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Item 1. Financial Statements

2025-06-04 compared with 2024-12-04 · 217 added, 194 removed, 219 unchanged (65% of the section changed)

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CONDENSED CONSOLIDATED INCOME STATEMENTS

13 Weeks Ended 39 Weeks Ended

(in millions, except per share data) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

13 Weeks Ended

(in millions, except per share data) May 3, 2025 May 4, 2024

Net sales $ 4,636.5 $ 4,165.6

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Interest expense, net 22.7 26.7

Other expense, net 0.1 0.2 0.2 0.2

Income before income taxes 305.8 271.1 876.1 928.5

Other (income) expense, net ( 61.7 ) 0.1

Income from continuing operations before income taxes 423.1 355.1

Provision for income taxes 109.6 87.4

Income from continuing operations 313.5 267.7

Income from discontinued operations, net of tax 29.9 32.4

Net income $ 343.4 $ 300.1

Basic net income per share of common stock

$ 1.09 $ 0.97 $ 3.08 $ 3.23

Diluted net income per share of common stock

$ 1.08 $ 0.97 $ 3.08 $ 3.23

Basic earnings per share of common stock:

Continuing operations $ 1.47 $ 1.23

Discontinued operations 0.14 0.15

Total basic earnings per share of common stock $ 1.61 $ 1.38

Diluted earnings per share of common stock:

Continuing operations $ 1.47 $ 1.23

Discontinued operations 0.14 0.15

Total diluted earnings per share of common stock $ 1.61 $ 1.38

Weighted average common shares outstanding:

215.0 218.9 215.9 220.0

215.2 219.2 216.1 220.5

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

13 Weeks Ended 39 Weeks Ended

(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

13 Weeks Ended

(in millions) May 3, 2025 May 4, 2024

Net income $ 343.4 $ 300.1

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CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value and share data) November 2, 2024 February 3, 2024 October 28, 2023

(in millions, except par value and share data) May 3, 2025 February 1, 2025 May 4, 2024

Current assets:

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Other current assets 179.8 169.8 265.2

Current assets of discontinued operations 4,705.5 5,008.9 2,969.5

Total current assets 8,596.7 9,107.2 6,082.2

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Goodwill 422.6 421.2 422.8

Trade name intangible asset 2,150.0 2,150.0 3,100.0

Deferred tax asset 5.3 9.0 11.1

Deferred income taxes, net 268.7 260.6 8.7

Other assets 133.0 133.6 98.8

Noncurrent assets of discontinued operations — — 7,777.6

Total assets $ 18,291.2 $ 18,644.0 $ 22,110.2

1 unchanged sentence

Current liabilities:

Short-term borrowings $ — $ — $ 229.6

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

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Other current liabilities 549.9 574.4 512.5

Current liabilities of discontinued operations 3,903.7 4,224.9 1,954.2

Total current liabilities 8,236.8 8,585.9 4,756.3

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Other liabilities 186.2 182.6 141.1

Noncurrent liabilities of discontinued operations — — 2,486.2

Total liabilities 14,386.4 14,666.6 14,797.8

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

13 Weeks Ended November 2, 2024

(in millions) Common

Shares Common

Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Earnings Shareholders'

Balance at August 3, 2024

215.0 $ 2.2 $ 22.2 $ ( 49.0 ) $ 7,404.1 $ 7,379.5

Net income — — — — 233.3 233.3

Total other comprehensive loss — — — ( 5.2 ) — ( 5.2 )

Issuance of stock under Employee Stock

Purchase Plan — — 2.0 — — 2.0

Stock-based compensation, net — — 26.5 — — 26.5

Balance at November 2, 2024

215.0 $ 2.2 $ 50.7 $ ( 54.2 ) $ 7,637.4 $ 7,636.1

39 Weeks Ended November 2, 2024

13 Weeks Ended May 3, 2025

(in millions) Common

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Net income — — — — 343.4 343.4

Total other comprehensive loss — — — ( 10.6 ) — ( 10.6 )

Issuance of stock under Employee Stock

Purchase Plan 0.1 — 7.6 — — 7.6

Exercise of stock options — — 0.1 — — 0.1

Stock-based compensation, net 0.3 — 63.7 — — 63.7

Repurchase of stock ( 3.3 ) — ( 247.0 ) ( 153.0 ) ( 400.0 )

Excise tax on repurchases of stock

— — ( 3.6 ) — ( 3.6 )

Balance at November 2, 2024

215.0 $ 2.2 $ 50.7 $ ( 54.2 ) $ 7,637.4 $ 7,636.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)

13 Weeks Ended October 28, 2023

(in millions) Common

Shares Common

Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Earnings Shareholders'

Balance at July 29, 2023

219.9 $ 2.2 $ 446.5 $ ( 40.1 ) $ 8,622.4 $ 9,031.0

Net income — — — — 212.0 212.0

Total other comprehensive loss — — — ( 6.9 ) — ( 6.9 )

Total other comprehensive income — — — 5.6 — 5.6

Issuance of stock under Employee Stock

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— — ( 4.1 ) — — ( 4.1 )

Balance at October 28, 2023

Balance at May 3, 2025

209.5 $ 2.1 $ — $ ( 53.6 ) $ 3,956.3 $ 3,904.8

39 Weeks Ended October 28, 2023

13 Weeks Ended May 4, 2024

(in millions) Common

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Earnings Shareholders'

Balance at January 28, 2023

Balance at February 3, 2024

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

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— — ( 2.8 ) — — ( 2.8 )

Balance at October 28, 2023

Balance at May 4, 2024

215.7 $ 2.2 $ — $ ( 45.6 ) $ 7,355.8 $ 7,312.4

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13 Weeks Ended

(in millions) November 2, 2024 October 28, 2023

(in millions) May 3, 2025 May 4, 2024

Cash flows from operating activities:

Net income $ 343.4 $ 300.1

Adjustments to reconcile net income to net cash provided by operating activities:

Income from discontinued operations, net of tax 29.9 32.4

Income from continuing operations $ 313.5 $ 267.7

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

Depreciation and amortization 151.1 119.0

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Impairments 0.1 —

Other non-cash adjustments to net income 8.3 44.7

Gain on insurance proceeds related to fixed assets ( 41.0 ) —

Other non-cash adjustments to income from continuing operations 3.1 0.5

Changes in operating assets and liabilities:

Merchandise inventories ( 27.6 ) ( 32.5 )

Income taxes receivable — ( 45.6 )

Other current assets ( 18.6 ) ( 7.0 )

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Operating lease right-of-use assets and liabilities, net 19.7 ( 5.8 )

Net cash provided by operating activities 1,788.2 1,429.6

Net cash provided by operating activities of continuing operations 378.5 505.2

Cash flows from investing activities:

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Payments for fixed asset disposition ( 0.1 ) ( 0.2 )

Net cash used in investing activities ( 1,359.1 ) ( 1,322.3 )

Net cash used in investing activities of continuing operations ( 198.9 ) ( 316.7 )

Cash flows from financing activities:

Proceeds from commercial paper notes 3,206.1 948.0

Repayments of commercial paper notes ( 3,206.1 ) ( 718.9 )

Debt-issuance costs ( 3.8 ) —

Proceeds from stock issued pursuant to stock-based compensation plans 2.8 3.9

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Net cash used in financing activities ( 439.4 ) ( 287.8 )

Cash flows from discontinued operations:

Net cash provided by operating activities of discontinued operations 104.5 190.5

Net cash used in investing activities of discontinued operations ( 45.4 ) ( 156.3 )

Net cash provided by discontinued operations 59.1 34.2

Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.7 ( 0.4 )

Net increase (decrease) in cash, cash equivalents and restricted cash 15.5 ( 195.7 )

Net change in cash, cash equivalents and restricted cash ( 200.0 ) ( 65.5 )

Cash, cash equivalents and restricted cash at beginning of period 1,511.2 757.2

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Losses on property, plant and equipment recorded in insurance receivables $ — $ 47.0

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

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

Unless otherwise stated, references to “we,” “us,” and “our” in this quarterly report on Form 10-Q refer to Dollar Tree, Inc.

and its direct and indirect subsidiaries on a consolidated basis.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S.

generally accepted accounting principles for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X.

Note 1 - Description of Business and Basis of Presentation

Dollar Tree, Inc.

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

The accompanying unaudited condensed consolidated financial statements include the financial statements of Dollar Tree, Inc., and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements.

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Securities and Exchange Commission (“SEC”) on March 26, 2025.

The results of operations for the 13 and 39 weeks ended November 2, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year ending February 1, 2025.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of November 2, 2024 and October 28, 2023 and the results of our operations and cash flows for the periods presented.

The results of operations for the 13 weeks ended May 3, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 31, 2026.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of May 3, 2025 and May 4, 2024 and the results of our operations and cash flows for the periods presented.

The February 1, 2025 balance sheet information was derived from the audited consolidated financial statements as of that date.

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All amounts stated herein are in U.S.

Certain prior year amounts have been reclassified to conform with the current year presentation, including proceeds from and repayments of commercial paper notes in the accompanying unaudited Condensed Consolidated Statements of Cash Flows.

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

As discussed in Note 10 , 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.

Net proceeds are estimated to total approximately $ 800 million.

The transaction is expected to close in the second quarter of fiscal 2025.

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for all periods presented.

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

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

Refer to Note 1 0 for additional details on discontinued operations.

Note 2 - Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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 in fiscal 2023 on a retrospective basis, except for the amendments relating to the rollforward requirement, which are effective on a prospective basis beginning in fiscal 2024 within the Annual Report on Form 10-K.

Refer to Note 9 for a discussion of our supply chain finance program.

Recently Issued Accounting Pronouncements

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

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) which requires disclosure of incremental segment information on an annual and interim basis, including enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.

ASU 2023-07 also requires entities to disclose the title and position of the CODM and explain how the CODM uses the reported measures of segment profit or loss in assessing performance and allocating resources.

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 expect ASU 2023-07 to impact only our disclosures with no impact to our consolidated financial condition, results of operations, or cash flows.

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”) which requires entities to disclose specific categories and greater disaggregation of information in the effective tax rate reconciliation, as well as disaggregated disclosure of income taxes paid, pretax income and income tax expense by jurisdiction.

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ASU 2023-09 is effective on a prospective basis for annual periods beginning in fiscal 2025, with retrospective application permitted.

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

We expect ASU 2023-09 to impact only our disclosures with no impact to our consolidated financial condition, results of operations, or cash flows.

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

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Note 3 - Contingencies

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.

In the first quarter of fiscal 2024, a tornado destroyed our Dollar Tree distribution center in Marietta, Oklahoma.

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

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

These losses were fully offset by insurance receivables.

As of November 2, 2024, we have received insurance proceeds totaling $ 90.0 million, including $ 45.0 million related to damaged inventory and $ 45.0 million related to damaged property and equipment.

We expect that the remaining inventory losses and property and equipment losses will be fully offset by insurance recoveries under our distribution center insurance policies.

Expected insurance recoveries for business interruption and redevelopment costs greater than the losses recognized cannot be estimated at this time.

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.

Subsequently, we recorded

additional insurance receivables of approximately $ 12.0 million for other property and equipment-related damage recoveries that are reimbursable under the terms of our insurance policy.

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

In the first quarter of fiscal 2025, we received additional insurance proceeds of $ 70.0 million, including $ 50.0 million related to damaged property and equipment and $ 20.0 million related to damaged inventory.

We recorded a gain of approximately $ 62.0 million for the excess of the insurance proceeds received over the losses incurred for the damaged property and equipment and damaged inventory, which is reflected within “ Other (income) expense, net ” in the accompanying unaudited Condensed Consolidated Income Statements.

Legal Proceedings

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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.

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 court disqualified plaintiffs’ experts and, on that basis, dismissed all the cases filed against us in the multi-district litigation.

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

Resolved Matters

DC 202-Related Matters

As previously reported by the company on its Current Report on Form 8-K filed February 26, 2024, its Annual Report on Form 10-K filed March 20, 2024 and its Quarterly Report on Form 10-Q filed June 5, 2024, Family Dollar Stores, LLC (“Family Dollar”), a wholly-owned subsidiary of the company, has resolved a number of related matters connected to a past rodent infestation at Family Dollar’s West Memphis, Arkansas distribution center (“DC 202”) and recorded charges of $ 56.7 million in fiscal 2023 with respect to such matters.

We do not believe any remaining matters associated with DC 202 will have a material adverse effect on our business, financial condition, or liquidity.

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

We issued and repaid $ 3.2 billion of commercial paper notes during the 39 weeks ended November 2, 2024 and incurred interest expense of $ 3.9 million related to these notes.

As of November 2, 2024, there were no commercial paper notes outstanding.

As of October 28, 2023, we had $ 230.0 million principal amount of commercial paper notes outstanding with a weighted-average interest rate of 5.6 %.

There were no short-term borrowings outstanding at February 3, 2024.

On March 21, 2025, the Company entered into a new revolving credit facility (“Five-Year Credit Facility”), with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $ 1.5 billion revolving

credit facility, of which up to $ 350.0 million is available for letters of credit.

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

The Credit Agreement contains a number of affirmative and negative covenants, similar to the prior revolving credit facility.

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

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.

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

There were no short-term borrowings outstanding at May 3, 2025.

On May 15, 2025, we leveraged our commercial paper program to redeem our $ 1.0 billion 4.00 % Senior Notes, in addition to utilizing available cash.

As of June 2, 2025, we had $ 550.0 million of commercial paper notes outstanding.

Note 5 - Fair Value Measurements

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that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).

We did not record any material impairment charges during the 13 or 39 weeks ended November 2, 2024 or October 28, 2023.

We did not record any material impairment charges during the 13 weeks ended May 3, 2025 or May 4, 2024.

Fair Value of Financial Instruments

The carrying amounts of “Cash and cash equivalents,” “Restricted cash” and “Accounts payable” as reported in the accompanying unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term maturities.

The carrying values of our Revolving Credit Facility and borrowings under our commercial paper program approximate their fair values.

The carrying values of our Five-Year Credit Facility, our 364-Day Revolving Credit Facility and borrowings under our commercial paper program approximate their fair values.

At May 3, 2025, we had no borrowings outstanding under our credit facilities or our commercial paper program.

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

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

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

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

Note 6 - Net Income Per Share

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

13 Weeks Ended 39 Weeks Ended

(in millions, except per share data) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Basic net income per share:

Net income $ 233.3 $ 212.0 $ 665.8 $ 711.4

Weighted average number of shares outstanding 215.0 218.9 215.9 220.0

Basic net income per share $ 1.09 $ 0.97 $ 3.08 $ 3.23

Diluted net income per share:

Note 6 - Earnings Per Share

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

13 Weeks Ended

(in millions, except per share data) May 3, 2025 May 4, 2024

Income from continuing operations $ 313.5 $ 267.7

Income from discontinued operations, net of tax 29.9 32.4

Net income $ 343.4 $ 300.1

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applying the treasury stock method) 0.3 0.3

0.2 0.3 0.2 0.5

Weighted average number of shares and dilutive potential

shares outstanding 215.2 219.2 216.1 220.5

Diluted net income per share $ 1.08 $ 0.97 $ 3.08 $ 3.23

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

Share-based awards of 3.0 million shares and 3.2 million shares were excluded from the calculation of diluted net income per share for the 13 and 39 weeks ended October 28, 2023, respectively, because their inclusion would be anti-dilutive.

Weighted average number of shares and dilutive

potential shares outstanding 213.9 218.1

Basic earnings per share of common stock:

Continuing operations $ 1.47 $ 1.23

Discontinued operations 0.14 0.15

Total basic earnings per share of common stock $ 1.61 $ 1.38

Diluted earnings per share of common stock:

Continuing operations $ 1.47 $ 1.23

Discontinued operations 0.14 0.15

Total diluted earnings per share of common stock $ 1.61 $ 1.38

Share-based awards of 2.6 million shares and 3.1 million shares were excluded from the calculation of diluted net income per share for the 13 weeks ended May 3, 2025 and May 4, 2024, respectively, because their inclusion would be anti-dilutive.

Note 7 - Shareholders’ Equity

We repurchased 3,283,837 shares of common stock on the open market at a cost of $ 403.6 million, including applicable excise tax, during the 39 weeks ended November 2, 2024.

We did not repurchase any shares of common stock during the 13 weeks ended November 2, 2024.

We repurchased 2,176,886 and 3,905,599 shares of common stock on the open market at a cost of $ 252.3 million and $ 504.3 million, including applicable excise tax, during the 13 and 39 weeks ended October 28, 2023, respectively.

At November 2, 2024, we had $ 952.4 million remaining under our existing $ 2.5 billion Board repurchase authorization.

We repurchased 5,926,985 shares of common stock on the open market at a cost of $ 436.8 million, including applicable excise tax, during the 13 weeks ended May 3, 2025.

We repurchased 2,537,302 shares of common stock on the open market at a cost of $ 312.8 million, including applicable excise tax, during the 13 weeks ended May 4, 2024.

Of the shares repurchased during the 13 weeks ended May 3, 2025 and May 4, 2024, $ 5.0 million and $ 37.8 million, respectively, settled subsequent to May 3, 2025 and May 4, 2024, respectively, and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets.

At May 3, 2025, we had $ 519.7 million remaining under our existing $ 2.5 billion Board repurchase authorization.

Subsequent to May 3, 2025, we purchased an additional 779,512 shares of common stock on the open market at a cost of $ 67.5 million, as of June 2, 2025.

Note 8 - Segments and Disaggregated Revenue

We operate more than 16,500 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.

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

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, effective as of the fourth quarter of fiscal 2024, the Company no longer reports the Family Dollar segment;

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

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

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

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

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

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

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

On June 5, 2024, we announced that we had initiated a formal review of strategic alternatives for the Family Dollar business segment, which could include among others, a potential sale, spin-off or other disposition of the business.

There is not a set deadline or definitive timetable for the completion of the strategic alternatives review process, and there can be no assurance that this process will result in any transaction or particular outcome.

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.

If the measurement of a segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation.

Corporate, support and other consists primarily of store support center costs and the results of operations for our Summit Pointe property in Chesapeake, Virginia that are considered shared services and therefore, these selling, general and administrative costs are excluded from our two reporting business segments.

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

13 Weeks Ended 39 Weeks Ended

(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Condensed Consolidated Income Statement Data (Unaudited):

Dollar Tree $ 4,338.0 $ 4,003.8 $ 12,569.1 $ 11,808.9

Family Dollar 3,223.7 3,305.3 9,991.7 10,139.8

Consolidated net sales

$ 7,561.7 $ 7,309.1 $ 22,560.8 $ 21,948.7

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

Our chief operating decision maker (“CODM”) is our chief executive officer of the enterprise.

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

The CODM reviews these metrics to

allocate resources to the segment, primarily in the annual budget and quarterly forecasting process.

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

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

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

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

The accounting policies of the Dollar Tree segment are the same as those described in Note 2 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

We may revise the measurement of the Dollar Tree segment’s operating income, as determined by the information regularly reviewed by the CODM.

If the measurement of the Dollar Tree segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation.

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

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

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

13 Weeks Ended May 3, 2025

Net sales $ 4,636.5 $ — $ 4,636.5

Cost of sales 2,987.0 — 2,987.0

Gross Profit 1,649.5 — 1,649.5

Dollar Tree $ 1,534.1 $ 1,393.8 $ 4,401.9 $ 4,075.7

Family Dollar 803.3 779.2 2,497.7 2,462.4

Consolidated gross profit

$ 2,337.4 $ 2,173.0 $ 6,899.6 $ 6,538.1

Other revenue — 3.2 3.2

Selling, general and administrative expenses 1,126.8 141.8 1,268.6

Operating income (loss) 522.7 ( 138.6 ) 384.1

Dollar Tree $ 465.2 $ 482.7 $ 1,329.5 $ 1,416.2

Family Dollar 1.6 ( 66.3 ) 23.9 ( 45.7 )

Corporate, support and other

( 133.4 ) ( 114.7 ) ( 396.3 ) ( 361.3 )

Consolidated operating income

333.4 301.7 957.1 1,009.2

Interest expense, net 22.7

Other income, net ( 61.7 )

Income from continuing operations before income taxes $ 423.1

Depreciation and amortization expense $ 140.9 $ 10.2 $ 151.1

Capital expenditures $ 238.3 $ 10.5 $ 248.8

13 Weeks Ended May 4, 2024

Net sales $ 4,165.6 $ — $ 4,165.6

Cost of sales 2,689.1 — 2,689.1

Gross Profit 1,476.5 — 1,476.5

Other revenue — 3.3 3.3

Selling, general and administrative expenses 954.2 143.7 1,097.9

Operating income (loss) 522.3 ( 140.4 ) 381.9

Interest expense, net 26.7

Other expense, net 0.1

Income before income taxes $ 305.8 $ 271.1 $ 876.1 $ 928.5

(in millions) November 2, 2024 February 3, 2024 October 28, 2023

Condensed Consolidated Balance Sheet Data (Unaudited):

Dollar Tree $ 422.3 $ 423.3 $ 422.4

Family Dollar 490.5 490.5 1,559.5

Consolidated goodwill

$ 912.8 $ 913.8 $ 1,981.9

Total assets:

Dollar Tree $ 11,695.2 $ 10,315.9 $ 10,095.0

Family Dollar 10,816.1 11,037.0 13,303.7

Corporate, support and other

821.5 670.6 632.5

Consolidated total assets

$ 23,332.8 $ 22,023.5 $ 24,031.2

Income from continuing operations before income taxes $ 355.1

Depreciation and amortization expense $ 108.9 $ 10.1 $ 119.0

Capital expenditures $ 271.4 $ 45.1 $ 316.5

Disaggregated Revenue

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

13 Weeks Ended 39 Weeks Ended

(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Dollar Tree segment net sales by

merchandise category:

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

13 Weeks Ended

(in millions) May 3, 2025 May 4, 2024

Consumable $ 2,336.6 50.4 % $ 2,092.0 50.2 %

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Total Dollar Tree segment net sales $ 4,636.5 100.0 % $ 4,165.6 100.0 %

Family Dollar segment net sales by

merchandise category:

Consumable $ 2,638.8 81.9 % $ 2,711.0 82.0 % $ 8,086.2 80.9 % $ 8,166.4 80.5 %

Home products 207.7 6.4 % 214.7 6.5 % 638.1 6.4 % 677.2 6.7 %

Apparel and accessories 154.8 4.8 % 156.5 4.7 % 486.9 4.9 % 494.1 4.9 %

Seasonal and electronics 222.4 6.9 % 223.1 6.8 % 780.5 7.8 % 802.1 7.9 %

Total Family Dollar segment net sales $ 3,223.7 100.0 % $ 3,305.3 100.0 % $ 9,991.7 100.0 % $ 10,139.8 100.0 %

Note 9 - 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.

We facilitate a voluntary supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us.

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

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

Our outstanding payment obligations under this program were $ 460.5 million and $ 11.8 million as of November 2, 2024 and February 3, 2024, respectively.

We had no outstanding payment obligations under the program as of October 28, 2023.

Our outstanding payment obligations under this program were $ 352.0 million, $ 346.5 million and $ 42.4 million as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively.

Note 10 – Discontinued Operations

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

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

On March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to 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.

Net proceeds are estimated to total approximately $ 800 million.

The transaction is expected to close in the second quarter of fiscal 2025.

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for all periods presented.

Financial Information of Discontinued Operations

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

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

13 Weeks Ended

(in millions) May 3, 2025 May 4, 2024

Net sales $ 3,309.6 $ 3,460.8

Other revenue 2.4 3.1

Total revenue 3,312.0 3,463.9

Cost of sales 2,321.4 2,589.6

Selling, general and administrative expenses 698.7 835.6

Operating income 291.9 38.7

Interest income 1.6 2.3

Loss from classification to held for sale 258.4 —

Income from discontinued operations before income taxes 35.1 41.0

Provision for income taxes 5.2 8.6

Income from discontinued operations, net of tax $ 29.9 $ 32.4

Depreciation expense related to discontinued operations was $ 111.2 million for the 13 weeks ended May 4, 2024.

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 unaudited Condensed Consolidated Balance Sheets:

(in millions)

May 3, 2025 February 1, 2025 May 4, 2024

Cash and cash equivalents $ 227.1 $ 179.0 $ 227.9

Merchandise inventories 2,330.5 2,456.4 2,552.1

Other current assets 188.0 200.9 189.5

Property, plant and equipment, net 2,256.3 2,268.0 2,354.7

Operating lease right-of-use assets 2,559.1 2,580.6 2,769.4

Goodwill — — 490.5

Trade name intangible asset 750.0 750.0 2,150.0

Other assets 10.5 12.8 13.0

Valuation allowance to adjust assets to estimated fair value,

less costs of disposal ( 3,616.0 ) ( 3,438.8 ) —

Total assets of discontinued operations $ 4,705.5 $ 5,008.9 $ 10,747.1

Current portion of operating lease liabilities $ 584.4 $ 598.5 $ 608.2

Accounts payable 880.5 977.5 961.5

Other current liabilities 336.7 378.6 384.5

Operating lease liabilities, long-term 1,966.3 2,134.5 2,350.1

Other liabilities 135.8 135.8 136.1

Total liabilities of discontinued operations $ 3,903.7 $ 4,224.9 $ 4,440.4

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

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

As of May 3, 2025, we remeasured the fair value of the Family Dollar business, including costs to sell and recorded an additional valuation allowance of $ 258.4 million.

In addition, during the first quarter of fiscal 2025, certain assets and liabilities of the Family Dollar business were moved out of held for sale as they will be retained by Dollar Tree.

The assets and liabilities included 57 combo stores that will be converted to Dollar Tree stores, and were reclassified as held and used at their fair value, which resulted in a $ 71.4 million reduction to the valuation allowance.

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

The valuation allowance was recorded within “Loss from classification to held for sale” in the summarized results of operations of discontinued operations for the 13 weeks ended May 3, 2025.

Capital expenditures related to discontinued operations were $ 44.1 million and $ 155.7 million for the 13 weeks ended May 3, 2025 and May 4, 2024, respectively.

Note 11 - Condensed Consolidated Financial Statement Details

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

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

(in millions) May 3, 2025 May 4, 2024

Cash and cash equivalents on the Condensed Consolidated Balance Sheets $ 1,007.4 $ 390.6

Restricted cash on the Condensed Consolidated Balance Sheets 76.7 73.2

Cash, cash equivalents and restricted cash of discontinued operations

included in current assets of discontinued operations on the Condensed

Consolidated Balance Sheets 227.1 227.9

Total cash, cash equivalents and restricted cash on the Condensed

Consolidated Statements of Cash Flows $ 1,311.2 $ 691.7

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-Q

Item 1. Financial Statements