What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-26 compared with 2024-03-20 · 455 added, 323 removed, 664 unchanged (54% of the section changed)

18 unchanged sentences

Note 10 - Stock-Based Compensation Plans

Note 11 - Net Income (Loss) Per Share

Note 11 - Earnings (Loss) Per Share

Note 12 - Employee Benefit Plan

1 unchanged sentence

Note 14 - Supply Chain Finance Program

Note 15 - Goodwill and Nonamortizing Intangible Assets

Note 16 - Store Portfolio Optimization Review

Note 15 - Discontinued Operations

Note 16 - Subsequent Events

Note 17 – Quarterly Financial Information (Unaudited)

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc.

and subsidiaries (the Company) as of February 3, 2024 and January 28, 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three‑year period ended February 3, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 3, 2024 and January 28, 2023, and the results of its operations and its cash flows for each of the years in the three‑year period ended February 3, 2024, in conformity with U.S.

and subsidiaries (the Company) as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended February 1, 2025, 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 February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended February 1, 2025, in conformity with U.S.

generally accepted accounting principles.

17 unchanged sentences

As discussed in Note 2 to the consolidated financial statements, the Company considers actuarial assumptions to estimate its self-insurance liability.

As of February 3, 2024, the Company recorded an estimated liability of $363.5 million.

As of February 1, 2025, the Company recorded an estimated liability of $244.3 million related to continuing operations and $185.0 million related to discontinued operations.

We identified the evaluation of the estimated self-insurance liability as a critical audit matter.

8 unchanged sentences

• 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.

Trade name intangible asset and goodwill impairment

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

Trade name intangible asset impairment

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

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

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

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

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

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

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

The impairment charge for the year ended February 1, 2025 was $1,400.0 million for the Family Dollar trade name.

We identified the evaluation of the Company’s fair value of the Family Dollar trade name as a critical audit matter.

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

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

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

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

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

2 unchanged sentences

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

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

• assessing the discount rate by comparing it to a range of discount rates developed using publicly available market data for comparable companies

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

4 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data) February 3, 2024 January 28, 2023 January 29, 2022

(in millions, except per share data) February 1, 2025 February 3, 2024 January 28, 2023

Net sales $ 17,565.8 $ 16,770.3 $ 15,405.7

3 unchanged sentences

Selling, general and administrative expenses 4,832.4 4,245.2 3,682.0

excluding Goodwill impairment 9,144.6 6,699.1 5,925.9

Goodwill impairment 1,069.0 — —

Selling, general and administrative expenses 10,213.6 6,699.1 5,925.9

Operating income (loss) ( 881.8 ) 2,236.3 1,811.4

Operating income 1,462.0 1,774.5 2,099.3

Interest expense, net 107.5 112.5 127.2

Other expense, net 0.1 0.4 0.3

Income (loss) before income taxes ( 988.7 ) 2,110.6 1,632.2

Other (income) expense, net ( 29.1 ) 0.1 0.4

Income from continuing operations before income taxes 1,383.6 1,661.9 1,971.7

Provision for income taxes 341.1 396.1 471.6

Income from continuing operations 1,042.5 1,265.8 1,500.1

Income (loss) from discontinued operations, net of tax ( 4,072.6 ) ( 2,264.2 ) 115.3

Net income (loss) $ ( 3,030.1 ) $ ( 998.4 ) $ 1,615.4

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

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

Basic earnings (loss) per share of common stock:

Continuing operations $ 4.83 $ 5.77 $ 6.72

Discontinued operations ( 18.88 ) ( 10.32 ) 0.52

Total basic earnings (loss) per share of common stock $ ( 14.05 ) $ ( 4.55 ) $ 7.24

Diluted earnings (loss) per share of common stock:

Continuing operations $ 4.83 $ 5.76 $ 6.70

Discontinued operations ( 18.86 ) ( 10.30 ) 0.51

Total diluted earnings (loss) per share of common stock $ ( 14.03 ) $ ( 4.54 ) $ 7.21

Weighted average common shares outstanding:

4 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Net income (loss) $ ( 3,030.1 ) $ ( 998.4 ) $ 1,615.4

4 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) February 3, 2024 January 28, 2023

(in millions, except share and per share data) February 1, 2025 February 3, 2024

Current assets:

2 unchanged sentences

Other current assets 169.8 141.3

Current assets of discontinued operations 5,008.9 3,070.4

Total current assets 9,107.2 6,132.7

Restricted cash 75.7 72.3

Property, plant and equipment, net of accumulated depreciation of $ 6,631.4 and $ 6,025.4 ,

Property, plant and equipment, net of accumulated depreciation of $ 4,332.3

and $ 4,231.4 , respectively

4,499.3 3,822.1

1 unchanged sentence

Goodwill 421.2 423.3

Trade name intangible asset 2,150.0 3,100.0

Deferred tax asset 9.0 15.0

Deferred income taxes, net

Other assets 133.6 99.4

Noncurrent assets of discontinued operations — 7,792.0

Total assets $ 18,644.0 $ 22,023.5

1 unchanged sentence

Current liabilities:

Current portion of long-term debt $ 1,000.0 $ —

Current portion of operating lease liabilities 960.7 899.8

2 unchanged sentences

Other current liabilities 574.4 578.3

Current liabilities of discontinued operations 4,224.9 1,998.8

Total current liabilities 8,585.9 4,696.7

Long-term debt, net 3,426.3 3,421.6

Long-term debt, net, excluding current portion 2,431.2 3,426.3

Operating lease liabilities, long-term 3,438.7 3,042.3

2 unchanged sentences

Other liabilities 182.6 143.5

Noncurrent liabilities of discontinued operations — 2,538.5

Total liabilities 14,666.6 14,710.4

2 unchanged sentences

Common stock, par value $ 0.01 ;

600,000,000 shares authorized, 217,907,206 and

221,222,984 shares issued and outstanding at February 3, 2024 and January 28, 2023,

600,000,000 shares authorized, 215,078,018

and 217,907,206 shares issued and outstanding at February 1, 2025 and

February 3, 2024, respectively

Additional paid-in capital 92.9 229.9

6 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

YEARS ENDED FEBRUARY 3, 2024, JANUARY 28, 2023, AND JANUARY 29, 2022

YEARS ENDED FEBRUARY 1, 2025, FEBRUARY 3, 2024, AND JANUARY 28, 2023

(in millions) Common

8 unchanged sentences

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

Exercise of stock options 0.1 — 7.4 — — 7.4

Stock-based compensation, net 0.6 — 61.8 — — 61.8

2 unchanged sentences

221.2 2.2 667.5 ( 41.2 ) 8,123.0 8,751.5

Net income — — — — 1,615.4 1,615.4

Net loss — — — — ( 998.4 ) ( 998.4 )

Total other comprehensive loss — — — ( 2.4 ) — ( 2.4 )

1 unchanged sentence

Purchase Plan — — 9.9 — — 9.9

Exercise of stock options — — 0.1 — — 0.1

Stock-based compensation, net 0.6 — 56.7 — — 56.7

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

Balance at January 28, 2023

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

Balance at February 3, 2024

217.9 2.2 229.9 ( 43.6 ) 7,124.6 7,313.1

Net income (loss) — — — — ( 998.4 ) ( 998.4 )

Net loss — — — — ( 3,030.1 ) ( 3,030.1 )

Total other comprehensive loss — — — ( 15.6 ) — ( 15.6 )

10 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Cash flows from operating activities:

Net income (loss) $ ( 3,030.1 ) $ ( 998.4 ) $ 1,615.4

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Goodwill impairment 1,069.0 — —

Income (loss) from discontinued operations, net of tax ( 4,072.6 ) ( 2,264.2 ) 115.3

Income from continuing operations $ 1,042.5 $ 1,265.8 $ 1,500.1

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

Depreciation and amortization 526.9 400.5 365.3

1 unchanged sentence

Stock-based compensation expense 106.9 76.3 91.5

Impairments, excluding goodwill 1,461.5 40.0 4.4

Other non-cash adjustments to net income (loss) 20.7 23.7 15.7

Loss on debt extinguishment — — 43.8

Impairments 52.1 10.9 1.5

Other non-cash adjustments to income from continuing operations 20.0 8.6 9.6

Changes in operating assets and liabilities:

7 unchanged sentences

Operating lease right-of-use assets and liabilities, net ( 22.7 ) ( 74.2 ) 12.0

Net cash provided by operating activities 2,684.5 1,614.8 1,431.5

Net cash provided by operating activities of continuing operations 2,193.3 2,400.8 1,417.9

Cash flows from investing activities:

Capital expenditures ( 1,300.5 ) ( 1,193.8 ) ( 639.0 )

Proceeds from governmental grant — — 2.9

Payments for fixed asset disposition ( 6.3 ) ( 5.0 ) ( 1.6 )

Net cash used in investing activities ( 2,107.6 ) ( 1,253.8 ) ( 1,019.9 )

Proceeds from insurance recoveries 50.0 — —

Proceeds from (payments for) fixed asset disposition 1.1 ( 1.0 ) ( 4.7 )

Net cash used in investing activities of continuing operations ( 1,249.4 ) ( 1,194.8 ) ( 643.7 )

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 )

Debt-issuance and debt extinguishment costs — — ( 59.3 )

Proceeds from revolving credit facility — — 555.0

6 unchanged sentences

Net cash used in financing activities ( 411.3 ) ( 530.0 ) ( 686.8 )

Cash flows from discontinued operations:

Net cash provided by operating activities of discontinued operations 669.2 283.7 196.9

Net cash used in investing activities of discontinued operations ( 446.0 ) ( 912.8 ) ( 610.1 )

Net cash provided by (used in) discontinued operations 223.2 ( 629.1 ) ( 413.2 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1.8 ) ( 1.0 ) ( 1.2 )

Net increase (decrease) in cash, cash equivalents and restricted cash 45.9 ( 327.0 ) ( 425.3 )

Net change in cash, cash equivalents and restricted cash 754.0 45.9 ( 327.0 )

Cash, cash equivalents and restricted cash at beginning of year 757.2 711.3 1,038.3

7 unchanged sentences

Accrued capital expenditures $ 74.5 $ 138.8 $ 86.6

(1) Supplemental disclosures are inclusive of activity for both continuing and discontinued operations.

See accompanying Notes to Consolidated Financial Statements

3 unchanged sentences

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.

Dollar Tree, Inc.

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

Basis of Presentation

2 unchanged sentences

All amounts stated herein are in U.S.

Continuing operations consists of the Dollar Tree segment and corporate, support and other.

Our fiscal year is a 52-week or 53-week period ending on the Saturday closest to January 31.

References to “fiscal 2026,” “fiscal 2025,” “fiscal 2024,” and “fiscal 2022,” relate to the 52-week fiscal years ended January 30, 2027, January 31, 2026, February 1, 2025, and January 28, 2023, respectively.

References to “fiscal 2023” relate to the 53-week fiscal year ended February 3, 2024.

References to “fiscal 2025,” “fiscal 2024,” “fiscal 2022,” and “fiscal 2021” relate to the 52-week fiscal years ended January 31, 2026, February 1, 2025, January 28, 2023, and January 29, 2022, respectively.

Note 2 - Summary of Significant Accounting Policies

Assets Held for Sale and Discontinued Operations

In accordance with Accounting Standards Codification (“ASC”) Subtopic 205-20 “Discontinued Operations,” a business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated.

Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn.

A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell.

When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate.

Assets held for sale are not depreciated or amortized.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results.

When a business is identified for discontinued operations reporting:

(i) results for prior periods are retrospectively reclassified as discontinued operations;

(ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations;

and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

As previously reported, in fiscal 2024 the Company initiated a formal review of strategic alternatives for the Family Dollar business.

This strategic alternatives review concluded in the fourth quarter of fiscal 2024 and resulted in the decision to sell the Family Dollar business.

The Company concluded the assets of the Family Dollar business met the criteria for classification as held for sale during the fourth quarter of fiscal 2024.

Additionally, the Company determined the ultimate disposal will represent a strategic shift that will have a major effect on our operations and financial results.

As such, the results of Family Dollar are presented as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented.

Prior periods have been adjusted to conform to the current presentation.

The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets for all periods presented.

The Company has ceased depreciating and amortizing its long-lived assets for Family Dollar which primarily includes right-of-use assets and property and equipment.

On March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to Brigade Capital Management, LP and Macellum Capital Management, LLC, for a purchase consideration of $ 1,007.0 million, subject to a number of adjustments, including with respect to working capital and net indebtedness.

The closing of the transaction is subject to satisfaction of customary closing conditions, including receipt of U.S.

antitrust approval.

Net proceeds are estimated to total approximately $ 804.0 million.

Unless otherwise noted, all amounts and disclosures included in these Notes to Consolidated Financial Statements reflect only our continuing operations.

Refer to Note 15 for additional details on discontinued operations.

Use of Estimates

3 unchanged sentences

Cash and Cash Equivalents

Cash and cash equivalents at February 3, 2024 and January 28, 2023 includes $ 304.2 million and $ 317.2 million, respectively, of investments primarily in money market securities which are valued at cost, which approximates fair value.

In accordance with Accounting Standards Codification (“ASC”) Topic 305 “Cash and Cash Equivalents,” we consider all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents.

Cash and cash equivalents at February 1, 2025 and February 3, 2024 includes $ 1,050.9 million and $ 225.2 million, respectively, of investments primarily in money market securities which are valued at cost, which approximates fair value.

In accordance with ASC Topic 305 “Cash and Cash Equivalents,” 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.

Under our cash management system, payments issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within “Accounts payable” in the accompanying Consolidated Balance Sheets.

Changes in the book overdraft position are presented within “Net cash provided by operating activities” within the Consolidated Statements of Cash Flows.

The amount of these payments included in “Accounts Payable” as of February 1, 2025 and February 3, 2024 was $ 155.5 million and $ 50.3 million, respectively.

The Consolidated Statements of Cash Flows includes the cash flows of continuing and discontinued operations.

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

(in millions) February 1, 2025 February 3, 2024

Cash and cash equivalents on the Consolidated Balance Sheets $ 1,256.5 $ 425.2

Restricted cash on the Consolidated Balance Sheets 75.7 72.3

Cash, cash equivalents and restricted cash of discontinued operations

included in current and noncurrent assets of discontinued

operations on the Consolidated Balance Sheets 179.0 259.7

Total cash, cash equivalents and restricted cash on the Consolidated

Statements of Cash Flows $ 1,511.2 $ 757.2

Merchandise Inventories

3 unchanged sentences

Costs directly associated with warehousing and distribution are capitalized as merchandise inventories.

Total warehousing and distribution costs capitalized into inventory amounted to $ 299.8 million and $ 298.6 million at February 3, 2024 and January 28, 2023, respectively.

Total warehousing and distribution costs capitalized into inventory amounted to $ 195.3 million and $ 166.9 million at February 1, 2025 and February 3, 2024, respectively.

Property, Plant and Equipment

7 unchanged sentences

We capitalize interest on borrowed funds during the construction of certain property and equipment based on our weighted average borrowing rates in place while the projects are in progress.

We capitalized $ 5.9 million, $ 3.8 million and $ 1.1 million of interest costs in the years ended February 3, 2024, January 28, 2023 and January 29, 2022, respectively.

We capitalized $ 7.6 million, $ 5.9 million and $ 3.8 million of interest costs in the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively.

Insurance Reserves and Restricted Cash

1 unchanged sentence

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, historical loss development factors, and other actuarial assumptions.

Our self-insurance liabilities associated with workers’ compensation, general liability and auto are recorded within “Other current liabilities” and “Other liabilities” in the accompanying Consolidated Balance Sheets and amounted to $ 363.5 million and $ 318.2 million at February 3, 2024 and January 28, 2023, respectively.

Our self-insurance liabilities associated with workers’ compensation, general liability and auto related to continuing operations are recorded within “Other current liabilities” and “Other liabilities” in the accompanying Consolidated Balance Sheets and amounted to $ 244.3 million and $ 187.0 million at February 1, 2025 and February 3, 2024, respectively.

Self-insurance liabilities related to discontinued operations totaled $ 185.0 million and $ 176.5 million at February 1, 2025 and February 3, 2024, respectively.

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 auto exposures.

2 unchanged sentences

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 and amounted to $ 72.3 million and $ 68.5 million at February 3, 2024 and January 28, 2023, respectively.

These amounts are reflected in “Restricted cash” in the accompanying Consolidated Balance Sheets and amounted to $ 75.7 million and $ 72.3 million at February 1, 2025 and February 3, 2024, respectively.

Lease Accounting

28 unchanged sentences

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

In fiscal 2023, fiscal 2022 and fiscal 2021, we recorded charges of $ 511.5 million, $ 39.9 million and $ 4.4 million, respectively, to write down certain assets, including $ 358.7 million, $ 20.1 million and $ 3.9 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively, to write down operating lease ROU assets.

The fiscal 2023 impairment charges include $ 152.2 million of store asset impairment charges and $ 351.7 million of operating lease ROU asset impairment charges recorded in connection with the store portfolio optimization review as discussed further in Note 16 .

Fiscal 2022 includes $ 14.0 million for West Memphis distribution center asset impairments.

In fiscal 2024, fiscal 2023 and fiscal 2022, we recorded impairment charges related to continuing operations of $ 52.1 million, $ 10.9 million and $ 1.4 million, respectively, to write down certain assets.

These charges are recorded as a component of “ Selling, general and administrative expenses ” in the accompanying Consolidated Statements of Operations.

Of the impairment charges recorded in fiscal 2024, approximately $ 44.0 million related to capitalized software costs for enterprise merchandising and store system projects that were not fully implemented and were cancelled in connection with the decision to sell the Family Dollar business.

Refer to Note 15 for discussion of impairment charges recorded related to discontinued operations.

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.

Goodwill and nonamortizing intangible assets, including trade names acquired in business combinations, are not amortized, but rather tested for impairment at least annually.

In addition, goodwill and nonamortizing intangible assets are 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.

3 unchanged sentences

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.

When a quantitative impairment test is performed for an acquired 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.

Subsequent to the evaluation of the Family Dollar trade name for impairment, we evaluate the Family Dollar 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.

When a quantitative impairment test is performed for goodwill, 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.

During the fourth quarter of fiscal 2023, we recorded a non-cash goodwill impairment charge of $ 1,069.0 million and a non-cash trade name impairment charge of $ 950.0 million, both related to the Family Dollar reporting unit.

Refer to Note 15 for additional information on the results of the trade name and goodwill impairment tests.

There were no impairments of goodwill associated with continuing operations in fiscal 2024, fiscal 2023 and fiscal 2022.

Refer to Note 15 for information on goodwill and trade name intangible assets from discontinued operations, including the results of the impairment tests.

Revenue Recognition

3 unchanged sentences

Sales taxes imposed on our revenues from product sales are presented on a net basis in the accompanying Consolidated Statements of Operations.

Gift cards that we issue to customers are recorded as contract liabilities until they are redeemed, at which point revenue is recognized.

We record reductions to revenue for discounts and estimated customer returns.

Historically, our customer returns have not been material.

Gift cards that we issue to customers are recorded as contract liabilities until they are redeemed in our stores, at which point revenue is recognized.

We record reductions to revenue for discounts.

Cost of Sales

1 unchanged sentence

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 receive vendor support in the form of cash payments or allowances through various reimbursements such as purchase discounts, markdowns and volume rebates.

We have agreements with vendors setting forth the specific conditions for each allowance or payment.

5 unchanged sentences

We expense all other pre-opening costs related to our stores and 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 Statements of Operations.

Advertising costs, net of cooperative advertising recoveries from vendors, were $ 109.6 million, $ 99.5 million and $ 93.9 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively.

In accordance with ASC Topic 740 “Income Taxes,” income taxes are accounted for under the asset and liability method.

24 unchanged sentences

We issue new shares upon exercise of stock options and upon vesting of restricted stock units.

Total stock-based compensation expense for fiscal 2023, fiscal 2022 and fiscal 2021 was $ 96.7 million, $ 110.4 million and $ 79.9 million, respectively.

Refer to Note 10 for further details on stock-based compensation.

Net Income (Loss) Per Share

In accordance with ASC Topic 260 “Earnings Per Share,” basic net income (loss) per share has been computed by dividing net income (loss) by the weighted average number of shares outstanding.

Diluted net income (loss) per share reflects the potential dilution that could occur assuming the inclusion of dilutive potential shares and has been computed by dividing net income (loss) by the weighted average number of shares and dilutive potential shares outstanding.

Earnings Per Share

In accordance with ASC Topic 260 “Earnings Per Share,” basic earnings (loss) per share has been computed by dividing net income (loss) by the weighted average number of shares outstanding.

Diluted earnings (loss) per share reflects the potential dilution that could occur assuming the inclusion of dilutive potential shares and has been computed by dividing net income (loss) by the weighted average number of shares and dilutive potential shares outstanding.

Dilutive potential shares include all outstanding stock options and unvested restricted stock units after applying the treasury stock method.

Diluted earnings per share of common stock from continuing operations, diluted earnings (loss) per share of common stock from discontinued operations and diluted earnings (loss) per share of common stock include the effect of dilutive potential shares based on applying the control number concept in ASC Topic 260.

The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, even if the effect is anti-dilutive.

Foreign Currency

2 unchanged sentences

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.

Results of operations

and cash flows are translated using the average exchange rates throughout the period.

Capital accounts are translated at historical foreign currency exchange rates.

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.

Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other expense, net” in the accompanying Consolidated Statements of Operations.

Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other (income) expense, net” in the accompanying Consolidated Statements of Operations.

These adjustments have not historically been significant.

1 unchanged sentence

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations.

We adopted ASU 2022-04 for fiscal 2023 on a retrospective basis, except for the amendments relating to the rollforward requirement, which are required to be adopted for fiscal 2024 on a prospective basis.

We adopted ASU 2022-04 in fiscal 2023 on a retrospective basis, except for the amendments relating to the rollforward requirement, which we adopted effective February 1, 2025 on a prospective basis.

The adoption did not have a material impact on our consolidated financial statements.

Refer to Note 14 for a discussion of our supply chain finance program.

Recently Issued Accounting Pronouncements

Refer to Note 14 for a discussion of our supply chain finance program and the rollforward of our outstanding payment obligations under the program.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

2 unchanged sentences

Further, it requires that all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 be provided in interim periods.

ASU 2023-07 is effective on a retrospective basis for annual periods beginning in fiscal 2024 and for interim periods beginning in fiscal 2025.

We are currently evaluating the impact of this standard to our consolidated financial statements.

We adopted ASU 2023-07 effective February 1, 2025 on a retrospective basis.

Refer to Note 13 for our segment disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

3 unchanged sentences

We are currently evaluating the impact of this standard to our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions.

ASU 2024-03 is effective on a prospective basis for annual periods beginning in fiscal 2027 and for interim periods beginning in fiscal 2028, with retrospective application permitted.

We are currently evaluating the impact of this standard to our consolidated financial statements.

Note 3 - Supplemental Balance Sheet Information

Property, Plant and Equipment, Net

Property, plant and equipment, net, as of February 3, 2024 and January 28, 2023 consists of the following:

(in millions) February 3, 2024 January 28, 2023

Property, plant and equipment, net, as of February 1, 2025 and February 3, 2024 consists of the following:

(in millions) February 1, 2025 February 3, 2024

Land $ 162.7 $ 161.3

6 unchanged sentences

Total property, plant and equipment, net $ 4,499.3 $ 3,822.1

Depreciation expense was $ 819.1 million, $ 737.4 million, and $ 672.0 million for the years ended February 3, 2024, January 28, 2023, and January 29, 2022, respectively.

Depreciation expense was $ 524.8 million, $ 400.6 million, and $ 365.3 million for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

Accrued capital expenditures were $ 61.1 million, $ 82.2 million, and $ 31.7 million at February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

Other Current Liabilities

Other current liabilities as of February 3, 2024 and January 28, 2023 consist of the following:

(in millions) February 3, 2024 January 28, 2023

Other current liabilities as of February 1, 2025 and February 3, 2024 consist of the following:

(in millions) February 1, 2025 February 3, 2024

Taxes (other than income taxes) $ 120.2 $ 145.8

5 unchanged sentences

The provision for income taxes consists of the following:

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Current taxes:

9 unchanged sentences

Provision for income taxes $ 341.1 $ 396.1 $ 471.6

Cash paid for income taxes related to continuing operations totaled $ 175.9 million, $ 274.0 million and $ 401.3 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

On August 16, 2022, the Inflation Reduction Act of 2022 (“2022 Tax Act”) was enacted into law.

A key provision of the 2022 Tax Act is a 15% minimum tax on adjusted financial statement income.

We do not expect any impact to our effective tax rate as a result of the new 15% minimum tax under the 2022 Tax Act.

We do not expect any impact to our effective tax rate as a result of the 15% minimum tax under the 2022 Tax Act.

A reconciliation of the statutory U.S.

federal income tax rate and the effective tax rate follows:

February 3, 2024 January 28, 2023 January 29, 2022

February 1, 2025 February 3, 2024 January 28, 2023

Statutory U.S.

federal income tax rate 21.0 % 21.0 % 21.0 %

Goodwill impairment ( 22.7 ) — —

State and local income taxes, net of federal income tax benefit 3.3 3.4 3.6

1 unchanged sentence

Work Opportunity Tax Credit ( 0.8 ) ( 1.0 ) ( 0.8 )

Deferred tax rate change — 0.7 ( 3.8 )

Other, net ( 0.2 ) ( 0.3 ) ( 0.8 )

Effective tax rate 24.7 % 23.8 % 23.9 %

Goodwill Impairment

In the fourth quarter of fiscal 2023, we recorded a goodwill impairment charge of $ 1,069.0 million related to Family Dollar goodwill, as further discussed in Note 15 .

The purchase of Family Dollar was a stock acquisition, and carryover basis applied for tax purposes.

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

Reinvestment of Unremitted Earnings

8 unchanged sentences

(in millions) February 1,

2024 January 28,

2025 February 3,

Deferred tax assets:

Operating lease liabilities $ 1,841.3 $ 1,800.4

Impairment of assets held for sale 870.3 —

Net operating losses, interest expense and credit carryforwards 55.4 72.8

30 unchanged sentences

The following is a reconciliation of our total gross unrecognized tax benefits:

(in millions) February 3, 2024 January 28, 2023

(in millions) February 1, 2025 February 3, 2024

Beginning Balance $ 22.0 $ 17.4

16 unchanged sentences

Contingencies

Insurance Claims

On April 28, 2024, a tornado destroyed our Dollar Tree distribution center in Marietta, Oklahoma.

Based on the significant damage sustained by the facility, the inventory contained in the facility and the facility itself are not salvageable.

We incurred losses totaling $ 117.0 million in the first quarter of fiscal 2024, consisting of $ 70.0 million related to damaged inventory and $ 47.0 million related to property and equipment.

These losses were fully offset by insurance receivables.

As of February 1, 2025, we recorded additional insurance receivables of approximately $ 7.0 million for other property and equipment-related damage recoveries that we expect to be reimbursed under the terms of our insurance policy.

As of February 1, 2025, we have received insurance proceeds totaling $ 150.0 million, including $ 100.0 million related to damaged inventory and $ 50.0 million related to damaged property and equipment.

For the year ended February 1, 2025, we recorded a gain of $ 30.0 million for the excess of the insurance proceeds received over the losses incurred for damaged inventory, which is reflected within “ Other (income) expense, net ” in the accompanying Consolidated Statements of Operations.

The foregoing losses and expected insurance recoveries are based on information currently available to us.

We continue to assess these estimates and will recognize any changes to these estimates in the period(s) in which they are determined.

The final losses, insurance recoveries and net charges could vary from these estimates.

Legal Proceedings

We are defendants in ordinary, routine litigation or proceedings incidental to our business, including employment-related matters;

4 unchanged sentences

and product safety matters.

Legal proceedings may also include class, collective, representative and large cases and arbitrations, including those described below.

Legal proceedings may also include class, collective, representative and large cases and

arbitrations, including those described below.

We will vigorously defend ourselves in these matters.

8 unchanged sentences

Active Matters

DC 202-related Matters

On February 11, 2022, the U.S.

Food and Drug Administration (“FDA”) issued Form 483 observations primarily regarding rodent infestation at Family Dollar’s West Memphis, Arkansas distribution center (“DC 202”) and the related distribution of adulterated product, as well as other processes and procedures that required 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 “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 subject inventory that was in the facility.

Beginning in February 2022, 14 putative class actions were filed against us 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, sought class action status, and allege 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 were alleged to be contaminated by virtue of rodent infestation and other unsanitary conditions at DC 202.

Plaintiffs sought damages, attorney fees and costs, punitive damages and replacement 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.

As a result of a mediation held in April 2023, the parties reached a claims made settlement whereby one class member per household may receive a $ 25 Family Dollar gift certificate.

On October 27, 2023, the court granted preliminary approval of the settlement.

Notice of the settlement and how to submit a claim was given beginning November 10, 2023.

The period for filing a claim, opting out of the settlement or filing an objection to the settlement ended on January 9, 2024.

A hearing on final approval of the settlement is scheduled for April 5, 2024.

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 investigated the condition of FDA-regulated product shipped from DC 202 and related matters and cooperated fully with the U.S.

Department of Justice (“DOJ”) investigation, including producing documents and providing additional information.

As previously reported by the company on its Current Report on Form 8-K filed February 26, 2024, Family Dollar Stores, LLC (“Family Dollar”), a wholly-owned subsidiary of the company, has entered into a Plea Agreement (the “Plea Agreement”) in connection with the DOJ investigation.

Subject to the terms and conditions of the Plea Agreement, Family Dollar pled guilty to a one count misdemeanor violation of the Food, Drug and Cosmetics Act for causing FDA-regulated products to become adulterated while such articles were held in DC 202.

Under the Plea Agreement, Family Dollar agreed to pay $ 200,000 in fines and a forfeiture money judgment in the amount of $ 41,475,000 , which relates to the value of the adulterated FDA-regulated products that were held in DC 202.

The Plea Agreement was approved by the United States District Court for the Eastern District of Arkansas at a hearing on February 26, 2024, and resolves the federal criminal investigation of Family Dollar.

Subject to Family Dollar’s compliance with the terms and conditions of the Plea Agreement, the U.S.

Attorney for the Eastern District of Arkansas and the DOJ have agreed not to bring further criminal charges against Family Dollar for any acts or conduct arising out of the events covered by the Plea Agreement.

No criminal charges were brought against Dollar Tree in connection with this matter.

As part of the Plea Agreement, Dollar Tree and Family Dollar agreed to adopt a new or to modify their existing compliance program as it relates to the warehousing and distribution to stores of food, drugs, devices and cosmetics.

In addition, the company has agreed to make certain reports to the DOJ in connection with its compliance program during the three-year term.

On April 28, 2022, the Attorney General for 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 at DC 202.

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

We filed a motion to dismiss the State's claims, and it is too early to determine a likely outcome in the matter.

As previously disclosed, we recorded a charge of $ 30.0 million in the first quarter of fiscal 2023 with respect to DC 202-related matters which included a proposed settlement of 14 putative consumer class actions and a potential resolution of the DOJ investigation.

As a result of Family Dollar entering into the Plea Agreement, we recorded an additional charge of $ 26.7 million in the fourth quarter of fiscal 2023 bringing the accrual to $ 56.7 million.

At the present time, we are unable to estimate the amount of additional incremental loss, if any, which may result when the remaining matters are finally resolved.

However, we do not believe the resolution of the State of Arkansas complaint or the final settlement of private civil litigation related to DC 202 will have a material adverse effect on our business, financial condition, or liquidity.

Talc Product Matters

Multiple personal injury lawsuits are pending in state court in Illinois, New York, Texas, and New Jersey against Dollar Tree, Family Dollar or both alleging that certain talc products that we sold caused cancer.

Multiple personal injury lawsuits are pending in state court in California, Illinois, Louisiana, New York, 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.

3 unchanged sentences

Acetaminophen Matters

Since August 2022, more than 50 personal injury cases have been filed in federal court against Dollar Tree, Family Dollar, or both, on behalf of minors alleging that their mothers took acetaminophen while pregnant, that the acetaminophen interfered with fetal development such that plaintiffs were born with autism and/or ADHD, and that we knew or should have known of the danger, had a duty to warn and failed to include appropriate warnings on the product labels.

Beginning in August 2022, more than 50 personal injury cases have been filed in federal court against Dollar Tree, Family Dollar, or both, on behalf of minors alleging that their mothers took acetaminophen while pregnant, that the acetaminophen interfered with fetal development such that plaintiffs were born with autism and/or ADHD, and that we knew or should have known of the danger, had a duty to warn and failed to include appropriate warnings on the product labels.

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

These cases, which originated in Alabama, California, Florida, Georgia, Louisiana, Minnesota, Missouri, North Carolina, Kentucky, Tennessee and Texas, along with other cases against many other defendants, were consolidated into multi-district court litigation in the Southern District of New York.

Recently, the court disqualified all of plaintiffs’ experts and, on that basis dismissed all the cases which had been filed at the time of that decision, including all cases currently filed against us.

The court disqualified plaintiffs’ experts and, on that basis dismissed all the cases which had been filed at the time of that decision, including all cases currently filed against us.

The dismissal has been appealed to the Second Circuit by plaintiffs.

Note 6 - Short-Term Borrowings and Long-Term Debt

Short-term borrowings and long-term debt at February 3, 2024 and January 28, 2023 consist of the following:

(in millions) February 3, 2024 January 28, 2023

Short-term borrowings and long-term debt consist of the following:

(in millions) February 1, 2025 February 3, 2024

Short-Term Borrowings:

3 unchanged sentences

Long-Term Debt:

4.00 % Senior Notes, due 2025

4.00 % Senior Notes, due May 2025

$ 1,000.0 $ 1,000.0

4.20 % Senior Notes, due 2028

4.20 % Senior Notes, due May 2028

1,250.0 1,250.0

2.65 % Senior Notes, due 2031

3.375 % Senior Notes, due 2051

2.65 % Senior Notes, due December 2031

3.375 % Senior Notes, due December 2051

Debt discount and issuance costs ( 18.8 ) ( 23.7 )

2 unchanged sentences

Non-current portion of long-term debt $ 2,431.2 $ 3,426.3

Maturities of long-term debt are as follows (in millions):

(in millions)

Thereafter 1,200.0

Total $ 3,450.0

Short-Term Borrowings

Commercial Paper Program

In July 2023, we established a commercial paper program to issue unsecured commercial paper notes with maturities up to 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 1.5 billion.

We expect to use the net proceeds of note issuances for general corporate purposes.

Our Revolving Credit Facility will serve as a liquidity backstop for the repayment of notes outstanding under the program.

The notes rank pari passu with all of our other unsecured and unsubordinated indebtedness.

We issued $ 1,070.5 million principal amount of notes during fiscal 2023 and incurred interest expense of $ 2.6 million related to these notes.

As of February 3, 2024, no notes were outstanding under the program.

In fiscal 2023, the Company established a commercial paper program to issue unsecured commercial paper notes with maturities up to 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 1.5 billion.

The net proceeds of note issuances are used for general corporate purposes.

The Company’s revolving credit facility, which is discussed below, serves as a liquidity backstop for the repayment of notes outstanding under the program.

The notes rank equally with all of our other unsecured and unsubordinated debt.

We issued and repaid $ 3.2 billion and $ 1.1 billion principal amount of notes in fiscal 2024 and fiscal 2023, respectively, and incurred interest expense of $ 3.9 million and $ 2.6 million, respectively, related to these notes.

At February 1, 2025 and February 3, 2024, no notes were outstanding under the program.

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.

At February 3, 2024 and January 28, 2023, we had letters of credit outstanding under the Revolving Credit Facility of $ 4.1 million and $ 4.4 million, respectively.

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.

The Company’s $ 1.5 billion five-year revolving credit facility (the “Revolving Credit Facility”), of which up to $ 350.0 million is available for letters of credit, is currently set to mature on December 8, 2026.

At February 1, 2025 and February 3, 2024, we had letters of credit outstanding under the Revolving Credit Facility of $ 3.8 million and $ 4.1 million, respectively.

We did not borrow under the Revolving Credit Facility in fiscal 2024 or fiscal 2023.

In fiscal 2022, we borrowed and repaid $ 555.0 million of loans under the Revolving Credit Facility and incurred interest expense of $ 3.6 million related to these borrowings.

We had no borrowings outstanding under the Revolving Credit Facility at February 1, 2025 and February 3, 2024.

Borrowings under the Revolving Credit Facility bear interest at the Adjusted Term SOFR Rate (as defined in the underlying credit agreement) plus 1.125 %, subject to adjustment based on (i) our public debt rating and (ii) our leverage ratio.

At February 1, 2025, the Revolving Credit Facility bore interest at 5.54 %.

1 unchanged sentence

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.

Fiscal 2018 Offering

On April 19, 2018, we completed the registered offering of $ 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 “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”).

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 2023 Notes were scheduled to mature on May 15, 2023 and bore interest at the rate of 3.70 % annually.

We redeemed the 2023 Notes in the fourth quarter of 2021 as discussed in “Repayments of Long-Term Debt” below.

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 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 the Notes of each series in whole or in part, at our option, at any time and from time to time prior to March 15, 2025 in the case of the 2025 Notes and February 15, 2028 in the case of the 2028 Notes (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 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 semiannually, 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 fourth quarter of fiscal 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 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 Statements of Operations for the year ended January 29, 2022.

Debt Covenants

As of February 3, 2024, we were in compliance with the debt covenants for both our short-term borrowings and long-term debt.

The Revolving Credit Facility contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s 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 financial covenants, including a maximum leverage ratio covenant and a minimum fixed charge coverage ratio covenant.

As of February 1, 2025, we were in compliance with all applicable covenants.

Long-Term Debt

The Company’s outstanding senior notes summarized in the table above are unsecured, unsubordinated obligations of the Company, ranking equally in right of payment among themselves and with the Company’s existing and future unsecured and unsubordinated debt.

The Company, at its option, may redeem each series of the senior notes at any time, in whole or in part, at

redemption prices set forth in the respective indentures.

Additionally, upon certain events, the holders of the notes have the right to require the Company to repurchase all or a portion of their notes at a price of 101 % of the principal amount of the notes, plus accrued and unpaid interest.

Interest on all outstanding senior notes is payable semiannually.

The senior notes contain covenants that, among other things, limit our ability to incur certain secured debt.

As of February 1, 2025, we were in compliance with all applicable covenants.

Maturities of long-term debt are as follows (in millions):

(in millions)

2025 $ 1,000.0

Thereafter 1,200.0

Total $ 3,450.0

Note 7 - Leases

1 unchanged sentence

The lease cost for operating leases that was recognized in the accompanying Consolidated Statements of Operations was as follows:

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Operating lease cost $ 1,041.6 $ 948.1 $ 907.2

13 unchanged sentences

Information regarding the weighted-average remaining lease term and the weighted-average discount rate for operating leases is as follows:

February 3, 2024 January 28, 2023 January 29, 2022

February 1, 2025 February 3, 2024 January 28, 2023

Weighted-average remaining lease term (years) 5.6 5.4 5.2

1 unchanged sentence

The following represents supplemental information pertaining to our operating lease arrangements:

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 1,047.6 $ 1,038.6 $ 900.4

Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,378.5 $ 1,113.0 $ 765.1

Note 8 - Fair Value Measurements

23 unchanged sentences

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

February 3, 2024 January 28, 2023

February 1, 2025 February 3, 2024

(in millions) Fair Value Carrying Value Fair Value Carrying Value

4 unchanged sentences

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 February 3, 2024 and January 28, 2023.

No preferred shares were issued and outstanding at February 1, 2025 and February 3, 2024.

Share Repurchase Programs

2 unchanged sentences

The repurchase authorization does not have an expiration date.

We repurchased 3,905,599 , 4,613,696 and 9,156,898 shares of common stock on the open market in fiscal 2023, fiscal 2022 and fiscal 2021, respectively, for $ 504.3 million, $ 647.5 million and $ 950.0 million, respectively.

At February 3, 2024, we had $ 1.35 billion remaining under our existing $ 2.5 billion Board repurchase authorization.

We repurchased 3,283,837 , 3,905,599 and 4,613,696 shares of common stock on the open market at a cost of $ 403.6 million, $ 504.3 million and $ 647.5 million, including applicable excise tax, in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

As of February 1, 2025, we had $ 952.4 million remaining under our existing $ 2.5 billion Board repurchase authorization.

Note 10 - Stock-Based Compensation Plans

19 unchanged sentences

Pursuant to this program, cash fees may be deferred into either a cash account or a phantom stock account, and annual equity awards for service as a director may be deferred into the director’s phantom stock account.

Deferred fees that are paid out in cash will earn interest at the 30-year Treasury Bond Rate.

Deferred fees

that are paid out in cash will earn interest at the 30-year Treasury Bond Rate.

Deferred amounts to be paid in common stock are determined by dividing the deferred fee amount by the closing market price of a share of our common stock on the date of deferral.

Total stock-based compensation expense was recorded in the accompanying Consolidated Statements of Operations as follows:

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Cost of sales $ 13.9 $ 11.9 $ 10.3

Selling, general and administrative expenses 93.0 64.4 81.2

Income (loss) from discontinued operations, net of tax 18.0 20.4 18.9

Total stock-based compensation expense $ 124.9 $ 96.7 $ 110.4

Excess tax benefit on stock-based compensation recognized

in the provision for income taxes

$ 3.9 $ 9.8 $ 8.5

Excess tax benefit (deficit) on stock-based compensation

recognized in the provision for income taxes $ ( 0.9 ) $ 3.9 $ 9.8

The following discussion of our stock-based compensation awards includes awards related to continuing and discontinued operations.

Restricted Stock

5 unchanged sentences

Number of RSUs Weighted Average Grant Date Fair Value

Nonvested at January 28, 2023

Nonvested at February 3, 2024

839,186 $ 141.45

4 unchanged sentences

973,133 $ 136.86

The total fair value of the RSUs vested during the years ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 53.8 million, $ 51.5 million and $ 56.8 million, respectively.

The total fair value of the RSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 55.3 million, $ 53.8 million and $ 51.5 million, respectively.

The weighted average grant date fair value of the RSUs granted in fiscal 2024, fiscal 2023 and fiscal 2022 was $ 131.89 , $ 141.70 and $ 158.05 , respectively.

2 unchanged sentences

The fair value of these awards is determined based on our closing stock price on the grant date.

In fiscal 2023, we granted PSUs that cliff vest at the end of three years and that contain a market condition modifier, in addition to having a service and performance condition.

In fiscal 2024 and fiscal 2023, we granted PSUs that cliff vest at the end of three years and that contain a market condition modifier, in addition to having a service and performance condition.

The market condition modifier can adjust the number of shares that vest under the award based on a comparison of our total shareholder return to that of a designated peer group over the performance period.

The fair value of these awards incorporating the market condition was estimated on the grant date using a Monte Carlo simulation model with the following weighted average assumptions:

Fiscal 2024 Fiscal 2023

Expected term (in years) 2.8 2.8

8 unchanged sentences

Number of PSUs Weighted Average Grant Date Fair Value

Nonvested at January 28, 2023

Nonvested at February 3, 2024

150,150 $ 147.29

4 unchanged sentences

217,116 $ 128.95

The total fair value of the PSUs vested during the years ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 8.7 million, $ 44.5 million and $ 17.3 million, respectively.

The total fair value of the PSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 9.1 million, $ 8.7 million and $ 44.5 million, respectively.

The weighted average grant date fair value of the PSUs granted in fiscal 2024, fiscal 2023 and fiscal 2022 was $ 114.98 , $ 129.24 and $ 159.57 , respectively.

5 unchanged sentences

These awards generally have a ten-year term and vest in equal installments on each of the first three anniversaries of the grant date, subject to the employees’ continued employment with the company through each vesting date.

Stock options granted in fiscal 2023 had a fair value of $ 4.9 million.

In addition, in fiscal 2022, we granted a one-time award of options to purchase 2,252,587 shares of our common stock at 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.

Stock options granted in fiscal 2024 and fiscal 2023 had a fair value of $ 5.6 million and $ 4.9 million, respectively.

In addition, in fiscal 2022, we granted a one-time award of options to purchase 2,252,587 shares of our common stock at a fair value of $ 135.6 million to the then 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.

Options granted in fiscal 2021 were immaterial.

The option award has a ten-year term and was 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.

In the fourth quarter of fiscal 2024, the Executive Chairman and Chief Executive Officer resigned from the Company.

As a result, $ 27.1 million of expense was recognized in the fourth quarter of fiscal 2024 related to the accelerated vesting of an additional number of options pursuant to the terms of the Executive Agreement.

Vested portions of the award remain excercisable through the original ten-year term.

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.

The weighted average assumptions used in the Black-Scholes option pricing model for the executive stock options granted in fiscal 2023 and the assumptions used for the fiscal 2022 award granted to the Executive Chairmain are as follows:

Fiscal 2023 Fiscal 2022

The weighted average assumptions used in the Black-Scholes option pricing model for the executive stock options granted in fiscal 2024 and fiscal 2023, as well as the assumptions used for the fiscal 2022 award granted to the former Executive Chairman are as follows:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Expected term (in years) 6.0 6.0 6.5

13 unchanged sentences

(in millions)

Outstanding at January 28, 2023

Outstanding at February 3, 2024

2,360,102 $ 155.84

6 unchanged sentences

1,669,653 $ 156.55 7.1 $ —

The intrinsic value of options exercised during fiscal 2023, fiscal 2022 and fiscal 2021 was $ 0.1 million, less than $ 0.1 million and $ 5.6 million, respectively.

The intrinsic value of options exercised was less than $ 0.1 million in each of fiscal 2024, fiscal 2023 and fiscal 2022.

As of February 1, 2025, there was $ 3.9 million of total unrecognized compensation expense related to these options which is expected to be recognized over a weighted-average period of 1.5 years.

Note 11 – Net Income (Loss) Per Share

The following table sets forth the calculations of basic and diluted net income (loss) per share:

(in millions, except per share data) February 3, 2024 January 28, 2023 January 29, 2022

Basic net income (loss) per share:

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

Weighted average number of shares outstanding 219.5 223.2 227.9

Basic net income (loss) per share $ ( 4.55 ) $ 7.24 $ 5.83

Diluted net income (loss) per share:

Note 11 – Earnings (Loss) Per Share

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

(in millions, except per share data) February 1, 2025 February 3, 2024 January 28, 2023

Income from continuing operations $ 1,042.5 $ 1,265.8 $ 1,500.1

Income (loss) from discontinued operations, net of tax ( 4,072.6 ) ( 2,264.2 ) 115.3

Net income (loss) $ ( 3,030.1 ) $ ( 998.4 ) $ 1,615.4

4 unchanged sentences

outstanding 215.9 219.9 224.1

Diluted net income (loss) per share $ ( 4.55 ) $ 7.21 $ 5.80

For the years ended February 3, 2024 and January 28, 2023, share-based awards of 2.9 million shares and 3.0 million shares, respectively, were excluded from the calculation of diluted net income (loss) per share because their inclusion would be anti-dilutive.

For the year ended January 29, 2022, substantially all of the outstanding share-based awards were included in the calculation of the weighted average number of shares and dilutive potential shares outstanding.

Basic earnings (loss) per share of common stock:

Continuing operations $ 4.83 $ 5.77 $ 6.72

Discontinued operations ( 18.88 ) ( 10.32 ) 0.52

Total basic earnings (loss) per share of common stock $ ( 14.05 ) $ ( 4.55 ) $ 7.24

Diluted earnings (loss) per share of common stock:

Continuing operations $ 4.83 $ 5.76 $ 6.70

Discontinued operations ( 18.86 ) ( 10.30 ) 0.51

Total diluted earnings (loss) per share of common stock $ ( 14.03 ) $ ( 4.54 ) $ 7.21

For the years ended February 1, 2025, February 3, 2024 and January 28, 2023, share-based awards of 3.1 million shares, 2.4 million shares and 3.0 million shares, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive.

Note 12 – Employee Benefit Plan

4 unchanged sentences

Contributions to and reimbursements by us of expenses of the plan were recorded in the accompanying Consolidated Statements of Operations as follows:

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Cost of sales $ 6.0 $ 5.7 $ 4.8

Selling, general and administrative expenses 18.0 15.9 14.3

Total $ 35.9 $ 31.7 $ 28.8

Income (loss) from discontinued operations, net of tax 14.4 14.3 12.6

Total retirement plan contributions $ 38.4 $ 35.9 $ 31.7

All eligible employees are immediately vested in any company match contributions under the 401(k) plan.

Note 13 – Segments and Disaggregated Revenue

We operate more than 16,700 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 (loss).

The CODM reviews these metrics for each of our reporting segments.

We may revise the measurement of each segment’s operating income (loss), as determined by the information regularly reviewed by the CODM.

As described in Note 2 under the caption “Assets Held for Sale and Discontinued Operations,” as well as Note 15 below, effective as of the fourth quarter of fiscal 2024, the Company no longer reports the Family Dollar segment;

it now reports its financial performance based on the Dollar Tree segment and corporate, support and other.

The Dollar Tree segment is a leading operator of discount variety stores offering merchandise predominantly at the opening price point of $ 1.25 , with additional offerings at higher price points.

Dollar Tree stores serve customers with a broad range of income levels principally in suburban locations.

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

Corporate, support and other consists primarily of store support center costs and the results of operations for our Summit Pointe property in Chesapeake, Virginia that are considered shared services and therefore these results are excluded from the Dollar Tree segment.

Our CODM is our chief executive officer of the enterprise.

The CODM evaluates the financial performance of the Dollar Tree segment using segment gross profit and operating income.

The CODM reviews these metrics to allocate resources to the segment, primarily in the annual budget and quarterly forecasting process.

The CODM considers variances between actual results and internal budgets/forecasts on a monthly basis for both profit measures when making decisions about allocating capital and resources to the segment.

The CODM also uses segment gross profit to evaluate our ability to control product and supply chain costs relative to changes in sales between comparable periods.

The CODM uses operating income to assess the overall performance for the segment.

The CODM is provided asset information on a consolidated basis rather than by segment.

The accounting policies of the segments are the same as those described in Note 2 .

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.

The Family Dollar segment operating income (loss) includes advertising revenue, which is a component of “Other revenue” in the accompanying Consolidated Statements of Operations.

Information for our segments, as well as for corporate, support and other, including the reconciliation to income (loss) before income taxes, is as follows:

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

Consolidated Statements of Operations Data:

Dollar Tree $ 16,770.3 $ 15,405.7 $ 13,922.1

Family Dollar 13,811.3 12,912.5 12,387.7

Consolidated net sales $ 30,581.6 $ 28,318.2 $ 26,309.8

Corporate, support and other includes costs that were previously incurred in support of the Family Dollar segment but are not directly attributable to it and thus were not recorded in discontinued operations.

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

(in millions) Dollar Tree Segment Corporate, Support and Other Total

Year Ended February 1, 2025

Net sales $ 17,565.8 $ — $ 17,565.8

Cost of sales 11,284.1 — 11,284.1

Gross Profit 6,281.7 — 6,281.7

Dollar Tree $ 6,008.9 $ 5,775.5 $ 4,603.6

Family Dollar 3,300.7 3,146.4 3,122.3

Consolidated gross profit $ 9,309.6 $ 8,921.9 $ 7,725.9

Other revenue 0.1 12.6 12.7

Selling, general and administrative expenses 4,193.2 639.2 4,832.4

Operating income (loss) 2,088.6 ( 626.6 ) 1,462.0

Dollar Tree $ 2,278.8 $ 2,536.0 $ 1,607.0

Family Dollar ( 2,663.5 ) 127.5 543.1

Corporate, support and other ( 497.1 ) ( 427.2 ) ( 338.7 )

Consolidated operating income (loss) ( 881.8 ) 2,236.3 1,811.4

Interest expense, net 107.5

Other (income) expense, net ( 29.1 )

Income from continuing operations before income taxes $ 1,383.6

Depreciation and amortization expense $ 488.9 $ 38.0 $ 526.9

Capital expenditures $ 1,262.2 $ 38.3 $ 1,300.5

Year Ended February 3, 2024

Net sales $ 16,770.3 $ — $ 16,770.3

Cost of sales 10,761.4 — 10,761.4

Gross Profit 6,008.9 — 6,008.9

Other revenue — 10.8 10.8

Selling, general and administrative expenses 3,730.3 514.9 4,245.2

Operating income (loss) 2,278.6 ( 504.1 ) 1,774.5

Interest expense, net 112.5

Other expense, net 0.1

Income (loss) before income taxes $ ( 988.7 ) $ 2,110.6 $ 1,632.2

Income from continuing operations before income taxes $ 1,661.9

Depreciation and amortization expense $ 370.1 $ 30.4 $ 400.5

Dollar Tree $ 370.5 $ 338.8 $ 316.0

Family Dollar 440.4 402.4 369.8

Corporate, support and other 30.4 26.8 30.2

Consolidated depreciation and amortization expense $ 841.3 $ 768.0 $ 716.0

(in millions) February 3, 2024 January 28, 2023

Consolidated Balance Sheet Data:

Dollar Tree $ 423.3 $ 423.6

Family Dollar 490.5 1,559.5

Consolidated goodwill $ 913.8 $ 1,983.1

Total assets:

Dollar Tree $ 10,315.9 $ 9,914.6

Family Dollar 11,037.0 12,562.2

Corporate, support and other 670.6 545.3

Consolidated total assets $ 22,023.5 $ 23,022.1

Additions to property, plant and equipment:

Dollar Tree $ 993.5 $ 548.7

Family Dollar 995.2 605.2

Corporate, support and other 112.6 94.9

Consolidated additions to property, plant and equipment $ 2,101.3 $ 1,248.8

Capital expenditures $ 1,081.2 $ 112.6 $ 1,193.8

Year Ended January 28, 2023

Net sales $ 15,405.7 $ — $ 15,405.7

Cost of sales 9,630.2 — 9,630.2

Gross Profit 5,775.5 — 5,775.5

Other revenue — 5.8 5.8

Selling, general and administrative expenses 3,239.8 442.2 3,682.0

Operating income (loss) 2,535.7 ( 436.4 ) 2,099.3

Interest expense, net 127.2

Other expense, net 0.4

Income from continuing operations before income taxes $ 1,971.7

Depreciation and amortization expense $ 338.5 $ 26.8 $ 365.3

Capital expenditures $ 544.4 $ 94.6 $ 639.0

Disaggregated Revenue

The following table summarizes net sales by merchandise category for our segments:

(in millions) February 3, 2024 January 28, 2023 January 29, 2022

Dollar Tree segment net sales by

merchandise category:

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

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Consumable $ 8,575.3 48.8 % $ 7,915.6 47.2 % $ 6,978.8 45.3 %

2 unchanged sentences

Total Dollar Tree segment net sales $ 17,565.8 100.0 % $ 16,770.3 100.0 % $ 15,405.7 100.0 %

Family Dollar segment net sales by

merchandise category:

Consumable $ 11,086.1 80.3 % $ 10,036.2 77.7 % $ 9,446.5 76.3 %

Home products 930.0 6.7 % 982.5 7.6 % 1,033.9 8.3 %

Apparel and accessories 673.4 4.9 % 732.2 5.7 % 781.5 6.3 %

Seasonal and electronics 1,121.8 8.1 % 1,161.6 9.0 % 1,125.8 9.1 %

Total Family Dollar segment net sales $ 13,811.3 100.0 % $ 12,912.5 100.0 % $ 12,387.7 100.0 %

Note 14 – Supply Chain Finance Program

During the third quarter of fiscal 2023, we implemented a supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us.

During fiscal 2023, we implemented a supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us.

Participating suppliers may, at their sole discretion, elect to finance one or more invoices of ours prior to their scheduled due dates at a discounted price with the financial institution.

1 unchanged sentence

As such, the outstanding payment obligations under our supply chain financing program are included within “ Accounts payable ” in the accompanying Consolidated Balance Sheets and within “Cash flows from operating activities” in the accompanying Consolidated Statements of Cash Flows.

As of February 3, 2024, our outstanding payment obligations under this program were $ 11.8 million.

Note 15 – Goodwill and Nonamortizing Intangible Assets

In connection with our annual impairment testing of goodwill and nonamortizing intangible assets during the fourth quarter, and as a result of the anticipated store closures described in Note 16 , we determined it was more likely than not that an impairment loss had been incurred with respect to the Family Dollar goodwill and trade name, and proceeded to perform a quantitative impairment test of both assets.

As of February 1, 2025 and February 3, 2024, our outstanding payment obligations under this program were $ 346.5 million and $ 10.0 million, respectively.

The change in our outstanding payment obligations under the supply chain finance program is as follows:

(in millions) February 1, 2025

Obligations outstanding at February 3, 2024

Obligations confirmed during the period 1,063.7

Obligations settled during the period ( 727.2 )

Obligations outstanding at February 1, 2025

Note 15 – Discontinued Operations

As previously reported, in fiscal 2024 the Company initiated a formal review of strategic alternatives for the Family Dollar business.

This strategic alternatives review concluded in the fourth quarter of fiscal 2024 and resulted in the decision to sell the Family Dollar business.

Accordingly, the Company determined the assets of the Family Dollar business met the criteria for classification as held for sale.

Additionally, the Company determined the ultimate disposal will represent a strategic shift that will have a major effect on our operations and financial results.

As such, the results of Family Dollar are presented as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented.

The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets for all periods presented.

The closing of the transaction is subject to satisfaction of customary closing conditions, including receipt of U.S.

antitrust approval.

Net proceeds are estimated to total approximately $ 804.0 million.

Refer to Note 2 under the caption “Assets Held for Sale and Discontinued Operations” for additional details on accounting criteria for held for sale and discontinued operations treatment.

At February 1, 2025, the Family Dollar business included the operations of 7,622 general merchandise retail discount stores and ten distribution centers.

The Company plans to convert the Odessa, Texas Family Dollar distribution center to a Dollar Tree distribution center in the second quarter of fiscal 2025.

In addition, the Company intends to reassign approximately 330 leases for closed Family Dollar stores to Dollar Tree.

Financial Information of Discontinued Operations

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

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

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Net sales $ 13,252.1 $ 13,811.3 $ 12,912.5

Other revenue 15.0 11.4 7.7

Total revenue 13,267.1 13,822.7 12,920.2

Cost of sales 9,894.5 10,510.6 9,766.1

Selling, general and administrative expenses,

excluding Goodwill impairment 4,706.9 4,899.4 3,017.1

Goodwill impairment 490.5 1,069.0 —

Selling, general and administrative expenses 5,197.4 5,968.4 3,017.1

Operating income (loss) ( 1,824.8 ) ( 2,656.3 ) 137.0

Interest income 5.5 5.7 1.9

Loss from classification to held for sale 3,438.8 — —

Income (loss) from discontinued operations before

income taxes ( 5,258.1 ) ( 2,650.6 ) 138.9

Provision for income taxes ( 1,185.5 ) ( 386.4 ) 23.6

Income (loss) from discontinued operations, net of tax $ ( 4,072.6 ) $ ( 2,264.2 ) $ 115.3

Depreciation expense related to discontinued operations was $ 430.6 million, $ 418.5 million, and $ 372.1 million for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

The Company has ceased depreciating and amortizing its long-lived assets for Family Dollar which primarily includes right-of-use assets and property and equipment.

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

(in millions)

February 1, 2025 February 3, 2024

Cash and cash equivalents $ 179.0 $ 259.7

Merchandise inventories 2,456.4 2,617.0

Other current assets 200.9 193.7

Property, plant and equipment, net 2,268.0 2,322.0

Operating lease right-of-use assets 2,580.6 2,815.6

Goodwill — 490.5

Trade name intangible asset 750.0 2,150.0

Other assets 12.8 13.9

Valuation allowance to adjust assets to estimated fair value, less costs of disposal ( 3,438.8 ) —

Total assets of discontinued operations $ 5,008.9 $ 10,862.4

Current portion of operating lease liabilities $ 598.5 $ 613.2

Accounts payable 977.5 896.7

Other current liabilities 378.6 488.9

Operating lease liabilities, long-term 2,134.5 2,405.3

Other liabilities 135.8 133.2

Total liabilities of discontinued operations $ 4,224.9 $ 4,537.3

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell.

As of February 1, 2025, we determined that the fair value of the Family Dollar business, including costs to sell was lower than its carrying value and we recorded a $ 3,438.8 million valuation allowance against the assets held for sale.

The fair value of the Family Dollar business was estimated using the expected sale price as negotiated with the third party buyer.

The non-cash valuation allowance was recorded within “Loss from classification to held for sale” in the summarized results of operations of discontinued operations for the year ended February 1, 2025.

Capital expenditures related to discontinued operations were $ 439.4 million, $ 907.5 million, and $ 609.8 million for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

Impairment of Long-Lived Assets

In fiscal 2024, fiscal 2023 and fiscal 2022, we recorded impairment charges related to discontinued operations of $ 80.2 million, $ 500.6 million, and $ 38.7 million, respectively, to write down certain assets.

These impairment charges are recorded as a component of “Selling, general and administrative expenses” in the results of discontinued operations above.

The fiscal 2024 impairment charges included $ 70.0 million of operating lease ROU asset impairment charges and $ 10.0 million of store asset impairment charges recorded in connection with our annual review of events or changes in circumstances that indicate the carrying amount of store-related asset groups may not be recoverable.

As a result of this review, we identified underperforming stores within the Family Dollar business that indicated that the carrying amount of their long-lived assets may not be recoverable.

The fiscal 2023 impairment charges included $ 343.9 million of operating lease ROU asset impairment charges and $ 149.2 million of store asset impairment charges recorded in connection with the store portfolio optimization review.

This review was announced during the fourth quarter of fiscal 2023 and involved identifying stores for closure, relocation or re-bannering based on an evaluation of current market conditions and individual store performance, among other factors.

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

As of February 1, 2025, we had closed approximately 695 stores identified under the portfolio optimization review.

For the fiscal 2024 and fiscal 2023 impairment charges, we performed an undiscounted cash flow analysis on each individual store’s asset group, and determined that certain store asset groups had net carrying values that exceeded their estimated undiscounted future cash flows.

We estimated the fair values of the asset groups based on a discounted cash flow method for each store and recorded an impairment for store asset groups where the fair value was lower than its carrying value.

For stores that were to close in the first half of fiscal 2024 pursuant to the portfolio optimization review, we estimated the remaining fair value of the asset groups taking into account our ability to generate sublease income or lease termination benefits prior to the end of the lease term.

The significant estimates used in the discounted cash flow methodology, which are based on level 3 inputs, include our expectations for future operations and projected cash flows.

The valuation date for estimating the fair value of the long-lived assets at the stores for fiscal 2024 and fiscal 2023 was November 30, 2024 and November 25, 2023, respectively.

In fiscal 2023, we also recorded $ 80.6 million of inventory markdowns and $ 5.6 million of capitalized distribution cost impairment within “Cost of sales” in the results of discontinued operations above related to the store portfolio optimization review.

The operating lease ROU asset impairment recorded in connection with the store portfolio optimization review in fiscal 2023 did not relieve us of our monthly cash payment obligations under the leases.

We continue to pursue lease terminations or subleases where practicable.

Trade Name and Goodwill Impairment

In connection with our annual impairment testing of goodwill and nonamortizing intangible assets during the fourth quarter of fiscal 2024, and as a result of the decisions made around the strategic review, we determined it was more likely than not that an impairment loss had been incurred with respect to the Family Dollar goodwill and trade name, and proceeded to perform a quantitative impairment test of both assets.

We estimated, with the assistance of a third party specialist, the fair value of the Family Dollar trade name based on an income approach using the relief-from-royalty method.

The significant estimates used in the relief-from-royalty method, which are level 3 inputs, include a company-specific royalty rate, our weighted average cost of capital adjusted by a company-specific risk premium and trade name premium.

The significant estimates used in the relief-from-royalty method, which are level 3 inputs, include estimates of future growth and revenue, a company-specific royalty rate, our weighted average cost of capital adjusted by a company-specific risk premium and trade name premium.

The valuation date for the Family Dollar trade name was November 30, 2024.

The results of the impairment test showed that the carrying value of the Family Dollar trade name exceeded its estimated fair value resulting in the recognition of a $ 950.0 million impairment charge in the fourth quarter of fiscal 2023, which is recorded as a component of “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Operations.

Subsequent to the Family Dollar trade name and long-lived asset impairment tests, we estimated, with the assistance of a third party specialist, the fair value of the Family Dollar reporting unit using a combination of a market multiple method and a discounted cash flow method.

The significant estimates used in the discounted cash flow method, which are level 3 inputs, include our weighted average cost of capital adjusted by a company-specific risk premium, long-term rates of growth and profitability for the Family Dollar reporting unit, working capital effects, and changes in market conditions, consumer trends and strategy.

The market multiple method utilized comparable public company revenue and profitability multiples to estimate the fair value of the Family Dollar reporting unit.

The results of the impairment test showed that the carrying value of the Family Dollar trade name exceeded its estimated fair value resulting in the recognition of a $ 1,400.0 million impairment charge in the fourth quarter of fiscal 2024, which is recorded as a component of “ Selling, general and administrative expenses ” in the results of discontinued operations above.

Subsequent to the Family Dollar trade name and long-lived asset impairment tests, we estimated the fair value of the Family Dollar reporting unit using the expected sale price for the business as negotiated with potential third party buyers.

The valuation date for the Family Dollar reporting unit was November 30, 2024.

The annual goodwill impairment evaluation in 2024 showed that the fair value of the Family Dollar reporting unit was lower than its carrying value resulting in the recognition of a $ 490.5 million impairment charge in the fourth quarter of fiscal 2024.

The annual goodwill and nonamortizing intangible asset impairment evaluations in fiscal 2022 and fiscal 2021 did not result in impairment.

We have recorded cumulative goodwill impairment charges totaling $ 4,109.0 million, all of which relate to the Family Dollar reporting unit and recorded during the fourth quarters of fiscal 2023 ($ 1,069.0 million), fiscal 2019 ($ 313.0 million), and fiscal 2018 ($ 2,727.0 million).

Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended February 3, 2024 and January 28, 2023 are as follows:

(in millions) Dollar Tree Family Dollar Total

Balance at January 29, 2022

$ 424.9 $ 1,559.5 $ 1,984.4

Foreign currency translation adjustments ( 1.3 ) — ( 1.3 )

Balance at January 28, 2023

In the fourth quarter of fiscal 2023, the annual goodwill and nonamortizing intangible asset impairment evaluations resulted in the recognition of a $ 950.0 million trade name impairment charge and a $ 1,069.0 million goodwill impairment charge.

The impairments were the result of the anticipated store closures under the store portfolio optimization review described previously.

The fair value of the trade name was estimated, with the assistance of a third party specialist, based on an income approach using the relief-from-royalty method.

The fair value of the Family Dollar reporting unit was estimated, using the assistance of a third party specialist, using a combination of a market multiple method and a discounted cash flow method.

The market multiple method utilized comparable public company revenue and profitability multiples to estimate the fair value of the Family Dollar reporting unit.

The valuation date for the fiscal 2023 Family Dollar trade name and reporting unit was November 25, 2023.

The annual goodwill and nonamortizing intangible asset impairment evaluations in fiscal 2022 did not result in any impairment charges.

We have recorded cumulative goodwill impairment charges totaling $ 4,599.5 million, all of which relate to the Family Dollar reporting unit and were recorded during the fourth quarters of fiscal 2024 ($ 490.5 million), fiscal 2023 ($ 1,069.0 million), fiscal 2019 ($ 313.0 million), and fiscal 2018 ($ 2,727.0 million).

Note 16 – Subsequent Events

On March 21, 2025, the Company entered into a new revolving credit facility (“new Credit Facility”), with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $ 1.5 billion revolving credit facility, of which up to $ 350.0 million is available for letters of credit.

The new Credit Facility matures on March 21, 2030, subject to extensions permitted under the new Credit Agreement (“new Credit Agreement”).

This new Credit Agreement contains a number of affirmative and negative covenants, similar to the prior Revolving Credit Facility.

In connection with entry into this new Credit Facility, we terminated all commitments and fulfilled all obligations under our previous credit agreement dated December 8, 2021.

Additionally, on March 21, 2025, the Company also entered into a 364 -Day Revolving Credit Facility, with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $ 1.0 billion revolving credit facility.

The 364 -Day Revolving Credit Facility matures on March 20, 2026.

Note 17 – Quarterly Financial Information (Unaudited)

The following table sets forth certain items from the Company’s unaudited consolidated statements of operations for each quarter of fiscal year 2024 and 2023.

The unaudited information has been prepared on the same basis as the audited consolidated financial statements appearing elsewhere in this report that reflect the results of Family Dollar as discontinued operations and includes all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of the financial data shown.

The operating results for any quarter are not necessarily indicative of results for a full year or for any future period.

(in millions, except per share data) First

Quarter Second

Quarter Third

Quarter Fourth

Net sales $ 4,165.6 $ 4,065.5 $ 4,338.0 $ 4,996.7

Gross profit $ 1,476.5 $ 1,391.3 $ 1,534.1 $ 1,879.8

Income from continuing operations, net of tax $ 267.7 $ 142.3 $ 232.3 $ 400.2

Income (loss) from discontinued operations, net of tax (1)

$ 32.4 $ ( 9.9 ) $ 1.0 $ ( 4,096.1 )

Foreign currency translation adjustments ( 0.3 ) — ( 0.3 )

Goodwill impairment — ( 1,069.0 ) ( 1,069.0 )

Balance at February 3, 2024

Net income (loss) $ 300.1 $ 132.4 $ 233.3 $ ( 3,695.9 )

Basic earnings (loss) per share of common stock:

Continuing operations $ 1.23 $ 0.66 $ 1.09 $ 1.86

Discontinued operations 0.15 ( 0.04 ) — ( 19.04 )

Total basic earnings (loss) per share of common stock $ 1.38 $ 0.62 $ 1.09 $ ( 17.18 )

Diluted earnings (loss) per share of common stock:

Continuing operations $ 1.23 $ 0.66 $ 1.08 $ 1.86

Discontinued operations 0.15 ( 0.04 ) — ( 19.03 )

Total diluted earnings (loss) per share of common stock $ 1.38 $ 0.62 $ 1.08 $ ( 17.17 )

Net sales $ 3,931.7 $ 3,873.4 $ 4,003.8 $ 4,961.4

Gross profit $ 1,388.7 $ 1,293.2 $ 1,393.8 $ 1,933.2

Income from continuing operations, net of tax $ 291.6 $ 186.8 $ 255.0 $ 532.4

Income (loss) from discontinued operations, net of tax (2)

$ 7.4 $ 13.6 $ ( 43.0 ) $ ( 2,242.2 )

Note 16 – Store Portfolio Optimization Review

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

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

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

We performed an undiscounted cash flow analysis on each individual store’s asset group, and determined that certain store asset groups had net carrying values that exceeded their estimated undiscounted future cash flows.

Accordingly, we estimated the fair values of the asset groups based on a discounted cash flow method.

For stores that are closing in the first half of fiscal 2024, we estimated the remaining fair value of the asset groups taking into account our ability to generate sublease income or lease termination benefits prior to the end of the lease term.

The significant estimates used in the discounted cash flow methodology, which are based on level 3 inputs, include our expectations for future operations and projected cash flows.

The valuation date for estimating the fair value of the long-lived assets for these stores was November 25, 2023.

As a result of the impairment test for the long-lived assets, we incurred $ 503.9 million of non-cash impairment charges which are included in “Selling, general and administrative expenses” within the accompanying Consolidated Statements of Operations, comprised of $ 152.2 million of property, plant and equipment impairment charges and $ 351.7 million of operating lease ROU asset impairment charges.

The operating lease ROU asset impairment does not relieve us of our monthly cash payment obligations under the lease.

We will pursue lease terminations or subleases where practicable.

In addition, we recorded $ 80.6 million of inventory markdowns and $ 5.6 million of capitalized distribution cost impairment within “Cost of sales” in the accompanying Consolidated Statements of Operations for the stores expected to close in the first half of fiscal 2024.

We also incurred $ 4.3 million in third party consulting fees related to the portfolio optimization review which are included in “Selling, general and administrative expenses” within the accompanying Consolidated Statements of Operations.

Net income (loss) $ 299.0 $ 200.4 $ 212.0 $ ( 1,709.8 )

Basic earnings (loss) per share of common stock:

Continuing operations $ 1.32 $ 0.85 $ 1.16 $ 2.44

Discontinued operations 0.03 0.06 ( 0.19 ) ( 10.29 )

Total basic earnings (loss) per share of common stock $ 1.35 $ 0.91 $ 0.97 $ ( 7.85 )

Diluted earnings (loss) per share of common stock:

Continuing operations $ 1.32 $ 0.85 $ 1.16 $ 2.44

Discontinued operations 0.03 0.06 ( 0.19 ) ( 10.27 )

Total diluted earnings (loss) per share of common stock $ 1.35 $ 0.91 $ 0.97 $ ( 7.83 )

(1) Income (loss) from discontinued operations, net of tax in the fourth quarter of fiscal 2024 includes the following charges:

$ 1,400.0 million trade name impairment, $ 490.5 million goodwill impairment, $ 80.2 million of long-lived asset impairments and a $ 3,438.8 million loss from classification to held for sale.

See Note 15 for further detail.

(2) Income (loss) from discontinued operations, net of tax in the fourth quarter of fiscal 2023 includes the following charges:

$ 950.0 million trade name impairment, $ 1,069.0 million goodwill impairment, $ 500.6 million of long-lived asset impairments, and $ 80.6 million of inventory markdowns and $ 5.6 million of capitalized distribution costs impairment from store closures.

See Note 15 for further detail.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data