Managing Fixed and Variable Costs for Organization

Attached is the information for Dollar Tree to be used:

In a ONE slide power point I need the following question answered for Dollar Tree:

Analyze your company cost construction. Does the company have high fixed costs or low fixed costs?

30Years and Growing

1
$ at a time

years strong, or

12 0
profitable fiscal quarters, or

1,56

weeks of sustained growth to our

14,33

locations across the U.S. and Canada, with

each store dedicated to making shopping a
fun, exciting, rewarding experience for every

of our customers.

2016 Annual Report

1986 – Opened its first five
stores – named Only $1.00

(3 VA, GA, TN)

14,3

stores at year-end,
serving customers
with great values
and convenience.

Delivering Value
and Convenience
to Customers
for 30 Years.
Dollar Tree, Inc. is the world’s leading operator
of $1 price-point variety stores. The Company
also offers value at the fixed price-point
of $1.25 CAD at its 226 stores in Canada.
Additionally, the Company operates nearly
8,000 stores under the Family Dollar banner,
which provides customers with a broad
selection of competitively priced merchandise
in convenient neighborhood store locations.
Overall, Dollar Tree operates more than 14,300
stores across the 48 contiguous states and
five Canadian provinces, supported by a
coast-to-coast logistics network and more
than 176,000 associates.

A Fortune 200 Company, Dollar Tree has
served North America for more than 30 years.
The Company utilizes store support centers
in Chesapeake, Virginia and Matthews,
North Carolina. Dollar Tree continues to grow
and is reaching new customers on-line at
www.DollarTree.com.

Dollar Tree 2016 Annual Report 1

2012 2013 2014 2015 201

8.6

15.5

20.

7.87.4

NET SALES
($ in Billions)

2012 2013 2014 2015 20

$2.

$1.

$3.7

$2.72$2.

EARNINGS PER SHARE

Financial Highlights

(a) On July 6, 2015, Dollar Tree acquired Family Dollar Stores, Inc. The results of operations for Family Dollar are included in Dollar Tree’s results of operations
beginning on July 6, 2015.
(b) The 2014 results include interest and expense totalling $75.2 million related to the acquisition of Family Dollar Stores, Inc. The impact of these expenses

represented $0.22 per diluted share.

(c) The 2012 results include the impact of a 53rd week, commensurate with the retail calendar, and a gain on the sale of our investment in Ollie’s Holdings, Inc.
The extra week contributed $125 million of revenue and $0.08 diluted earnings per share. The gain on the Ollie’s sale amounted to $0.16 diluted earnings
per share. All other fiscal years reported in the table contain

weeks.

(d) Reflects 2-for-1 stock split in June 2012.

(e) Family Dollar was not included in the determination of these items.

(f) Family Dollar was only included in the determination of these items for the year ended January 28, 2017.

2016 2015(a) 2014(b) 2013 2012(c)

Income Statement Data:
Net sales $20,719.2 $15,498.4 $ 8,602.2 $ 7,840.3 $ 7,394.5
Gross profit 6,394.7 4,656.7 3,034.0 2,789.8 2,652.7
Selling, general and administrative expenses 4,689.9 3,607.0 1,993.8 1,819.5 1,732.6
Operating income 1,704.8 1,049.7 1,040.2 970.3 920.1
Net income 896.2 282.4 599.2 596.7 619.

Margin Data (as a percentage of net sales):
Gross profit 30.8% 30.1% 35.3% 35.6% 35.9%
Selling, general and administrative expenses 22.6% 23.3% 23.2% 23.2% 23.5%
Operating income 8.2% 6.8% 12.1% 12.4% 12.4%
Net income 4.3% 1.8% 7.0% 7.6% 8.4%
Per Share Data:
Diluted net income per share(d) $ 3.78 $ 1.26 $ 2.90 $ 2.72 $ 2.68

Balance Sheet Data as of Fiscal Year End:
Cash and cash equivalents and short-term investments $ 870.4 $ 740.1 $ 864.1 $ 267.7 $ 399.9
Working capital 1,832.1 1,840.5 1,133.0 692.2 797.3
Total assets 15,701.6 15,901.2 3,492.7 2,767.7 2,750.4
Total debt, including capital lease obligations 6,3

.8 7,465.5 757.0 769.8 271.3
Shareholders’ equity 5,389.5 4,406.9 1,785.0 1,170.7 1,667.3

Selected Operating Data:
Number of stores open at end of period 14,334 13,851 5,367 4,992 4,6

Gross square footage at end of period 138.8 132.1 58.3 54.3 50.

Selling square footage at end of period 112.4 108.4 46.5 43.2 40.5
Selling square footage annual growth(f ) 3.7% 10.3% 7.4% 6.9% 7.7%
Net sales annual growth(e) 8.6% 8.5% 9.7% 6.0% 11.5%
Comparable store net sales increase(e) 1.8% 2.1% 4.3% 2.4% 3.4%
Net sales per selling square foot(f ) $ 188 $ 191 $ 192 $ 187 $ 190
Net sales per store(f ) $ 1.5 $ 1.6 $ 1.7 $ 1.6 $ 1.6
Selected Financial Ratios:
Return on assets(f ) 5.7% 11.4% 19.1% 21.6% 24.4%
Return on equity(f ) 18.3% 31.5% 40.5% 42.1% 41.1%
Inventory turns(f ) 4.1 4.5 4.4 4.1 4.3

1999 – Annual sales hit
$1 billion.

1997 – Broke ground on
first distribution center and

Store Support Center in
Chesapeake, VA.

1993 – Company name
changed from Only $1.00

to Dollar Tree Stores.

1995 – Dollar Tree went
public on NASDAQ at $15
per share. Market cap of

$225 million.

$1B

Dollar Tree 2016 Annual Report

To Our
Shareholders:

For 30 years, Dollar Tree has served an ever-increasing number of customers
with great value and convenience. We are a large organization – with
more than 14,300 retail stores across North America. And we are a growth
company – with plans to open hundreds of brand new stores in 2017.
We operate two well-established banners – Dollar Tree and Family Dollar –
that uniquely position us to serve more customers in all markets.

Our Dollar Tree segment is the leading operator of discount variety
stores offering merchandise at the fixed price point of $1.00 in the United
States and $1.25 CAD in our Canadian store locations. Our Family Dollar
segment operates general merchandise discount retail stores providing
customers with a selection of competitively priced merchandise in
convenient neighborhood stores.

2016 was a year of significant achievement and progress for Dollar Tree.
We continue to be a large and growing company with a long history of
sector leading profitability. With great focus on meeting the evolving needs
of our shoppers, our store concepts are increasingly relevant. We serve
an extremely loyal and growing customer base, and our business model
is resilient, as demonstrated through a variety of economic scenarios
over time. When times are tough, we are part of the solution by helping
consumers stretch their paycheck. When times are better, that consumer is
still focused on value and convenience.

We look forward to the profitable growth of our two banners – Dollar Tree
and Family Dollar – for many years to come. The future of Dollar Tree has
never been brighter!

2016 was a Record Year for

Dollar Tree

Our record results in 2016 included…

• Net sales increasing 33.7% to $20.7 billion.
• Processing more than 2.2 billion customer transactions.
• Same-store sales, on a constant-currency basis, increasing 1.8% on top

of a 2.1% same-store sales increase in the prior year.

Bob Sasser,
Chief Executive Officer

Dollar Tree 2016 Annual Report 3

• Delivering our 36th consecutive quarter of
positive same-stores sales.

• Operating income improving 62.4% to a
record $1.70 billion.

• Earnings increasing to a record $3.78 per
diluted share.

• Opening 584 new stores, expanding or
relocating 184 stores, re-bannering 96
Family Dollar stores to Dollar Tree stores,
and increasing selling square footage by
3.7% to 112.4 million square feet. Ending the
year with 14,334 stores.

• Successfully completing the planned conversions
of our Deals and Family Dollar stores.

• And, at year-end, employing more than
176,000 associates across North America.

The Green Banner – Dollar Tree – Everything is $1
Dollar Tree has evolved from a small, regional mall-
based retailer to a national leader in the discount
retail sector. We continue to serve a broad range of
income levels through primarily suburban locations.
Our balanced mix of products and tremendous
offering of values positions us as a first stop for
customers’ needs and wants.

Our focus is, and always has been, based on the
customer. Our concept is unique and customers love
it: everything is $1.00, every day at Dollar Tree stores.
The vision of a parent handing their child a dollar
bill and giving them permission to “buy anything
in the store” is powerful. We are vigilant about
understanding what our customers need, and we do
our best to provide it to them. We strive to deliver
the “Wow” factor to every customer. Our stores are
convenient, bright, fun, friendly, and filled with great
merchandise at tremendous values.

Our merchandising model is powerful and
flexible. Our product assortments are planned to offer
the greatest value to the customer for $1.00, and to
do so at a cost that meets our merchandise margin
threshold. We utilize this strategy of ever-changing
assortments to our advantage. Our customers
expect there is always something new at Dollar
Tree. Customers can find a balanced assortment of
the high-value basics they need, and fun, exciting
discretionary merchandise they want, on each and
every store visit. Seasonal assortments are fresh

and colorful, providing merchandise energy to the
customers’ shopping experience as they enter the
front door at the stores.

This strategic advantage has been validated
by results in varying consumer climates. History
demonstrates that we have increased our relevance
throughout both inflationary and deflationary cycles
by leveraging our scale and our flexibility to change
the product or the source, while maintaining our
focus on providing surprising value to our customers
and achieving margin targets. We are different. When
faced with cost pressures, most retailers “keep the
item and change the price.” At Dollar Tree, we “keep
the price and change the item” to continue delivering
great values at our $1 price point. And our customers
love us for this approach.

The Red Banner – Family Dollar – Value & Convenience
Family Dollar serves a need. Most of its customers
live, work, and shop within close proximity to a
Family Dollar store. Accordingly, Family Dollar is their
neighborhood store. We are extremely committed
to providing our customers a store where they are
proud to shop.

Since acquiring Family Dollar in July 2015, our
focus has been on:

• The Customer – An intense focus on the value
customer and delivering the merchandise
assortment to better serve their needs. This
includes a mix of name brand and private
label basics alongside variety and seasonally
relevant product. We are committed to EDLP by
delivering everyday values at competitive prices.

• Improving sales per foot and inventory
productivity by expanding high performing
categories and eliminating products that do
not meet our sales and profitability thresholds.

• Enhancing the customer experience and
improving the table stakes by consistently
delivering on the promise of a bright, clean
and friendly store to shop. We are tracking key
metrics closely to monitor our progress.

• Increasing new store, remodel and expansion
performance with a keen focus on profitability
improvement metrics and ROIC.

We are just over 18 months into our integration,
and customers are delighted to be seeing cleaner
stores, better product assortments, greater values,

2004 – Opened 1st store in
North Dakota, operates stores

in all 48 contiguous states.

2006 – Celebrated 20th
anniversary and opened

its 3,000th store.

2008 – Earned spot
in Fortune 500.

2010 – Opened 4,000th store;
entered Canada with acquisition

of 86 Dollar Giant stores.

2009 – Annual sales
hit $5 billion.

$5B

Dollar Tree 2016 Annual Report4

more consistent in-stocks and improved customer service. By effectively
delivering these critical elements to our customers, we hope to earn their
visits on a more consistent and frequent basis.

There have been no surprises that diminish our vision and plans for
value creation. In fact, as we improve retail operations, there is increased
enthusiasm for the opportunity this merger presents to grow and to serve
more customers in more ways. We have great confidence in our disciplined
approach to continue improving the customer experience at Family Dollar,
and in our ability to capture synergies for the combined organization.
With a focus on managing our business in real-time, our eyes are on the
horizon as we develop the foundation for a larger, stronger, and more
diversified business that will generate cash and build shareholder value
for years to come.

Continuing Runway for Profitable Growth
Our strategy remains unchanged – to deliver great values and convenience
to our customers every day. With the combination of our complementary
brands – Dollar Tree and Family Dollar – we have the unparalleled
opportunity in Value Retail to serve more customers in all markets.

We believe we are in the most attractive sector in retail. Shoppers today
are increasingly focused on Value and Convenience. And that is exactly what
Dollar Tree and

Family Dollar stores provide – Value and Convenience.

Our plans for 2017 include opening hundreds of new stores. We will
remodel, relocate or expand approximately 100 stores. Additionally, we
plan to renovate many of our older Family Dollar stores. Overall, selling
square footage is expected to expand by 3.9% for 2017.

In addition to adding new stores, running better stores is just as critical
for our business. We operate in an environment of continuous improvement
and are never satisfied with the status quo. We are relentless in identifying
ways to be more productive and efficient throughout our business,
including store operations, merchandising, supply chain and back-office
support and the use of technology.

We continue to be pleased with the development, growth and
performance of our on-line business at Dollar Tree Direct. Launched in 2009,
our e-commerce platform provides an opportunity to broaden our customer
base, drive incremental sales, expand the brand and attract more customers
into our stores. Whether customers prefer to contact Dollar Tree Direct via
their phones, their tablets, their laptops or their desktops, we are ready and
able to connect with them. Please check us out at DollarTree.com.

Commitment to Corporate Governance and Growing Shareholder Value
Dollar Tree has demonstrated a long-standing commitment to responsible
corporate governance and to delivering value for our long-term shareholders.

Our Board of Directors is active and engaged in our business. The
majority of the Board is comprised of independent directors; we have a
lead independent director and all of the standing committees of the Board
consist entirely of independent directors. The Board regularly reviews
the Company’s governance practices and has made several changes in
recent years. We continue to maintain an open dialogue with shareholders

Dollar Tree 2016 Annual Report 5

on governance-related matters, and we seek to
enhance our understanding of the evolving corporate
governance best practices within our industry.

We believe in strict adherence to our core values
of honesty, integrity and transparency in all aspects of
our business. These values are reflected in the strength
of our financial controls and in our relationships
with customers, vendor partners, associates and
our shareholders.

For 2016, we again achieved a “clean bill of
health” with no material control weaknesses noted
in our assessment, supporting that our accounting
and reporting processes are in compliance with the
requirements of Sarbanes-Oxley legislation.

Dollar Tree has consistently generated significant
cash flow and has been a prudent manager of capital
for the benefit of long-term shareholders. The best use
of capital, in our view, is to support continued growth
of the business at a sustainable pace.

Our Future is Bright!
I am extremely proud of our combined Family Dollar
and Dollar Tree teams. The progress made on our
integration throughout 2016 was significant. I would
like to thank every one of our more than 176,000
associates for their commitment, their dedication, and
their ongoing focus on serving our customers.

We will continue to employ a disciplined approach
to driving key strategic initiatives to the combined
enterprise through improved communication, analysis,
collaboration and incentives. We are confident that
continuing to place our emphasis in these areas can
materially enhance the operating performance of
our Dollar Tree and Family Dollar banners through
improvements in sales, margins, expense control and
greater customer satisfaction.

As I look to the future, I see even more exciting
opportunity. Our Company is strong. We are positioned
to continue growing profitably for many years ahead.
The Dollar Tree and Family Dollar brands are the
benchmark of value for our customers’ basic variety
store needs and wants. We are constantly searching
for more and better ways to serve an expanding base
of customers, create jobs in the markets we serve and
development opportunities for our associates, while
continuing to deliver value to our shareholders.

We remain committed to a concept that customers
love. We have a vision of where we want to go and the
infrastructure, capital and most importantly, a talented
management team with a long history of retail success
to lead us there.

We are 30 years into this journey, and our best years
are ahead of us!

Bob Sasser
Chief Executive Officer

We believe we are in the most attractive sector in retail.

Shoppers today are increasingly focused on Value and

Convenience. And that is exactly what Dollar Tree and

Family Dollar stores provide – Value and Convenience.

2014 – Opened 5,000th store
and announced agreement to

acquire Family Dollar Stores, Inc.

2012 2013 2014 2015 2016

5,3

13,851 14,334

4,9924,671

NUMBER OF STORES
(at year-end)

Family Dollar StoresDollar Tree

Stores

30 Years and
Still Priced at
$1 per Item.
At Dollar Tree, we strive to exceed our
customers’ expectations of the variety and
quality of products that they can purchase
for $1.00 by offering items that we believe
typically sell for higher prices elsewhere.

Over the past 30 years, business costs
related to: labor, merchandise, real estate and
transportation have all inflated. Yet, we have
maintained our

fixed price point of $1.00.

And our customers love us for that. We have
delivered 36 consecutive quarters of same-
store sales increases.

We also offer an on-line avenue to connect
with our customers at DollarTree.com. We are
pleased with the sales and traffic growth of
Dollar Tree Direct. In addition to selling product,
we share gift and craft ideas, how-to videos,
ratings, reviews and much more.

Our Dollar Tree segment

is the leading operator

of discount variety stores

offering merchandise at the

fixed price point of $1.00.

Dollar Tree 2016 Annual Report 7

Family Dollar’s “Save to Win” game
show hosted by Celebrity Chef Pat Neely
premiers on The CW.

2015 – Dollar Tree completed
acquisition of Family Dollar on

July 6, 2015 and joined Fortune
200 (ranked #180).

Another Avenue
of Growth –
our Family
Dollar Banner.
In July 2015, Dollar Tree completed its
acquisition of Family Dollar stores, which
diversified our business and provides us the
opportunity to reach more customers with a
complementary

banner.

Our Family Dollar stores provide customers
with a quality, high-value assortment of basic
necessities and seasonal merchandise. We offer
competitively priced national brands from
leading manufacturers alongside name brand,
equivalent-value, lower-priced private labels.

We see a tremendous opportunity
to continue growing and improving the
Family Dollar business and have identified the
opportunity for more than 15,000 domestic
store locations.

Continuing to
grow and improve
our Family Dollar

banner.

Dollar Tree 2016 Annual Report 9

$26.5B
Our current DC

network is capable
of supporting

approximately $26.5
billion in annual sales.

2016 – Annual sales
hit $20 billion.

$20B

30 Years of
Supporting
Profitable Store
Growth.
We have developed a strong and efficient
distribution network to support our ability
to grow and maintain a low-cost operating
structure. In 2016, we completed our new
1.5 million square foot, fully automated
South Carolina distribution center. We also
expanded our Stockton, California facility,
as well as opening our first co-branded DC
in St. George, Utah, serving both banners
from one distribution location. Third-party Canadian Facilities

Dollar Tree

Distribution Centers

Family Dollar Distribution Centers

Distribution Center Serves Both Banners

Dollar Tree 2016 Annual Report 11

Dollar Tree 2016 Annual Report

9,000
jobs were created in

2016 as a result of the
growth of Dollar Tree

and Family Dollar.

30 Years of
Helping Others.
We are fortunate to have the opportunity
to make a

difference in the lives of people

all across North America. First and foremost,
we help customers stretch their household
budgets. Additionally, our social impact
reaches further through a variety of programs
and practices that include philanthropic
efforts, the impact on local economic
development, our employee culture and the
Company’s expectations of business partners.

By continuing to grow our store base,
we are supporting our local communities
through job creation and assisting our
customers to manage their household
budgets by delivering great values. Our plans
for 2017 include opening 650 new stores.

The Company’s corporate giving
program benefits people on a national level
as well. We support many national programs,
including Operation Homefront and Boys and
Girls Clubs of America.

Since 2007, Dollar Tree customers have
donated tens of millions of toys and other
items to the families of U.S. Armed Forces
personnel through Operation Homefront.
These items are collected at our stores and
distributed by Operation Homefront at U.S.
military bases nationwide. This process takes
place throughout the year with holiday toy
drives, back-to-school supply collections and
emergency need collections.

“We are fortunate to have

the opportunity to make a

difference in the lives of people

all across North America.”

Dollar Tree, Inc. 2016 Form 10-K

DT_2016 AR-10k Covers Final.indd 1 4/17/17 3:32 PM

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 205

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended January 28, 2017

Commission File No.: 0-254

DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)

Virginia 26-20188

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

500 Volvo Parkway, Chesapeake, VA 233

(Address of principal executive offices)

Registrant’s telephone number, including area code: (757) 321-5000

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered

Common Stock (par value $.01 per share) NASDAQ

Securities Registered Pursuant to Section 12(g) of the Act:
None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes (X) No ( )

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.

Yes ( ) No (X)

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes (X) No ( )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).

Yes (X) No ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.

Large accelerated filer (X) Accelerated filer ( )
Non-accelerated filer ( ) Smaller reporting company ( )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ( ) No (X)

The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 29, 2016, was $21,781,519,553,
based on a $96.10 average of the high and low sales prices for the Common Stock on such date. For purposes of this computation,
all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission
that such executive officers and directors are, in fact, affiliates of the Registrant.

On March 23, 2017, there were 236,297,936 shares of the Registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information regarding securities authorized for issuance under equity compensation plans called for in Item 5 of Part II and
the information called for in Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the definitive Proxy Statement
for the Annual Meeting of Stockholders of the Company to be held June 15, 2017, which will be filed with the Securities and
Exchange Commission not later than May 26, 2017.

DOLLAR TREE, INC.
TABLE OF CONTENTS

Page
PART I

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

Item 6. Selected Financial Data

Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

6
12

91
91
91
91
91

A WARNING ABOUT FORWARD-LOOKING STATEMENTS: This document contains “forward-looking statements” as
that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address future events,
developments and results. They include statements preceded by, followed by or including words such as “believe,” “anticipate,”
“expect,” “intend,” “plan,” “view,” “target” or “estimate.” For example, our forward-looking statements include statements
regarding:

• the benefits, results and effects of the Family Dollar acquisition and integration and the combined Company’s plans,
objectives, expectations (financial or otherwise), including synergies, the cost to achieve synergies and the effect on
earnings per share;

• the financial and operating performance of the divested stores and the ability of the divestiture buyer to perform its
obligations to Family Dollar under the divestiture agreement;

• the ability to retain key personnel at Family Dollar and Dollar Tree;

• our anticipated sales, including comparable store net sales, net sales growth and earnings growth;

• the potential effect of future law changes, including border-adjustment taxes and tariffs, the Fair Labor Standards
Act as it relates to the qualification of our managers for exempt status, minimum wage, and health care law;

• the outcome and costs of pending or potential litigation or governmental investigations;

• our growth plans, including our plans to add, rebanner, expand or relocate stores, our anticipated square footage
increase and our ability to renew leases at existing store locations;

• the average size of our stores to be added in 2017 and beyond;

• the effect on merchandise mix of consumables and the increase in the number of our stores with freezers and coolers
on Dollar Tree’s gross profit margin and sales;

• the net sales per square foot, net sales and operating income of our stores;

• the potential effect of inflation and other economic changes on our costs and profitability, including the potential
effect of future changes in minimum wage rates and overtime regulations and our plans to address these changes,
shipping rates, domestic and import freight costs, fuel costs and wage and benefit costs;

• our gross profit margin, earnings, inventory levels and ability to leverage selling, general and administrative and
other fixed costs;

• our seasonal sales patterns including those relating to the length of the holiday selling seasons;

• the capabilities of our inventory supply chain technology and other systems;

• the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced
from China;

• the capacity, performance and cost of our distribution centers;

• our cash needs, including our ability to fund our future capital expenditures and working capital requirements;

• our expectations regarding competition and growth in our retail sector; and

• management’s estimates associated with our critical accounting policies, including inventory valuation, accrued
expenses, the Family Dollar purchase price allocation and income taxes.

For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you
should carefully review the risk factors described in “Item 1A. Risk Factors” beginning on page 12 of this Form 10-K, as well as
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 27 of this
Form 10-K.

Our forward-looking statements could be wrong in light of these risks, uncertainties and assumptions. The future events,
developments or results described in this report could turn out to be materially different. We have no obligation to publicly update
or revise our forward-looking statements after the date of this annual report and you should not expect us to do so.

Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, it is
against our policy to selectively disclose to them any material, nonpublic information or other confidential commercial information.
Accordingly, shareholders should not assume that we agree with any statement or report issued by any securities analyst regardless
of the content of the statement or report as we have a policy against confirming information issued by others. Thus, to the extent
that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

INTRODUCTORY NOTE: Unless otherwise stated, references to “we,” “our” and “us” generally refer to Dollar Tree, Inc. and
its direct and indirect subsidiaries on a consolidated basis. Unless specifically indicated otherwise, any references to “2017” or
“fiscal 2017”, “2016” or “fiscal 2016”, “2015” or “fiscal 2015”, and “2014” or “fiscal 2014”, relate to as of or for the years ended
February 3, 2018, January 28, 2017, January 30, 2016 and January 31, 2015, respectively.

AVAILABLE INFORMATION

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our
website at www.dollartree.com as soon as reasonably practicable after electronic filing of such reports with the SEC.

PART I

Item 1. BUSINESS

Overview

We are a leading operator of discount variety stores. We believe the convenience and value we offer are key factors in growing
our base of loyal customers. At January 28, 2017, we operated 14,334 discount variety retail stores. Our stores operate under the
names of Dollar Tree, Family Dollar and Dollar Tree Canada.

On July 6, 2015, we completed our purchase of Family Dollar Stores, Inc. and its more than 8,200 stores. This transformational
transaction created the largest discount retailer (by store count) in North America. The Dollar Tree and Family Dollar banners
have complementary business models. Everything is $1.00 at Dollar Tree while Family Dollar is a neighborhood variety store
offering merchandise largely for $10 or less. Also, on October 13, 2015, we announced our plans to convert all Deals and Dollar
Tree Deals stores to one of our two primary banners, Dollar Tree or Family Dollar. On November 1, 2015, we completed the
transaction pursuant to which we divested 330 Family Dollar stores, 325 of which were open at the time of the divestiture, to
Dollar Express LLC, a portfolio company of Sycamore Partners, in order to satisfy a condition as required by the Federal Trade
Commission in connection with our purchase of Family Dollar.

We operate in two reporting business segments: Dollar Tree and Family Dollar.

Dollar Tree

Our Dollar Tree segment is the leading operator of discount variety stores offering merchandise at the fixed price point of
$1.00. The Dollar Tree segment includes 6,360 stores operating under the Dollar Tree and Dollar Tree Canada brands, 11 distribution
centers in the United States and two in Canada and a Store Support Center in Chesapeake, Virginia. Our stores range from
predominantly 8,000 – 10,000 selling square feet. In our Dollar Tree stores in the United States, we sell all items for $1.00 or less
and in our Dollar Tree Canada stores, we sell all items for $1.25(CAD) or less. Our revenue and assets in Canada are not material.

We strive to exceed our customers’ expectations of the variety and quality of products that they can purchase for $1.00 by
offering items that we believe typically sell for higher prices elsewhere. We buy approximately 57% to 59% of our merchandise
domestically and import the remaining 41% to 43%. Our domestic purchases include basic, seasonal, home, closeouts and
promotional merchandise. We believe our mix of imported and domestic merchandise affords our buyers flexibility that allows
them to consistently exceed our customer’s expectations. In addition, direct relationships with manufacturers permit us to select
from a broad range of products and customize packaging, product sizes and package quantities that meet our customers’ needs.

All Dollar Tree stores in the United States accept cash, checks, debit cards and credit cards. We added freezers and coolers
to certain stores and increased the amount of consumable merchandise carried by those stores. We believe this initiative helps
drive additional transactions and allows us to appeal to a broader demographic mix. We added freezers and coolers to 500 additional
stores in 2016. As of January 28, 2017, we have freezers and coolers in approximately 4,785 of our Dollar Tree stores. We plan
to install them in 400 additional stores by the end of fiscal 2017. Along with the rollout of freezers and coolers, we have increased
the number of stores accepting Electronic Benefits Transfer (EBT) cards and food stamps (under the Supplemental Nutrition
Assistance Program (“SNAP”)) to approximately 6,055 stores as of January 28, 2017.

At any point in time, we carry approximately 7,200 items in our stores and as of the end of 2016 approximately 35% of our
items are automatically replenished. The remaining items are pushed to the stores and a portion can be reordered by our store
managers on a weekly basis. Through automatic replenishment and our store managers’ ability to order product, each store manager
is able to satisfy the demands of their particular customer base.

We maintain a balanced selection of products within traditional variety store categories. We offer a wide selection of everyday
basic products and we supplement these basic, everyday items with seasonal, closeout and promotional merchandise. We attempt
to keep certain basic consumable merchandise in our stores continuously to establish our stores as a destination and increase traffic
in our stores. Closeout and promotional merchandise is purchased opportunistically and represents less than 10% of our purchases.

The merchandise mix in our Dollar Tree stores consists of:

• consumable merchandise, which includes candy and food, health and beauty care, and everyday consumables such as
household paper and chemicals, and in select stores, frozen and refrigerated food;

• variety merchandise, which includes toys, durable housewares, gifts, stationery, party goods, greeting cards, softlines,
and other items; and

• seasonal goods, which includes, among others, Valentine’s Day, Easter, Halloween and Christmas merchandise.

The following table displays the percentage of net sales of each major product group for the years ended January 28, 20

and January 30, 2016:

January 28, January 30,
Merchandise Type 2017 2016
Consumable 48.9% 49.1%
Variety 46.5% 46.4%
Seasonal 4.6% 4.5%

Family Dollar

Our Family Dollar segment operates general merchandise discount retail stores providing customers with a selection of
competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of our operations under
the Family Dollar brand, 11 distribution centers and a Store Support Center in Matthews, North Carolina. Our stores range from
predominantly 6,000 – 8,000 selling square feet. In our 7,974 Family Dollar stores, we sell merchandise at prices that generally
range from $1.00 to $10.00.

Our Family Dollar stores provide customers with a quality, high-value assortment of basic necessities and seasonal
merchandise. We offer competitively-priced national brands from leading manufacturers alongside name brand equivalent-value
lower-priced private labels. We purchase merchandise from a wide variety of suppliers and generally have not experienced difficulty
in obtaining adequate quantities of merchandise. In fiscal 2016, we purchased approximately 15% of our merchandise through
our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers. In addition,
approximately 16% of our merchandise is imported directly.

While the number of items in a given store can vary based on the store’s size, geographic location, merchandising initiatives
and other factors, our typical store generally carries approximately 7,100 basic items alongside items that are ever-changing and
seasonally-relevant throughout the year.

The merchandise mix in our Family Dollar stores consists of:

• consumable merchandise, which includes food, tobacco, health and beauty aids, household chemicals, paper
products, hardware and automotive supplies, diapers, batteries, and pet food and supplies;

• home products, which includes housewares, home décor, giftware, and domestics, including blankets, sheets and
towels;

• apparel and accessories merchandise, which includes clothing, fashion accessories and shoes; and

• seasonal and electronics merchandise, which includes Valentine’s Day, Easter, Halloween and Christmas merchandise,
personal electronics, including pre-paid cellular phones and services, stationery and school supplies, and toys.

The following table displays the percentage of net sales of each major product group for the years ended January 28, 2017
and January 30, 2016 (for the year ended January 30, 2016, the percentages below represent the period from the July 6, 2015
Acquisition Date through January 30, 2016):

January 28, January 30,
Merchandise Type 2017 2016
Consumable 74.6% 68.4%
Home products 8.7% 9.8%
Apparel and accessories 7.0% 6.8%
Seasonal and electronics 9.7% 15.0%

Business Strategy

Continue to execute our proven and retail business strategy. We will continue to execute our proven strategies
that have generated a history of success and continued growth for the Company. Key elements of our strategy include:

• continuously aiming to “Wow” the customer with a compelling, fun and fresh merchandise assortment comprising a
variety of the things you want and things you need, all at incredible values in bright, clean and friendly stores;

• maintaining a flexible sourcing merchandise model that allows a variety of products to be sold as long as desired
merchandise margin thresholds are met;

• growing both the Dollar Tree and Family Dollar banners;

• pursuing a “more, better, faster” approach to the rollout of new Dollar Tree and Family Dollar stores to broaden our
geographic footprint;

• maintaining customer relevance by ensuring that we reinvent ourselves constantly through new merchandise categories;

• leveraging the complementary merchandise expertise of each banner including Dollar Tree’s sourcing and product
development expertise and Family Dollar’s consumer package goods and national brands sourcing expertise; and

• maintaining a prudent approach with our use of capital for the benefit of our shareholders.

Operate a diversified and complementary business model across both and point strategies. We plan
to operate and grow both the Dollar Tree and Family Dollar banners. We will utilize the reach and scale of our combined company
to serve a broader range of customers in more ways, offering better prices and more value for the customer. Dollar Tree stores
will continue to operate as single price point retail stores. At Dollar Tree, everything is $1.00, offering the customer a balanced
mix of things they need and things they want. Our shopping experience will remain fun and friendly as we exceed our customers’
expectations for what they can buy for $1.00. Dollar Tree primarily serves middle income customers in suburban locations. Family
Dollar stores will continue to operate using multiple price points, serving customers as their “neighborhood discount store,” offering
great values on everyday items and a convenient shopping experience. Family Dollar primarily serves a lower income customer
in urban and rural locations. We will benefit from an expanded target customer profile and utilize the store concepts of both Dollar
Tree and Family Dollar to serve a broader range of customer demographics to drive further improvements in sales and profitability.

Deliver significant synergy opportunities through integration of Family Dollar. Our recent acquisition of Family Dollar will
provide us with significant opportunities to achieve meaningful cost synergies. We are executing a detailed integration plan and
expect to achieve our target of approximately $300 million of estimated annual cost synergies by the end of July 2018.
This synergy target does not account for one-time costs to achieve synergies, investments back into the business, integration costs,
or cost increases due to inflation, vendor increases, or other factors that are not caused by the business combination. We expect
to incur $300 million in one-time costs to achieve these target synergies. Expected sources of synergies include the following:

• Savings from sourcing and procurement of merchandise and non-merchandise goods and services driven by leveraging
the combined volume of the Dollar Tree and Family Dollar banners, among other things;

• Rebannering to optimize store formats;

• A reduction in overhead and corporate selling, general and administrative expenses by eliminating redundant positions
and optimizing processes; and

• Savings resulting from the optimization of distribution and logistics networks.

Take advantage of significant white-space opportunity. Over the past decade we have built a solid and scalable infrastructure,
which provides a strong foundation for our future growth. We are committed to growing our combined business to take advantage
of significant white space opportunities that we believe exist for both the Dollar Tree and Family Dollar store concepts. Using our
proven real estate strategy across our combined business, we intend to drive future store openings by capitalizing on
insights regarding location, target customer profile, competitive dynamics and cost structure. Over the long-term, we believe that
the market can support more than 10,000 Dollar Tree stores and 15,000 Family Dollar stores across the United States.

Convenient Locations and Store Size. We focus primarily on opening new Dollar Tree stores in strip shopping centers anchored
by large retailers who draw target customers we believe to be similar to ours. Our stores are successful in metropolitan areas, mid-
sized cities and small towns. We open new Family Dollar stores in strip shopping centers, freestanding buildings and downtown
buildings. The range of our store sizes, 8,000 – 10,000 selling square feet for Dollar Tree and 6,000 – 8,000 selling square feet for
Family Dollar, allows us to target a particular location with a store that best suits that market and takes advantage of available real
estate opportunities. Our stores are attractively designed and create an inviting atmosphere for shoppers by using bright lighting,
vibrant colors and decorative signs. We enhance the store design with attractive merchandise displays. We believe this design
attracts new and repeat customers and enhances our image as both a destination and impulse purchase store.

For more information on retail locations and retail store leases, see “Item 2. Properties” beginning on page 19 of this Form
10-K.

Profitable Stores with Strong Cash Flow. We maintain a disciplined, cost-sensitive approach to store site selection in order
to minimize the initial capital investment required and maximize our potential to generate high operating margins and strong cash
flows. We believe that our stores have a relatively small shopping radius, which allows us to profitably concentrate multiple stores
within a single market. Our ability to open new stores is dependent upon, among other factors, locating suitable sites and negotiating
favorable lease terms.

The strong cash flows generated by our stores allow us to self-fund infrastructure investment and new stores. Over the past
five years, cash flows from operating activities have exceeded capital expenditures.

For more information on our results of operations, see “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page 27 of this Form 10-K.

Cost Control. We believe that our substantial buying power and our flexibility in making sourcing decisions contributes to
our successful purchasing strategy, which includes targeted merchandise margin goals by category. We also believe our ability to
select quality merchandise helps to minimize markdowns. We buy products on an order-by-order basis and have no material long-
term purchase contracts or other assurances of continued product supply or guaranteed product cost. No vendor accounted for
more than 10% of total merchandise purchased in any of the past five years.

Our supply chain systems continue to provide us with valuable sales information to assist our buyers and improve merchandise
allocation to our stores. Controlling our inventory levels has resulted in more efficient distribution and store operations.

Information Systems. We believe that investments in technology help us to increase sales and control costs. Our inventory
management system has allowed us to improve the efficiency of our supply chain, enhance merchandise flow, increase inventory
turnover and control distribution and store operating costs. It is also used to provide information to calculate our estimate of
inventory cost under the retail inventory method, which is widely used in the retail industry. Our automated replenishment system
replenishes key items, based on actual store-level sales and inventory.

Point-of-sale data allows us to track sales and inventory by merchandise category at the store level and assists us in planning
for future purchases of inventory. We believe that this information allows us to ship the appropriate product to stores at the quantities
commensurate with selling patterns. Using this point-of-sale data to plan purchases has helped us manage our inventory levels.

Corporate Culture and Values. We believe that honesty and integrity, and treating people fairly and with respect are core
values within our corporate culture. We believe that running a business, and certainly a public company, carries with it a
responsibility to be above reproach when making operational and financial decisions. Our executive management team visits and
shops at our stores like every customer, and ideas and individual creativity on the part of our associates are encouraged, particularly
from our store managers who know their stores and their customers. We have standards for store displays, merchandise presentation,
and store operations. We maintain an open door policy for all associates. Our distribution centers are operated based on objective
measures of performance and virtually everyone in our store support centers is available to assist associates in our stores and
distribution centers.

Our disclosure committee meets at least quarterly and monitors our internal controls over financial reporting to ensure that
our public filings contain discussions about the potential risks our business faces. We believe that we have appropriate controls
in place to be able to certify our financial statements. Additionally, we have complied with the listing requirements for the Nasdaq
Stock Market.

Seasonality. For information on the impact of seasonality, see “Item 1A. Risk Factors” beginning on page 12 of this Form 10-
K and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 27
of this Form 10-K.

Growth Strategy

Store Openings and Square Footage Growth. The primary factors contributing to our net sales growth have been new store
openings, an active store expansion and remodel program, and selective mergers and acquisitions. In the last five years, net sales
increased at a compound annual growth rate of 29.4%, including the addition of Family Dollar. We expect that the majority of our
future sales growth will come primarily from new store openings in our Dollar Tree and Family Dollar banners and from our store
expansion and relocation program.

At February 2, 2013, we operated 4,671 stores in the United States and Canada. At January 28, 2017, we operated 14,108
stores in 48 states and the District of Columbia, as well as 226 stores in Canada. Our selling square footage increased from
approximately 40.5 million square feet at February 2, 2013 to 112.4 million square feet at January 28, 2017. Our store growth has
resulted from opening new stores and our July 2015 acquisition of more than 8,200 Family Dollar stores.

Our growth and productivity statistics are reported based on selling square footage because our management believes the use
of selling square footage yields a more accurate measure of store productivity. We expect to increase the selling square footage
in our stores in the future by opening new stores in underserved markets and strategically increasing our presence in our existing
markets via new store openings and store expansions (expansions include store relocations). In fiscal 2017 and beyond, we plan
to predominantly open Dollar Tree stores that are approximately 8,000 – 10,000 selling square feet and Family Dollar stores that
are approximately 6,000 – 8,000 selling square feet. We believe these store sizes allow us to achieve our objectives in the markets
in which we plan to expand.

In addition to new store openings, we plan to continue our Dollar Tree store expansion program to increase our net sales per
store and take advantage of market opportunities. We target stores for expansion based on the current sales per selling square foot
and changes in market opportunities. Stores targeted for expansion are generally less than 6,000 selling square feet in size. Store
expansions generally increase the existing store size by approximately 2,750 selling square feet. At January 28, 2017, approximately
3,467 of our Dollar Tree stores, totaling 63% of our Dollar Tree banner selling square footage, were 8,000 selling square feet or
larger.

Since 1995, we have added a total of 695 stores through several mergers and acquisitions, excluding our acquisition of Family
Dollar. Historically, our acquisition strategy has been to target companies that have a similar single-price point concept that have
shown success in operations or companies that provide a strategic advantage. We evaluate potential acquisition opportunities as
they become available. On July 6, 2015, we completed our acquisition of Family Dollar which allowed us to create a diversified
company with complementary business models. See “Note 2 – Acquisition” in “Item 8. Financial Statements and Supplementary
Data” beginning on page 57 of this Form 10-K.

From time to time, we also acquire the rights to store leases through bankruptcy or other proceedings. We will continue to
take advantage of these opportunities as they arise depending upon several factors including their fit within our location and selling
square footage size parameters.

Merchandising and Distribution. Expanding our customer base is important to our growth plans. We plan to continue to stock
our stores with a compelling mix of ever-changing merchandise that our customers have come to appreciate. Consumable
merchandise typically leads to more frequent return trips to our stores resulting in increased sales. The presentation and display
of merchandise in our stores are critical to communicating value to our customers and creating a more exciting shopping experience.
We believe our approach to visual merchandising results in higher sales volume and an environment that encourages impulse
purchases.

A strong and efficient distribution network is critical to our ability to grow and to maintain a low-cost operating structure. In
2017, we will begin construction of a new Dollar Tree banner distribution center. In 2016, we completed our Cherokee County,
South Carolina distribution center, which is 1.5 million square feet and fully automated. In addition, we expanded our Stockton,
California distribution center to 0.9 million square feet. In 2014, we expanded our Joliet, Illinois distribution center to 1.5 million
square feet. We believe our distribution center network is currently capable of supporting approximately $26.5 billion in annual
sales in the United States. New distribution sites are strategically located to reduce stem miles, maintain flexibility and improve

efficiency in our store service areas. We also are a party to an agreement which provides distribution services from two facilities
in Canada.

Our Dollar Tree stores receive approximately 90% of their inventory from our distribution centers via contract carriers and
our Family Dollar stores receive approximately 76% of their inventory from our distribution centers. The remaining store inventory,
primarily perishable consumable items and other vendor-maintained display items, are delivered directly to our stores from vendors.
Our Family Dollar stores receive approximately 15% of their merchandise from McLane Company, Inc. For more information on
our distribution center network, see “Item 2. Properties” beginning on page 19 of this Form 10-K.

Competition

Our segment of the retail industry is highly competitive and we expect competition to increase in the future. We operate in
the discount retail business, which is currently and is expected to continue to be highly competitive with respect to price, store
location, merchandise quality, assortment and presentation and customer service. Our competitors include single-price dollar
stores, multi-price dollar stores, mass merchandisers, discount retailers, drug stores, convenience stores, independently-operated
discount stores, and a wide variety of other retailers. In addition, several competitors have sections within their stores devoted to
“one dollar” price point merchandise, which further increases competition. We believe we differentiate ourselves from other
retailers by providing high-value, high-quality, low-cost merchandise in attractively-designed stores that are conveniently located.
Our sales and profits could be reduced by increases in competition. There are no significant economic barriers for others to enter
our retail sector.

Trademarks

We are the owners of several federal service mark registrations including “Dollar Tree,” the “Dollar Tree” logo, and the Dollar
Tree logo with a “1.” In addition, we own a registration for “Dollar Bill$.” We also acquired the rights to use trade names previously
owned by Everything’s A Dollar, a former competitor in the $1.00 price point industry. Several trade names were included in the
purchase, including the mark “Everything’s $1.00.” We also own the logo mark for “Everything’s $1.” With the acquisition of
Deal$, we became the owner of the trademark “Deal$.” With the acquisition of Dollar Giant, we became the owner of the trademark
“Dollar Giant” and others in Canada. With the acquisition of Family Dollar, we became the owners of the trademarks “Family
Dollar,” “Family Dollar Stores” and other names and designs of certain merchandise sold in Family Dollar stores, such as “Family
Gourmet,” “Family Pet,” “Kidgets” and “Outdoors by Design.” We have federal trademark registrations for a number and variety
of private labels that we use to market many of our product lines. Our trademark registrations have various expiration dates;
however, assuming that the trademark registrations are properly maintained and renewed, they have a perpetual duration.

Employees

We employed approximately 55,300 full-time and 121,500 part-time associates on January 28, 2017. Part-time associates
work an average of less than 30 hours per week. The number of part-time associates fluctuates depending on seasonal needs. We
consider our relationship with our associates to be good, and we have not experienced significant interruptions of operations due
to labor disagreements.

Item 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. Any failure to meet market expectations, including our
comparable store sales growth rate, earnings and earnings per share or new store openings, could cause the market price of our
stock to decline. You should carefully consider the specific risk factors listed below together with all other information included
or incorporated in this report. Any of the following risks may materialize, and additional risks not known to us, or that we now
deem immaterial, may arise. In such event, our business, financial condition, results of operations or prospects could be materially
adversely affected.

Our profitability is vulnerable to cost increases.

Future increases in costs such as the cost of merchandise, wage and benefit costs, taxes, duties, merchandise loss (due to theft,
damage, or errors), shipping rates, freight costs, fuel costs and store occupancy costs would reduce our profitability. For example,
a proposal in Congress called the border-adjustment tax would disallow the tax deduction for imported merchandise and interest.
In the last fiscal year, our direct imports were $6,267.3 million at retail and our interest expense was $378.8 million. Even if the
corporate tax rate were reduced, this change would increase our federal income tax and reduce our profits substantially. The
minimum wage has increased in certain states and local jurisdictions and is scheduled to increase in other states and local
jurisdictions. There is a possibility that Congress will increase the federal minimum wage. The Department of Labor also issued
regulations last year that would have resulted in fewer of our associates being exempt from overtime pay requirements which
would have increased our wage costs, but such rules are currently enjoined.

In our Dollar Tree segment, we do not raise the sales price of our merchandise to offset cost increases because we are committed
to selling primarily at the $1.00 price point to continue to provide value to the customer. We are dependent on our ability to adjust
our product assortment, to operate more efficiently or to increase our comparable store net sales in order to offset inflation or other
cost increases. We can give no assurance that we will be able to operate more efficiently or increase our comparable store net sales
in the future. Although Family Dollar, unlike Dollar Tree, can raise the price of merchandise, customers would buy fewer products
if prices were to increase. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 27 of this Form 10-K for further discussion of the effect of Inflation and Other Economic Factors
on our operations.

Risks associated with our domestic and foreign suppliers, including, among others, increased taxes, duties, tariffs or other
restrictions on trade, could adversely affect our financial performance.

We are dependent on our vendors to supply merchandise in a timely and efficient manner. If a vendor fails to deliver on its
commitments due to financial or other difficulties, we could experience merchandise shortages which could lead to lost sales or
increased merchandise costs if alternative sources must be used.

We rely on the availability of imported goods at favorable wholesale prices. Merchandise imported directly accounts for
approximately 41% to 43% of our Dollar Tree segment’s total retail value purchases and 15% to 17% of our Family Dollar segment’s
total retail value purchases. In addition, we believe that a significant portion of our goods purchased from domestic vendors is
imported. China is the source of a substantial majority of our imports. Imported goods are generally less expensive than domestic
goods and increase our profit margins. A disruption in the flow of our imported merchandise, an increase in the cost of those goods
or an inability to deduct the cost of such goods for tax purposes may significantly decrease our profits. Risks associated with our
reliance on imported goods may include disruptions in the flow of or increases in the cost of imported goods because of factors
such as:

• an increase in duties, tariffs or other restrictions on trade;

• the implementation of the border-adjustment tax;

• raw material shortages, work stoppages, strikes and political unrest;

• economic crises and international disputes or conflicts;

• changes in currency exchange rates or policies and local economic conditions, including inflation in the country of
origin; and

• failure of the United States to maintain normal trade relations with China and other countries.

Integrating Family Dollar’s operations with ours may be more difficult, costly or time consuming than expected and the
anticipated benefits, synergies and cost savings of the Acquisition may not be realized.

The success of the Family Dollar acquisition (the “Acquisition”), including anticipated benefits, synergies and cost savings,
will depend, in part, on our ability to successfully combine and integrate the businesses and cultures of the Family Dollar segment
into our company. It is possible that the integration process will take longer than anticipated and could result in the loss of key
employees, higher than expected costs (including costs incurred with respect to the divested stores and related services), ongoing
diversion of management attention, increased competition, the disruption of our ongoing businesses or inconsistencies in standards,
controls, procedures and policies that adversely affect our ability to maintain relationships with customers, vendors and employees.
If we experience difficulties with the integration process, the anticipated benefits of the Acquisition may not be realized fully or
at all, or may take longer to realize than expected.

In connection with the Acquisition, we were required to divest 330 stores and partially support those stores through a transition
services agreement. We are continuing to provide certain transition services to the buyer of the divested stores with respect to
which the buyer may owe us approximately $40 million at any time. Under the transition services agreement, the buyer must
reimburse us for those services in the future. We can give no assurances that we will be able to collect those amounts.

A downturn in economic conditions could impact our sales.

Deterioration in economic conditions, such as those caused by a recession, inflation, higher unemployment, consumer debt
levels, trade disputes or international conflict, as well as adverse weather conditions or terrorism, could reduce consumer spending
or cause customers to shift their spending to products we either do not sell or do not sell as profitably. Adverse economic conditions
could disrupt consumer spending and significantly reduce our sales, decrease our inventory turnover, cause greater markdowns
or reduce our profitability due to lower margins.

A significant disruption in our computer and technology systems could adversely affect our results of operation or business.

We rely extensively on our computer and technology systems to manage inventory, process credit card and customer
transactions and summarize results. Systems may be subject to damage or interruption from power outages, telecommunication
failures, computer viruses, security breaches and catastrophic events. If our systems are damaged or fail to function properly, we
may incur substantial costs to repair or replace them, may experience loss of critical data and interruptions or delays in our ability
to manage inventories or process customer transactions and may receive negative publicity, which could adversely affect our
results of operation or business.

If we are unable to secure our customers’ credit card and confidential information, or other private data relating to our
associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or
private litigation, which could damage our business reputation and adversely affect our results of operation or business.

We have procedures and technology in place to safeguard our customers’ debit and credit card information, our associates’
private data, suppliers’ data, and our business records and intellectual property. Despite these measures, criminals are constantly
devising schemes to circumvent safeguards and we may be vulnerable to, and unable to detect and appropriately respond to, data
security breaches and data loss, including cyber-security attacks. Other sophisticated retailers have recently suffered serious security
breaches. If we experience a data security breach, we could be exposed to negative publicity, government enforcement actions,
private litigation, or costly response measures. In addition, our reputation within the business community and with our customers
may be affected, which could result in our customers discontinuing the use of debit or credit cards in our stores or not shopping
in our stores altogether. This could have an adverse effect on our results of operation or business.

Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.

Existing store sales growth is critical to good operating results and is dependent on a variety of factors including merchandise
quality, relevance and availability, store operations and customer satisfaction. In addition, increased competition could adversely
affect our sales. Our highest sales periods are during the Christmas and Easter seasons, and we generally realize a disproportionate
amount of our net sales and our operating and net income during the fourth quarter. In anticipation, we stock extra inventory and
hire many temporary employees to prepare our stores. A reduction in sales during these periods could adversely affect our operating
results, particularly operating and net income, to a greater extent than if a reduction occurred at other times of the year. Untimely
merchandise delays due to receiving or distribution problems could have a similar effect. When Easter is observed earlier in the
year, the selling season is shorter and, as a result, our sales could be adversely affected. Easter was observed on April 5, 2015 and
March 27, 2016, and will be observed on April 16, 2017.

Expanding our square footage profitably depends on a number of uncertainties, including our ability to locate, lease, build
out and open or expand stores in suitable locations on a timely basis under favorable economic terms. Obtaining an increasing

number of profitable stores is an ever increasing challenge. In addition, our expansion is dependent upon third-party developers’
abilities to acquire land, obtain financing, and secure necessary permits and approvals. It remains difficult for third party developers
to obtain financing for new projects due to the recent turmoil in the financial markets. We also open or expand stores within our
established geographic markets, where new or expanded stores may draw sales away from our existing stores. We may not manage
our expansion effectively, and our failure to achieve our expansion plans could materially and adversely affect our business,
financial condition and results of operations.

We could encounter disruptions in our distribution network or additional costs in distributing merchandise.

Our success is dependent on our ability to transport merchandise to our distribution centers and then ship it to our stores in a
timely and cost-effective manner. We also rely on third parties to deliver certain merchandise directly from vendors to our stores.
We may not anticipate, respond to or control all of the challenges of operating our receiving and distribution systems. Additionally,
if a vendor fails to deliver on its commitments, we could experience merchandise shortages that could lead to lost sales or increased
costs. Some of the factors that could have an adverse effect on our distribution network or costs are:

• Shipping disruption. Our oceanic shipping schedules may be disrupted or delayed from time to time.

• Shipping costs. We could experience increases in shipping rates imposed by the trans-Pacific ocean carriers. Changes in
import duties, import quotas and other trade sanctions could increase our costs.

• Efficient Operations. Distribution centers and other aspects of our distribution network are difficult to operate
efficiently and we could experience a reduction in operating efficiency.

• Diesel fuel costs. We have experienced volatility in diesel fuel costs over the past few years.

• Vulnerability to natural or man-made disasters. A fire, explosion or natural disaster at a port or any of our distribution
facilities could result in a loss of merchandise and impair our ability to adequately stock our stores. Some facilities are
vulnerable to earthquakes, hurricanes or tornadoes.

• Labor disagreement. Labor disagreements, disruptions or strikes may result in delays in the delivery of merchandise
to our distribution centers or stores and increase costs.

• War, terrorism and other events. War and acts of terrorism in the United States, the Middle East, or in China or other
parts of Asia, where we buy a significant amount of our imported merchandise, could disrupt our supply chain or
increase our transportation costs.

• Economic conditions. Suppliers may encounter financial or other difficulties.

Our profitability is affected by the mix of products we sell.

Our gross profit margin could decrease if we increase the proportion of higher cost goods we sell in the future. Imported
merchandise is generally lower cost than domestic goods. If the proposed border-adjustment tax or a possible increase in duties
increases the cost of imported goods, we may sell less imported goods and our profitability may suffer. In recent years, the percentage
of our sales from higher cost consumable products has increased and we can give no assurance that this trend will not continue.
As a result, our gross profit margin could decrease unless we are able to maintain our current merchandise cost sufficiently to
offset any decrease in our product margin percentage. We can give no assurance that we will be able to do so.

In our Family Dollar segment, our success also depends on our ability to select and obtain sufficient quantities of relevant
merchandise at prices that allow us to sell such merchandise at profitable and appropriate prices. A sales price that is too high
causes products to be less attractive to our customers and our sales at Family Dollar could suffer. We are continuing to implement
our everyday low price strategy at Family Dollar to drive customer loyalty and have a strategic pricing team to improve our value
and to increase profitability. Inability to successfully implement our pricing strategies at Family Dollar could have a negative effect
on our business.

In addition, our Family Dollar segment has a substantial number of private brand items and the number of items has been
increasing. We believe our success in maintaining broad market acceptance of our private brands depends on many factors, including
our pricing, costs, quality and customer perception. We may not achieve or maintain our expected sales for our private brands and,
as a result, our business and results of operations could be adversely impacted. Additionally, the increased number of private brands
could negatively impact our existing relationships with our non-private brand suppliers.

Pressure from competitors may reduce our sales and profits.

The retail industry is highly competitive. The marketplace is highly fragmented as many different retailers compete for market
share by utilizing a variety of store formats and merchandising strategies. We expect competition to increase in the future. There
are no significant economic barriers for others to enter our retail sector. Some of our current or potential competitors have greater
financial resources than we do. We cannot guarantee that we will continue to be able to compete successfully against existing or
future competitors. Please see “Item 1. Business” beginning on page 6 of this Form 10-K for further discussion of the effect of
competition on our operations.

Litigation may adversely affect our business, financial condition and results of operations.

Our business is subject to the risk of litigation involving employees, consumers, suppliers, competitors, shareholders,
government agencies, or others through private actions, class actions, governmental investigations, administrative proceedings,
regulatory actions or other litigation. Our products could also cause illness or injury, harm our reputation, and subject us to litigation.
For example, we are currently defendants in national and state employment-related class and collective actions and litigation
concerning injury from products. The outcome of litigation is difficult to assess or quantify. Plaintiffs in these types of lawsuits
or proceedings may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss may remain
unknown for substantial periods of time. In addition, certain of these matters, if decided adversely to us or settled by us, may result
in an expense that may be material to our financial statements as a whole or may negatively affect our operating results if changes
to our business operation are required. The cost to defend current and future litigation or proceedings may be significant. There
also may be adverse publicity associated with litigation, including litigation related to product or food safety, customer information
and environmental or safety requirements, which could negatively affect customer perception of our business, regardless of whether
the allegations are valid or whether we are ultimately found liable.

For a discussion of current legal matters, please see “Item 3. Legal Proceedings” beginning on page 22 of this Form 10-K and
“Note 5 – Commitments and Contingencies” under the caption “Contingencies” in “Item 8. Financial Statements and Supplementary
Data” beginning on page 64 of this Form 10-K. Resolution of these matters, if decided against the Company, could have a material
adverse effect on our results of operations, accrued liabilities or cash flows.

Changes in federal, state or local law, or our failure to comply with such laws, could increase our expenses and expose
us to legal risks.

Our business is subject to a wide array of laws and regulations. For example, the proposed border-adjustment tax would
increase our federal income tax and reduce our profits substantially. Also, the Department of Labor enacted changes to overtime
regulations that were scheduled to take effect on December 1, 2016 and would have required store managers and certain other
associates to be paid no less than a specified salary in order to be exempt from the overtime requirements. On November 22, 2016,
a federal court judge in Texas issued a preliminary injunction that temporarily blocks the Department of Labor from implementing
and enforcing these regulations on a national basis. Although it is unclear what long-term impact this injunction will have, we
may be negatively impacted if any surviving regulations result in fewer of our associates being exempt from overtime pay
requirements. The minimum wage has increased or is scheduled to increase in multiple states and local jurisdictions and there is
a possibility that Congress will increase the federal minimum wage. Significant legislative changes in regulations such as the
health-care legislation, that impact our relationship with our workforce could increase our expenses and adversely affect our
operations. Changes in other regulatory areas, such as consumer credit, privacy and information security, product and food safety,
worker safety or environmental protection, among others, could cause our expenses to increase or product recalls. In addition, if
we fail to comply with applicable laws and regulations, particularly wage and hour laws, we could be subject to legal risk, including
government enforcement action and class action civil litigation, which could adversely affect our results of operations. Changes
in tax laws, the interpretation of existing laws, or our failure to sustain our reporting positions on examination could adversely
affect our effective tax rate.

Our business could be adversely affected if we fail to attract and retain qualified associates and key personnel.

Our growth and performance is dependent on the skills, experience and contributions of our associates, executives and key
personnel. Various factors, including our recent merger, overall labor availability, wage rates, regulatory or legislative impacts,
and benefit costs could impact our ability to attract and retain qualified associates at our stores, distribution centers and corporate
offices.

Certain provisions in our Articles of Incorporation and Bylaws could delay or discourage a change of control transaction
that may be in a shareholder’s best interest.

Our Articles of Incorporation and Bylaws currently contain provisions that may delay or discourage a takeover attempt that
a shareholder might consider in his best interest. These provisions, among other things:

• provide that only the Board of Directors, chairman or president may call special meetings of the shareholders;

• establish certain advance notice procedures for nominations of candidates for election as directors and for shareholder
proposals to be considered at shareholders’ meetings; and

• permit the Board of Directors, without further action of the shareholders, to issue and fix the terms of preferred stock,
which may have rights senior to those of the common stock.

However, we believe that these provisions allow our Board of Directors to negotiate a higher price in the event of a takeover
attempt which would be in the best interest of our shareholders.

Our substantial indebtedness could adversely affect our financial condition, limit our ability to obtain additional
financing, restrict our operations and make us more vulnerable to economic downturns and competitive pressures.

In connection with the Acquisition, we substantially increased our indebtedness, which could adversely affect our ability to
fulfill our obligations and have a negative impact on our financing options and liquidity position. As of January 28, 2017, our total
indebtedness is $6,391.8 million. In addition, we have $1,250.0 million of additional borrowing availability under our Tranche A
Revolving Credit Facility, less amounts outstanding for letters of credit totaling $160.7 million.

Our high level of debt could have significant consequences, including the following:

• limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or
other general corporate purposes;

• requiring a substantial portion of our cash flows to be dedicated to debt service payments, instead of other purposes,
thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other
general corporate purposes;

• limiting our ability to refinance our indebtedness on terms acceptable to us or at all;

• imposing restrictive covenants on our operations;

• placing us at a competitive disadvantage to competitors carrying less debt; and

• making us more vulnerable to economic downturns and limiting our ability to withstand competitive pressures.

In addition, our credit ratings impact the cost and availability of future borrowings and, accordingly, our cost of capital. Our
ratings reflect the opinions of the ratings agencies of our financial strength, operating performance and ability to meet our debt
obligations. There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions
to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and
operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business,
legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating
activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our
indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations and other cash requirements, we
could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell
assets or operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to effect any such
alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may
not allow us to meet our scheduled debt service obligations. The agreements that govern our indebtedness restrict (a) our ability
to dispose of assets and use the proceeds from any such dispositions and (b) our ability to raise debt capital to be used to repay
our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount
sufficient to meet any debt service obligations then due.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially
reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to
satisfy our obligations.

If we cannot make scheduled payments on our debt, we will be in default and, as a result, holders of the notes (and lenders
under any of our existing and future indebtedness) could declare all outstanding principal and interest to be due and payable, the
lenders under the credit facilities could terminate their commitments to loan money, our secured lenders could foreclose against
the assets securing such borrowings and we could be forced into bankruptcy or liquidation, in each case, which could result in
your losing your investment.

The terms of the agreements governing our indebtedness may restrict our current and future operations, particularly
our ability to respond to changes or to pursue our business strategies, and could adversely affect our capital resources,
financial condition and liquidity.

The agreements that govern our indebtedness contain a number of restrictive covenants that impose significant operating and
financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including, among
other things, restrictions on our ability to:

• incur, assume or guarantee additional indebtedness;

• declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for
value, equity interests;

• make principal payments on, or redeem or repurchase, subordinated debt;

• make loans, advances or other investments;

• incur liens;

• sell or otherwise dispose of assets, including capital stock of subsidiaries;

• enter into sale and lease-back transactions;

• consolidate or merge with or into, or sell all or substantially all of our assets to, another person; and

• enter into transactions with affiliates.

In addition, certain of these agreements require us to comply with certain financial maintenance covenants. Our ability to
satisfy these financial maintenance covenants can be affected by events beyond our control, and we cannot assure you that we will
meet them.

A breach of the covenants under these agreements could result in an event of default under the applicable indebtedness, which,
if not cured or waived, could result in us having to repay our borrowings before their due dates. Such default may allow the debt
holders to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-
default provision applies. If we are forced to refinance these borrowings on less favorable terms or if we were to experience
difficulty in refinancing the debt prior to maturity, our results of operations or financial condition could be materially affected. In
addition, an event of default under our credit facilities may permit the lenders under our credit facilities to terminate all commitments
to extend further credit under such credit facilities. Furthermore, if we are unable to repay the amounts due and payable under our
credit facilities, those lenders may be able to proceed against the collateral granted to them to secure that indebtedness. In the
event our lenders or holders of notes accelerate the repayment of such borrowings, we cannot assure you that we will have sufficient
assets to repay such indebtedness.

As a result of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or business downturns; or

• unable to compete effectively, take advantage of new business opportunities or grow in accordance with our plans.

Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations
to increase significantly.

Certain of our indebtedness, including borrowings under our Tranche A Revolving Credit Facility, is subject to variable rates
of interest and exposes us to interest rate risk. Interest rates, while historically low, have recently begun to increase. When interest
rates increase, our debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains
the same, and our net income decreases. An increase (decrease) of 1.0% on the interest rate would result in an increase (decrease)
of $21.8 million in annual interest expense. Although we may enter into interest rate swaps, involving the exchange of floating-
for fixed-rate interest payments, to reduce interest rate volatility, we cannot assure you we will be able to do so.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

Stores

As of January 28, 2017, we operated 14,334 stores in 48 states and the District of Columbia, and five Canadian provinces as
detailed below:

United States Dollar Tree Family Dollar Total
Alabama 128 168 296
Arizona 117 156 2

Arkansas 72 115 1

California 559 120 6

Colorado 91 125 216
Connecticut 60 53 113
Delaware 30 27

District of Columbia 3 3 6
Florida 468 586 1,0

Georgia 230 390 620
Idaho 32 45

Illinois 243 219 4

Indiana 130 204 334
Iowa 50 31

Kansas 50 43 93
Kentucky 98 211 309
Louisiana 107 313 420
Maine 36 63 99
Maryland 114 95 209
Massachusetts 115 93 208
Michigan 224 385 609
Minnesota 112 72 1

Mississippi 73 158 2

Missouri 128 111 2

Montana 14 13 27
Nebraska 24 34

Nevada 52 45 97
New Hampshire 35 31

New Jersey 153 104 257
New Mexico 47 127 1

New York 296 310 606
North Carolina 242 443 6

North Dakota 10 20 30
Ohio 241 471 712
Oklahoma 69 135 204
Oregon 91 — 91
Pennsylvania 282 307 589
Rhode Island 29 23

South Carolina 112 236 3

South Dakota 10 29 39
Tennessee 166 228 394
Texas 463 1,029 1,492
Utah 57 59 116
Vermont 8 14 22
Virginia 174 241 415
Washington 117 — 117
West Virginia 42 117 1

Wisconsin 117 141 258
Wyoming 13 31 44

Total 6,134 7,974 14,108

Canada Dollar Tree
Alberta

British Columbia

Manitoba 12
Ontario 109
Saskatchewan 14

Total 226

We lease the vast majority of our stores and expect to lease the majority of our new stores as we expand. Our leases typically
provide for a short initial lease term, generally five years, with options to extend; however, in some cases we have initial lease
terms of seven to fifteen years. We believe this leasing strategy enhances our flexibility to pursue various expansion opportunities
resulting from changing market conditions. As current leases expire, we believe that we will be able to obtain lease renewals, if
desired, for present store locations, or to obtain leases for equivalent or better locations in the same general area.

Distribution Centers

The following table includes information about the distribution centers that we operate in the United States. Except for 0.4
million square feet of our distribution center in San Bernardino, CA, all of our distribution center capacity is owned. In 2016, we
completed our 1.5 million square foot Cherokee County, South Carolina distribution center and expanded our Stockton, California
distribution center by 0.3 million square feet. In 2014, we expanded our Joliet, Illinois distribution center by 0.3 million square
feet. We believe our distribution center network is currently capable of supporting approximately $26.5 billion in annual sales in
the United States.

Location

Size in
Square Feet

Dollar Tree:
Chesapeake, Virginia 400,000
Olive Branch, Mississippi 425,000
Joliet, Illinois 1,470,000
Stockton, California 854,000
Savannah, Georgia 1,014,000
Briar Creek, Pennsylvania 1,003,000
Marietta, Oklahoma 1,004,000
San Bernardino, California 802,000
Ridgefield, Washington 665,000
Windsor, Connecticut 1,001,000
Cherokee County, South Carolina 1,512,000

Family Dollar:
Matthews, North Carolina 930,000
West Memphis, Arkansas 850,000
Front Royal, Virginia 907,000
Duncan, Oklahoma 907,000
Morehead, Kentucky 907,000
Maquoketa, Iowa 907,000
Odessa, Texas 907,000
Marianna, Florida 907,000
Rome, New York 907,000
Ashley, Indiana 814,000
St. George, Utah 814,000

Each of our distribution centers contains advanced materials handling technologies, including radio-frequency inventory
tracking equipment and specialized information systems. With the exception of our Dollar Tree Ridgefield, Washington facility
and our Family Dollar Matthews, North Carolina facility, each of our distribution centers in the United States also contains
automated conveyor and sorting systems.

Distribution services in Canada are provided by a third party from facilities in British Columbia and Ontario.

Store Support Center

Our Dollar Tree Store Support Center is located in an approximately 190,000 square foot building, which we own in
Chesapeake, Virginia. Our Family Dollar Store Support Center is located in two buildings totaling approximately 310,000 square
feet, which we own in Matthews, North Carolina.

For more information on financing of our distribution centers, see “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” under the caption “Funding Requirements” beginning on page 27 of this Form 10-K.

Item 3. LEGAL PROCEEDINGS

From time to time, we are defendants in ordinary, routine litigation or proceedings incidental to our business, including
allegations regarding:

• employment-related matters;

• infringement of intellectual property rights;

• personal injury/wrongful death claims;

• product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission
or other jurisdictions;

• real estate matters related to store leases; and

• environmental and safety issues.

In addition, we are currently defendants in national and state employment-related class and collective actions, litigation
concerning injury from products and a governmental investigation by the Consumer Products Safety Commission. These
proceedings are described in “Note 5 – Commitments and Contingencies” under the caption “Contingencies” in “Item 8. Financial
Statements and Supplementary Data” beginning on page 64 of this Form 10-K.

We will vigorously defend ourselves in these matters. We do not believe that any of these matters will, individually or in the
aggregate, have a material effect on our business or financial condition. We cannot give assurance, however, that one or more of
these lawsuits will not have a material effect on our results of operations for the period in which they are resolved. Based on the
information available, including the amount of time remaining before trial, the results of discovery and the judgment of internal
and external counsel, we are unable to express an opinion as to the outcome of those matters which are not settled and cannot
estimate a potential range of loss except as specified in Note 5. When a range is expressed, we are currently unable to determine
the probability of loss within that range.

Item 4. MINE SAFETY DISCLOSURES

None.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

Our common stock is traded on The Nasdaq Global Select Market®. Our common stock has been traded on Nasdaq under
the symbol “DLTR” since our initial public offering in 1995. The following table gives the high and low sales prices of our common
stock as reported by Nasdaq for the periods indicated.

High Low
Fiscal year ended January 30, 2016:
First Quarter $ 84.22 $ 70.

Second Quarter 82.68 74.

Third Quarter 81.17 60.31
Fourth Quarter 81.97 61.

Fiscal year ended January 28, 2017:
First Quarter $ 83.72 $ 72.52
Second Quarter 97.45 73.02
Third Quarter 99.93 74.

Fourth Quarter 91.41 72.

On March 23, 2017, the last reported sale price for our common stock, as quoted by Nasdaq, was $74.38 per share. As of
March 23, 2017, we had approximately 2,813 shareholders of record.

We did not repurchase any shares of common stock on the open market in fiscal 2016, fiscal 2015 or fiscal 2014. At January 28,
2017, we had $1.0 billion remaining under Board repurchase authorization.

On September 17, 2013, we entered into agreements and made payments to repurchase $1.0 billion of our common shares
under two $500.0 million Accelerated Share Repurchase Agreements (ASRs). On February 14, 2014 the uncollared agreement
concluded and we received an additional 1.9 million shares without any additional cash payment resulting in a total of 9.1 million
shares repurchased under the uncollared agreement. On May 15, 2014 the collared agreement concluded and we received an
additional 1.2 million shares, without any additional cash payments, resulting in a total of 9.0 million shares repurchased under
this agreement. See additional discussion of the ASRs in “Note 7 – Shareholders’ Equity” in “Item 8. Financial Statements and
Supplementary Data” beginning on page 71 of this Form 10-K.

We anticipate that substantially all of our cash flow from operations in the foreseeable future will be retained for the development
and expansion of our business, the repayment of indebtedness and, as authorized by our Board of Directors, the repurchase of
stock. Management does not anticipate paying dividends on our common stock in the foreseeable future.

Stock Performance Graph

The following graph sets forth the yearly percentage change in the cumulative total shareholder return on our common stock
during the five fiscal years ended January 28, 2017, compared with the cumulative total returns of the S&P 500 Index and the
S&P Retailing Index. The comparison assumes that $100 was invested in our common stock on January 28, 2012, and, in each of
the foregoing indices on January 28, 2012, and that dividends were reinvested.

Item 6. SELECTED FINANCIAL DATA

The following table presents a summary of our selected financial data for the fiscal years ended January 28, 2017, January 30,
2016, January 31, 2015, February 1, 2014, and February 2, 2013. Fiscal 2012 included 53 weeks, commensurate with the retail
calendar, while all other fiscal years reported in the table contain 52 weeks. The selected income statement and balance sheet data
have been derived from our consolidated financial statements that have been audited by our independent registered public
accounting firm. This information should be read in conjunction with the consolidated financial statements and related notes,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial information found
elsewhere in this report.

As a result of the acquisition of Family Dollar on July 6, 2015, the income statement data below for the year ended January
30, 2016 includes the results of operations of Family Dollar since that date. In addition, the balance sheet information below
includes the fair values of the Family Dollar assets acquired and liabilities assumed for periods after the July 6, 2015 acquisition
date.

Comparable store net sales compares net sales for stores open before December of the year prior to the two years being
compared, including expanded stores. The comparable store net sales calculation only includes our Dollar Tree stores. Net sales
per store and net sales per selling square foot are calculated for stores open throughout the period presented.

Amounts in the following tables are in millions, except per share data, number of stores data, net sales per selling square foot
data and inventory turns.

Year Ended

January 28,

2017
January 30,

2016
January 31,

2015
February 1,

2014
February 2,

2013
Income Statement Data:
Net sales $ 20,719.2 $ 15,498.4 $ 8,602.2 $ 7,840.3 $ 7,394.5
Gross profit 6,394.7 4,656.7 3,034.0 2,789.8 2,652.7
Selling, general and administrative expenses 4,689.9 3,607.0 1,993.8 1,819.5 1,732.6
Operating income 1,704.8 1,049.7 1,040.2 970.3 920.1
Net income 896.2 282.4 599.2 596.7 619.3
Margin Data (as a percentage of net sales):
Gross profit 30.8% 30.1 % 35.3% 35.6% 35.9%
Selling, general and administrative expenses 22.6% 23.3 % 23.2% 23.2% 23.5%
Operating income 8.2% 6.8 % 12.1% 12.4% 12.4%
Net income 4.3% 1.8 % 7.0% 7.6% 8.4%
Per Share Data:

Diluted net income per share $ 3.78 $ 1.26 $ 2.90

$ 2.72 $ 2.68
Diluted net income per share increase (decrease) 200.0% (56.6)% 6.6% 1.5% 33.3%

As of
January 28,

2017
January 30,
2016
January 31,
2015
February 1,
2014
February 2,

2013
Balance Sheet Data:
Cash and cash equivalents and short-term

investments $ 870.4 $ 740.1 $ 864.1 $ 267.7 $ 399.9
Working capital 1,832.1 1,840.5 1,133.0 692.2 797.3
Total assets 15,701.6 15,901.2 3,492.7 2,767.7 2,750.4
Total debt, including capital lease obligations 6,391.8 7,465.5 757.0 769.8 271.3
Shareholders’ equity 5,389.5 4,406.9 1,785.0 1,170.7 1,667.3

Year Ended

January 28,

2017
January 30,
2016
January 31,
2015
February 1,
2014
February 2,

2013
Selected Operating Data:
Number of stores open at end of period 14,334 13,851 5,367 4,992 4,671

Dollar Tree 6,360 5,954 5,367 4,992 4,671
Family Dollar 7,974 7,897 — — —

Gross square footage at end of period 138.8 132.1 58.3 54.3 50.9
Dollar Tree 68.5 64.2 58.3 54.3 50.9
Family Dollar 70.3 67.9 — — —

Selling square footage at end of period 112.4 108.4 46.5 43.2 40.5
Dollar Tree 54.7 51.3 46.5 43.2 40.5
Family Dollar 57.7 57.1 — — —

Selling square footage annual growth(2) 3.7% 10.3% 7.4% 6.9% 7.7%
Net sales annual growth(1) 8.6% 8.5% 9.7% 6.0% 11.5%
Comparable store net sales increase(1) 1.8% 2.1% 4.3% 2.4% 3.4%
Net sales per selling square foot(2) $ 188 $ 191 $ 192 $ 187 $ 190
Net sales per store(2) $ 1.5 $ 1.6 $ 1.7 $ 1.6 $ 1.6
Selected Financial Ratios:
Return on assets(2) 5.7% 11.4% 19.1% 21.6% 24.4%
Return on equity(2) 18.3% 31.5% 40.5% 42.1% 41.1%
Inventory turns(2) 4.1 4.5 4.4 4.1 4.3

(1) Family Dollar was not included in the determination of these items

(2) Family Dollar was only included in the determination of these items for the year ended January 28, 2017

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our
company, including:

• what factors affect our business;

• what our net sales, earnings, gross margins and costs were in 2016, 2015 and 2014;

• why those net sales, earnings, gross margins and costs were different from the year before;

• how all of this affects our overall financial condition;

• what our expenditures for capital projects were in 2016 and 2015 and what we expect them to be in 2017; and

• where funds will come from to pay for future expenditures.

As you read Management’s Discussion and Analysis, please refer to our consolidated financial statements, included in “Item
8. Financial Statements and Supplementary Data” of this Form 10-K, which present the results of operations for the fiscal years
ended January 28, 2017, January 30, 2016 and January 31, 2015. In Management’s Discussion and Analysis, we analyze and
explain the annual changes in some specific line items in the consolidated financial statements for fiscal year 2016 compared to
fiscal year 2015 and for fiscal year 2015 compared to fiscal year 2014. We also provide information regarding the performance
of each of our operating segments. Unless otherwise indicated, references to “we,” “our” or “us” refer to Dollar Tree, Inc. and its
direct and indirect subsidiaries on a consolidated basis.

Key Events and Recent Developments

Several key events have had or are expected to have a significant effect on our operations. They are listed below:

• In January 2015, we completed a 270,000 square foot expansion of our distribution center in Joliet, Illinois. The
Joliet distribution center is now a 1,470,000 square foot, fully automated facility.

• On February 23, 2015, we completed the offering of $3.25 billion of acquisition notes which we used in connection
with our financing of the acquisition of Family Dollar Stores, Inc. (“Family Dollar”) (the “Acquisition”).

• On March 9, 2015, we entered into a credit agreement and term loan facilities and received $3.95 billion under the
Term Loan B which we used in connection with our financing of the Acquisition.

• On June 11, 2015, we amended the terms of the New Senior Secured Credit Facilities to refinance the existing $3.95
billion Term Loan B tranche with $3.3 billion in aggregate principal amount of floating-rate Term Loan B-1 and
$650.0 million in aggregate principal amount of fixed-rate Term Loan B-2.

• On July 6, 2015, we repaid all amounts outstanding under our Senior Notes issued in 2013.

• On July 6, 2015 (the “Acquisition Date”), we completed our acquisition of Family Dollar.

• In May 2016, we completed construction of a new 1.5 million square foot distribution center in Cherokee County,
South Carolina.

• In August 2016, we completed a 0.3 million square foot expansion of our distribution center in Stockton, California.
The Stockton distribution center is now an 854,000 square foot, fully automated facility.

• On August 4, 2016, we announced the elimination of 370 positions, including 100 vacant positions, at our Family
Dollar store support center in Matthews, North Carolina. The eliminations were part of the establishment of shared
services and our ongoing efforts to achieve $300 million in combined run rate annual synergies by the end of the
third year following the July 2015 acquisition.

• On August 30, 2016, we amended the terms of the New Senior Secured Credit Facilities to reduce the applicable
interest rate margin of the Term Loan A tranche and our New Revolving Credit Facility.

• On September 22, 2016, we amended the terms of the New Senior Secured Credit Facilities to provide for the
incurrence of $1,275.0 million in aggregate principal amount of additional loans under the Term Loan A-1 tranche

and $750.0 million in aggregate principal amount of Term Loan B-3. In addition, we used $242.0 million of cash on
hand to prepay the remainder of the Term Loan B-1.

• On January 20, 2017, we prepaid the $748.1 million remaining outstanding under the Term Loan B-3.

Overview

We are a leading operator of more than 14,300 discount retail stores and we conduct our operations in two reporting segments.
Our Dollar Tree segment is the leading operator of discount variety stores offering merchandise at the fixed price of $1.00. Our
Family Dollar segment operates general merchandise retail discount stores providing consumers with a selection of competitively-
priced merchandise in convenient neighborhood stores.

Our net sales are derived from the sale of merchandise. Two major factors tend to affect our net sales trends. First is our
success at opening new stores or adding new stores through mergers or acquisitions. Second is the performance of stores once
they are open. Sales vary at our existing stores from one year to the next. We refer to this change as a change in comparable store
net sales, because we include only those stores that are open throughout both of the periods being compared, beginning after the
first fifteen months of operation. We include sales from stores expanded during the year in the calculation of comparable store net
sales, which has the effect of increasing our comparable store net sales. The term ‘expanded’ also includes stores that are relocated.
Our acquired Family Dollar stores are included in the comparable store net sales calculation beginning in the fourth quarter of
fiscal 2016; however, they will not be included in the annual comparable store net sales calculation until fiscal 2017. Stores that
have been rebannered are considered to be new stores and are not included in the calculation of the comparable store net sales
change until after the first fifteen months of operation under the new banner.

At January 28, 2017, we operated stores in 48 states and the District of Columbia, as well as stores in five Canadian provinces.
A breakdown of store counts and square footage by segment for the years ended January 28, 2017 and January 30, 2016, respectively,
are as follows (Family Dollar’s beginning amounts for the year ended January 30, 2016 are as of the July 6, 2015 Acquisition
Date):

Year Ended

January 28, 2017 January 30, 2016

Dollar
Tree

Family
Dollar Total

Dollar
Tree
Family
Dollar Total

Store Count:
Beginning 5,954 7,897 13,851 5,367 8,284 13,651
New stores 359 225 584 400 166 566
Rebannered stores 91 (91) — 205 (205) —
Closings (44) (57) (101) (18) (23) (41)
Divestitures — — — — (325) (325)
Ending 6,360 7,974 14,334 5,954 7,897 13,851
Relocations 64 120 184 64 102 166

Selling Square Feet (in millions):
Beginning 51.3 57.1 108.4 46.5 59.9 106.4
New stores 2.9 1.6 4.5 3.2 1.2 4.4
Rebannered stores 0.7 (0.7) — 1.5 (1.5) —
Closings (0.3) (0.4) (0.7) (0.1) (0.1) (0.2)
Divestitures — — — — (2.4) (2.4)
Relocations 0.1 0.1 0.2 0.2 — 0.2
Ending 54.7 57.7 112.4 51.3 57.1 108.4

Stores are included as rebanners when they close or open, respectively. Comparable store net sales for Dollar Tree may be
negatively affected when a Family Dollar store is rebannered near an existing Dollar Tree store.

The average size of stores opened in 2016 was approximately 8,100 selling square feet (or about 10,100 gross square feet)
for the Dollar Tree segment and 7,100 selling square feet (or about 8,300 gross square feet) for the Family Dollar segment. For
2017, we continue to plan to open stores that are approximately 8,000 – 10,000 selling square feet (or about 10,000 – 12,000 gross
square feet) for the Dollar Tree segment and approximately 6,000 – 8,000 selling square feet (or about 7,000 – 9,000 gross square
feet) for the Family Dollar segment. We believe that these size stores are our optimal sizes operationally and give our customers
a shopping environment which invites them to shop longer, buy more and make return visits, which increases our customer traffic.

Fiscal 2016, fiscal 2015 and fiscal 2014 which ended on January 28, 2017, January 30, 2016 and January 31, 2015, respectively,
each included 52 weeks.

In fiscal 2016, comparable store net sales increased by 1.8%. The comparable store net sales increase was the result of a 0.7%
increase in the number of transactions and a 1.1% increase in average ticket. We believe comparable store net sales continued to
be positively affected by a number of our Dollar Tree initiatives, as debit and credit card penetration continued to increase in 2016,
and we continued the rollout of frozen and refrigerated merchandise to more of our Dollar Tree stores. At January 28, 2017, the
Dollar Tree segment had frozen and refrigerated merchandise in approximately 4,785 stores, which includes rebannered stores,
compared to approximately 4,285 stores at January 30, 2016. We believe that the addition of frozen and refrigerated product
enables us to increase sales and earnings by increasing the number of shopping trips made by our customers. In addition, the Dollar
Tree segment accepts food stamps (under the Supplemental Nutrition Assistance Program (“SNAP”)) in approximately 6,055
qualified stores compared to approximately 5,600 stores at the end of 2015.

Our point-of-sale technology provides us with valuable sales and inventory information to assist our buyers and improve our
merchandise allocation to our stores. We believe that this has enabled us to better manage our inventory flow in our stores resulting
in more efficient distribution and store operations.

We previously announced that we would rebanner our Deals stores in 2015 and 2016. The majority of the Deals stores were
rebannered as Dollar Tree stores and the remaining stores were rebannered as Family Dollar Stores. In 2016 and 2015, 167 and
52 stores were rebannered and we recorded $15.5 million in expenses, in connection with the rebannering in fiscal 2015.

The Department of Labor, under the Fair Labor Standards Act, enacted changes to overtime regulations that were scheduled
to take effect on December 1, 2016. The changes require store managers and certain other associates to be paid no less than a

specified salary in order to be exempt from the overtime requirements. On November 22, 2016, a federal court judge in Texas
issued a preliminary injunction that temporarily blocks the Department of Labor from implementing and enforcing these regulations
on a national basis. As a result of the preliminary injunction, we postponed our response to these regulations. It is unclear what
long-term impact this injunction will have on overtime regulations. Once this matter is resolved, we will analyze our alternatives
to address the overtime regulations under the Fair Labor Standards Act.

We must continue to control our merchandise costs, inventory levels and our general and administrative expenses as increases
in these items could negatively impact our operating results.

Acquisition and Divestiture

On July 27, 2014, we executed an Agreement and Plan of Merger to acquire Family Dollar in a cash and stock transaction.
On July 6, 2015 we completed the Acquisition and Family Dollar became a direct, wholly-owned subsidiary. Under the Acquisition,
the Family Dollar shareholders received $59.60 in cash and 0.2484 shares of our common stock for each share of Family Dollar
common stock they owned, plus cash in lieu of fractional shares (the “Merger Consideration”).

For a complete description of the Acquisition refer to our Current Report on Form 8-K filed with the SEC on July 8, 2015.

We incurred $39.2 million and $28.5 million in acquisition-related expenses in 2015 and 2014, respectively, excluding
acquisition-related interest expense. We also expended approximately $165.7 million in capitalizable debt-issuance costs related
to the financing of the Acquisition and $78.8 million and $129.8 million of debt-issuance costs was included as a reduction in
“Long-term debt, net, excluding current portion” at January 28, 2017 and January 30, 2016, respectively.

We expect to achieve approximately $300 million in annual cost savings synergies by the end of the third year after closing,
and we will incur $300 million in one-time costs to achieve these synergies.

In 2015, we completed the offering of $3.25 billion of senior notes and entered into a credit facility and term loan providing
for $6.2 billion in senior secured credit facilities. See “Liquidity and Capital Resources” for a further discussion of these transactions.

In connection with the Acquisition, we divested 330 Family Dollar stores to settle Federal Trade Commission charges that
the Acquisition would be anticompetitive in certain local markets. The 330 Family Dollar stores, 325 of which were open at the
time of the divestiture, represent approximately $45.5 million of annual operating income. In accordance with purchase accounting,
the net effect of the divestiture on our assets and liabilities is fully reflected in the table summarizing the estimates of fair value
set forth in “Note 2 – Acquisition” and the Consolidated Balance Sheet of Dollar Tree, Inc. as of January 30, 2016 included in
“Item 8. Financial Statements and Supplementary Data” of this Form 10-K. We are continuing to provide certain transition services
to the buyer with respect to which the buyer may owe us approximately $40 million at any time. Under the transition services
agreement, the buyer must reimburse us for those services in the future.

Results of Operations

Year Ended
January 28,

2017
January 30,
2016
January 31,

2015
Net sales 100.0% 100.0% 100.0%
Cost of sales 69.2% 69.9% 64.7%

Gross profit 30.8% 30.1% 35.3%
Selling, general and administrative expenses 22.6% 23.3% 23.2%

Operating income 8.2% 6.8% 12.1%
Interest expense, net 1.8% 3.9% 0.9%
Other expense, net —% —% 0.1%

Income before income taxes 6.4% 2.9% 11.1%
Provision for income taxes 2.1% 1.1% 4.1%

Net income 4.3% 1.8% 7.0%

Fiscal year ended January 28, 2017 compared to fiscal year ended January 30, 2016

Net sales. Net sales increased 33.7%, or $5,220.8 million, in 2016 compared to 2015, resulting from $4,418.5 million of
incremental net sales from Family Dollar due to 22 additional weeks of operations in fiscal year 2016 compared to fiscal year
2015, sales in the Dollar Tree segment’s new stores and increased comparable store sales partially offset by the loss of sales in the
325 stores which were divested on November 1, 2015 in satisfaction of a Federal Trade Commission requirement in connection
with the Family Dollar acquisition. Comparable store sales increased 1.8% on a constant currency basis. Constant currency basis
refers to the calculation excluding the impact of currency exchange rate fluctuations. We calculated the constant currency basis
increase by translating the current year’s comparable store sales in Canada using the prior year’s currency exchange rates. We
believe that the constant currency basis provides a more accurate measure of comparable store sales performance. Including the
impact of currency, comparable store net sales also increased 1.8% due to an increase in average ticket as well as customer count.
Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the calculation, and
are negatively affected when we open new stores, rebanner stores or expand stores near existing stores.

Gross profit. Gross profit increased by $1,738.0 million or 37.3%, to $6,394.7 million in 2016 compared to $4,656.7 million
in 2015. The dollar increase in gross profit was primarily driven by $1,402.6 million of incremental gross profit for Family Dollar,
due to an additional 22 weeks of operations in 2016 compared to 2015, as well as higher sales for Dollar Tree partially offset by
the loss of gross profit from the 325 stores which were divested on November 1, 2015. Gross profit margin increased to 30.8% in
2016 from 30.1% in 2015 as a result of the prior year including $73.0 million of markdown expense related to sku rationalization
and planned liquidations and $70.2 million in amortization expense for Family Dollar related to the stepped-up inventory which
was sold during the 52 weeks ended January 30, 2016. In addition, the current year gross profit margin reflects lower merchandise
cost due to higher initial mark-on and favorable freight costs. Our gross profit margin in the current year included an additional
22 weeks of Family Dollar’s operations which have a lower-margin product mix. This negatively impacted the current year’s
results in relation to the prior year’s results.

Selling, general and administrative expenses. Selling, general and administrative expenses for 2016 increased to $4,689.9
million from $3,607.0 million in 2015, an increase of $1,082.9 million or 30.0%. The increase was primarily due to an incremental
$972.3 million of expense for Family Dollar due to the 22 additional weeks of operations in 2016 compared to 2015 partially
offset by lower selling, general and administrative expenses resulting from the divestiture of 325 stores on November 1, 2015. As

a percentage of sales, selling, general and administrative expenses decreased to 22.6% in 2016 from 23.3% in 2015. In 2015, we
incurred $39.1 million or 25 basis points of acquisition expenses. Excluding acquisition expenses, the selling, general and
administrative rate for 2016 as a percentage of sales decreased 40 basis points to 22.6% from 23.0% as a result of lower payroll-
related costs and depreciation as a percentage of net sales and lower professional fees and legal fees partially offset by higher store
repairs and maintenance as a percentage of net sales.

Operating income. Operating income for 2016 increased to $1,704.8 million compared with $1,049.7 million in 2015.
Operating income margin increased to 8.2% in 2016 from 6.8% in 2015. The increase in operating income is the result of an
incremental $430.3 million of operating income in the Family Dollar segment, due to the additional 22 weeks of operations in
2016 compared to 2015 and a $224.8 million increase in operating income in the Dollar Tree segment partially offset by the loss
of operating income from the 325 stores which were divested on November 1, 2015. In the prior year, the Family Dollar segment
incurred an operating loss of $30.8 million as a result of unusually high markdowns related to sku rationalization and planned
liquidations and the amortization of stepped-up inventory that was sold during the period.

Interest expense, net. Interest expense, net was $375.5 million in 2016 compared to $599.4 million in 2015. The variance is
due to the following:

• An $89.5 million breakage fee related to the prepayment of the Senior Notes in 2015;

• A $39.5 million prepayment fee, a $17.4 million write-off of the original issuance discount and a $5.9 million write-
off of deferred financing costs related to the Term Loan B refinancing in 2015;

• A $1.0 billion prepayment of Term Loan B-1 principal in the fourth quarter of 2015, which resulted in the accelerated
expensing of $19.0 million of amortizable non-cash deferred financing costs in 2015 and lower interest expense in
2016.

• An additional $242.0 million prepayment of Term Loan B-1 in the third quarter of 2016 which resulted in lower
interest expense in 2016.

• The term loans were refinanced in the third quarter of 2016 which resulted in lower interest rates and the accelerated
expensing of $26.6 million of amortizable non-cash deferred financing costs and $2.6 million in fees.

• A $748.1 million prepayment of the remaining principal for Term Loan B-3 in the fourth quarter of 2016, which
resulted in the accelerated expensing of $11.7 million of amortizable non-cash deferred financing costs.

Income taxes. Our effective tax rate in 2016 was 32.6% compared to 37.0% in 2015. The decrease in the tax rate is primarily
the result of a one-time election allowing the Family Dollar acquisition to be treated as an asset purchase for certain state tax
purposes, a 1.0% decrease in North Carolina’s state tax rate which resulted in a reduction in the deferred tax liability related to the
trade name intangible asset and the adoption of ASU No. 2016-09 under which the incremental tax benefit recognized upon RSU
vestings and stock option exercises is recorded in income tax expense.

Fiscal year ended January 30, 2016 compared to fiscal year ended January 31, 2015

Net sales. Net sales increased 80.2%, or $6,896.2 million, in 2015 compared to 2014, resulting from $6,162.0 million of net
sales from Family Dollar since the Acquisition Date, sales in the Dollar Tree segment’s new stores and increased comparable store
net sales. Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the
calculation, and, to a lesser extent, are negatively affected when we open new stores, rebanner stores or expand stores near existing
ones.

Gross profit. Gross profit increased by $1,622.7 million, or 53.5%, to $4,656.7 million in 2015 compared to $3,034.0 million
in 2014. The dollar increase in gross profit was primarily driven by $1,407.4 million of gross profit for Family Dollar as well as
higher sales for Dollar Tree. Our gross profit margin is negatively impacted by the overall lower-margin product mix for the Family
Dollar segment. Included in Family Dollar’s cost of sales is $73.0 million of markdown expense related to sku rationalization and
planned liquidations and $70.2 million for amortization of the stepped-up inventory value for inventory which was sold during
2015.

Selling, general and administrative expenses. Selling, general and administrative expenses for 2015 increased to $3,607.0
million from $1,993.8 million in 2014, an increase of $1,613.2 million or 80.9%. The increase was primarily due to $1,438.2
million of expense for Family Dollar. As a percentage of net sales, selling, general and administrative expenses increased to 23.3%
for 2015 compared to 23.2% for 2014. In 2015, we incurred $39.1 million or 25 basis points of expenses related to the Acquisition
compared to $28.5 million or 35 basis points in 2014. Excluding acquisition expenses, the selling, general and administrative rate
increased to 23.0% in 2015 compared to 22.8% in 2014. The increase is primarily due to higher depreciation and amortization as

a percentage of net sales resulting from the recording of favorable lease rights and fixed assets at their fair values in connection
with the Acquisition.

Operating income. Operating income for 2015 increased to $1,049.7 million compared with $1,040.2 million in 2014, an
increase of $9.5 million or 0.9%. Operating income margin decreased from 12.1% in 2014 to 6.8% in 2015. The increase in
operating income was due to a $40.3 million increase in the Dollar Tree segment partially offset by a $30.8 million operating loss
in the Family Dollar segment. The decrease in operating income margin is a result of the Family Dollar segment operating loss
due to unusually high markdowns related to sku rationalization and planned liquidations and the amortization of stepped-up
inventory sold in 2015 as well as higher depreciation and amortization as a percentage of net sales resulting from the recording
of favorable lease rights and fixed assets at their fair values in connection with the Acquisition.

Interest expense, net. Interest expense, net was $599.4 million in 2015 compared to $80.1 million in 2014 due to the following:

• A $161.9 million increase in interest for debt issued in conjunction with the Acquisition compared with interest on the
senior notes;

• An $89.5 million prepayment penalty on retirement of the senior notes;

• A $39.5 million prepayment penalty for the Term Loan B refinancing;

• A $27.3 million write-off of the debt discount and deferred financing costs due to the Term Loan B refinancing;

• A $19.0 million write-off of deferred financing costs due to a $1.0 billion prepayment of the Term Loan B-1; and

• A $12.1 million increase in loan commitment fees on the new debt structure.

Income taxes. Our effective tax rate was 37.0% in 2015 compared to 37.2% in 2014. The rate decrease is due to the utilization
of a capital loss to offset the previously recognized gain on our investment in Ollie’s Holdings, Inc. and additional work opportunity
tax credits partially offset by an increase in the valuation allowance.

Segment Information

We operate a chain of more than 14,300 retail discount stores in 48 states and five Canadian provinces. Our operations are
conducted in two reporting business segments: Dollar Tree and Family Dollar. We define our segments as those operations whose
results our chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

The Dollar Tree segment is the leading operator of discount variety stores offering merchandise at the fixed price of $1.00.
The Dollar Tree segment includes our operations under the “Dollar Tree” and “Dollar Tree Canada” brands, 11 distribution centers
in the United States, two distribution centers in Canada and a Store Support Center in Chesapeake, Virginia.

The Family Dollar segment operates a chain of general merchandise 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, 11 distribution centers and a Store Support Center in Matthews, North Carolina.

We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating
income (loss). We may revise the measurement of each segment’s operating income (loss), including the allocation of distribution
center and Store Support Center costs, as determined by the information regularly reviewed by the CODM. When the measurement
of a segment changes, previous period amounts and balances are reclassified to be comparable to the current period’s presentation.

Dollar Tree

The following table summarizes the operating results of the Dollar Tree segment:

Year Ended
January 28, 2017 January 30, 2016 January 31, 2015

(in millions) $ % of Sales $ % of Sales $ % of Sales
Net sales $ 10,138.7 $ 9,336.4 $ 8,602.2
Gross profit 3,584.7 35.4% 3,249.3 34.8% 3,034.0 35.3%
Operating income 1,305.3 12.9% 1,080.5 11.6% 1,040.2 12.1%

33
Fiscal year ended January 28, 2017 compared to fiscal year ended January 30, 2016

Net sales for Dollar Tree increased 8.6% in 2016 compared to 2015 due to sales from new stores and a comparable store sales
increase of 1.8% on a constant currency basis.

Gross profit margin for Dollar Tree increased to 35.4% in 2016 compared to 34.8% in 2015. Variances in gross profit margin
include:

• lower merchandise cost, as a percentage of sales, due to higher initial mark-on and favorable freight costs;

• lower markdowns due to Deals markdowns in 2015 in preparation for their conversion to Dollar Tree stores;

• higher distribution and occupancy costs as a percentage of net sales.

Operating income margin for Dollar Tree increased to 12.9% in 2016 compared to 11.6% in 2015. Excluding acquisition costs
of $0.5 million in 2016 and $39.2 million or 40 basis points in 2015, operating income margin was 12.9% and 12.0% in 2016 and
2015, respectively. Excluding acquisition costs, the increase in operating income margin was the result of higher gross profit
margin as noted above and lower legal fees and advertising expenses partially offset by higher payroll costs as a percentage of net
sales due to higher store hourly payroll expenses.

Fiscal year ended January 30, 2016 compared to fiscal year ended January 31, 2015

Net sales for Dollar Tree increased 8.5% in 2015 compared to 2014 due to sales from new stores and a comparable store sales
increase of 2.5% on a constant currency basis.

Gross profit margin for Dollar Tree decreased to 34.8% in 2015 compared to 35.3% in 2014. The decrease in gross profit
margin was due to:

• higher distribution and occupancy costs as a percentage of net sales;

• higher shrink as a result of unfavorable physical inventory results; and

• higher markdowns due to Deals markdowns taken on multi-price inventory in preparation for their conversion to Dollar
Tree stores.

Operating income margin for Dollar Tree decreased to 11.6% in 2015 compared to 12.1% in 2014. Excluding acquisition
costs of $39.2 million or 40 basis points in 2015 and $28.5 million or 35 basis points in 2014, operating income margin was 12.0%
and 12.4% in 2015 and 2014, respectively. Excluding acquisition costs, the decrease in operating income margin was the result
of lower gross profit margin as noted above and higher professional fees related to the Family Dollar integration partially offset
by lower payroll costs as a percentage of net sales due to lower profit sharing contributions.

Family Dollar

The following table summarizes the operating results of the Family Dollar segment:

Year Ended
January 28, 2017 January 30, 2016

(in millions) $ % of Sales $ % of Sales
Net sales $10,580.5 $ 6,162.0
Gross profit 2,810.0 26.6% 1,407.4 22.8 %
Operating income (loss) 399.5 3.8% (30.8) (0.5)%

Net sales for Family Dollar increased $4,418.5 million or 71.7% in 2016 compared to 2015 resulting from 22 additional weeks
of operations in fiscal year 2016 compared to fiscal year 2015 partially offset by the loss of sales due to the required divestiture
of 325 stores and the rebannering of 296 stores from Family Dollar to Dollar Tree since the Acquisition.

Gross profit for Family Dollar increased $1,402.6 million or 99.7% in 2016 compared to 2015 due to an additional 22 weeks
of operations in 2016 compared to 2015. Gross profit, as a percentage of sales, increased to 26.6% in 2016 compared to 22.8% in
2015. The 380 basis point increase in gross profit margin was due to lower merchandise cost due to a decrease in inventory step-
up amortization, synergy efforts and lower markdowns. Gross profit margin was negatively impacted in 2015 due to $73.0 million

of markdown expense related to sku rationalization and planned liquidations and $70.2 million in amortization expense related to
stepped-up inventory which was sold in 2015.

Operating income for Family Dollar increased $430.3 million or 1,397.1% in 2016 compared to 2015 due to an additional 22
weeks of operations in 2016 compared to 2015. Operating income, as a percentage of sales, increased primarily due to improved
gross profit margin as noted above.

Because the acquisition of Family Dollar occurred in the fiscal year ended January 30, 2016, comparable information for the
Family Dollar segment for the year ended January 31, 2015 is not available.

Liquidity and Capital Resources

Our business requires capital to build and open new stores, expand our distribution network and operate and expand our
existing stores. Our working capital requirements for existing stores are seasonal in nature and typically reach their peak in the
months of September and October. Historically, we have satisfied our seasonal working capital requirements for existing stores
and have funded our store opening and distribution network expansion programs from internally generated funds and borrowings
under our credit facilities.

The following table compares cash-flow related information for the years ended January 28, 2017, January 30, 2016 and
January 31, 2015:

Year Ended

January 28, January 30, January 31,

(in millions) 2017 2016 2015
Net cash provided by (used in):

Operating activities $ 1,673.3 $ 802.5 $ 942.8
Investing activities (483.6) (6,978.4) (315.0)
Financing activities (1,060.5) 6,048.8 (30.6)

Net cash provided by operating activities increased $870.8 million in 2016 compared to 2015 due primarily to higher net
income, net of depreciation and amortization, increases in other current liabilities and decreases in other current assets and
inventories. These are partially offset by decreases in accounts payable and deferred income tax liabilities.

Net cash provided by operating activities decreased $140.3 million in 2015 compared to 2014 due primarily to lower net
income, net of depreciation and amortization, a decrease in accrued expenditures related to the Family Dollar acquisition, and an
increase in cash used to purchase merchandise inventories offset by an increase in accounts payable.

Net cash used in investing activities decreased $6,494.8 million in 2016 compared with 2015 primarily due to cash used for
the acquisition of Family Dollar in 2015.

Net cash used in investing activities increased $6,663.4 million in 2015 compared with 2014 primarily due to the acquisition
of Family Dollar and higher capital expenditures.

In 2016, net cash provided by financing activities decreased $7,109.3 million compared to 2015 primarily due to lower debt
proceeds partially offset by lower principal payments compared to the prior year.

In 2015, net cash provided by financing activities increased $6,079.4 million compared to 2014 primarily due to the issuance
of the acquisition-related debt partially offset by the repayment of the senior notes and principal payments on the term loans.

At January 28, 2017, our long-term borrowings were $6,391.8 million. We also have $120.0 million, $110.0 million and
$100.0 million Letter of Credit Reimbursement and Security Agreements, under which approximately $194.9 million were
committed to letters of credit issued for routine purchases of imported merchandise at January 28, 2017.

In September 2013, we entered into a Note Purchase Agreement (“NPA”) with institutional accredited investors in which we
issued and sold $750.0 million of senior notes (the “Notes”) in an offering exempt from the registration requirements of the
Securities Act of 1933. The Notes consisted of three tranches: $300.0 million of 4.03% Senior Notes due September 16, 2020;
$350.0 million of 4.63% Senior Notes due September 16, 2023; and $100.0 million of 4.78% Senior Notes due September 16,
2025. Interest on the Notes was payable semi-annually on January 15 and July 15 of each year. The Notes were unsecured and
ranked pari passu in right of repayment with our other senior unsecured indebtedness. We could prepay some or all of the Notes
at any time in an amount not less than 5% of the original aggregate principal amount of the Notes to be prepaid, at a price equal

to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable make-whole
amount. In the event of a change in control (as defined in the Note Purchase Agreement), we could have been required to prepay
the Notes. The Note Purchase Agreement contained customary affirmative and restrictive covenants. We used the net proceeds of
the Notes to finance share repurchases.

On January 20, 2015, we entered into the First Amendment (the “ Notes Amendment”) to the Note Purchase Agreement, with
a majority of the noteholders party thereto. The Notes Amendment was entered into in connection with our pending acquisition
of Family Dollar. The Notes Amendment allowed, among other things, a newly-formed subsidiary of Dollar Tree to issue debt
and hold the proceeds in escrow pending consummation of the Acquisition (such debt, the “Escrow Debt”). Pursuant to the terms
of the Notes Amendment, in certain circumstances the amount of interest due on the Notes could increase by 1.0% per annum.
The Notes Amendment also contained certain negative covenants and other restrictions applicable during the period in which any
Escrow Debt is outstanding. On the Acquisition date, we prepaid the Notes outstanding of $750.0 million and paid $89.5 million
of a make-whole premium, determined in accordance with the provisions of the Dollar Tree NPA plus additional interest in
accordance with the provisions of the first amendment to the Dollar Tree NPA.

In June 2012, we entered into a five-year $750.0 million unsecured Credit Agreement (the Agreement). The Agreement
provided for a $750.0 million revolving line of credit, including up to $150.0 million in available letters of credit. The interest
rate on the Agreement was based, at our option, on a LIBOR rate, plus a margin, or an alternate base rate, plus a margin. The
Agreement also bore a facilities fee, calculated as a percentage, as defined, of the amount available under the line of credit, payable
quarterly. The Agreement also bore an administrative fee payable annually. The Agreement, among other things, required the
maintenance of certain specified financial ratios, restricted the payment of certain distributions and prohibited the incurrence of
certain new indebtedness.

In September 2013, we amended the Agreement to enable the issuance of the Notes.

On August 15, 2014, we entered into an amendment (the “Credit Amendment”) to the Agreement. The Credit Amendment
further amended the Agreement to facilitate the issuance and/or borrowings of certain third-party debt financing to finance the
Acquisition. The Credit Amendment also facilitated escrow arrangements related to the Acquisition. On the Acquisition Date, we
paid in full all amounts owing under the Agreement and terminated all commitments to extend further credit thereunder.

On February 23, 2015, we completed the offering of $750.0 million aggregate principal amount of 5.25% senior notes due
2020 (the “2020 Notes”) and $2.5 billion aggregate principal amount of 5.75% senior notes due 2023 (the “2023 Notes”, and
together with the 2020 notes, the “Acquisition Notes”). The Acquisition Notes were offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only
to non-U.S. investors pursuant to Regulation S under the Securities Act. We used the proceeds of the Acquisition Notes to finance
in part the Acquisition. On August 1, 2016, we completed the exchange of the Acquisition Notes for registered notes with
substantially identical terms. The Acquisition Notes are fully, unconditionally, jointly and severally guaranteed on an unsecured,
unsubordinated basis, subject to certain exceptions, by each of our subsidiaries which guarantee the obligations under our senior
secured credit facilities or certain other indebtedness, including Family Dollar and certain of its subsidiaries.

The 2020 notes, which mature on March 1, 2020, were issued pursuant to an indenture, dated as of February 23, 2015, with
U.S. Bank National Association, as trustee (the “2020 Notes Indenture”). The 2023 notes, which mature on March 1, 2023, were
issued pursuant to an indenture, dated as of February 23, 2015, with U.S. Bank National Association, as trustee (the “2023 Notes
Indenture”, and together with the 2020 notes indenture, the “Indentures”).

Interest on the Acquisition Notes is due semiannually on March 1 and September 1 of each year and commenced on
September 1, 2015. No principal is due on the Acquisition Notes until their maturity dates.

The Indentures contain covenants that limit our and certain of our subsidiaries ability to, among other things and subject to
certain significant exceptions: (i) incur, assume or guarantee additional indebtedness; (ii) declare or pay dividends or make other
distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests; (iii) make any principal payment
on, or redeem or repurchase, subordinated debt; (iv) make loans, advances or other investments; (v) incur liens; (vi) sell or otherwise
dispose of assets, including capital stock of subsidiaries; (vii) consolidate or merge with or into, or sell all or substantially all assets
to, another person; and (viii) enter into transactions with affiliates. The Indentures also provide for certain events of default, which,
if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all
the then outstanding Acquisition Notes under the applicable indenture to be declared immediately due and payable.

The restriction in the Indentures on our ability to pay dividends is subject to certain significant exceptions, including an
exception that permits us to pay dividends and make other distributions regardless of dollar amount so long as, after giving pro
forma effect thereto, we would have a consolidated total net leverage ratio, as defined under the Indentures, no greater than 3.50
to 1.00. As of January 28, 2017, our consolidated total net leverage ratio, as defined in the Indentures, was below 3.50 to 1.00. So

long as our consolidated total net leverage ratio remains below 3.50 to 1.00, the Indentures do not restrict our ability to pay
dividends.

On March 9, 2015, we entered into a credit agreement, with JPMorgan Chase Bank, N.A., as administrative agent, providing
for $6.2 billion in senior secured credit facilities (the “New Senior Secured Credit Facilities”) consisting of a $1.25 billion revolving
credit facility (the “New Revolving Credit Facility”) and $4.95 billion of term loan facilities (the “New Term Loan Facilities”).
The New Term Loan Facilities consisted of a $1.0 billion Term Loan A tranche and a $3.95 billion Term Loan B tranche. The New
Revolving Credit Facility and the borrowings under the Term Loan A tranche mature five years after the Acquisition Date, unless
any of the 2020 Notes remain outstanding as of 91 days prior to their stated maturity, in which case the New Revolving Credit
Facility and the borrowings under the Term Loan A tranche will mature at such time. The borrowings under the Term Loan B
tranche mature seven years after the Acquisition Date.

Upon the consummation of the Acquisition, we drew the term loans under the Term Loan A facility and have the ability to
borrow under the New Revolving Credit Facility.

The New Senior Secured Credit Facilities were not guaranteed by us or any of our subsidiaries prior to the consummation of
the Acquisition, but upon and after the Acquisition Date, the New Senior Secured Credit Facilities are guaranteed by certain of
our direct or indirect wholly-owned U.S. subsidiaries, including Family Dollar and certain of its subsidiaries (collectively, the
“Credit Agreement Guarantors”). Upon and after the Acquisition Date, the New Senior Secured Credit Facilities are secured by
a security interest in substantially all of the assets of Dollar Tree and the Credit Agreement Guarantors, subject to certain exceptions.

The New Senior Secured Credit Facilities contain representations and warranties, events of default and affirmative and negative
covenants. These include, among other things and subject to certain significant exceptions, restrictions on our ability to declare
or pay dividends, repay the Acquisition Notes, create liens, incur additional indebtedness, make investments, dispose of assets
and merge or consolidate with any other person. In addition, a financial maintenance covenant based on our consolidated first lien
secured net leverage ratio will apply to the New Revolving Credit Facility and the Term Loan A tranche of the New Term Loan
Facilities.

The restriction in the New Senior Secured Credit Facilities on our ability to pay dividends is subject to certain significant
exceptions, including an exception that permits us to pay dividends and make other restricted payments regardless of dollar amount
so long as, after giving pro forma effect thereto, we would have a consolidated total net leverage ratio, as defined under the New
Senior Secured Credit Facilities, no greater than 3.50 to 1.00. As of January 28, 2017, our consolidated total net leverage ratio, as
defined in the New Senior Secured Credit Facilities, was below 3.50 to 1.00. So long as our consolidated total net leverage ratio
remains below 3.50 to 1.00, the New Senior Secured Credit Facilities do not restrict our ability to pay dividends.

On June 11, 2015, we amended the terms of the New Senior Secured Credit Facilities to refinance the Term Loan B tranche
with $3.3 billion of floating-rate Term Loan B-1 and $650.0 million of 4.25% fixed-rate Term Loan B-2.

The Term Loan B-2 does
not require amortization payments prior to maturity.

The New Term Loan Facilities, excluding the Term Loan B-2, require mandatory prepayments in connection with certain
asset sales and out of excess cash flow, among other things, and subject in each case to certain significant exceptions. We will pay
certain commitment fees in connection with the New Revolving Credit Facility. The Term Loan B-2 requires us to pay a 2.0%
prepayment fee if it is repaid in the second year after the refinance date and a 1.0% prepayment fee if it is repaid in the third year
after the refinance date.

On January 26, 2016, we prepaid $1.0 billion of the $3.3 billion Term Loan B-1.

On August 30, 2016, we entered into an amendment (the “Third Amendment”) to the New Senior Secured Credit Facilities.
The Third Amendment reduced the applicable interest rate margin with respect to the Term Loan A tranche of our New Term Loan
Facilities, which had $937.5 million outstanding immediately prior to the date of the Third Amendment, and our New Revolving
Credit Facility, which was undrawn other than letters of credit immediately prior to the date of the Third Amendment. The reduction
in the interest rate margins was accomplished by replacing the existing Term Loan A tranche with a new Term Loan A-1 tranche
and the New Revolving Credit Facility with new revolving facility commitments (the “Tranche A Revolving Credit Facility”) that,
except as set forth below, have terms identical to the existing Term Loan A tranche and New Revolving Credit Facility. As a result,
the total amount borrowed under the Third Amendment was unchanged from the total amount borrowed under the New Senior
Secured Credit Facilities.

Credit Facility or the Term Loan A-1 tranche will bear interest at LIBOR plus 1.50% to 2.25% or at a base rate plus 0.50% to
1.25% and we will pay a commitment fee on the unused portion of the Tranche A Revolving Credit Facility ranging from 0.25%
to 0.375% (in each case, determined based on our secured net leverage ratio).

Beginning on January 13, 2017, loans made under the Term Loan A-1 tranche require quarterly amortization payments of
1.25% of the original principal amount until April 15, 2017 and 1.875% after April 15, 2017.

The restrictive covenants and events of default in the Third Amendment are unchanged from the provisions in the New Senior
Secured Credit Facilities.

On September 22, 2016, we entered into an amendment (the “Fourth Amendment”) to the New Senior Secured Credit Facilities.
The Fourth Amendment provided for an additional $1,275.0 million in additional principal amounts under the Term Loan A-1
tranche and $750.0 million in total principal amount of Term Loan B-3. The proceeds of the additional loans under the Term Loan
A-1 tranche and the Term Loan B-3 were used to prepay the $2,025.0 million of existing Term Loan B-1. In addition, we used
$242.0 million of cash on hand to prepay the remainder of the Term Loan B-1.

The Term Loan B-3 bore interest at LIBOR plus 2.50% annually (or a base rate plus 1.50%).

Beginning on January 13, 2017, the Term Loan B-3 required quarterly amortization payments of 0.25% of the original principal
amount until maturity.

The obligations and additional loans under the Tranche A Revolving Credit Facilities, the Term Loan A-1 tranche and the
Term Loan B-3 are secured by the same collateral and subject to the same guarantees as the other classes of loans under the New
Senior Secured Credit Facilities. The restrictive covenants and events of default in the Fourth Amendment are substantially the
same as the provisions in the New Senior Secured Credit Facilities.

In connection with the Third Amendment and Fourth Amendment to the New Senior Secured Credit Facilities, we accelerated
the expensing of approximately $26.6 million of amortizable non-cash deferred financing costs and expensed approximately $2.6
million in transaction-related costs.

On January 20, 2017, we prepaid the $748.1 million remaining outstanding under our Term Loan B-3. The prepayment resulted
in an acceleration of the amortization of debt-issuance costs associated with the Term Loan B-3 of $11.7 million.

Annual interest expense is expected to approximate $307.7 million in 2017, $14.2 million of which is non-cash amortization
of debt-issuance costs and debt premiums.

Historically we have used cash to repurchase shares but we did not repurchase any shares in fiscal 2016, 2015 or 2014. At
January 28, 2017, we have $1.0 billion remaining under Board repurchase authorization.

Funding Requirements

Overview, Including Off-Balance Sheet Arrangements

We expect our cash needs for opening new stores and expanding existing stores in fiscal 2017 to total approximately $419.8
million, which includes capital expenditures, initial inventory and pre-opening costs.

At January 28, 2017, we have $1,250.0 million available under our Tranche A Revolving Credit Facility, less amounts
outstanding for standby letters of credit totaling $160.7 million.

Our estimated capital expenditures for fiscal 2017 are between $760.0 million and $780.0 million, including planned
expenditures for our new and expanded stores, the addition of freezers and coolers to approximately 400 stores, the start of
construction of a new Dollar Tree banner distribution center and the expansion of our Chesapeake, Virginia store support center.
We believe that we can adequately fund our working capital requirements and planned capital expenditures for the next few years
from net cash provided by operations and potential borrowings under our Tranche A Revolving Credit Facility.

The following tables summarize our material contractual obligations at January 28, 2017, including both on- and off-balance
sheet arrangements, and our commitments, including interest on long-term borrowings (in millions):

Contractual Obligations Total 2017 2018 2019 2020 2021 Thereafter
Lease Financing

Operating lease obligations $ 7,209.3 $ 1,369.5 $ 1,180.4 $ 1,021.7 $ 815.9 $ 670.9 $ 2,150.9
Long-term Borrowings

Acquisition notes 3,250.0 — — — 750.0 — 2,500.0
Term loans 2,834.8 152.1 165.9 165.9 1,700.9 — 650.0
Assumed secured senior notes 300.0 — — — — 300.0 —
Forgivable promissory note 7.0 — 0.1 1.4 1.4 1.4 2.7
Interest on long-term borrowings 1,427.6 289.5 289.9 290.1 216.4 171.0 170.7

Total obligations $ 15,028.7 $ 1,811.1 $ 1,636.3 $ 1,479.1 $ 3,484.6 $ 1,143.3 $ 5,474.3

Commitments Total
Expiring
in 2017

Expiring
in 2018

Expiring
in 2019

Expiring
in 2020

Expiring
in 2021 Thereafter

Letters of credit and surety bonds $ 425.4 $ 400.8 $ 24.2 $ 0.3 $ 0.1 $ — $ —
Technology assets 13.5 13.5 — — — — —
Telecommunication contracts 104.7 34.6 32.6 32.2 5.3 — —
Total commitments $ 543.6 $ 448.9 $ 56.8 $ 32.5 $ 5.4 $ — $ —

Lease Financing

Operating lease obligations. Our operating lease obligations are primarily for payments under noncancelable store leases.
The commitment includes amounts for leases that were signed prior to January 28, 2017 for stores that were not yet open on
January 28, 2017.

Long-term Borrowings

Acquisition Notes. In February 2015, we completed the offering of $750.0 million aggregate principal amount of 5.25% senior
notes due March 1, 2020 (the “2020 Notes”) and $2.5 billion aggregate principal amount of 5.75% senior notes due March 1, 2023
(the “2023 Notes”, and together with the 2020 Notes, the “Acquisition Notes”). The Acquisition Notes were offered only to
qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and
outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. On August 1, 2016, we
completed the exchange of the Acquisition Notes for registered notes with substantially identical terms. The Acquisition Notes
are fully, unconditionally, jointly and severally guaranteed on an unsecured, unsubordinated basis, subject to certain exceptions,
by each of our subsidiaries which guarantee the obligations under our senior secured credit facilities or certain other indebtedness,
including Family Dollar and certain of its subsidiaries. Interest on the Acquisition Notes is due semiannually on March 1 and
September 1 and commenced on September 1, 2015. For complete terms of the Acquisition Notes please see “Note 6 – Long-Term
Debt” in “Item 8. Financial Statements and Supplementary Data” beginning on page 68 of this Form 10-K.

Credit Facility and Term Loans. On March 9, 2015, we entered into a credit agreement, with JPMorgan Chase Bank, N.A.,
as administrative agent, providing for $6.2 billion in senior secured credit facilities (the “New Senior Secured Credit Facilities”)
consisting of a $1.25 billion revolving credit facility (the “New Revolving Credit Facility”) and $4.95 billion of term loan facilities
(the “New Term Loan Facilities”). The New Term Loan Facilities consisted of a $1.0 billion Term Loan A tranche and a $3.95
billion Term Loan B tranche. The New Revolving Credit Facility and the borrowings under the Term Loan A tranche mature five
years after the Acquisition Date, unless any of the 2020 Notes remain outstanding as of 91 days prior to their stated maturity, in
which case the New Revolving Credit Facility and the borrowings under the Term Loan A tranche will mature at such time. The
borrowings under the Term Loan B tranche mature seven years after the Acquisition Date. Upon and after the Acquisition Date,
the New Senior Secured Credit Facilities are guaranteed by certain of our direct or indirect wholly-owned U.S. subsidiaries,
including Family Dollar and certain of its subsidiaries (collectively, the “Credit Agreement Guarantors”). Upon and after the
Acquisition Date, the New Senior Secured Credit Facilities are secured by a security interest in substantially all of our assets and
those of the Credit Agreement Guarantors, subject to certain exceptions.

On January 26, 2016, we prepaid $1.0 billion of the $3.3 billion Term Loan B-1.

On August 30, 2016, we amended the terms of the New Senior Secured Credit Facilities to refinance the Term Loan A tranche
and the New Revolving Credit Facility by replacing the existing Term Loan A tranche with a new Term Loan A-1 tranche and the
New Revolving Credit Facility with new revolving facility commitments (the “Tranche A Revolving Credit Facility”), reducing
the applicable interest rate margins.

On September 22, 2016, we amended the terms of the New Senior Secured Credit Facilities to provide for $1,275.0 million
in additional principal amounts under the Term Loan A-1 tranche and $750.0 million in total principal amount of Term Loan B-3.
The proceeds of the additional loans under the Term Loan A-1 tranche and the Term Loan B-3 were used to prepay the $2,025.0
million of existing Term Loan B-1. In addition, we used $242.0 million of cash on hand to prepay the remainder of the Term Loan
B-1.

Loans made under the Tranche A Revolving Credit Facility or the Term Loan A-1 tranche will bear interest at LIBOR plus
1.75% annually (or a base rate plus 0.75%) until we deliver our quarterly compliance certificate to the lenders outlining our secured
net leverage ratio for the quarter ended January 28, 2017. Prior to that date, we will pay a commitment fee on the unused portion
of the Tranche A Revolving Credit Facility of 0.30% annually. After January 28, 2017, loans made under the Tranche A Revolving
Credit Facility or the Term Loan A-1 tranche will bear interest at LIBOR plus 1.50% to 2.25% or at a base rate plus 0.50% to
1.25% and we will pay a commitment fee on the unused portion of the Tranche A Revolving Credit Facility ranging from 0.25%
to 0.375% (in each case, determined based on our secured net leverage ratio). The Term Loan B-3 bore interest at LIBOR plus
2.50% annually (or a base rate plus 1.50%).

On January 20, 2017, we prepaid the $748.1 million remaining outstanding under our Term Loan B-3.

For complete terms of the Credit Facility and Term Loans please see “Note 6 – Long-Term Debt” in “Item 8. Financial
Statements and Supplementary Data” beginning on page 68 of this Form 10-K.

Secured Senior Notes. We assumed the liability for $300.0 million of 5.0% senior notes due February 1, 2021 which were
issued by Family Dollar on January 28, 2011 through a public offering. These unsecured notes became secured upon closing of
the Acquisition. These notes are equally and ratably secured with the Term Loans.

Forgivable promissory note. In 2012, we entered into a promissory note with the state of Connecticut under which the state
loaned us $7.0 million in connection with our acquisition, construction and installation of land, building, machinery and equipment
for our distribution facility in Windsor, Connecticut. If certain performance targets are met, the loan will be forgiven in fiscal 2018.
If the performance targets are not met, the loan and accrued interest must be repaid over a five-year period beginning in fiscal
2018.

Interest on long-term borrowings. These amounts represent interest payments on the Acquisition Notes, Term Loans, Senior
Secured Notes and Forgivable Promissory Note using the interest rates for each at January 28, 2017.

Commitments

Letters of credit and surety bonds. We are a party to three Letter of Credit Reimbursement and Security Agreements providing
$120.0 million, $110.0 million and $100.0 million, respectively, for letters of credit. Letters of credit are generally issued for the
routine purchase of imported merchandise and we had approximately $194.9 million of purchases committed under these letters
of credit at January 28, 2017.

We also have approximately $160.7 million of letters of credit outstanding that serve as collateral for our large-deductible
insurance programs and $69.8 million of surety bonds outstanding primarily for certain utility payment obligations at some of our
stores and self-insured insurance programs.

Technology assets. We have commitments totaling approximately $13.5 million to primarily purchase store technology assets
and maintenance for our stores during 2017.

Telecommunication contracts. We have contracted for telecommunication services with contracts expiring in 2020. The total
amount of these commitments is approximately $104.7 million.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates. Certain of our estimates require a high level of judgment
and have the potential to have a material effect on the financial statements if actual results vary significantly from those estimates.
Following is a discussion of the estimates that we consider critical.

Inventory Valuation

As discussed in “Note 1 – Summary of Significant Accounting Policies” under the caption “Merchandise Inventories” in “Item
8. Financial Statements and Supplementary Data” beginning on page 52 of this Form 10-K, inventories at the distribution centers
are stated at the lower of cost or market with cost determined on a weighted-average basis. Cost is assigned to store inventories
using the retail inventory method on a weighted-average basis. Under the retail inventory method, the valuation of inventories at
cost and the resulting gross margins are computed by applying a calculated cost-to-retail ratio to the retail value of inventories.
The retail inventory method is an averaging method that is widely used in the retail industry and results in valuing inventories at
lower of cost or market when markdowns are taken as a reduction of the retail value of inventories on a timely basis.

Inventory valuation methods require certain significant management estimates and judgments, including estimates of future
merchandise markdowns and shrink, which significantly affect the ending inventory valuation at cost as well as the resulting gross
margins. The averaging required in applying the retail inventory method and the estimates of shrink and markdowns could, under
certain circumstances, result in costs not being recorded in the proper period.

We estimate our markdown reserve based on the consideration of a variety of factors, including, but not limited to, quantities
of slow moving or seasonal carryover merchandise on hand, historical markdown statistics and future merchandising plans. The
accuracy of our estimates can be affected by many factors, some of which are outside of our control, including changes in economic
conditions and consumer buying trends. Historically, we have not experienced significant differences in our estimated reserve for
markdowns compared with actual results.

Our accrual for shrink is based on the actual, historical shrink results of our most recent physical inventories adjusted, if
necessary, for current economic conditions and business trends. These estimates are compared to actual results as physical inventory
counts are taken and reconciled to the general ledger. Our physical inventory counts are generally taken between January and
October of each year; therefore, the shrink accrual recorded at January 28, 2017 is based on estimated shrink for most of 2016,
including the fourth quarter. We have not experienced significant fluctuations in historical shrink rates beyond approximately
10-20 basis points in our Dollar Tree segment for the last few years. The amounts recorded in the current year reflect the Dollar
Tree and Family Dollar segments’ historical results. We periodically adjust our shrink estimates to reflect our best estimates based
on the factors described.

Our management believes that our application of the retail inventory method results in an inventory valuation that reasonably
approximates cost and results in carrying inventory at the lower of cost or market each year on a consistent basis.

In our Family Dollar segment, we receive vendor support in the form of cash payments or allowances through a variety of
reimbursements such as purchase discounts and allowances, cooperative advertising, scan downs and volume or other rebates. We
have agreements with vendors setting forth the specific conditions for each allowance or payment. In accordance with ASC 605-50,
“Revenue Recognition – Customer Payments and Incentives,” depending on the arrangement, we either recognize the allowance
as a reduction of current costs or recognize the benefit over the period the related merchandise is sold. If the payment is a
reimbursement for costs incurred, it is offset against those related costs; otherwise, it is treated as a reduction to cost of goods
sold.

Accrued Expenses

On a monthly basis, we estimate certain expenses in an effort to record those expenses in the period incurred. Certain expenses,
such as legal reserves, require a high degree of judgment and our most material estimates include domestic freight expenses, self-
insurance costs, store-level operating expenses, such as property taxes and utilities, and certain other expenses.

We are involved in numerous legal proceedings and claims. Our accruals, if any, related to these proceedings and claims are
based on a determination of whether or not the loss is both probable and estimable. We review outstanding matters with external
counsel to assess the probability of an unfavorable outcome and estimates of loss. We re-evaluate outstanding proceedings and
claims each quarter or as new and significant information becomes available, and we adjust or establish accruals, if necessary.
Our legal proceedings are described in “Note 5 – Commitments and Contingencies” under the caption “Contingencies” in “Item
8. Financial Statements and Supplementary Data” beginning on page 64 of this Form 10-K.

Our freight and store-level operating expenses are estimated based on current activity and historical trends and results. Our
workers’ compensation, general liability and health insurance accruals are recorded based on third-party actuarial valuations which

we obtain at least annually. For our workers’ compensation and general liability accruals, these actuarial valuations are estimates
based on our historical loss development factors. For our health insurance accrual, the actuary provides an estimate based on
historical claims and claim payment timing. Certain other expenses are estimated and recorded in the periods that management
becomes aware of them. The related accruals are adjusted as management’s estimates change.

Differences in management’s estimates and assumptions could result in expenses which are materially different from the
calculated accruals. Our experience has been that some of our estimates are too high and others are too low. Historically, the net
total of these differences has not had a material effect on our financial condition or results of operations.

Business Combinations-Purchase Price Allocation

For the Family Dollar acquisition, we allocated the purchase price to the various tangible and intangible assets acquired and
liabilities assumed, based on their estimated fair values, which were finalized during the second quarter of fiscal 2016. Determining
the fair value of certain assets and liabilities is subjective in nature and often involves the use of significant estimates and
assumptions, which are inherently uncertain. We engaged third party experts to assist in the determination of fair value for certain
complex assets acquired and liabilities assumed. Many of the estimates and assumptions used to determine fair values, such as
those used for intangible assets are made based on forecasted information and discount rates. In addition, the judgments made in
determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can
materially impact our results of operations.

Goodwill and Other Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets are initially recorded at their fair values. These assets, including goodwill, are not amortized
but are evaluated annually for impairment. An additional evaluation is performed if events or circumstances indicate that impairment
could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic
trends, unanticipated changes in the competitive environment and a significant sustained decline in the market price of our stock.

For purposes of our goodwill impairment evaluation, the reporting units are Family Dollar, Dollar Tree and Dollar Tree
Canada. Goodwill has been assigned to the reporting units based on prior business combinations related to the brands. We estimate
the fair value of our reporting units using projected future cash flows that are discounted using a weighted-average cost of capital
analysis that reflects current market conditions. Management judgment is a significant factor in the goodwill impairment evaluation
process. The computations require management to make estimates and assumptions. Actual values may differ significantly from
these judgments, particularly if there are significant adverse changes in the operating environments for our reporting units. Critical
assumptions that are used as part of these evaluations include:

• The potential future cash flows of the reporting unit. The projections use management’s estimates of economic and market
conditions over the projected period, including growth rates in revenue, gross margin and expenses. The cash flows are
based on our most recent business operating plans and various growth rates have been assumed for years beyond the
current business plan period. We believe that the assumptions and rates used in our fiscal 2016 impairment evaluations
are reasonable; however, variations in the assumptions and rates could result in significantly different estimates of fair
value.

• Selection of an appropriate discount rate. Calculating the present value of future cash flows requires the selection of an
appropriate discount rate, which is based on a weighted-average cost of capital analysis. The discount rate is affected by
changes in short-term interest rates and long-term yield as well as variances in the typical capital structure of marketplace
participants. Given current economic conditions, it is possible that the discount rate will fluctuate in the near term. We
engaged third party experts to assist in the determination of the weighted-average cost of capital used to discount the
cash flows for our Family Dollar reporting unit. The weighted-average cost of capital used to discount the cash flows for
our reporting units ranged from 9.0% to 13.5% for our fiscal 2016 analysis.

Indefinite-lived intangible assets, such as the Family Dollar tradename, are not subject to amortization but are reviewed at
least annually for impairment. The indefinite-lived intangible asset impairment evaluations are performed by comparing the fair
value of the indefinite-lived intangible assets to their carrying values. We estimate the fair value of tradename intangible assets
based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including
estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on
assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. The discount rate is consistent
with the discount rate used in our Family Dollar goodwill impairment evaluation adjusted for revenue-specific growth risk.

Our impairment evaluation of indefinite-lived intangible assets did not result in impairment charges during fiscal 2016, 2015
or 2014.

Income Taxes

On a quarterly basis, we estimate our required income tax liability and assess the recoverability of our deferred tax assets.
Our income taxes payable are estimated based on currently enacted tax rates and estimated state apportionment factors. Management
assesses the recoverability of deferred tax assets based on the availability of carrybacks of future deductible amounts and
management’s projections for future taxable income. We cannot guarantee that we will generate taxable income in future years.
Historically, we have not experienced significant differences in our estimates of our tax accrual.

In addition, we have a recorded liability for our estimate of uncertain tax positions taken or expected to be taken in our tax
returns. Judgment is required in evaluating the application of federal and state tax laws, including relevant case law, and assessing
whether it is more likely than not that a tax position will be sustained on examination and, if so, judgment is also required as to
the measurement of the amount of tax benefit that will be realized upon settlement with the taxing authority. Income tax expense
is adjusted in the period in which new information about a tax position becomes available or the final outcome differs from the
amounts recorded. We believe that our liability for uncertain tax positions is adequate. For further discussion of our changes in
reserves during fiscal 2016, see “Note 4 – Income Taxes” in “Item 8. Financial Statements and Supplementary Data” beginning
on page 61 of this Form 10-K.

Seasonality and Quarterly Fluctuations

We experience seasonal fluctuations in our net sales, comparable store net sales, operating income and net income and expect
this trend to continue. Our results of operations may also fluctuate significantly as a result of a variety of factors, including:

• shifts in the timing of certain holidays, especially Easter;

• the timing of new store openings;

• the net sales contributed by new stores;

• changes in our merchandise mix; and

• competition.

Our highest sales periods are the Christmas and Easter seasons. Easter was observed on April 5, 2015 and on March 27, 2016,
and will be observed on April 16, 2017. We believe that the later Easter in 2017 could result in a $10.0 million increase in sales
in the first quarter of 2017 as compared to the first quarter of 2016. We generally realize a disproportionate amount of our net
sales and of our operating and net income during the fourth quarter. In anticipation of increased sales activity during these months,
we purchase substantial amounts of inventory and hire a significant number of temporary employees to supplement our continuing
store staff. Our operating results, particularly operating and net income, could suffer if our net sales were below seasonal norms
during the fourth quarter or during the Easter season for any reason, including merchandise delivery delays due to receiving or
distribution problems, changes in consumer sentiment or inclement weather.

Our unaudited results of operations for the eight most recent quarters are shown in a table in “Note 12 – Quarterly Financial
Information (Unaudited)” in “Item 8. Financial Statements and Supplementary Data” beginning on page 88 of this Form 10-K.

Inflation and Other Economic Factors

Our ability to provide quality merchandise at a fixed price in our Dollar Tree stores and on a profitable basis may be subject
to economic factors and influences that we cannot control. Consumer spending could decline because of economic pressures,
including unemployment and rising fuel prices. Reductions in consumer confidence and spending could have an adverse effect
on our sales. National or international events, including war or terrorism, could lead to disruptions in economies in the United
States or in foreign countries. These and other factors could increase our merchandise costs, fuel costs and other costs that are
critical to our operations, such as shipping and wage rates.

Shipping Costs. Trans-Pacific shipping rates are negotiated with individual freight lines and are subject to fluctuation based
on shipping industry market conditions and fuel costs. We can give no assurances as to the final rate trends for 2017, as we are in
the early stages of our negotiations.

Wage Costs. Multiple states and local jurisdictions passed legislation that increased their minimum wages in 2016 and 2017
and the federal government has made indications that it may consider increasing the federal minimum wage. As a result, we believe
our expenses will increase except to the extent that we are able to offset our payroll costs with savings in our operations.

specified salary in order to be exempt from the overtime requirements. On November 22, 2016, a federal court judge in Texas
issued a preliminary injunction that temporarily blocks the Department of Labor from implementing and enforcing these regulations
on a national basis. As a result of the preliminary injunction we postponed our response. It is unclear what long-term impact this
injunction will have on overtime regulations. Once this matter is resolved, we will analyze our alternatives to address the overtime
regulations under the Fair Labor Standards Act.

Imports. Based on possible future legislation, tariffs on imported goods may increase and, under the border-adjustment tax
proposal, we may be unable to deduct the cost of imported goods. Last year, we paid approximately $93.7 million in tariffs and
imported approximately 27.4% of our merchandise.

Currency Fluctuations. We are exposed to fluctuations in foreign currency exchange rates as a result of our operations in
Canada.

Recent Accounting Pronouncements

See “Note 1 – Summary of Significant Accounting Policies” in “Item 8. Financial Statements and Supplementary Data”
beginning on page 52 of this Form 10-K for a detailed description of recent accounting pronouncements.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various types of market risk in the normal course of our business, including the impact of interest rate
changes and diesel fuel cost changes. We may enter into interest rate or diesel fuel swaps to manage exposure to interest rate and
diesel fuel price changes. We do not enter into derivative instruments for any purpose other than cash flow hedging and we do not
hold derivative instruments for trading purposes.

Interest Rate Risk

At January 28, 2017, we had $2.2 billion in borrowings subject to interest rate fluctuations. Borrowings under the Term Loan
A-1 bear interest based on LIBOR plus 1.75%. As of January 28, 2017, approximately 34% of our total debt includes variable
interest rates. A 1.0% increase in the LIBOR rate would result in an annual increase in interest expense related to our variable rate
debt of $21.8 million.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements Page

Report of Independent Registered Public Accounting Firm

Consolidated Income Statements for the Years Ended January 28, 2017, January 30, 2016 and January 31,
2015

Consolidated Statements of Comprehensive Income for the Years Ended January 28, 2017, January 30,
2016 and January 31, 2015

Consolidated Balance Sheets as of January 28, 2017 and January 30, 2016

Consolidated Statements of Shareholders’ Equity for the Years Ended January 28, 2017, January 30, 2016
and January 31, 2015

Consolidated Statements of Cash Flows for the Years Ended January 28, 2017, January 30, 2016 and
January 31, 2015

Notes to Consolidated Financial Statements

48
49

51
52

46
Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Dollar Tree, Inc.:

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. (the Company) as of January 28, 2017 and
January 30, 2016, and the related consolidated income statements, and statements of comprehensive income, shareholders’ equity,
and cash flows for each of the years in the period ended January 28, 2017. These consolidated financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Dollar Tree, Inc. as of January 28, 2017 and January 30, 2016, and the results of its operations and its cash flows for each of
the years in the period ended January 28, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of January 28, 2017, based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report
dated March 28, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.

/s/ KPMG LLP

Norfolk, Virginia
March 28, 2017

DOLLAR TREE, INC.
CONSOLIDATED INCOME STATEMENTS

Year Ended
January 28, January 30, January 31,

(in millions, except per share data) 2017 2016 2015
Net sales $ 20,719.2 $ 15,498.4 $ 8,602.2
Cost of sales 14,324.5 10,841.7 5,568.2

Gross profit 6,394.7 4,656.7 3,034.0
Selling, general and administrative expenses 4,689.9 3,607.0 1,993.8

Operating income 1,704.8 1,049.7 1,040.2
Interest expense, net 375.5 599.4 80.1
Other (income) expense, net (0.1) 2.1 5.9

Income before income taxes 1,329.4 448.2 954.2
Provision for income taxes 433.2 165.8 355.0
Net income $ 896.2 $ 282.4 $ 599.2
Basic net income per share $ 3.80 $ 1.27 $ 2.91
Diluted net income per share $ 3.78 $ 1.26 $ 2.90

See accompanying Notes to Consolidated Financial Statements

DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended
January 28, January 30, January 31,

(in millions) 2017 2016 2015
Net income $ 896.2 $ 282.4 $ 599.2

Foreign currency translation adjustments 5.5 (9.0) (17.2)

Total comprehensive income $ 901.7 $ 273.4 $ 582.0

See accompanying Notes to Consolidated Financial Statements

DOLLAR TREE, INC.
CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)
January 28,

2017
January 30,

2016
ASSETS
Current assets:

Cash and cash equivalents $ 866.4 $ 736.1
Short-term investments 4.0 4.0
Merchandise inventories, net 2,865.8 2,885.5
Other current assets 201.8 310.3

Total current assets 3,938.0 3,935.9
Property, plant and equipment, net of accumulated depreciation of $2,694.5 and $2,172.0,
respectively 3,115.8 3,125.5
Assets available for sale 9.0 12.1
Goodwill 5,023.5 5,021.7
Favorable lease rights, net 468.6 569.4
Tradename intangible asset 3,100.0 3,100.0
Other intangible assets, net 5.1 5.8
Other assets 41.6 130.8

Total assets $ 15,701.6 $ 15,901.2

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:

Current portion of long-term debt $ 152.1 $ 108.0
Accounts payable 1,119.6 1,251.9
Other current liabilities 744.2 722.6
Income taxes payable 90.0 12.9

Total current liabilities 2,105.9 2,095.4
Long-term debt, net, excluding current portion 6,169.7 7,238.4
Unfavorable lease rights, net 124.0 149.3
Deferred tax liabilities, net 1,458.9 1,586.6
Income taxes payable, long-term 71.2 71.4
Other liabilities 382.4 353.2

Total liabilities 10,312.1 11,494.3
Commitments and contingencies
Shareholders’ equity:

Common stock, par value $0.01; 600,000,000 shares authorized, 236,136,439 and
234,968,078 shares issued and outstanding at January 28, 2017 and January 30, 2016,
respectively 2.4 2.4
Additional paid-in capital 2,472.1 2,391.2
Accumulated other comprehensive loss (37.6) (43.1)
Retained earnings 2,952.6 2,056.4

Total shareholders’ equity 5,389.5 4,406.9
Total liabilities and shareholders’ equity $ 15,701.6 $ 15,901.2

See accompanying Notes to Consolidated Financial Statements

DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

YEARS ENDED JANUARY 28, 2017, JANUARY 30, 2016, AND JANUARY 31, 2015

(in millions)

Common
Stock

Additional
Paid-in
Capital

Accumulated
Other

Comprehensive
Loss

Retained
Earnings

Share-
holders’
Equity

Balance at February 1, 2014 208.1 $ 2.1 $ 10.7 $ (16.9) $ 1,174.8 $ 1,170.7
Net income — — — — 599.2 599.2
Total other comprehensive loss — — — (17.2) — (17.2)
Issuance of stock under Employee Stock
Purchase Plan 0.1 — 4.7 — — 4.7
Exercise of stock options, including
income tax benefit of $1.4 0.1 — 2.1 — — 2.1
Repurchase and retirement of shares (3.1) — — — — —
Stock-based compensation, net, including
income tax benefit of $3.1 0.5 — 25.5 — — 25.5

Balance at January 31, 2015 205.7 2.1 43.0 (34.1) 1,774.0 1,785.0
Net income — — — — 282.4 282.4
Total other comprehensive loss — — — (9.0) — (9.0)
Acquisition of Family Dollar 28.5 0.3 2,289.8 — — 2,290.1
Issuance of stock under Employee Stock
Purchase Plan 0.1 — 5.1 — — 5.1
Exercise of stock options, including
income tax benefit of $0.7 0.3 — 9.5 — — 9.5
Stock-based compensation, net, including
income tax benefit of $12.1 0.4 — 43.8 — — 43.8

Balance at January 30, 2016 235.0 2.4 2,391.2 (43.1) 2,056.4 4,406.9
Net income — — — — 896.2 896.2
Total other comprehensive income — — — 5.5 — 5.5
Issuance of stock under Employee Stock
Purchase Plan 0.1 — 8.0 — — 8.0
Exercise of stock options 0.6 — 33.5 — — 33.5
Stock-based compensation, net 0.4 — 39.4 — — 39.4

Balance at January 28, 2017 236.1 $ 2.4 $ 2,472.1 $ (37.6) $ 2,952.6 $ 5,389.5

See accompanying Notes to Consolidated Financial Statements

DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

51
Year Ended
January 28, January 30, January 31,

(in millions) 2017 2016 2015
Cash flows from operating activities:

Net income $ 896.2 $ 282.4 $ 599.2
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 637.5 487.6 205.9
Provision for deferred income taxes (124.1) 25.6 (18.1)
Stock-based compensation expense 61.6 53.2 38.3
Amortization of debt discount and debt-issuance costs 55.2 64.7 —
Other non-cash adjustments to net income 9.4 7.7 4.3
Changes in assets and liabilities increasing (decreasing) cash and cash equivalents:

Merchandise inventories 21.9 (87.8) (6.0)
Prepaids and other current assets 117.2 (63.5) (12.2)
Accounts payable (133.8) 183.9 41.9
Income taxes payable 77.1 3.1 (4.6)
Other current liabilities 30.4 (164.1) 87.5
Other liabilities 24.7 9.7 6.6

Net cash provided by operating activities 1,673.3 802.5 942.8
Cash flows from investing activities:

Capital expenditures (564.7) (480.5) (325.6)
Acquisition of Family Dollar, net of common stock issued, equity compensation and cash
acquired — (6,527.7) —
Purchase of restricted cash and investments (36.1) (23.7) (6.8)
Proceeds from sale of restricted investments 118.1 53.0 15.8
Proceeds from (payments for) fixed asset disposition (0.9) 0.5 1.6

Net cash used in investing activities (483.6) (6,978.4) (315.0)
Cash flows from financing activities:

Principal payments for long-term debt (4,036.2) (5,926.7) (12.8)
Proceeds from long-term debt, net of discount 2,962.5 12,130.2 —
Debt-issuance costs (6.1) (159.8) (11.8)
Repayments of revolving credit facility (140.0) — —
Proceeds from revolving credit facility 140.0 — —
Proceeds from stock issued pursuant to stock-based compensation plans 41.5 13.9 5.5
Cash paid for taxes on exercises/vesting of stock-based compensation (22.2) (21.6) (16.0)
Tax benefit of exercises/vesting of stock-based compensation — 12.8 4.5

Net cash provided by (used in) financing activities (1,060.5) 6,048.8 (30.6)
Effect of exchange rate changes on cash and cash equivalents 1.1 (0.9) (0.8)
Net increase (decrease) in cash and cash equivalents 130.3 (128.0) 596.4
Cash and cash equivalents at beginning of year 736.1 864.1 267.7
Cash and cash equivalents at end of year $ 866.4 $ 736.1 $ 864.1
Supplemental disclosure of cash flow information:

Cash paid for:
Interest, net of amounts capitalized $ 329.1 $ 487.0 $ 33.9
Income taxes $ 501.8 $ 138.4 $ 372.3

Non-cash transactions:
Accrued capital expenditures $ 30.3 $ 72.4 $ 19.7
Acquisition cost paid in common stock and equity compensation $ — $ 2,290.1 $ —

See accompanying Notes to Consolidated Financial Statements

DOLLAR TREE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Dollar Tree, Inc. (the Company) is a leading operator of discount retail stores in the United States and Canada. Below are
those accounting policies considered by the Company to be significant.

Acquisition

On July 6, 2015, the Company acquired Family Dollar Stores, Inc. (“Family Dollar”) for cash consideration of $6.8 billion
and the issuance of 28.5 million shares of the Company’s common stock valued at $2.3 billion based on the closing price of the
Company’s common stock on July 2, 2015 (the “Acquisition”). The results of operations of Family Dollar are included in the
Company’s results of operations beginning on July 6, 2015 (the “Acquisition Date”).

Principles of Consolidation

The consolidated financial statements include the financial statements of Dollar Tree, Inc., and its wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation.

Segment Information

At January 28, 2017, the Company operates more than 14,300 discount retail stores in 48 states and five Canadian provinces.
The Company’s operations are conducted in two reporting business segments: Dollar Tree and Family Dollar. The Company defines
its segments as those operations whose results its chief operating decision maker (“CODM”) regularly reviews to analyze
performance and allocate resources. The results of operations of Family Dollar are included in the Company’s results of operations
beginning on July 6, 2015.

The Dollar Tree segment is the leading operator of discount variety stores offering merchandise at the fixed price of $1.00.
The Dollar Tree segment includes the Company’s operations under the “Dollar Tree” and “Dollar Tree Canada” brands, eleven
distribution centers in the United States, two distribution centers in Canada and a Store Support Center in Chesapeake, Virginia.

The Family Dollar segment operates a chain of general merchandise discount retail stores providing consumers with a selection
of competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of the Company’s
operations under the “Family Dollar” brand, eleven distribution centers and a Store Support Center in Matthews, North Carolina.

Foreign Currency

The functional currencies of certain of the Company’s international subsidiaries are the local currencies of the countries in
which the subsidiaries are located. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the
exchange rates in effect at the consolidated balance sheet date. Results of operations and cash flows are translated using the average
exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included
as a component of shareholders’ equity in accumulated other comprehensive loss. Gains and losses from foreign currency
transactions, which are included in “Other (income) expense, net” have not been significant.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to January 31. Any reference herein to “2016” or “Fiscal 2016,”
“2015” or “Fiscal 2015,” and “2014” or “Fiscal 2014,” relates to as of or for the year ended January 28, 2017, January 30, 2016,
and January 31, 2015, respectively. Each fiscal year included 52 weeks. “2017” or “Fiscal 2017” ends on February 3, 2018 and
will include 53 weeks, commensurate with the retail calendar.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Purchase Price Allocation

Determining the fair value of certain assets and liabilities acquired is subjective in nature and often involves the use of
significant estimates and assumptions, which are inherently uncertain. Many of the estimates and assumptions used to determine
fair values, such as those used for intangible assets, are made based on forecasted information and discount rates. In addition, the
judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well
as asset lives, can materially impact the Company’s results of operations. To assist in the purchase price allocation for the Acquisition,
the Company engaged a third-party appraisal firm. See Note 2 for more information regarding the Acquisition.

Cash and Cash Equivalents

Cash and cash equivalents at January 28, 2017 and January 30, 2016 includes $554.4 million and $462.9 million, respectively,
of investments primarily in money market securities which are valued at cost, which approximates fair value. For purposes of the
consolidated statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of 3
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 3 business days, and therefore are classified as cash and cash equivalents.

Merchandise Inventories

Merchandise inventories at the Company’s distribution centers are stated at the lower of cost or market, determined on a
weighted-average cost basis. Cost is assigned to store inventories using the retail inventory method on a weighted-average basis.
Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are computed by applying
a calculated cost-to-retail ratio to the retail value of inventories.

Costs directly associated with warehousing and distribution are capitalized as merchandise inventories. Total warehousing
and distribution costs capitalized into inventory amounted to $116.9 million and $114.0 million at January 28, 2017 and January 30,
2016, respectively.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives
of the respective assets as follows:

Buildings 39 to 40 years
Furniture, fixtures and equipment 3 to 15 years

Leasehold improvements are amortized over the estimated useful lives of the respective assets or the committed terms of the
related leases, whichever is shorter. Amortization is included in “Selling, general and administrative expenses” in the accompanying
consolidated income statements.

Costs incurred related to software developed for internal use are capitalized and amortized, generally over three years.

Capitalized Interest

The Company capitalizes interest on borrowed funds during the construction of certain property and equipment. The Company
capitalized $2.4 million and $1.3 million of interest costs in the years ended January 28, 2017 and January 30, 2016, respectively.
No interest costs were capitalized in the year ended January 31, 2015.

Goodwill and Nonamortizing Intangible Assets

Goodwill and nonamortizing intangible assets are not amortized, but rather tested for impairment at least annually. In addition,
goodwill and nonamortizing intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more
likely than not that an impairment loss has been incurred. The Company performed its annual impairment testing in November
2016 and determined that no impairment existed.

Other Assets

Other assets historically consisted primarily of restricted investments and deferred compensation plan assets. Restricted
investments were purchased to collateralize long-term insurance obligations. In 2016, the Company liquidated its restricted
investments and began to use standby letters of credit to collateralize long-term insurance obligations. No restricted investments
existed at January 28, 2017. As of January 30, 2016, the Company held $82.0 million of restricted investments. These investments
were primarily in tax-exempt money market funds that invested in short-term municipal obligations. These investments were

classified as available-for-sale and were recorded at fair value, which approximated cost. Deferred compensation plan assets were
$19.8 million and $21.1 million at January 28, 2017 and January 30, 2016, respectively, and are recorded at fair value.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

The Company reviews its long-lived assets and certain identifiable intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held
and used is measured by comparing the carrying amount of an asset to future net undiscounted cash flows expected to be generated
by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which
the carrying amount of the assets exceeds the fair value of the assets based on discounted cash flows or other readily available
evidence of fair value, if any. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to
sell. In fiscal 2016, 2015 and 2014, the Company recorded charges of $3.7 million, $1.6 million and $1.5 million, respectively, to
write down certain assets. These charges are recorded as a component of “Selling, general and administrative expenses” in the
accompanying consolidated income statements.

Financial Instruments

The Company utilizes derivative financial instruments to reduce its exposure to market risks from changes in interest rates
and diesel fuel costs. By entering into receive-variable, pay-fixed interest rate and diesel fuel swaps, the Company limits its
exposure to changes in variable interest rates and diesel fuel prices. The Company is exposed to credit-related losses in the event
of non-performance by the counterparty to these instruments but minimizes this risk by entering into transactions with high quality
counterparties. Interest rate or diesel fuel cost differentials paid or received on the swaps are recognized as adjustments to interest
in the period earned or incurred. The Company formally documents all hedging relationships, if applicable, and assesses hedge
effectiveness both at inception and on an ongoing basis.

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be
determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering
such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and
the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in
markets that are not active; and

Level 3 – Unobservable inputs in which there is little or no market data which require the reporting entity to develop its
own assumptions.

As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant
to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement
requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy
levels.

The following table sets forth the Company’s financial assets and liabilities that are accounted for at fair value on a recurring
basis:

(in millions)
January 28,

2017
January 30,

2016
Level 1

Restricted investments $ — $ 82.0
Short-term investments 4.0 4.0
Long-term debt – Secured Senior Notes and Acquisition Notes 3,740.3 3,754.6

Level 2
Diesel fuel swap liabilities — 0.8
Long-term debt – term loans 2,828.2 3,886.1

The Company’s cash and cash equivalents are valued at cost, which approximates fair value, due to the short-term maturities
of these instruments.

The fair values of the diesel fuel swaps were estimated using discounted cash flow calculations based upon forward interest-
rate yield and diesel cost curves. The curves were obtained from independent pricing services reflecting broker market quotes. As
of January 28, 2017, the Company did not have any diesel fuel swaps outstanding.

The fair values of the Company’s Secured Senior Notes and Acquisition Notes were determined using Level 1 inputs as quoted
prices in active markets for identical assets or liabilities are available. The fair values of the Company’s term loans were determined
using Level 2 inputs as quoted prices are readily available from pricing services, but the prices are not published. The carrying
values of the Company’s Tranche A Revolving Credit Facility at January 28, 2017 and the Company’s Revolving Credit Agreement
at January 30, 2016, approximated their fair values because the interest rates vary with market interest rates.

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not
measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is
evidence of impairment). The Company recorded impairment charges of $0.7 million, $1.6 million, and $1.5 million in fiscal
2016, 2015 and 2014, respectively, to reduce certain store assets to their estimated fair values. The fair values were determined
based on the income approach, in which the Company utilized internal cash flow projections over the life of the underlying lease
agreements discounted based on a risk-free rate of return. These measures of fair value, and related inputs, are considered a Level
3 approach under the fair value hierarchy. There were no other changes related to Level 3 assets. The Company also recorded
impairment charges of $3.0 million to reduce certain assets held for sale to their estimated fair values. The fair values were
determined based on the market prices of identical assets. The measures of fair value are considered a Level 1 approach under the
fair value hierarchy.

Lease Accounting

The Company generally leases its retail locations under operating leases. The Company recognizes minimum rent expense
beginning when possession of the property is taken from the landlord, which normally includes a construction period prior to store
opening. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent
expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under
the lease as deferred rent. The Company also receives tenant allowances, which are recorded in deferred rent and are amortized
as reductions of rent expense over the terms of the leases.

Revenue Recognition

The Company recognizes sales revenue, net of estimated returns and sales tax, at the time the customer tenders payment for
and takes possession of the merchandise.

Taxes Collected

The Company reports taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions
(i.e., sales tax) on a net (excluded from revenue) basis.

Cost of Sales

The Company includes the cost of merchandise, warehousing and distribution costs, and certain occupancy costs in cost of
sales.

Vendor Allowances

The Company receives 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. The Company has agreements with
vendors setting forth the specific conditions for each allowance or payment. The Company either recognizes the allowance as a
reduction of current costs or defers the payment over the period the related merchandise is sold. If the payment is a reimbursement
for costs incurred, it is offset against those related costs; otherwise, it is treated as a reduction to the cost of merchandise.

Pre-Opening Costs

The Company expenses pre-opening costs for new, expanded, relocated and rebannered stores, as incurred.

Advertising Costs

The Company expenses advertising costs as they are incurred and they are included in “Selling, general and administrative
expenses” on the accompanying consolidated income statements. Advertising costs, net of co-op recoveries from vendors,
approximated $60.1 million, $32.5 million and $18.1 million for the years ended January 28, 2017, January 30, 2016, and
January 31, 2015, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change.

The Company recognizes a financial statement benefit for a tax position if it determines that it is more likely than not that the
position will be sustained upon examination.

The Company includes interest and penalties in the provision for income tax expense and income taxes payable. The Company
does not provide for any penalties associated with tax contingencies unless they are considered probable of assessment.

Stock-Based Compensation

The Company recognizes expense for all share-based payments to employees based on their fair values. Total stock-based
compensation expense for 2016, 2015 and 2014 was $60.3 million, $52.3 million and $37.4 million, respectively.

The Company recognizes expense related to the fair value of restricted stock units (RSUs) and stock options over the requisite
service period on a straight-line basis or a shorter period based on the retirement eligibility of the grantee. The fair value of RSUs
is determined using the closing price of the Company’s common stock on the date of grant. The fair value of stock option grants
is estimated on the date of grant using the Black-Scholes option pricing model.

During 2016, the Company adopted Accounting Standards Update (“ASU”) No. 2016-09, “Compensation-Stock Compensation
(Topic 718) Improvements to Employee Share-Based Payment Accounting.” This update provides for simplification of the
accounting for share-based payment transactions, including the income tax consequences and classification on the statement of
cash flows. Under the update, the excess tax benefits and deficiencies that result from the difference between the deduction for
tax purposes and the compensation cost recognized for financial reporting purposes should be recognized as income tax expense
or benefit in the reporting period in which they occur. Previously, the excess tax benefits were recognized in additional paid-in
capital and tax deficiencies were recognized either as an offset to accumulated excess tax benefits, if any, or in the income statement.
This amendment has been adopted by the Company on a prospective basis. The update also provides that excess tax benefits should
be classified along with other income tax cash flows as an operating activity on the statement of cash flows. Prior to the update,
excess tax benefits were separated from other income tax cash flows and classified as a financing activity. This amendment has
been adopted by the Company on a prospective transition method basis. Additionally, cash paid by an employer when directly
withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows.
Previously, no guidance was provided for cash flow classification of cash paid for tax-withholding purposes for shares withheld
for tax purposes. This amendment has been adopted by the Company on a retrospective basis. As a result of the retrospective
adoption of this amendment, $21.6 million and $16.0 million was reclassified in the accompanying Consolidated Statements of
Cash Flows from “Changes in assets and liabilities increasing (decreasing) cash and cash equivalents” from “Other liabilities” to
“Cash paid for taxes on exercises/vesting of stock-based compensation” for the years ended January 30, 2016 and January 31,
2015, respectively. Under the update, an entity can elect to either estimate the number of awards that are expected to vest or account
for forfeitures when they occur. The Company has elected to account for forfeitures when they occur. All amendments of the
update have been adopted for all periods beginning on or after January 31, 2016. The effect of the adoption of ASU No. 2016-09
on Retained earnings was not material.

Net Income Per Share

Basic net income per share has been computed by dividing net income by the weighted average number of shares outstanding.
Diluted net income per share reflects the potential dilution that could occur assuming the inclusion of dilutive potential shares and
has been computed by dividing net income by the weighted average number of shares and dilutive potential shares outstanding.
Dilutive potential shares include all outstanding stock options and unvested RSUs after applying the treasury stock method.

57
Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases.” This update will replace existing lease guidance in GAAP
and will require lessees to recognize lease assets and lease liabilities on the balance sheet for all leases and disclose key information
about leasing arrangements, such as information about variable lease payments and options to renew and terminate leases. When
implemented, lessees and lessors will be required to recognize and measure leases at the beginning of the earliest period presented
using a modified retrospective approach. The update is effective for interim and annual reporting periods beginning after December
15, 2018. Early adoption is permitted. The Company is currently finalizing its implementation plan and evaluating the impact of
the new pronouncement on its consolidated financial statements. The Company expects the adoption of this pronouncement to
result in a material increase in the assets and liabilities on its consolidated balance sheets and to not have a material impact on its
consolidated income statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This update will replace existing
revenue recognition guidance in GAAP and requires an entity to recognize the amount of revenue to which it expects to be entitled
for the transfer of promised goods or services to customers. In July 2015, the FASB deferred the effective date of the new standard
to interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before the original
effective date for public business entities (interim and annual reporting periods beginning after December 15, 2016). ASU 2014-09
permits the use of either the retrospective or cumulative effect transition method. The Company does not expect the adoption of
this pronouncement to have a material impact on its financial statements.

NOTE 2 – ACQUISITION

On July 27, 2014, the Company executed an Agreement and Plan of Merger to acquire Family Dollar in a cash and stock
transaction. On July 6, 2015, the Company completed the Acquisition and Family Dollar became a direct, wholly-owned subsidiary
of the Company. Under the Acquisition, the Family Dollar shareholders received $59.60 in cash and 0.2484 shares of the Company’s
common stock for each share of Family Dollar common stock they owned, plus cash in lieu of fractional shares (the “Merger
Consideration”).

As of the Acquisition Date, each outstanding performance share right of Family Dollar common stock was canceled in exchange
for the right of the holder to receive the Merger Consideration (the “PSR Payment”). The aggregate amount paid by the Company
for the Merger Consideration and PSR Payment was $6.8 billion in cash and the Company issued 28.5 million shares of the
Company’s common stock, valued at $2.3 billion based on the closing price of the Company’s common stock on July 2, 2015.
Additionally, outstanding Family Dollar stock options and restricted stock units were converted into mirror awards exercisable or
to be earned in the Company’s common stock. The value of these awards was apportioned between total Merger Consideration
and unearned compensation to be recognized over the remaining original vesting periods of the awards.

The Company’s common stock continues to trade on the Nasdaq Exchange under the symbol “DLTR.” Following the
Acquisition Date, Family Dollar’s common stock ceased trading on, and was delisted from, the New York Stock Exchange. Family
Dollar’s results from the Acquisition Date are included in the consolidated income statements.

The following table summarizes the final allocation of the fair values of the identifiable assets acquired and liabilities assumed
as of the Acquisition Date. No adjustments to the fair values of the identifiable assets acquired and liabilities assumed as of the
Acquisition Date were recorded in fiscal 2016. The measurement period closed during the second quarter of 2016:

(in millions)
Cash $ 305.3
Short-term investments 4.0
Accounts receivable 71.1
Inventory 1,765.5
Taxes receivable 32.9
Other current assets 100.1
Property, plant and equipment 1,893.3
Assets available for sale 10.1
Goodwill 4,859.9
Intangible assets, net 3,570.4
Other assets 78.1
Long-term debt, including current portion (497.0)
Accounts payable (635.2)
Other current liabilities (563.4)
Deferred tax liabilities, net (1,618.4)
Other liabilities (253.6)

Total purchase price $ 9,123.1
Less: Cash acquired (305.3)

Total purchase price, net of cash acquired 8,817.8
Acquisition cost paid in common stock (2,272.4)
Acquisition cost paid in equity compensation (17.7)
Acquisition cost paid in cash, net of cash acquired $ 6,527.7

On November 1, 2015, the Company completed the transaction pursuant to which it divested 330 Family Dollar stores, 325
of which were already open, to Dollar Express LLC, a portfolio company of Sycamore Partners. The divestiture satisfied a condition
as required by the Federal Trade Commission in connection with the Acquisition. The divested stores represented approximately
$45.5 million of annual operating income and will operate under the Dollar Express banner. The table above reflects the effect of
the divestiture as required by purchase accounting, as the divestiture was a condition of the Acquisition. As part of the divestiture,
the Company was required to guarantee payments under 316 store leases and the fair value of the guarantee is immaterial.

Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable
to growth opportunities and expected synergies of at least $300 million annually (unaudited), which is expected to be achieved
by the third year following the Acquisition Date. Expected sources of synergies include the following:

• A reduction in overhead and corporate selling, general and administrative expenses by eliminating redundant positions
and optimizing processes; and

• Savings resulting from the optimization of distribution and logistics networks.

Intangible assets, net consist of three separately identified assets and one liability. First, the Company identified the Family
Dollar trade name as an indefinite-lived intangible asset with a fair value of $3.1 billion. The trade name is not subject to amortization
but is evaluated annually for impairment. No related impairment losses were recognized in 2016 or 2015. Second, the Company
recognized an intangible asset of $629.2 million for favorable Family Dollar leases and a liability of $164.3 million for unfavorable

Family Dollar leases (as compared to prevailing market rates) which are being amortized over the remaining lease terms, including,
in some cases, an assumed renewal. Amortization expense of $75.7 million and $45.3 million was recognized in 2016 and 2015,
respectively, related to these lease rights. Lastly, the Company recognized an intangible asset of $5.5 million for a customer list.

The Company assumed Family Dollar’s $185.2 million of private placement unsecured senior notes which were due September
27, 2015 and Family Dollar’s unsecured revolving credit facilities. Following the Acquisition, the Company repaid the amount
outstanding under the unsecured senior notes and terminated the unsecured revolving credit facilities. The Company also assumed
Family Dollar’s $300.0 million of 5% unsecured senior notes due February 1, 2021, which became secured upon closing of the
Acquisition and which had an estimated fair value of $311.8 million on the Acquisition Date.

The results of operations of Family Dollar are included in the Company’s results of operations beginning on July 6, 2015.
From July 6, 2015 through January 30, 2016, Family Dollar generated net sales of $6,162.0 million and an operating loss of $30.8
million. These results included: $73.0 million of inventory markdowns due to sku rationalization and planned liquidations; $156.8
million of expenses related to purchase accounting, primarily amortization of the step-up of the inventory value, amortization of
intangible assets and higher depreciation expense; and $13.4 million of severance and integration costs.

The following unaudited consolidated pro forma summary has been prepared by adjusting the Company’s historical data to
give effect to the Acquisition as if it had occurred on February 2, 2014:

Pro Forma – Unaudited
Year Ended

(in millions, except per share data)
January 30,

2016
January 31,

2015
Net sales $ 19,782.3 $ 18,720.0
Net income $ 565.7 $ 608.2
Basic net income per share $ 2.41 $ 2.59
Diluted net income per share $ 2.40 $ 2.58

The unaudited consolidated pro forma financial information was prepared in accordance with existing standards and is not
necessarily indicative of the results of operations that would have occurred if the Acquisition had been completed on the date
indicated, nor is it indicative of the future operating results of the Company.

The unaudited pro forma results do not reflect events that either have occurred or may occur after the Acquisition, including,
but not limited to, the anticipated realization of ongoing savings from operating synergies in subsequent periods. They also do not
give effect to certain charges that the Company incurred in connection with the Acquisition, including, but not limited to, additional
professional fees, employee integration, retention and severance costs, potential asset impairments, or product rationalization
charges.

The unaudited pro forma results reflect the divestiture of 330 Family Dollar stores which results in the exclusion of net income
of $20.9 million and $25.8 million, or $0.09 and $0.11 per basic and diluted share, in the years ended January 30, 2016 and January
31, 2015, respectively. Material non-recurring adjustments excluded from the pro forma financial information above consist of
the effects of the divested stores and the step-up of Family Dollar inventory to its fair value. Acquisition expenses totaled $39.2
million and $28.5 million in 2015 and 2014, respectively, excluding acquisition-related interest expense.

For additional discussion of the Acquisition, please see the “Acquisition and Divestiture” section included in “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 27 of this Form 10-
K.

NOTE 3 – BALANCE SHEET COMPONENTS

Property, Plant and Equipment, Net

Property, plant and equipment, net, as of January 28, 2017 and January 30, 2016 consists of the following:

January 28, January 30,
(in millions) 2017 2016
Land $ 193.8 $ 180.8
Buildings 1,044.9 906.0
Leasehold improvements 1,690.2 1,556.7
Furniture, fixtures and equipment 2,735.4 2,457.8
Construction in progress 146.0 196.2

Total property, plant and equipment 5,810.3 5,297.5
Less: accumulated depreciation 2,694.5 2,172.0

Total property, plant and equipment, net $ 3,115.8 $ 3,125.5

Depreciation expense was $561.8 million, $442.1 million, and $206.0 million for the years ended January 28, 2017, January 30,
2016, and January 31, 2015, respectively.

Other Current Assets

Other current assets as of January 28, 2017 and January 30, 2016 consist of the following:

January 28, January 30,
(in millions) 2017 2016
Other accounts receivable $ 82.0 $ 77.8
Accounts receivable – divestiture-related 55.9 76.9
Prepaid store supplies 38.6 42.1
Other prepaid assets 23.4 59.7
Prepaid rent 1.9 53.8

Total other current assets $ 201.8 $ 310.3

Other Current Liabilities

Other current liabilities as of January 28, 2017 and January 30, 2016 consist of accrued expenses for the following:

January 28, January 30,
(in millions) 2017 2016
Compensation and benefits $ 194.9 $ 195.8
Taxes (other than income taxes) 163.1 143.1
Insurance 101.7 111.1
Accrued interest 84.7 92.8
Rent liabilities 36.1 35.8
Accrued construction costs 30.3 39.5
Accrued utility expenses 21.2 20.8
Accrued repairs 18.3 3.6
Other 93.9 80.1

Total other current liabilities $ 744.2 $ 722.6

Other Liabilities

Other long-term liabilities as of January 28, 2017 and January 30, 2016 consist of the following:

January 28, January 30,
(in millions) 2017 2016
Deferred rent $ 122.6 $ 102.2
Insurance 224.0 205.1
Other 35.8 45.9

Total other long-term liabilities $ 382.4 $ 353.2

NOTE 4 – INCOME TAXES

Total income taxes were allocated as follows:

Year Ended
(in millions)
January 28,
2017
January 30,
2016
January 31,

2015
Income from continuing operations $ 433.2 $ 165.8 $ 355.0
Shareholders’ equity, tax benefit on exercises/vesting of equity-based
compensation — (12.8) (4.5)
$ 433.2 $ 153.0 $ 350.5

The provision for income taxes consists of the following:

Year Ended
January 28, January 30, January 31,
(in millions) 2017 2016 2015
Federal – current $ 480.5 $ 126.9 $ 325.1
State – current 79.5 14.6 47.6
Foreign – current 0.8 0.5 0.4

Total current 560.8 142.0 373.1

Federal – deferred (37.7) 7.4 (9.7)
State – deferred (89.9) 3.3 (3.2)
Foreign – deferred — 13.1 (5.2)

Total deferred $ (127.6) $ 23.8 $ (18.1)

Included in current tax expense for the years ended January 28, 2017, January 30, 2016 and January 31, 2015, are amounts
related to uncertain tax positions associated with temporary differences, in accordance with ASC 740.

A reconciliation of the statutory federal income tax rate and the effective rate follows:

Year Ended
January 28,
2017
January 30,
2016
January 31,

2015
Statutory tax rate 35.0% 35.0% 35.0%

Effect of:
State and local income taxes, net of federal income tax benefit 3.0 3.0 3.3
Work Opportunity Tax Credit (1.6) (3.8) (1.0)
State tax election (1.4) — —
Deferred tax rate change (1.6) — —
Incremental tax benefit of exercises/vesting of equity-based
compensation (0.6) — —
International taxes — (4.5) —
Change in valuation allowance 0.1 4.1 —
Nondeductible acquisition costs — 1.5 —
Other, net (0.3) 1.7 (0.1)

Effective tax rate 32.6% 37.0% 37.2%

The decrease in the 2016 effective tax rate includes a one-time election allowing the Family Dollar acquisition to be treated
as an asset purchase for certain state tax purposes, the adoption of ASU No. 2016-09 under which the incremental tax benefit
recognized upon RSU vesting is recorded in income tax expense and a change in the statutory rate for North Carolina. On August
2, 2016, the state of North Carolina announced that it would lower its corporate income tax rate from 4% to 3% for tax years
beginning on or after January 1, 2017. This change in North Carolina’s statutory rate significantly decreased the deferred tax
liability related to the trade name intangible asset.

United States income taxes have not been provided on accumulated but undistributed earnings of the Company’s foreign
subsidiaries as the Company intends to permanently reinvest earnings. To date, the earnings and related taxes of the legacy Dollar
Tree foreign subsidiaries are negligible. The Company has reserved United States income taxes on accumulated but undistributed
earnings for Family Dollar’s foreign subsidiaries as of the Acquisition Date.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. All deferred tax assets and liabilities are classified
on the accompanying consolidated balance sheets as noncurrent in accordance with ASU 2015-17 “Income Taxes (Topic 740)”
and are netted based on taxing jurisdiction.

Significant components of the Company’s net deferred tax assets (liabilities) follow:

(in millions)
January 28,
2017
January 30,

2016
Deferred tax assets:

Deferred rent $ 59.9 $ 47.3
Accrued expenses 71.4 73.2
Net operating losses and credit carryforwards 71.4 53.1
Accrued compensation expense 71.3 77.8
State tax election 20.4 —
Other 3.4 0.3

Total deferred tax assets 297.8 251.7
Valuation allowance (49.7) (48.4)

Deferred tax assets, net 248.1 203.3
Deferred tax liabilities:

Property and equipment (331.3) (369.3)
Other intangibles (1,368.7) (1,415.9)
Prepaid expenses — (3.3)
Inventory (7.0) (1.4)

Total deferred tax liabilities (1,707.0) (1,789.9)
Net deferred tax liability $ (1,458.9) $ (1,586.6)

Deferred tax liabilities have been provided for the tax effects of the differences between the book and tax bases in the assets
acquired from Family Dollar. The decrease in the deferred tax liability was primarily related to the tax effects of the decrease in
the statutory rate in North Carolina, a one-time election allowing the Family Dollar acquisition to be treated as an asset purchase
for certain state tax purposes, amortization of favorable lease rights and depreciation of property plant and equipment.

At January 28, 2017, the Company had certain state tax credit carryforwards, net operating loss carryforwards and capital
loss carryforwards totaling approximately $71.4 million. These carryforwards will expire, if not utilized, beginning in 2017 through
2036.

A valuation allowance of $49.7 million, net of federal tax benefits, has been provided principally for certain state credit
carryforwards, net operating loss and capital loss carryforwards. Since January 30, 2016, the valuation allowance has been increased
as a result of an increased valuation allowance against our Canadian operations deferred tax assets and a decreased valuation
allowance on capital loss carryforwards. In assessing the realizability of deferred tax assets, the Company considers whether it is
more likely than not that some portion or all of the deferred taxes will not be realized. Based upon the availability of carrybacks
of future deductible amounts to the past two years’ taxable income and the Company’s projections for future taxable income over
the periods in which the deferred tax assets are deductible, the Company believes it is more likely than not the remaining existing
deductible temporary differences will reverse during periods in which carrybacks are available or in which the Company generates
net taxable income.

The Company is participating in the Internal Revenue Service (“IRS”) Compliance Assurance Program (“CAP”) for the 2016
fiscal year and will participate in the program for fiscal year 2017. This program accelerates the examination of key transactions
with the goal of resolving any issues before the tax return is filed. The Dollar Tree segment’s federal tax returns have been examined
and all issues have been settled through the fiscal 2014 tax year. The federal statute of limitations is still open for Family Dollar’s
tax returns for the fiscal year ended August 31, 2013 and forward. Several states completed their examinations during fiscal 2016.
In general, fiscal years 2013 and forward are within the statute of limitations for state tax purposes. The statute of limitations is
still open prior to 2013 for some states.

The balance for unrecognized tax benefits at January 28, 2017 was $71.2 million. The total amount of unrecognized tax
benefits at January 28, 2017 that, if recognized, would affect the effective tax rate was $16.3 million (net of the federal tax benefit).

The following is a reconciliation of the Company’s total gross unrecognized tax benefits:

(in millions)
January 28,
2017
January 30,

2016
Beginning Balance $ 71.4 $ 6.5

Additions, Acquisition of Family Dollar — 64.4
Additions, based on tax positions related to current year 5.9 1.9
Additions for tax positions of prior years 3.7 1.6
Settlements (2.2) (1.8)
Lapses in statutes of limitation (7.6) (1.2)

Ending balance $ 71.2 $ 71.4

The Company believes it is reasonably possible that $20.0 million to $27.0 million of the reserve for uncertain tax positions
may be reduced during the next 12 months principally as a result of the effective settlement of outstanding issues. It is also possible
that state tax reserves will be reduced for audit settlements and statute expirations within the next 12 months. At this point it is
not possible to estimate a range associated with the resolution of these audits. The Company does not expect any change to have
a significant impact to its consolidated financial statements.

As of January 28, 2017, the Company has recorded a liability for potential interest and penalties of $7.9 million.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

Future minimum lease payments under noncancelable store and distribution center operating leases are as follows:

(in millions)
2017 $ 1,369.5
2018 1,180.4
2019 1,021.7
2020 815.9
2021 670.9
Thereafter 2,150.9

Total minimum lease payments $ 7,209.3

The above future minimum lease payments include amounts for leases that were signed prior to January 28, 2017 for stores
that were not open as of January 28, 2017.

Minimum rental payments for operating leases do not include contingent rentals that may be paid under certain store leases
based on a percentage of sales in excess of stipulated amounts. Future minimum lease payments have not been reduced by expected
future minimum sublease rentals of $0.6 million under operating leases.

Minimum and Contingent Rentals

Rental expense for store and distribution center operating leases included in the accompanying consolidated income statements
are as follows:

Year Ended
January 28, January 30, January 31,
(in millions) 2017 2016 2015
Minimum rentals $ 1,276.6 $ 993.6 $ 536.5
Contingent rentals 6.3 5.5 1.8

Technology Assets

The Company has commitments totaling approximately $13.5 million to purchase primarily store technology assets and
maintenance for its stores during 2017.

Telecommunication Contracts

The Company has contracted for telecommunication services with agreements expiring in 2020. The total amount of these
commitments is approximately $104.7 million.

Letters of Credit

The Company is a party to three Letter of Credit Reimbursement and Security Agreements providing $120.0 million, $110.0
million, and $100.0 million, respectively, for letters of credit. Letters of credit under these agreements are generally issued for the
routine purchase of imported merchandise and approximately $194.9 million was committed to these letters of credit at January 28,
2017.

At January 28, 2017, the Company also had approximately $160.7 million in standby letters of credit that serve as collateral
for its large-deductible insurance programs and expire in fiscal 2017.

Surety Bonds

The Company has issued various surety bonds that primarily serve as collateral for utility payments at the Company’s stores
and self-insured insurance programs. These bonds total approximately $69.8 million and are committed through various dates
through fiscal 2020.

Contingencies

The Company is a defendant in legal proceedings including those described below and will vigorously defend itself in these
matters. The Company does not believe that any of these matters will, individually or in the aggregate, have a material effect on
its business or financial condition. The Company cannot give assurance, however, that one or more of these matters will not have
a material effect on its results of operations for the quarter or year in which they are resolved.

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

Dollar Tree Active Matters

In April 2015, a distribution center employee filed a class action in California state court with allegations concerning wages,
meal and rest breaks, recovery periods, wage statements and timely termination pay. The employee filed an amended complaint
in which he abandoned his attempt to certify a nation-wide class of non-exempt distribution center employees for alleged improper
calculation of overtime compensation. The Company removed this lawsuit to federal court. The court is now considering the
employee’s motion to certify the case as a state-wide class action.

In April 2015, a former store manager filed a class action in California state court alleging store managers were improperly
classified as exempt employees and, among other things, did not receive overtime compensation and meal and rest periods and
alleging PAGA claims on behalf of all store employees, including claims for failure to make wage statements readily available to
employees who did not receive paper checks. The Court denied certification of the classification issue and related claims but did
certify a wage statement class. There has been no ruling on the PAGA claims.

In April 2016, the Company was served with a putative class action in Florida state court brought by a former store employee
asserting the Company violated the Fair Credit Reporting Act in the way it handled background checks. Specifically, the former
employee alleged the Company used disclosure forms that did not meet the statute’s requirements and failed to provide notices

accompanied by background reports prior to taking adverse actions against prospective and existing employees based on
information in the background reports. The plaintiff is seeking statutory damages of $100 to $1,000 per violation.

In April 2016, a former store manager filed a lawsuit in California state court alleging individual claims of pregnancy and
disability discrimination in addition to asserting PAGA claims on behalf of herself and other store managers alleging they were
improperly classified as exempt and therefore, among other things, did not receive overtime compensation and meal and rest
periods. The classification claims have been stayed pending the outcome of other lawsuits which were previously filed alleging
similar PAGA claims.

In July 2016, a former non-exempt sales associate filed in federal court in Arkansas a putative nationwide collective action
alleging the Company forced sales associates and assistant store managers to work off the clock while clocked out for meal breaks
and, as a result, underpaid regular and overtime pay. In September 2016, the court granted the Company’s motion to compel
arbitration. To date, the former associate has not initiated any arbitration proceedings.

In March 2017, a former store manager filed suit in a state court in Florida, seeking to represent a collective, alleging failure
to pay non-exempt employees minimum wage for all time worked and overtime in violation of the Fair Labor Standards Act, and,
individually, alleging race discrimination and retaliation in violation of federal and state civil rights laws.

Dollar Tree Resolved Matters

In 2011, an assistant store manager and an hourly associate filed a collective action against the Company alleging they were
forced to work off the clock in violation of the Fair Labor Standards Act (“FLSA”) and state law. A federal judge in Virginia ruled
that all claims made on behalf of assistant store managers under both the FLSA and state law should be dismissed. The court,
however, certified an opt-in collective action under the FLSA on behalf of hourly sales associates. Approximately 4,300 plaintiffs
remained in the case. The court approved settlement of the lawsuit which it has now dismissed. The settlement amount has been
paid.

In 2013, a former assistant store manager on behalf of himself and others alleged to be similarly aggrieved filed a representative
Private Attorney General Act (“PAGA”) claim under California law currently pending in federal court in California. The suit
alleges that the Company failed to provide uninterrupted meal periods and rest breaks; failed to pay minimum, regular and overtime
wages; failed to maintain accurate time records and wage statements; and failed to pay wages due upon termination of employment.
In May 2014, the same assistant store manager filed a putative class action in a California state court for essentially the same
conduct alleged in the federal court PAGA case. The parties have reached an agreement to settle the two cases and the proposed
settlement amount has been accrued. The two trial courts have now approved the terms of the settlement.

In May 2014, the US Consumer Product Safety Commission (“CPSC”) began a staff investigation of circumstances related
to Letters of Advice that the Company received from the CPSC from 2009 to 2013. The CPSC also investigated Letters of Advice
the Company received in 2014 and 2015. The CPSC has now closed its investigations without any penalty or adverse action against
the Company.

In November 2015, the Company was served in a PAGA representative action under California law in California state court
on behalf of former assistant store managers alleging defective wage statements. This case had been stayed pending the outcome
of previously filed lawsuits alleging defective wage statements and has now been resolved on a single plaintiff basis.

In February 2016, the Company was served in a putative collective action under the Fair Labor Standards Act in Florida
federal court. The case was resolved without any class being certified.

In October 2016, a former employee filed a PAGA representative action in California state court alleging the Company failed
to provide California employees information concerning the amount of sick leave available to them. The case was dismissed with
prejudice in December 2016.

Family Dollar Active Matters

In 2008, a complaint was filed alleging discriminatory practices with respect to the pay of Family Dollar’s female store
managers. Among other things, the plaintiffs seek recovery of back pay, monetary and punitive remedies, interest, attorneys’ fees,
and equitable relief. In June 2016, the United States District Court in North Carolina ordered that the case be continued for merits
discovery. The court also certified the case as a class action of approximately 30,000 current and former female store managers
employed as far back as July 2002. The court stated that it could modify its order or even decertify the action in the future as the
case develops. The Company believes the class action cannot be certified under the principles of Wal-Mart Stores, Inc. v. Dukes
and prevailing case law. Although the Company believes that insurance is available for this matter, potential losses may materially
exceed policy coverages if plaintiffs substantially prevail. The Company disagrees with plaintiffs’ claims, does not believe the
class should remain certified, and will vigorously defend itself in this matter.

In 2014, a putative class action was filed in a California Federal Court by a former employee alleging that the Company had
a policy of requiring employee bag checks while the employees were not clocked in for work. As a result of those actions, the
employee alleges the Company violated California law by failing to provide meal periods and rest breaks, failing to pay regular
and overtime wages for work performed off the clock, failing to provide accurate wage statements, failing to timely pay all final
wages and by engaging in unfair competition. He has also alleged PAGA claims. The former employee dismissed his individual
claims after the court ruled that the claims were subject to arbitration. The court ruled that the PAGA claims may proceed.

In 2015, former employees filed a nationwide class action in federal court in Connecticut alleging the Company had violated
ERISA by overcharging employees who purchased supplemental life insurance through a Company sponsored plan. In March
2016, the district court dismissed the lawsuit. Plaintiffs have appealed the dismissal to the Second Circuit Court of Appeals.

In January 2017, a customer filed a class action in federal court in Illinois alleging the Company violated various state consumer
fraud laws as well as express and implied warranties by selling a product that purported to contain aloe vera when it did not. The
requested class is limited to the state of Illinois. The Company believes that it is fully indemnified by the entities that supplied it
with the product.

Family Dollar Resolved Matters

In 2008, a Multi-District Litigation forum (“MDL”) was created in North Carolina federal court to handle cases alleging FLSA
violations against the Company. In the first two cases, the court entered orders finding the plaintiffs were not similarly situated
and, therefore, neither nationwide notice nor collective treatment under the FLSA was appropriate. Since that time, the court has
granted 60 summary judgments ruling Store Managers are properly classified as exempt from overtime. The remaining plaintiffs
have now signed an agreement with the Company to settle all remaining cases. The settlement agreements have been approved
by the courts handling the cases and all settlement monies have been fully paid.

In 2013, plaintiffs filed a claim in Massachusetts seeking unpaid overtime for a class of current and former Massachusetts
Store Managers whom plaintiffs claim are not properly classified as exempt from overtime under Massachusetts law. The plaintiffs
have signed an agreement with the Company to settle the class action. The court approved the settlement and the settlement amount
has been paid.

In 2014, the Company was served with a putative class action in Missouri Federal Court alleging the Company sent customers
Short Message Service (“SMS”) text message advertisements, without providing appropriate express written consent in violation
of the Telephone Consumer Protection Act. The plaintiff signed an agreement with the Company to settle the class action. The
court approved the settlement and the settlement amount has been paid.

In 2014, a former employee filed a nationwide class action in federal court in Virginia alleging the Company violated the Fair
Credit Reporting Act by failing to comply with its requirements to give an individual proper notice and a reasonable time to
challenge the results of a background check before taking action to deny the person employment (or terminate existing employment).
The plaintiffs were seeking statutory damages of $100 to $1,000 per violation. The district court granted the Company’s motion
for summary judgment in July 2016 without any liability to the Company. Plaintiffs did not appeal and this case is now resolved.

In 2014, a former employee brought a putative class action and asserted claims under PAGA alleging the Company failed to
provide suitable seating to its California store employees. The court dismissed the case in December 2016 and the former employee
did not appeal the decision.

NOTE 6 – LONG-TERM DEBT

Long-term debt at January 28, 2017 and January 30, 2016 consists of the following:

As of January 28, 2017 As of January 30, 2016

(in millions) Principal

Unamortized
Debt

Premium and
Issuance

Costs Principal

Unamortized
Debt
Premium and
Issuance

Costs
Forgivable Promissory Note, interest payable beginning in
December 2017 at a rate of 1%, principal payable
beginning January 2019 7.0 — 7.0 —
5.25% Acquisition Notes, due 2020 750.0 8.7 750.0 11.1
5.75% Acquisition Notes, due 2023 2,500.0 35.9 2,500.0 40.1
Term Loan A — — 975.0 3.6
Term Loan A-1, interest payable at LIBOR, plus 1.75%,
which was 2.53% at January 28, 2017 2,184.8 6.2 — —
Term Loan B-1 — — 2,283.5 42.6
Term Loan B-2, fixed interest rate of 4.25% 650.0 10.4 650.0 12.0
Secured Senior Notes, fixed interest rate of 5.00% 300.0 (8.8) 300.0 (10.7)
$1.25 billion Revolving Credit Facility — — — 20.4
$1.25 billion Tranche A Revolving Credit Facility, interest
payable at LIBOR, plus 1.75%, which was 2.53% at
January 28, 2017 — 17.6 — —
Total $6,391.8 $70.0 $7,465.5 $119.1

Maturities of long-term debt are as follows: 2017 – $152.1 million, 2018 – $166.0 million, 2019 – $167.3 million, 2020 –
$2,452.3 million, 2021 – $301.4 million and after 2021 – $3,152.7 million.

Acquisition Notes

On February 23, 2015, the Company completed the offering of $750.0 million aggregate principal amount of 5.25% senior
notes due 2020 (the “2020 Notes”) and $2.5 billion aggregate principal amount of 5.75% senior notes due 2023 (the “2023 Notes”,
and together with the 2020 Notes, the “Acquisition Notes”). The Acquisition Notes were offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States,
only to non-U.S. investors pursuant to Regulation S under the Securities Act. On August 1, 2016, the Company completed the
exchange of the Acquisition Notes for registered notes with substantially identical terms. The Acquisition Notes are fully,
unconditionally, jointly and severally guaranteed on an unsecured, unsubordinated basis, subject to certain exceptions, by each of
the Company’s subsidiaries which guarantee the obligations under the Company’s senior secured credit facilities or certain other
indebtedness, including Family Dollar and certain of its subsidiaries.

The 2020 Notes, which mature on March 1, 2020, were issued pursuant to an indenture, dated as of February 23, 2015, with
U.S. Bank National Association, as trustee (the “2020 Notes Indenture”). The 2023 Notes, which mature on March 1, 2023, were
issued pursuant to an indenture, dated as of February 23, 2015, with U.S. Bank National Association, as trustee (the “2023 Notes
Indenture”, and together with the 2020 Notes Indenture, the “Indentures”).

Interest on the Acquisition Notes is due semiannually on March 1 and September 1 and commenced on September 1, 2015.

The Indentures contain covenants that limit the ability of the Company and certain of its subsidiaries to, among other things
and subject to certain significant exceptions: (i) incur, assume or guarantee additional indebtedness; (ii) declare or pay dividends
or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests; (iii) make any
principal payment on, or redeem or repurchase, subordinated debt; (iv) make loans, advances or other investments; (v) incur liens;
(vi) sell or otherwise dispose of assets, including capital stock of subsidiaries; (vii) consolidate or merge with or into, or sell all
or substantially all assets to, another person; and (viii) enter into transactions with affiliates. The Indentures also provide for certain
events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other
monetary obligations on all the then outstanding Acquisition Notes under the applicable indenture to be declared immediately due
and payable.

The restriction in the Indentures on the Company’s ability to pay dividends is subject to certain significant exceptions, including
an exception that permits the Company to pay dividends and make other distributions regardless of dollar amount so long as, after
giving pro forma effect thereto, the Company would have a consolidated total net leverage ratio, as defined under the Indentures,
no greater than 3.50 to 1.00. As of January 28, 2017, the Company’s consolidated total net leverage ratio, as defined in the Indentures,
was below 3.50 to 1.00. So long as the Company’s consolidated total net leverage ratio remains below 3.50 to 1.00, the Indentures
do not restrict the ability of the Company to pay dividends.

Credit Facility and Term Loans

On March 9, 2015, the Company entered into a credit agreement, with JPMorgan Chase Bank, N.A., as administrative agent,
providing for $6.2 billion in senior secured credit facilities (the “New Senior Secured Credit Facilities”) consisting of a $1.25
billion revolving credit facility (the “New Revolving Credit Facility”) and $4.95 billion of term loan facilities (the “New Term
Loan Facilities”). The New Term Loan Facilities consisted of a $1.0 billion Term Loan A tranche and a $3.95 billion Term Loan
B tranche. The Term Loan B tranche also included a discount of 50 basis points or $19.8 million. The New Revolving Credit
Facility and the borrowings under the Term Loan A tranche mature five years after the Acquisition Date, unless any of the 2020
Notes remain outstanding as of 91 days prior to their stated maturity, in which case the New Revolving Credit Facility and the
borrowings under the Term Loan A tranche will mature at such time. The borrowings under the Term Loan B tranche mature seven
years after the Acquisition Date.

The New Senior Secured Credit Facilities were not guaranteed by the Company or any of its subsidiaries prior to the
consummation of the Acquisition, but upon and after the Acquisition Date, the New Senior Secured Credit Facilities are guaranteed
by certain of the Company’s direct or indirect wholly-owned U.S. subsidiaries, including Family Dollar and certain of its subsidiaries
(collectively, the “Credit Agreement Guarantors”). Upon and after the Acquisition Date, the New Senior Secured Credit Facilities
are secured by a security interest in substantially all of the assets of the Company and the Credit Agreement Guarantors, subject
to certain exceptions.

The New Senior Secured Credit Facilities contain representations and warranties, events of default and affirmative and negative
covenants. These include, among other things and subject to certain significant exceptions, restrictions on the Company’s ability
to declare or pay dividends, repay the Acquisition Notes, create liens, incur additional indebtedness, make investments, dispose
of assets and merge or consolidate with any other person. In addition, a financial maintenance covenant based on the Company’s
consolidated first lien secured net leverage ratio applies to the New Revolving Credit Facility and the Term Loan A tranche of the
New Term Loan Facilities.

The restriction in the New Senior Secured Credit Facilities on the Company’s ability to pay dividends is subject to certain
significant exceptions, including an exception that permits the Company to pay dividends and make other restricted payments
regardless of dollar amount so long as, after giving pro forma effect thereto, the Company would have a consolidated total net
leverage ratio, as defined under the New Senior Secured Credit Facilities, no greater than 3.50 to 1.00. As of January 28, 2017,
the Company’s consolidated total net leverage ratio, as defined in the New Senior Secured Credit Facilities, was below 3.50 to
1.00. So long as the Company’s consolidated total net leverage ratio remains below 3.50 to 1.00, the New Senior Secured Credit
Facilities do not restrict the ability of the Company to pay dividends.

On June 11, 2015, the Company amended the terms of the New Senior Secured Credit Facilities to refinance the Term Loan
B tranche with $3.3 billion of floating-rate Term Loan B-1 and $650.0 million of 4.25% fixed-rate Term Loan B-2. The Company
incurred charges on the amendment of $69.1 million, comprised of a 1.0% prepayment penalty and the write-off of the debt discount
and related debt issuance costs. These charges were recorded in “Interest expense, net” for the year ended January 30, 2016 in the
accompanying consolidated income statements.

The loans under the Term Loan A tranche and the New Revolving Credit Facility bore interest at LIBOR plus 2.25% per
annum (or a base rate plus 1.25%) and the Term Loan B-1 of the New Senior Secured Credit Facilities bore interest at LIBOR
plus 2.75% per annum (or a base rate plus 1.75%). The Term Loan B-1 tranche was subject to a “LIBOR floor” of 0.75%. The
Term Loan A tranche of the New Term Loan Facilities required quarterly amortization payments of 1.25% of the original principal
amount thereof in the first year following the Acquisition Date, 2.5% of the original principal amount thereof in the second year
following the Acquisition Date, and 3.75% of the original principal amount thereof thereafter. The Term Loan B-1 required quarterly
amortization payments of 0.25% of the original principal amount thereof after the Acquisition Date and the Term Loan B-2 does
not require amortization payments prior to maturity. The New Term Loan Facilities, excluding the Term Loan B-2, also required
mandatory prepayments in connection with certain asset sales and out of excess cash flow, among other things, and were subject
in each case to certain significant exceptions. The Company was required to pay certain commitment fees in connection with the
New Revolving Credit Facility. Additionally, the Term Loan B-1 required the Company to pay a 1.0% prepayment fee if the loans
thereunder were subject to certain repricing transactions before June 11, 2016. The Term Loan B-2 requires the Company to pay

a 2.0% prepayment fee if it is repaid in the second year after the refinance date and a 1.0% prepayment fee if it is repaid in the
third year after the refinance date.

On January 26, 2016, the Company prepaid $1.0 billion of its $3.3 billion Term Loan B-1. The prepayment resulted in an
acceleration of the amortization of debt issuance costs of $19.0 million.

On August 30, 2016, the Company entered into an amendment (the “Third Amendment”) to the New Senior Secured Credit
Facilities. The Third Amendment reduced the applicable interest rate margin with respect to the Term Loan A tranche of the
Company’s New Term Loan Facilities, which had $937.5 million outstanding immediately prior to the date of the Third Amendment,
and the Company’s New Revolving Credit Facility, which was undrawn other than letters of credit immediately prior to the date
of the Third Amendment. The reduction in the interest rate margins was accomplished by replacing the existing Term Loan A
tranche with a new Term Loan A-1 tranche and the New Revolving Credit Facility with new revolving facility commitments (the
“Tranche A Revolving Credit Facility”) that, except as set forth below, have terms identical to the existing Term Loan A tranche
and New Revolving Credit Facility. As a result, the total amount borrowed under the Third Amendment was unchanged from the
total amount borrowed under the New Senior Secured Credit Facilities.

Loans made under the Tranche A Revolving Credit Facility or the Term Loan A-1 tranche will bear interest at LIBOR plus
1.75% annually (or a base rate plus 0.75%) until the Company delivers its quarterly compliance certificate to the lenders outlining
its secured net leverage ratio for the quarter ended January 28, 2017. Prior to that date, the Company will pay a commitment fee
on the unused portion of the Tranche A Revolving Credit Facility of 0.30% annually. After January 28, 2017, loans made under
the Tranche A Revolving Credit Facility or the Term Loan A-1 tranche will bear interest at LIBOR plus 1.50% to 2.25% or at a
base rate plus 0.50% to 1.25% and the Company will pay a commitment fee on the unused portion of the Tranche A Revolving
Credit Facility ranging from 0.25% to 0.375% (in each case, determined based on the Company’s secured net leverage ratio).

The restrictive covenants and events of default in the Third Amendment are unchanged from the provisions in the New Senior
Secured Credit Facilities.

On September 22, 2016, the Company entered into an amendment (the “Fourth Amendment”) to the New Senior Secured
Credit Facilities. The Fourth Amendment provided for an additional $1,275.0 million in additional principal amounts under the
Term Loan A-1 tranche and $750.0 million in total principal amount of Term Loan B-3. The proceeds of the additional loans under
the Term Loan A-1 tranche and the Term Loan B-3 were used to prepay the $2,025.0 million of existing Term Loan B-1. In addition,
the Company used $242.0 million of cash on hand to prepay the remainder of the Term Loan B-1.

The additional loans under the Term Loan A-1 tranche have terms identical to the Term Loan A-1 tranche made under the
Third Amendment to the New Senior Secured Credit Facilities. The Term Loan B-3 had terms identical to the Term Loan B-1
under the New Senior Secured Credit Facilities, except as set forth below.
The Term Loan B-3 bore interest at LIBOR plus 2.50% annually (or a base rate plus 1.50%).
Beginning on January 13, 2017, the Term Loan B-3 required quarterly amortization payments of 0.25% of the original principal
amount until maturity.
The obligations and additional loans under the Tranche A Revolving Credit Facilities, the Term Loan A-1 tranche and the
Term Loan B-3 are secured by the same collateral and subject to the same guarantees as the other classes of loans under the New
Senior Secured Credit Facilities. The restrictive covenants and events of default in the Fourth Amendment are substantially the
same as the provisions in the New Senior Secured Credit Facilities.

In connection with the Third Amendment and Fourth Amendment to the New Senior Secured Credit Facilities, the Company
accelerated the amortization of approximately $26.6 million of debt-issuance costs and expensed approximately $2.6 million in
transaction-related costs.

On January 20, 2017, the Company prepaid the $748.1 million remaining outstanding under its Term Loan B-3. The prepayment
resulted in an acceleration of the amortization of debt-issuance costs associated with the Term Loan B-3 of $11.7 million.

Secured Senior Notes

As a result of the Acquisition, the Company assumed the liability for $300.0 million of 5.0% unsecured senior notes due
February 1, 2021 which were issued by Family Dollar on January 28, 2011 through a public offering. These notes became equally
and ratably secured on the Acquisition Date.

Forgivable Promissory Note

In 2012, the Company entered into a promissory note with the state of Connecticut under which the state loaned the Company
$7.0 million in connection with the Company’s acquisition, construction and installation of land, building, machinery and equipment
for the Company’s distribution facility in Windsor, Connecticut. If certain performance targets are met, the loan will be forgiven
in fiscal 2018. If the performance targets are not met, the loan and accrued interest must be repaid over a five-year period beginning
in fiscal 2018.

Senior Notes

On the Acquisition Date, the Company prepaid in full $750.0 million in Senior Notes comprised of (i) $300.0 million in
aggregate principal amount of 4.03% Series A Senior Notes due September 16, 2020, (ii) $350.0 million in aggregate principal
amount of 4.63% Series B Senior Notes due September 16, 2023 and (iii) $100.0 million in aggregate principal amount of 4.78%
Series C Senior Notes due September 16, 2025, issued pursuant to that certain Note Purchase Agreement, dated as of September
16, 2013 (as amended on January 20, 2015, the “Dollar Tree NPA”) among the Company, Dollar Tree Stores, Inc., and the Purchasers
party thereto, plus accrued and unpaid interest thereon and a make-whole premium of $89.5 million determined in accordance
with the provisions of the Dollar Tree NPA plus additional interest in accordance with the provisions of the first amendment to
the Dollar Tree NPA.

Unsecured Credit Agreement

On the Acquisition Date, the Company paid in full all amounts under the Unsecured Credit Agreement, dated as of June 6,
2012, and terminated all commitments to extend further credit.

Debt Covenants

As of January 28, 2017, the Company was in compliance with its debt covenants.

NOTE 7 – SHAREHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock, $0.01 par value per share. No preferred shares are
issued and outstanding at January 28, 2017 and January 30, 2016.

Net Income Per Share

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

Year Ended
January 28, January 30, January 31,
(in millions, except per share data) 2017 2016 2015
Basic net income per share:

Net income $ 896.2 $ 282.4 $ 599.2
Weighted average number of shares outstanding 235.7 222.5 206.0

Basic net income per share $ 3.80 $ 1.27 $ 2.91
Diluted net income per share:

Net income $ 896.2 $ 282.4 $ 599.2
Weighted average number of shares outstanding 235.7 222.5 206.0
Dilutive effect of stock options and restricted stock (as determined by
applying the treasury stock method) 1.1 1.0 1.0
Weighted average number of shares and dilutive potential shares
outstanding 236.8 223.5 207.0

Diluted net income per share $ 3.78 $ 1.26 $ 2.90

At January 28, 2017, January 30, 2016 and January 31, 2015, substantially all of the stock options outstanding were included
in the calculation of the weighted average number of shares and dilutive potential shares outstanding.

Share Repurchase Programs

The Company repurchases shares on the open market and under Accelerated Share Repurchase agreements.

On September 17, 2013, the Company entered into two $500.0 million variable maturity accelerated share repurchase
agreements to repurchase $1.0 billion of the Company’s common shares in the aggregate. One agreement was collared and the other
was uncollared.

The number of shares to be received by the Company under the collared agreement was determined based on the weighted
average market price of the Company’s common stock, less a discount, during a calculation period ending on or before June 2014,
subject to a minimum and maximum number of shares. Under this agreement, the Company received 7.8 million shares during the
year ended February 1, 2014. This represents the minimum number of shares to be received based on a calculation using the “cap”
or high-end of the price range of the “collar”. On May 15, 2014, the collared agreement concluded and the Company received an
additional 1.2 million shares resulting in a total of 9.0 million shares repurchased under this agreement.

The number of shares to be received by the Company under the uncollared agreement was determined based on the weighted
average market price of the Company’s common stock, less a discount, during a calculation period ending on or before June 2014.
The Company received an initial delivery of 7.2 million shares during the year ended February 1, 2014. On February 14, 2014, the
uncollared agreement concluded and the Company received an additional 1.9 million shares resulting in a total of 9.1 million shares
repurchased under this agreement.

The Company did not repurchase any shares of common stock on the open market in fiscal 2016, fiscal 2015 or fiscal 2014.
At January 28, 2017, the Company had $1.0 billion remaining under Board repurchase authorization.

NOTE 8 – EMPLOYEE BENEFIT PLANS

Dollar Tree Retirement Savings Plan

The Company maintains a defined contribution profit sharing and 401(k) plan which is available to all United States-based
Dollar Tree employees over 21 years of age who have completed one year of service in which they have worked at least 1,000
hours. Eligible employees may make elective salary deferrals. The Company may make contributions at its discretion.

Contributions to and reimbursements by the Company of expenses of the plan included in “Selling, general and administrative
expenses” in the accompanying consolidated income statements were as follows:

Year ended January 28, 2017 $ 39.0 million
Year ended January 30, 2016 $ 36.6 million
Year ended January 31, 2015 $ 41.1 million

Eligible employees vest in the Company’s profit sharing contributions based on the following schedule:

20% after two years of service
40% after three years of service
60% after four years of service
100% after five years of service

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

Effective January 1, 2017, the plan was renamed and all the assets of the Family Dollar Employee Savings and Retirement
Plan and Trust were merged into the plan. The plan was formerly named the Dollar Tree Inc. Affiliates and Subsidiaries Profit
Sharing and 401(k) Retirement Plan.

Family Dollar Employee Savings and Retirement Plan and Trust

Prior to January 1, 2017, the Company maintained a defined contribution 401(k) plan which was available to all eligible Family
Dollar employees. The Company may have made contributions at its discretion. Contributions to and reimbursements by the
Company of expenses of the plan included in “Selling, general and administrative expenses” in the accompanying consolidated
income statements were as follows:

Year ended January 28, 2017 $ 10.1 million
Year ended January 30, 2016 $ 6.2 million

Effective January 1, 2017, all of the assets of the Family Dollar 401(k) Retirement Plan were merged into the Dollar Tree
Retirement Savings Plan.

Family Dollar Compensation Deferral Plan

The Company has a deferred compensation plan which provides certain officers and executives the ability to defer a portion
of their base compensation and bonuses and invest their deferred amounts. The plan is a nonqualified plan and the Company does
not make contributions to this plan or guarantee earnings. The deferred amounts and earnings thereon are payable to participants,
or designated beneficiaries, at either specified future dates, or upon separation of service or death. Total cumulative participant
deferrals and earnings were approximately $14.6 million and $15.9 million at January 28, 2017 and January 30, 2016, respectively,
and are included in “Other liabilities” on the accompanying consolidated balance sheets. The related assets are included in “Other
assets” on the accompanying consolidated balance sheets.

Dollar Tree, Inc. Supplemental Deferred Compensation Plan

The Company has a deferred compensation plan which provided certain Dollar Tree officers and executives the ability to defer
a portion of their base compensation and bonuses and invest their deferred amounts. The plan is a nonqualified plan and the Company
could have made discretionary contributions. The deferred amounts and earnings thereon are payable to participants, or designated
beneficiaries, at specified future dates, or upon retirement or death. Total cumulative participant deferrals and earnings were
approximately $5.2 million at January 28, 2017 and January 30, 2016, and are included in “Other liabilities” on the accompanying
consolidated balance sheets. The related assets are included in “Other assets” on the accompanying consolidated balance sheets.
The Company did not make any discretionary contributions in the years ended January 28, 2017, January 30, 2016, or January 31,
2015.

Effective December 31, 2016, the plan was frozen for contributions earned after calendar year 2016. The plan continues to
exist going forward and retains all contributions and earnings previously allocated to it. Participants can continue to make investment
and distribution election changes. All contributions earned on or after January 1, 2017 are allocated to the Family Dollar
Compensation Deferral Plan.

NOTE 9 – STOCK-BASED COMPENSATION PLANS

Fixed Stock Option Compensation Plans

Under the Equity Incentive Plan (EIP), the Company granted up to 18.0 million shares of its Common Stock, plus any shares
available for future awards under the 1995 Stock Incentive Plan, to the Company’s employees, including executive officers and
independent contractors. The EIP permitted the Company to grant equity awards in the form of stock options, stock appreciation
rights and restricted stock. The exercise price of each stock option granted equaled the market price of the Company’s stock at
the date of grant. The options generally vested over a three-year period and have a maximum term of 10 years. This plan was
terminated on June 16, 2011 and replaced with the Company’s Omnibus Incentive Plan (Omnibus Plan).

The Executive Officer Equity Incentive Plan (EOEP) was available only to the Chief Executive Officer and certain other
executive officers. These officers no longer received awards under the EIP. The EOEP allowed the Company to grant the same
types of equity awards as the EIP. These awards generally vested over a three-year period, with a maximum term of 10 years for
stock options. This plan was terminated on June 16, 2011 and replaced with the Omnibus Plan.

Stock appreciation rights may be awarded alone or in tandem with stock options. When the stock appreciation rights are
exercisable, the holder may surrender all or a portion of the unexercised stock appreciation right and receive in exchange an amount
equal to the excess of the fair market value at the date of exercise over the fair market value at the date of the grant. No stock
appreciation rights have been granted to date.

Any restricted stock or RSUs awarded are subject to certain general restrictions. The restricted stock shares or units may not
be sold, transferred, pledged or disposed of until the restrictions on the shares or units have lapsed or have been removed under
the provisions of the plan. In addition, if a holder of restricted shares or units ceases to be employed by the Company, any shares
or units in which the restrictions have not lapsed will be forfeited.

The 2003 Non-Employee Director Stock Option Plan (NEDP) provided non-qualified stock options to non-employee members
of the Company’s Board of Directors. The stock options were functionally equivalent to the options issued under the EIP discussed
above. The exercise price of each stock option granted equaled the closing market price of the Company’s stock on the date of
grant. The options generally vested immediately. This plan was terminated on June 16, 2011 and replaced with the Omnibus Plan.

The 2003 Director Deferred Compensation Plan permits any of the Company’s directors who receive a retainer or other fees
for Board or Board committee service to defer all or a portion of such fees until a future date, at which time they may be paid in
cash or shares of the Company’s common stock, or receive all or a portion of such fees in non-statutory stock options. Deferred
fees that are paid out in cash will earn interest at the 30-year Treasury Bond Rate. If a director elects to be paid in common stock,
the number of shares will be determined by dividing the deferred fee amount by the closing market price of a share of the Company’s
common stock on the date of deferral. The number of options issued to a director will equal the deferred fee amount divided by
33% of the price of a share of the Company’s common stock. The exercise price will equal the fair market value of the Company’s
common stock at the date the option is issued. The options are fully vested when issued and have a term of 10 years.

Under the Omnibus Plan, the Company may grant up to 4.0 million shares of its Common Stock, plus any shares available
for future awards under the EIP, EOEP, or NEDP plans, to the Company’s employees, including executive officers and independent
contractors. The Omnibus Plan permits the Company to grant equity awards in the form of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance bonuses, performance units,
non-employee director stock options and other equity-related awards. These awards generally vest over a three-year period with
a maximum term of 10 years.

In conjunction with the Acquisition, the Company assumed the Family Dollar Stores, Inc. 2006 Incentive Plan (the “2006
Plan”). The 2006 Plan permits the granting of a variety of compensatory award types, including stock options and performance
share rights.

Restricted Stock

In connection with the Acquisition, unvested Family Dollar RSUs that were outstanding prior to the Acquisition were converted
into unvested Dollar Tree RSUs with the same substantive terms and conditions as were applicable to the Family Dollar RSUs,
in respect of a number of shares of common stock of the Company determined by multiplying the number of shares of Family
Dollar RSUs by 1.0000 (the “Award Exchange Ratio”). The Company converted approximately 0.1 million unvested Family Dollar
RSUs into unvested Dollar Tree RSUs at the date of Acquisition and recognized $1.8 million and $2.8 million of expense related
to these RSUs in 2016 and 2015, respectively.

The Company granted 0.5 million, 0.3 million and 0.5 million service-based RSUs, net of forfeitures in 2016, 2015 and 2014,
respectively, from the Omnibus Plan to the Company’s employees and officers. The fair value of all of these RSUs is being expensed
ratably over the three-year vesting periods, or shorter periods based on the retirement eligibility of certain grantees. The fair value
was determined using the Company’s closing stock price on the date of grant. The Company recognized $28.2 million, $22.6
million and $22.2 million of expense related to service-based RSUs during 2016, 2015 and 2014, respectively. As of January 28,
2017, there was approximately $30.6 million of total unrecognized compensation expense related to these RSUs which is expected
to be recognized over a weighted-average period of 22.3 months.

In 2016, the Company granted 0.2 million RSUs from the Omnibus Plan to certain officers of the Company, contingent on
the Company meeting certain performance targets in 2016 and future service of these officers through March 2019. The Company
met these performance targets in fiscal 2016; therefore, the fair value of these RSUs of $17.1 million is being expensed over the
service period or a shorter period based on the retirement eligibility of the grantee. The Company recognized $11.4 million of
expense related to these RSUs in 2016. The fair value of these RSUs was determined using the Company’s closing stock price on
the grant date.

In 2015, the Company granted 0.1 million RSUs from the Omnibus Plan to certain officers of the Company, contingent on
the Company meeting certain performance targets in 2015 and future service of these officers through March 2018. The Company
met these performance targets in fiscal 2015; therefore, the fair value of these RSUs of $11.3 million is being expensed over the
service period or a shorter period based on the retirement eligibility of the grantee. The Company recognized $1.8 million and
$8.7 million of expense related to these RSUs in 2016 and 2015, respectively. The fair value of these RSUs was determined using
the Company’s closing stock price on the grant date.

In 2014, the Company granted 0.2 million RSUs from the Omnibus Plan to certain officers of the Company, contingent on
the Company meeting certain performance targets in 2014 and future service of these officers through March 2017. The Company
met these performance targets in fiscal 2014; therefore, the fair value of these RSUs of $10.0 million is being expensed over the
service period or a shorter period based on the retirement eligibility of the grantee. The Company recognized $1.0 million, $1.6
million and $6.7 million of expense related to these RSUs in 2016, 2015 and 2014, respectively. The fair value of these RSUs was
determined using the Company’s closing stock price on the grant date.

In 2016, the Company granted RSUs with an estimated fair value of $3.2 million from the Omnibus Plan to certain officers
of the Company. Each officer has the opportunity to earn an amount between zero percent (0%) and two hundred percent (200%)
of the individual target award contingent on the Company meeting certain performance targets for the period beginning on
January 31, 2016 and ending on February 2, 2019. Provided the vesting conditions are satisfied, the awards will vest at the end
of the performance period. The estimated fair value of these RSUs is being expensed over the performance period or a shorter
period based on the retirement eligibility of the grantee. The Company recognized $2.0 million of expense related to these RSUs
in 2016. The estimated fair value of these RSUs was determined using the Company’s closing stock price on the grant date.

In 2015, the Company granted RSUs with an estimated grant date fair value of $2.3 million from the Omnibus Plan to certain
officers of the Company. Each officer has the opportunity to earn an amount between zero percent (0%) and two hundred percent
(200%) of the individual target award contingent on the Company meeting certain performance targets for the period beginning
on February 1, 2015 and ending on February 3, 2018. Providing the vesting conditions are satisfied, the awards will vest at the
end of the performance period. The current estimated fair value of these RSUs of $4.6 million is being expensed over the performance
period or a shorter period based on the retirement eligibility of the grantee. The Company recognized $2.3 million and $1.4 million
of expense related to these RSUs in 2016 and 2015, respectively. The estimated fair value of these RSUs was determined using
the Company’s closing stock price on the grant date.

In 2014, the Company granted RSUs with an estimated fair value of $2.0 million from the Omnibus Plan to certain officers
of the Company. Each officer had the opportunity to earn an amount between zero percent (0%) and two hundred percent (200%)
of the individual target award contingent on the Company meeting certain performance targets for the period beginning on
February 2, 2014 and ending on January 28, 2017. The estimated fair value was being expensed over the performance period or
a shorter period based on the retirement eligibility of the grantee. The Company recognized $0.3 million, $0.4 million and $1.0
million of expense related to these RSUs in 2016, 2015 and 2014, respectively. The estimated fair value of these RSUs was
determined using the Company’s closing stock price on the grant date.

In 2013, the Company granted RSUs (“2013 Grants”) with an estimated fair value of $1.7 million from the Omnibus Plan to
certain officers of the Company. Each officer had the opportunity to earn an amount between zero percent (0%) and two hundred
percent (200%) of the individual target award contingent on the Company meeting certain performance targets for the period
beginning on February 3, 2013 and ending on January 30, 2016 (“2013 Goal”). The estimated fair value was being expensed over
the performance period or a shorter period based on the retirement eligibility of the grantee. The Company recognized $0.4 million
and $1.0 million of expense related to these RSUs in 2014 and 2013, respectively. The estimated fair value of these RSUs was
determined using the Company’s closing stock price on the grant date. However, because the Acquisition was not yet contemplated
as of the grant date, the 2013 Goal did not exclude costs related to the Acquisition or any income that may be attributable to Family
Dollar during the performance period. In 2015, the Company concluded that maintaining the 2013 Grants in their original form
would undermine the Company’s goals and create skewed incentives for the grantees.

Because amending the 2013 Goal would have jeopardized deductibility of the awards under Section 162(m) of the Internal
Revenue Service Code, in 2015 the Compensation Committee of the Board of Directors canceled the 2013 Grants and approved
new awards (“2015 Supplemental Grants”), with a fair value of $2.2 million and a new operating income goal for the one-year
period ending January 30, 2016 (“2015 Supplemental Goal”). The 2015 Supplemental Goal equals the amount remaining in the
final year of the 2013 Goal, giving credit for actual Company performance utilizing an operating income definition that excludes
both costs related to the Acquisition and income from Family Dollar. As such, the 2015 Supplemental Grants exactly replicate the
incentive structure of the 2013 Grants had those awards excluded the effect of the then-unknown and unforeseeable Acquisition
when they were granted. The Company recognized a $1.2 million reduction of expense related to the 2013 Grants cancellation in
2015 and recognized $0.2 million and $2.4 million of expense related to the 2015 Supplemental Grants in 2016 and 2015,
respectively.

In 2012, the Company granted 0.2 million RSUs with a fair value of $10.0 million from the Omnibus Plan to the Chief
Executive Officer of the Company, contingent on the Company meeting certain performance targets for the period beginning July
29, 2012 and ending on August 3, 2013 and the grantee completing a five-year service requirement. The fair value of these RSUs
is being expensed ratably over the five-year vesting period. The Company recognized $2.0 million, $2.0 million and $2.0 million
of expense related to these RSUs in 2016, 2015 and 2014, respectively. The fair value of these RSUs was determined using the
Company’s closing stock price on the grant date.

In 2015, the Company granted 0.1 million service-based RSUs with a fair value of $7.9 million from the Omnibus Plan. The
estimated fair value of these RSUs is being expensed ratably over the three-year vesting period. The Company recognized $2.0
million and $1.0 million of expense related to these RSUs in 2016 and 2015, respectively.

On March 18, 2016, the Company granted approximately 0.1 million RSUs with a fair value of $5.0 million from the Omnibus
Plan to the President of the Company, contingent on the Company meeting certain performance targets for the period beginning
January 31, 2016 and ending on February 2, 2019 and the grantee completing a five-year service requirement. The fair value of
these RSUs is being expensed ratably over the five-year vesting period. The Company recognized $0.8 million of expense related
to these RSUs in 2016. The fair value of these RSUs was determined using the Company’s closing stock price on the grant date.

The following table summarizes the status of RSUs as of January 28, 2017, and changes during the year then ended:

Weighted
Average

Grant
Date Fair

Value
Nonvested at January 30, 2016 1,569,421 $ 63.24
Granted 897,479 80.13
Vested (697,780) 60.

Forfeited (149,619) 76.45
Nonvested at January 28, 2017 1,619,501 $ 73.43

In connection with the vesting of RSUs in 2016, 2015 and 2014, certain employees elected to receive shares net of minimum
statutory tax withholding amounts which totaled $21.9 million, $21.6 million and $15.8 million, respectively. The total fair value
of the restricted shares vested during the years ended January 28, 2017, January 30, 2016 and January 31, 2015 was $42.4 million,
$36.8 million and $31.8 million, respectively.

Stock Options

Stock options granted under the Omnibus Plan in 2016 were to directors and certain officers. Stock options granted in 2015
and 2014 were to directors. Stock options granted to directors were under the Director Deferred Compensation Plan, vest
immediately and are expensed on the grant date. During 2016, the Company granted 0.2 million stock options with a fair value
of $4.0 million from the Omnibus Plan to an officer of the Company. The fair value of these stock options will be expensed over
the five-year vesting period. The Company did not recognize any expense related to these stock options in 2016.

In connection with the Acquisition, options to purchase Family Dollar common stock (“Family Dollar Options”) that were
outstanding prior to the Acquisition were converted into options to purchase, on the same substantive terms and conditions as were
applicable to Family Dollar Options, a number of shares of common stock of the Company determined by multiplying the number
of shares of Family Dollar common stock subject to such Family Dollar Options by 1.0000 (the “Award Exchange Ratio”), at an
exercise price per share equal to the per share exercise price for the shares of Family Dollar common stock otherwise purchasable
pursuant to the Family Dollar Options divided by the Award Exchange Ratio. The Company converted approximately 1.5 million
Family Dollar vested and unvested options into equivalent options to purchase Dollar Tree Common Stock at the date of Acquisition
and recognized $2.6 million and $6.2 million of expense related to these options in 2016 and 2015, respectively. Stock options
are valued using the Black-Scholes option-pricing model and compensation expense is recognized on a straight-line basis, net of
estimated forfeitures, over the requisite service period.

The fair value of each option grant was estimated on the Acquisition date using the Black-Scholes option-pricing model. The
expected term of the awards granted is based on an analysis of historical and expected future exercise behavior. Expected volatility
is derived from an analysis of the historical volatility of the Company’s publicly traded stock. The risk free rate is based on the
U.S. Treasury rates on the Acquisition date with maturity dates approximating the expected life of the option on the Acquisition
date.

The weighted average assumptions used in the Black-Scholes option pricing model for awards granted to certain officers in
2016 and converted awards in 2015 are as follows:

Fiscal 2016 Fiscal 2015
Expected term in years 6.50 2.03
Expected volatility 24.51% 20.77%
Annual dividend yield —% —%
Risk free interest rate 2.09% 0.60%
Weighted-average fair value of options granted
during the period $ 22.10 $ 23.15

Amounts for options granted in 2015 and 2014 are immaterial.

The following tables summarize information about options outstanding at January 28, 2017 and changes during the year then
ended.

Stock Option Activity
January 28, 2017
Weighted
Average Weighted Aggregate
Per Share Average Intrinsic
Exercise Remaining Value
Shares Price Term (in millions)
Outstanding, beginning of period 1,549,999 $ 58.41
Granted 189,543 74.45
Exercised (613,013) 54.73
Forfeited (85,094) 72.73
Outstanding, end of period 1,041,435 $ 62.38 1.3 $ 12.2
Options vested at January 28, 2017 664,854 $ 55.97 1.2 $ 12.0
Options exercisable at end of period 664,854 $ 55.97 1.2 $ 12.0

Options Outstanding Options Exercisable
Options Options

Range of Outstanding Weighted Avg. Weighted Avg. Exercisable Weighted Avg.
Exercise at January 28, Remaining Exercise at January 28, Exercise
Prices 2017 Contractual Life Price 2017 Price

$8.91 to $12.66 134,627 1.2 $ 10.67 134,627 $ 10.67
$12.67 to $48.30 47,807 4.6 32.36 47,807 32.36
$48.31 to $58.58 25,462 2.5 55.03 22,691 54.72
$58.59 to $70.71 365,014 0.6 68.41 290,657 68.48
$70.72 to $93.78 468,525 2.0 76.01 169,072 77.37
$8.91 to $93.78 1,041,435 1.3 $ 59.93 664,854 $ 55.97

The intrinsic value of options exercised during 2016, 2015 and 2014 was approximately $11.8 million, $13.2 million and $3.7
million, respectively.

Employee Stock Purchase Plan

Under the Dollar Tree, Inc. Employee Stock Purchase Plan (ESPP), the Company is authorized to issue up to 8,707,692 shares
of Common Stock to eligible employees. Under the terms of the ESPP, employees can choose to have up to 10% of their annual
base earnings withheld to purchase the Company’s common stock. The purchase price of the stock is 85% of the lower of the price
at the beginning or the end of the quarterly offering period. Under the ESPP, the Company has sold 4,990,145 shares as of January 28,
2017.

The fair value of the employees’ purchase rights is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions:

Fiscal 2016 Fiscal 2015 Fiscal 2014
Expected term 3 months 3 months 3 months
Expected volatility 14.6% 13.2% 8.8%
Annual dividend yield —% —% —%
Risk free interest rate 0.4% 0.2% —%

The weighted average per share fair value of purchase rights granted in 2016, 2015 and 2014 was $13.43, $11.65 and $8.17,
respectively. Total expense recognized for these purchase rights was $1.6 million, $1.0 million and $0.8 million in 2016, 2015
and 2014, respectively.

NOTE 10 – SEGMENT REPORTING

The Company operates a chain of more than 14,300 retail discount stores in 48 states and five Canadian provinces. The
Company’s operations are conducted in two reporting business segments: Dollar Tree and Family Dollar. The Company defines
its segments as those operations whose results its chief operating decision maker (“CODM”) regularly reviews to analyze
performance and allocate resources. The results of operations of Family Dollar are included in the Company’s results of operations
beginning on July 6, 2015.

The Dollar Tree segment is the leading operator of discount variety stores offering merchandise at the fixed price of $1.00.
The Dollar Tree segment includes the Company’s operations under the “Dollar Tree” and “Dollar Tree Canada” brands, 11
distribution centers in the United States, two distribution centers in Canada and a Store Support Center in Chesapeake, Virginia.

The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection
of competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of the Company’s
operations under the “Family Dollar” brand, 11 distribution centers and a Store Support Center in Matthews, North Carolina.

The Company measures the results of its segments using, among other measures, each segment’s net sales, gross profit and
operating income (loss). The Company may revise the measurement of each segment’s operating income (loss), including the
allocation of distribution center and Store Support Center costs, as determined by the information regularly reviewed by the CODM.
When the measurement of a segment changes, previous period amounts and balances are reclassified to be comparable to the
current period’s presentation.

Net sales by segment are as follows:

Year Ended
January 28, January 30, January 31,

(in millions) 2017 2016 2015
Net sales:

Dollar Tree $ 10,138.7 $ 9,336.4 $ 8,602.2
Family Dollar 10,580.5 6,162.0 —

Total net sales $ 20,719.2 $ 15,498.4 $ 8,602.2

Gross profit by segment is as follows:

Year Ended
January 28, January 30, January 31,

(in millions) 2017 2016 2015
Gross profit:

Dollar Tree $ 3,584.7 $ 3,249.3 $ 3,034.0
Family Dollar 2,810.0 1,407.4 —

Total gross profit $ 6,394.7 $ 4,656.7 $ 3,034.0

Depreciation and amortization expense by segment is as follows:

Year Ended
January 28, January 30, January 31,

(in millions) 2017 2016 2015
Depreciation and amortization expense:

Dollar Tree $ 241.3 $ 223.4 $ 206.0
Family Dollar 396.5 264.3 —

Total depreciation and amortization expense $ 637.8 $ 487.7 $ 206.0

Operating income (loss) by segment is as follows:

Year Ended
January 28, January 30, January 31,

(in millions) 2017 2016 2015
Operating income (loss):

Dollar Tree $ 1,305.3 $ 1,080.5 $ 1,040.2
Family Dollar 399.5 (30.8) —

Total operating income $ 1,704.8 $ 1,049.7 $ 1,040.2

Total assets by segment are as follows:

As of
January 28, January 30,

(in millions) 2017 2016
Total assets:

Dollar Tree $ 3,705.5 $ 3,472.0
Family Dollar 11,996.1 12,429.2

Total assets $ 15,701.6 $ 15,901.2

Total goodwill by segment is as follows:

As of
January 28, January 30,

(in millions) 2017 2016
Total goodwill:

Dollar Tree $ 345.4 $ 283.6
Family Dollar 4,678.1 4,738.1

Total goodwill $ 5,023.5 $ 5,021.7

Goodwill is reassigned between segments when stores are rebannered between segments. During 2016 and 2015, the Company
reassigned $60.0 million and $121.8 million, respectively, of goodwill from Family Dollar to Dollar Tree as a result of rebannering.

NOTE 11 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION

As discussed in Note 6, at January 28, 2017, the Company had outstanding $750.0 million principal amount of 5.25%
Acquisition Notes due March 1, 2020 and $2,500.0 million principal amount of 5.75% Acquisition Notes due March 1, 2023,
which are unsecured obligations of the Company and are also fully, unconditionally, jointly and severally guaranteed on an
unsecured, unsubordinated basis, subject to certain exceptions, by certain of the Company’s direct or indirect wholly-owned U.S.
subsidiaries, including Family Dollar and certain of its subsidiaries. All of the subsidiaries, guarantor and non-guarantor are 100%
owned by the parent. Supplemental condensed consolidated financial information of the Company, including such information
for the Guarantors, is presented below. The information is presented in accordance with the requirements of Rule 3-10 under
Regulation S-X of the Securities and Exchange Commission (the “SEC”). The financial information may not necessarily be
indicative of results of operations, cash flows or financial position had the guarantor or the non-guarantor subsidiaries operated
as independent entities. Investments in subsidiaries are presented using the equity method of accounting. The principal elimination
entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial statements of the
Guarantors are not provided as the condensed consolidating financial information contained herein provides a more meaningful
disclosure to allow investors to determine the nature of the assets held by, and the operations of, the combined groups. The Company
completed the exchange of the Acquisition Notes for registered notes with substantially identical terms on August 1, 2016.

Condensed Consolidating Statements of Comprehensive Income

Year Ended January 28, 2017
Guarantor Non-Guarantor Consolidation Consolidated
(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
Net sales $ — $ 20,506.9 $ 731.6 $ (519.3) $ 20,719.2
Cost of sales — 14,178.1 584.4 (438.0) 14,324.5

Gross profit — 6,328.8 147.2 (81.3) 6,394.7
Selling, general and administrative
expenses 7.4 4,631.0 125.2 (73.7) 4,689.9

Operating income (loss) (7.4) 1,697.8 22.0 (7.6) 1,704.8
Interest expense (income), net 316.8 66.3 (7.6) — 375.5
Other (income) expense, net 7.4 (0.7) 0.8 (7.6) (0.1)

Income (loss) before income taxes (331.6) 1,632.2 28.8 — 1,329.4
Provision for income taxes (133.3) 558.8 7.7 — 433.2
Equity in earnings of subsidiaries (1,094.5) (15.4) — 1,109.9 —
Net income 896.2 1,088.8 21.1 (1,109.9) 896.2
Other comprehensive income 5.5 1.7 5.5 (7.2) 5.5
Comprehensive income $ 901.7 $ 1,090.5 $ 26.6 $ (1,117.1) $ 901.7

Year Ended January 30, 2016
Guarantor Non-Guarantor Consolidation Consolidated
(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
Net sales $ — $ 15,312.2 $ 737.6 $ (551.4) $ 15,498.4
Cost of sales — 10,715.6 664.1 (538.0) 10,841.7

Gross profit — 4,596.6 73.5 (13.4) 4,656.7
Selling, general and administrative
expenses 48.4 3,505.5 62.5 (9.4) 3,607.0

Operating (loss) income (48.4) 1,091.1 11.0 (4.0) 1,049.7
Interest expense (income), net 464.4 139.1 (4.1) — 599.4
Other (income) expense, net 4.0 (0.2) 2.3 (4.0) 2.1

Income (loss) before income taxes (516.8) 952.2 12.8 — 448.2
Provision for income taxes (213.3) 361.6 17.5 — 165.8
Equity in earnings of subsidiaries (585.9) (31.1) — 617.0 —
Net income (loss) 282.4 621.7 (4.7) (617.0) 282.4
Other comprehensive loss — — (9.0) — (9.0)
Comprehensive income $ 282.4 $ 621.7 $ (13.7) $ (617.0) $ 273.4

Condensed Consolidating Statements of Comprehensive Income (Continued)

Year Ended January 31, 2015
Guarantor Non-Guarantor Consolidation Consolidated
(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
Net sales $ — $ 8,420.3 $ 184.0 $ (2.1) $ 8,602.2
Cost of sales — 5,427.7 142.6 (2.1) 5,568.2

Gross profit — 2,992.6 41.4 — 3,034.0
Selling, general and administrative
expenses 33.7 1,904.0 58.3 (2.2) 1,993.8

Operating (loss) income (33.7) 1,088.6 (16.9) 2.2 1,040.2
Interest expense (income), net 35.7 44.5 (0.1) — 80.1
Other (income) expense, net (2.1) 5.5 0.4 2.1 5.9

Income (loss) before income taxes (67.3) 1,038.6 (17.2) 0.1 954.2
Provision for income taxes (27.4) 387.2 (4.8) — 355.0
Equity in earnings of subsidiaries (639.1) — — 639.1 —
Net income (loss) 599.2 651.4 (12.4) (639.0) 599.2
Other comprehensive loss — — (17.2) — (17.2)
Comprehensive income $ 599.2 $ 651.4 $ (29.6) $ (639.0) $ 582.0

Condensed Consolidating Balance Sheets

January 28, 2017
Guarantor Non-Guarantor Consolidating Consolidated

(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
ASSETS
Current assets:

Cash and cash equivalents $ 562.4 $ 139.2 $ 164.8 $ — $ 866.4
Short-term investments — — 4.0 — 4.0
Merchandise inventories, net — 2,826.3 41.2 (1.7) 2,865.8
Current deferred tax assets, net — (9.3) 9.3 — —
Due from intercompany, net 58.7 1,041.5 42.8 (1,143.0) —
Other current assets 0.5 198.7 2.3 0.3 201.8

Total current assets 621.6 4,196.4 264.4 (1,144.4) 3,938.0
Property, plant and equipment, net — 3,085.3 30.5 — 3,115.8
Assets available for sale — 9.0 — — 9.0
Goodwill — 4,993.1 30.4 — 5,023.5
Favorable lease rights, net — 468.6 — — 468.6
Tradename intangible asset — 3,100.0 — — 3,100.0
Other intangible assets, net — 5.1 — — 5.1
Investment in subsidiaries 8,640.1 106.6 — (8,746.7) —
Intercompany note receivable 1,926.4 — 188.8 (2,115.2) —
Due from intercompany, net 1,243.8 — — (1,243.8) —
Other assets — 41.3 3.3 (3.0) 41.6

Total assets $ 12,431.9 $ 16,005.4 $ 517.4 $ (13,253.1) $ 15,701.6
LIABILITIES AND EQUITY
Current liabilities:

Current portion of long-term debt $ 152.1 $ — $ — $ — $ 152.1
Accounts payable — 1,105.9 14.7 (1.0) 1,119.6
Due to intercompany, net 969.6 121.5 51.9 (1,143.0) —
Other current liabilities 66.4 470.5 207.3 — 744.2
Income taxes payable (1.9) 91.0 0.9 — 90.0

Total current liabilities 1,186.2 1,788.9 274.8 (1,144.0) 2,105.9
Long-term debt, net, excluding
current portion 5,853.9 315.8 — — 6,169.7
Unfavorable lease rights, net — 124.0 — — 124.0
Deferred tax liabilities, net 2.0 1,456.9 — — 1,458.9
Income taxes payable, long-term — 71.2 — — 71.2
Due to intercompany, net — 1,243.8 — (1,243.8) —
Intercompany note payable — 2,115.2 — (2,115.2) —
Other liabilities — 377.5 8.1 (3.2) 382.4

Total liabilities 7,042.1 7,493.3 282.9 (4,506.2) 10,312.1
Shareholders’ equity 5,389.8 8,512.1 234.5 (8,746.9) 5,389.5

Total liabilities and equity $ 12,431.9 $ 16,005.4 $ 517.4 $ (13,253.1) $ 15,701.6

Condensed Consolidating Balance Sheets (Continued)

January 30, 2016
Guarantor Non-Guarantor Consolidating Consolidated

(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
ASSETS
Current assets:

Cash and cash equivalents $ — $ 636.9 $ 116.5 $ (17.3) $ 736.1
Short-term investments — — 4.0 — 4.0
Merchandise inventories, net — 2,850.0 51.4 (15.9) 2,885.5
Due from intercompany, net 262.2 548.3 186.4 (996.9) —
Other current assets 1.0 308.7 0.6 — 310.3

Total current assets 263.2 4,343.9 358.9 (1,030.1) 3,935.9
Property, plant and equipment, net — 3,089.5 36.0 — 3,125.5
Assets available for sale — 12.1 — — 12.1
Goodwill — 4,993.2 28.5 — 5,021.7
Deferred tax assets, net 0.5 — 9.6 (10.1) —
Favorable lease rights, net — 569.4 — — 569.4
Tradename intangible asset — 3,100.0 — — 3,100.0
Other intangible assets, net — 5.5 0.3 — 5.8
Investment in subsidiaries 8,403.9 74.4 — (8,478.3) —
Intercompany note receivable 1,526.4 — 188.8 (1,715.2) —
Due from intercompany, net 1,930.3 — — (1,930.3) —
Other assets — 130.6 4.6 (4.4) 130.8

Total assets $ 12,124.3 $ 16,318.6 $ 626.7 $ (13,168.4) $ 15,901.2
LIABILITIES AND EQUITY
Current liabilities:

Current portion of long-term debt $ 108.0 $ — $ — $ — $ 108.0
Accounts payable 17.5 1,136.3 131.2 (33.1) 1,251.9
Due to intercompany, net 582.5 369.2 45.2 (996.9) —
Other current liabilities 84.9 433.5 204.2 — 722.6
Income taxes payable 3.8 1.9 7.2 — 12.9

Total current liabilities 796.7 1,940.9 387.8 (1,030.0) 2,095.4
Long-term debt, net, excluding
current portion 6,920.7 317.7 — — 7,238.4
Unfavorable lease rights, net — 149.3 — — 149.3
Deferred tax liabilities, net — 1,596.7 — (10.1) 1,586.6
Due to intercompany, net — 1,930.3 — (1,930.3) —
Intercompany note payable — 1,715.2 — (1,715.2) —
Other liabilities — 421.0 8.0 (4.4) 424.6

Total liabilities 7,717.4 8,071.1 395.8 (4,690.0) 11,494.3
Shareholders’ equity 4,406.9 8,247.5 230.9 (8,478.4) 4,406.9

Total liabilities and equity $ 12,124.3 $ 16,318.6 $ 626.7 $ (13,168.4) $ 15,901.2

Condensed Consolidating Statements of Cash Flows

Year Ended January 28, 2017
Guarantor Non-Guarantor Consolidating Consolidated

(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
Net cash provided by operating activities $ 2,022.9 $ 1,121.1 $ 71.5 $ (1,542.2) $ 1,673.3
Cash flows from investing activities:

Capital expenditures — (563.4) (1.3) — (564.7)
Purchase of restricted investments — (36.1) — — (36.1)
Proceeds from sale of restricted
investments — 118.1 — — 118.1
Other — (0.9) — — (0.9)

Net cash used in investing activities — (482.3) (1.3) — (483.6)
Cash flows from financing activities:

Principal payments for long-term debt (4,036.2) — — — (4,036.2)
Proceeds from long-term debt, net of
discount 2,962.5 — — — 2,962.5
Repayments of revolving credit facility (140.0) — — — (140.0)
Proceeds from revolving credit facility 140.0 — — — 140.0
Net intercompany note activity (400.0) 400.0 — — —
Dividends paid — (1,536.5) (23.0) 1,559.5 —
Proceeds from stock issued pursuant to
stock-based compensation plans 41.5 — — — 41.5
Cash paid for taxes on exercises/vesting of
stock-based compensation (22.2) — — — (22.2)
Other (6.1) — — — (6.1)

Net cash used in financing activities (1,460.5) (1,136.5) (23.0) 1,559.5 (1,060.5)
Effect of exchange rate changes on cash and
cash equivalents — — 1.1 — 1.1
Net (decrease) increase in cash and cash
equivalents 562.4 (497.7) 48.3 17.3 130.3
Cash and cash equivalents at beginning of
period — 636.9 116.5 (17.3) 736.1
Cash and cash equivalents at end of period $ 562.4 $ 139.2 $ 164.8 $ — $ 866.4

Condensed Consolidating Statements of Cash Flows (continued)

Year Ended January 30, 2016
Guarantor Non-Guarantor Consolidating Consolidated

(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
Net cash provided by (used in) operating
activities $ 765.1 $ 720.8 $ (19.4) $ (664.0) $ 802.5
Cash flows from investing activities:

Capital expenditures — (475.7) (4.8) — (480.5)
Acquisition of Family Dollar, net of
common stock issued, equity
compensation and cash acquired (6,833.0) 207.3 98.0 — (6,527.7)
Other — (7.5) 37.3 — 29.8

Net cash provided by (used in)
investing activities (6,833.0) (275.9) 130.5 — (6,978.4)

Cash flows from financing activities:
Principal payments for long-term debt (4,991.5) (935.2) — — (5,926.7)
Proceeds from long-term debt, net of
discount 12,130.2 — — — 12,130.2
Net intercompany note activity (1,109.6) 1,109.6 — — —
Dividends paid — (646.7) — 646.7 —
Debt-issuance costs (159.8) — — — (159.8)
Cash paid for taxes on exercises/vesting of
stock-based compensation (21.6) — — — (21.6)
Other 26.7 — — — 26.7

Net cash provided by (used in)
financing activities 5,874.4 (472.3) — 646.7 6,048.8

Effect of exchange rate changes on cash and
cash equivalents — — (0.9) — (0.9)
Net (decrease) increase in cash and cash
equivalents (193.5) (27.4) 110.2 (17.3) (128.0)
Cash and cash equivalents at beginning of
period 193.5 664.3 6.3 — 864.1
Cash and cash equivalents at end of period $ — $ 636.9 $ 116.5 $ (17.3) $ 736.1

87
Condensed Consolidating Statements of Cash Flows (continued)

Year Ended January 31, 2015
Guarantor Non-Guarantor Consolidating Consolidated

(in millions) Parent Subsidiaries Subsidiaries Adjustments Company
Net cash provided by (used in) operating
activities $ 39.9 $ 911.9 $ (11.5) $ 2.5 $ 942.8
Cash flows from investing activities:

Capital expenditures — (312.2) (13.4) — (325.6)
Other — 10.6 — — 10.6

Net cash used in investing activities — (301.6) (13.4) — (315.0)
Cash flows from financing activities:

Principal payments for long-term debt — (12.8) — — (12.8)
Net intercompany note activity 8.2 (8.2) — — —
Debt-issuance costs (11.8) — — — (11.8)
Cash paid for taxes on exercises/vesting of
stock-based compensation (16.0) — — — (16.0)
Other 10.0 2.5 — (2.5) 10.0

Net cash used in financing activities (9.6) (18.5) — (2.5) (30.6)
Effect of exchange rate changes on cash and
cash equivalents — — (0.8) — (0.8)
Net (decrease) increase in cash and cash
equivalents 30.3 591.8 (25.7) — 596.4
Cash and cash equivalents at beginning of
period 163.2 72.5 32.0 — 267.7
Cash and cash equivalents at end of period $ 193.5 $ 664.3 $ 6.3 $ — $ 864.1

NOTE 12 – QUARTERLY FINANCIAL INFORMATION (Unaudited)

The following table sets forth certain items from the Company’s unaudited consolidated income statements for each quarter
of fiscal year 2016 and 2015. The unaudited information has been prepared on the same basis as the audited consolidated financial
statements appearing elsewhere in this report and includes all adjustments, consisting only of normal recurring adjustments, which
management considers necessary for a fair presentation of the financial data shown. On July 6, 2015, the Company acquired Family
Dollar and the results of operations of Family Dollar are included beginning on that date. The operating results for any quarter
are not necessarily indicative of results for a full year or for any future period.

(dollars in millions, except diluted net income per share
data)

First
Quarter (1)

Second
Quarter (4)

Third
Quarter

Fourth
Quarter

Fiscal 2016:
Net sales $ 5,085.8 $ 4,996.3 $ 5,001.6 $ 5,635.3
Gross profit $ 1,554.6 $ 1,512.4 $ 1,520.5 $ 1,807.0
Operating income $ 418.7 $ 357.2 $ 342.4 $ 586.5
Net income $ 232.7 $ 170.2 $ 171.6 $ 321.8
Diluted net income per share $ 0.98 $ 0.72 $ 0.72 $ 1.36
Stores open at end of quarter 13,997 14,129 14,284 14,334
Comparable store net sales change 2.2% 1.1% 1.8% 1.3%

Fiscal 2015:
Net sales $ 2,176.7 $ 3,011.2 $ 4,945.2 $ 5,365.3
Gross profit $ 748.9 $ 855.2 $ 1,400.0 $ 1,652.6
Operating income (2) $ 232.8 $ 123.4 $ 223.7 $ 469.7
Net income (loss) (3) $ 69.5 $ (98.0) $ 81.9 $ 229.0
Diluted net income (loss) per share (3) $ 0.34 $ (0.46) $ 0.35 $ 0.97
Stores open at end of quarter 5,454 13,864 14,038 13,851
Comparable store net sales change 3.1% 2.4% 1.7% 1.3%

(1) Easter was observed on March 27, 2016 and April 5, 2015.

(2) In the first, second and third quarters of 2015, the Company incurred $10.4 million, $17.7 million and $11.8 million, respectively, in selling,
general and administrative expenses related to the Acquisition.

(3) In the first, second and third quarters of 2015, net income (loss) and diluted net income (loss) per share were reduced by the costs related to
the Acquisition noted in (2) above and interest expense related to the debt issued and retired in connection with the Acquisition, each of which
was tax-effected, in the amounts of $76.8 million and $0.37 per share; $151.5 million and $0.70 per share; and $7.3 million and $0.03 per share,
respectively.

(4) In addition to the costs noted in (2) and (3) above, gross profit in the second quarter of 2015 was reduced by $60.0 million of markdown
expense related to sku rationalization and planned liquidations and $11.1 million related to the amortization of the stepped-up inventory sold in
the quarter.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our
reports under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives, and management necessarily is required to apply our judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Our management has carried out, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer,
an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the
Exchange Act as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and our
Chief Financial Officer concluded that, as of January 28, 2017, the Company’s disclosure controls and procedures were designed
and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Exchange Act Rule 13a-15(f). The Company’s management conducted an assessment of the Company’s internal
control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control – Integrated Framework (2013). Based on this assessment, the Company’s management has
concluded that, as of January 28, 2017, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm, KPMG LLP, has audited the Company’s consolidated financial
statements and has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
Their report appears below.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting that occurred during our most recently completed
fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

90
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Dollar Tree, Inc.:

We have audited Dollar Tree, Inc.’s (the Company) internal control over financial reporting as of January 28, 2017, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28,
2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of the Company as of January 28, 2017 and January 30, 2016, and the related consolidated income
statements, and statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the
period ended January 28, 2017, and our report dated March 28, 2017 expressed an unqualified opinion on those consolidated
financial statements.

/s/ KPMG LLP
Norfolk, Virginia
March 28, 2017

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning our Directors and Executive Officers required by this Item is incorporated by reference to Dollar
Tree, Inc.’s Proxy Statement relating to our Annual Meeting of Shareholders to be held on June 15, 2017 (Proxy Statement), under
the caption “Information Concerning Nominees, Directors and Executive Officers.”

Information set forth in the Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,”
with respect to director and executive officer compliance with Section 16(a), is incorporated herein by reference.

Information set forth in the Proxy Statement under the caption “Committees of the Board of Directors – Audit Committee”
with respect to our audit committee financial expert required by this Item is incorporated herein by reference.

The information concerning our code of ethics required by this Item is incorporated by reference to the Proxy Statement,
under the caption “Code of Ethics.”

Item 11. EXECUTIVE COMPENSATION

Information set forth in the Proxy Statement under the caption “Compensation of Executive Officers,” with respect to executive
compensation, is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

The information concerning our securities authorized for issuance under equity compensation plans required by this Item is
incorporated by reference to the Proxy Statement under the caption “Equity Compensation Plan Information.”

Information set forth in the Proxy Statement under the caption “Ownership of Common Stock,” with respect to security
ownership of certain beneficial owners and management, is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information set forth in the Proxy Statement under the caption “Certain Relationships and Related Transactions,” is incorporated
herein by reference.

The information concerning the independence of our directors required by this Item is incorporated by reference to the Proxy
Statement under the caption “Corporate Governance and Director Independence – Independence.”

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information set forth in the Proxy Statement under the caption “Ratification of Appointment of KPMG LLP as Independent
Registered Accounting Firm,” is incorporated herein by reference.

[This page left blank intentionally]

DT_2016 AR-10k Covers Final.indd 2 4/17/17 3:32 PM

Board of Directors
Arnold S. Barron
Gregory M. Bridgeford
Macon F. Brock, Jr., Chairman
Mary Anne Citrino
H. Ray Compton
Conrad M. Hall
Lemuel E. Lewis
Bob Sasser
Thomas A. Saunders III, Lead Independent Director
Thomas E. Whiddon
Carl P. Zeithaml

Officers
Bob Sasser,
Chief Executive Officer
Gary M. Philbin,
Enterprise President
Kevin S. Wampler,
Chief Financial Officer
Duncan Mac Naughton,
President and Chief Operating Officer, Family Dollar
Joseph Calvano,
President, Dollar Tree Stores Canada, Inc.
David A. Jacobs,
Chief Strategy Officer
Joshua R. Jewett,
Chief Information Officer
Mike Matacunas,
Chief Administrative Officer
Gary Maxwell,
Chief Supply Chain Officer
William A. Old, Jr.,
Chief Legal Officer
Robert H. Rudman,
Chief Merchandising Officer
Bruce A. Walters,
Chief Development Officer
Michael Witynski,
Chief Operating Officer

Transfer Agent
Computershare
PO Box 30170
College Station, TX 77842-3170
(800) 622-6757 (US, Canada, Puerto Rico)
(781) 575-4735 (Outside the US, Canada or Puerto Rico)
www.computershare.com/investor

Legal Counsel
Williams Mullen
1666 K Street, N.W. Suite 1200
Washington, DC 20006

Corporate Information
Independent Auditors
KPMG LLP
440 Monticello Avenue
Suite 1900
Norfolk, VA 23510

Stock Listing
Dollar Tree’s common stock is traded on the NASDAQ
Global Select Market. The Company’s common stock has
been traded on NASDAQ under the symbol “DLTR” since
our initial public offering on March 6, 1995.

The following table gives the high and low sales prices of
our common stock for the fiscal years 2016 and 2015.

Stock Price
HIGH LOW
2016
First Quarter $83.72 $72.52
Second Quarter 97.45 73.02
Third Quarter 99.93 74.36
Fourth Quarter 91.41 72.55

2015
First Quarter $84.22 $70.28
Second Quarter 82.68 74.51
Third Quarter 81.17 60.31
Fourth Quarter 81.97 61.33

Annual Meeting
Shareholders are cordially invited to attend our Annual
Meeting of Shareholders, which will be held at 8:00 a.m.
on Thursday, June 15, 2017, at The Founders Inn,
564 Indian River Road, Virginia Beach, VA 23464

Fiscal 2017 Earnings Release Calendar*
First quarter, May 25
Second quarter, August 24
Third quarter, November 21
Fourth quarter, March 7, 2018
*Dates are subject to change.

Investors’ Inquiries
Requests for interim and annual reports, Forms 10-K,
or more information should be directed to:

Randy Guiler
VP, Investor Relations
Dollar Tree, Inc.
500 Volvo Parkway
Chesapeake, VA 23320
(757) 321-5284

Or from the Investor Relations section of our Company web site:
www.DollarTreeinfo.com.

500 Volvo Parkway
Chesapeake, Virginia 23320

Phone (757) 321-5000
www.DollarTree.com

58810 Dollar Tree 10K-8.25 x 10.75-grayscale

Cover
Table of Contents
A Warning About Forward-Looking Statements
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies
Note 2 – Acquisition
Note 3 – Balance Sheet Components
Note 4 – Income Taxes
Note 5 – Commitments and Contingencies
Note 6 – Long-Term Debt
Note 7 – Shareholders’ Equity
Note 8 – Employee Benefit Plans
Note 9 – Stock-Based Compensation Plans
Note 10 – Segment Reporting
Note 11 – Condensed Consolidating Financial Information
Note 12 – Quarterly Financial Information (Unaudited)
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Part IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Ex 10.54 Form of Executive Officer Nonstatutory Stock Option Agreement
Ex 10.55 Executive Agreement
Ex 21.1 Subsidiaries of the Registrant
Ex 23.1 Consent of Independent Registered Public Accounting Firm
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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