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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 28, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-25464
DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)
Virginia 26-2018846
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
500 Volvo Parkway
Chesapeake, Virginia 23320
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (757) 321-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $.01 per share DLTR NASDAQ Global Select Market
Securities registered pursuant to section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of common stock held by non-affiliates of the registrant on July 29, 2022, the last business day of the registrant’s most recently completed
second fiscal quarter, was $35,108,117,366, based upon the closing sale price for the registrant’s common stock on such date. For purposes of this computation, all executive
officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact,
affiliates of the registrant.
On March 3, 2023, there were 221,227,564 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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
2023 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 28, 2023.
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DOLLAR TREE, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 28, 2023
TABLE OF CONTENTS
Page
PART I
Item 1. Business 6
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 21
Item 2. Properties 21
Item 3. Legal Proceedings 22
Item 4. Mine Safety Disclosures 22
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23
Item 6. Reserved 24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 35
Item 8. Financial Statements and Supplementary Data 36
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 63
Item 9A. Controls and Procedures 63
Item 9B. Other Information 65
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 65
PART III
Item 10. Directors, Executive Officers and Corporate Governance 65
Item 11. Executive Compensation 65
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 65
Item 13. Certain Relationships and Related Transactions, and Director Independence 66
Item 14. Principal Accountant Fees and Services 66
PART IV
Item 15. Exhibit and Financial Statement Schedules 66
Item 16. Form 10-K Summary 69
Signatures 70
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Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by the fact that they address future events, developments and results and do not relate strictly to historical facts. Any statements contained herein
that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by,
followed by or including words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “view,” “target” or “estimate,” “may,” “will,” “should,” “predict,” “possible,”
“potential,” “continue,” “strategy,” and similar expressions. For example, our forward-looking statements include, without limitation, statements regarding:
• The potential effect of general business or economic conditions on our business, including the direct and indirect effects of inflation, labor shortages, consumer
spending levels, and unemployment in our markets;
• 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 expectations regarding increased expenses for higher wages and bonuses paid to associates, including increases in the minimum wage by States and localities,
potential federal legislation increasing the minimum wage, and a potential increase in the minimum salary for exempt store managers;
• Our growth plans, including our plans to add, renovate, re-banner, expand, remodel, relocate or close stores and any related costs or charges, our leasing strategy for
future expansion, and our ability to renew leases at existing store locations;
• Our anticipated 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
(a) U.S. Food and Drug Administration (“FDA”) proceedings arising out of or relating to the inspection of our West Memphis, Arkansas Family Dollar distribution
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, and (c) the federal grand jury subpoena and
related U.S. Department of Justice investigation relating to issues associated with our West Memphis, Arkansas Family Dollar distribution center;
• 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;
• Our plans and expectations regarding our current initiatives and future strategic investments and the uncertainty with respect to the amount, timing and impact of those
initiatives and investments on our business and results of operations;
• 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;
• Our cash needs, including our ability to fund our future capital expenditures, working capital requirements and repurchases of common stock under our repurchase
program, and our expectations regarding potential increases in interest rates and the effect on our revolving credit facility;
• Our expectations regarding the construction of 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 construction, permitting and inspection delays related to new store openings;
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• Our expectations regarding competition and our potential for long-term growth;
• Management’s estimates and expectations as they relate to income tax liabilities, deferred income taxes, uncertain tax positions, and recognition of stock-based
compensation; and
• Management’s estimates associated with our critical accounting estimates, including inventory valuation, self-insurance liabilities and valuations for our goodwill and
indefinite-lived intangible assets impairment analyses.
A forward-looking statement is neither a prediction nor a guarantee of future results, events or circumstances. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Annual Report on Form 10-K. Our forward-looking statements are all based on currently available operating, financial and
business information. The outcome of the events described in these forward-looking statements is subject to a variety of factors, including, but not limited to, the risks and
uncertainties discussed under “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this
Form 10-K.
We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or
circumstances could differ materially from those described in the forward-looking statements. Moreover, new risks and uncertainties emerge from time to time and it is not
possible for us to predict all risks and uncertainties that could have an impact on our forward-looking statements.
We do not undertake to publicly update or revise any forward-looking statements after the date of this Form 10-K, whether as a result of new information, future events, or
otherwise.
Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, it is against our policy to disclose to them any
material, nonpublic information or other confidential commercial information. Accordingly, shareholders should not assume that we agree with any statement or report issued
by any securities analyst regardless of the content of the statement or report. Furthermore, we have a policy against confirming projections, forecasts or opinions issued by
others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
Introductory Note
Unless otherwise stated, references to “we,” “our” and “us” generally refer to Dollar Tree, Inc. and its direct and indirect subsidiaries on a consolidated basis. Unless
specifically indicated otherwise, any references to “2023” or “fiscal 2023,” “2022” or “fiscal 2022,” “2021” or “fiscal 2021,” and “2020” or “fiscal 2020,” relate to as of or for
the years ended February 3, 2024, January 28, 2023, January 29, 2022 and January 30, 2021, respectively.
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PART I
Item 1. Business
Overview
We are a leading operator of discount variety stores with a solid history of growth and performance. Our stores operate under the brand names of Dollar Tree, Family Dollar
and Dollar Tree Canada. At January 28, 2023, we operated 16,340 discount variety retail stores across 48 states and five Canadian provinces and over the long-term, we believe
that the market can support more than 10,000 Dollar Tree stores and 15,000 Family Dollar stores across the United States, and approximately 1,000 Dollar Tree stores in
Canada. We believe the convenience and value we offer are key factors in serving and growing our base of loyal customers.
We operate in two reporting business segments: Dollar Tree and Family Dollar. For discussion of the operating results of our reporting business segments, refer to “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” under the caption “Segment Information” and Note 11 to our consolidated financial
statements.
We execute a dual-banner strategy that aims to offer the best of our brands in various store formats to serve customers in all types of geographic markets. Dollar Tree is the
leading operator of discount variety stores offering merchandise predominantly at the fixed price point of $1.25. Dollar Tree stores serve customers with a broad range of
income levels in suburban locations, striving continuously to “Wow” the customer with a compelling, fun and fresh merchandise assortment comprised of a variety of the things
the customer wants and needs, all at incredible values in bright, clean and friendly stores. Family Dollar operates general merchandise retail discount stores providing customers
with a selection of competitively-priced merchandise in convenient neighborhood stores. Family Dollar primarily serves a lower than average income customer in urban and
rural locations, offering great values on everyday items.
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.
Corporate Culture
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. For more information, see Human Capital Resources below.
Dollar Tree
The Dollar Tree segment includes 8,134 stores operating under the Dollar Tree and Dollar Tree Canada brands, 15 distribution centers in the United States and two in
Canada. Our stores predominantly range from 8,000 - 10,000 selling square feet. 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. 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. 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. During 2021, we entered into a partnership with Instacart and as of January 28, 2023, our customers can shop online and
receive same-day delivery from more than 7,800 Dollar Tree stores without having to visit a store. We are the owners of several trademarks including “Dollar Tree” and the
“Dollar Tree” logo.
In our Dollar Tree Canada stores, we sell items principally for $1.50(CAD) or less. Our revenue and assets in Canada are not material.
We strive to exceed our customers’ expectations of the variety and quality of products they can purchase by offering items we believe typically sell for higher prices
elsewhere. Merchandise imported directly typically accounts for approximately 41%-43% of our total retail value purchases, with the remaining merchandise purchased
domestically. Our domestic purchases include basic, home,
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closeouts and promotional merchandise. We believe our mix of imported and domestic merchandise affords our buyers flexibility that enables them to consistently exceed our
customers’ expectations. In addition, direct relationships with manufacturers permit us to select from a broad range of products and customize packaging, product sizes and
package quantities that best meet our customers’ needs.
We carry approximately 8,000 items in our Dollar Tree stores and as of the end of fiscal 2022 approximately 25% of our items were automatically replenished. The
remaining items are pushed to the stores and a portion can be reordered by our store managers on a weekly basis. Through automatic replenishment and our store managers’
ability to order product, each store manager is able to satisfy the demands of their particular customer base.
We maintain a balanced selection of products within traditional variety store categories. We offer a wide selection of everyday basic products and we supplement these
basic, everyday items with seasonal, closeout and promotional merchandise. We attempt to keep certain basic consumable merchandise in our stores continuously to establish
our stores as a destination and increase traffic in our stores. Closeout and promotional merchandise is purchased opportunistically and represents less than 10% of our
purchases.
The merchandise mix in our Dollar Tree stores consists of:
• consumable merchandise, which includes everyday consumables such as household paper and chemicals, food, candy, health and personal care products, and in most
stores, frozen and refrigerated food;
• variety merchandise, which includes toys, durable housewares, gifts, stationery, party goods, greeting cards, softlines, arts and crafts supplies and other items; and
• 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
11 to our consolidated financial statements.
Family Dollar
In our 8,206 Family Dollar stores, we sell merchandise at prices that generally range from $1.00 to $10.00. Our stores predominantly range from 6,000 - 8,000 selling
square feet. The Family Dollar segment consists of our store operations under the Family Dollar brand and ten distribution centers. 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. During 2021, we
entered into a partnership with Instacart and as of January 28, 2023, our customers can shop online and receive same-day delivery from more than 7,500 Family Dollar stores
without having to visit a store. 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 Family Dollar stores provide customers with a quality, high-value assortment of basic necessities and seasonal merchandise. We offer competitively-priced national
brands from leading manufacturers alongside name brand equivalent-value, lower-priced private labels. We purchase merchandise from a wide base of suppliers and generally
have not experienced difficulty in obtaining adequate quantities of merchandise. In fiscal 2022, we purchased approximately 15% of our merchandise through our relationship
with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers. In addition, merchandise imported directly typically accounts for
approximately 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 7,600 basic items alongside items that are ever-changing and seasonally-relevant throughout the year.
The merchandise mix in our Family Dollar stores consists of:
• consumable merchandise, which includes food and beverages, tobacco, health and personal care products, household chemicals, paper products, hardware and
automotive supplies, diapers, batteries, and pet food and supplies;
• home products, which include housewares, home décor, giftware, and domestics, including comforters, sheets and towels;
• apparel and accessories merchandise, which includes clothing, fashion accessories and shoes; and
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• 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.
For information regarding the amounts and percentages of our net sales contributed by the above merchandise categories for the last three fiscal years, please refer to Note
11 to our consolidated financial statements.
Purchasing
We believe our substantial buying power and our flexibility in making sourcing decisions contributes to our successful purchasing strategy, which includes targeted
merchandise margin goals by category. We leverage our merchandising team to source products that can be sold in both Dollar Tree and Family Dollar stores. We also believe
our ability to negotiate with our vendor partners enables us to manage the margin impact of economic pressures. We 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 vendor has accounted for more than 10% of
total merchandise purchased by us.
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.
Distribution
A strong and efficient distribution network is critical to our ability to grow and to maintain a low-cost operating structure. 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 primarily serve our Family Dollar stores. We expect future
distribution centers to be built with the capability to service both Dollar Tree and Family Dollar stores. New distribution sites are strategically located to reduce the distance
between the distribution centers and stores, maintain flexibility and improve efficiency in our store service areas. We expect to complete a significant expansion of our Ocala,
Florida distribution center in 2024 which will include enhanced automation.
Our Dollar Tree stores receive approximately 92% of their inventory from our distribution centers via contract carriers and our Family Dollar stores receive approximately
70% of their inventory from our distribution centers. The remaining store inventory, primarily perishable consumable items and other vendor-maintained display items, are
delivered directly to our stores from vendors or third party distributors. Our Family Dollar stores receive approximately 15% of their merchandise from McLane Company, Inc.
For more information on our distribution center network, see “Item 2. Properties.”
Seasonality
For information on the impact of seasonality, see “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”
Competition
Our segment of the retail industry is fragmented and highly competitive and we expect competition to increase in the future. We operate in the discount retail sector, which
is currently and is expected to continue to be highly competitive with respect to price, store location, merchandise quality, assortment and presentation, and customer service,
including merchandise delivery and checkout options. Our competitors include single-price dollar stores, 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. In addition, several competitors
have sections within their stores devoted to “one dollar” price point merchandise, which further increases competition. We believe we differentiate ourselves from other retailers
by providing high-value, high-quality, low-cost merchandise in attractively-designed stores that are conveniently located. Our sales and profits could be reduced by increases in
competition. There are no significant economic barriers for others to enter our retail sector.
Government Regulation
We are subject to a wide variety of local, state and federal laws and regulations within the United States and Canada. 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.
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Human Capital Resources
Our business success is built upon our dedicated, passionate and diverse associates who work and live in the communities we serve. Our goal is to provide a working
environment that is welcoming and inclusive, offers competitive pay and benefits, supports the growth and development of our associates, and affirms our corporate values and
mission. We recruit and hire in the communities we serve using local job fairs, social media as well as local community service partners to provide part-time and full-time jobs
that can become lasting careers. Our Human Resources team, with oversight from our Board of Directors and its committees, develops and executes programs for compensation
and benefits, onboarding and training, professional development, performance management, retention and succession planning.
We greatly value our people and invest in their personal well-being and professional growth through various human capital programs and initiatives, including the
following:
• Compensation, benefits and well-being. We are committed to providing market-competitive pay for all positions and we are a pay-for-performance organization,
offering performance-based compensation opportunities at nearly all levels of the organization, including certain hourly-paid positions. We strive to ensure gender and
racial pay equity for employees performing equal or substantially similar work. Eligible associates can participate in our Retirement Savings Plan, which provides a
dollar for dollar match on the first 5% of employee contributions and all associates can participate in our Employee Stock Purchase Plan. All full-time and part-time
associates are eligible for competitive health and welfare benefits, including medical, dental and vision. Associates may be eligible for other benefits including
disability and life insurance as well as primary caregiver and parental leave. We have a program that provides financial support to associates recovering from natural
disasters and personal hardships as well as a scholarship program for associates with children pursuing higher education. We also offer a voluntary benefit called “pay
any day,” which allows associates to advance their payday earnings for flexibility in meeting their bills and expenses.
• Talent development and retention. We believe in the growth and development of our associates and are committed to building a culture of learning in which associates
are given the opportunity to enhance their skills at every stage of their career. To support this objective, we provide a multitude of professional and leadership
development experiences, including online and instructor-led trainings, tuition reimbursement for graduate, undergraduate, GED and English as a Second Language
classes, and discounted tuition at over 200 colleges and universities for our associates and their families. Retention of our associates is a focus for all leaders and we
continue to strive to improve our turnover rate. To identify high-potential talent, leadership assesses talent at the store manager level and above on a regular basis
through structured talent reviews and succession planning paired with customized development plans. This focus on talent resulted in more than 52,600 promotions in
fiscal 2022.
• Diversity, equity and inclusion. We believe our associates should mirror our diverse customer base and the communities we serve. Our goal is to create and support a
culture of inclusion within a diverse workforce where the unique skills and perspectives of our associates and customers are understood, respected and appreciated. To
further this goal, we established a Diversity, Equity and Inclusion (DEI) Executive Council comprised of senior leaders from every department. The DEI Executive
Council provides strategic and tactical leadership support to our Chief Diversity Officer (CDO) on all matters related to DEI. The CDO is charged with creating and
implementing DEI-focused strategies consistent with our business goals, catalyzing cultural change throughout the organization and driving accountability at the
senior management level for progress on key DEI objectives. In addition, we provide associate training on DEI topics and have formed a number of associate resource
groups. Our objective is to build a platform to encourage professional development, support community outreach, cultivate mentoring, attract diverse talent and
promote cross-functional teamwork for all employees. Each associate resource group will be supported by an executive sponsor who is a member of the DEI
Executive Council or senior leadership team.
• Workplace safety. We strive to maintain a safe working environment for our associates with a safety program designed to promote accident prevention. Among other
things, our environmental health and safety department establishes standard safety protocols and operating procedures across the company, and our field managers are
responsible for overseeing associate safety training and conducting store safety audits. In response to the COVID-19 pandemic, we implemented several changes to
protect our associates and our customers and to ensure adherence to Centers for Disease Control and Prevention recommendations.
• Communication and Engagement. We believe that our associates are the most critical part of our business, and supporting an engaging culture where people can do
their best work is a top priority for our leaders. Over the last year we have added new channels to foster two-way dialogue and ensure we are listening to our associates
and taking action on their feedback. A recent culture assessment helped identify areas of focus and prepare the organization for a robust employee engagement survey
process to close the gap between our current culture and the culture we aspire to have.
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As of January 28, 2023, we employed more than 207,500 associates, as follows:
Store and Distribution Center Associates
Dollar Tree Family Dollar
Store Support Center
Associates Total
Full-time Associates 29,669 32,602 2,754 65,025
Part-time Associates 95,473 47,043 7 142,523
Total 125,142 79,645 2,761 207,548
Part-time associates work an average of less than 30 hours per week and the number of part-time associates fluctuates depending on seasonal needs.
We consider our relationship with our associates to be good, and have not experienced significant interruptions of operations due to labor disagreements.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our website at www.dollartree.com as soon as reasonably practicable after electronic filing
of such reports with the Securities and Exchange Commission (“SEC”).
Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. Any failure to meet market expectations, including our comparable store sales growth rate, earnings and
earnings per share or new store openings, could cause the market price of our stock to decline. You should carefully consider the specific risk factors listed below together with
all other information included or incorporated in this report and other filings that we make from time to time with the SEC, including our consolidated financial statements and
accompanying notes. However, the risks and uncertainties that we face are not limited to those described below and those set forth in our SEC filings. Additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial may also arise. In such event, our business, financial condition, results of operations or
prospects could be materially adversely affected.
Profitability and Operational Risks
Our profitability is vulnerable to increases in merchandise, shipping, freight and fuel costs, wage and benefit costs and other operating costs.
Future increases in costs such as the cost of merchandise (including the substitution of higher cost domestic goods), wage and benefit costs, ocean shipping rates, domestic
freight costs, fuel and energy costs, duties and tariffs, 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 2022, and we expect further increases in certain cost categories
in 2023. We have incurred additional costs as a result of recent minimum wage increases by certain states and localities and we expect additional minimum wage increases by
states and localities in 2023. In addition, the federal minimum wage may increase depending on the outcome of legislation proposed in Congress, and the current administration
may consider raising the minimum salary for store managers who 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 sustainable, energy-efficient products, may result in increases in our merchandise or operating costs.
In our Dollar Tree segment, we raised our primary price point on merchandise to $1.25 in fiscal 2021. In addition, we continue to implement our Dollar Tree Plus initiative
which provides our customers with discretionary categories priced at the $3 and $5 price points and beginning in fiscal 2022, we added $3, $4 and $5 frozen and refrigerated
product in 3,500 stores. Although we have increased our price points at our Dollar Tree stores, our ability to adjust our product assortment, to operate more efficiently or to
increase our comparable store net sales in order to offset cost increases is critical to maintaining our profitability levels. Supply chain constraints and higher commodity costs
could make it more difficult for us to obtain sufficient quantities of certain products and could negatively affect our product assortment and merchandise costs. We can give no
assurance that we will be able to adjust our product assortment, operate more efficiently or increase our comparable store net sales in the future. Although Family Dollar, unlike
Dollar Tree, can more easily raise the price of merchandise, customers may buy fewer products if prices were to increase. Please see “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” for further discussion of the effect of economic factors on our operations.
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We are experiencing higher costs and disruptions in our distribution network, which have had and could have an adverse impact on our sales, margins and profitability.
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 timely and
cost-effective manner. We rely heavily on third parties including ocean carriers and truckers in these processes. 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. Some of the factors that have had and
could have an adverse effect on our distribution network or costs in 2023 are:
• 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. A significant increase in our freight costs could have a material adverse impact on our
business and results of operations. Changes in import duties, import quotas and other trade sanctions could also increase our costs.
• Shipping disruptions. We have experienced disruptions in the global supply chain, including issues with shipping capacity, port congestion and pandemic-related port
closings and ship diversions. Our receipt of imported merchandise has been and may be further disrupted or delayed as a result of these or other factors. Delays could
potentially have a material adverse impact on future product availability, product mix, sales and merchandise margin, especially at Dollar Tree. In addition, our supply
chain may be disrupted as a result of other international events such as armed conflict, war, economic sanctions or acts of terrorism.
• 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. Although we have offered sign-on bonuses, enhanced wages and other inducements in certain markets to
address the shortage of labor at our distribution centers, such measures have increased our costs and are expected to continue to increase our costs, which could have
an adverse effect on our margins and profitability. There can be no assurances that such measures will be adequate to attract and retain the workforce necessary for the
efficient operation of our distribution centers.
• Trucking costs. We have experienced significant increases in trucking costs in recent years due to a truck driver shortage and other factors. The truck driver shortage
also required us to increase our use of more expensive surge carriers to transport our merchandise.
• Diesel fuel costs. We have experienced volatility in diesel fuel costs and are expecting increases to continue in fiscal 2023 and may worsen, for example, because of
the impact of international events such as trade restrictions on Russia on oil prices.
• Vulnerability to natural or man-made disasters, including climate change. A fire, explosion or natural disaster at a port or any of our distribution or store support
facilities could result in a loss of merchandise and impair our ability to adequately stock our stores. Some facilities are vulnerable to earthquakes, hurricanes,
tornadoes or floods, and an increase in the severity and frequency of extreme weather events and patterns may increase our operating costs, disrupt manufacturing or
our supply chain, change customer buying patterns, result in closures of our stores or distribution and store support centers and impede physical access to our stores.
• Labor disagreement. Labor disagreements, disruptions or strikes, including at ports, rail networks or transportation companies, 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.
• Direct-to-store deliveries. We rely on a limited number of suppliers for certain consumable merchandise, including frozen and refrigerated products. In fiscal 2022, 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 also rely on third parties to deliver frozen and
refrigerated product, as well as chocolate in the summer, to our Dollar Tree stores. To the extent that supply chain disruptions and higher costs affect our suppliers, we
may be subject to delays or reductions in deliveries and higher costs for merchandise. A substantial disruption in our relationship with or in service levels from these
suppliers could have a material adverse impact on our business and results of operations.
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We may stop selling or recall certain products for safety-related or other issues.
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 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 could cause injury, illness or death. Any recall may require significant
management attention, and we could experience significant costs, lost sales, compliance or enforcement actions by governmental authorities which could result in fines or other
penalties, and/or product liability legal claims and consumer lawsuits. Recalls may also subject us to public claims of false or deceptive advertising and other criticism. A
significant product liability or other legal judgment against us, a regulatory enforcement action or a product recall could materially and adversely affect our reputation, financial
condition and/or 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. Additionally, any product recall may lead to increased scrutiny of our operations by regulatory agencies, requiring
further management attention and potential legal fees and other expenses.
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.
Our business and results of operations could be materially harmed if we experience a decline in consumer confidence and spending as a result of consumer concerns
about the quality and safety of our products or our brand standards.
We could experience a decline in consumer confidence and spending if our customers become concerned about the quality and safety of the products we sell. To date, other
than with respect to the stores temporarily closed to permit the removal and destruction of relevant inventory, we have not experienced significant lost sales in connection with
the Recall, but there can be no assurances that consumer confidence in the quality and safety of our products resulting from the Recall will not decline in the future. If there is a
decline in consumer confidence in our products 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.
Inflation or other adverse change or downturn in economic conditions could impact our sales or profitability.
A deterioration in economic conditions could reduce consumer spending or cause customers to shift their spending to products we either do not sell or do not sell as
profitably. Adverse economic conditions such as a recession could disrupt consumer spending and significantly reduce our sales, decrease our inventory turnover, cause greater
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, terrorism or international tensions,
including armed conflict and economic sanctions.
Furthermore, factors that could adversely affect consumer disposable income could decrease our customers’ spending on products we sell most profitably. In fiscal 2022,
we experienced a material shift in consumer purchasing from higher-margin discretionary merchandise to lower-margin consumable goods which has negatively impacted our
product mix and margins. Factors that could reduce our customers’ disposable income and over which we exercise no influence include 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 in, decreases in, or elimination of, government subsidies such as unemployment and food assistance programs.
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 consumer spending on the goods we sell declines as a
result, there could be a material adverse impact on our business and results of operations.
Many of the factors identified above that affect disposable income, as well as 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 ability to implement our corporate strategy effectively, our cost of goods sold and our selling, general and administrative expenses, 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. We have limited or no ability to control many of
these factors.
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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.
Risks associated with our domestic and foreign suppliers could adversely affect our financial performance.
We are dependent on our vendors, including direct ship vendors, to supply merchandise in a timely and efficient manner. If a vendor fails to deliver on its commitments due
to financial or other difficulties, we could experience merchandise shortages which could lead to lost sales or increased merchandise costs if alternative sources must be used.
We rely on the timely availability of imported goods at favorable wholesale prices. Merchandise imported directly typically accounts for approximately 41%-43% of our
Dollar Tree segment’s total retail value purchases and approximately 15%-17% of our Family Dollar segment’s total retail value purchases. In addition, we believe that a
significant portion of our goods purchased from domestic vendors is imported. Imported goods are generally less expensive than domestic goods and result in higher profit
margins. A disruption in the flow of our imported merchandise or an increase in the cost of those goods may significantly decrease our profits. Risks associated with our
reliance on imported goods may include disruptions in the flow of or increases in the cost of imported goods because of factors such as:
• duties, tariffs or other restrictions on trade, including Section 301 tariffs that have already been imposed on imported Chinese goods;
• raw material shortages, work stoppages, government restrictions, strikes and political unrest, including any impact on vendors or shipping arising from epidemics,
such as the COVID-19 pandemic;
• economic crises in the United States or abroad and international disputes or conflicts, including war and economic sanctions;
• changes in currency exchange rates or government policies and local economic conditions, including inflation (including energy prices and raw material costs) in the
country of origin;
• potential changes to international trade agreements or the failure of the United States to maintain normal trade relations with China and other countries;
• changes in leadership and the political climate in countries from which we import products and their relations with the United States; and
• 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. Among our foreign suppliers, China is the source of a
substantial majority of our imports. A disruption in the flow of our imported merchandise from China or an increase in the cost of those goods may significantly decrease our
profits.
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While the United States scaled back punitive Section 301 tariffs on certain Chinese imports based on an agreement reached with China in 2020, 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.
Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.
Existing store sales growth is critical to good operating results and is dependent on a variety of factors, including merchandise quality, relevance and availability, store
operations and customer satisfaction. In addition, increased competition could adversely affect our sales. 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.
Our highest sales 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 and help ship product from our distribution centers.
A reduction in sales during these periods could adversely affect our operating results, particularly operating and net income, to a greater extent than if a reduction occurred at
other times of the year. Untimely merchandise delays due to receiving or distribution problems could have a similar effect.
When Easter is observed earlier in the year, the selling season is shorter and, as a result, our sales could be adversely affected. Easter was observed on April 17, 2022 and
will be observed on April 9, 2023.
Expanding our square footage profitably depends on a number of uncertainties, including our ability to locate, lease, build out and open or expand stores in suitable
locations on a timely basis under favorable economic terms. We also open or expand stores within our established geographic markets, where new or expanded stores may draw
sales away from our existing stores. Obtaining an increasing number of profitable stores is an ever-increasing challenge.
In addition, our expansion is dependent upon third-party developers’ abilities to acquire land, obtain financing, and secure necessary permits and approvals. We have
experienced higher commodity and other costs associated with the build-out of new stores and the renovation of existing stores. We have also experienced delays in new store
openings and the renovation of existing stores due to inspection, permitting and contractor delays. In addition, we have experienced delays in new store openings due to
limitations on the availability of certain fixtures and equipment. We anticipate these increased costs and delays may continue for the foreseeable future, which could adversely
affect our sales and profitability. Further, we may not manage our expansion effectively, and our failure to achieve our expansion plans could materially and adversely affect
our business, financial condition and results of operations.
Our profitability is affected by the mix of products we sell.
Our gross profit margin decreases when we increase the proportion of higher cost goods we sell. For example, some of our consumable products carry higher costs than
other goods, so our gross profit margin will be negatively impacted as the percentage of our sales from higher cost consumable products increases. Imported merchandise and
private label goods generally carry lower costs than domestic goods. Our product mix is affected by the supply of goods, including imported goods, and could be negatively
impacted by various factors, including those described under “We are experiencing higher costs and disruptions in our distribution network, which have had and could have an
adverse impact on our sales, margins and profitability” on page 11.
In our Family Dollar segment, our success also depends on our ability to select and obtain sufficient quantities of relevant merchandise at prices that allow us to sell such
merchandise at profitable and appropriate prices. A sales price that is too high causes products to be less attractive to our customers and our sales at Family Dollar could suffer.
We are continuing to refine our pricing strategy at Family Dollar to drive customer loyalty and have a strategic pricing team to improve our value and to increase profitability.
Our inability to successfully implement our pricing strategies at Family Dollar could have a negative effect on our business.
In addition, our Family Dollar segment has a substantial number of private brand items and the number of such items has been increasing. We believe our success in
maintaining broad market acceptance of our private brands depends on many factors, including our pricing, costs, quality and customer perception. We may not achieve or
maintain our expected sales for our private brands and, as a result, our business and results of operations could be adversely impacted. Additionally, the increased number of
private brands could negatively impact our existing relationships with our non-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, including mobile and online shopping. We expect competition to increase in the future. There are no significant economic barriers for others to
enter our retail sector. Some of our current or potential competitors have greater financial resources than we do. We cannot guarantee that we will continue to be able to
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compete successfully against existing or future competitors, and we believe that doing so may require substantial capital expenditures. Please see “Item 1. Business” for further
discussion of the effect of competition on our operations.
Our business could be adversely affected if we fail to attract and retain qualified associates and key personnel.
Our growth and performance are dependent on the skills, experience and contributions of our associates, executives and key personnel for both Dollar Tree and Family
Dollar. 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.
Risks Relating to Strategic Initiatives
We may not be successful in implementing or in anticipating the impact of important strategic initiatives, and our plans for implementing such initiatives may be altered or
delayed due to various factors, which may have an adverse impact on our business and financial results.
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:
• the expansion of a multi-price initiative in Dollar Tree stores;
• the introduction of selected Dollar Tree merchandise into Family Dollar stores;
• the roll-out of the Combo Store format that combines a Dollar Tree store and Family Dollar store in a single location;
• the renovation of Family Dollar stores to the H2 and other formats;
• our partnership with Instacart to provide home delivery of merchandise purchased online; and
• our plans relating to new store openings for Dollar Tree and Family Dollar generally.
The implementation, timing and results of these strategic initiatives are subject to various risks and uncertainties, including the acceptance of multi-priced merchandise by
Dollar Tree customers; customer acceptance of new store concepts and merchandise offerings; construction and permitting delays relating to new and renovated stores; the
availability of desirable real estate locations for lease at reasonable rates; the lingering impact of the COVID-19 pandemic and associated economic issues; the success of our
strategies; and other factors beyond our control. In addition, several of these initiatives depend on the timeliness, cost and availability of adequate levels of the appropriate
domestic and imported merchandise, our ability to execute on our plans and expectations with respect to those initiatives and our ability to implement those initiatives within
budget and with the expected return. To the extent that shipping delays, supply chain disruptions and other distribution logistics adversely affect the availability of merchandise
necessary to implement our strategic initiatives, we may delay or reduce our planned rate of implementation of one or more of those initiatives.
In addition, building on our current initiatives, we are currently developing plans to make additional multi-year strategic investments across the Dollar Tree and Family
Dollar banners to further position the company for long-term sustained growth. We anticipate that these investments will relate to four key areas of our business: our associates,
our distribution center network and supply chain, our product pricing and value proposition, and our technology infrastructure. Within these areas, the focus of these
investments is expected to be on associate wages, improved store execution, enhanced safety and working conditions, increased supply chain efficiencies, competitive pricing at
Family Dollar, and enhancements to our systems infrastructure. There is a risk that our investments in these initiatives may increase our costs and reduce our margins and
profitability if the initiatives do not achieve their intended purposes.
There can be no assurance that we will be able to implement important strategic initiatives in accordance with our expectations or that they will generate expected returns,
which may result in an adverse impact on our business and financial results.
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We could incur losses due to impairment of long-lived assets, goodwill and intangible assets.
Under U.S. generally accepted accounting principles, we review our long-lived assets for impairment whenever economic events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated
annually for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred.
Should we experience business challenges or significant negative industry or general economic trends, we could recognize impairments to our goodwill, intangible assets
and other long-lived assets. We monitor key assumptions and other factors utilized in our goodwill impairment analysis, and if business or other market conditions develop that
are materially different than we currently anticipate, we will conduct an additional impairment evaluation. Any reduction in or impairment of the value of goodwill or intangible
assets will result in a charge against earnings, which could have a material adverse impact on our reported results of operations and financial condition. For additional
information on goodwill impairments, please refer to Note 1 to our consolidated financial statements under the caption “Goodwill and Nonamortizing Intangible Assets.”
Cybersecurity and Technology Risks
We rely on computer and technology systems in our operations, and any material failure, inadequacy, interruption or security failure of those systems, including because of
a cyber-attack, could harm our ability to effectively operate and grow our business and could adversely affect our financial results.
We rely extensively on our computer and technology systems and, in certain cases, those of third-party service providers to support nearly all key functions in our business,
including managing inventory, operating our stores, processing credit card and customer transactions and summarizing results. Our ability to effectively manage our business
and coordinate the distribution and sale of our merchandise depends significantly on the capabilities, confidentiality, integrity and availability of these systems and on our ability
to successfully acquire and integrate upgraded or replacement systems as needed to support our business requirements and strategic initiatives. We also rely on third-party
providers and platforms for many of these computer and technology systems and support.
Although we have operational safeguards in place, they may not be effective in preventing the failure of these systems or platforms to operate effectively and be available
to us. This may be as the result of deliberate breach in the security of these systems or platforms by bad actors, including through malicious software, ransomware and other
cyber-attacks, which may originate from state actors and may increase during times of international tensions. Failures may also be caused by various other factors, including
power outages, catastrophic events, physical theft, computer and network failures, inadequate or ineffective redundancy, obsolescence or failure of vendor support, problems
with transitioning to upgraded or replacement systems or platforms and related business process changes, flaws in third-party software or services, errors or improper use by our
employees or third-party service providers.
We plan to make investments in our information technology systems in fiscal 2023 to support the growth of our business. If our information technology systems are not
adequate to support our strategic initiatives, our growth and the success of our initiatives may be adversely affected. If these systems are damaged or fail to function adequately,
we may incur substantial costs to repair or replace them, may experience loss of critical data and interruptions or delays in our ability to manage inventories or process customer
transactions and may receive negative publicity, which could adversely affect our results of operations and business. In addition, remediation of any problems with our systems
could take an extensive amount of time and could result in significant, unplanned expenses.
The potential unauthorized access to customer information may violate privacy laws and could damage our business reputation, subject us to negative publicity, litigation
and costs, and adversely affect our results of operations or business.
Many of our information technology systems, such as those we use for our point-of-sale, web and mobile platforms, including online and mobile payment systems, and for
administrative functions, including human resources, payroll, accounting, and internal and external communications, contain personal, financial or other confidential
information that is entrusted to us by our customers and associates as well as proprietary and other confidential information related to our business and suppliers.
The security measures that we and/or our third-party suppliers put in place cannot provide absolute security to safeguard our customers’ personal information (including
debit and credit card information), our associates’ private data, suppliers’ data, and our business records and intellectual property and other sensitive information.
Cybercriminals, who may include well-funded state actors or organized criminal groups, are rapidly evolving their cyberattack techniques and tactics, which are becoming
increasingly more sophisticated and challenging to detect. We and/or our third-party suppliers may be vulnerable to and unable to anticipate, detect, and appropriately respond
to cyber-security attacks, including data security breaches and data loss.
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We are also subject to laws and regulations in various jurisdictions in which we operate regarding privacy, data protection and data security, including those related to the
collection, storage, handling, use, disclosure, transfer and security of personal data. These laws permit regulators to assess potentially significant fines for data privacy violations
and may create a right for individuals to bring class action suits seeking damages for violations. Our efforts to comply with consumer privacy laws and other similar privacy and
data protection laws may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or be subject to litigation related
to violation of existing or future data privacy laws and regulations.
Likewise, we are subject to the Payment Card Industry Data Security Standards (“PCI-DSS”) which is mandated by the card brands and administered through the Payment
Card Industry Security Standards Council. As a Level 1 Merchant, we are subject to assessment and attestation for PCI-DSS compliance on an annual basis. A failure to meet
and maintain compliance with PCI-DSS requirements could result in our inability to continue to accept credit cards as a form of payment, which would materially impact our
ability to sell our products. In addition, our credibility and reputation within the business community and with our customers may be affected, which could result in our
customers discontinuing the use of debit or credit cards in our stores or not shopping in our stores altogether. Non-compliance with PCI-DSS requirements also may subject us
to recurring and accumulating fines until compliance is achieved. Considerable investments to strengthen our information security could also be required should we ever be
deemed to be non-compliant.
Moreover, significant additional capital investments and other expenditures could also be required to continue to strengthen our overall cyber-security posture and prevent
future security breaches, including costs associated with additional security technologies, personnel, experts and services (e.g., credit-monitoring services) for those whose data
has been breached. These costs, which could be material, could adversely impact our results of operations in the period in which they are incurred and may not meaningfully
limit the success of future attempts to breach our information technology systems.
The unavailability of our information technology systems or the failure of those systems or software to perform as required to support our business needs for any reason and
any inability to respond to, or recover from, such events, could disrupt our business, decrease performance and increase overhead costs. If we are unable to secure our
customers’ credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly
government enforcement actions or private litigation and increased costs. If our information technology systems and processes are insufficiently provisioned or improperly
designed and implemented to support our business, our strategic initiatives may not deliver anticipated results. Any of these factors could have a material adverse effect on our
results of operations or business.
Legal and Regulatory Risks
Litigation, arbitration and government proceedings may adversely affect our business, financial condition and/or results of operations.
Our business is subject to the risk of litigation and arbitration involving employees, consumers, suppliers, competitors, shareholders, government agencies, or others
through private actions, class actions, derivative actions, governmental investigations, administrative proceedings, regulatory actions, mass arbitration or other similar actions.
In addition, due to the types of products that we sell, our operations are subject to regulatory oversight by the FDA, the USDA, the Occupational Health and Safety
Administration, and other federal, state, local and applicable foreign governmental authorities. If such authorities believe that we have failed to comply with applicable
regulations and/or procedures, they may require prompt corrective action, and/or proceed directly to other forms of enforcement action, including the imposition of operating
restrictions, including a ceasing of operations in one or more facilities, enjoining and restraining certain violations of applicable law pertaining to products, seizure of products,
and assessing civil or criminal sanctions or penalties. Any adverse regulatory action, depending on its magnitude, may restrict us from effectively selling our products and
could have a material adverse effect on our business, financial condition and/or results of operations.
From January 11, 2022 through February 11, 2022, DC 202 was inspected by the FDA and USDA. On February 11, 2022, the FDA issued Form 483 observations
primarily regarding rodent infestation at DC 202, as well as other items that require remediation. In connection therewith, on February 18, 2022, we initiated a retail-level
product recall of FDA and USDA-regulated products stored and shipped to approximately 400 stores from DC 202 from January 1, 2021 through such date (the “Recall”). We
temporarily closed DC 202 for extensive cleaning, temporarily closed the affected stores to permit the removal and destruction of inventory subject to the Recall, ceased sales of
relevant inventory subject to the Recall, committed to the FDA to continue to cease the shipment of FDA-regulated products from DC 202 until FDA approval is received, and
initiated corrective actions at DC 202. In June 2022, we stopped shipping to stores from DC 202 and have since closed the facility and disposed of all of the inventory that was
in the facility. On November 9, 2022 we received an FDA warning letter in connection with the DC 202 inspection. The conditions and issues detailed in the warning letter are
generally the same as those described in the Form 483 observations or were otherwise observed during the inspection. The warning letter acknowledged certain remedial actions
we have taken in response to the Form 483 observations, including conducting the recall and closing the facility. We are taking this matter extremely seriously and continue to
cooperate with the FDA. If the FDA and/or other governmental authorities are not satisfied with these corrective actions or observe issues in our other
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distribution centers or stores, they may initiate other enforcement or administrative actions, which may have a material adverse effect on our business, financial condition
and/or results of operations. Also see “We may stop selling or recall certain products for safety-related or other issues” on page 12.
Since February 22, 2022, we have received 14 putative class action complaints related to issues noted above associated with DC 202. The lawsuits are proceeding in federal
court in Tennessee using the federal court’s multi-district litigation (“MDL”) process. An amended consolidated complaint seeking class action status was filed October 17, 2022
alleging violations of the Mississippi, Arkansas, Louisiana, Tennessee, Alabama and Missouri consumer protection laws, breach of warranty, negligence, misrepresentation,
deception and unjust enrichment related to the sale of products that may be contaminated by virtue of rodent infestation and other unsanitary conditions. Plaintiffs seek
damages, attorney fees and costs, punitive damages and the replacement of, or refund of, money paid to purchase the relevant products, and any other legal relief available for
their claims (in each case in unspecified amounts), including equitable and injunctive relief. On April 28, 2022, the State of Arkansas filed a complaint in state court alleging
violations of the Arkansas Deceptive Trade Practices Act, gross negligence and negligence, strict liability in tort, unjust enrichment and civil conspiracy related to the same
underlying matters as the putative class actions above. The State of Arkansas is seeking injunctive relief, restitution, disgorgement, damages, civil penalties, punitive damages
and suspension or revocation of our authorization to do business in Arkansas.
We have defended and intend to continue defending ourselves vigorously in the foregoing litigations. We filed a motion to dismiss the amended consolidated complaint and
a ruling on the motion by the court is expected in early 2023. If our motion is denied in whole or in part (including on appeal), the case would move to class certification, which
we intend to oppose. We are unable to determine at this time whether our motion to dismiss will be granted or whether a class can be certified. We do not believe that the cases
will, individually or in the aggregate, have a material adverse effect on our business or financial condition. However, we cannot assure that these litigations, individually or in
the aggregate, will not have a material adverse effect on our results of operations for the period or year in which they are reserved or resolved.
On March 1, 2022, a federal grand jury subpoena was issued to us by the Eastern District of Arkansas requesting the production of information, documents and records
pertaining to pests, sanitation and compliance with law regarding certain of our procedures and products. In connection with this matter, we have been investigating the
condition of FDA-regulated product shipped from DC 202. We are cooperating fully with the U.S. Department of Justice investigation, including having produced documents
and provided additional information. As part of this cooperation, we may engage in discussions with the government in an effort to reach a negotiated resolution. Due to the
inherent uncertainties associated with this matter, no assurance can be given as to the timing or outcome of this matter, which could include penalties and company
undertakings.
Our products could also cause illness or injury, harm our reputation, and subject us to litigation. We are dependent on our vendors to ensure that the products we buy
comply with all applicable safety standards. However, product liability, personal injury or other claims may be asserted against us relating to product adulteration, product
tampering, mislabeling, recall and other safety issues with respect to the products that we sell, or with respect to our handling or storage of such products, including as a result of
the issues raised by the pending Arkansas FDA Matter (which has led to increased scrutiny of our operations by regulatory agencies, requiring further management attention and
potential legal fees and other expenses). A significant product liability, consumer fraud, or other legal judgment against us, a related regulatory compliance or enforcement
action or a product recall could materially and adversely affect our reputation, financial condition and/or results of operations. Moreover, even if a product liability, consumer
fraud or other claim is unsuccessful, has no merit or is not pursued, the negative publicity surrounding assertions against the products we sell could materially and adversely
affect our reputation. We seek but may not be successful in obtaining contractual indemnification from our vendors, where appropriate, or insurance coverage, and if we do not
have adequate contractual indemnification or insurance available, such claims could adversely affect our business, financial condition and/or results of operations. Our ability to
obtain the benefit of contractual indemnification from vendors may be hindered by our ability to enforce contractual indemnification obligations against such vendors, for
example because the vendors are overseas or lack financial resources. Our litigation-related expenses could increase as well, which also could have a materially negative impact
on our financial condition and/or results of operations even if a claim is unsuccessful or is not fully pursued.
The outcome of such matters is difficult to assess or quantify. Plaintiffs in these types of lawsuits or proceedings may seek recovery of very large or indeterminate amounts,
and the magnitude of the potential loss may remain unknown for substantial periods of time. In addition, certain of these matters, if decided adversely to us or settled by us, may
result in an expense that may be material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required.
If we experienced a material loss arising from these matters, we could also become subject to shareholder derivative suits and securities litigation. The cost to defend current and
future litigation or proceedings, including arbitrations, may be significant. There also may be adverse publicity associated with litigation, including litigation related to product
or food safety, customer information and environmental or safety requirements, which could negatively affect customer perception of our business, regardless of whether the
allegations are valid or whether we are ultimately found liable.
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For a discussion of current legal matters, please see “Item 3. Legal Proceedings” and Note 4 to our consolidated financial statements under the caption “Contingencies.”
Resolution of these matters, if decided against us, could have a material adverse effect on our results of operations, accrued liabilities or cash flows.
Changes in laws and government regulations or in other stakeholder expectations concerning business conduct, or our failure to adequately estimate the impact of such
changes or expectations, could increase our expenses, expose us to legal risks or otherwise adversely affect us.
Our business is subject to a wide array of laws and regulations, and changes to those laws and regulations could have an adverse effect on our business. For example,
various municipalities regulate the placement or proximity of our stores or may place requirements on the types of products we sell. In addition, the adoption of new
environmental laws and regulations in connection with climate change and the proposed transition to a low carbon economy, including any federal or state laws enacted to
regulate or tax greenhouse gas emissions, could significantly increase our operating or merchandise costs or reduce the demand for our products. These laws and regulations
may include, but are not limited to, requirements relating to hazardous waste materials, recycling, single-use plastics, extended producer responsibility, use of refrigerants,
carbon pricing or carbon taxes, product energy efficiency standards and product labeling. If carbon pricing or carbon taxes are adopted, there is a significant risk that the cost of
merchandise from our suppliers will increase and adversely affect our business and results of operations.
In addition, significant changes in laws or regulations that impact our relationship with our workforce, such as minimum wage increases, health care, labor laws or
workplace safety, could increase our expenses and adversely affect our operations. An increase in federal corporate tax rates also could adversely affect our profitability.
Changes in other regulatory areas, such as consumer credit, privacy and information security, product and food safety, energy or environmental protection, and tariff and other
trade restrictions, among others, could cause our expenses to increase or result in product recalls. Further, if we fail to comply with applicable laws and regulations, including
wage and hour laws, we could be subject to legal risk, including government enforcement action and class action civil litigation, which could adversely affect our results of
operations.
We operate in an increasingly regulated environment across a large and diverse geographic footprint, and we devote substantial resources to ensure effective compliance. If
our programs do not adequately anticipate emerging regulatory expectations or requirements, or if we fail to appropriately design and maintain an effective enterprise
compliance program and system of controls to prevent and detect non-compliance, including implementing and communicating a strong culture of compliance, there is a
possibility any failure to comply with applicable laws and regulations would subject us to enhanced legal risks and adverse outcomes.
In addition to the legal requirements above, we are subject to the influence of a wide range of non-governmental stakeholders whose expectations on topics related to those
described above may impact our business. We may be pressured by our shareholders, associates or customers, or others in the communities where we operate to adopt practices
or policies that are more prescriptive than those required by law. Similar influences may impact our merchandise and other vendors which would indirectly affect our business.
To the extent that these influences result in changes to our operations, we could experience higher costs, and there can be no assurance we will experience offsetting positive
effects on our results of operations. If our stakeholders perceive that we have not adequately addressed their expectations, our reputation could be negatively affected which
could have an adverse impact on our business and results of operations.
Risks Relating to Indebtedness
Our substantial indebtedness could adversely affect our financial condition, limit our ability to obtain additional financing, restrict our operations and make us more
vulnerable to economic downturns and competitive pressures.
Our substantial level of indebtedness could adversely affect our ability to fulfill our obligations and have a negative impact on our financing options and liquidity position.
As of January 28, 2023, our total indebtedness is $3.45 billion. We may in the future incur substantial additional indebtedness. In addition, we have $1.5 billion of additional
borrowing availability under our revolving credit facility, less amounts outstanding for letters of credit totaling $4.4 million.
In addition, our credit ratings impact the cost and availability of future borrowings and, accordingly, our cost of capital. Our ratings reflect the opinions of the ratings
agencies of our financial strength, operating performance and ability to meet our debt obligations. There can be no assurance that we will achieve a particular rating or maintain
a particular rating in the future.
The terms of the agreements governing our indebtedness may restrict our current and future operations, particularly our ability to respond to changes or to pursue our
business strategies, and could adversely affect our capital resources, financial condition and liquidity.
The agreements that govern our indebtedness contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our
ability to engage in acts that may be in our long-term best interests, including, among
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other things, restrictions on our ability to incur liens; make changes in lines of business, subject to certain exceptions; and consolidate or merge with or into, or sell all or
substantially all of our assets to, another person.
In addition, certain of these agreements require us to comply with certain financial maintenance covenants. Our ability to satisfy these financial maintenance covenants can
be affected by events beyond our control, and we cannot assure you that we will meet them.
A breach of the covenants under these agreements could result in an event of default under the applicable indebtedness, which, if not cured or waived, could result in us
having to repay our borrowings before their due dates. Such default may allow the debt holders to accelerate the related debt and may result in the acceleration of any other debt
to which a cross-acceleration or cross-default provision applies. If we are forced to refinance these borrowings on less favorable terms or if we were to experience difficulty in
refinancing the debt prior to maturity, our results of operations or financial condition could be materially affected. In addition, an event of default under our credit facilities may
permit the lenders to terminate all commitments to extend further credit. In the event our lenders or holders of notes accelerate the repayment of such borrowings, we cannot
assure you that we will have sufficient assets to repay such indebtedness.
As a result of these restrictions, we may be limited in how we conduct our business; unable to raise additional debt 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 obligations to increase significantly.
Our revolving credit facility is subject to variable rates that expose us to interest rate risk. We may also incur additional indebtedness subject to variable rates in the future.
Interest rates have increased in fiscal 2022 and further increases are anticipated. When interest rates increase, our debt service obligations on the variable rate indebtedness
increase even though the amount borrowed remains the same, and our net income decreases. Although we may enter into interest rate swaps involving the exchange of floating
for fixed-rate interest payments, to reduce interest rate volatility, we cannot assure you we will choose to or be able to do so.
Borrowings under our revolving credit facility bear interest at a rate derived from the Secured Overnight Financing Rate (“SOFR”). As a result of the discontinuation of
LIBOR as a reference rate in June 2023, there is uncertainty as to whether the transition from LIBOR to SOFR or another reference rate will result in financial market
disruptions or higher interest costs to borrowers, which could increase our interest expense and have an adverse effect on our business and results of operations. Additionally,
any successor rate to SOFR under our revolving credit facility may not have the same characteristics as SOFR or LIBOR. As a result, the amount of interest we may pay on our
revolving credit facility is difficult to predict.
Risks Relating to Our Common Stock
Our business or the value of our common stock could be negatively affected as a result of actions by shareholders.
We value constructive input from investors and regularly engage in dialogue with our shareholders regarding strategy and performance. The Board of Directors and
management team are committed to acting in the best interests of all of our shareholders. There is no assurance that the actions taken by the Board of Directors and management
in seeking to maintain constructive engagement with our shareholders will be successful. Shareholders who disagree with our strategy or the way we are managed may seek to
effect change in the future, through various strategies that could include private engagement, publicity campaigns, proxy contests, and litigation. Responding to these actions
may be costly and time-consuming, disrupt our operations, divert the attention of our Board of Directors, management and employees, and impact our relationship with
investors, vendors, and other third parties. Shareholder engagement also may result in changes to our business plans, operations, strategies, initiatives, governance, management
and risk factors. The perceived uncertainty as to our future direction resulting from these actions of shareholders could also affect the market price and volatility of our common
stock.
The price of our common stock is subject to market and other conditions and may be volatile.
The market price of our common stock may fluctuate significantly in response to a number of factors. These factors, some of which may be beyond our control, include the
perceived prospects and actual results of operations of our business; changes in estimates of our results of operations by analysts, investors or us; trading activity by our large
shareholders; trading activity by sophisticated algorithms (high-frequency trading); our actual results of operations relative to estimates or expectations; actions or
announcements by us or our competitors; litigation and judicial decisions; legislative or regulatory actions or changes; and changes in general economic or market conditions. In
addition, the stock market in general has from time to time experienced extreme price and volume fluctuations. These market fluctuations could reduce the market price of our
common stock for reasons unrelated to our operating performance.
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Certain provisions in our Articles of Incorporation and By-Laws could delay or discourage a change of control transaction that may be in a shareholder’s best interest.
Our Articles of Incorporation and By-Laws contain provisions that may delay or discourage a takeover attempt that a shareholder might consider in his/her best interest.
These provisions, among other things:
• provide that only the Board of Directors, the chairman or vice chairman of the Board, the chief executive officer or shareholders who own 15% or more of the
outstanding shares of our common stock may call special meetings of the shareholders;
• establish certain advance notice procedures for nominations of candidates for election as directors and for shareholder proposals to be considered at shareholders’
meetings; and
• permit the Board of Directors, without further action of the shareholders, to issue and fix the terms of preferred stock, which may have rights senior to those of the
common stock.
However, we believe that these provisions allow our Board of Directors to negotiate a higher price in the event of a takeover attempt which would be in the best interest of
our shareholders.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of January 28, 2023, we operated 16,096 stores across the contiguous United States and the District of Columbia and operated 244 stores within five Canadian
provinces.
The Dollar Tree segment includes 8,134 stores operating under the Dollar Tree and Dollar Tree Canada brands with stores predominantly ranging from 8,000 - 10,000
selling square feet. The Family Dollar segment includes 8,206 stores operating under the Family Dollar brand with stores predominantly ranging from 6,000 - 8,000 selling
square feet. For additional information on store counts and square footage by segment for the years ended January 28, 2023 and January 29, 2022, see “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Overview.”
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
between five and ten years, with options to extend; in some cases we have initial lease terms of up to fifteen years. We believe this leasing strategy enhances our flexibility to
pursue various expansion opportunities resulting from changing market conditions. As current leases expire, we believe that we will be able to obtain lease renewals, if desired,
for present store locations, or to obtain leases for equivalent or better locations in the same general area.
Our network of distribution centers is strategically located throughout the United States to support our stores. As of January 28, 2023, we operated 25 distribution centers
occupying a total of 23.2 million square feet, 15 of which are primarily dedicated to serving our Dollar Tree stores and ten distribution centers primarily serve our Family Dollar
stores. 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. Except for 0.4
million square feet of our distribution center in San Bernardino, California and short-term leases for offsite facilities, all of our distribution center capacity is owned.
Each of our distribution centers contains advanced materials handling technologies, including radio-frequency inventory tracking equipment and specialized information
systems. With the exception of three of our facilities, each of our distribution centers in the United States also contains automated conveyor and sorting systems.
Distribution services in Canada are provided by a third party from facilities in British Columbia and Ontario.
Our store support center in Chesapeake, Virginia is located in an approximately 0.5 million square foot office tower that we own.
For more information on financing of our new, expanded and renovated stores, and distribution centers, see “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” under the caption “Funding Requirements.”
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Item 3. Legal Proceedings
For information regarding legal proceedings in which we are involved, please see Note 4 to the consolidated financial statements included elsewhere in this Annual Report
on Form 10-K, under the caption “Contingencies.” For a further description of certain of these matters and their impact, see “Item 1A. Risk Factors”: “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.
Item 4. Mine Safety Disclosures
None.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on The Nasdaq Global Select Market® under the symbol “DLTR.” As of March 3, 2023, we had 2,125 shareholders of record.
Issuer Purchases of Equity Securities
During fiscal 2022, fiscal 2021 and fiscal 2020, we repurchased 4,613,696, 9,156,898 and 3,982,478 shares of common stock, respectively, on the open market at a total
cost of $647.5 million, $950.0 million and $400.0 million, respectively. The fiscal 2022 share repurchases occurred prior to the fourth quarter. As of January 28, 2023, we had
$1.85 billion remaining under our Board repurchase authorization. The repurchase authorization does not have an expiration date.
Stockholder Matters
We anticipate that substantially all of our cash flow from operations in the foreseeable future will be retained for the development and expansion of our business, the
repayment of indebtedness and, as authorized by our Board of Directors, the repurchase of stock. We do not anticipate paying cash dividends on our common stock in the
foreseeable future.
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Stock Performance Graph
The following graph sets forth the yearly percentage change in the cumulative total shareholder return on our common stock during the five fiscal years ended January 28,
2023, compared with the cumulative total returns of the S&P 500 Index and the S&P 500 Retailing Index. The comparison assumes that $100 was invested in our common
stock on February 3, 2018, and, in each of the foregoing indices on February 3, 2018, and that dividends were reinvested. The stock price performance shown in the graph is not
necessarily indicative of future price performance.
Year Ended
February 3, 2018 February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023
Dollar Tree, Inc. $ 100.00 $ 88.84 $ 80.01 $ 93.41 $ 118.06 $ 138.17
S&P 500 Index 100.00 97.69 118.87 139.37 171.83 157.71
S&P 500 Retailing Index 100.00 108.42 127.45 180.19 195.77 160.10
Item 6. Reserved
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section of Form 10-K generally discusses 2022 and 2021 events and results and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and
year-to-year comparisons between 2021 and 2020 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 29, 2022.
In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our company, including, factors that affect our
business, analysis of annual changes in certain line items in the consolidated financial statements, performance of each of our operating segments, expenditures incurred for
capital projects and sources of funding for future expenditures. As you read Management’s Discussion and Analysis, please refer to our consolidated financial statements and
related notes, included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
Initiatives and Recent Developments
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:
• Dollar Tree
◦ 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.
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◦ 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.
• Supply Chain
◦ 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. Domestically, diesel fuel prices were higher in fiscal 2022 than in the prior year and may
increase further in fiscal 2023 because of international tensions. We are a large importer of merchandise from Asia and rely heavily on domestic freight to
transport goods to our distribution centers and stores, which makes us particularly sensitive to freight costs. Due to these trends, in fiscal 2022, import and
domestic freight costs were higher compared to fiscal 2021; however, we expect freight costs to be lower in fiscal 2023 compared with fiscal 2022.
• Long-term Debt
◦ During the fourth quarter of 2021, we completed the registered offering of $800.0 million of 2.65% Senior Notes due 2031 and $400.0 million of 3.375%
Senior Notes due 2051 and used the proceeds of the offering to redeem the $1.0 billion 2023 Notes, which resulted in our incurring a $43.8 million
prepayment penalty and we accelerated the expensing of $2.7 million of deferred financing and original issue discount costs associated with the 2023
Notes;
◦ During the fourth quarter of 2021, we entered into a credit agreement for a $1.5 billion revolving credit facility, which replaced our then-existing $1.25
billion revolving credit facility.
For additional information regarding the risks related to our business and operations, including risks relating to the implementation of our initiatives, see “Item 1A. Risk
Factors.”
Overview
We are a leading operator of more than 16,300 retail discount stores and we conduct our operations in two reporting segments. Our Dollar Tree segment is the leading
operator of discount variety stores offering merchandise predominantly at the fixed price of $1.25. Our Family Dollar segment operates general merchandise retail discount
stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores.
Our net sales are derived from the sale of merchandise. Two major factors tend to affect our net sales trends. First is our success at opening new stores. Second is the
performance of stores once they are open which can be impacted by a number of factors including operational performance, competition, inflation and changes in the product
assortment, pricing, or quality. Sales vary at our existing stores from one year to the next. We refer to this as a change in comparable store net sales, because we include only
those stores that are open throughout both of the periods being compared, beginning after the first fifteen months of operation. We include sales from stores expanded or
remodeled during the year in the calculation of comparable store net sales, which has the effect of increasing our comparable store net sales. The term ‘expanded’ also includes
stores that are relocated. Stores that have been re-bannered are considered to be new stores and are not included in the calculation of the comparable store net sales change until
after the first fifteen months of operation under the new brand.
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At January 28, 2023, we operated stores in 48 states and the District of Columbia, as well as stores in five Canadian provinces. A breakdown of store counts and square
footage by segment for the years ended January 28, 2023 and January 29, 2022 is as follows:
Year Ended
January 28, 2023 January 29, 2022
Dollar Tree Family Dollar Total Dollar Tree Family Dollar Total
Store Count:
Beginning 8,061 8,016 16,077 7,805 7,880 15,685
New stores 131 333 464 311 225 536
Re-bannered stores (5) 9 4 1 (1) —
Closings (53) (152) (205) (56) (88) (144)
Ending
8,134 8,206 16,340 8,061 8,016 16,077
Relocations 28 92 120 56 68 124
Selling Square Feet (in millions):
Beginning 69.7 59.2 128.9 67.4 57.7 125.1
New stores 1.1 3.1 4.2 2.7 2.0 4.7
Re-bannered stores — 0.1 0.1 — — —
Closings (0.4) (1.1) (1.5) (0.5) (0.6) (1.1)
Relocations 0.1 0.3 0.4 0.1 0.1 0.2
Ending
70.5 61.6 132.1 69.7 59.2 128.9
Stores are included as re-banners when they close or open, respectively.
The average size of stores opened in 2022 was approximately 8,660 selling square feet (or about 10,710 gross square feet) for the Dollar Tree segment and 9,160 selling
square feet (or about 11,210 gross square feet) for the Family Dollar segment. For 2023, we continue to plan to open stores that are 8,000 - 10,000 selling square feet (or about
10,000 - 12,000 gross square feet) for both the Dollar Tree segment and the Family Dollar segment. We believe that these size stores are in the ranges of our optimal sizes
operationally and give our customers a shopping environment which invites them to shop longer, buy more and make return visits.
Fiscal 2022, fiscal 2021 and fiscal 2020 each included 52 weeks.
The percentage change in comparable store net sales for the fiscal year ended January 28, 2023, as compared with the preceding year, is as follows:
Year Ended January 28, 2023
Sales Growth Change in Customer Traffic Change in Average Ticket
Consolidated 5.9 % (2.7) % 8.9 %
Dollar Tree Segment 9.0 % (3.9) % 13.4 %
Family Dollar Segment 2.4 % (1.0) % 3.4 %
Comparable store net sales are positively affected by our expanded and relocated 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.
Results of Operations
Our results of operations and year-over-year changes are discussed in the following section. Note that gross profit margin is calculated as gross profit (i.e., net sales less
cost of sales) divided by net sales. The selling, general and administrative expense rate and operating income margin are calculated by dividing the applicable amount by total
revenue.
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Net Sales
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs. Fiscal 2021(dollars in millions) 2023 2022 2021
Net sales $ 28,318.2 $ 26,309.8 $ 25,508.4 7.6 %
Comparable store net sales change 5.9 % 1.1 % 6.0 %
The increase in net sales from 2021 to 2022 was a result of comparable store net sales increases in the Dollar Tree and Family Dollar segments and sales of $758.6 million
at new stores.
Enterprise comparable store net sales increased 5.9% in 2022, as a result of an 8.9% increase in average ticket, partially offset by a 2.7% decrease in customer traffic.
Comparable store net sales increased 9.0% in the Dollar Tree segment and increased 2.4% in the Family Dollar segment.
Gross Profit
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs. Fiscal 2021(dollars in millions) 2023 2022 2021
Gross profit $ 8,921.9 $ 7,725.9 $ 7,787.4 15.5 %
Gross profit margin 31.5 % 29.4 % 30.5 % 2.1 %
The increase in gross profit margin from 2021 to 2022 was a result of the net of the following:
• Merchandise cost, which includes freight, decreased 255 basis points resulting primarily from higher initial mark-on, partially offset by higher freight costs and
increased sales of lower margin consumable merchandise on the Family Dollar segment.
• Occupancy costs decreased 30 basis points due to leverage from the comparable store net sales increase.
• Distribution costs decreased 5 basis points due to leverage from the comparable store net sales increase and higher capitalized amounts resulting from increases in
inventory levels, partially offset by higher maintenance and compliance costs and higher hourly wages in our distribution centers.
• Shrink costs increased 30 basis points resulting from unfavorable inventory results in relation to accruals.
• Markdown costs increased 45 basis points primarily due to higher promotional and clearance markdowns on the Family Dollar segment and higher clearance
markdowns resulting from a move to a higher value assortment at the $1.25 price point on the Dollar Tree segment.
Selling, General and Administrative Expenses
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs. Fiscal 2021(dollars in millions) 2023 2022 2021
Selling, general and administrative
expenses $ 6,699.1 $ 5,925.9 $ 5,900.4 13.0 %
Selling, general and administrative
expense rate 23.6 % 22.5 % 23.1 % 1.1 %
The increase in the selling, general and administrative expense rate from 2021 to 2022 was the result of the following:
• Other selling, general and administrative expenses increased 70 basis points primarily due to long-lived asset impairments related to certain Family Dollar stores and
the Family Dollar West Memphis, Arkansas distribution center, higher legal fees, including costs related to the reconstitution of the Board of Directors, unfavorable
development of general liability claims and inflationary pressure across several expense categories.
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• Store facility costs increased 35 basis points primarily due to an increase in repairs and maintenance expenses as we focus on store conditions for our customers and
associates, higher utility costs and costs associated with the removal of product from certain Family Dollar stores in connection with the retail-level product recall.
• Payroll expenses increased 10 basis points primarily due to minimum wage increases and other investments in store payroll and higher stock compensation expenses,
partially offset by leverage from the comparable store net sales increase.
• Depreciation and amortization expense was unchanged as a percentage of total revenue, as capital expenditures related to store renovations and improvements were
offset by leverage from the comparable store net sales increase.
Operating Income
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs. Fiscal 2021(dollars in millions) 2023 2022 2021
Operating income $ 2,236.3 $ 1,811.4 $ 1,887.9 23.5 %
Operating income margin 7.9 % 6.9 % 7.4 % 1.0 %
Operating income margin increased to 7.9% in fiscal 2022 compared to 6.9% in fiscal 2021, resulting from the increase in gross profit margin, partially offset by the
increase in the selling, general and administrative expense rate, as described above.
Interest Expense, Net
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs. Fiscal 2021(dollars in millions) 2023 2022 2021
Interest expense, net $ 125.3 $ 178.9 $ 147.3 (30.0) %
Interest expense, net decreased $53.6 million in fiscal 2022 compared to the prior year, resulting from the refinancing of our debt in the fourth quarter of 2021, which
resulted in prepayment penalties of $43.8 million and the acceleration of the expensing of $2.7 million of amortizable non-cash deferred financing costs. Higher interest income
on investments more than offset interest expense on credit facility borrowings in the current year.
Provision for Income taxes
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs. Fiscal 2021(dollars in millions) 2023 2022 2021
Provision for income taxes $ 495.2 $ 304.3 $ 397.9 62.7 %
Effective tax rate 23.5 % 18.6 % 22.9 % 4.9 %
The effective tax rate for 2022 was 23.5% compared to 18.6% for 2021. The 2022 effective rate increased compared to the prior year rate primarily due to a deferred tax
benefit in the prior year related to state entity restructuring as well as higher non-deductible executive compensation and lower Work Opportunity Tax credits as a percentage of
pre-tax income in the current year.
Segment Information
We operate more than 16,300 retail discount stores in 48 states and five Canadian provinces. 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.
We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income. The CODM reviews these metrics for
each of our reporting segments. We may revise the measurement of each segment’s operating income, as determined by the information regularly reviewed by the CODM. If
the measurement of a segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation. Corporate, support and Other
consists primarily of store support center costs that are considered shared services and therefore these selling, general and administrative costs are excluded from our two
reporting business segments. These costs include operating expenses for our store support center and the results of operations for our Summit Pointe property in Chesapeake,
Virginia. The Family Dollar segment “Operating income” includes advertising revenue, which is a component of “Other revenue” in the accompanying consolidated income
statements.
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Dollar Tree
The following table summarizes the operating results of the Dollar Tree segment:
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs.
Fiscal 2021(dollars in millions) 2023 2022 2021
Net sales $ 15,405.7 $ 13,922.1 $ 13,265.0 10.7 %
Gross profit 5,775.5 4,603.6 4,543.8 25.5 %
Gross profit margin 37.5 % 33.1 % 34.3 % 4.4 %
Operating income $ 2,536.0 $ 1,607.0 $ 1,598.0 57.8 %
Operating income
margin 16.5 % 11.5 % 12.0 % 5.0 %
Net sales for the Dollar Tree segment increased $1,483.6 million, or 10.7%, in 2022 compared to 2021 due to an increase in comparable store net sales of 9.0% and $372.8
million of new store sales. Average ticket increased 13.4% and customer traffic declined 3.9% in 2022. Net sales were positively impacted by our $1.25 price point initiative
which increased the selling price of the majority of our $1 merchandise to $1.25. The rollout of this initiative was completed during the first quarter of fiscal 2022. The increase
in price point more than offset the decline in the number of units sold during the year.
Gross profit margin for the Dollar Tree segment increased to 37.5% in 2022 from 33.1% in 2021. The increase is due to the net of the following:
• Merchandise cost, which includes freight, decreased 410 basis points primarily due to higher initial mark-on, partially offset by higher freight costs.
• Occupancy costs decreased 60 basis points primarily due to leverage from the comparable store net sales increase.
• Distribution costs decreased 10 basis points due to leverage from the comparable store net sales increase and higher capitalized balances resulting from increases in
inventory levels partially offset by higher hourly wages in our distribution centers.
• Shrink costs increased 20 basis points resulting from unfavorable inventory results in relation to accruals.
• Markdown costs increased 20 basis points resulting primarily from markdowns for clearance items as we move to a higher value assortment at the $1.25 price point.
Operating income margin for the Dollar Tree segment increased to 16.5% in 2022 from 11.5% in 2021 as a result of the gross profit margin increase noted above and a
decrease in the selling, general and administrative expense rate. The selling, general and administrative expense rate decreased to 21.0% in 2022 compared to 21.5% in 2021 as a
result of the net of the following:
• Payroll expenses decreased 85 basis points primarily due to leverage from the comparable store net sales increase, partially offset by minimum wage increases and
other investments in store payroll.
• Depreciation and amortization expense decreased 5 basis points primarily due to leverage from the comparable store net sales increase, partially offset by capital
expenditures related to store renovations and improvements.
• Store facility costs increased 15 basis points primarily due to an increase in repairs and maintenance expenses as we focus on store conditions for our customers and
associates and higher utility costs, partially offset by leverage from the comparable store net sales increase.
• Other selling, general and administrative expenses increased 25 basis points primarily due to unfavorable development of general liability claims, the benefit in the
prior year associated with the realization of certain tax credits and inflationary pressure across several expense categories in the current year.
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Family Dollar
The following table summarizes the operating results of the Family Dollar segment:
Year Ended Percentage Change
January 28, January 29, January 30,
Fiscal 2022 vs.
Fiscal 2021(dollars in millions) 2023 2022 2021
Net sales $ 12,912.5 $ 12,387.7 $ 12,243.4 4.2 %
Gross profit 3,146.4 3,122.3 3,243.6 0.8 %
Gross profit margin 24.4 % 25.2 % 26.5 % (0.8) %
Operating income $ 127.5 $ 543.1 $ 655.6 (76.5) %
Operating income
margin 1.0 % 4.4 % 5.4 % (3.4) %
Net sales for the Family Dollar segment increased $524.8 million, or 4.2%, in 2022 compared to 2021 due to $385.8 million of new store sales and a comparable store net
sales increase of 2.4%. Average ticket increased 3.4% and customer traffic declined 1.0% in 2022. D uring the first quarter of 2022, approximately 400 stores serviced by the
West Memphis, Arkansas distribution center were temporarily closed in connection with a retail-level product recall. The Family Dollar comparable store net sales increased
2.8% when excluding the effect of the store closures. Net sales in the prior year were positively impacted by significant government stimulus dollars provided to our customers.
Gross profit margin for the Family Dollar segment decreased to 24.4% in 2022 compared to 25.2% in 2021. The decrease is due to the net of the following:
• Markdown costs increased 80 basis points primarily due to higher promotional and clearance markdowns.
• Shrink costs increased 45 basis points resulting from unfavorable inventory results in relation to accruals.
• Distribution costs were unchanged as a percentage of sales compared to the prior year as higher capitalized balances resulting from increases in inventory levels in the
current year were offset by higher maintenance and compliance costs and higher hourly wages in our distribution centers.
• Merchandise cost, which includes freight, decreased 40 basis points primarily due to higher initial mark-on, partially offset by higher sales of lower margin
consumable merchandise and higher freight costs.
Operating income margin for the Family Dollar segment decreased to 1.0% in 2022 from 4.4% in 2021, resulting from the gross profit margin decrease noted above and an
increase in the selling, general and administrative expense rate. The selling, general and administrative expense rate increased to 23.4% in 2022 from 20.9% in 2021 as a result
of the following:
• Other selling, general and administrative expenses increased 95 basis points primarily due to long-lived asset impairments related to certain stores and the West
Memphis, Arkansas distribution center, higher legal fees and inflationary pressure across several expense categories.
• Payroll expenses increased 85 basis points primarily due to minimum wage increases and other investments in store payroll.
• Store facility costs increased 60 basis points primarily due to an increase in repairs and maintenance expenses as we focus on store conditions for our customers and
associates, higher utility costs and costs associated with the removal of product from certain stores in connection with a voluntary retail-level product recall.
• Depreciation and amortization expense increased 15 basis points primarily due to capital expenditures related to store renovations and improvements.
Liquidity and Capital Resources
We invest capital to build and open new stores, expand and renovate existing stores, expand our distribution network and operate our existing stores. Our working capital
requirements for existing stores are seasonal in nature and typically reach their peak in the months of September and October. Historically, we have satisfied our seasonal
working capital requirements for existing stores and have funded our store opening and distribution network expansion programs from internally generated funds and
borrowings under our credit facilities.
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The following table compares cash flow-related information for the years ended January 28, 2023, January 29, 2022 and January 30, 2021:
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Net cash provided by (used in):
Operating activities $ 1,614.8 $ 1,431.5 $ 2,716.3
Investing activities (1,253.8) (1,019.9) (889.7)
Financing activities (686.8) (836.5) (949.9)
Operating Activities
Net cash provided by operating activities increased $183.3 million in 2022 compared to 2021 primarily as a result of higher current year earnings, net of non-cash items,
and smaller decreases in liability balances, partially offset by higher inventory levels and a smaller increase in accounts payable.
Investing Activities
Net cash used in investing activities increased $233.9 million in 2022 compared with 2021 primarily due to higher capital expenditures in the current year.
Financing Activities
Net cash used in financing activities decreased $149.7 million in 2022 compared to 2021 primarily due to the following:
• In 2022, we paid $647.5 million in cash for stock repurchases compared to $950.0 million in the prior year.
• In 2021, we completed the registered offering of $800.0 million aggregate principal amount of Senior Notes due 2031 and $400.0 million aggregate principal amount
of Senior Notes due 2051 and used the proceeds of the offering to redeem the $1.0 billion 2023 Notes, which resulted in our incurring a $43.8 million prepayment
penalty. In addition, in connection with the registering of these senior notes and the refinancing of our revolving line of credit, we paid $15.5 million in deferred
financing costs.
At January 28, 2023, our long-term borrowings were $3.45 billion and we had $1.5 billion available under our revolving credit facility, less amounts outstanding for
standby letters of credit totaling $4.4 million. For additional detail on our long-term borrowings and other commitments, refer to the discussion of Funding Requirements below,
as well as Note 4 and Note 5 to our consolidated financial statements.
Share Repurchases
We repurchased 4,613,696, 9,156,898 and 3,982,478 shares of common stock on the open market in fiscal 2022, fiscal 2021 and fiscal 2020, respectively, for
$647.5 million, $950.0 million and $400.0 million, respectively. At January 28, 2023, we had $1.85 billion remaining under our Board repurchase authorization.
Funding Requirements
Overview
We expect our cash needs for opening new stores and expanding existing stores in fiscal 2023 to total approximately $690.0 million, which includes capital expenditures,
initial inventory and pre-opening costs. Our total estimated capital expenditures for fiscal 2023 are approximately $2.0 billion, including planned expenditures for our new and
expanded stores, store renovations, supply chain and information technology investments, and other property improvements. We believe that we can adequately fund our
working capital requirements and planned capital expenditures for the foreseeable future from net cash provided by operations and potential borrowings under our revolving
credit facility.
Our material contractual obligations consist of long-term debt and related interest payments and operating lease obligations. Additionally, we have commitments related to
ocean shipping contracts, software license and support agreements, telecommunication services and store technology assets and maintenance for our stores. Other commitments
include letters of credit for imported merchandise, standby letters of credit that serve as collateral for our large-deductible insurance programs and surety bonds that serve as
collateral for utility payments at our stores and self-insured insurance programs. For additional information regarding these
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obligations, including amounts outstanding at January 28, 2023, refer to Note 4, Note 5 and Note 6 to our consolidated financial statements.
Critical Accounting Estimates
The preparation of financial statements requires the use of estimates. Certain of our estimates require a high level of judgment and have the potential to have a material
effect on the financial statements if actual results vary significantly from those estimates. Following is a discussion of the estimates that we consider critical.
Inventory Valuation
As discussed in Note 1 to our consolidated financial statements under the caption “Merchandise Inventories,” inventories at the distribution centers are stated at the lower
of cost or net realizable value with cost determined on a weighted-average basis. Cost is assigned to store inventories using the retail inventory method on a weighted-average
basis. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are computed by applying a calculated cost-to-retail ratio to the
retail value of inventories. The retail inventory method is an averaging method that is widely used in the retail industry and results in valuing inventories at lower of cost or
market when markdowns are taken as a reduction of the retail value of inventories on a timely basis.
Inventory valuation methods require certain management estimates and judgments, including estimates of future merchandise markdowns and shrink, which significantly
affect the ending inventory valuation at cost as well as the resulting gross margins. The averaging required in applying the retail inventory method and the estimates of shrink
and markdowns could, under certain circumstances, result in costs not being recorded in the proper period.
We estimate our markdown reserve based on the consideration of a variety of factors, including, but not limited to, quantities of slow moving or seasonal carryover
merchandise on hand, historical markdown statistics and future merchandising plans. The accuracy of our estimates can be affected by many factors, some of which are outside
of our control, including changes in economic conditions and consumer buying trends. Historically, we have not experienced significant differences in our estimated reserve for
markdowns compared with actual results.
Our accrual for shrink is based on the actual, historical shrink results of our most recent physical inventories adjusted, if necessary, for current economic conditions and
business trends. These estimates are compared to actual results as physical inventory counts are taken and reconciled to the general ledger. Our physical inventory counts are
generally taken between January and October of each year; therefore, the shrink accrual recorded at January 28, 2023 is based on estimated shrink for most of 2022, including
the fourth quarter. The amounts recorded in the current year reflect the Dollar Tree and Family Dollar segments’ historical results. We periodically adjust our shrink estimates to
reflect our best estimates based on the factors described and, historically, these adjustments have not been material.
Our management believes that our application of the retail inventory method results in an inventory valuation that reasonably approximates cost and results in carrying
inventory at the lower of cost or market each year on a consistent basis.
Self-Insurance Liabilities
The liabilities related to our self-insurance programs for workers’ compensation and general liability are estimates that require judgment and the use of assumptions.
Semiannually, we obtain third-party actuarial valuations to aid in valuing the liabilities and in determining the amount to accrue during the year. These actuarial valuations are
estimates based on our historical loss development factors and the related accruals are adjusted as management’s estimates change.
Management’s estimate for self-insurance liabilities could vary from the ultimate loss sustained given the difficulty in predicting future events; however, historically, the
net total of these differences has not had a material effect on our financial condition or results of operations.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are initially recorded at their fair values. These assets are not amortized but are evaluated annually for impairment. A more
frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to,
significant negative industry or economic trends, unanticipated changes in the competitive environment and a significant sustained decline in the market price of our stock.
For purposes of our goodwill impairment evaluation, the reporting units are Family Dollar, Dollar Tree and Dollar Tree Canada. Goodwill has been assigned to the
reporting units based on prior business combinations related to the brands. We have the option to initially perform a qualitative assessment to determine whether it is more likely
than not that the fair value is less than the carrying amount. Alternatively, we may bypass the qualitative assessment and proceed directly to performing the quantitative
impairment test.
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In connection with the fiscal 2022 annual impairment evaluation, management’s qualitative assessment did not indicate that it was more likely than not that the fair value of the
reporting units were less than their carrying values. However, due to recent executive level management changes and investments being made with respect to the Family Dollar
reporting unit, management elected to perform a quantitative assessment of both the Family Dollar goodwill and trade name.
We estimate the fair value using a combination of a market multiple method and a discounted cash flow method. Under the market multiple approach, we estimate a fair
value based on comparable companies’ market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted for a control
premium. Under the discounted cash flow approach, we project future cash flows which are discounted using a weighted-average cost of capital analysis that reflects current
market conditions, adjusted for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). If the carrying amount of a reporting unit
exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess.
The Family Dollar goodwill and trade name comprise a substantial portion of our goodwill and indefinite-lived intangible assets and management’s judgment utilized in the
Family Dollar goodwill and trade name impairment evaluations is critical. The computations require management to make estimates and assumptions and actual results may
differ significantly, particularly if there are significant adverse changes in the operating environment. Critical assumptions that are used as part of a quantitative Family Dollar
goodwill evaluation include:
• The potential future revenue, EBITDA and cash flows of the reporting unit. The projections use management’s assumptions about economic and market conditions
over the projected period as well as our estimates of future performance and reporting unit revenue, gross margin, expenses and other factors. The resulting revenue,
EBITDA and cash flow estimates are based on our most recent business operating plans, and various growth rates are assumed for years beyond the current business
plan period. These operating plans include anticipated investments in associate wages, improved store execution, enhanced safety and working conditions, increased
supply chain efficiencies, competitive pricing, and enhancements to our technology infrastructure. We believe that the assumptions, estimates and rates used in our
fiscal 2022 impairment evaluations are reasonable; however, variations in the assumptions, estimates and rates could result in significantly different estimates of fair
value.
• Selection of an appropriate discount rate. Calculating the present value of future cash flows requires the selection of an appropriate discount rate, which is based on a
weighted-average cost of capital analysis. The discount rate is affected by changes in short-term interest rates and long-term yield as well as variances in the typical
capital structure of marketplace participants. Given current economic conditions, it is possible that the discount rate will fluctuate in the near term. We engaged third
party experts to assist in the determination of the weighted-average cost of capital used to discount the cash flows for our Family Dollar reporting unit. The weighted-
average cost of capital used to discount the cash flows for our evaluation was 9.5% for our fiscal 2022 analysis.
Our evaluation of goodwill did not result in impairment charges being recorded in fiscal 2022, 2021 or 2020.
Indefinite-lived intangible assets, such as the Family Dollar trade name, are not subject to amortization but are reviewed at least annually for impairment. The indefinite-
lived intangible asset impairment evaluations are performed by comparing the fair value of the indefinite-lived intangible assets to their carrying values. We estimate the fair
value of our trade name intangible asset based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including
estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which
are inherently uncertain. The discount rate includes a premium compared to the discount rate used for the Family Dollar goodwill impairment evaluation due to the inherently
higher risk profile of intangible assets compared to the overall reporting unit.
Our evaluation of the Family Dollar trade name did not result in impairment charges during fiscal 2022, 2021 or 2020.
For additional information related to goodwill and indefinite-lived intangible assets, including the related impairment evaluations, refer to Note 1 to our consolidated
financial statements under the caption “Goodwill and Nonamortizing Intangible Assets.” For additional information related to uncertainties associated with the key assumptions
and any potential events and/or circumstances that could have a negative effect on the key assumptions, please refer to “Item 1A. Risk Factors” and elsewhere within this “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If our assumptions and related estimates change in the future, we may be required
to record impairment charges against earnings in future periods. Any impairment charges that we may take in the future could be material to our results of operations and
financial condition.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various types of market risk in the normal course of our business, including the impact of interest rate changes and diesel fuel cost changes. We may
enter into interest rate or diesel fuel swaps to manage exposure to interest rate and diesel fuel price changes. We do not enter into derivative instruments for any purpose other
than cash flow hedging and we do not hold derivative instruments for trading purposes.
Interest Rate Risk
Our exposure to interest rate risk relates to our revolving credit facility, as borrowings under the revolving credit facility bear interest at SOFR, reset periodically, plus
0.10%, plus 0.875% to 1.50% as determined by our credit ratings and leverage ratio. At January 28, 2023, there were no borrowings outstanding under the revolving credit
facility.
Inflation Risk
The primary inflationary factors impacting our business include changes to the costs of merchandise, transportation (including the cost of diesel fuel), and labor. If these
inflationary pressures become significant, we may not be able to fully offset such higher costs through price increases on the Family Dollar banner or through adjustments to
our product assortment, improvements in operational efficiencies or increases in our comparable store net sales on the Dollar Tree banner. Our inability or failure to do so could
harm our business, financial condition and results of operations.
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Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) 37
Consolidated Income Statements 39
Consolidated Statements of Comprehensive Income 40
Consolidated Balance Sheets 41
Consolidated Statements of Shareholders’ Equity 42
Consolidated Statements of Cash Flows 43
Notes to Consolidated Financial Statements 44
Note 1 - Summary of Significant Accounting Policies 44
Note 2 - Supplemental Balance Sheet Information 48
Note 3 - Income Taxes 49
Note 4 - Commitments and Contingencies 51
Note 5 - Long-Term Debt 53
Note 6 - Leases 55
Note 7 - Fair Value Measurements 56
Note 8 - Shareholders’ Equity 57
Note 9 - Employee Benefit Plans 57
Note 10 - Stock-Based Compensation Plans 58
Note 11 - Segments and Disaggregated Revenue 60
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Dollar Tree, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company) as of January 28, 2023 and January 29, 2022, the related
consolidated income statements, statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period ended January 28,
2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of January 28, 2023 and January 29, 2022, and the results of its operations and its cash flows for each of the years in the three‑year period
ended January 28, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over
financial reporting as of January 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated March 10, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Estimated self‑insurance liability
As discussed in Note 1 to the consolidated financial statements, the Company considers actuarial assumptions to estimate its self‑insurance liability. As of January 28, 2023,
the Company recorded an estimated liability of $318 million.
We identified the evaluation of the estimated self‑insurance liability as a critical audit matter. The estimation process involves auditor judgment and actuarial expertise to
evaluate the actuarial methods and assumptions that are used to estimate future claim payments. Specifically, the evaluation includes the assumptions related to the loss
development factors and expected loss rates which are primarily driven by historical claims paid and incurred data.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal
controls over the Company’s self‑insurance liability estimation process. This included controls related to (1) the selection of the actuarial methods, and the development of the
loss development factors and expected loss rates used to calculate the liability, and (2) the completeness and accuracy of historical claims paid and incurred data. We assessed
the Company’s estimate of the liability by testing a selection of certain data, including claims data, utilized by the Company’s actuary by comparing it to relevant
documentation. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
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• assessing the Company’s actuarial methods by comparing them to generally accepted actuarial methodologies; and
• evaluating the Company’s actuarial estimates and assumptions related to the loss development factors and expected loss rates, by comparing them to generally accepted
actuarial methodologies and the Company’s historical data and trends.
/s/ KPMG LLP
We have served as the Company’s auditor since 1987.
Norfolk, Virginia
March 10, 2023
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DOLLAR TREE, INC.
CONSOLIDATED INCOME STATEMENTS
Year Ended
January 28, January 29, January 30,
(in millions, except per share data) 2023 2022 2021
Net sales $ 28,318.2 $ 26,309.8 $ 25,508.4
Other revenue 13.5 11.4 0.9
Total revenue 28,331.7 26,321.2 25,509.3
Cost of sales 19,396.3 18,583.9 17,721.0
Selling, general and administrative expenses 6,699.1 5,925.9 5,900.4
Operating income 2,236.3 1,811.4 1,887.9
Interest expense, net 125.3 178.9 147.3
Other expense, net 0.4 0.3 0.8
Income before income taxes 2,110.6 1,632.2 1,739.8
Provision for income taxes 495.2 304.3 397.9
Net income
$ 1,615.4 $ 1,327.9 $ 1,341.9
Basic net income per share
$ 7.24 $ 5.83 $ 5.68
Diluted net income per share
$ 7.21 $ 5.80 $ 5.65
See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Net income $ 1,615.4 $ 1,327.9 $ 1,341.9
Foreign currency translation adjustments (6.0) — 4.6
Total comprehensive income
$ 1,609.4 $ 1,327.9 $ 1,346.5
See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data) January 28, 2023 January 29, 2022
ASSETS
Current assets:
Cash and cash equivalents $ 642.8 $ 984.9
Merchandise inventories 5,449.3 4,367.3
Other current assets 275.0 257.0
Total current assets 6,367.1 5,609.2
Property, plant and equipment, net of accumulated depreciation of $6,025.4 and $5,363.8,
respectively 4,972.2 4,477.3
Restricted cash 68.5 53.4
Operating lease right-of-use assets 6,458.0 6,425.3
Goodwill 1,983.1 1,984.4
Trade name intangible asset 3,100.0 3,100.0
Deferred tax asset 15.0 20.3
Other assets 58.2 51.9
Total assets
$ 23,022.1 $ 21,721.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of operating lease liabilities $ 1,449.6 $ 1,407.8
Accounts payable 1,899.8 1,884.2
Income taxes payable 58.1 82.6
Other current liabilities 817.7 802.0
Total current liabilities 4,225.2 4,176.6
Long-term debt, net 3,421.6 3,417.0
Operating lease liabilities, long-term 5,255.3 5,145.5
Deferred income taxes, net 1,105.7 987.2
Income taxes payable, long-term 17.4 20.9
Other liabilities 245.4 256.1
Total liabilities 14,270.6 14,003.3
Commitments and contingencies (Note 4)
Shareholders’ equity:
Common stock, par value $0.01; 600,000,000 shares authorized, 221,222,984 and
225,100,198 shares issued and outstanding at January 28, 2023 and January 29, 2022,
respectively 2.2 2.2
Additional paid-in capital 667.5 1,243.9
Accumulated other comprehensive loss (41.2) (35.2)
Retained earnings 8,123.0 6,507.6
Total shareholders’ equity 8,751.5 7,718.5
Total liabilities and shareholders’ equity
$ 23,022.1 $ 21,721.8
See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
YEARS ENDED JANUARY 28, 2023, JANUARY 29, 2022, AND JANUARY 30, 2021
(in millions)
Common
Stock
Shares
Common
Stock
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Shareholders’
Equity
Balance at February 1, 2020 236.7 $ 2.4 $ 2,454.4 $ (39.8) $ 3,837.8 $ 6,254.8
Net income — — — — 1,341.9 1,341.9
Total other comprehensive income — — — 4.6 — 4.6
Issuance of stock under Employee Stock
Purchase Plan 0.2 — 10.0 — — 10.0
Exercise of stock options 0.1 — 7.0 — — 7.0
Stock-based compensation, net 0.4 — 67.0 — — 67.0
Repurchase of stock (4.0) (0.1) (399.9) — — (400.0)
Balance at January 30, 2021 233.4 2.3 2,138.5 (35.2) 5,179.7 7,285.3
Net income — — — — 1,327.9 1,327.9
Issuance of stock under Employee Stock
Purchase Plan 0.1 — 10.4 — — 10.4
Exercise of stock options 0.1 — 7.4 — — 7.4
Stock-based compensation, net 0.7 — 37.5 — — 37.5
Repurchase of stock (9.2) (0.1) (949.9) — — (950.0)
Balance at January 29, 2022 225.1 2.2 1,243.9 (35.2) 6,507.6 7,718.5
Net income — — — — 1,615.4 1,615.4
Total other comprehensive loss — — — (6.0) — (6.0)
Issuance of stock under Employee Stock
Purchase Plan 0.1 — 9.3 — — 9.3
Stock-based compensation, net 0.6 — 61.8 — — 61.8
Repurchase of stock (4.6) — (647.5) — — (647.5)
Balance at January 28, 2023
221.2 $ 2.2 $ 667.5 $ (41.2) $ 8,123.0 $ 8,751.5
See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Cash flows from operating activities:
Net income $ 1,615.4 $ 1,327.9 $ 1,341.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 767.9 716.0 686.6
Provision for deferred income taxes 123.0 (23.2) 30.7
Stock-based compensation expense 110.4 79.9 83.9
Amortization of debt discount and debt-issuance costs 4.6 8.9 4.0
Other non-cash adjustments to net income 59.1 11.2 19.0
Loss on debt extinguishment — 43.8 —
Changes in operating assets and liabilities:
Merchandise inventories (1,085.4) (940.4) 97.1
Other current assets (17.9) (49.9) 1.7
Other assets (6.8) (2.6) (7.0)
Accounts payable 16.8 403.8 142.6
Income taxes payable (24.5) (3.7) 23.6
Other current liabilities (2.2) (36.5) 203.4
Other liabilities (14.4) (98.2) 88.2
Operating lease right-of-use assets and liabilities, net 68.8 (5.5) 0.6
Net cash provided by operating activities 1,614.8 1,431.5 2,716.3
Cash flows from investing activities:
Capital expenditures (1,248.8) (1,021.2) (898.8)
Proceeds from governmental grant — 2.9 —
Proceeds from (payments for) fixed asset disposition (5.0) (1.6) 9.1
Net cash used in investing activities (1,253.8) (1,019.9) (889.7)
Cash flows from financing activities:
Proceeds from long-term debt, net of discount — 1,197.4 —
Principal payments for long-term debt — (1,000.0) (550.0)
Debt-issuance and debt extinguishment costs — (59.3) —
Proceeds from revolving credit facility 555.0 — 750.0
Repayments of revolving credit facility (555.0) — (750.0)
Proceeds from stock issued pursuant to stock-based compensation plans 9.3 17.8 17.0
Cash paid for taxes on exercises/vesting of stock-based compensation (48.6) (42.4) (16.9)
Payments for repurchase of stock (647.5) (950.0) (400.0)
Net cash used in financing activities (686.8) (836.5) (949.9)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (1.2) (0.4) 0.9
Net increase (decrease) in cash, cash equivalents and restricted cash (327.0) (425.3) 877.6
Cash, cash equivalents and restricted cash at beginning of year 1,038.3 1,463.6 586.0
Cash, cash equivalents and restricted cash at end of year
$ 711.3 $ 1,038.3 $ 1,463.6
Supplemental disclosure of cash flow information:
Cash paid for:
Interest, net of amounts capitalized $ 132.2 $ 176.1 $ 152.9
Income taxes $ 401.3 $ 363.4 $ 357.7
Non-cash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,538.3 $ 1,495.3 $ 1,440.2
Accrued capital expenditures $ 86.6 $ 68.3 $ 44.9
See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Description of Business
Unless otherwise stated, references to “we,” “us,” and “our” in this annual report on Form 10-K refer to Dollar Tree, Inc. and its direct and indirect subsidiaries on a
consolidated basis.
We are a leading operator of discount retail stores in the United States and Canada. Below are those accounting policies that we consider to be significant.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the financial statements of Dollar Tree, Inc., and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
Segment Information
At January 28, 2023, we operate more than 16,300 retail discount stores in 48 states and five Canadian provinces. 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 for additional information regarding our operating segments.
Foreign Currency
The functional currencies of certain of our international subsidiaries are the local currencies of the countries in which the subsidiaries are located. Foreign currency
denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Results of operations and cash flows
are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component
of shareholders’ equity in accumulated other comprehensive loss. Gains and losses from foreign currency transactions, which are included in “Other expense, net” have not
been significant.
Fiscal Year
Our fiscal year is a 52-week or 53-week period ending on the Saturday closest to January 31. References to “2022” or “fiscal 2022,” “2021” or “fiscal 2021,” and “2020” or
“fiscal 2020” relate to the 52-week fiscal years ended January 28, 2023, January 29, 2022, and January 30, 2021, respectively. “2023” or “fiscal 2023” refers to the 53-week
fiscal year ending February 3, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents at January 28, 2023 and January 29, 2022 includes $317.2 million and $680.6 million, respectively, of investments primarily in money market
securities which are valued at cost, which approximates fair value. We consider all highly-liquid debt instruments with original maturities of three months or less to be cash
equivalents. The majority of payments due from financial institutions for the settlement of debit card and credit card transactions process within three business days, and
therefore are classified as cash and cash equivalents.
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Merchandise Inventories
Merchandise inventories at our distribution centers are stated at the lower of cost or net realizable value, determined on a weighted-average cost basis. Cost is assigned to
store inventories using the retail inventory method on a weighted-average basis. Under the retail inventory method, the valuation of inventories at cost and the resulting gross
margins are computed by applying a calculated cost-to-retail ratio to the retail value of inventories.
Costs directly associated with warehousing and distribution are capitalized as merchandise inventories. Total warehousing and distribution costs capitalized into inventory
amounted to $298.6 million and $203.2 million at January 28, 2023 and January 29, 2022, respectively.
Property, Plant and Equipment
Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:
Buildings 39 to 40 years
Furniture, fixtures and equipment 3 to 15 years
Leasehold improvements are amortized over the shorter of the estimated useful lives of the respective assets or the related lease terms. Amortization is included in “Selling,
general and administrative expenses” in the accompanying consolidated income statements.
Costs incurred related to software developed for internal use are capitalized and amortized, generally over three years.
Capitalized Interest
We capitalize interest on borrowed funds during the construction of certain property and equipment. We capitalized $3.8 million, $1.1 million and $3.2 million of interest
costs in the years ended January 28, 2023, January 29, 2022 and January 30, 2021, respectively.
Insurance Reserves and Restricted Cash
We utilize a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain
risks, including workers’ compensation, general liability and automobile liability. Liabilities associated with the risks that are retained by us are not discounted and are
estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions.
Dollar Tree Insurance, Inc., a South Carolina-based wholly-owned captive insurance subsidiary of ours, charges the operating subsidiary companies premiums to insure the
retained workers’ compensation, general liability and automobile liability exposures. Pursuant to South Carolina insurance regulations, Dollar Tree Insurance, Inc. maintains
certain levels of cash and cash equivalents related to its self-insured exposures.
We also maintain certain cash balances related to our insurance programs which are held in trust and restricted as to withdrawal or use. These amounts are reflected in
“Restricted cash” in the accompanying consolidated balance sheets.
Lease Accounting
Our lease portfolio primarily consists of leases for our retail store locations and we also lease vehicles and trailers, as well as distribution center space and equipment. We
determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of
the economic benefits from and have the ability to direct the use of the asset. Leases with an initial term of 12 months or less are not recorded on the consolidated balance
sheets. We recognize expense for these leases on a straight-line basis over the lease term. For leases with an initial term in excess of 12 months, operating lease right-of-use
assets and operating lease liabilities are recognized based on the present value of the future lease payments over the committed lease term at the lease commencement date.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of future lease payments. Inputs to the
calculation of our incremental borrowing rate include the valuations and yields of our outstanding senior notes and their credit spreads over comparable U.S. Treasury rates,
adjusted to a collateralized basis by estimating the credit spread improvement that would result from an upgrade of one ratings classification. Most leases include one or more
options to renew and the exercise of renewal options is at our sole discretion. We do not include renewal options in our determination of the lease term unless the renewals are
deemed to be reasonably certain. Operating lease expense for lease payments not yet paid is recognized on a straight-line basis over the lease term. The operating lease right-of-
use asset is reduced by lease incentives, which has the effect of
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lowering the operating lease expense. Operating lease right-of-use assets are periodically reviewed for impairment losses. We use the long-lived assets impairment guidance in
ASC Subtopic 360-10, “Property, Plant, and Equipment - Overall,” to determine whether a right-of-use asset is impaired, and if so, the amount of the impairment loss to
recognize.
We have real estate leases that typically include payments related to non-lease components, such as common area maintenance, as well as payments for real estate taxes
and insurance which are not considered components of the lease. These payments are generally variable and based on actual costs incurred by the lessor. These costs are
expensed as incurred as variable lease costs and excluded for the purpose of calculating the right-of-use asset and lease liability. A smaller number of real estate leases contain
fixed payments for common area maintenance, real estate taxes and insurance. These fixed payments are considered part of the lease payment and included in the right-of-use
asset and lease liability. In addition, certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include
rental payments adjusted periodically for inflation. These payments are expensed as incurred as variable lease costs. Our lease agreements do not contain any material residual
value guarantees or material restrictive financial covenants.
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.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
We review our long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net undiscounted cash flows
expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of
the assets exceeds the fair value of the assets based on discounted cash flows or other readily available evidence of fair value, if any. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell. In fiscal 2022, 2021 and 2020, we recorded charges of $39.9 million, $4.4 million and $4.6 million, respectively, to
write down certain assets, including $20.1 million, $3.9 million and $3.8 million in fiscal 2022, 2021 and 2020, respectively, to write down Operating lease right-of-use assets.
Included in 2022 is $14.0 million for West Memphis distribution center asset impairments. These charges are recorded as a component of “Selling, general and administrative
expenses” in the accompanying consolidated income statements.
Goodwill and Nonamortizing Intangible Assets
Goodwill and nonamortizing intangible assets, including the Family Dollar trade name, are not amortized, but rather tested for impairment at least annually. In addition,
goodwill and nonamortizing intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has
been incurred. For both goodwill and nonamortizing intangible assets, we have the option to initially perform a qualitative assessment to determine whether it is more likely than
not that an impairment exists. Alternatively, we may bypass the qualitative assessment in any given year and proceed directly to performing the quantitative impairment test.
We perform our annual impairment testing of goodwill and nonamortizing intangible assets during the fourth quarter of each year. Our reporting units are determined in
accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other.”
When a quantitative impairment test is performed for the Family Dollar trade name, we compare the fair value, based on an income approach using the relief-from-royalty
method, to its carrying value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. Our annual
impairment evaluation of the Family Dollar trade name did not result in impairment charges during fiscal 2022, 2021 or 2020.
Subsequent to the evaluation of the Family Dollar trade name for impairment, we evaluate goodwill for impairment. When a quantitative test is performed, we estimate the
fair value of the reporting unit using a combination of a market multiple method and a discounted cash flow method. We recognize goodwill impairment for the amount by
which the reporting unit’s carrying amount exceeds its estimated fair value, not to exceed the total carrying amount of goodwill allocated to the reporting unit.
The annual goodwill impairment evaluations in 2022, 2021 and 2020 did not result in impairment. We have recorded cumulative goodwill impairment charges totaling
$3,040.0 million, all of which relate to the Family Dollar reporting unit.
Revenue Recognition
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.
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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.
Cost of Sales
We include the cost of merchandise, warehousing and distribution costs, and certain occupancy costs in cost of sales.
Vendor Allowances
We receive vendor support in the form of cash payments or allowances through a variety of reimbursements such as purchase discounts, cooperative advertising,
markdowns, scandowns and volume rebates. We have agreements with vendors setting forth the specific conditions for each allowance or payment. We either recognize the
allowance as a reduction of current costs or defer the payment over the period the related merchandise is sold. If the payment is a reimbursement for costs incurred, it is offset
against those related costs; otherwise, it is treated as a reduction to the cost of merchandise.
Pre-Opening Costs
We expense pre-opening costs for new, expanded, relocated and re-bannered stores and for distribution centers, as incurred.
Advertising Costs
We expense advertising costs as they are incurred and they are included in “Selling, general and administrative expenses” within the accompanying consolidated income
statements. Advertising costs, net of co-op recoveries from vendors, were $99.5 million, $93.9 million and $80.8 million in fiscal 2022, 2021 and 2020, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change.
We recognize a financial statement benefit for a tax position if we determine that it is more likely than not that the position will be sustained upon examination.
We include interest and penalties in the provision for income tax expense and income taxes payable. We do not provide for any penalties associated with tax contingencies
unless they are considered probable of assessment.
Stock-Based Compensation
We recognize expense for all share-based payments to employees and non-employee directors based on their fair values. Total stock-based compensation expense for 2022,
2021 and 2020 was $110.4 million, $79.9 million and $83.9 million, respectively.
We recognize expense related to the fair value of restricted stock units (RSUs) and stock options over the requisite service period on a straight-line basis or a shorter period
based on the retirement eligibility of the grantee. The fair value of RSUs is determined using the closing price of our common stock on the date of grant. The fair value of stock
option grants is estimated on the date of grant using the Black-Scholes option pricing model. We account for forfeitures when they occur.
Net Income Per Share
Basic net income per share has been computed by dividing net income by the weighted average number of shares outstanding. Diluted net income per share reflects the
potential dilution that could occur assuming the inclusion of dilutive potential shares and has been computed by dividing net income by the weighted average number of shares
and dilutive potential shares outstanding. Dilutive potential shares include all outstanding stock options and unvested RSUs after applying the treasury stock method.
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Note 2 - Supplemental Balance Sheet Information
Property, Plant and Equipment, Net
Property, plant and equipment, net, as of January 28, 2023 and January 29, 2022 consists of the following:
January 28, January 29,
(in millions) 2023 2022
Land $ 242.6 $ 239.7
Buildings 1,631.6 1,568.2
Leasehold improvements 3,227.9 2,840.1
Furniture, fixtures and equipment 5,261.7 4,704.1
Construction in progress 633.8 489.0
Total property, plant and equipment 10,997.6 9,841.1
Less: accumulated depreciation 6,025.4 5,363.8
Total property, plant and equipment, net
$ 4,972.2 $ 4,477.3
Depreciation expense was $737.4 million, $672.0 million, and $631.1 million for the years ended January 28, 2023, January 29, 2022, and January 30, 2021, respectively.
Other Current Liabilities
Other current liabilities as of January 28, 2023 and January 29, 2022 consist of the following:
January 28, January 29,
(in millions) 2023 2022
Taxes (other than income taxes) $ 253.7 $ 313.5
Compensation and benefits 143.9 123.8
Insurance 131.1 121.5
Other 289.0 243.2
Total other current liabilities
$ 817.7 $ 802.0
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Note 3 - Income Taxes
The provision for income taxes consists of the following:
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Current taxes:
Federal $ 322.0 $ 271.1 $ 279.5
State 50.2 56.3 87.4
Foreign 0.1 0.1 0.2
Total current taxes 372.3 327.5 367.1
Deferred taxes:
Federal 88.1 50.3 32.6
State 30.3 (76.5) (3.8)
Foreign 4.5 3.0 2.0
Total deferred taxes 122.9 (23.2) 30.8
Provision for income taxes
$ 495.2 $ 304.3 $ 397.9
A reconciliation of the statutory U.S. federal income tax rate and the effective tax rate follows:
Year Ended
January 28, 2023 January 29, 2022 January 30, 2021
Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 %
Effect of:
State and local income taxes, net of federal income tax benefit 3.7 3.7 3.2
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
Work Opportunity Tax Credit (1.4) (1.8) (1.6)
Deferred tax rate change 0.7 (3.8) —
Change in valuation allowance (0.3) — —
Other, net — — 0.2
Effective tax rate
23.5 % 18.6 % 22.9 %
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.
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Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.
Significant components of our net deferred tax assets (liabilities) follow:
(in millions)
January 28,
2023
January 29,
2022
Deferred tax assets:
Operating lease liabilities $ 1,703.5 $ 1,647.3
Net operating losses, interest expense and credit carryforwards 69.3 91.5
Accrued expenses 31.0 50.7
Accrued compensation expense 33.9 34.9
Inventory — 24.4
State tax election 14.3 15.8
Other 2.5 2.4
Total deferred tax assets 1,854.5 1,867.0
Valuation allowance (4.0) (13.0)
Deferred tax assets, net 1,850.5 1,854.0
Deferred tax liabilities:
Operating lease right-of-use assets (1,630.9) (1,578.4)
Other intangibles (760.4) (780.9)
Property and equipment (509.2) (435.6)
Prepaids (25.9) (26.0)
Inventory (14.8) —
Total deferred tax liabilities (2,941.2) (2,820.9)
Deferred income taxes, net
$ (1,090.7) $ (966.9)
At January 28, 2023, we had certain state tax credit carryforwards, net operating loss carryforwards and capital loss carryforwards totaling $69.3 million. Some of these
carryforwards will expire, if not utilized, beginning in 2023 through 2042.
A valuation allowance of $4.0 million, net of federal tax benefits, has been provided principally for certain state credit carryforwards and net operating loss carryforwards.
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. In
assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred taxes will not be realized. Based upon the
availability of carrybacks of future deductible amounts and our projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe
it is more likely than not the remaining existing deductible temporary differences will reverse during periods in which carrybacks are available or in which we generate net
taxable income.
Uncertain Tax Positions
We are participating in the IRS Compliance Assurance Program (“CAP”) for fiscal 2022 and we have been accepted into the program for fiscal 2023. This program
accelerates the examination of key transactions with the goal of resolving any issues before the tax return is filed. Our federal tax returns have been examined and all issues have
been settled through the fiscal 2019 tax year, as well as the fiscal 2021 tax year. In fiscal 2020, we participated in the CAP under the IRS’s bridge year program and as a result,
the IRS will not be completing an audit on the 2020 tax return at this time. Several states completed their examinations during fiscal 2022. In general, fiscal 2019 and forward
are within the statute of limitations for state tax purposes. The statute of limitations is still open prior to fiscal 2019 for some states.
The balance for unrecognized tax benefits at January 28, 2023 was $17.4 million. The total amount of unrecognized tax benefits at January 28, 2023 that, if recognized,
would affect the effective tax rate was $13.8 million (net of the federal tax benefit).
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The following is a reconciliation of our total gross unrecognized tax benefits:
(in millions) January 28, 2023 January 29, 2022
Beginning Balance $ 20.9 $ 22.6
Additions for tax positions of prior years 2.3 4.6
Additions, based on tax positions related to current year 4.0 2.7
Settlements (0.1) —
Lapses in statutes of limitation (9.7) (9.0)
Ending balance
$ 17.4 $ 20.9
We believe it is reasonably possible that $2.5 million to $3.5 million of the reserve for uncertain tax positions may be reduced during the next 12 months principally as a
result of the effective settlement of outstanding issues. It is also possible that state tax reserves will be reduced for audit settlements and statute expirations within the next 12
months. At this point it is not possible to estimate a range associated with the resolution of these audits. We do not expect any change to have a material impact to our
consolidated financial statements.
As of January 28, 2023, we have recorded a liability for potential interest and penalties of $1.5 million.
Note 4 – Commitments and Contingencies
Purchase Obligations
At January 28, 2023, we have commitments totaling $300.5 million related to ocean shipping contracts and commitments of $243.5 million related to agreements for
software licenses and support, telecommunication services and store technology assets and maintenance for our stores. We also have commitments totaling $105.4 million
related to software agreements that we entered into subsequent to January 28, 2023.
Letters of Credit
We have $ 425.0 million in trade letters of credit with various financial institutions, under which $150.6 million was committed to these letters of credit issued for routine
purchases of imported merchandise at January 28, 2023.
Surety Bonds
We have issued various surety bonds that primarily serve as collateral for utility payments at our stores and self-insured insurance programs. These bonds total $160.5
million and are committed through various dates through fiscal 2027.
Contingencies
We are defendants in legal proceedings including the class, collective, representative and large cases as well as individual claims in arbitration. We will vigorously defend
ourselves in these matters. We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business or financial condition. We
cannot give assurance, however, that one or more of these matters will not have a material effect on our results of operations for the quarter or year in which they are reserved or
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. For matters that have
settled, we reserve the estimated settlement amount. 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
On February 11, 2022, the FDA issued Form 483 observations primarily regarding rodent infestation at Family Dollar’s West Memphis, Arkansas distribution center (“DC
202”) and the related sale and distribution of adulterated product, as well as other processes and procedures that require remediation. In connection therewith, we initiated a
retail-level product recall of FDA and U.S. Department of Agriculture-regulated products stored and shipped from DC 202 from January 1, 2021 through February 18, 2022 (the
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“Recall”), temporarily closed DC 202 for extensive cleaning, temporarily closed the affected stores to permit the removal and destruction of inventory subject to the Recall,
ceased sales of relevant inventory subject to the Recall, ceased the direct shipment of FDA-regulated products from DC 202, and initiated corrective actions. In June 2022, we
stopped shipping to stores from DC 202 and have since disposed of all of the inventory that was in the facility. On November 9, 2022 we received an FDA Warning Letter
(“Warning Letter”) in connection with the DC 202 inspection. The conditions and issues detailed in the Warning Letter are generally the same as those described in the Form
483 observations or were otherwise observed during the inspection. The Warning Letter acknowledged certain remedial actions we have taken in response to the Form 483
observations, including conducting the recall and decommissioning the facility. We continue to cooperate with the FDA.
Since February 22, 2022, Family Dollar has been named in 14 putative class action complaints primarily related to issues associated with DC 202 described above. The
lawsuits are proceeding in federal court in Tennessee using the federal court’s multi-district litigation process. An amended consolidated complaint seeking class action status
was filed October 17, 2022 alleging violations of the Mississippi, Arkansas, Louisiana, Tennessee, Alabama and Missouri consumer protection laws, breach of warranty,
negligence, misrepresentation, deception and unjust enrichment related to the sale of products that may be contaminated by virtue of rodent infestation and other unsanitary
conditions. Plaintiffs seek damages, attorney fees and costs, punitive damages and the replacement of, or refund of, money paid to purchase the relevant products, and any other
legal relief available for their claims (in each case in unspecified amounts), including equitable and injunctive relief. We have filed a motion to dismiss the amended
consolidated complaint.
On March 1, 2022, a federal grand jury subpoena was issued to us by the Eastern District of Arkansas requesting the production of information, documents and records
pertaining to pests, sanitation and compliance with law regarding certain of our procedures and products. In connection with this matter, we have been investigating the
condition of FDA-regulated product shipped from DC 202. We are cooperating fully with the U.S. Department of Justice investigation, including having produced documents
and provided additional information. As part of this cooperation, we may engage in discussions with the government in an effort to reach a negotiated resolution. Due to the
inherent uncertainties associated with this matter, no assurance can be given as to the timing or outcome of this matter, which could include penalties and company
undertakings.
On April 28, 2022, the State of Arkansas filed a complaint in state court alleging violations of the Arkansas Deceptive Trade Practices Act, gross negligence and
negligence, strict liability in tort, unjust enrichment and civil conspiracy related to the sale of products that may have been contaminated by virtue of rodent infestation and
other unsanitary conditions. The State of Arkansas is seeking injunctive relief, restitution, disgorgement, damages, civil penalties, punitive damages and suspension or
revocation of our authorization to do business in Arkansas.
Seven personal injury lawsuits are pending in state court in Illinois, New York, Massachusetts, Texas, and New Jersey 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.
Since August 2022, six personal injury cases have been filed in federal court in California, Missouri, North Carolina and Minnesota against Dollar Tree, Family Dollar, or
both, on behalf of minors alleging that their mothers took acetaminophen while pregnant, that the acetaminophen interfered with fetal development such that plaintiffs were born
with autism and/or ADHD, and that we knew or should have known of the danger, had a duty to warn and failed to include appropriate warnings on the product labels. The
plaintiffs seek compensatory, punitive and/or exemplary damages, restitution and disgorgement, economic damages, and attorneys’ fees and costs. These cases, along with other
cases against many other defendants, have been consolidated in multi-district court litigation in the Southern District of New York.
Resolved Matters
All personal injury cases that were filed in state court in Pennsylvania against both Dollar Tree and Family Dollar alleging that both sold Zantac and generic ranitidine
products containing N-Nitrosodimethylamine, which is classified by the FDA as a probable carcinogen, have been dismissed.
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Note 5 - Long-Term Debt
Long-term debt at January 28, 2023 and January 29, 2022 consists of the following:
January 28, 2023 January 29, 2022
(in millions) Principal
Unamortized Debt
Discount and Issuance
Costs Principal
Unamortized Debt
Discount and Issuance
Costs
$1.5 billion Revolving Credit Facility, interest
payable at 5.79% at January 28, 2023 $ — $ 5.1 $ — $ 6.4
4.00% Senior Notes, due 2025 1,000.0 2.8 1,000.0 4.0
4.20% Senior Notes, due 2028 1,250.0 6.9 1,250.0 8.1
2.65% Senior Notes, due 2031 800.0 8.6 800.0 9.5
3.375% Senior Notes, due 2051 400.0 5.0 400.0 5.0
Total
$ 3,450.0 $ 28.4 $ 3,450.0 $ 33.0
Maturities of long-term debt are as follows (in millions):
2023 2024 2025 2026 2027 Thereafter
$ — $ — $ 1,000.0 $ — $ — $ 2,450.0
Revolving Credit Facility
On December 8, 2021, we entered into a credit agreement (the “Credit Agreement”), with JPMorgan Chase Bank, N.A., as agent, and the financial institutions from time to
time party thereto, providing for a $1.5 billion revolving credit facility (the “Revolving Credit Facility”), of which up to $350.0 million is available for letters of credit. The
Revolving Credit Facility matures on December 8, 2026, subject to extensions permitted under the Credit Agreement.
Loans under the Revolving Credit Facility bear interest at the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 1.125%, subject to adjustment based on
(i) our public debt rating and (ii) our leverage ratio. At January 28, 2023, the Revolving Credit Facility bore interest at 5.79%. We pay certain commitment fees in connection
with the Revolving Credit Facility. The Revolving Credit Facility allows voluntary repayment of outstanding loans at any time without premium or penalty, other than
customary “breakage” costs with respect to Secured Overnight Financing Rate (“SOFR”) loans. There is no required amortization under the Revolving Credit Facility.
The Revolving Credit Facility contains a number of affirmative and negative covenants that, among other things, and subject to certain significant baskets and exceptions,
restrict our ability to incur subsidiary indebtedness, incur liens, sell all or substantially all of our (including our subsidiaries’) assets and consummate certain fundamental
changes. The Revolving Credit Facility also contains a maximum leverage ratio covenant and a minimum fixed charge coverage ratio covenant. The Credit Agreement provides
for certain events of default which, if any of them occurs, would permit or require the loans under the Revolving Credit Facility to be declared due and payable and the
commitments thereunder to be terminated.
In connection with entry into the Credit Agreement, we terminated all commitments and fulfilled all obligations under our existing credit agreement dated April 19, 2018.
Senior Notes
Fiscal 2018 Offering
On April 19, 2018, we completed the registered offering of $750.0 million aggregate principal amount of Senior Floating Rate Notes due 2020 (the “Floating Rate Notes”),
$1.0 billion aggregate principal amount of 3.70% Senior Notes due 2023 (the “2023 Notes”), $1.0 billion aggregate principal amount of 4.00% Senior Notes due 2025 (the
“2025 Notes”) and $1.25 billion aggregate principal amount of 4.20% Senior Notes due 2028 (the “2028 Notes” and together with the 2023 Notes and the 2025 Notes, the
“Fixed Rate Notes”; and the Fixed Rate Notes together with the Floating Rate Notes, the “Notes”).
The Notes were issued pursuant to an indenture, dated as of April 2, 2018 (the “Indenture”), between us and U.S. Bank National Association, as trustee, as supplemented by
the First Supplemental Indenture dated as of April 19, 2018 (the “First Supplemental Indenture”).
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The Notes are unsecured, unsubordinated obligations of ours and rank equal in right of payment to all of our existing and future debt and other obligations that are not, by
their terms, expressly subordinated in right of payment to the Notes.
The Floating Rate Notes matured on April 17, 2020 and bore interest at a floating rate, reset quarterly, equal to LIBOR plus 70 basis points. The 2023 Notes were scheduled
to mature on May 15, 2023 and bore interest at the rate of 3.70% annually. The 2025 Notes mature on May 15, 2025 and bear interest at the rate of 4.00% annually. The 2028
Notes mature on May 15, 2028 and bear interest at the rate of 4.20% annually. We are required to pay interest on the Fixed Rate Notes semiannually, in arrears, on May 15 and
November 15 of each year to holders of record on the preceding May 1 and November 1, respectively.
We may redeem (or may have redeemed) the Fixed Rate Notes of each series in whole or in part, at our option, at any time and from time to time prior to (i) in the case of
the 2023 Notes, April 15, 2023, (ii) in the case of the 2025 Notes, March 15, 2025 and (iii) in the case of the 2028 Notes, February 15, 2028 (the date with respect to each such
series, the “Applicable Par Call Date”), in each case, at a “make-whole” price described in the First Supplemental Indenture plus accrued and unpaid interest to, but excluding,
the date of redemption. In addition, on or after the Applicable Par Call Date, we may redeem the Fixed Rate Notes of the applicable series, at any time in whole or from time to
time in part, at a redemption price equal to 100% of the principal amount thereof.
In the event of a Change of Control Triggering Event, as defined in the Indenture, with respect to any series, the holders of the Notes of such series may require us to
purchase for cash all or a portion of their Notes of such series at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any,
to, but excluding, the date of repurchase. The Indenture limits our ability and that of our subsidiaries, subject to significant baskets and exceptions, to incur certain secured debt.
The First Supplemental Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to
become or to be declared due and payable, as applicable.
Fiscal 2021 Offering
On December 1, 2021, we completed the registered offering of $800.0 million aggregate principal amount of 2.65% Senior Notes due 2031 (the “2031 Notes”) and
$400.0 million aggregate principal amount of 3.375% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “New Notes”).
The New Notes were issued pursuant to the Indenture, as supplemented by the Second Supplemental Indenture dated as of December 1, 2021 (the “Second Supplemental
Indenture”).
The New Notes are unsecured, unsubordinated obligations of ours and rank equally in right of payment to all of our existing and future debt and other obligations that are
not, by their terms, expressly subordinated in right of payment to the New Notes.
The 2031 Notes mature on December 1, 2031 and bear interest at the rate of 2.650% per annum. The 2051 Notes mature on December 1, 2051 and bear interest at the rate
of 3.375% per annum. We are required to pay interest on the New Notes semi-annually, in arrears, on June 1 and December 1 of each year to holders of record on the preceding
May 15 and November 15, respectively.
We may redeem the New Notes of each series in whole or in part at any time and from time to time prior to (i) in the case of the 2031 Notes, September 1, 2031, and (ii) in
the case of the 2051 Notes, June 1, 2051 (the date with respect to each such series, the “Applicable Par Call Date”), in each case, at a “make-whole” price described in the
Second Supplemental Indenture plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, on or after the Applicable Par Call Date, we may redeem
the New Notes of the applicable series, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount thereof.
In the event of a Change of Control Triggering Event (as defined in the Second Supplemental Indenture) with respect to any series, the holders of the New Notes of such
series may require us to purchase for cash all or a portion of their New Notes of such series at a purchase price equal to 101% of the principal amount of such New Notes, plus
accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Indenture limits our ability and that of our subsidiaries, subject to significant baskets and
exceptions, to incur certain secured debt. The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued
interest on the New Notes to become or to be declared due and payable, as applicable.
Repayments of Long-term Debt
In the first quarter of 2020, we repaid the remaining $250.0 million outstanding under our $750.0 million Floating Rate Notes.
In the fourth quarter of 2020, we repaid the $300.0 million 5.00% Senior Notes that we assumed upon the acquisition of Family Dollar in 2015.
In the fourth quarter of 2021, we used the proceeds from the offering of the New Notes discussed above to redeem the $1.0 billion 2023 Notes. We incurred a redemption
premium of $43.8 million in connection with the early redemption of the 2023 Notes and
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accelerated the expensing of $2.7 million of amortizable non-cash deferred financing and original issue discount costs, which are reflected in “Interest expense, net” within the
accompanying consolidated income statements for the year ended January 29, 2022.
Debt Covenants
As of January 28, 2023, we were in compliance with our debt covenants.
Note 6 - Leases
The lease cost for operating leases that was recognized in the accompanying consolidated income statements was as follows:
Year Ended
(in millions) January 28, 2023 January 29, 2022 January 30, 2021
Operating lease cost $ 1,652.8 $ 1,602.8 $ 1,551.2
Variable lease cost 428.8 417.8 391.4
Short-term lease cost 10.8 5.6 9.7
Total lease cost*
$ 2,092.4 $ 2,026.2 $ 1,952.3
*Excludes sublease income, which is immaterial
As of January 28, 2023, maturities of lease liabilities were as follows:
(in millions)
2023 $ 1,657.7
2024 1,462.8
2025 1,232.0
2026 994.0
2027 733.0
Thereafter 1,358.6
Total undiscounted lease payments 7,438.1
Less interest 733.2
Present value of lease liabilities
$ 6,704.9
The future lease payments above exclude $502.3 million of legally binding minimum lease payments for leases signed but not yet commenced as of January 28, 2023.
Information regarding the weighted-average remaining lease term and the weighted-average discount rate for operating leases is as follows:
January 28, 2023 January 29, 2022 January 30, 2021
Weighted-average remaining lease term (years) 5.7 5.9 6.1
Weighted-average discount rate 3.6 % 3.4 % 3.9 %
The following represents supplemental information pertaining to our operating lease arrangements:
Year Ended
(in millions)
January 28, 2023 January 29, 2022 January 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 1,559.7 $ 1,579.8 $ 1,519.4
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Distribution Center Lease and Related Bonds
In May 2017, we entered into a long-term property lease (“Missouri Lease”) which includes land and the construction of a 1.2 million square foot distribution center in
Warrensburg, Missouri (“Distribution Center Project”). The Distribution Center Project was completed in 2018 and our investment in the project of $88.4 million as of
January 28, 2023 is reflected in “Property, plant and equipment, net.” The Missouri Lease commenced upon its execution in May 2017 and expires on December 1, 2032. We
have two options to extend the Missouri Lease term for up to a combined additional ten years. Following the expiration of the lease, the property reverts back to us.
In addition to being a party to the Missouri Lease, we are also the owner of bonds which were issued in May 2017, are secured by the Missouri Lease and expire December
1, 2032 (“Missouri Bonds”). The Missouri Bonds are debt issued by the lessor in the Missouri Lease. Therefore, we hold the debt instrument pertaining to our Missouri Lease
obligation. Because a legal right of offset exists, we are accounting for the Missouri Bonds as a reduction of our Missouri Lease obligation in the accompanying consolidated
balance sheets.
Note 7 - Fair Value Measurements
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or
liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3
measurements). The three levels of the fair value hierarchy are as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities;
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and
Level 3 - Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions.
As required, 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 review certain store assets for evidence of impairment. The fair
values are determined based on the income approach, in which we utilize internal cash flow projections over the life of the underlying lease agreements discounted based on our
risk-adjusted rate. These measures of fair value, and related inputs, are considered a Level 3 approach under the fair value hierarchy. Refer to Note 1 under the caption
“Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of” for information regarding the impairment charges recorded in fiscal 2022, 2021 and 2020.
Our indefinite-lived intangible assets are recorded at carrying value, and, if impaired, are adjusted to fair value using Level 3 inputs. Refer to Note 1 under the caption
“Goodwill and Nonamortizing Intangible Assets” for further information regarding the process of determining the fair value of these assets.
Fair Value of Financial Instruments
The carrying amounts of Cash and cash equivalents, Restricted cash and Accounts payable as reported in the accompanying consolidated balance sheets approximate fair
value due to their short-term maturities. The carrying value of our Revolving Credit Facility approximates its fair value.
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The aggregate fair values and carrying values of our long-term borrowings were as follows:
January 28, 2023 January 29, 2022
(in millions) Fair Value
Carrying
Value Fair Value
Carrying
Value
Level 1
Senior Notes $ 3,162.8 $ 3,426.7 $ 3,558.5 $ 3,423.4
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 8 - Shareholders’ Equity
Preferred Stock
We are authorized to issue 10,000,000 shares of Preferred Stock, $0.01 par value per share. No preferred shares are issued and outstanding at January 28, 2023 and
January 29, 2022.
Net Income Per Share
The following table sets forth the calculations of basic and diluted net income per share:
Year Ended
January 28, January 29, January 30,
(in millions, except per share data) 2023 2022 2021
Basic net income per share:
Net income $ 1,615.4 $ 1,327.9 $ 1,341.9
Weighted average number of shares outstanding 223.2 227.9 236.4
Basic net income per share
$ 7.24 $ 5.83 $ 5.68
Diluted net income per share:
Net income $ 1,615.4 $ 1,327.9 $ 1,341.9
Weighted average number of shares outstanding 223.2 227.9 236.4
Dilutive effect of stock options and restricted stock (as determined by
applying the treasury stock method) 0.9 1.1 0.9
Weighted average number of shares and dilutive potential shares
outstanding 224.1 229.0 237.3
Diluted net income per share
$ 7.21 $ 5.80 $ 5.65
For the year ended January 28, 2023, stock options and other stock-based awards of 3.0 million shares were excluded from the calculation of diluted net income per share
because their inclusion would be anti-dilutive. For the years ended January 29, 2022 and January 30, 2021, substantially all of the stock options outstanding were included in the
calculation of the weighted average number of shares and dilutive potential shares outstanding.
Share Repurchase Programs
We repurchased 4,613,696, 9,156,898 and 3,982,478 shares of common stock on the open market in fiscal 2022, fiscal 2021 and fiscal 2020, respectively, for
$647.5 million, $950.0 million and $400.0 million, respectively. At January 28, 2023, we had $1.85 billion remaining under our Board repurchase authorization.
Note 9 – Employee Benefit Plans
Dollar Tree Retirement Savings Plan
We maintain a 401(k) plan which is available to all full-time, United States-based employees who are at least 18 years of age. Eligible employees may make elective salary
deferrals. We may make contributions, at our discretion, to eligible employees who have completed one year of service in which they have worked at least 1,000 hours.
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Contributions to and reimbursements by us of expenses of the plan were recorded in the accompanying consolidated income statements as follows:
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Cost of sales $ 8.6 $ 8.2 $ 7.4
Selling, general and administrative expenses 23.1 20.6 19.0
Total
$ 31.7 $ 28.8 $ 26.4
All eligible employees are immediately vested in any company match contributions under the 401(k) plan.
Note 10 - Stock-Based Compensation Plans
Fixed Stock-Based Compensation Plans
The 2011 Omnibus Incentive Plan permitted us to grant to our employees, consultants and directors up to 4.0 million shares of our Common Stock plus any shares
available under former plans which were previously approved by the shareholders. The plan permitted us to grant equity awards in the form of incentive stock options, non-
qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance bonuses, performance share units (“PSUs”), non-
employee director stock options and other equity-related awards. As of March 17, 2021, the plan was no longer available for new grants of awards, but all outstanding awards
that were granted under the plan prior to March 17, 2021 continue to be governed by the terms and conditions of the plan and applicable award agreements. Effective June 10,
2021, the 2011 Omnibus Incentive Plan was replaced and superseded by the 2021 Omnibus Incentive Plan (“Omnibus Plan”). The Omnibus Plan permits us to grant up to
6.5 million shares of our Common Stock to our employees, consultants and directors. The form of equity awards authorized for grant under the Omnibus Plan are substantially
the same as those permitted by the predecessor plan.
Any restricted stock, RSUs or PSUs awarded are subject to certain general restrictions. The restricted stock shares or units may not be sold, transferred, pledged or
disposed of until the restrictions on the shares or units have lapsed or have been removed under the provisions of the Omnibus Plan. In addition, if a holder of restricted shares
or units ceases to be employed by us, any shares or units in which the restrictions have not lapsed will be forfeited.
The 2013 Director Deferred Compensation Plan permits any of our directors who receive a retainer or other fees for Board or Board committee service to defer all or a
portion of such fees until a future date, at which time they may be paid in cash or shares of our common stock, or receive all or a portion of such fees in non-statutory stock
options. Deferred fees that are paid out in cash will earn interest at the 30-year Treasury Bond Rate. If a director elects to be paid in common stock, the number of shares will be
determined by dividing the deferred fee amount by the closing market price of a share of our common stock on the date of deferral. The number of options issued to a director
will equal the deferred fee amount divided by 33% of the price of a share of our common stock. The exercise price will equal the fair market value of our common stock at the
date the option is issued. The options are fully vested when issued and have a term of 10 years.
In conjunction with the acquisition of Family Dollar in 2015, we assumed the Family Dollar Stores, Inc. 2006 Incentive Plan (the “2006 Plan”). The 2006 Plan permitted the
granting of a variety of compensatory award types, including stock options and performance share rights.
Total stock-based compensation expense was recorded in the accompanying consolidated income statements as follows:
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Cost of sales $ 19.7 $ 18.3 $ 15.4
Selling, general and administrative expenses 90.7 61.6 68.5
Total stock-based compensation expense
$ 110.4 $ 79.9 $ 83.9
Excess tax benefit (deficit) on stock-based compensation
recognized in the Provision for income taxes
$ 9.8 $ 8.5 $ (2.8)
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Restricted Stock
We issue service-based RSUs to employees and officers and issue PSUs to certain of our officers. We recognize expense based on the estimated fair value of the RSUs or
PSUs granted over the requisite service period, which is generally three years, on a straight-line basis or a shorter period based on the retirement eligibility of the grantee. The
fair value of RSUs and PSUs is determined based on our closing stock price on the grant date.
Service-Based RSUs
The following table summarizes the status of service-based RSUs as of January 28, 2023 and changes during the year then ended:
Number of Shares
Weighted Average Grant
Date Fair Value
Nonvested at January 29, 2022 1,096,066 $ 94.16
Granted 468,929 158.05
Vested (546,036) 94.24
Forfeited (150,239) 120.72
Nonvested at January 28, 2023
868,720
$ 123.99
The total fair value of the service-based restricted shares vested during the years ended January 28, 2023, January 29, 2022 and January 30, 2021 was $51.5 million, $56.8
million and $48.5 million, respectively. The weighted average grant date fair value of the RSUs granted in 2022, 2021 and 2020 was $158.05, $109.01 and $73.24, respectively.
As of January 28, 2023, there was $58.0 million of total unrecognized compensation expense related to these RSUs which is expected to be recognized over a weighted-average
period of 1.2 years.
PSUs
The following table summarizes the status of PSUs as of January 28, 2023 and changes during the year then ended:
Number of Shares
Weighted Average Grant
Date Fair Value
Nonvested at January 29, 2022 584,972 $ 91.86
Granted 206,044 159.57
Vested (445,912) 99.87
Forfeited (190,281) 116.61
Nonvested at January 28, 2023
154,823
$ 125.84
The total fair value of the PSUs vested during the years ended January 28, 2023, January 29, 2022 and January 30, 2021 was $44.5 million, $17.3 million and $19.6 million,
respectively. The weighted average grant date fair value of the PSUs granted in 2022, 2021 and 2020 was $ 159.57, $95.04 and $74.46, respectively. As of January 28, 2023,
there was $9.9 million of total unrecognized compensation expense related to these PSUs which is expected to be recognized over a weighted-average period of 0.9 years.
Stock Options
Stock options are valued using the Black-Scholes option pricing model and compensation expense is recognized on a straight-line basis over the requisite service period.
Options granted in 2021 and 2020 are immaterial. On March 19, 2022, we granted a one-time award of options to purchase 2,252,587 shares of our common stock with a
fair value of $135.6 million to the Executive Chairman of the Board, who was also appointed Chief Executive Officer of the company effective January 29, 2023. The grant of
options was subject to the terms and conditions of a five-year Executive Agreement. The option award has a ten-year term and is scheduled to vest in equal installments on each
of the first five anniversaries of the grant date, subject to the Executive Chairman’s continued employment with the company through each vesting date. The assumptions used
in the Black-Scholes option pricing model for this award are as follows:
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Expected term (in years) 6.5
Expected stock price volatility 34.1 %
Dividend yield — %
Risk-free interest rate 2.15 %
The simplified method was used to estimate the expected term of the options due to our lack of historical option exercise experience and the “plain vanilla” characteristics
of the option award. The simplified method results in an expected term equal to the average of the weighted average time-to-vesting and the contractual life of the options. The
expected stock price volatility is based on the historical volatility of our common stock over a period matching the expected term of the options granted. The dividend yield
reflects that we have never paid cash dividends. The risk-free interest rate represents the yield curve in effect at the time of grant for U.S. Treasury zero-coupon securities with
maturities that approximate the expected term of the options.
Certain of our directors elected to defer their compensation into stock options under the 2013 Director Deferred Compensation Plan. These options vest immediately and
are expensed on the grant date.
The following tables summarize information about options outstanding at January 28, 2023 and changes during the year then ended:
Number of Shares
Weighted Average
Per Share Exercise
Price
Weighted Average
Remaining Term (Years)
Aggregate Intrinsic
Value
(in millions)
Outstanding at January 29, 2022 24,541 $ 90.38
Granted 2,252,979 157.17
Exercised (583) 76.95
Outstanding at January 28, 2023 2,276,937 $ 156.46 9.1 $ 1.4
Exercisable at January 28, 2023
24,350
$ 90.92 3.8 $ 1.4
The intrinsic value of options exercised during 2022, 2021 and 2020 was less than $0.1 million, $5.6 million and $0.9 million, respectively. As of January 28, 2023, there
was $112.1 million of total unrecognized compensation expense related to these options which is expected to be recognized over a weighted-average period of 4.1 years.
Note 11 – Segments and Disaggregated Revenue
We operate more than 16,300 retail discount stores in 48 states and five Canadian provinces. Our operations are conducted in two reporting business segments: Dollar Tree
and Family Dollar. We define our segments as those operations whose results our CODM regularly reviews to analyze performance and allocate resources.
We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income. The CODM reviews these metrics for
each of our reporting segments. We may revise the measurement of each segment’s operating income, as determined by the information regularly reviewed by the CODM. If
the measurement of a segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation. Corporate, support and Other
consists primarily of store support center costs that are considered shared services and therefore these selling, general and administrative costs are excluded from our two
reporting business segments. These costs include operating expenses for our store support center and the results of operations for our Summit Pointe property in Chesapeake,
Virginia. The Family Dollar segment Operating income includes advertising revenue, which is a component of Other revenue in the accompanying consolidated income
statements.
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Information for our segments, as well as for Corporate, support and Other, including the reconciliation to Income before income taxes, is as follows:
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Consolidated Income Statement Data:
Net sales:
Dollar Tree $ 15,405.7 $ 13,922.1 $ 13,265.0
Family Dollar 12,912.5 12,387.7 12,243.4
Consolidated Net sales
$ 28,318.2 $ 26,309.8 $ 25,508.4
Gross profit:
Dollar Tree $ 5,775.5 $ 4,603.6 $ 4,543.8
Family Dollar 3,146.4 3,122.3 3,243.6
Consolidated Gross profit
$ 8,921.9 $ 7,725.9 $ 7,787.4
Operating income (loss):
Dollar Tree $ 2,536.0 $ 1,607.0 $ 1,598.0
Family Dollar 127.5 543.1 655.6
Corporate, support and Other (427.2) (338.7) (365.7)
Consolidated Operating income 2,236.3 1,811.4 1,887.9
Interest expense, net 125.3 178.9 147.3
Other expense, net 0.4 0.3 0.8
Income before income taxes
$ 2,110.6 $ 1,632.2 $ 1,739.8
Depreciation and amortization expense:
Dollar Tree $ 338.8 $ 316.0 $ 302.3
Family Dollar 402.4 369.8 352.6
Corporate, support and Other 26.8 30.2 31.8
Consolidated depreciation and amortization expense
$ 768.0 $ 716.0 $ 686.7
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As of
January 28, January 29,
(in millions) 2023 2022
Consolidated Balance Sheet Data:
Goodwill:
Dollar Tree $ 423.6 $ 424.9
Family Dollar 1,559.5 1,559.5
Consolidated Goodwill
$ 1,983.1 $ 1,984.4
Total assets:
Dollar Tree $ 9,914.6 $ 9,358.4
Family Dollar 12,562.2 11,871.8
Corporate, support and Other 545.3 491.6
Consolidated Total assets
$ 23,022.1 $ 21,721.8
Additions to property, plant and equipment:
Dollar Tree $ 548.7 $ 477.1
Family Dollar 605.2 498.9
Corporate, support and Other 94.9 45.2
Consolidated additions to property, plant and equipment
$ 1,248.8 $ 1,021.2
Disaggregated Revenue
The following table summarizes net sales by merchandise category for our segments:
Year Ended
January 28, January 29, January 30,
(in millions) 2023 2022 2021
Dollar Tree segment net sales by
merchandise category:
Consumable $ 6,978.8 45.3 % $ 6,334.5 45.5 % $ 6,407.0 48.3 %
Variety 7,456.3 48.4 % 6,794.0 48.8 % 6,194.8 46.7 %
Seasonal 970.6 6.3 % 793.6 5.7 % 663.2 5.0 %
Total Dollar Tree segment net sales
$ 15,405.7 100.0 % $ 13,922.1 100.0 % $ 13,265.0 100.0 %
Family Dollar segment net sales by
merchandise category:
Consumable $ 10,036.2 77.7 % $ 9,446.5 76.3 % $ 9,367.8 76.5 %
Home products 982.5 7.6 % 1,033.9 8.3 % 1,078.1 8.8 %
Apparel and accessories 732.2 5.7 % 781.5 6.3 % 690.1 5.6 %
Seasonal and electronics 1,161.6 9.0 % 1,125.8 9.1 % 1,107.4 9.1 %
Total Family Dollar segment net sales
$ 12,912.5 100.0 % $ 12,387.7 100.0 % $ 12,243.4 100.0 %
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 (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. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply our judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
Our management has carried out, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our disclosure
controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that, as of January 28, 2023, our disclosure controls and procedures were designed and functioning effectively to provide
reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our
management conducted an assessment of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control - Integrated Framework (2013). Based on this assessment, our management has concluded that, as of January 28, 2023, our internal
control over financial reporting is effective.
Our independent registered public accounting firm, KPMG LLP, has audited our consolidated financial statements and has issued an attestation report on the effectiveness
of our internal control over financial reporting. Their report appears below.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Dollar Tree, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Dollar Tree, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of January 28, 2023, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the
Company as of January 28, 2023 and January 29, 2022, the related consolidated income statements, statements of comprehensive income, shareholders’ equity, and cash flows
for each of the years in the three‑year period ended January 28, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 10,
2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
/s/ KPMG LLP
Norfolk, Virginia
March 10, 2023
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Item 9B. Other Information
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information concerning our Directors and Executive Officers required by this Item is incorporated by reference to Dollar Tree, Inc.’s Proxy Statement relating to our
2023 Annual Meeting (“Proxy Statement”), under the captions “Director Biographies” and “Executive Officers.”
To the extent disclosure of any delinquent report under Section 16(a) of the Securities Exchange Act of 1934 is made by us, such disclosure will be set forth under the
caption “Delinquent Section 16(a) Reports” in our Proxy Statement, which is incorporated herein by reference.
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 “The Board and Its Committees.”
The information concerning our code of ethics required by this Item is incorporated by reference to the Proxy Statement, under the caption “Board Governance - Code of
Ethics.”
Item 11. Executive Compensation
Information set forth in the Proxy Statement under the captions “Compensation Committee Report on Executive Compensation,” “Compensation Discussion and Analysis,”
“Annual Compensation of Executive Officers,” “Pay Ratio Disclosure,” and “Director Compensation” is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plans
The following table summarizes information regarding shares issuable as of January 28, 2023, under our equity compensation plans, including the number of shares of
common stock subject to options, restricted stock units, deferred shares and other rights granted to 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 10 to our consolidated financial statements.
Equity compensation plan category
(a)
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(c)
Number of securities remaining available for
future issuance under equity compensation
plans (excluding securities reflected in
column (a))
Plans approved by security holders 1,240,339 $ 108.38 8,696,011
Plans not approved by security holders 2,252,587 $ 157.17 —
______________
(a) Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January 28, 2023.
(b) Not included in the calculation of weighted-average exercise price are (i) 1,192,291 restricted stock units and (ii) 37,273 director deferred shares.
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2
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(c) The 8,696,011 shares remaining available for future issuance under our equity-based plans approved by security holders includes 5,799,159 shares remaining under our 2021
Omnibus Incentive Plan, 2,507,678 shares remaining under our 2015 Employee Stock Purchase Plan and 389,174 shares remaining under our 2013 Director Deferred
Compensation Plan.
Equity-based plans approved by our shareholders include: the 2013 Director Deferred Compensation Plan, the 2015 Employee Stock Purchase Plan (which replaced a
predecessor plan), and the 2021 Omnibus Incentive Plan (which replaced the 2011 Omnibus Incentive Plan). As of March 17, 2021, the 2011 Omnibus Incentive Plan was no
longer available for new grants of awards, but all outstanding awards that were granted under the plan prior to March 17, 2021 continue to be governed by the terms and
conditions of the plan and applicable award agreements.
In connection with our employment of Richard W. Dreiling as Executive Chairman of the Board in March 2022, Mr. Dreiling was granted a one-time award of options to
purchase 2,252,587 shares of Company common stock as an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. The
amount shown in the table does not include 13,575 shares to be issued upon the exercise of options with a weighted-average exercise price of $77.06 that were granted under
the Family Dollar 2006 Incentive Plan and assumed by us in connection with our merger with Family Dollar.
Information set forth in the Proxy Statement under the caption “Ownership of Common Stock,” with respect to security ownership of certain beneficial owners and
management, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information set forth in the Proxy Statement under the caption “Certain Relationships and Related Transactions,” is incorporated herein by reference.
The information concerning the independence of our directors required by this Item is incorporated by reference to the Proxy Statement under the caption “Board
Governance - Independence.”
Item 14. Principal Accountant Fees and Services
Information set forth in the Proxy Statement under the caption “Ratification of Appointment of Independent Auditors,” is incorporated herein by reference.
PART IV
Item 15. Exhibit and Financial Statement Schedules
1. Documents filed as part of this report:
1. Financial Statements. Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, Item 8 of this Form 10-K.
2. Financial Statement Schedules. 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 Consolidated Financial Statements, and therefore have been
omitted.
3. Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report.
Incorporated by Reference
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Articles of Incorporation of Dollar Tree, Inc., effective
October 14, 2022
10-Q 3.1 11/22/2022
3.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective January 30,
2023
8-K 3.1 1/31/2023
3.3 Amended and Restated By-Laws of Dollar Tree, Inc., effective June 13, 2023 X
4.1 Form of Common Stock Certificate 8-K 4.1 3/13/2008
4.2.1 Indenture, dated as of April 2, 2018, between Dollar Tree, Inc., as issuer, and
U.S. Bank National Association, as trustee
S-3 ASR 4.1 4/2/2018
4.2.2 First Supplemental Indenture, dated as of April 19, 2018, between Dollar
Tree, Inc. and U.S. Bank National Association, as trustee
8-K 4.1 4/20/2018
1
2
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Incorporated by Reference
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
4.2.3 Second Supplemental Indenture, dated as of December 1, 2021, between
Dollar Tree, Inc. and U.S. Bank National Association, as trustee
8-K 4.1 12/1/2021
4.3 Description of Securities Registered under Section 12 of the Securities
Exchange Act of 1934
X
10.1 * Terms of director compensation (as described under the caption “Director
Compensation”)
DEF 14A N/A 5/18/2022
10.2.1 * Change in Control Retention Agreement between Dollar Tree, Inc. and Kevin
Wampler, Chief Financial Officer
8-K 10.1 12/5/2008
10.2.2 * Amendment to Change in Control Retention Agreement between Dollar Tree,
Inc. and Kevin Wampler, Chief Financial Officer
8-K 10.1 10/11/2011
10.3 * Description of Dollar Tree, Inc. Management Incentive Compensation Plan,
effective for the fiscal year ending January 29, 2022 and thereafter
10-Q 10.1 5/27/2021
10.4.1 * 2011 Omnibus Incentive Plan effective as of March 17, 2011 8-K 10.1 6/22/2011
10.4.2 * First Amendment to the 2011 Omnibus Incentive Plan dated June 16, 2016 10-Q 10.1 9/2/2016
10.4.3 * 2011 Omnibus Incentive Plan, as amended and restated effective June 12,
2019
10-Q 10.1 8/29/2019
10.5 * Form of Non-employee Director Option Agreement under the 2011 Omnibus
Incentive Plan
8-K 10.4 6/22/2011
10.6.1 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive
Plan
8-K 10.2 3/21/2012
10.6.2 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive
Plan
10-K 10.34 3/27/2019
10.7 * Form of Executive Officer Nonstatutory Stock Option Agreement under the
2011 Omnibus Incentive Plan
10-K 10.54 3/28/2017
10.8 * Form of Long-Term Performance Plan Award Agreement under the 2011
Omnibus Incentive Plan
10-Q 10.1 5/28/2020
10.9 * Form of Performance Stock Unit Agreement under the 2011 Omnibus
Incentive Plan
10-K 10.33 3/27/2019
10.10 * Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective September 1,
2015
S-8 4.0 10/28/2015
10.11 * Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan 10-Q 10.1 8/24/2017
10.12.1 * 2013 Director Deferred Compensation Plan, as amended and restated effective
December 31, 2016
10-K 10.35 3/16/2018
10.12.2 * 2013 Director Deferred Compensation Plan, as amended and restated effective
June 10, 2021
8-K 10.6 6/11/2021
10.12.3 * Amendment to the Dollar Tree, Inc. 2013 Director Deferred Compensation
Plan, effective March 8, 2023
X
10.13 * Form of Change in Control Retention Agreement for Executive Officers
(portions of the exhibit have been omitted pursuant to a request for
confidential treatment)
10-Q 10.1 11/29/2018
10.14.1 * Form of Executive Agreement (portions of the exhibit have been omitted
pursuant to a request for confidential treatment)
10-Q 10.2 11/29/2018
10.14.2 * Form of letter agreement amending Executive Agreements for Executive
Officers at the level of Chiefs (EVP)
8-K 10.1 3/7/2022
10.14.3 * Revised Form of Executive Agreement for Executive Officers at the level of
Chiefs (EVP) (portions of the exhibit have been omitted pursuant to Item
601(b)(10)(iv) of Regulation S-K)
10-Q 10.1 8/25/2022
10.15.1 * Dollar Tree, Inc. 2021 Omnibus Incentive Plan 8-K 10.1 6/11/2021
10.15.2 * First Amendment to the Dollar Tree, Inc. 2021 Omnibus Incentive Plan,
effective November 29, 2022
X
10.16 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021
Omnibus Incentive Plan
8-K 10.2 6/11/2021
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Incorporated by Reference
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
10.17
*
Form of Long-Term Performance Plan Award Agreement under the 2021
Omnibus Incentive Plan
8-K 10.3 6/11/2021
10.18 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus
Incentive Plan
8-K 10.4 6/11/2021
10.19 * Form of Non-Employee Director Nonstatutory Stock Option Agreement
under the 2021 Omnibus Incentive Plan
8-K 10.5 6/11/2021
10.20 Credit Agreement, dated as of December 8, 2021, among Dollar Tree, Inc.,
JPMorgan Chase Bank, N.A., as agent and the lenders and other parties
thereto
8-K 10.1 12/9/2021
10.21 * Addendum to Executive Agreement, by and between Dollar Tree, Inc. and
Michael Witynski, dated March 1, 2022
8-K 10.2 3/7/2022
10.22 * Post-Retirement Benefits Agreement, by and between Dollar Tree, Inc. and
Bob Sasser, dated March 2, 2022
8-K 10.3 3/7/2022
10.23 * Form of Indemnification Agreement for Directors and Executive Officers 8-K 10.1 3/7/2022
10.24
Stewardship Framework Agreement, by and between Dollar Tree, Inc. and
MR Cobalt Advisor LLC, on behalf of itself and its affiliates and associates,
dated March 8, 2022
8-K 10.1 3/8/2022
10.25.1 * Executive Agreement, effective March 19, 2022, by Richard W. Dreiling and
Dollar Tree, Inc. (portions of the exhibit have been omitted pursuant to Item
601(b)(10)(iv) of Regulation S-K)
8-K 10.1 3/21/2022
10.25.2 * Amendment to Executive Agreement, dated January 25, 2023, by the
Company and Richard W. Dreiling
8-K/A 10.1 1/27/2023
10.26 * Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard
W. Dreiling and Dollar Tree, Inc.
8-K 10.2 3/21/2022
10.27 * Employment Agreement between Dollar Tree Distribution, Inc. and John
Flanigan, effective May 9, 2022 (portions of the exhibit have been omitted
pursuant to Item 601(b)(10)(iv) of Regulation S-K)
10-Q 10.2 8/25/2022
10.28 * Letter Agreement amending the Executive Agreement between Dollar Tree,
Inc. and Kevin Wampler
10-Q 10.1 11/22/2022
10.29 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021
Omnibus Incentive Plan
X
10.30 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus
Incentive Plan
X
10.31 * Form of Nonstatutory Stock Option Agreement under the 2021 Omnibus
Incentive Plan
X
21.1 Subsidiaries of the Registrant X
23.1 Consent of Independent Registered Public Accounting Firm X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
X
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
X
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
X
101 The following financial statements from our Form 10-K for the fiscal year
ended January 28, 2023, formatted in Inline XBRL: (i) Consolidated Income
Statements, (ii) Consolidated Statements of Comprehensive Income, (iii)
Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’
Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to
Consolidated Financial Statements
X
104 The cover page from our Form 10-K for the fiscal year ended January 28,
2023, formatted in Inline XBRL and contained in Exhibit 101
X
*Management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant 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.
(Registrant)
March 10, 2023 By: /s/ Richard W. Dreiling
Date Richard W. Dreiling
Chairman and Chief Executive Officer
(Principal Executive Officer)
March 10, 2023 By: /s/ Jeffrey A. Davis
Date Jeffrey A. Davis
Chief Financial Officer
(Principal Financial Officer)
March 10, 2023 By: /s/ Kathleen E. Mallas
Date Kathleen E. Mallas
Senior Vice President - Chief Accounting Officer and Treasurer
(Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. Each of the directors of the registrant whose signature appears below hereby appoints Jeffrey A. Davis, Kathleen E. Mallas, and John S.
Mitchell, 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 10, 2023
Richard W. Dreiling
(Principal Executive Officer)
Date
/s/ Paul C. Hilal Vice Chairman March 10, 2023
Paul C. Hilal Date
/s/ Edward J. Kelly, III Lead Independent Director March 10, 2023
Edward J. Kelly, III Date
/s/ Thomas W. Dickson Director March 10, 2023
Thomas W. Dickson Date
/s/ Cheryl W. Grisé Director March 10, 2023
Cheryl W. Grisé Date
/s/ Daniel J. Heinrich Director March 10, 2023
Daniel J. Heinrich Date
/s/ Mary A. Laschinger Director March 10, 2023
Mary A. Laschinger Date
/s/ Jeffrey G. Naylor Director March 10, 2023
Jeffrey G. Naylor Date
/s/ Winnie Y. Park Director March 10, 2023
Winnie Y. Park Date
/s/ Bertram L. Scott Director March 10, 2023
Bertram L. Scott Date
/s/ Stephanie P. Stahl Director March 10, 2023
Stephanie P. Stahl Date
71
Exhibit 3.3
DOLLAR TREE, INC.
AMENDED AND RESTATED BY-LAWS
(Effective June 13, 2023)
ARTICLE I.
OFFICES
The principal office of the Corporation shall be in the City of Chesapeake, Commonwealth of Virginia.
ARTICLE II.
STOCKHOLDERS
1 . PLACE OF MEETING: Meetings of stockholders may be held at such place, if any, either within or without the
Commonwealth of Virginia, as shall be approved by the Board of Directors and designated in the notice of the meeting. The Board of Directors
may, in its sole discretion, determine that meetings of the stockholders shall not be held at any place, but may instead be held solely by means
of remote communication in accordance with the Virginia Stock Corporation Act.
2 . ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors in its discretion
determines.
3. SPECIAL MEETINGS:
( a ) Right to Call Special Meeting. Except as otherwise required by law, special meetings of the stockholders of the
Corporation for any purpose or purposes: (i) may be called at any time by or at the direction of the Board of Directors acting pursuant to a
resolution adopted by a majority of the entire Board of Directors, or by the chairman or vice chairman of the Board of Directors or the chief
executive officer of the Corporation; and (ii) shall be called by the chairman of the Board or the secretary of the Corporation upon the written
request of one or more stockholders that own, or who are acting on behalf of persons who own, shares representing fifteen percent (15%) or
more of the voting power of the then outstanding shares of Common Stock entitled to vote on the matter or matters to be brought before the
proposed special meeting (a “Stockholder Requested Special Meeting”), which written request shall state the purpose or purposes for which the
special meeting is to be called. Such written request shall be delivered to the chairman of the Board of Directors or to the secretary of the
Corporation at the principal executive offices of the Corporation by registered mail. Except as provided for in this paragraph or in the terms of
any series of Preferred Stock, special meetings of the stockholders of the Corporation may not be called by any other person or persons.
(b) Purpose of Special Meeting; Nomination of Directors. Any business that could be considered at an annual meeting of the
stockholders may be considered at a special meeting of the stockholders, including the election and/or removal of any director or directors of
the Corporation. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) by or at the direction of the Board of Directors or (ii) by any stockholder of record of the Corporation who is a
stockholder of record at the time such stockholder’s notice of nomination is delivered to the secretary of the Corporation as provided for in this
Article II, Section 3, who shall be entitled to vote at the meeting and who delivers a written notice to the secretary of the Corporation setting
forth the information, representations, agreements and consents required in connection with nominations for annual meetings pursuant to
Article III, Section 3. In the event a special meeting is called for the purpose of electing one or more directors to the Board of Directors, any
stockholder entitled to vote in the election of directors may nominate a person or persons (as the case may be) for election to such position(s) if
the stockholder’s notice required by the preceding sentence shall be received by the secretary of the Corporation at the principal executive
offices of the Corporation not later than the close of business on the seventh (7th) day following the date on which notice of such meeting is
first given to stockholders.
(c) Record Date; Date and Notice of Special Meeting. A special meeting requested by stockholders shall be held at such date,
time and place as may be fixed by the Board of Directors; provided, however, that the date of any such special meeting shall be not more than
ninety (90) days after the date on which the special meeting request is delivered to the chairman of the Board of Directors or to the secretary of
the Corporation. The Board of Directors shall specify the record date for the determination of stockholders entitled to vote at the special
meeting; provided, however, that the record date shall not be more than seventy (70) days prior to the date of the special meeting. Following
receipt of a special meeting request, it shall be the duty of the secretary of the Corporation to cause notice to be given to the stockholders
entitled to vote at such meeting, within the time periods and in the manner set forth in Article II, Section 4 hereof. In the case of a Stockholder
Requested Special Meeting pursuant to this Article II, Section 3 for which the secretary of the Corporation has refused to give notice, the
stockholders entitled to call such meeting may provide the notice. All business transacted at any special meeting shall be confined to the
purpose or purposes stated in the Corporation’s notice of special meeting; provided, however, that nothing herein shall prohibit the Board of
Directors from submitting additional matters to stockholders at any such special meeting pursuant to the Corporation’s notice of meeting.
(d) Adjournment or Postponement; Quorum. Notwithstanding the provisions of Article II, Section 8, if a quorum is not present
at any Stockholder Requested Special Meeting, the chairman of the Board of Directors, the Board of Directors and the Corporation shall have
no obligation to postpone or adjourn such Stockholder Requested Special Meeting and may cancel such Stockholder Requested Special
Meeting, and each of the same shall be deemed to have fulfilled their respective obligations under this Article II, Section 3 with respect to such
Stockholder Requested Special Meeting.
4 . NOTICES: Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, if any, date
and hour of a meeting of stockholders, the means of remote communication, if any, by which stockholders may be deemed to be present in
person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the chief executive officer, the secretary, or the
officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States
mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation.
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Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed
sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the
Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the
meeting. Such notice shall be accompanied, as appropriate, by a copy of the proposed amendment, plan of merger, consolidation, or exchange,
or sale agreement.
Notwithstanding the foregoing, a written waiver of notice signed by the person or persons entitled to such notice, either before
or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have
waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting
or transacting business at the meeting.
5. ORGANIZATION AND ORDER OF BUSINESS:
(a) At all meetings of the stockholders, the chairman of the Board of Directors, or in the absence of or at the election of the
chairman of the Board, the vice chairman of the Board, or in the absence of or at the election of the vice chairman of the Board, the lead
independent director, or in the absence of such directors, another independent director elected by the directors present at such meeting, shall act
as chairman of the meeting. In the absence of all of the foregoing directors (or, if present, with their consent), a majority of the shares entitled
to vote at such meeting may appoint any person to act as chairman of the meeting. The secretary of the Corporation or, in the secretary’s
absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant
secretary is present, the chairman may appoint any person to act as secretary of the meeting.
(b) The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to
do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the determination
of the order of business, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the
time prescribed for the commencement thereof and the opening and closing of the voting polls.
(c) At each annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought
before the meeting. Business may only be properly brought before the meeting (1) by or at the direction of the Board of Directors or (2) by a
stockholder of record of the Corporation who is entitled to vote at such meeting and who complies with the notice procedures set forth in this
Article II, Section 5. Notwithstanding the foregoing, this Article II, Section 5 does not apply to the procedures for the nomination and election
of directors, which are exclusively governed by Article III, Section 3 hereof.
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(d) For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely
written notice thereof to the secretary of the Corporation containing the information set forth in this Article II, Section 5. To be timely, a
stockholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, and received at the principal
executive offices of the Corporation:
(1) not less than ninety (90) days nor more than one hundred twenty (120) days before the first anniversary of the date
of the Corporation’s last annual meeting of stockholders; or
(2) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, not later than the close of
business on the later of the ninetieth (90th) day prior to the date of the applicable annual meeting and the tenth (10th) day following the
day on which public announcement is first made of the date of the applicable annual meeting.
In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period for
the giving of a stockholder’s notice as described above.
(e) Each such stockholder’s notice shall set forth:
(1) as to each matter the stockholder proposes to bring before the annual meeting, a brief description of the business
desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting,
and the reasons for conducting such business at the annual meeting;
(2) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:
(A) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder;
(B) the name and address of such beneficial owner, if any;
(C) a representation that such stockholder is a stockholder of record and intends to appear in person at such meeting to
bring the business before the meeting specified in the notice;
(D) the class and number of shares of stock of the Corporation beneficially owned, directly or indirectly, by the
stockholder and by such beneficial owner, if any;
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(E) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion
privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a
value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument
or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a
“Derivative Instrument”) directly or indirectly owned beneficially by the stockholder or the beneficial owner, if any, and any
other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of
the Corporation;
(F) any proxy, contract, arrangement, understanding, or relationship pursuant to which the stockholder has a right to vote
any shares of any security of the Corporation;
(G) any short interest in any security of the Corporation (for purposes of this Article II, Section 5, a person shall be
deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the
value of the subject security);
(H) any rights to dividends on the shares of the Corporation owned beneficially by the stockholder or the beneficial
owner, if any, that are separated or separable from the underlying shares of the Corporation;
(I) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a
general or limited partnership in which the stockholder or the beneficial owner, if any, is a general partner or, directly or
indirectly, beneficially owns an interest in a general partner;
(J) any performance-related fees (other than an asset-based fee) that the stockholder or the beneficial owner, if any, is
entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the
date of such notice;
(3) a description of all agreements, arrangements and understandings between the stockholder and beneficial owner, if
any, and any other person or persons (including their names) in connection with the proposal of such business by the stockholder;
(4) any other information relating to the stockholder and beneficial owner, if any, that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to Section
14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and
(5) any material interest of the stockholder or the beneficial owner, if any, in such business.
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(f) In addition, to be timely, the stockholder notice shall be supplemented or updated if necessary by the stockholder and
beneficial owner, if any, so that the information shall be true and correct as of the record date of the applicable meeting and as of the date that
is ten (10) business days prior to the meeting, including any adjournment thereof, and such supplement or update shall be delivered to the
secretary of the Corporation not later than two (2) business days after each respective date. For the avoidance of doubt, the obligation to update
and supplement as set forth in this Article II, Section 5(f) or any other Section of these By-Laws shall not be deemed to extend any applicable
deadlines under these By-Laws, cure deficiencies in any notice of proposed business or permit a change in the business proposed to be
considered at a meeting of stockholders.
(g) The secretary of the Corporation shall deliver each properly delivered stockholder’s notice that has been timely received to
the Board of Directors or a committee designated by the Board of Directors for review.
(h) Notwithstanding anything in these By-Laws to the contrary, with the exception of Article III, Section 3 hereof which shall
govern nominations, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Article II, Section 5.
The chairman of a meeting shall, if the facts warrant, determine that the business was not brought before the meeting in accordance with the
procedures prescribed by this Article II, Section 5, declare such determination to the meeting and the business not properly brought before the
meeting shall not be transacted.
(i) Subject to Rule 14a-8 under the Exchange Act, nothing in these By-Laws shall be construed to grant any stockholder the
right to include or have disseminated or described in the Corporation’s proxy statement any such proposals. Nothing in these By-Laws or in this
Article II, Section 5 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement
pursuant to Rule 14a-8 under the Exchange Act or any rights of the holders of any series of Preferred Stock if and to the extent provided for
under law, the Articles of Incorporation or these By-Laws.
6 . VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. No stockholder may authorize more than four (4) persons to act for him, and any proxy shall be delivered to the
secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy
shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall,
as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation
for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the
chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder
voting or by such stockholder’s proxy, if there be such proxy.
7. INSPECTORS OF ELECTION: At every meeting of the stockholders for election of directors, the proxies shall be received
and taken in charge, all ballots and votes cast at the meeting shall be received and counted, and all questions touching the qualifications of
voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by one or more inspectors. Each inspector shall be
appointed by the chairman of the meeting, shall be sworn faithfully to perform his or her duties and shall certify in writing to the returns. No
candidate for election as director shall be appointed or act as inspector.
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8. QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority
of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of
which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in
determining the total number of outstanding shares entitled to vote. Less than a quorum may adjourn. If a meeting is adjourned for lack of a
quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.
9 . POSTPONEMENTS; ADJOURNMENTS; CANCELLATIONS : The postponement or adjournment of any meeting of the
stockholders shall be held on such date and at such time as the Board of Directors in its discretion determines. The Board of Directors shall also
have the power to cancel any special meeting of the stockholders that was called by the Board of Directors, the chairman of the Board, the vice
chairman of the Board or the chief executive officer of the Corporation, in each case, pursuant to Article II, Section 3(a)(i).
1 0 . REMOTE COMMUNICATION: If authorized by the Board of Directors in its sole discretion, and subject to any
guidelines and procedures as the Board of Directors may adopt, stockholders not physically present at a meeting of stockholders may, by
means of remote communication:
(a) participate in a meeting of stockholders; and
(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated
place or solely by means of remote communication,
provided that the Corporation shall implement reasonable measures to (i) verify that each person deemed present and permitted to vote at the
meeting by means of remote communication is a stockholder or proxyholder, and (ii) provide such stockholders and proxyholders a reasonable
opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings.
ARTICLE III.
DIRECTORS
1 . RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its
Board of Directors and such officers and agents as the Board of Directors may elect and employ.
2 . NUMBER OF DIRECTORS: The Board of Directors shall consist of ten (10) directors. The Board of Directors shall have
the power to amend this by-law to the extent permitted by law.
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3. NOMINATION AND ELECTION OF DIRECTORS:
(a) At each annual meeting of stockholders, the stockholders entitled to vote shall elect the directors. Except as provided in
Article III, Section 4 hereof, each director shall be elected by a vote of the majority of the votes cast with respect to the director nominee at a
meeting of stockholders for the election of directors at which a quorum is present; provided, that if the number of director nominees exceeds
the number of directors to be elected, the directors shall be elected by a plurality of the votes cast in such election. For purposes of this Article
III, Section 3, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted
“against” that director.
(b) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (1) by or at the direction of the Board of Directors or (2) by any stockholder of the Corporation who (A) is a
stockholder of record at the time of giving of notice of such special meeting and at the time of the special meeting, (B) is entitled to vote at the
meeting, and (C) complies with the procedures set forth in Article II, Section 3(b) and this Article III, Section 3 as to such nomination.
(c) No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in this
Article III, Section 3. Nominations of persons for election to the Board of Directors may be made (1) by the Board of Directors or (2) by any
stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders who complies with the notice
procedures set forth in this Article III, Section 3. The chairman of the applicable meeting of stockholders shall have the sole authority to
determine whether a nomination was made in accordance with this Article III, Section 3 and, if any proposed nomination is not in compliance
with this Article III, Section 3, declare that such defective nomination be disregarded.
(d) For stockholder nominations to be properly brought before a stockholder meeting, the stockholder must have given timely
written notice thereof to the secretary of the Corporation containing the information set forth in this Article III, Section 3. To be timely, a
stockholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, and received at the principal
executive offices of the Corporation:
(1) if in connection with an annual meeting of stockholders, not less than ninety (90) days nor more than one hundred
twenty (120) days before the first anniversary of the date of the Corporation’s last annual meeting of stockholders;
(2) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, not later than the close of
business on the later of the ninetieth (90th) day prior to the date of the applicable annual meeting and the tenth (10th) day following the
day on which public announcement is first made of the date of the applicable annual meeting; or
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(3) with respect to any special meeting of stockholders called for the election of directors, not later than the close of
business on the seventh (7th) day following the date on which notice of such meeting is first given to stockholders.
In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period for
the giving of a stockholder’s notice as described above.
(e) Each such stockholder’s notice shall set forth:
(1) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made:
(A) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder;
(B) the name and address of such beneficial owner, if any;
(C) a representation that such stockholder is a stockholder of record and intends to appear in person at such meeting to
nominate the person or persons specified in the notice;
(D) the class and number of shares of stock of the Corporation beneficially owned, directly or indirectly, by the
stockholder and by such beneficial owner, if any;
(E) any Derivative Instrument directly or indirectly owned beneficially by the stockholder or the beneficial owner, if
any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value
of shares of the Corporation;
(F) any proxy, contract, arrangement, understanding, or relationship pursuant to which the stockholder has a right to vote
any shares of any security of the Corporation;
(G) any short interest in any security of the Corporation (for purposes of this Article III, Section 3 a person shall be
deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the
value of the subject security);
(H) any rights to dividends on the shares of the Corporation owned beneficially by the stockholder or the beneficial
owner, if any, that are separated or separable from the underlying shares of the Corporation;
(I) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a
general or limited partnership in which the stockholder or the beneficial owner, if any, is a general partner or, directly or
indirectly, beneficially owns an interest in a general partner;
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(J) any performance-related fees (other than an asset-based fee) that the stockholder or the beneficial owner, if any, is
entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the
date of such notice;
(K) the information required pursuant to Rule 14a-19(b) promulgated under the Exchange Act if the stockholder, such
beneficial owner, if any, or any of their respective affiliates, associates or others acting in concert intends to engage in a
solicitation in support of director nominees other than the Corporation’s nominees;
(2) as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of
Directors:
(A) the name, age, business address and, if known, residence address of such person;
(B) the principal occupation or employment of such person;
(C) the class and number of shares of stock of the Corporation which are beneficially owned by such person;
(D) all information relating to such person that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section
14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being
named in the proxy statement as a nominee and to serving as a director if elected); and
(E) a description of all direct and indirect compensation and other material monetary agreements, arrangements and
understandings during the past three (3) years, and any other material relationships, between or among such stockholder and
beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and
each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand,
including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under
Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if
any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and
the nominee were a director or executive officer of such registrant;
(3) a description of all agreements, arrangements and understandings between the stockholder and beneficial owner, if
any, and any other person or persons (including their names) in connection with the nomination by the stockholder;
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(4) any other information relating to the stockholder and beneficial owner, if any, that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a
contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and
(5) any material interest of the stockholder or the beneficial owner, if any, in such nomination.
(f) In addition, to be timely, the stockholder notice shall be supplemented or updated if necessary by the stockholder and
beneficial owner, if any, so that the information shall be true and correct as of the record date of the applicable meeting and as of the date that
is ten (10) business days prior to the meeting, including any adjournment thereof, and such supplement or update shall be delivered to the
secretary of the Corporation not later than two (2) business days after each respective date. For the avoidance of doubt, the obligation to update
and supplement as set forth in this Article III, Section 3(f) or any other Section of these By-Laws shall not be deemed to extend any applicable
deadlines under these By-Laws, cure deficiencies in any notice of nominations or permit a change in the nominees or nominations proposed to
be made at a meeting of stockholders.
(g) The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by
the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be
material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
(h) Any person nominated for election as director by the Board of Directors or any committee designated by the Board of
Directors shall, upon the request of the Board of Directors or such committee, furnish to the secretary of the Corporation all such information
pertaining to such person that is required to be set forth in a stockholder’s notice of nomination.
(i) In addition to the other requirements of this Article III, Section 3(b) through (h) with respect to any stockholder nomination
proposed to be made at a meeting, (i) each stockholder shall also comply with all applicable requirements of state and federal law, including
the Exchange Act, with respect to any such nomination or the solicitation of proxies with respect thereto, (ii) no stockholder, beneficial owner,
if any, or any of their respective affiliates, associates and other persons acting in concert therewith shall solicit proxies in support of any
nominees other than the nominees of the Board of Directors unless such person has complied with Rule 14a-19 promulgated under the
Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a
timely manner, and (iii) if such stockholder, beneficial owner, if any, or any of their respective affiliates, representatives or others acting in
concert therewith (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act as required by Article III, Section 3(e)
(1)(K) and (2) subsequently fails to comply with any of the requirements of Rule 14a-19 promulgated under the Exchange Act, then the
Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees. Upon request by the Corporation, if any
stockholder, beneficial owner, if any, or any of their respective affiliates, associates and other persons acting in concert therewith provides
notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5)
business days prior to the applicable meeting, reasonable evidence that such stockholder, beneficial owner, if any, and any of their respective
affiliates, associates or other persons acting in concert therewith have met the requirements of Rule 14a-19 promulgated under the Exchange
Act. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a
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proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
(j) To be eligible to be a director of the Corporation, a person must deliver, prior to the time such person is to begin service as
a director to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and
qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which
questionnaire shall be provided by the secretary of the Corporation upon written request), and a written representation and agreement (in the
form provided by the secretary of the Corporation upon written request) that such person (1) is not and will not become a party to (A) any
agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person,
if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the
Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the
Corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or
understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or
indemnification in connection with service or action as a director that has not been disclosed therein, and (3) will abide by the requirements of
the Corporate Governance Guidelines and any other policies applicable to the Corporation’s directors, including any resignation policy adopted
by the Board of Directors in connection with majority voting, if applicable.
(k) Subject to the terms and conditions set forth in these By-Laws, the Corporation shall include in its proxy statement for
annual meetings of stockholders the name, together with the Required Information (as required below), of each qualifying person nominated
for election (each, a “Stockholder Nominee”) to the Board of Directors by a stockholder or group of stockholders that satisfy the requirements
of this Article III, Section 3(k), including without limitation qualifying as an Eligible Stockholder (as defined below) and that expressly elects
at the time of providing the written notice required by this Article III, Section 3(k) (a “Proxy Access Notice”) to have its nominee included in
the Corporation’s proxy statement pursuant to this Article III, Section 3(k).
(1) For the purposes of this Article III, Section 3(k):
(A) “Voting Stock” shall mean outstanding shares of stock of the Corporation entitled to vote generally for the election
of directors as required by the Articles of Incorporation.
(B) “Constituent Holder” shall mean any (i) stockholder, (ii) fund included within two (2) or more funds that are part of
the same family of funds by virtue of being under common management and investment control, under common management and
sponsored primarily by the same employer or a “group of investment companies” (as such term is defined in Section 12(d)(1)(G)
(ii) of the Investment Company Act of 1940, as amended) (a “Qualifying Fund”) or (iii) beneficial holder whose stock ownership
is counted for the purposes of qualifying as holding the Proxy Access Required Shares (as defined below) or qualifying as an
Eligible Stockholder (as defined below);
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(C) “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Securities Act of 1933, as
amended (the “Securities Act”), provided, however, the term “partner” as used in the definition of “associate” shall not include
any limited partner that is not involved in the management of the relevant partnership; and
(D) a stockholder (including any Constituent Holder) shall be deemed to own only those outstanding shares of Voting
Stock as to which the stockholder itself (or such Constituent Holder itself) possesses both (a) the full voting and investment rights
and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares
calculated in accordance with the foregoing clauses (a) and (b) shall be deemed not to include (and to the extent any of the
following arrangements have been entered into by affiliates of the stockholder (or of any Constituent Holder), shall be reduced
by) any shares (x) sold by such stockholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been
settled or closed, including any short sale, (y) borrowed by such stockholder or Constituent Holder (or any of either’s affiliates)
for any purposes or purchased by such stockholder or Constituent Holder (or any of either’s affiliates) pursuant to an agreement to
resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered
into by such stockholder or Constituent Holder (or any of either’s affiliates), whether any such instrument or agreement is to be
settled with shares, cash or other consideration, in any such case which instrument or agreement has, or is intended to have, or if
exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in
the future, such stockholder’s or Constituent Holder’s (or either’s affiliate’s) full right to vote or direct the voting of any such
shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such
shares by such stockholder or Constituent Holder (or either’s affiliate). A stockholder (including any Constituent Holder) shall be
deemed to own shares held in the name of a nominee or other intermediary so long as the stockholder itself (or such Constituent
Holder itself) retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct
the disposition thereof and possesses the full economic interest in the shares. For purposes of this Article III, Section 3(k), a
stockholder’s (including any Constituent Holder’s) ownership of shares shall be deemed to continue during any period in which
the stockholder has loaned such shares so long as such stockholder retains the power to recall such shares on no greater than five
(5) business days’ notice and has recalled such loaned shares as of the record date of the annual meeting of stockholders (and
holds any voting power over such shares) or has delegated any voting power over such shares by means of a proxy, power of
attorney or other instrument or arrangement, so long as such delegation is revocable at any time by the stockholder.
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(2) For purposes of this Article III, Section 3(k), the “Required Information” that the Corporation will include in its
proxy statement is (A) the information concerning the Stockholder Nominee and the Eligible Stockholder that the Corporation
determines is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act; and
(B) if the Eligible Stockholder so elects, a Statement (as defined below). The Corporation shall also include the name of the Stockholder
Nominee in its proxy card. Any other provision of these By-Laws notwithstanding, the Corporation may in its sole discretion solicit
against, and include in the proxy statement its own statement(s) or other information relating to, any Eligible Stockholder and/or
Stockholder Nominee, including any information provided to the Corporation with respect to the foregoing.
(3) To be timely, a stockholder’s Proxy Access Notice must be received by the secretary of the Corporation at the
principal executive offices of the Corporation within the time periods applicable to stockholder nominations pursuant to Article III,
Section 3(d). Neither an adjournment nor a postponement of an annual meeting (or an announcement thereof) shall begin a new time
period for delivering a Proxy Access Notice.
(4) The maximum number of Stockholder Nominees (including Stockholder Nominees that were submitted by an
Eligible Stockholder for inclusion in the Corporation’s proxy statement pursuant to this Article III, Section 3(k) but are either
subsequently withdrawn or that the Board of Directors decides to nominate as Board of Directors’ nominees or otherwise appoint to the
Board of Directors) appearing in the Corporation’s proxy statement pursuant to this Article III, Section 3(k) with respect to an annual
meeting of stockholders shall not exceed the greater of (x) two (2) directors or (y) the largest whole number that does not exceed twenty-
five per cent (25%) of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance
with the procedures set forth in this Article III, Section 3(k) (such greater number, the “Permitted Number”); provided, however, that the
Permitted Number shall be reduced by:
(A) the number of directors in office or director candidates for whom access to the Corporation’s proxy statement was
previously provided pursuant to this Article III, Section 3(k), other than (x) any such director referred to in this clause (A) whose
term of office will expire at such annual meeting and who is not seeking (or agreeing) to be nominated at such meeting for
another term of office and (y) any such director who at the time of such annual meeting will have served as a director
continuously as a nominee of the Board of Directors for at least two (2) successive annual terms;
(B) the number of such director candidates for which the Corporation shall have received one or more stockholder
notices nominating director candidates pursuant to Article III, Section 3(d), provided, however, the reduction provided for in this
subsection (B) shall not apply if its application would reduce the Permitted Number below one (1); and
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(C) the number of directors in office or director candidates that in either case were elected or appointed to the Board of
Directors or will be included in the Corporation’s proxy statement with respect to such annual meeting as an unopposed (by the
Corporation) nominee, pursuant to an agreement, arrangement or other understanding with a stockholder or group of stockholders
(other than any such agreement, arrangement or understanding entered into in connection with an acquisition of Voting Stock, by
such stockholder or group of stockholders, from the Corporation), other than (x) any such director referred to in this clause (C)
whose term of office will expire at such annual meeting and who is not seeking (or agreeing) to be nominated at such meeting for
another term of office and (y) any such director who at the time of such annual meeting will have served as a director
continuously as a nominee of the Board of Directors for at least two (2) successive annual terms; provided, further, in the event
the Board of Directors resolves to reduce the size of the Board of Directors effective on or prior to the date of the annual meeting,
the Permitted Number shall be calculated based on the number of directors in office as so reduced. An Eligible Stockholder
submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy statement pursuant to this Article III,
Section 3(k) shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder
Nominees to be selected for inclusion in the Corporation’s proxy statement and include such specified rank in its Proxy Access
Notice. If the number of Stockholder Nominees pursuant to this Article III, Section 3(k) for an annual meeting of stockholders
exceeds the Permitted Number, then the highest ranking qualifying Stockholder Nominee from each Eligible Stockholder will be
selected by the Corporation for inclusion in the proxy statement until the Permitted Number is reached, going in order of the
amount (largest to smallest) of the ownership position as disclosed in each Eligible Stockholder’s Proxy Access Notice. If the
Permitted Number is not reached after the highest ranking Stockholder Nominee from each Eligible Stockholder has been
selected, this selection process will continue as many times as necessary, following the same order each time, until the Permitted
Number is reached.
(5) An “Eligible Stockholder” is one or more stockholders of record who own and have owned, or are acting on behalf
of one or more beneficial owners who own and have owned (in each case as defined above), in each case continuously for at least three
(3) years as of both the date that the Proxy Access Notice is received by the Corporation pursuant to this Article III, Section 3(k), and as
of the record date for the determination of stockholders entitled to notice and to vote at the annual meeting, at least three per cent (3%) of
the aggregate voting power of the Voting Stock (the “ Proxy Access Request Required Shares ”), and who continue to own the Proxy
Access Request Required Shares at all times between the date such Proxy Access Notice is received by the Corporation and the date of
the applicable annual meeting. No shares may be attributed to more than one group constituting an Eligible Stockholder under this
Article III, Section 3(k) and no stockholder may be a member of more than one group constituting an Eligible Stockholder. Proxy Access
Request Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Proxy Access Notice
has itself individually beneficially owned such shares continuously for the three (3)-year period ending on that date and through the other
applicable dates referred to above (in addition to the other applicable requirements being met).
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(6) No later than the final date when a Proxy Access Notice pursuant to this Article III, Section 3(k) may be timely
delivered to the secretary, an Eligible Stockholder (including each Constituent Holder) must provide the information required by Article
III, Section 3(e) to the secretary of the Corporation and also provide the following information in writing to the secretary:
(A) with respect to each Constituent Holder, the name and address of, and number of shares of Voting Stock owned by,
such person;
(B) one or more written statements from the record holder of the shares (and from each intermediary through which the
shares are or have been held during the requisite three (3)-year holding period) verifying that, as of a date within seven (7)
calendar days prior to the date the Proxy Access Notice is delivered to the Corporation, such person owns, and has owned
continuously for the preceding three (3) years, the Proxy Access Request Required Shares, and such person’s agreement to
provide:
a. within ten (10) days after the record date of the annual meeting, written statements from the record holder and
intermediaries verifying such person’s continuous ownership of the Proxy Access Request Required Shares through the
record date, together with any additional information reasonably requested to verify such person’s ownership of the Proxy
Access Request Required Shares; and
b. immediate notice if the Eligible Stockholder ceases to own any of the Proxy Access Request Required Shares
prior to the date of the applicable annual meeting of stockholders;
(C) a representation that such person:
a. acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent
to change or influence control of the Corporation, and does not presently have any such intent;
b. has not nominated and will not nominate for election to the Board of Directors at the annual meeting any
person other than the Stockholder Nominee(s) being nominated pursuant to this Article III, Section 3(k);
c. has not engaged and will not engage in, and has not been and will not be a “participant” in another person’s,
“solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act with respect to the Corporation in support of
the election of any individual as a director at the annual meeting other than in support of its Stockholder Nominee(s) or a
nominee of the Board of Directors;
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d. will not distribute to any stockholder of the Corporation any form of proxy for the annual meeting other than
the form distributed by the Corporation; and
e. will provide facts, statements and other information in all communications with the Corporation and its
stockholders that are and will be true and correct in all material respects and do not and will not omit to state a material
fact necessary in order to make the statements made, in light of the circumstances under which they were made, not
misleading, and will otherwise comply with all applicable laws, rules and regulations in connection with any actions taken
pursuant to this Article III, Section 3(k);
(D) in the case of a nomination by a group of stockholders that together is such an Eligible Stockholder, the designation
by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder
group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and
(E) an undertaking that such person agrees to:
a. assume all liability stemming from, and indemnify and hold harmless the Corporation and its affiliates and
each of its and their directors, officers, and employees individually against any liability, loss or damages in connection
with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the
Corporation or its affiliates or any of its or their directors, officers or employees arising out of any legal or regulatory
violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the
information that the Eligible Stockholder provided to the Corporation, in each case in connection with or relating to the
nomination of, or efforts to elect, the Stockholder Nominee;
b. promptly provide to the Corporation such other information as the Corporation may reasonably request; and
c. file with the Securities and Exchange Commission any solicitation by the Eligible Stockholder of stockholders
of the Corporation relating to the annual meeting at which the Stockholder Nominee will be nominated.
In addition, no later than the final date when a Proxy Access Notice pursuant to this Article III, Section 3(k) may be timely delivered to
the secretary, a Qualifying Fund whose stock ownership is counted for purposes of qualifying as an Eligible Stockholder must provide to
the secretary of the Corporation documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds
included within the Qualifying Fund satisfy the definition thereof. In order to be considered timely, any information required by this
Article III, Section 3(k) to be provided to the Corporation must be further updated and supplemented (through receipt by the secretary) if
necessary so that the information shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business
days prior to the meeting or any adjournment or postponement thereof, and the secretary must receive, at the principal executive offices
of the Corporation, such update and supplement not later than five (5) business days after the record date for the meeting in the case of
the update and supplement required to be
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made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment or
postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or
any adjournment or postponement thereof.
(7) The Eligible Stockholder may provide to the secretary, at the time the information required by this Article III,
Section 3(k) is originally provided, a single written statement for inclusion in the Corporation’s proxy statement for the annual meeting,
not to exceed five hundred (500) words per Stockholder Nominee, in support of the candidacy of such Eligible Stockholder’s Stockholder
Nominee(s) (the “Statement”). Notwithstanding anything to the contrary contained in this Article III, Section 3(k), the Corporation may
omit from its proxy statement any information or Statement that it, in good faith, believes is materially false or misleading, omits to state
any material fact, directly or indirectly without factual foundation impugns the character, integrity or personal reputation of or makes
charges concerning improper, illegal or immoral conduct or associations with respect to any person or would violate any applicable law
or regulation.
(8) No later than the final date when a Proxy Access Notice pursuant to this Article III, Section 3(k) may be timely
delivered to the secretary, each Stockholder Nominee must provide to the secretary the information required in Article III, Section 3(e), a
completed and executed questionnaire, representation and agreement as required by Article III, Section 3(i), and also:
(A) provide an executed agreement, in a form deemed satisfactory by the Board of Directors or its designee (which form
shall be provided by the Corporation reasonably promptly upon written request of a stockholder), that such Stockholder Nominee
consents to being named in the Corporation’s proxy statement and form of proxy card (and will not agree to be named in any
other person’s proxy statement or form of proxy card with respect to the Corporation) as a nominee and to serving as a director of
the Corporation if elected and that such Stockholder Nominee will promptly provide to the Corporation such other information as
the Corporation may reasonably request; and
(B) provide such additional information as necessary to permit the Board of Directors to determine if any of the matters
referred to in subsection (10) below apply and to determine if such Stockholder Nominee has any direct or indirect relationship
with the Corporation other than those relationships that have been deemed categorically immaterial pursuant to the Corporation’s
Corporate Governance Guidelines or is or has been subject to any event specified in Item 401(f) of Regulation S-K (or successor
rule) of the Securities and Exchange Commission.
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In the event that any information or communications provided by the Eligible Stockholder (or any Constituent Holder) or the
Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact
necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible
Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the secretary of any defect in such previously provided
information and of the information that is required to correct any such defect; it being understood for the avoidance of doubt that
providing any such notification shall not be deemed to cure any such defect or limit the remedies (including without limitation under
these By-Laws) available to the Corporation relating to any such defect.
Any proposed Stockholder Nominee shall also furnish any information, in addition to that required above, to the Corporation as it may
reasonably require to determine the eligibility of the proposed nominee to serve as an independent director or that could be material to a
reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee or as otherwise requested pursuant to
Article III, Section 3(g).
(9) Any Stockholder Nominee who is included in the Corporation’s proxy statement for a particular annual meeting of
stockholders, but subsequently is determined not to satisfy the eligibility requirements of this Article III, Section 3(k) or any other
provision of these By-Laws, the Articles of Incorporation or other applicable regulation any time before the annual meeting of
stockholders, will not be eligible for election at the relevant annual meeting of stockholders.
(10) The Corporation shall not be required to include, pursuant to this Article III, Section 3(k), a Stockholder Nominee
in its proxy statement for any annual meeting of stockholders, or if the proxy statement already has been filed, to allow the nomination
(or vote with respect to) a Stockholder Nominee (and may declare such nomination ineligible), notwithstanding that proxies in respect of
such vote may have been received by the Corporation:
(A) who is not independent under the listing standards of the principal United States exchange upon which the common
stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed
standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors or who is not
a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule) or who is not an
“outside director” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor
provision), in each case as determined by the Board of Directors;
(B) whose service as a member of the Board of Directors would violate or cause the Corporation to be in violation of
these By-Laws, the Articles of Incorporation, the rules and listing standards of the principal United States exchange upon which
the common stock of the Corporation is traded, or any applicable law, rule or regulation;
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(C) who is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of
the Clayton Antitrust Act of 1914, as amended, or who is a subject of a pending criminal proceeding (other than in connection
with traffic violations and other similar minor offenses), has been convicted in a criminal proceeding within the past ten (10)
years or is subject to an order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act;
(D) if the Eligible Stockholder (or any Constituent Holder) or applicable Stockholder Nominee otherwise breaches or
fails to comply in any material respect with its obligations pursuant to this Article III, Section 3(k) or any agreement,
representation or undertaking required by this Article III, Section 3(k); or
(E) if the Eligible Stockholder ceases to be an Eligible Stockholder for any reason, including but not limited to not
owning the Proxy Access Request Required Shares through the date of the applicable annual meeting.
(l) Except as provided in Article III, Section 3(k), or to the extent provided by Rule 14a-19 promulgated under the Exchange
Act with respect to a nomination made by a stockholder pursuant to Article III, Section 3(c) and that otherwise complies with the applicable
provisions of these By-Laws, nothing in these By-Laws shall be construed to grant any stockholder the right to include or have disseminated or
described in the Corporation’s proxy statement any such nomination of director or directors. Nothing in these By-Laws shall be deemed to
affect any rights of the holders of any series of Preferred Stock if and to the extent provided for under law, the Articles of Incorporation or these
By-Laws.
4. DIRECTORS’ TERMS: No decrease in the number of directors shall have the effect of changing the term of any incumbent
director. Unless a director resigns or is removed by no less than a majority of the votes of all shares entitled to be cast at an election of
directors as required by the Articles of Incorporation, every director shall hold office for the term elected or until a successor shall have been
elected. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors.
5 . DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the
stockholders. The Board of Directors, as soon as may be convenient after the annual meeting of the stockholders at which such directors are
elected, shall elect the officers of the Corporation as provided in Article V, Section 2 hereof. Special meetings may be called by any director by
giving notice of the time and place in accordance with Article III, Section 7. Meetings of the Board of Directors (or any committee of the
Board) may be held by telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, at
such time as may be prescribed, upon call of any director.
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6 . QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the
directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of
any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a
meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such
action. Such consent shall have the same force and effect as a unanimous vote.
7 . NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the
Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need
be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral (in person or by
telephone), electronic or written notice duly given to each director not less than twenty-four (24) hours before the date of the proposed
meeting.
8. WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the
provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such
notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation
in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to
holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
9 . COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and
expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other
compensation as the Board of Directors shall determine. A director may serve or be employed by the Corporation in any other capacity and
receive compensation therefor.
1 0 . DIRECTOR EMERITUS: The Board may appoint to the position of Director Emeritus any retiring director who has
served not less than three (3) years as a director of the Corporation. Such person so appointed shall have the title of “Director Emeritus” and
shall be entitled to receive notice of, and to attend all meetings of the Board, but shall not in fact be a director, shall not be entitled to vote, shall
not be counted in determining a quorum of the Board and shall not have any of the duties or liabilities of a director under law.
1 1 . COMMITTEES: In addition to the executive committee authorized by Article IV of these By-Laws, other committees,
consisting of two (2) or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of a
majority of all directors in office at the time the action is being taken or the number of directors required to take action under Article III,
Section 6 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have
and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except
as limited by law.
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ARTICLE IV.
EXECUTIVE COMMITTEE
1 . HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 11
hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who
shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by
law, shall have and may exercise all of the authority of the Board of Directors.
2 . ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall
keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.
3 . MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such
meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his
residence or usual place of business, at least two (2) days before the day on which the meeting is to be held or shall be sent to such place by
telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.
4. QUORUM AND MANNER OF ACTING: A majority of the executive committee shall constitute a quorum for transaction
of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee.
The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.
5. REMOVAL: Any member of the executive committee may be removed, with or without cause, at any time, by the Board of
Directors.
6. VACANCIES: Any vacancy in the executive committee shall be filled by the Board of Directors.
ARTICLE V.
OFFICERS
1 . NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive
officer, a vice chairman of the Board of Directors, one or more vice presidents (one or more of whom may be designated executive vice
president or senior vice president), a chief financial officer, a treasurer, a controller, a secretary, one or more assistant treasurers, assistant
controllers and assistant secretaries and such other officers as may from time to time be chosen by the Board of Directors. Any two or more
offices may be held by the same person. The Board of Directors, in its discretion, may also designate “chief officers” of certain functions in
addition to chief executive officer and chief financial officer, and such officers shall be deemed to be vice presidents for purposes of these By-
Laws.
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2 . ELECTION, TERM OF OFFICE AND QUALIFICATIONS : All officers of the Corporation shall be chosen annually by
the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or
shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, the chief executive officer, and the vice
chairman of the Board of Directors shall be chosen from among the directors.
3. VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board
of Directors.
4. OTHER OFFICERS, AGENTS AND EMPLOYEES – THEIR POWERS AND DUTIES: The Board of Directors may from
time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it
or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and
employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The
Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers,
agents and employees of the Corporation.
5. REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of
a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer
upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.
6. CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the
stockholders and of the Board of Directors and shall be a member of the executive committee. If the Corporation designates the chairman as an
executive chairman, the executive chairman shall be the senior-most executive of the Corporation and the chief executive officer shall report to
the executive chairman. The executive chairman shall be responsible for such management and control of the business and affairs of the
Corporation as shall be determined by the Board of Directors. The chairman of the Board shall, in consultation with the vice chairman of the
Board and, if one exists, the lead independent director, determine the agenda, schedule and meeting materials for meeting of the Board of
Directors and guide Board discussions and facilitate discussions between the Board of Directors and management, and interact with analysts,
investors, employees and other key constituents. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He
shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be
brought to its notice. The chairman of the Board shall keep the vice chairman and, if one exists, the lead independent director, of the Board
informed, and shall consult with the vice chairman and, if one exists, the lead independent director, as to material internal and external
discussions the chairman has, and material developments the chairman learns, about the Corporation and the Board of Directors. He shall do
and perform such other duties from time to time as may be assigned to him by the Board of Directors.
7 . CHIEF EXECUTIVE OFFICER: In the absence of the chairman, the vice chairman of the Board of Directors and the lead
independent director, the chief executive officer shall preside at meetings of the Board of Directors. The chief executive officer shall be
responsible to the chairman of the Board of Directors and, subject to the chairman, shall be responsible for the general management and control
of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board
of Directors. He shall from time to time report to the chairman on matters within his knowledge which the interests of the Corporation may
require be brought to the chairman’s
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notice. In the absence of the chairman and the vice chairman of the Board of Directors, he shall have all of the powers and the duties of the
chairman of the Board of Directors. He shall do and perform such other duties from time to time as may be assigned to him by chairman.
8 . PRESIDENT: The president shall perform such duties and have such powers relative to the business and affairs of the
Corporation as may be assigned to him by the Board of Directors. The offices of president and chief executive officer may be held by the same
or separate persons, each having the powers and duties hereunder as determined by the Board of Directors. In the event that such offices are
held by separate persons, the chief executive officer shall be the more senior ranked officer with respect to exercising the powers and duties
under these By-Laws.
9 . VICE CHAIRMAN OF THE BOARD OF DIRECTORS: The Board of Directors shall designate a vice chairman of the
Board of Directors. In the absence or inability to act of the chairman of the Board of Directors, the vice chairman of the Board of Directors
shall preside at meetings of the stockholders and of the Board of Directors and shall have the powers and discharge the duties of the chairman
of the Board of Directors; provided, that the vice chairman may, at his election, designate the lead independent director to preside at such
meetings and discharge such duties. The vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors.
The vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within his
knowledge which the interests of the Corporation may require be brought to his notice. The vice chairman shall keep the chairman informed,
and shall consult with the chairman as to material internal and external discussions the vice chairman has, and material developments the vice
chairman learns, about the Corporation and the Board of Directors. The vice chairman shall consult with, advise and assist the chairman in the
performance of the duties of the chairman. The vice chairman shall provide input on the agenda, schedules and meeting materials for meetings
with the Board of Directors; assist in guiding board discussions and in consultation with the chairman, facilitate communication between the
Board of Directors and management; and in consultation with the chairman, interact with analysts, investors, employees and other key
constituents.
1 0 . VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, chief
executive officer, the president and the vice chairman of the Board of Directors in carrying out their respective duties and shall perform those
duties which may from time to time be assigned to them.
11. TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He
shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with
such bankers or other depositaries as the Board of Directors may from time to time designate. He shall render to the Board of Directors, the
chairman of the Board of Directors, the chief executive officer, the president, the vice chairman of the Board of Directors, and the chief
financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he shall give a bond in such
sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the
Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers,
money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other
duties as from time to time may be assigned to him.
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12. ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform
all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer. Each
assistant treasurer shall also perform such other duties as from time to time may be assigned to him.
13. SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a
book or books kept for that purpose and shall be responsible for authenticating records of the Corporation. He shall keep in safe custody the
seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the
Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers
and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the chief executive
officer, the president or the vice chairman of the Board of Directors may from time to time prescribe.
14. ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform
all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary.
Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.
1 5 . CONTROLLER: The controller shall be administrative head of the controller’s department. He shall be in charge of all
functions relating to accounting and the preparation and analysis of budgets and statistical reports and shall establish, through appropriate
channels, recording and reporting procedures and standards pertaining to such matters. He shall report to the chief financial officer and shall
aid in developing internal corporate policies whereby the business of the Corporation shall be conducted with the maximum safety, efficiency
and economy, and he shall be available to all departments of the Corporation for advice and guidance in the interpretation and application of
policies which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him.
1 6 . ASSISTANT CONTROLLERS: In the absence or disability of the controller, one or more assistant controllers shall
perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the
controller. Each assistant controller shall also perform such other duties as from time to time may be assigned to him
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1 7 . LEAD INDEPENDENT DIRECTOR: In the event that the chairman of the Board of Directors is not an independent
director, the Board of Directors may designate a lead independent director. The lead independent director shall have the powers and duties
hereunder as determined by the Board of Directors from time to time, including any such authorities as may be established under the Corporate
Governance Guidelines. In the absence or inability to act of the chairman and vice chairman of the Board of Directors or if designated by the
vice chairman in accordance with these By-Laws, the lead independent director shall preside at meetings of the stockholders and of the Board
of Directors and shall have the powers and discharge the duties of the chairman of the Board of Directors. The lead independent director shall
confer regularly with the chairman of the Board of Directors, the vice chairman of the Board of Directors and the chief executive officer as to
material internal and external discussions the lead independent director has, and material developments the lead independent director learns,
about the Corporation and the Board of Directors. The lead independent director shall set the agenda for and preside over executive sessions of
solely independent directors, and shall have the power to call meetings of the independent directors.
ARTICLE VI.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
1 . CONTRACTS: The chairman of the Board of Directors, the chief executive officer, the president, the vice chairman of the
Board of Directors, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have
the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise
provided in these By-Laws, have any power or authority to bind the Corporation by any contract or acknowledgement, or pledge its credit or
render it liable pecuniarily for any purpose or to any amount.
2. LOANS: The chairman of the Board of Directors, the chief executive officer, the president, the vice chairman of the Board
of Directors, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to
effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or
individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the
Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge,
hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse,
assign and deliver the same.
3 . VOTING OF STOCK HELD: The chairman of the Board of Directors, the chief executive officer, the president, the vice
chairman of the Board of Directors, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation,
any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written
proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of
Directors, the chief executive officer, the president, the vice chairman of the Board of Directors, any vice president or the secretary may
himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers
of the Corporation as the holder of such stock or other securities of such other corporation.
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4. COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.
ARTICLE VII.
EVIDENCE OF SHARES
1 . FORM: Shares of the Corporation’s stock shall, when fully paid, be evidenced by certificates containing such information
as is required by law and approved by the Board of Directors. Alternatively, the Board of Directors may authorize the issuance of some or all
shares of stock without certificates. In such event, within a reasonable time after issuance, the Corporation shall mail to the stockholder a
written confirmation of its records with respect to such shares containing the information required by law. When issued, the certificates of
stock of the Corporation shall be numbered and entered in the books of the Corporation as they are issued; they shall be signed manually or by
the use of a facsimile signature, (i) by the chairman of the Board of Directors, by the chief executive officer, by the president, or by a vice
president designated by the Board of Directors and (ii) countersigned by the secretary or an assistant secretary; and they shall bear the
corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle
the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to receive dividends thereon or to
participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition
that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that
it may deem advisable. Fractional may also be issued.
2. LOST CERTIFICATES: The chief executive officer, president or secretary may direct a new certificate or certificates to be
issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the
certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new
certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require
and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate
or certificates alleged to have been lost or destroyed.
3 . TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a
certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall
issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.
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4. REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of
stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a
fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad
faith.
ARTICLE VIII.
MISCELLANEOUS
1 . NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to
which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation
that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person.
Whenever notice is required by applicable law, the Articles of Incorporation or these By-Laws, a written waiver of such notice signed before or
after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of
objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.
2. REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.
3. CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of
the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer
agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares
held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be
the holder of record of a least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose
therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books
and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.
4 . REQUIREMENT FOR FINANCIAL STATEMENT : Upon the written request of any stockholder, the Corporation shall
mail to the stockholder its most recent published financial statement.
5. SEAL: The seal of the Corporation shall be a flat faced circular die containing the word “SEAL” in the center and the name
of the Corporation around the circumference.
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6. AMENDMENT OF BY-LAWS: The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in
the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed or new By-Laws adopted by the stockholders
and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.
7. FISCAL YEAR: The fiscal year of the Corporation shall be established by resolution of the Board of Directors and may be
changed from time to time.
8 . GENERAL: Any matters not specifically covered by these By-Laws shall be governed by the applicable provisions of the
Code of Virginia in force at the time.
ARTICLE IX.
EMERGENCY BY-LAWS
If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these
By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as
follows:
1. The third sentence of Section 5, Article III shall read as follows:
Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director
or of any person having the powers and duties of the chairman of the Board of Directors, the chief executive officer, the president or the
vice chairman of the Board of Directors.
2. Section 6, Article III shall read as follows:
The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the
transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided,
however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken
until at least two additional directors have been elected and are in attendance.
ARTICLE X.
EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the federal
and state courts in the Commonwealth of Virginia shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on
behalf of the Corporation, (ii) any action asserting a claim of breach of duty owed by any current or former director, officer, employee,
stockholder or agent of the Corporation to the Corporation or the Corporation’s stockholders, including a claim alleging the aiding and abetting
of such a breach of duty, (iii) any action asserting a claim arising pursuant to any provision of the Virginia Stock Corporation Act, the Articles
of Incorporation or these By-Laws (in each case, as may be amended from time to time), (iv) any action or proceeding to interpret, apply,
enforce or determine the validity of the Articles of Incorporation or these By-Laws (in each case, as may be amended from time to time),
including any right, obligation, or remedy thereunder, (v) any action or proceeding regarding indemnification or advancement or
reimbursement of expenses arising out of the Articles of Incorporation, these By-Laws or otherwise, unless the Corporation
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and the party bringing such action or proceeding have entered into a written agreement providing for any other forum or dispute resolution
process, in which case such action or proceeding shall be subject to such written agreement, (vi) any action asserting a claim governed by the
internal affairs doctrine or (vii) any action asserting one or more “internal corporate claims,” as that term is defined in subsection C of Section
13.1-624 of the Virginia Stock Corporation Act, in all cases to the fullest extent permitted by law and subject to one of the courts having
personal jurisdiction over the indispensable parties named as defendants. To the extent that the federal or state courts in the Commonwealth of
Virginia do not have personal jurisdiction over the indispensable parties named as defendants, such parties must be given a reasonable
opportunity to consent to such jurisdiction before any action or proceeding may be brought or maintained in any other court. Unless the
Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (a “Securities Act Complaint”).
If any action the subject matter of which is within the scope of this Article X is filed in a court other than a federal or state court
located within the Commonwealth of Virginia or, in the case of a Securities Act Complaint, a federal district court of the United States of
America (a “Foreign Action”) by or in the name of any stockholder (including any beneficial owner), such stockholder shall be deemed to have
consented to (i) the personal jurisdiction of the federal and state courts located within the Commonwealth of Virginia in connection with any
action brought in any such court to enforce the provisions of this Article X and (ii) having service of process made upon such stockholder in
any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall
be deemed to have notice of and consented to the provisions of this Article X. If any provision of this Article X shall be held to be invalid,
illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by
law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of Article X
(including, without limitation, each portion of any sentence of this Article X containing any such provision held to be invalid, illegal or
unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or
circumstances shall not in any way be affected or impaired thereby. Failure to enforce the provisions of this Article X would cause the
Corporation irreparable harm, and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to
enforce the provisions of this Article X. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s
ongoing consent right as set forth in this Article X with respect to any current or future actions or proceedings.
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Exhibit 4.3
DOLLAR TREE, INC.
DESCRIPTION OF SECURITIES REGISTERED UNDER
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following summary of the capital stock of Dollar Tree, Inc. (the “Company”) is not complete and is subject to, and qualified in its entirety
by reference to, applicable provisions of Virginia law and the articles of incorporation and bylaws of the Company. The Company’s articles of
incorporation and bylaws, each as amended and restated, are filed as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.3 is a part. We
encourage you to read our articles of incorporation and bylaws, and the applicable provisions of Virginia law, for additional information.
The Company’s common stock is the only class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Authorized Capital Stock
The Company’s authorized capital stock consists of 600,000,000 shares of common stock, par value $.01 per share, and 10,000,000 shares of
preferred stock, par value $.01 per share.
Common Stock
Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our
shareholders, other than any matter that solely relates to the terms of any outstanding series of preferred stock or the number of shares of that series. The
holders of shares of our common stock do not have any cumulative voting rights. Our board of directors may grant holders of preferred stock, in the
resolutions creating the series of preferred stock, the right to vote on the election of directors or any questions affecting our Company.
Each director is elected by a vote of the majority of the votes cast with respect to the director nominee at a meeting of stockholders for the
election of directors at which a quorum is present; provided, that if the number of director nominees exceeds the number of directors to be elected, the
directors are elected by a plurality of the votes cast in such election. For purposes of director elections, a majority of the votes cast means that the number
of shares voted “for” a director must exceed the number of shares voted “against” that director.
Holders of our common stock are entitled to dividends in such amounts and at such times as our board of directors in its discretion may declare
out of funds legally available for the payment of dividends, subject to any preferential dividend rights of outstanding preferred stock.
If we liquidate or dissolve our business, the holders of our common stock are entitled to share ratably in all our assets that are available for
distribution to our shareholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their
liquidation preferences in full.
Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.
All of our outstanding shares of common stock are fully paid and non-assessable.
The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of preferred stock which we may designate and issue in the future.
Our common stock is listed for trading on the NASDAQ Global Select Market under the symbol “DLTR.” The registrar and transfer agent for
our common stock is Computershare Trust Company, N.A.
Preferred Stock
Our board of directors has the authority, without any action by the holders of our common stock, to issue up to an aggregate of 10,000,000 shares
of preferred stock in one or more series. The board’s authority includes the power to determine the designations, preferences and rights and any
qualifications, limitations or restrictions of the shares of each series of preferred stock, including:
• voting rights;
• dividend rights and rates;
• liquidation preferences;
• conversion rights;
• terms of redemption (including sinking fund provisions), redemption price or prices; and
• the number of shares constituting any series of preferred stock (up to the maximum of 10,000,000 shares in the aggregate).
The issuance of shares of preferred stock may adversely affect the rights of our common shareholders. For example, any preferred stock issued
may rank senior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible
into shares of common stock. The issuance of shares of preferred stock also could decrease the amount of earnings and assets available for distribution to
holders of shares of common stock.
The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, may
have the effect of discouraging, delaying, or preventing a change in control of our Company. For example, if in the due exercise of its fiduciary
obligations, the board of directors were to determine that a takeover proposal is not in the best interests of the Company, the board of directors could
cause shares of preferred stock to be issued without shareholder approval in one or more private offerings or other transactions that might dilute the
voting or other rights of the proposed acquiror or insurgent shareholder or shareholder group.
Voting Requirements for Certain Actions
The articles of incorporation provide that approval of the following actions require the affirmative vote of a majority of the shares entitled to be cast
by each voting group entitled to vote on the matter:
• shareholder approval of a plan of merger or share exchange;
• shareholder approval of a sale, lease, exchange or other disposition of the Company’s assets, other than certain dispositions that would leave the
Company without a “significant continuing business activity;”
• shareholder approval of a plan of domestication;
• shareholder approval of a plan of entity conversion; or
• shareholder approval of a proposal for dissolution of the corporation.
2
Anti-Takeover Effects of Provisions of our Articles of Incorporation and Bylaws
Certain provisions in our articles of incorporation and in our bylaws could make it more difficult for a third party to acquire, or discourage a third
party from acquiring, control of the Company. For example, the following provisions may make it difficult for existing shareholders to replace our board
of directors as well as for another party to obtain control of the Company by replacing our board of directors:
• Our bylaws provide that shareholder nominations of persons for election to the board of directors may be made only upon advance written notice
to the board of directors in accordance with certain procedural requirements.
• A shareholder is not eligible to have its director nominees included in the Company’s proxy statement for the annual meeting of shareholders
unless it meets certain notice and procedural requirements, including (i) continuous ownership for at least three years of at least three per cent of
the outstanding shares of stock entitled to vote in the election of directors, and (ii) the maximum number of shareholder nominees may not exceed
the greater of two directors or twenty-five per cent of the number of directors then in office.
• The articles of incorporation provide that a director may be removed only if the number of votes cast to remove the director constitutes a majority
of the votes entitled to be cast at an election of directors.
• The authorization of undesignated preferred stock in our articles of incorporation makes it possible for our board of directors to issue preferred
stock with voting or other rights or preferences that could impede the success of any attempt to change control of the Company.
• Our articles of incorporation do not give shareholders the right to cumulative voting in the election of directors. The absence of cumulative voting
makes it more difficult for a minority shareholder to gain a seat on our board of directors or influence our board of directors’ decision regarding a
takeover.
In addition, there are provisions which may make it difficult to call special meetings of the shareholders or to take other shareholder action:
• Our articles of incorporation and bylaws provide that special meetings of shareholders may be called only by the board of directors, the chairman
or vice chairman of the board of directors, our chief executive officer, or upon the written request of one or more shareholders who own shares
representing fifteen percent or more of the outstanding shares of common stock entitled to vote on the matter to be brought before the special
meeting, and that all business to be transacted at any special meeting of shareholders is limited to the purpose or purposes stated in the notice of
the special meeting.
• The bylaws also provide that the only business that may be brought before an annual meeting of shareholders is limited to matters (i) brought
before the meeting at the direction of the board of directors or (ii) specified in a written notice given by a shareholder of record who is entitled to
vote at the meeting in accordance with certain procedural requirements specified in the bylaws.
Certain Provisions of Virginia Law
The Virginia Stock Corporation Act contains provisions relating to “affiliated transactions” and “control share acquisitions,” which in certain
circumstances could have anti-takeover effects, but the Company has elected to opt out of these provisions as permitted by Virginia law. The following
is a brief summary of the provisions of the Virginia statutes.
3
The Virginia provisions relating to “affiliated transactions” prohibit a Virginia corporation having more than 300 shareholders from engaging in
material transactions with the beneficial owner of more than 10% of any class of its outstanding voting shares (an “interested shareholder”) for a period
of three years following the date that such person became an interested shareholder unless:
• a majority (but not less than two) of the disinterested directors of the corporation and the holders of two-thirds of the voting shares, other than the
shares beneficially owned by the interested shareholder, approve the affiliated transaction, or
• before the date the person became an interested shareholder, a majority of the disinterested directors of the corporation approved the transaction
that resulted in the shareholder becoming an interested shareholder.
Affiliated transactions subject to this approval requirement include mergers, share exchanges, material sales or other dispositions of corporate assets
not in the ordinary course of business, any dissolution of the corporation proposed by or on behalf of an interested shareholder or any reclassification,
including reverse stock splits, recapitalizations or mergers of the corporation with its subsidiaries, which has the effect of increasing the percentage of
voting shares owned beneficially by an interested shareholder by more than 5%.
A Virginia corporation may include in its articles of incorporation a provision opting out of the affiliated transactions statute. The Company’s articles
of incorporation provide that the Company elects not to be governed by the affiliated transactions statute.
Virginia law also contains provisions relating to “control share acquisitions,” which are transactions causing the voting strength of any person
acquiring beneficial ownership of shares of a Virginia public corporation to meet or exceed certain threshold percentages (20%, 33 /3% or 50%) of the
total votes entitled to be cast for the election of directors. Shares acquired in a control share acquisition have no voting rights unless:
• the voting rights are granted by a majority vote of all outstanding shares other than those held by the acquiring person or any officer or employee
director of the corporation, or
• the articles of incorporation or bylaws of the corporation provide that these Virginia law provisions do not apply to acquisitions of its shares. The
acquiring person may require that a special meeting of the shareholders be held to consider the grant of voting rights to the shares acquired in the
control share acquisition.
A Virginia corporation may include in its articles of incorporation or bylaws a provision opting out of the control share acquisition statute. The
Company’s articles of incorporation provide that the Company elects not to be governed by the statutory provisions relating to control share acquisitions,
and that such statutory provisions shall not apply to acquisitions of the Company’s shares.
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Exhibit 10.12.3
AMENDMENT
TO THE
DOLLAR TREE, INC.
2013 DIRECTOR DEFERRED COMPENSATION PLAN
FIRST:
Sections 3.1 and 3.2 of the Dollar Tree, Inc. 2013 Director Deferred Compensation Plan (as amended and restated effective June 10, 2021) (the
“Plan”) are hereby amended and restated in their entirety as follows:
3.1 DEFERRAL OF FEES. Any Eligible Director may elect to defer in either cash or Shares all or a portion of the Fees earned during any calendar year
by delivering a deferral election to the Company not later than (a) December 31 of the calendar year immediately preceding the calendar year to which
the deferral election relates, or (b) with respect to the calendar year in which an individual first becomes an Eligible Director the date stated in a deferral
election form provided by the Company, which date shall be no later than thirty days after the date such individual becomes an Eligible Director;
provided that an election made under Section 3.1(b) of the Plan shall not apply to any Fees earned prior to the date such election becomes irrevocable.
Unless otherwise expressly provided by the Board, all Fees are earned upon the date payable (absent a deferral election). The election form shall specify
the amount or portion of the Fees to be deferred; whether and to what extent such Fees are to be deferred in cash or in Shares; the manner of payment
with respect to such deferred amounts; the date on which the deferred amounts shall be paid; and whether the deferred amount shall be paid in a lump
sum or in installment payments. Such election shall remain in force for such calendar year and for Fees earned in each calendar year thereafter until
changed or revoked by the Director by written notice to the Company not later than December 31 immediately preceding the calendar year to which such
change or revocation relates. A deferral election made under this Section 3.1 may not be changed or revoked after the dates set forth in Section 3.1(a) or
(b) above. The foregoing provisions of this Section 3.1 shall pertain to initial deferral elections with regard to a deferral of Fees under the Plan. In
addition, any Eligible Director may elect to make one subsequent deferral election with regard to Fees subject to an initial deferral election under this
Section 3.1. Such subsequent deferral election shall be made on a form provided or specified by the Company for this purpose and shall be irrevocable
when made. Further, such subsequent deferral election (i) may be made only with respect to a distribution date previously specified by an Eligible
Director on his or her applicable initial election form and not with respect to a distribution based on the date the Eligible Director ceases to serve as a
Director of the Company; (ii) may not change the form of distribution from a lump sum to installments or from installments to a lump sum; (iii) must be
made not less than 12 months before the distribution date previously specified; (iv) shall not take effect until 12 months after the date on which such
subsequent deferral election is made; (v) must specify a new distribution date that is at least five years after the distribution date previously specified;
(vi) may not change an election for payment in cash to an election for payment in Shares (or vice versa); and (vii) must be approved in advance by the
Board or the Compensation Committee of the Board (or a subcommittee thereof) in accordance with the requirements of Rule 16b-3 under the Exchange
Act, if the initial deferral election was for payment in Shares.
3.2 DEFERRAL OF EQUITY AWARDS. Any Eligible Director may elect to defer all or a portion of an Equity Award earned during any calendar year
by delivering a deferral election to the Company not later than (a) December 31 of the calendar year immediately preceding the calendar year to which
the deferral election relates; or (b) with respect to the calendar year in which an individual first becomes an Eligible Director, the date stated in a deferral
election form provided by the Company, which date shall be no later than thirty days after the date such individual becomes an Eligible Director;
provided that an election made under this Section 3.2(b) of the Plan shall not apply to any Equity Award earned prior to the date such election becomes
irrevocable. Unless otherwise expressly provided by the Board, an Equity Award is earned as of the date it is awarded (absent a deferral election). The
election form shall specify the amount or portion of the Equity Award to be deferred; the date on which the deferred Shares shall be issued to the
Eligible Director; and whether the deferred Shares shall be issued in a lump sum or in installments. Such election shall remain in force for such calendar
year and for Equity Awards earned
during each calendar year thereafter until changed or revoked by the Eligible Director by written notice to the Company not later than December 31
immediately preceding the calendar year to which such change or revocation relates. A deferral election made under this Section 3.2 may not be changed
or revoked after the dates set forth in Section 3.2(a) or (b) above. The foregoing provisions of this Section 3.2 shall pertain to initial deferral elections
with regard to an Equity Award deferral under the Plan. In addition, any Eligible Director may elect to make one subsequent deferral election with regard
to an Equity Award subject to an initial deferral election under this Section 3.2. Such subsequent deferral election shall be made on a form provided or
specified by the Company for this purpose and shall be irrevocable when made. Further, such subsequent deferral election (i) may be made only with
respect to a distribution date previously specified by an Eligible Director on his or her applicable initial election form and not with respect to a
distribution based on the date the Eligible Director ceases to serve as a Director of the Company; (ii) may not change the form of distribution from a
lump sum to installments or from installments to a lump sum; (iii) must be made not less than 12 months before the distribution date previously
specified; (iv) shall not take effect until 12 months after the date on which such subsequent deferral election is made; (v) must specify a new distribution
date that is at least five years after the distribution date previously specified; and (vi) must be approved in advance by the Board or the Compensation
Committee of the Board (or a subcommittee thereof) in accordance with the requirements of Rule 16b-3 under the Exchange Act.
SECOND:
Section 5.1 of the Plan is hereby amended and restated in its entirety as follows:
5.1 EFFECTIVE DATE OF THIS PLAN. This Plan is effective July 1, 2013, and the shareholders of Dollar Tree, Inc. originally approved the Plan on
June 20, 2013. The effective date of the amended and restated Plan is March 8, 2023.
Approved by the Board of Directors of Dollar Tree, Inc. on March 8, 2023.
Exhibit 10.15.2
FIRST AMENDMENT
TO THE
DOLLAR TREE, INC.
2021 OMNIBUS INCENTIVE PLAN
The definition of “Retirement” in Section 2.1(hh) of the Dollar Tree, Inc. 2021 Omnibus Incentive Plan (the “Plan”) is hereby amended in its
entirety to read as follows, effective November 29, 2022:
(hh) “Retirement” means, unless otherwise provided in an Award Agreement, an Employee’s separation from Service or a Director’s
resignation or retirement from the Board (i) on or after the date such Participant attains the age of fifty-nine and a half (59½) and (ii) following
at least seven (7) years of service; provided, however, that the Retirement of an Employee shall not include a termination for Cause even if the
foregoing requirements for Retirement are otherwise met.
Approved by the Board of Directors of Dollar Tree, Inc. on November 29, 2022.
Exhibit 10.29
DOLLAR TREE, INC.
2021 OMNIBUS INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (the “ Agreement”), is effective as of the “Date of Grant”
specified in the accompanying Notice of Grant (the “Notice of Grant”), by and between Dollar Tree, Inc., a Virginia corporation, (the “ Company”), and
the “Grantee,” as defined in the Notice of Grant.
W I T N E S S E T H:
The Dollar Tree, Inc. 2021 Omnibus Incentive Plan (the “ Plan”) provides for the grant of performance-based Restricted Stock Units
(“Performance Stock Units”), sometimes referred to by the Company as “PSUs,” in accordance with the terms and conditions of the Plan, which are
incorporated herein by reference. The Company has determined that it is in the best interest of the Company and its shareholders to provide an Award of
Performance Stock Units (this “Award”) to the Grantee. Capitalized terms used in this Agreement and not otherwise defined herein or in the Notice of
Grant have the meanings set forth in the Plan.
1. PERFORMANCE STOCK UNITS. The Company hereby grants an Award of Performance Stock Units to the Grantee as set forth in the
Notice of Grant, subject to the terms, conditions and restrictions as set forth in the Plan, this Agreement and the Notice of Grant. Each vested
Performance Stock Unit shall represent the right of the Grantee to receive one (1) share of the Company’s Stock. Except as otherwise provided herein,
the Performance Stock Units will be settled by issuance of shares of Stock as soon as practicable after the certification date described in the Notice of
Grant (the “Certification Date”), but in no event later than the last day of the calendar year that includes the Certification Date .
2. VESTING AND TRANSFER RESTRICTIONS OF PERFORMANCE STOCK UNITS . The Grantee shall vest in the percentage of
the Target Performance Stock Units, and the restrictions described in Sections 2.1 and 2.2 shall lapse, when the Vesting Criteria set forth in the Notice of
Grant are satisfied.
2.1. Termination of Employment. In the event of a Termination of Employment (as defined in this Section 2.1) of the Grantee with all
Member Companies for any reason other than (a) death, (b) Disability (as defined in Section 3.2 of this Agreement) or (c) Retirement (as defined in
Section 3.2 of this Agreement) prior to the satisfaction of the Vesting Criteria set forth in the Notice of Grant, the unvested Performance Stock Units
shall be forfeited as of the date of such Termination of Employment. For purposes of this Agreement, “Termination of Employment” shall mean a
“separation from service” as defined in Treasury Regulation § 1.409A-1(h) and “Member Company” shall mean a “service recipient” as defined in
Treasury Regulation § 1.409A-1(h)(3).
2.2. Transfer Restrictions . This Award may not be transferred, assigned, pledged or hypothecated, whether by operation of law or
otherwise, other than by will or by the laws of descent or distribution, and the provisions of this Agreement, the Plan (as applicable) and the Notice of
Grant shall be binding upon the executors, administrators, heirs, and successors of the Grantee. Any levy of any execution, attachment or similar
process upon this Award, shall be null, void and without effect. Notwithstanding the foregoing, Grantee may designate one or more beneficiaries for
receipt of the shares of Stock subject to vested Performance Stock Units by delivering a beneficiary designation form to the Company. A beneficiary
designation will not become effective unless it is made on the form approved by the Company and is received by the Company prior to the Grantee’s
death.
2.3. Change in Control. In the event of a Change in Control, Section 14 of the Plan shall apply to the Performance Stock Units and the
Committee may take such actions as it deems appropriate pursuant to the Plan, including accelerating vesting of this Award by waiving all or part of the
Vesting Criteria set forth in the Notice of Grant. If the vesting of Performance Stock Units is accelerated under this Section 2.3, such vested
Performance Stock Units shall be settled within 30 days of the date of the corporate action that accelerates vesting hereunder. Notwithstanding any
provision to the contrary in this Agreement, in the event accelerated vesting of the Performance Stock Units is required based on the terms of a retention
agreement entered into by and between the Grantee and the Company, the Performance Stock Units shall vest as required in such agreement and shall be
settled or paid within 30 days of the Grantee’s Termination of Employment.
2.4. Dividends. No cash dividends shall be paid on the Performance Stock Units.
2.5. Adjustments for Recapitalizations. In the event of a Transaction (as defined in Section 4.4 of the Plan), the Performance Stock Units
shall be adjusted as set forth in Section 4.4 of the Plan and any additional securities or other consideration received pursuant to such adjustment shall be
subject to the restrictions and risk of forfeiture to the same extent as the Performance Stock Units with respect to which such securities or other
consideration has been distributed.
3. DEATH, DISABILITY, OR RETIREMENT OF GRANTEE.
3.1 Amount of Payment or Settlement; Potential Recoupment. In the event of the Grantee’s death or Termination of Employment due to
Disability prior to the Certification Date, the Company shall waive the requirement that the Grantee be employed by the Company on the date of
payment or settlement of this Award, and on the Certification Date the Grantee will continue to vest in the percentage of the Target Performance Stock
Units as certified in writing by the Committee based on performance, and such Award shall be paid or settled as soon as practicable after the
Certification Date, but not later than the last day of the calendar year that includes the Certification Date. In the event of the Grantee’s Retirement prior
to the Certification Date, the Company shall waive the requirement that the Grantee be employed by the Company on the date of payment or settlement
of this Award, and on the Certification Date the Grantee will continue to vest in the percentage of the Target Performance Stock Units as certified in
writing by the Committee based on performance, and such Award shall be paid or settled as soon as practicable after the Certification Date, but not later
than the last day of the calendar year that includes the Certification Date; provided, however, that in the event of a failure to comply (as determined
under the last paragraph of Section 3.2.2) with the Covenants (as defined in Exhibit A hereto), any further vesting or settlement of the Performance
Stock Units will cease, all unvested or unsettled Performance Stock Units will immediately be forfeited, and the Company shall have the right, in its
discretion, to recoup all vested and settled Performance Stock Units, any resulting proceeds, and any other economic benefit to the Grantee under this
Agreement.
3.2 Definitions. For purposes of this Agreement,
3.2.1. “Disability” shall mean the Grantee has been determined to be disabled under the long-term disability insurance policy of the
Company or the Company determines that a qualified medical professional has opined that the Grantee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.
3.2.2. “Retirement” shall mean the Grantee’s Termination of Employment under the following circumstances and subject to the
following conditions:
(a) The Termination of Employment is on or after the date the Grantee attains the age of fifty-nine and a half (59 ½) and on or
after the last day of the Company’s fiscal year that includes the Date of Grant.
(b) The Termination of Employment is on or after the date the Grantee completes two (2) years of Service.
(c) The Termination of Employment is on or after the date specified in an “Adequate Notice,” unless an earlier separation date is
requested by the “Appropriate Party.” Adequate Notice, for this purpose, means communication to the Appropriate Party on a form
prescribed by the Company that the Grantee is giving consideration to retiring as of a date that is (a) at least 12 months after such
communication, for an Employee serving as Chief Executive Officer (“CEO”) or, for Employees not serving as CEO, at least six months
after such communication. Appropriate Party, for this purpose, means (a) the Board, for the CEO; and (b) the CEO for other Employees.
The Grantee acknowledges that any Termination of Employment after the Grantee has provided Adequate Notice will be considered a
voluntary termination for purposes of, and thus shall preclude eligibility for, severance under any “Executive Agreement” or similar
agreement between the Grantee and the Company in effect on the date of Retirement.
(d) The Grantee supports a transition to the Grantee’s successor in the manner requested by the Board or the Grantee’s
supervisor, as applicable.
(e) The Grantee complies with the Covenants.
(f) The Grantee’s execution, and non-revocation, of a separation agreement containing a release of claims in favor of the
Company, its affiliates, and their respective officers and directors, and other relevant provisions in a form provided by and acceptable to
the Company, which release has become irrevocable not later than 30 days after the date of the Grantee’s Termination of Employment.
(g) Retirement of the Grantee shall not include a termination by a Member Company for Cause or resignation at a time when
Cause exists, even if the foregoing requirements for Retirement are otherwise met.
Whether the circumstances and conditions above are present or have been satisfied for the Grantee will be determined by (a) the Board, for
the CEO; and (b) the CEO, for other Employees. Whether special circumstances warrant a variation from the above definition will be determined
by (a) the Board, for the CEO; and (b) the Committee, for other Employees.
4. SHAREHOLDER RIGHTS. This Award does not entitle Grantee to any rights as a shareholder of the Company unless and until the shares
of Stock underlying this Award have been issued to Grantee by registry in book-entry form with the Company.ny unless and until the shares of Stock
underlying this Award have been issued to Grantee by registry in book-entry form with the Company.
5. ISSUANCE OF SHARES. The Company will issue the shares of Stock subject to the Performance Stock Units as non-certificated shares
in book-entry form registered in Grantee’s name. The purchase price of the shares of Stock is Grantee’s Service to the Company during the vesting
periods. The obligation of the Company to deliver shares of Stock upon the vesting of the Performance Stock Units shall be subject to all applicable
laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate to comply with relevant state and federal
securities laws and regulations and the rules of any applicable stock exchange.
6. CODE SECTION 409A. This Agreement and all amounts payable hereunder are intended to be exempt from Code Section 409A as short-
term deferrals (as defined under Treasury Regulations Section 1.409A-1(b)(4)), and this Agreement shall be administered and interpreted consistent with
that intent. To the extent this Agreement provides for a deferral of compensation subject to Code Section 409A and the regulations promulgated
thereunder, this Agreement is intended to and shall be interpreted and administered as necessary to comply with Code Section 409A. All payments made
under this Agreement will be treated as separate payments and will not be aggregated with any other payment for purposes of Code Section 409A and the
exemptions therefrom. Notwithstanding any other provision of this Agreement to the contrary, and solely to the extent required by Code Section 409A,
in the event that Grantee is a “specified employee” under Code Section 409A(a)(2)(i) and the regulations promulgated thereunder on the date of
Grantee’s Termination of Employment, then amounts payable under this Award due to Grantee’s Termination of Employment (other than for death)
shall be accumulated and paid without interest to the Grantee on the first business day of the seventh month following the date of the Grantee’s
Termination of Employment.
7. TAXES; WITHHOLDING OBLIGATION.
7.1. Generally. Grantee shall be ultimately liable and responsible for all taxes owed in connection with this Award, regardless of any action
a Member Company takes with respect to any tax withholding obligations that arise in connection with this Award. The Member Companies make no
representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of this Award or the subsequent sale
of shares of Stock issuable pursuant to this Award. Neither the Company nor any Member Company is committed or under any obligation to structure
this Award to reduce or eliminate Grantee’s tax liability.
7.2. Payment of Withholding Taxes. The Company shall deduct from the shares of Stock issuable to a Participant upon the settlement of
Performance Stock Units granted hereunder a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to the
tax withholding obligations thereon of the Member Companies. Upon the settlement of such Performance Stock Units, all tax withholding shall be
satisfied by deduction of shares of Stock otherwise issuable to a Participant upon the settlement of this Award. The Fair Market Value of any shares of
Stock withheld or cancelled under this Section 7.2 shall not exceed the amount determined by the minimum statutory withholding rates for each
applicable tax jurisdiction.
8 . NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any manner whatsoever the right or power of a Member
Company to terminate Grantee’s employment for any reason, with or without Cause.
9. MISCELLANEOUS.
9.1. Governing Law; Jurisdiction and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Virginia, without giving effect to
choice of law provisions thereof. The Circuit Court of the City of Norfolk, Virginia, and the United States District Court, Eastern District of Virginia,
Norfolk Division shall be the exclusive courts of jurisdiction and venue for any litigation, special proceedings or other proceedings between the parties
that may be brought, or arise out of, in connection with, or by reason of this Agreement, except to the extent of proceedings required to be brought in
accordance with any arbitration agreement between the parties, and the parties to this Agreement hereby consent to the jurisdiction of such courts.
9.2. Entire Agreement; Enforcement of Rights.
9.2.1. The Plan and the Notice of Grant are hereby incorporated by reference in this Agreement. This Agreement (including the
Plan and the Notice of Grant) sets forth the entire agreement and understanding of the parties relating to the subject matter herein. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in a writing signed by the Company and the
Grantee to this Agreement. In the event of a conflict between this Agreement and the Plan, the terms of the Plan control. A copy of the Plan may be
obtained from the Chief Human Resources Officer of the Company (or such other party as the Company may designate). This Agreement is subject to
all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.
9.2.2. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such
party. Any action or proceeding to enforce this Agreement shall be brought in accordance with the requirements of any arbitration agreement between the
parties, except that the Company may seek temporary or permanent injunctive relief or other forms of immediate relief related to a breach of any of the
covenants in this Agreement in the state or federal courts located in Norfolk, Virginia.
9.3. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.
9.4. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by fax, or twenty-four (24) hours after being delivered to a reliable overnight courier service for overnight delivery (with delivery
costs prepaid), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the
party to be notified at such party’s address as set forth below or as subsequently modified by written notice.
9.5. Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Company’s
successors and assigns. The rights and obligations of Grantee under this Agreement may only be assigned with the prior written consent of the
Company.
9.6. Claw-back. The Grantee acknowledges and agrees that this Award of Performance Stock Units is subject to the provisions of Section
19.1 of the Plan, “Forfeiture Events; Recoupment,” and to the provisions of any claw-back or similar policy adopted, implemented, or amended by the
Company, whether before or after the Date of Grant.
EXHIBIT A
Restrictive Covenants
The covenants set forth in this Exhibit A (the “ Covenants”) are several. Compliance with the Covenants is a condition of Retirement under this
Agreement.
a . Confidential Information. The Grantee understands and acknowledges that during the course of the Grantee’s employment by the Company, the
Grantee will have access to and learn about Confidential Information belonging to the Company.
For purposes of the Covenants, "Confidential Information" is all information not generally known to the public and developed or maintained by the
Company or its agents in spoken, printed, electronic or any other form or medium, relating directly or indirectly to the Company’s: business processes,
practices, methods, policies, plans, operations, strategies, agreements, contracts, transactions, potential transactions, know-how, trade secrets, intellectual
property, works-in-process, databases, systems, vendor and supplier information, financial information, accounting information, accounting records,
legal information, marketing information, advertising information, pricing information, credit information, design information, personnel information,
market studies, sales information, revenue, costs, customer information, manufacturing information, transportation and logistics information, and factory
lists of the Company or of any other person or entity that has entrusted information to the Company in confidence.
The Grantee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or
otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the
context and circumstances in which the information is known or used.
The Grantee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge
into developing its resources, creating and developing its vendor base, increasing its customer base, expanding the number of geographic markets in
which it operates, training its executives, developing best operational practices, and negotiating highly competitive prices in the discount retail sector so
as to provide the best value possible to its customers. the Grantee understands and acknowledges that as a result of these ongoing efforts, the Company
has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a competitive
advantage over others in the marketplace, and it is essential to the Company’s success moving forward.
Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Grantee,
provided that such disclosure is through no direct or indirect fault of the Grantee or anyone acting on the Grantee’s behalf.
i. Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to
directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published,
communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company
not having a need to know such information); (iii) not to access or use any Confidential Information, and not to copy any documents, records, files,
media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from
the premises or control of the Company, except as required in the performance of the Grantee’s authorized employment duties to the Company or
with the prior consent of the Grantee’s supervisor; and (iv) to immediately return and not retain, in any form, any such Confidential Information
upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable
law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided
that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Grantee shall promptly
provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so.
The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential
Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and
after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a
result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalf.
ii. Whistleblower Protection and Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act
of 2016. Notwithstanding any other provision of the Covenants or any other agreement or Company policy, the Grantee will not be held liable
under this Agreement or any other agreement or Company policy or any federal or state trade secret law for any disclosure of a trade secret or
other Confidential Information that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) is made in a complaint or other document
that is filed under seal in a lawsuit or other proceeding.
b. Covenant Not to Compete.
i . Acknowledgment. The Grantee understands that the senior nature of the Grantee’s position gives the Grantee access to and knowledge of
Confidential Information and places the Grantee in a position of trust and confidence with the Company and, further, that the improper use or
disclosure by the Grantee of Confidential Information is likely to result in unfair or unlawful competitive activity that would substantially harm
the Company. The Grantee understands and acknowledges that the Grantee’s experience and expertise relating to the business of a retailer are
unique and specialized, and that the Company’s ability to reserve these talents for the exclusive knowledge and use of the Company during the
Grantee’s employment and for a reasonable period thereafter is of great competitive importance and commercial value to the Company.
ii. Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered
to the Grantee herein, during the Grantee’s employment and for a 24-month period beginning on the Separation Date, the Grantee agrees and
covenants that the Grantee will not engage in any Prohibited Activity (as defined below) for a Competitor (as defined below). This restrictive
covenant applies whether the Grantee’s employment is terminated by the Grantee or by the Company for any reason or no reason.
1. For purposes of this non-compete, "Prohibited Activity" is activity in which the Grantee, in any competitive capacity (whether for
compensation or not) provides services, advises, consults, or otherwise acts in a role in which Executive (i) would be engaged in the same
or similar type of work or services the Grantee performed for or on behalf of the Company at any time during the two-year period
immediately prior to the Separation Date and would be competitive with business, products, or services of the Company; or (ii) would
reasonably be expected to require the Grantee’s application of, disclosure of, reliance on, or use of the Company’s Confidential
Information or customer goodwill.
2. A “Competitor” is defined as (i) Dollar General; Walmart; Target; Five Below; or (ii) a Discount Retail Chain that operates one or more
retail stores located within the Restricted Area.
3. “Discount Retail Chain” is defined as a chain of stores (with at least 200 stores as of Executive’s Separation Date, including by way of
illustration and not limitation, 99 Cents Only) that predominantly sell good or products retailing for $5 or less.
4. “Restricted Area” is defined as the area that is within ten miles of any Dollar Tree or Family Dollar store existing as of the Separation
Date.
iii. Nothing herein shall prohibit the Grantee from purchasing or owning less than five percent (5%) of the publicly traded securities of any
corporation, provided that such ownership represents a passive investment and that the Grantee is not a controlling person of, or a member of a
group that controls, such corporation.
c . Non-Piracy of Company Executives. The Grantee agrees and covenants that, for a period of 24 months from the Separation Date, the Grantee shall
not directly or indirectly solicit, hire, recruit, or attempt to hire or recruit, any Company Executive, or induce the termination of employment of any
Company Executive. “Company Executive” means any person who at the time of, or within three months immediately prior to, the solicitation, hiring,
recruitment, or inducement, was employed by the Company at a Director-level or more senior position. The types of communication prohibited by this
provision explicitly include all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail,
express mail, telephone, fax, instant message, and social media, where the purpose of or reasonably anticipated impact or consequence of the
communication would be to solicit, hire or recruit such person. For the avoidance of doubt, this restriction applies regardless of whether the Grantee or
the Company Executive initiated the first communication.
d . Non-Disparagement. The Grantee agrees and covenants that, during the Grantee’s employment and for a period of 24 months after the Separation
Date, the Grantee will not make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks,
comments, or statements concerning the Company, or any of its executives, directors, and officers. This Section does not, in any way, restrict or impede
the Grantee from exercising protected rights to the extent that such rights cannot be waived by agreement or otherwise under applicable law, including
but not limited to the Grantee's right to discuss sexual assault and/or sexual harassment claims, make a complaint or charge with or respond to an inquiry
from any government agency, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an
authorized government agency.
e . Acknowledgment. The Grantee acknowledges and agrees that the services the Grantee will render to the Company are of a special and unique
character; that the Grantee will obtain knowledge and skill relevant to the Company’s industry, methods of doing business, and logistical, operational,
merchandising and marketing strategies by virtue of the Grantee’s employment; and that the restrictive covenants and other terms and conditions of the
Covenants are reasonable and reasonably necessary to protect the legitimate business interests of the Company.
The Grantee affirms that the Grantee will not be subject to undue hardship or an unreasonable restraint on the Grantee’s ability to earn a livelihood by
reason of the Grantee’s full compliance with the terms and conditions of the Covenants or the Company’s enforcement thereof; and that the Covenants
and this Award are not a contract of employment and shall not be construed as a commitment by either of the parties to continue an employment
relationship for any certain period of time.
The Grantee’s obligations under each of Sections (a)(i), (b)(ii), (c), and (d) above are separable and independently enforceable of each other and of any
legal obligations that may exist between the Company and the Grantee. The real or perceived existence of any claim or cause of action of the Grantee
against the Company, whether predicated on the Covenants or some other basis, will not alleviate the Grantee of the Grantee’s obligations under the
Covenants and will not constitute a defense to the enforcement by the Company of the restrictions and covenants contained herein.
f . Remedies. In the event of a breach or threatened breach by the Grantee of any of the Covenants, the Grantee hereby consents and agrees that the
Company shall be entitled to seek (notwithstanding the any agreement to arbitrate claims to which the Company, the Grantee, or a Member Company is
subject), in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach
from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other
security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief
including without limitation a claim for recovery or disgorgement of any amount paid or realized, or shares issued to the Grantee pursuant to the Award.
Exhibit 10.30
DOLLAR TREE, INC.
2021 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(STANDARD)
This RESTRICTED STOCK UNIT AGREEMENT (the “ Agreement”) is effective as of the “Date of Grant” specified in the accompanying
Notice of Grant (the “Notice of Grant”), by and between Dollar Tree, Inc., a Virginia corporation, (the “ Company”) and the “ Grantee” as defined in the
Notice of Grant.
W I T N E S S E T H:
The Dollar Tree, Inc. 2021 Omnibus Incentive Plan (the “ Plan”) provides for the grant of Restricted Stock Units in accordance with the terms
and conditions of the Plan, which are incorporated herein by reference. The Company has determined that it is in the best interest of the Company and
its shareholders to provide an Award of Restricted Stock Units (this “Award”) to the Grantee. Capitalized terms used in this Agreement and not
otherwise defined herein or in the Notice of Grant have the meanings set forth in the Plan.
1. RESTRICTED STOCK UNITS. The Company hereby grants the Grantee the number of Restricted Stock Units as set forth in the Notice
of Grant subject to the terms, conditions and restrictions as set forth in the Plan, this Agreement and the Notice of Grant. Each vested Restricted Stock
Unit shall represent the right of the Grantee to receive one share of the Company’s Stock. Except as otherwise provided herein, the Restricted Stock
Units will be settled by issuance of shares of Stock as soon as practicable after the date the Vesting Criteria set forth in the Notice of Grant are satisfied
or deemed satisfied hereunder, but in no event later than the last day of the calendar year in which such Vesting Criteria are satisfied or deemed satisfied
hereunder.
2. VESTING AND TRANSFER RESTRICTIONS OF RESTRICTED STOCK UNITS . The Restricted Stock Units shall become vested,
if at all, and the restrictions described in Sections 2.1 and 2.2 shall lapse, as the Vesting Criteria set forth in the Notice of Grant are satisfied.
2 . 1 . Termination of Employment. In the event of Termination of Employment (as defined in this Section 2.1) of the Grantee with all
Member Companies for any reason other than (a) death, (b) Disability (as defined in Section 3.2 of this Agreement) or (c) Retirement (as defined in
Section 3.2 of this Agreement) prior to the satisfaction of the Vesting Criteria, the unvested Restricted Stock Units shall be forfeited as of the date of
such Termination of Employment. For purposes of this Agreement, “Termination of Employment” shall mean a “separation from service” as defined in
Treasury Regulation § 1.409A-1(h) and “Member Company” shall mean a “service recipient” as defined in Treasury Regulation § 1.409A-1(h)(3).
2.2. Transfer Restrictions. The Restricted Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of
law or otherwise, other than by will or by the laws of descent or distribution, and the provisions of this Agreement, the Plan and the Notice of Grant shall
be binding upon the executors, administrators, heirs, and successors of the Grantee. Any levy of any execution, attachment or similar process upon the
Restricted Stock Units, shall be null, void and without effect. Notwithstanding the foregoing, Grantee may designate one or more beneficiaries for
receipt of the shares of Stock subject to this Award by delivering a beneficiary designation form to the Company. A beneficiary designation will not
become effective unless it is made on the form approved by the Company and is received by the Company prior to the Grantee’s death.
2 . 3 . Change in Control. In the event of a Change in Control, Section 14 of the Plan shall apply to the Restricted Stock Units and the
Committee may take such actions as it deems appropriate pursuant to the Plan, including accelerating vesting of this Award by waiving all or part of the
Vesting Criteria set forth in the Notice of Grant. Notwithstanding any provision to the contrary in this Agreement, in the event accelerated vesting of the
Restricted Stock Units is required based on the terms of a retention agreement entered into by and between the Grantee and the Company, the Restricted
Stock Units shall vest as required in such agreement and shall be settled or paid within 30 days of the Grantee’s Termination of Employment.
2.4. Dividends. No cash dividends shall be paid on the Restricted Stock Units.
2.5. Adjustments for Recapitalizations. In the event of a Transaction (as defined in Section 4.4 of the Plan), the Restricted Stock Units
shall be adjusted as set forth in Section 4.4 of the Plan and any additional securities or other consideration received pursuant to such adjustment shall be
subject to the restrictions and risk of forfeiture to the same extent as the Restricted Stock Units with respect to which such securities or other
consideration has been distributed.
3. DEATH, DISABILITY, OR RETIREMENT OF GRANTEE.
3. 1 Amount of Payment or Settlement; Potential Recoupment. In the event of the Grantee’s death prior to satisfaction of the Vesting
Criteria in the Notice of Grant, the Company shall waive the requirement that the Grantee be employed by the Company on the date of payment or
settlement of this Award, this Award shall vest in full, and such Award shall be paid or settled as soon as practicable, but not later than the last day of the
calendar year that includes the date of the Grantee’s death. In the event of the Grantee’s Termination of Employment due to Disability prior to
satisfaction of the Vesting Criteria in the Notice of Grant, the Company shall waive the requirement that the Grantee be employed by the Company on
the date of payment or settlement of this Award, this Award will continue to be settled in accordance with the vesting dates set forth in the Notice of
Grant (“Vesting Dates”) as though the Grantee had not had a Termination of Employment, and such Award shall be paid or settled as soon as practicable
after the respective Vesting Dates, but not later than the last day of the calendar year that includes the respective Vesting Dates. In the event of the
Grantee’s Retirement prior to satisfaction of the Vesting Criteria in the Notice of Grant, the Company shall waive the requirement that the Grantee be
employed by the Company on the date of payment or settlement of this Award, this Award will continue to be settled in accordance with the Vesting
Dates as though the Grantee had not had a Termination of Employment, and such Award shall be paid or settled as soon as practicable after the
respective Vesting Dates, but not later than the last day of the calendar year that includes the respective Vesting Dates; provided, however, that in the
event of a failure to comply (as determined under the last paragraph of Section 3.2.2) with the Covenants (as defined in Section 3.2.2), any further
settlement of the Restricted Stock Units will cease, all Restricted Stock Units that has not been settled will immediately be forfeited, and the Company
shall have the right, in its discretion, to recoup all vested or settled Restricted Stock Units, any resulting proceeds, and any other economic benefit to the
Grantee under this Agreement.
3.2 Definitions. For purposes of this Agreement,
3.2.1. “Disability” shall mean the Grantee has been determined to be disabled under the long-term disability insurance policy of the
Company or the Company determines that a qualified medical professional has opined that the Grantee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.
3.2.2. “Retirement” shall mean the Grantee’s Termination of Employment under the following circumstances and subject to the
following conditions:
(a) The Termination of Employment is on or after the date the Grantee attains the age of fifty-nine and a half (59 ½).
(b) The Termination of Employment is on or after the date the Grantee completes two (2) years of Service.
(c) The Termination of Employment is on or after the date specified in an “Adequate Notice,” unless an earlier separation date is
requested by the “Appropriate Party.” Adequate Notice, for this purpose, means communication to the Appropriate Party on a form
prescribed by the Company that the Grantee is giving consideration to retiring as of a date that is at least 12 months after such
communication, for an Employee serving as Chief Executive Officer (“CEO”) or, for Employees not serving as CEO, at least six months
after such communication. Appropriate Party, for this purpose, means (a) the Board, for the CEO; and (b) the CEO for other Employees.
The Grantee acknowledges that any Termination of Employment after the Grantee has provided Adequate Notice will be considered a
voluntary termination for purposes of, and thus shall preclude eligibility for, severance under any “Executive Agreement” or similar
agreement between the Grantee and the Company in effect on the date of Retirement.
(d) The Grantee supports a transition to the Grantee’s successor in the manner requested by the Board or the Grantee’s
supervisor, as applicable.
(e) The Grantee abides by the Covenants (as defined in Exhibit A hereto).
(f) The Grantee’s execution, and non-revocation, of a separation agreement containing a release of claims in favor of the
Company, its affiliates, and their respective officers and directors, and other relevant provisions in a form provided by and acceptable to
the Company, which release has become irrevocable not later than 30 days after the date of the Grantee’s Termination of Employment.
(g) Retirement of the Grantee shall not include a Termination of Employment by the Company or a Member Company for Cause
or a resignation at a time when Cause exists, even if the foregoing requirements for Retirement are otherwise met.
Whether the circumstances and conditions above are present or have been satisfied for the Grantee will be determined by (a) the Board, for
the CEO; and (b) the CEO, for other Employees. Whether special circumstances warrant a variation from the above definition will be determined
by (a) the Board, for the CEO; and (b) the Committee, for other Employees.
4. SHAREHOLDER RIGHTS. This Award does not entitle the Grantee to any rights as a shareholder of the Company unless and until the
shares of Stock underlying this Award have been issued to the Grantee by registry in book-entry form with the Company.
5. ISSUANCE OF SHARES. The Company will issue the shares of Stock subject to the Restricted Stock Units as non-certificated shares in
book-entry form registered in Grantee’s name. The purchase price of the shares of Stock is the Grantee’s Service to the Company during the vesting
periods. The obligation of the Company to deliver shares of Stock upon the vesting of the Restricted Stock Units shall be subject to all applicable laws,
rules, and regulations and such approvals by governmental agencies as may be deemed appropriate to comply with relevant state and federal securities
laws and regulations and the rules of any applicable stock exchange.
6 . CODE SECTION 409A. To the extent this Agreement provides for a deferral of compensation subject to Code Section 409A and the
regulations promulgated thereunder, this Agreement is intended to and shall be interpreted and administered as necessary to comply with Code Section
409A. All payments made under this Agreement will be treated as separate payments and will not be aggregated with any other payment for purposes of
Code Section 409A and the exemptions therefrom. In the event the Committee exercises discretion to accelerate satisfaction of the Vesting Criteria in the
event of a Change in Control, then to the extent required for compliance with Code Section 409A, settlement shall nonetheless be made on the earlier of
(i) the respective Vesting Dates for the applicable number of Restricted Stock Units or (ii) the Grantee’s Termination of Employment. Notwithstanding
any other provision of this Agreement to the contrary, and solely to the extent required by Code Section 409A, in the event that Grantee is a “specified
employee” under Code Section 409A(a)(2)(i) and the regulations promulgated thereunder on the date of Grantee’s Termination of Employment, then
amounts payable under this Award due to Grantee’s Termination of Employment (other than for death) shall be accumulated and paid without interest to
the Grantee on the first business day of the seventh month following the date of the Grantee’s Termination of Employment.
7. TAXES; WITHHOLDING OBLIGATION.
7.1. Generally. Grantee shall be ultimately liable and responsible for all taxes owed in connection with this Award, regardless of any action
a Member Company takes with respect to any tax withholding obligations that arise in connection with this Award. The Member Companies make no
representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of this Award or the subsequent sale
of shares of Stock issuable pursuant to this Award. Neither the Company nor any Member Company is committed or under any obligation to structure
this Award to reduce or eliminate Grantee’s tax liability.
7.2. Payment of Withholding Taxes. The Company shall deduct from the shares of Stock issuable to the Grantee upon the settlement of
this Award a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to the tax withholding obligations
thereon of the Member Companies. Upon the settlement of this Award, all tax withholding shall be satisfied by deduction of shares of Stock otherwise
issuable to the Grantee upon the settlement of this Award. The Fair Market Value of any shares of Stock withheld or cancelled under this Section 7.2
shall not exceed the amount determined by the minimum statutory withholding rates for each applicable tax jurisdiction.
8 . NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any manner whatsoever the right or power of a Member
Company to terminate Grantee’s employment for any reason, with or without Cause.
9. MISCELLANEOUS.
9.1. Governing Law; Jurisdiction and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Virginia, without giving effect to
choice of law provisions thereof. The Circuit Court of the City of Norfolk, Virginia, and the United States District Court, Eastern District of Virginia,
Norfolk Division shall be the exclusive courts of jurisdiction and venue for any litigation, special proceedings or other proceedings between the parties
that may be brought, or arise out of, in connection with, or by reason of this Agreement, except to the extent of proceedings required to be brought in
accordance with any arbitration agreement between the parties, and the parties to this Agreement hereby consent to the jurisdiction of such courts.
9.2. Entire Agreement; Enforcement of Rights.
9.2.1. The Plan and the Notice of Grant are hereby incorporated by reference in this Agreement. This Agreement (including the Plan
and the Notice of Grant) sets forth the entire agreement and understanding of the parties relating to the subject matter herein. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in a writing signed by the Company and the
Grantee to this Agreement. In the event of a conflict between this Agreement and the Plan, the terms of the Plan control. A copy of the Plan may be
obtained from the Chief Human Resources Officer of the Company (or such other party as the Company may designate). This Agreement is subject to
all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.
9.2.2. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such
party. Any action or proceeding to enforce this Agreement shall be brought in accordance with the requirements of any arbitration agreement between the
parties, except that the Company may seek temporary or permanent injunctive relief or other forms of immediate relief related to a breach of any of the
covenants in this Agreement in the state or federal courts located in Norfolk, Virginia.
9 . 3 . Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.
9 . 4 . Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by fax, or twenty-four (24) hours after being delivered to a reliable overnight courier service for overnight delivery (with delivery
costs prepaid), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the
party to be notified at such party’s address as set forth below or as subsequently modified by written notice.
9.5. Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Company’s
successors and assigns. The rights and obligations of Grantee under this Agreement may only be assigned with the prior written consent of the
Company.
9.6. Claw-back. The Grantee acknowledges and agrees that this Award of Restricted Stock Units is subject to the provisions of Section
19.1 of the Plan, “Forfeiture Events; Recoupment,” and to the provisions of any claw-back or similar policy adopted, implemented, or amended by the
Company, whether before or after the Date of Grant.
EXHIBIT A
Restrictive Covenants
The covenants set forth in this Exhibit A (the “Covenants”) are several. Compliance with the Covenants is a condition of Retirement under this
Agreement.
a . Confidential Information. The Grantee understands and acknowledges that during the course of the Grantee’s employment by the Company, the
Grantee will have access to and learn about Confidential Information belonging to the Company.
For purposes of the Covenants, "Confidential Information" is all information not generally known to the public and developed or maintained by the
Company or its agents in spoken, printed, electronic or any other form or medium, relating directly or indirectly to the Company’s: business processes,
practices, methods, policies, plans, operations, strategies, agreements, contracts, transactions, potential transactions, know-how, trade secrets, intellectual
property, works-in-process, databases, systems, vendor and supplier information, financial information, accounting information, accounting records,
legal information, marketing information, advertising information, pricing information, credit information, design information, personnel information,
market studies, sales information, revenue, costs, customer information, manufacturing information, transportation and logistics information, and factory
lists of the Company or of any other person or entity that has entrusted information to the Company in confidence.
The Grantee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or
otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the
context and circumstances in which the information is known or used.
The Grantee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge
into developing its resources, creating and developing its vendor base, increasing its customer base, expanding the number of geographic markets in
which it operates, training its executives, developing best operational practices, and negotiating highly competitive prices in the discount retail sector so
as to provide the best value possible to its customers. the Grantee understands and acknowledges that as a result of these ongoing efforts, the Company
has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a competitive
advantage over others in the marketplace, and it is essential to the Company’s success moving forward.
Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Grantee,
provided that such disclosure is through no direct or indirect fault of the Grantee or anyone acting on the Grantee’s behalf.
i. Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to
directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published,
communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company
not having a need to know such information); (iii) not to access or use any Confidential Information, and not to copy any documents, records, files,
media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from
the premises or control of the Company, except as required in the performance of the Grantee’s authorized employment duties to the Company or
with the prior consent of the Grantee’s supervisor; and (iv) to immediately return and not retain, in any form, any such Confidential Information
upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable
law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided
that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Grantee shall promptly
provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so.
The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential
Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and
after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a
result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalf.
ii. Whistleblower Protection and Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act
of 2016. Notwithstanding any other provision of the Covenants or any other agreement or Company policy, the Grantee will not be held liable
under this Agreement or any other agreement or Company policy or any federal or state trade secret law for any disclosure of a trade secret or
other Confidential Information that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) is made in a complaint or other document
that is filed under seal in a lawsuit or other proceeding.
b. Covenant Not to Compete.
i . Acknowledgment. The Grantee understands that the senior nature of the Grantee’s position gives the Grantee access to and knowledge of
Confidential Information and places the Grantee in a position of trust and confidence with the Company and, further, that the improper use or
disclosure by the Grantee of Confidential Information is likely to result in unfair or unlawful competitive activity that would substantially harm
the Company. The Grantee understands and acknowledges that the Grantee’s experience and expertise relating to the business of a retailer are
unique and specialized, and that the Company’s ability to reserve these talents for the exclusive knowledge and use of the Company during the
Grantee’s employment and for a reasonable period thereafter is of great competitive importance and commercial value to the Company.
ii. Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered
to the Grantee herein, during the Grantee’s employment and for a 24-month period beginning on the Separation Date, the Grantee agrees and
covenants that the Grantee will not engage in any Prohibited Activity (as defined below) for a Competitor (as defined below). This restrictive
covenant applies whether the Grantee’s employment is terminated by the Grantee or by the Company for any reason or no reason.
1. For purposes of this non-compete, "Prohibited Activity" is activity in which the Grantee, in any competitive capacity (whether for
compensation or not) provides services, advises, consults, or otherwise acts in a role in which Executive (i) would be engaged in the same
or similar type of work or services the Grantee performed for or on behalf of the Company at any time during the two-year period
immediately prior to the Separation Date and would be competitive with business, products, or services of the Company; or (ii) would
reasonably be expected to require the Grantee’s application of, disclosure of, reliance on, or use of the Company’s Confidential
Information or customer goodwill.
2. A “Competitor” is defined as (i) Dollar General; Walmart; Target; Five Below; or (ii) a Discount Retail Chain that operates one or more
retail stores located within the Restricted Area.
3. “Discount Retail Chain” is defined as a chain of stores (with at least 200 stores as of Executive’s Separation Date, including by way of
illustration and not limitation, 99 Cents Only) that predominantly sell good or products retailing for $5 or less.
4. “Restricted Area” is defined as the area that is within ten miles of any Dollar Tree or Family Dollar store existing as of the Separation
Date.
iii. Nothing herein shall prohibit the Grantee from purchasing or owning less than five percent (5%) of the publicly traded securities of any
corporation, provided that such ownership represents a passive investment and that the Grantee is not a controlling person of, or a member of a
group that controls, such corporation.
c . Non-Piracy of Company Executives. The Grantee agrees and covenants that, for a period of 24 months from the Separation Date, the Grantee shall
not directly or indirectly solicit, hire, recruit, or attempt to hire or recruit, any Company Executive, or induce the termination of employment of any
Company Executive. “Company Executive” means any person who at the time of, or within three months immediately prior to, the solicitation, hiring,
recruitment, or inducement, was employed by the Company at a Director-level or more senior position. The types of communication prohibited by this
provision explicitly include all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail,
express mail, telephone, fax, instant message, and social media, where the purpose of or reasonably anticipated impact or consequence of the
communication would be to solicit, hire or recruit such person. For the avoidance of doubt, this restriction applies regardless of whether the Grantee or
the Company Executive initiated the first communication.
d . Non-Disparagement. The Grantee agrees and covenants that, during the Grantee’s employment and for a period of 24 months after the Separation
Date, the Grantee will not make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks,
comments, or statements concerning the Company, or any of its executives, directors, and officers. This Section does not, in any way, restrict or impede
the Grantee from exercising protected rights to the extent that such rights cannot be waived by agreement or otherwise under applicable law, including
but not limited to the Grantee's right to discuss sexual assault and/or sexual harassment claims, make a complaint or charge with or respond to an inquiry
from any government agency, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an
authorized government agency.
e . Acknowledgment. The Grantee acknowledges and agrees that the services the Grantee will render to the Company are of a special and unique
character; that the Grantee will obtain knowledge and skill relevant to the Company’s industry, methods of doing business, and logistical, operational,
merchandising and marketing strategies by virtue of the Grantee’s employment; and that the restrictive covenants and other terms and conditions of the
Covenants are reasonable and reasonably necessary to protect the legitimate business interests of the Company.
The Grantee affirms that the Grantee will not be subject to undue hardship or an unreasonable restraint on the Grantee’s ability to earn a livelihood by
reason of the Grantee’s full compliance with the terms and conditions of the Covenants or the Company’s enforcement thereof; and that the Covenants
and this Award are not a contract of employment and shall not be construed as a commitment by either of the parties to continue an employment
relationship for any certain period of time.
The Grantee’s obligations under each of Sections (a)(i), (b)(ii), (c), and (d) above are separable and independently enforceable of each other and of any
legal obligations that may exist between the Company and the Grantee. The real or perceived existence of any claim or cause of action of the Grantee
against the Company, whether predicated on the Covenants or some other basis, will not alleviate the Grantee of the Grantee’s obligations under the
Covenants and will not constitute a defense to the enforcement by the Company of the restrictions and covenants contained herein.
f . Remedies. In the event of a breach or threatened breach by the Grantee of any of the Covenants, the Grantee hereby consents and agrees that the
Company shall be entitled to seek (notwithstanding the any agreement to arbitrate claims to which the Company, the Grantee, or a Member Company is
subject), in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach
from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other
security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief
including without limitation a claim for recovery or disgorgement of any amount paid or realized, or shares issued to the Grantee pursuant to the Award.
Exhibit 10.31
DOLLAR TREE, INC.
2021 OMNIBUS INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
THIS NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”) is effective as of the “Date of Grant” specified in the
accompanying Notice of Grant (the “Notice of Grant”), by and between Dollar Tree, Inc., a Virginia corporation, (the “Company”) and the “Grantee”
as defined in the Notice of Grant.
W I T N E S S E T H:
The Dollar Tree, Inc. 2021 Omnibus Incentive Plan (the “Plan”) provides for the grant of Options in accordance with the terms and conditions
of the Plan, which are incorporated herein by reference. The Company has determined that it is in the best interest of the Company and its shareholders
to issue an Award of Options to the Grantee (this “Award”). Capitalized terms used in this Agreement and not otherwise defined herein or in the Notice
of Grant have the meanings set forth in the Plan.
1 . AWARD AND EXERCISE PRICE . The Company hereby grants the Grantee an Option to purchase the number of shares of Stock set
forth in the Notice of Grant (such shares of Stock, the “Covered Shares”) at the exercise price per Covered Share set forth in the Notice of Grant (the
“Exercise Price”), subject to the terms, conditions and restrictions as set forth in the Plan, this Agreement and the Notice of Grant. The Option is not an
Incentive Stock Option.
2 . EXERCISABILITY. The Option shall vest and become exercisable in accordance with the vesting and exercise schedule set forth in the
Notice of Grant, subject to Section 3 and the other terms and conditions of this Agreement and the Plan. In the event of the Grantee’s Termination of
Employment (as defined in Section 7) due to death, the Option shall become fully vested and exercisable on the date of death. In the event of the
Grantee’s Termination of Employment due to Disability (as defined in Section 9) or Retirement (as defined in Section 8), the Option shall continue to
vest and become exercisable in accordance with the vesting and exercise schedule set forth in the Notice of Grant, as though the Grantee had not had a
Termination of Employment. In the event of the Grantee’s Termination of Employment other than due to death, Disability or Retirement, the Option
shall be exercisable for the number of Covered Shares for which it was exercisable on such date of termination, and no further vesting or additional
exercisability shall occur. Notwithstanding the foregoing, in the event of a Change in Control, Section 14 of the Plan shall apply to the Option, and the
Committee may take such actions as it deems appropriate pursuant to the Plan, including accelerating vesting and/or exercisability of this Award by
waiving all or part of the conditions for vesting and/or exercisability set forth in the Notice of Grant.
3 . EXPIRATION, POTENTIAL RECOUPMENT . The Option shall not be exercisable after the Company’s close of business on the last
business day that occurs prior to the Expiration Date. The “Expiration Date” shall be the earliest to occur of:
(a) the ten-year anniversary of the Date of Grant;
(b) if the Grantee’s Termination of Employment occurs due to (i) death, (ii) Disability or (iii) Retirement, the ten-year anniversary of the
Grant Date;
(c) if the Grantee experiences a Termination of Employment by a Member Company without Cause, the one-year anniversary of the
Date of Termination;
(d) if the Grantee’s Termination of Employment occurs to due Grantee’s resignation (for clarity, other than upon death or due to
Disability or Retirement), and other than at a time when Cause exists, the three-month anniversary of the Date of Termination;
(e) if the Grantee experiences a Termination of Employment by a Member Company for Cause or resigns at a time when Cause exists,
the Date of Termination; or
(f) if the Grantee’s Termination of Employment occurs following the Grantee’s provision of Adequate Notice (as defined in Section 8),
the date of a failure to comply (as determined under the last paragraph of Section 8) with the Covenants (as defined in Section 8).
The Grantee further acknowledges and agrees that if the Grantee’s Termination of Employment occurs following the Grantee's provision of
Adequate Notice, upon the Grantee’s failure to comply (as determined under the last paragraph of Section 8) with the Covenants, any Stock acquired
under this Agreement, any resulting proceeds, and any other economic benefit to the Grantee under this Agreement shall be subject to immediate
recoupment by the Company and to the remedies set forth in Exhibit A hereto.
4. METHOD OF OPTION EXERCISE.
4.1 Notice of Exercise. Subject to the terms of this Agreement and the Plan, the Option may be exercised in whole or in part by filing a
written notice with the Company in a form and by a method acceptable to the Committee at its corporate headquarters prior to the Company’s close of
business on the last business day that occurs prior to the Expiration Date. Such notice shall specify the number of Covered Shares which the Grantee
elects to purchase and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Grantee’s election if applicable.
4.2 Payment of Exercise Price. Payment shall be made by cash or by check payable to the Company. Except as otherwise provided by the
Committee before the Option is exercised: (i) all or a portion of the Exercise Price may be paid by the Grantee by delivery or attestation of shares of
Stock that have been owned by the Grantee and are otherwise acceptable to the Committee having an aggregate Fair Market Value (valued as of the date
of exercise) that is equal to the amount of cash that would otherwise be required; (ii) the Grantee may pay the Exercise Price by authorizing a securities
brokerage firm with which the Company has established and maintains a cashless exercise program to sell shares of Stock (or a sufficient portion of the
shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price; or (iii)
the Grantee may pay the Exercise Price by such other method as is permitted under the Plan and approved, prior to exercise, by the Committee.
4 . 3 Compliance with Law. The Option shall not be exercisable if and to the extent the Company determines that such exercise would
violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company
makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination
hereunder, the Company may rely on the opinion of counsel for the Company.
5 . WITHHOLDING. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes, to the extent
such withholding is required by law. The Company shall deduct from the shares of Stock issuable to a Participant upon the exercise a number of whole
shares of Stock having a Fair Market Value, as determined by the Company, equal to the tax withholding obligations of the Member Companies. Upon
the exercise, all tax withholding shall be satisfied by deduction of shares of Stock otherwise issuable to Grantee. The Fair Market Value of any shares of
Stock withheld shall not exceed the amount determined by the minimum statutory withholding rates for each applicable tax jurisdiction.
6. TRANSFERABILITY. During the lifetime of the Grantee, an Option shall be exercisable only by the Grantee or the Grantee’s guardian or
legal representative. Transfers at death are governed by Section 10 below.
7. DATE OF TERMINATION. For purposes of this Agreement, the Grantee’s “Date of Termination” shall be the first day occurring on or
after the Grant Date on which the Grantee experiences a Termination of Employment (as defined in this Section 7) with the Member Companies,
regardless of the reason for the termination of such status. For purposes of this Agreement, “Termination of Employment” shall mean a “separation
from service” as defined in Treasury Regulation § 1.409A-1(h) and “Member Company” shall mean a “service recipient” as defined in
Treasury Regulation § 1.409A-1(h)(3).
8 . RETIREMENT. For purposes of this Agreement, the Grantee’s “Retirement” means the Grantee’s Termination of Employment under the
following circumstances and subject to the following conditions:
(a) The Termination of Employment is on or after the date the Grantee attains the age of fifty-nine and a half (59 ½).
(b) The Termination of Employment is on or after the date the Grantee completes two (2) years of Service.
(c) The Termination of Employment is on or after the date specified in an “Adequate Notice,” unless an earlier separation date is
requested by the “Appropriate Party.” Adequate Notice, for this purpose, means communication to the Appropriate Party on a form prescribed by
the Company that the Grantee is giving consideration to retiring as of a date at least twelve (12) months after such communication for an Employee
serving as Chief Executive Officer (“CEO”), or, for Employees not serving as CEO, at least six (6) months after such communication. Appropriate
Party, for this purpose, means (a) the Board, for the CEO; and (b) the CEO for other Employees. The Grantee acknowledges that any Termination
of Employment after the Grantee has provided Adequate Notice will be considered a voluntary termination for purposes of, and thus shall preclude
eligibility for, severance under any “Executive Agreement” or similar agreement between the Grantee and the Company in effect on the date of
Retirement.
(d) The Grantee supports a transition to the Grantee’s successor in the manner requested by the Board or the Grantee’s supervisor, as
applicable.
(e) The Grantee complies with the Covenants (as defined in Exhibit A hereto).
(f) The Grantee’s execution, and non-revocation, of a separation agreement containing a release of claims in favor of the Company, its
affiliates, and their respective officers and directors, and other relevant provisions in a form provided by and acceptable to the Company, which
separation agreement has become irrevocable not later than thirty (30) days after the date of the Grantee’s Termination of Employment.
(g) Retirement of the Grantee shall not include a Termination of Employment by the Company for Cause or a resignation at a time when
Cause exists, even if the foregoing requirements for Retirement are otherwise met.
Whether the circumstances and conditions above are present or have been satisfied for the Grantee will be determined by (a) the Board, for the
CEO; and (b) the CEO, for other Employees. Whether special circumstances warrant a variation from the above definition will be determined by (a) the
Board, for the CEO; and (b) the Committee, for other Employees.
9 . DISABILITY. For purposes of this Agreement “Disability” shall mean the Grantee has been determined to be disabled under the long-
term disability insurance policy of the Company or the Company determines that a qualified medical professional has opined that the Grantee is unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months.
10. BINDING EFFECT; HEIRS AND SUCCESSORS.
10.1 General. The terms and conditions of this Agreement shall be effective upon delivery to the Grantee, with or without execution by the
Grantee.
1 0 . 2 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and
assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s
assets and business.
1 0 . 3 Designated Beneficiary. If any rights exercisable by the Grantee or shares of Stock that may be issued to the Grantee under this
Agreement have not been exercised or issued, respectively, at the time of the Grantee’s death, such rights shall be exercisable by the Designated
Beneficiary, and such shares of Stock shall be deliverable to the Designated Beneficiary, in accordance with the provisions of this Agreement and the
Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Grantee in accordance with Section 19.5 of the Plan. If a
deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Grantee, any rights that would have been
exercisable by the Grantee and any benefits distributable to the Grantee shall be exercised by or distributed to the legal representative of the estate of the
Grantee. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Grantee but dies before the Designated
Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this
Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of
the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the
Designated Beneficiary.
11. ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS.
11.1 Entire Agreement. The Plan and the Notice of Grant are hereby incorporated by reference in this Agreement. This Agreement
(including the Plan and the Notice of Grant) sets forth the entire agreement and understanding of the parties relating to the subject matter herein. No
modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in a writing signed by the
Company and the Grantee to this Agreement. In the event of a conflict between this Agreement and the Plan, the terms of the Plan control. A copy of the
Plan may be obtained from the Chief Human Resources Officer of the Company (or such other party as the Company may designate). This Agreement is
subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.
11.2 Enforcement of Rights. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any
rights of such party. Any action or proceeding to enforce this Agreement shall be brought in accordance with the requirements of any arbitration
agreement between the parties, except that the Company may seek temporary or permanent injunctive relief or other forms of immediate relief related to
a breach of any of the covenants in this Agreement in the state or federal courts located in Norfolk, Virginia.
12 NO IMPLIED RIGHTS.
1 2 . 1 Service. The Option will not confer on the Grantee any right with respect to continuance of Service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such
Participant’s Service at any time.
12.2. Shareholder Rights. The Grantee shall not have any rights of a shareholder with respect to the Covered Shares until a stock certificate
has been duly issued following exercise of the Option as provided herein.
13. NOTICES. Except to the extent otherwise provided in Section 4.1, any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by fax, or twenty-four (24) hours after being delivered to a reliable overnight courier
service for overnight delivery (with delivery costs prepaid), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail,
with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.
14 . FRACTIONAL SHARES. In lieu of issuing a fraction of a share upon any exercise of the Option, resulting from an adjustment of the
Option pursuant to Section 4.4 of the Plan or otherwise, the Company will be entitled to pay to the Grantee the Fair Market Value of such fractional
share.
1 5 . AMENDMENT. This Agreement may be amended by written agreement of the Grantee and the Company, without the consent of any
other person.
16. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Virginia, without
giving effect to choice of law provisions thereof. The Circuit Court of the City of Norfolk, Virginia, and the United States District Court, Eastern District
of Virginia, Norfolk Division shall be the exclusive courts of jurisdiction and venue for any litigation, special proceedings or other proceedings between
the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement, except to the extent of proceedings required to be
brought in accordance with any arbitration agreement between the parties, and the parties to this Agreement hereby consent to the jurisdiction of such
courts.
17. CLAW-BACK. The Grantee acknowledges and agrees that the Option is subject to the provisions of Section 19.1 of the Plan, “Forfeiture
Events; Recoupment,” and to the provisions of any claw-back or similar policy adopted, implemented, or amended by the Company, whether before or
after the Date of Grant.
EXHIBIT A
Restrictive Covenants
The covenants set forth in this Exhibit A (the “Covenants”) are several. Compliance with the Covenants is a condition of Retirement under this
Agreement.
a . Confidential Information. The Grantee understands and acknowledges that during the course of the Grantee’s employment by the Company, the
Grantee will have access to and learn about Confidential Information belonging to the Company.
For purposes of the Covenants, "Confidential Information" is all information not generally known to the public and developed or maintained by the
Company or its agents in spoken, printed, electronic or any other form or medium, relating directly or indirectly to the Company’s: business processes,
practices, methods, policies, plans, operations, strategies, agreements, contracts, transactions, potential transactions, know-how, trade secrets, intellectual
property, works-in-process, databases, systems, vendor and supplier information, financial information, accounting information, accounting records,
legal information, marketing information, advertising information, pricing information, credit information, design information, personnel information,
market studies, sales information, revenue, costs, customer information, manufacturing information, transportation and logistics information, and factory
lists of the Company or of any other person or entity that has entrusted information to the Company in confidence.
The Grantee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or
otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the
context and circumstances in which the information is known or used.
The Grantee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge
into developing its resources, creating and developing its vendor base, increasing its customer base, expanding the number of geographic markets in
which it operates, training its executives, developing best operational practices, and negotiating highly competitive prices in the discount retail sector so
as to provide the best value possible to its customers. the Grantee understands and acknowledges that as a result of these ongoing efforts, the Company
has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a competitive
advantage over others in the marketplace, and it is essential to the Company’s success moving forward.
Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Grantee,
provided that such disclosure is through no direct or indirect fault of the Grantee or anyone acting on the Grantee’s behalf.
i. Disclosure and Use Restrictions. The Grantee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to
directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published,
communicated, or made available, in whole or part, to any entity or person whatsoever (including other executives and employees of the Company
not having a need to know such information); (iii) not to access or use any Confidential Information, and not to copy any documents, records, files,
media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from
the premises or control of the Company, except as required in the performance of the Grantee’s authorized employment duties to the Company or
with the prior consent of the Grantee’s supervisor; and (iv) to immediately return and not retain, in any form, any such Confidential Information
upon the Separation Date. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable
law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided
that the disclosure does not exceed the extent of disclosure required by such law, regulation, or subpoena/order. The Grantee shall promptly
provide written notice of any such order to the Company’s Chief Legal Officer, if permitted by law to do so.
The Grantee understands and acknowledges that the Grantee’s obligations under the Covenants with regard to any particular Confidential
Information shall commence immediately upon the Grantee’s first having access to such Confidential Information and shall continue during and
after the Grantee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a
result of the Grantee’s breach of the Covenants or breach by those acting in concert with the Grantee or on the Grantee’s behalf.
ii. Whistleblower Protection and Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act
of 2016. Notwithstanding any other provision of the Covenants or any other agreement or Company policy, the Grantee will not be held liable
under this Agreement or any other agreement or Company policy or any federal or state trade secret law for any disclosure of a trade secret or
other Confidential Information that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) is made in a complaint or other document
that is filed under seal in a lawsuit or other proceeding.
b. Covenant Not to Compete.
i . Acknowledgment. The Grantee understands that the senior nature of the Grantee’s position gives the Grantee access to and knowledge of
Confidential Information and places the Grantee in a position of trust and confidence with the Company and, further, that the improper use or
disclosure by the Grantee of Confidential Information is likely to result in unfair or unlawful competitive activity that would substantially harm
the Company. The Grantee understands and acknowledges that the Grantee’s experience and expertise relating to the business of a retailer are
unique and specialized, and that the Company’s ability to reserve these talents for the exclusive knowledge and use of the Company during the
Grantee’s employment and for a reasonable period thereafter is of great competitive importance and commercial value to the Company.
ii. Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered
to the Grantee herein, during the Grantee’s employment and for a 24-month period beginning on the Separation Date, the Grantee agrees and
covenants that the Grantee will not engage in any Prohibited Activity (as defined below) for a Competitor (as defined below). This restrictive
covenant applies whether the Grantee’s employment is terminated by the Grantee or by the Company for any reason or no reason.
1. For purposes of this non-compete, "Prohibited Activity" is activity in which the Grantee, in any competitive capacity (whether for
compensation or not) provides services, advises, consults, or otherwise acts in a role in which Executive (i) would be engaged in the same
or similar type of work or services the Grantee performed for or on behalf of the Company at any time during the two-year period
immediately prior to the Separation Date and would be competitive with business, products, or services of the Company; or (ii) would
reasonably be expected to require the Grantee’s application of, disclosure of, reliance on, or use of the Company’s Confidential
Information or customer goodwill.
2. A “Competitor” is defined as (i) Dollar General; Walmart; Target; Five Below; or (ii) a Discount Retail Chain that operates one or more
retail stores located within the Restricted Area.
3. “Discount Retail Chain” is defined as a chain of stores (with at least 200 stores as of Executive’s Separation Date, including by way of
illustration and not limitation, 99 Cents Only) that predominantly sell good or products retailing for $5 or less.
4. “Restricted Area” is defined as the area that is within ten miles of any Dollar Tree or Family Dollar store existing as of the Separation
Date.
iii. Nothing herein shall prohibit the Grantee from purchasing or owning less than five percent (5%) of the publicly traded securities of any
corporation, provided that such ownership represents a passive investment and that the Grantee is not a controlling person of, or a member of a
group that controls, such corporation.
c . Non-Piracy of Company Executives. The Grantee agrees and covenants that, for a period of 24 months from the Separation Date, the Grantee shall
not directly or indirectly solicit, hire, recruit, or attempt to hire or recruit, any Company Executive, or induce the termination of employment of any
Company Executive. “Company Executive” means any person who at the time of, or within three months immediately prior to, the solicitation, hiring,
recruitment, or inducement, was employed by the Company at a Director-level or more senior position. The types of communication prohibited by this
provision explicitly include all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail,
express mail, telephone, fax, instant message, and social media, where the purpose of or reasonably anticipated impact or consequence of the
communication would be to solicit, hire or recruit such person. For the avoidance of doubt, this restriction applies regardless of whether the Grantee or
the Company Executive initiated the first communication.
d . Non-Disparagement. The Grantee agrees and covenants that, during the Grantee’s employment and for a period of 24 months after the Separation
Date, the Grantee will not make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks,
comments, or statements concerning the Company, or any of its executives, directors, and officers. This Section does not, in any way, restrict or impede
the Grantee from exercising protected rights to the extent that such rights cannot be waived by agreement or otherwise under applicable law, including
but not limited to the Grantee's right to discuss sexual assault and/or sexual harassment claims, make a complaint or charge with or respond to an inquiry
from any government agency, or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an
authorized government agency.
e . Acknowledgment. The Grantee acknowledges and agrees that the services the Grantee will render to the Company are of a special and unique
character; that the Grantee will obtain knowledge and skill relevant to the Company’s industry, methods of doing business, and logistical, operational,
merchandising and marketing strategies by virtue of the Grantee’s employment; and that the restrictive covenants and other terms and conditions of the
Covenants are reasonable and reasonably necessary to protect the legitimate business interests of the Company.
The Grantee affirms that the Grantee will not be subject to undue hardship or an unreasonable restraint on the Grantee’s ability to earn a livelihood by
reason of the Grantee’s full compliance with the terms and conditions of the Covenants or the Company’s enforcement thereof; and that the Covenants
and this Award are not a contract of employment and shall not be construed as a commitment by either of the parties to continue an employment
relationship for any certain period of time.
The Grantee’s obligations under each of Sections (a)(i), (b)(ii), (c), and (d) above are separable and independently enforceable of each other and of any
legal obligations that may exist between the Company and the Grantee. The real or perceived existence of any claim or cause of action of the Grantee
against the Company, whether predicated on the Covenants or some other basis, will not alleviate the Grantee of the Grantee’s obligations under the
Covenants and will not constitute a defense to the enforcement by the Company of the restrictions and covenants contained herein.
f . Remedies. In the event of a breach or threatened breach by the Grantee of any of the Covenants, the Grantee hereby consents and agrees that the
Company shall be entitled to seek (notwithstanding the any agreement to arbitrate claims to which the Company, the Grantee, or a Member Company is
subject), in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach
from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other
security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief
including without limitation a claim for recovery or disgorgement of any amount paid or realized, or shares issued to the Grantee pursuant to the Award.
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
Subsidiary Name State or Jurisdiction of Incorporation D/B/A
Dollar Tree Stores, Inc. Virginia Dollar Tree
Dollar Tree Management, LLC Virginia N/A
Family Dollar Stores, LLC (1) Delaware Family Dollar
Family Dollar Services, LLC North Carolina N/A
Family Dollar Stores Holdings, LLC (1) Virginia N/A
Family Dollar Merchandising, LLC Delaware N/A
Family Dollar IP Co., LLC North Carolina N/A
Greenbrier International, Inc. Delaware N/A
Dollar Tree Distribution, Inc. Virginia N/A
Dollar Tree Insurance, Inc. South Carolina N/A
Dollar Tree Stores Canada, Inc. (2) British Columbia Dollar Tree Canada
(1) These corporations have subsidiaries which are retail companies.
(2) The registrant indirectly holds an interest in this foreign entity.
Certain other subsidiaries are not included because, when considered in the aggregate as a single subsidiary, they do not constitute a significant subsidiary as of January 28,
2023.
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-264010, 333-257061, 333-207645, 333-198015, 333-175121, and 333-106886) on Form S-
8 and registration statement (No. 333-261307) on Form S-3 of our reports dated March 10, 2023, with respect to the consolidated financial statements of Dollar Tree, Inc. and
the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Norfolk, Virginia
March 10, 2023
Exhibit 31.1
Chief Executive Officer Certification
I, Richard W. Dreiling, 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 the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date: March 10, 2023
/s/ Richard W. Dreiling
Richard W. Dreiling
Chairman and Chief Executive Officer
Exhibit 31.2
Chief Financial Officer Certification
I, Jeffrey A. Davis, 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 the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date: March 10, 2023
/s/ Jeffrey A. Davis
Jeffrey A. Davis
Chief Financial Officer
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Dollar Tree, Inc. (the Company) on Form 10-K for the year ending January 28, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Richard W. Dreiling, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted
pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) To my knowledge, the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act 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 10, 2023 /s/ Richard W. Dreiling
Date
Richard W. Dreiling
Chairman and Chief Executive Officer
A signed original of this written statement required by Section 906 has been furnished to Dollar Tree, Inc. and will be retained by Dollar Tree, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Dollar Tree, Inc. (the Company) on Form 10-K for the year ending January 28, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Jeffrey A. Davis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002, that:
(1) To my knowledge, the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act 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 10, 2023 /s/ Jeffrey A. Davis
Date
Jeffrey A. Davis
Chief Financial Officer
A signed original of this written statement required by Section 906 has been furnished to Dollar Tree, Inc. and will be retained by Dollar Tree, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.
