UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended NovemberMay 2, 20192020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-25464
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DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)

Virginia 26-2018846
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
500 Volvo Parkway  
Chesapeake,Virginia 23320
(Address of principal executive offices) (Zip Code)

(757) 321-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareDLTRNASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.        
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  
No
As of November 22, 2019,May 26, 2020, there were 236,662,306237,232,394 shares of the registrant’s common stock outstanding.



DOLLAR TREE, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBERMAY 2, 20192020
TABLE OF CONTENTS
  Page
 PART I - FINANCIAL INFORMATION 
   
Item 1. 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
   
 PART II - OTHER INFORMATION 
   
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

DOLLAR TREE, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited)
 13 Weeks Ended 39 Weeks Ended 13 Weeks Ended
 November 2, November 3, November 2, November 3, May 2, May 4,
(in millions, except per share data) 2019 2018 2019 2018 2020 2019
Net sales $5,746.2
 $5,538.8
 $17,295.5
 $16,618.1
 $6,286.8
 $5,808.7
Cost of sales 4,041.7
 3,866.9
 12,215.3
 11,582.7
 4,491.9
 4,081.5
Gross profit 1,704.5
 1,671.9
 5,080.2
 5,035.4
 1,794.9
 1,727.2
Selling, general and administrative expenses 1,346.1
 1,284.1
 4,067.4
 3,827.5
 1,429.0
 1,341.7
Operating income 358.4
 387.8
 1,012.8
 1,207.9
 365.9
 385.5
Interest expense, net 41.4
 47.6
 122.9
 323.7
 40.2
 41.4
Other expense (income), net 0.1
 0.2
 0.7
 (0.9)
Other expense, net 0.5
 0.2
Income before income taxes 316.9
 340.0
 889.2
 885.1
 325.2
 343.9
Provision for income taxes 61.1
 58.2
 185.2
 168.9
 77.6
 76.0
Net income $255.8
 $281.8
 $704.0
 $716.2
 $247.6
 $267.9
Basic net income per share $1.08
 $1.18
 $2.97
 $3.01
 $1.05
 $1.13
Diluted net income per share $1.08
 $1.18
 $2.95
 $3.00
 $1.04
 $1.12
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 13 Weeks Ended 39 Weeks Ended 13 Weeks Ended
 November 2, November 3, November 2, November 3, May 2, May 4,
(in millions) 2019 2018 2019 2018 2020 2019
Net income $255.8
 $281.8
 $704.0
 $716.2
 $247.6
 $267.9
            
Foreign currency translation adjustments 0.4
 (0.7) (0.9) (5.9) (8.0) (2.8)
            
Total comprehensive income $256.2
 $281.1
 $703.1
 $710.3
 $239.6
 $265.1
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.



DOLLAR TREE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions) November 2, 2019 February 2, 2019 November 3, 2018 May 2, 2020 February 1, 2020 May 4, 2019
ASSETS            
Current assets:            
Cash and cash equivalents $433.7
 $422.1
 $708.3
 $1,755.1
 $539.2
 $725.8
Merchandise inventories 3,882.9
 3,536.0
 3,715.6
 3,198.5
 3,522.0
 3,325.5
Other current assets 255.7
 335.2
 325.6
 211.8
 208.2
 194.8
Total current assets 4,572.3
 4,293.3
 4,749.5
 5,165.4
 4,269.4
 4,246.1
Property, plant and equipment, net of accumulated depreciation
of $4,056.6, $3,690.6 and $3,571.8, respectively
 3,810.7
 3,445.3
 3,406.2
Property, plant and equipment, net of accumulated depreciation
of $4,333.0, $4,194.1 and $3,822.7, respectively
 3,964.8
 3,881.8
 3,525.0
Restricted cash 46.6
 24.6
 
 46.9
 46.8
 24.7
Operating lease right-of-use assets 5,864.6
 
 
 6,147.0
 6,225.0
 6,111.0
Goodwill 2,296.5
 2,296.6
 5,023.6
 1,981.4
 1,983.3
 2,295.9
Favorable lease rights, net of accumulated amortization of $287.8
and $290.6 at February 2, 2019 and November 3, 2018,
respectively
 
 288.7
 314.6
Trade name intangible asset 3,100.0
 3,100.0
 3,100.0
 3,100.0
 3,100.0
 3,100.0
Deferred tax asset 23.3
 24.4
 
Other assets 51.4
 52.7
 55.4
 43.0
 43.9
 51.6
Total assets $19,742.1
 $13,501.2
 $16,649.3
 $20,471.8
 $19,574.6
 $19,354.3
LIABILITIES AND SHAREHOLDERS’ EQUITY  
  
  
  
  
  
Current liabilities:  
  
  
  
  
  
Current portion of long-term debt $750.0
 $
 $
 $1,050.0
 $250.0
 $750.0
Current portion of operating lease liabilities 1,202.6
 
 
 1,265.0
 1,279.3
 1,215.9
Accounts payable 1,473.1
 1,416.4
 1,365.1
 1,336.9
 1,336.5
 1,186.5
Income taxes payable 
 60.0
 0.7
 84.2
 62.7
 125.2
Other current liabilities 754.0
 619.3
 769.9
 768.1
 618.0
 701.7
Total current liabilities 4,179.7
 2,095.7
 2,135.7
 4,504.2
 3,546.5
 3,979.3
Long-term debt, net, excluding current portion 3,520.2
 4,265.3
 5,043.8
 3,223.3
 3,522.2
 3,516.9
Operating lease liabilities, long-term 4,636.0
 
 
 4,885.2
 4,979.5
 4,849.5
Unfavorable lease rights, net of accumulated amortization of
$76.9 and $77.0 at February 2, 2019 and November 3, 2018,
respectively
 
 78.8
 84.0
Deferred income taxes, net 1,001.5
 973.2
 999.2
 1,037.7
 984.7
 954.2
Income taxes payable, long-term 29.7
 35.4
 33.0
 30.2
 28.9
 35.8
Other liabilities 253.7
 409.9
 410.5
 270.6
 258.0
 262.7
Total liabilities 13,620.8
 7,858.3
 8,706.2
 13,951.2
 13,319.8
 13,598.4
Commitments and contingencies 


 


 


 


 


 


Shareholders’ equity 6,121.3
 5,642.9
 7,943.1
 6,520.6
 6,254.8
 5,755.9
Total liabilities and shareholders’ equity $19,742.1
 $13,501.2
 $16,649.3
 $20,471.8
 $19,574.6
 $19,354.3
            
Common shares outstanding 236.7
 238.1
 238.0
 237.2
 236.7
 237.6
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.



DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
  13 Weeks Ended May 2, 2020
(in millions) 
Common
Stock
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Share-
holders'
Equity
Balance at February 1, 2020 236.7
 $2.4
 $2,454.4
 $(39.8) $3,837.8
 $6,254.8
Net income 
 
 
 
 247.6
 247.6
Total other comprehensive income 
 
 
 (8.0) 
 (8.0)
Issuance of stock under Employee Stock
    Purchase Plan
 
 
 3.0
 
 
 3.0
Exercise of stock options 0.1
 
 6.7
 
 
 6.7
Stock-based compensation, net 0.4
 
 16.5
 
 
 16.5
Balance at May 2, 2020 237.2
 $2.4
 $2,480.6
 $(47.8) $4,085.4
 $6,520.6
  13 Weeks Ended November 2, 2019
(in millions) 
Common
Stock
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Share-
holders'
Equity
Balance at August 3, 2019 236.8
 $2.4
 $2,443.9
 $(39.6) $3,459.0
 $5,865.7
Net income 
 
 
 
 255.8
 255.8
Total other comprehensive income 
 
 
 0.4
 
 0.4
Issuance of stock under Employee Stock
    Purchase Plan
 
 
 2.3
 
 
 2.3
Exercise of stock options 
 
 0.8
 
 
 0.8
Stock-based compensation, net 
 
 7.9
 
 
 7.9
Repurchase of stock (0.1) 
 (11.6) 
 
 (11.6)
Balance at November 2, 2019 236.7
 $2.4
 $2,443.3
 $(39.2) $3,714.8
 $6,121.3
  13 Weeks Ended May 4, 2019
(in millions) 
Common
Stock
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Share-
holders'
Equity
Balance at February 2, 2019 238.1
 $2.4
 $2,602.7
 $(38.3) $3,076.1
 $5,642.9
Cumulative effect of adopted accounting
    standards, net
 
 
 
 
 (65.3) (65.3)
Net income 
 
 
 
 267.9
 267.9
Total other comprehensive loss 
 
 
 (2.8) 
 (2.8)
Issuance of stock under Employee Stock
    Purchase Plan
 0.1
 
 3.1
 
 
 3.1
Exercise of stock options 
 
 2.9
 
 
 2.9
Stock-based compensation, net 0.4
 
 7.2
 
 
 7.2
Repurchase of stock (1.0) 
 (100.0) 
 
 (100.0)
Balance at May 4, 2019 237.6
 $2.4
 $2,515.9
 $(41.1) $3,278.7
 $5,755.9
  39 Weeks Ended November 2, 2019
(in millions) 
Common
Stock
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Share-
holders'
Equity
Balance at February 2, 2019 238.1
 $2.4
 $2,602.7
 $(38.3) $3,076.1
 $5,642.9
Cumulative effect of adopted accounting
    standards, net
 
 
 
 
 (65.3) (65.3)
Net income 
 
 
 
 704.0
 704.0
Total other comprehensive loss 
 
 
 (0.9) 
 (0.9)
Issuance of stock under Employee Stock
    Purchase Plan
 0.1
 
 7.5
 
 
 7.5
Exercise of stock options 
 
 4.9
 
 
 4.9
Stock-based compensation, net 0.4
 
 28.2
 
 
 28.2
Repurchase of stock (1.9) 
 (200.0) 
 
 (200.0)
Balance at November 2, 2019 236.7
 $2.4
 $2,443.3
 $(39.2) $3,714.8
 $6,121.3
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)
(Unaudited)
  13 Weeks Ended November 3, 2018
(in millions) 
Common
Stock
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Share-
holders'
Equity
Balance at August 4, 2018 237.9
 $2.4
 $2,581.3
 $(37.5) $5,101.3
 $7,647.5
Net income 
 
 
 
 281.8
 281.8
Total other comprehensive loss 
 
 
 (0.7) 
 (0.7)
Issuance of stock under Employee Stock
    Purchase Plan
 0.1
 
 2.1
 
 
 2.1
Exercise of stock options 
 
 1.9
 
 
 1.9
Stock-based compensation, net 
 
 10.5
 
 
 10.5
Balance at November 3, 2018 238.0
 $2.4
 $2,595.8
 $(38.2) $5,383.1
 $7,943.1
  39 Weeks Ended November 3, 2018
(in millions) 
Common
Stock
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Share-
holders'
Equity
Balance at February 3, 2018 237.3
 $2.4
 $2,545.3
 $(32.3) $4,666.9
 $7,182.3
Net income 
 
 
 
 716.2
 716.2
Total other comprehensive loss 
 
 
 (5.9) 
 (5.9)
Issuance of stock under Employee Stock
    Purchase Plan
 0.2
 
 8.0
 
 
 8.0
Exercise of stock options 0.1
 
 6.2
 
 
 6.2
Stock-based compensation, net 0.4
 
 36.3
 
 
 36.3
Balance at November 3, 2018 238.0
 $2.4
 $2,595.8
 $(38.2) $5,383.1
 $7,943.1
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


DOLLAR TREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 39 Weeks Ended 13 Weeks Ended
 November 2, November 3, May 2, May 4,
(in millions) 2019 2018 2020 2019
Cash flows from operating activities:        
Net income $704.0
 $716.2
 $247.6
 $267.9
Adjustments to reconcile net income to net cash provided by operating activities:  
  
  
  
Depreciation and amortization 466.3
 454.4
 165.5
 151.2
Provision for deferred income taxes 50.3
 13.8
 52.7
 3.0
Stock-based compensation expense 32.6
 30.5
Amortization of debt discount and debt-issuance costs 4.9
 53.7
 1.1
 1.6
Other non-cash adjustments to net income 76.7
 63.3
 2.0
 2.9
Loss on debt extinguishment 
 114.7
Changes in operating assets and liabilities (287.7) (365.2) 457.5
 157.0
Net cash provided by operating activities 1,014.5
 1,050.9
 959.0
 614.1
Cash flows from investing activities:  
  
  
  
Capital expenditures (782.3) (622.7) (235.8) (209.2)
Proceeds from governmental grant 16.5
 
 
 16.5
Proceeds from (payments for) fixed asset disposition (2.9) 3.3
 (0.1) 0.3
Net cash used in investing activities (768.7) (619.4) (235.9) (192.4)
Cash flows from financing activities:  
  
  
  
Proceeds from long-term debt, net of discount 
 4,775.8
Principal payments for long-term debt 
 (5,432.7) (250.0) 
Debt-issuance and debt extinguishment costs 
 (155.3)
Proceeds from revolving credit facility 
 50.0
 750.0
 
Repayments of revolving credit facility 
 (50.0)
Proceeds from stock issued pursuant to stock-based compensation plans 12.3
 14.2
 9.7
 5.8
Cash paid for taxes on exercises/vesting of stock-based compensation (24.3) (22.6) (16.1) (23.3)
Payments for repurchase of stock (200.0) 
 
 (100.0)
Net cash used in financing activities (212.0) (820.6)
Net cash provided by (used in) financing activities 493.6
 (117.5)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (0.2) (0.4) (0.7) (0.4)
Net increase (decrease) in cash, cash equivalents and restricted cash 33.6
 (389.5)
Net increase in cash, cash equivalents and restricted cash 1,216.0
 303.8
Cash, cash equivalents and restricted cash at beginning of period 446.7
 1,097.8
 586.0
 446.7
Cash, cash equivalents and restricted cash at end of period $480.3
 $708.3
 $1,802.0
 $750.5
Supplemental disclosure of cash flow information:  
  
  
  
Cash paid for:  
  
  
  
Interest, net of amounts capitalized $89.7
 $289.3
 $3.2
 $6.3
Income taxes $248.9
 $197.9
 $2.9
 $6.4
Non-cash transactions:        
Accrued capital expenditures $73.8
 $51.2
 $54.2
 $55.1
 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


DOLLAR TREE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
TheUnless otherwise stated, references to “we,” “us,” and “our” in this quarterly report on Form 10-Q refer to Dollar Tree, Inc. and its direct and indirect subsidiaries on a consolidated basis. We have prepared the accompanying unaudited condensed consolidated financial statements of Dollar Tree, Inc. and its wholly-owned subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and are presented in accordance withpursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’sour Annual Report on Form 10-K for the year ended February 2, 2019.1, 2020. The results of operations for the 13 and 39 weeks ended NovemberMay 2, 20192020 are not necessarily indicative of the results to be expected for the entire fiscal year ending February 1, 2020.January 30, 2021.
In the Company’sour opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of itsour financial position as of NovemberMay 2, 20192020 and November 3, 2018May 4, 2019 and the results of itsour operations and cash flows for the periods presented. The February 2, 20191, 2020 balance sheet information was derived from the audited consolidated financial statements as of that date.
Recent Accounting Pronouncements
In February 2016,Certain prior year amounts have been reclassified for consistency with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” and subsequent amendments, which replaced existing lease accounting guidance in GAAP and requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet for all in-scope leases with a term of greater than 12 months and requires disclosure of certain quantitative and qualitative information pertaining to an entity’s leasing arrangements. The Company adopted the standard as of February 3, 2019, using the optional effective date transition method provided by accounting pronouncement, ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” and recorded a cumulative effect adjustment to beginning retained earnings. The Company’s reporting for the comparative prior periods presented in the condensed consolidated financial statements continues to be in accordance with Accounting Standards Codification (“ASC”) 840, “Leases (Topic 840).” The Company elected the package of practical expedients permitted under the transition guidance within the new standard which, among other things, permitted the Company to carry forward the historical lease classification for leases that commenced before the effective date of the new standard. The Company did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use assets. Adoption of the standard resulted in the recognition of Operating lease right-of-use assets and Operating lease liabilities of $6.2 billion and $6.1 billion, respectively, and a reduction to Retained earnings of $65.3 million, net of tax, as of February 3, 2019. The Operating lease right-of-use assets recorded at transition include the impact of net favorable lease rights of approximately $210.0 million, accrued rent, net of prepaid rent of approximately $108.0 million, lease incentives of approximately $67.0 million and the impairment of right-of-use assets recognized in retained earnings as of February 3, 2019 of approximately $96.0 million. The adoption of the standard did not have a material impact on the Company’s condensed consolidated income statements or condensed consolidated statements of cash flows. Refer to Note 7 for additional information related to the Company’s accounting for leases.current year presentation.
Note 2 - Legal Proceedings
The Company is a defendantWe are defendants in legal proceedings including a Food and Drug Administration (“FDA”) proceeding and the class, collective, representative and large cases described below as well as several thousand allegedly individual claims in arbitration. The arbitrations include more than 2,100 wage and hour claims recently filed by 1 law firm. The law firm also alleges they have more than 4,200 additional claims to be filed in the future. The CompanyWe will vigorously defend itselfourselves in all matters referred to in this Note 2. The Company doesWe do not believe that any of these matters will, individually or in the aggregate, have a material effect on itsour business or financial condition. The CompanyWe cannot give assurance, however, that one or more of these matters will not have a material effect on itsour results of operations for the quarter or year in which they are resolved.
The Company assesses itsWe assess our legal proceedings monthly and reserves are established if a loss is probable and the amount of such loss can be reasonably estimated. For matters that have settled, we reserve the estimated settlement amount even if the settlement has not been approved by the court. Many, if not substantially all, of the contingencies described belowour legal proceedings are subject to significant uncertainties and, therefore, determining the likelihood of a loss and the measurement of any loss can be complex and subject to judgment. With respect to legal proceedings where the Company haswe have determined that a loss is reasonably possible but not probable, the Company iswe are unable to estimate the amount or range of the reasonably possible loss due to the inherent difficulty of predicting the outcome of and uncertainties regarding legal proceedings. The Company’sOur 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 Companyus 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
The FDA has recently alleged that the Companywe improperly sold certain topically applied, over the counter (“OTC”) products manufactured by certain Chinese factories that were on an import “alert” restriction issued by the FDA. The Company is in the process of respondingWe responded to the FDA andby proposing enhanced procedures and processes for any OTC products it importswe import from China.
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 certified the case as a state-wide class action as to those employees who began working for the Company prior to October 6, 2014.
In August 2018, a former employee brought suit in California state court as a class action and as a Private Attorney General Act (“PAGA”) representative suit alleging the Companywe failed to provide all non-exempt California store employees with compliant rest and meal breaks, accrued vacation, accurate wage statements and final pay upon termination of employment. We have reached an agreement in principle to settle the matter which will be submitted to the court for approval.
In December 2018, 2 former employees brought a PAGA suit in California state court alleging that Dollar Tree Stores, Inc. and Dollar Tree Distribution, Inc. failed to provide non-exempt California store and distribution center employees with rest and meal breaks, suitable seating, overtime pay, minimum wage for all time worked, reporting time pay, accurate wage statements, timely payment of wages during and upon termination of employment, failed to reimburse business expenses, and made unlawful deductions from wage payments.
In January 2020, a consumer class action was filed against us in New York alleging Almond Milk sold by us with “Vanilla” featured prominently on its packaging is mislabeled because it does not contain the expected amount, type, and proportion of vanilla relative to

non-vanilla flavor components. The legal claims include New York consumer protection laws, negligent misrepresentations, breach of warranties, fraud and unjust enrichment.
Several lawsuits have been filed against Dollar Tree, Family Dollar and theirour vendors alleging that personal talc powder products caused cancer. The Company doesWe do not believe the products itwe sold caused the illnesses. The Company believesWe believe these lawsuits are insured and iswe are being indemnified by itsour third party vendors.
Dollar Tree Resolved Matters
In April 2015, a former store managerdistribution center employee filed a class action in California federalstate court alleging, among other things, that the Company failed to makewith allegations concerning wages, meal and rest breaks, recovery periods, wage statements readily available to employees who did not receive paper checks. In 2017, a jury found in favor of the Company. In 2019, the 9th Circuit Court of Appeals affirmed the jury verdict. In July 2019, the plaintiff filed a petition with the Supreme Court of the United States seeking a review of the decision. The Supreme Court denied the petition.and timely termination pay. We have reached an agreement and are awaiting court approval.
Family Dollar Active Matters
Beginning in 2019, a law firm has filed lawsuits around the country, including purported nationwide and state class actions, alleging we violated the public accommodation requirements of the Americans with Disabilities Act or its state law equivalent, by systemically blocking the aisles with merchandise.
In October 2019, a state and federal class action was filed in New York alleging that we sold Zantac containing N-Nitrosodimethylamine (hereafter “NDMA”), which is classified by the FDA as a probable carcinogen. The suit alleges breach of warranty, fraud, unjust enrichment, and violation of New York’s General Business Law. We believe we are fully indemnified by our supplier.
Family Dollar Resolved Matters
In January 2017, a customer filed a class action in federal court in Illinois alleging the Companywe violated various state consumer fraud laws as well as express and implied warranties by selling a product that purported to contain aloe when it did not. The requested class is limited to the state of Illinois. The Company believes that it is fully indemnified bycourt has dismissed the entities that supplied it with the product.
In July 2019, a customer filed a nationwide class action in federal court in Pennsylvania on behalf of all customers with mobility disabilities alleging the Company violated the public accommodation requirements of the Americans with Disabilities Act by systemically blocking the aisles with merchandise. The customer seeks a permanent injunction requiring the Company to remove all access barriers and giving the customer authority to monitor the Company’s compliance.
Family Dollar Resolved Matters
In January 2018, a former store manager and a former assistant store manager filed suit in California state court asserting class claims on behalf of themselves and their respective classes seeking to recover for working off the clock, noncompliant rest and meal periods and related claims. The plaintiffs have since amended their complaint, abandoned their class and PAGA claims and are instead proceeding with their individual claims only.
In June 2018, a former store manager filed suit in California state court asserting class and PAGA claims on behalf of himself and a class of current and former employees for alleged off the clock work, alleged failure to receive compliant rest and meal breaks and related claims. In May 2019, the case was resolved.
In December 2018, a former assistant store manager filed a PAGA suit in California state court alleging the Company failed to provide rest and meal breaks, failed to pay minimum, regular and overtime wages, failed to maintain accurate records and

provide accurate wage statements, failed to timely pay wages due upon termination of employment and failed to reimburse employees for business expenses. In April 2019, the case was dismissed without prejudice.lawsuit.
Note 3 - Long-Term Debt
In the first quarter of fiscal 2020, we paid the remaining $250.0 million outstanding under our Senior Floating Rate Notes due 2020.
Additionally, in the first quarter of fiscal 2020, we preemptively drew on our Revolving Credit Facility to reduce our exposure to potential short-term liquidity risk in the banking system as a result of the COVID-19 pandemic. At May 2, 2020, we had $750.0 million outstanding and $363.4 million available for borrowing under our Revolving Credit Facility.
As of May 2, 2020, we were in compliance with our debt covenants.
Note 34 - Fair Value Measurements
As required, financial assets and liabilities are classified in the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’sOur assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table sets forth the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:
(in millions) November 2,
2019
 February 2,
2019
 November 3,
2018
Level 1      
Deferred compensation plan assets $21.8
 $21.8
 $21.8

Deferred compensation plan assets are held pursuant to deferred compensation plans for certain officers and executives. The deferred compensation plan assets are recorded in "Other assets" within the accompanying unaudited condensed consolidated balance sheets and a corresponding liability is recorded in "Other liabilities" within the accompanying unaudited condensed consolidated balance sheets.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). The CompanyWe did not record any significant impairment charges during the 13 or 39 weeks ended NovemberMay 2, 20192020 and November 3, 2018.May 4, 2019.
Fair Value of Financial Instruments
The carrying amounts of Cash and cash equivalents, Restricted cash and Accounts payable as reported in the accompanying unaudited condensed consolidated balance sheets approximate fair value due to their short-term maturities.

The aggregate fair values and carrying values of the Company’sour long-term borrowings were as follows:
 November 2, 2019 February 2, 2019 November 3, 2018 May 2, 2020 February 1, 2020 May 4, 2019
(in millions) Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value
Level 1                        
Senior Notes $4,530.3
 $4,278.6
 $4,198.6
 $4,275.5
 $4,158.7
 $4,274.4
 $3,764.9
 $3,530.5
 $4,064.5
 $3,779.9
 $4,348.9
 $4,276.5
Level 2            
Term Loan Facility 
 
 
 
 774.2
 780.2

The fair values of the Company’sour Senior Notes were determined using Level 1 inputs as quoted prices in active markets for identical assets or liabilities are available. The fair value of the Company’s Term Loan Facility, which the Company prepaid in full during the fourth quarter of fiscal 2018, was determined using Level 2 inputs as quoted prices are readily available from pricing services, but the prices are not published. The carrying value of the Company’stable above excludes amounts related to our Revolving Credit Facility, approximated itsas the carrying value approximates fair value because the interest rates vary with market interest rates.

Note 45 - Net Income Per Share
The following table sets forth the calculations of basic and diluted net income per share:
 13 Weeks Ended 39 Weeks Ended 13 Weeks Ended
 November 2, November 3, November 2, November 3, May 2, May 4,
(in millions, except per share data) 2019 2018 2019 2018 2020 2019
Basic net income per share:            
Net income $255.8
 $281.8
 $704.0
 $716.2
 $247.6
 $267.9
Weighted average number of shares outstanding 236.7
 237.9
 237.4
 237.8
 236.9
 238.0
Basic net income per share $1.08
 $1.18
 $2.97
 $3.01
 $1.05
 $1.13
Diluted net income per share:            
Net income $255.8
 $281.8
 $704.0
 $716.2
 $247.6
 $267.9
Weighted average number of shares outstanding 236.7
 237.9
 237.4
 237.8
 236.9
 238.0
Dilutive effect of stock options and restricted stock (as
determined by applying the treasury stock method)
 0.8
 0.8
 0.9
 0.8
 0.5
 1.1
Weighted average number of shares and dilutive potential
shares outstanding
 237.5
 238.7
 238.3
 238.6
 237.4
 239.1
Diluted net income per share $1.08
 $1.18
 $2.95
 $3.00
 $1.04
 $1.12

For the 13 and 39 weeks ended NovemberMay 2, 20192020 and November 3, 2018,May 4, 2019, substantially all of the stock options outstanding were included in the calculation of the weighted average number of shares and dilutive potential shares outstanding.
Note 56 - Stock-Based Compensation
For a discussion of the Company’sour stock-based compensation plans, refer to “Note 1011 - Stock-Based Compensation Plans” of the Company’sour Annual Report on Form 10-K for the year ended February 2, 2019.1, 2020. Stock-based compensation expense was $52.5$32.6 million and $60.2$30.5 million during the 3913 weeks ended NovemberMay 2, 20192020 and November 3, 2018,May 4, 2019, respectively.
Restricted Stock
The Company issuesWe issue service-based RSUs to employees and officers and issues performance-based RSUsissue PSUs to certain officers of the Company. The Company recognizesofficers. We recognize expense based on the estimated fair value of the RSUs or PSUs granted over the requisite service period, which is generally three years, on a straight-line basis or a shorter period based on the retirement eligibility of the grantee. The fair value of RSUs and PSUs is determined using the Company’sour closing stock price on the date of grant.

Service-Based RSUs
The following table summarizes the status of service-based RSUs as of NovemberMay 2, 20192020 and changes during the 3913 weeks then ended:
 Number of Shares 
Weighted Average
Grant Date
Fair Value
 Number of Shares 
Weighted Average
Grant Date
Fair Value
Nonvested at February 2, 2019 1,446,100
 $86.96
Nonvested at February 1, 2020 1,049,081
 $95.17
Granted 768,014
 103.69
 840,388
 72.95
Vested (653,251) 84.79
 (501,523) 91.50
Forfeited (117,445) 94.77
 (19,556) 90.47
Nonvested at November 2, 2019 1,443,418
 $96.04
Nonvested at May 2, 2020 1,368,390
 $82.94

Note 6 - SegmentsPSUs
The Company operates a chainfollowing table summarizes the status of more than 15,200 retail discount stores in 48 statesPSUs as of May 2, 2020 and 5 Canadian provinces. The Company’s operations are conducted in 2 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 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, 13 distribution centers in the United States and 2 distribution centers in Canada.
The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of the Company’s operations under the “Family Dollar” brand and 11 distribution centers.
The Company measures the results of its segments using, among other measures, each segment’s net sales, gross profit and operating income. The CODM reviews these metrics for each of the Company’s reporting segments. The Company may revise the measurement of each segment’s operating income, as determined by the information regularly reviewed by the CODM. If the measurement of a segment changes prior period amounts and balances are reclassified to be comparable to the current period’s presentation. In the current year, the Company identified Corporate and support costs, mainly store support center costs that are considered shared services, and excluded these selling, general and administrative costs from its two reporting business segments. These costs include operating expenses for the Company’s store support centers in Chesapeake, Virginia and Matthews, North Carolina. During fiscal 2019 the Company consolidated its Matthews, North Carolina store support center with its store support center in Chesapeake, Virginia. The Company continues to own its facility in Matthews, North Carolina. Amounts forduring the 13 and 39 weeks ended November 3, 2018 have been reclassified to be comparable to the current year presentation.
Information for the Company’s segments, as well as for Corporate and support, including the reconciliation to Income before income taxes, is as follows:then ended:
  13 Weeks Ended 39 Weeks Ended
  November 2, November 3, November 2, November 3,
(in millions) 2019 2018 2019 2018
Condensed Consolidated Income Statement Data:        
Net sales:        
Dollar Tree $3,074.3
 $2,853.8
 $8,991.4
 $8,407.0
Family Dollar 2,671.9
 2,685.0
 8,304.1
 8,211.1
Consolidated Net sales $5,746.2
 $5,538.8
 $17,295.5
 $16,618.1
         
Gross profit:        
Dollar Tree $1,050.5
 $993.7
 $3,070.8
 $2,909.8
Family Dollar 654.0
 678.2
 2,009.4
 2,125.6
Consolidated Gross profit $1,704.5
 $1,671.9
 $5,080.2
 $5,035.4
         
Operating income (loss):        
Dollar Tree $371.7
 $366.4
 $1,096.7
 $1,069.9
Family Dollar 53.8
 83.7
 159.5
 341.2
Corporate and support (67.1) (62.3) (243.4) (203.2)
Consolidated Operating income 358.4
 387.8
 1,012.8
 1,207.9
Interest expense, net 41.4
 47.6
 122.9
 323.7
Other expense (income), net 0.1
 0.2
 0.7
 (0.9)
Income before income taxes $316.9
 $340.0
 $889.2
 $885.1

  As of
  November 2, February 2, November 3,
(in millions) 2019 2019 2018
Condensed Consolidated Balance Sheet Data:      
Goodwill:      
Dollar Tree $421.6
 $376.5
 $373.5
Family Dollar 1,874.9
 1,920.1
 4,650.1
Consolidated Goodwill $2,296.5
 $2,296.6
 $5,023.6
       
Total assets:      
Dollar Tree $7,531.0
 $3,992.6
 $4,320.9
Family Dollar 11,858.3
 9,144.7
 11,955.3
Corporate and support 352.8
 363.9
 373.1
Consolidated Total assets $19,742.1
 $13,501.2
 $16,649.3
       
  Number of Shares 
Weighted Average
Grant Date
Fair Value
Nonvested at February 1, 2020 320,500
 $99.29
Granted 398,262
 72.94
Vested (72,325) 97.69
Forfeited (68,826) 93.42
Nonvested at May 2, 2020 577,611
 $81.91

*Goodwill is reassigned between segments when stores are re-bannered between segments. In the 39 weeks ended November 2, 2019 and November 3, 2018, the Company reassigned $45.2 million and $28.0 million, respectively, of goodwill from Family Dollar to Dollar Tree as a result of re-bannering.
Note 7 - Leases
The Company’sOur lease portfolio primarily consists of leases for itsour retail store locations and itwe also leaseslease vehicles and trailers, as well as distribution center space and equipment. The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets; the Company recognizes expense for these leases on a straight-line basis over the lease term. For leases with an initial term in excess of 12 months, operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the committed lease term at the lease commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of future lease payments. Inputs to the calculation of the Company’s incremental borrowing rate include the valuations and yields of its outstanding senior notes and their credit spread over comparable U.S. Treasury rates, adjusted to a collateralized basis by estimating the credit spread improvement that would result from an upgrade of one ratings classification. Most leases include one or more options to renew and the exercise of renewal options is at the Company’s sole discretion. The Company does not include renewal options in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The operating lease right-of-use asset is reduced by lease incentives, which has the effect of lowering the operating lease expense. Operating lease right-of-use assets are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, “Property, Plant, and Equipment - Overall,” to determine whether a right-of-use asset is impaired, and if so, the amount of the impairment loss to recognize.
Certain of the Company’s lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. In addition, the Company’s real estate leases generally require payment of real estate taxes, common area maintenance and insurance, which are generally variable and based on actual costs incurred by the lessor. These variable payments are expensed as incurred as variable lease costs. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive financial covenants.
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as trailers, the Company accounts for the lease and non-lease components as a single lease component.

The lease cost for operating leases that was recognized in the accompanying unaudited condensed consolidated income statements for the 13 weeks ended May 2, 2020 and May 4, 2019 was as follows:
 13 Weeks Ended 39 Weeks Ended 13 Weeks Ended
(in millions) November 2, 2019 November 2, 2019 May 2, 2020 May 4, 2019
Operating lease cost $378.2
 $1,139.8
 $380.9
 $381.4
Variable lease cost 94.7
 272.2
 98.4
 85.4
Total lease cost* $472.9
 $1,412.0
 $479.3
 $466.8
        
*Excludes short-term lease cost and sublease income, which are immaterial


As of NovemberMay 2, 2019,2020, maturities of lease liabilities were as follows:
 (in millions) (in millions)
Remainder of 2019 $249.0
2020 1,376.2
Remainder of 2020 $1,000.2
2021 1,190.9
 1,364.0
2022 990.6
 1,166.5
2023 771.9
 949.5
2024 734.0
Thereafter 2,215.4
 1,866.2
Total undiscounted lease payments 6,794.0
 7,080.4
Less interest 955.4
 930.2
Present value of lease liabilities $5,838.6
 $6,150.2

The future minimum lease payments above exclude $260.9$264.5 million of legally binding minimum lease payments for leases signed but not yet commenced as of NovemberMay 2, 2019.2020.
Information regarding the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of NovemberMay 2, 2020 and May 4, 2019 is as follows:
Weighted-average remaining lease term (years)6.5
Weighted-average discount rate4.4%
  May 2, 2020 May 4, 2019
Weighted-average remaining lease term (years) 6.4
 6.7
Weighted-average discount rate 4.2% 4.3%

The following represents supplemental information pertaining to the Company’sour operating lease arrangements for the 13 and 39 weeks ended NovemberMay 2, 2020 and May 4, 2019:
 13 Weeks Ended 39 Weeks Ended 13 Weeks Ended
(in millions) November 2, 2019 November 2, 2019 May 2, 2020 May 4, 2019
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flows from operating leases $367.5
 $1,099.1
 $415.8
 $367.2
Right-of-use assets obtained in exchange for new operating lease liabilities 163.9
 593.2
 261.0
 215.4


As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended February 2, 2019 and in accordance with ASC 840, future minimum lease payments under non-cancellable operating leases were as follows as of February 2, 2019:
  (in millions)
2019 $1,435.9
2020 1,176.7
2021 1,100.0
2022 899.6
2023 729.1
Thereafter 1,966.3
Total minimum lease payments $7,307.6

The above future minimum lease payments include amounts for leases that were signed prior to February 2, 2019 for stores that were not open as of February 2, 2019 and exclude contingent rentals that may be paid under certain store leases based on a percentage of sales in excess of stipulated amounts. As of February 2, 2019, future minimum lease payments have not been reduced by expected future minimum sublease rentals of $1.2 million under operating leases.
Note 8 - Shareholders’ Equity
The CompanyWe did not repurchase any shares of common stock in the 13 weeks ended May 2, 2020. We repurchased 125,048 and 1,967,355960,683 shares of common stock on the open market for approximately $11.6 million and $200.0$100.0 million during the 13 and 39 weeks ended November 2, 2019, respectively.May 4, 2019. As of NovemberMay 2, 2019, the Company has2020, we have $800.0 million remaining under Board repurchase authorization.
Note 9 - Income Taxes
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act retroactively changed the recovery period for Qualified Improvement Property to 15 years for eligible property placed in service subsequent to December 31, 2017. In the first quarter of 2020, we reclassified an estimated $67.0 million to the Deferred income taxes, net liability from Income taxes payable to reflect the additional currently deductible depreciation associated with the change in recovery period for Qualified Improvement Property.
Note 10 - Segments
We operate a chain of more than 15,300 retail discount stores in 48 states and 5 Canadian provinces. Our operations are conducted in 2 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, 13 distribution centers in the United States and 2 distribution centers in Canada.

The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of our operations under the “Family Dollar” brand and 11 distribution centers.
We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income. The CODM reviews these metrics for each of our reporting segments. We may revise the measurement of each segment’s operating income, as determined by the information regularly reviewed by the CODM. If the measurement of a segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation. Corporate and support costs consist primarily of store support center costs that are considered shared services and therefore these selling, general and administrative costs are excluded from our two reporting business segments. These costs include operating expenses for our store support centers in Chesapeake, Virginia and Matthews, North Carolina. During fiscal 2019, we consolidated our Matthews, North Carolina store support center with our store support center in Chesapeake, Virginia. We continue to own our facility in Matthews, North Carolina.
Information for our segments, as well as for Corporate and support, including the reconciliation to Income before income taxes, is as follows:
  13 Weeks Ended
  May 2, May 4,
(in millions) 2020 2019
Condensed Consolidated Income Statement Data:    
Net sales:    
Dollar Tree $3,077.5
 $2,959.3
Family Dollar 3,209.3
 2,849.4
Consolidated Net sales $6,286.8
 $5,808.7
     
Gross profit:    
Dollar Tree $980.7
 $1,021.2
Family Dollar 814.2
 706.0
Consolidated Gross profit $1,794.9
 $1,727.2
     
Operating income (loss):    
Dollar Tree $282.0
 $394.2
Family Dollar 175.5
 91.9
Corporate and support (91.6) (100.6)
Consolidated Operating income 365.9
 385.5
Interest expense, net 40.2
 41.4
Other expense (income), net 0.5
 0.2
Income before income taxes $325.2
 $343.9

  As of
  May 2, February 1, May 4,
(in millions) 2020 2020 2019
Condensed Consolidated Balance Sheet Data:      
Goodwill:      
Dollar Tree $421.9
 $423.8
 $386.9
Family Dollar 1,559.5
 1,559.5
 1,909.0
Consolidated Goodwill $1,981.4
 $1,983.3
 $2,295.9
       
Total assets:      
Dollar Tree $8,504.7
 $7,694.0
 $6,996.0
Family Dollar 11,540.7
 11,484.9
 12,004.3
Corporate and support 426.4
 395.7
 354.0
Consolidated Total assets $20,471.8
 $19,574.6
 $19,354.3
       

*Goodwill is reassigned between segments when stores are re-bannered between segments. There were no stores re-bannered between segments in the 13 weeks ended May 2, 2020. In the 13 weeks ended May 4, 2019, we reassigned $11.1 million of goodwill from Family Dollar to Dollar Tree as a result of re-bannering.
Disaggregated Revenue
The following table summarizes net sales by merchandise category for our segments:
  13 Weeks Ended
  May 2, May 4,
(in millions) 2020 2019
Dollar Tree segment net sales by
    merchandise category:
        
Consumable $1,686.5
 54.8% $1,497.4
 50.6%
Variety 1,311.0
 42.6% 1,358.3
 45.9%
Seasonal 80.0
 2.6% 103.6
 3.5%
Total Dollar Tree segment net sales $3,077.5
 100.0% $2,959.3
 100.0%
         
Family Dollar segment net sales by
    merchandise category:
        
Consumable $2,532.1
 78.9% $2,202.6
 77.3%
Home products 272.8
 8.5% 242.2
 8.5%
Apparel and accessories 154.1
 4.8% 173.8
 6.1%
Seasonal and electronics 250.3
 7.8% 230.8
 8.1%
Total Family Dollar segment net sales $3,209.3
 100.0% $2,849.4
 100.0%


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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.
A Warning AboutCautionary Note Regarding 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 can be identified by the fact that they address future events, developments and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by or including words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “view,” “target” or “estimate,” “may,” “will,” “should,” “predict,” “possible,” “potential,” “continue,” “strategy,” and similar expressions. For example, our forward-looking statements include, without limitation, statements regarding:
theThe potential effect of general business or economic conditions, (including inflation) on our costs and profitability, including the potential effect of future changes in prevailing wage rates and overtime regulations and our plans to address these changes, shipping rates, freight and other distribution costs (including the effects of potential increases in import freight costs due to low sulphur fuel requirements for ships which become effective in January 2020), fuel costs and wage and benefit costs,inflation, consumer spending levels, andrates of population, employment and job growth and/or losses in our markets;markets, the cost of COVID-19 initiatives, changes in prevailing wage rates and our plans to address these changes, shipping and trucking rates, freight and other distribution costs, fuel costs and wage and benefit costs;
The uncertainty of the future impact of the COVID-19 pandemic and public health measures on our business and results of operations, including uncertainties surrounding the physical and financial health of our customers, the ability of government assistance programs to individuals, households and businesses to support consumer spending, levels of foot traffic in our stores, changes in customer demand for our consumable and essential products as well as our discretionary products, possible disruptions in our supply chain or sources of supply, and whether we will have the governmental approvals, personnel and sources of supply to be able to keep our stores open;
Our plans and expectations in response to the COVID-19 pandemic, including increased expenses for higher wages and bonuses paid to associates and the cost of personal protective equipment and additional cleaning supplies and protocols for the safety of our associates, and expected delays in new store openings; 
The impact of trade relations and the ongoing trade dispute between the United States and China, including the actual and potential effect of Section 301 tariffs on Chinese goods imposed by the United States Trade Representative;Representative, some of which were suspended or reduced in January and February 2020, and other potential impediments to imports;
ourOur growth plans, including our plans to add, renovate, re-banner, expand, remodel, relocate or close stores and any related costs or charges, our anticipated square footage increase, our leasing strategy for future expansion, and our ability to renew leases at existing store locations;
theThe ability to retain key personnel and attract new personnel at Family Dollar and Dollar Tree;Tree and the performance of those personnel;
ourOur anticipated sales, comparable store net sales, net sales growth, gross profit margin, costs of goods sold (including product mix), shrink rates, earnings and earnings growth, inventory levels, selling, general and administrative and other fixed costs, and our ability to leverage those costs;
theThe expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, (including the recent arbitrations involving thousands of claims filed by one law firm), other legal proceedings or governmental investigations, (includingincluding the recent allegationproceeding by the Food and Drug Administration);FDA;
theThe effect of changes in labor laws, and the effect of the Fair Labor Standards Act as it relates to the qualification of our managers for exempt status, minimum wage and health care law;
theThe average size and productivity of our stores, including those to be added in 20192020 and beyond;
theThe effect of our initiatives to renovate Family Dollar stores to the H2 store format and the performance of that format, the sales mix of lower margin consumable and higher margin discretionary merchandise initiatives,in Dollar Tree and Family Dollar stores, including thean increase in the number of our stores with freezers and coolers, the increase in the number of freezer and cooler doors in H2 stores and the roll-outsroll-out of adult beveragebeverages at Family Dollar and Snack Zone and Crafter’s Square at Dollar Tree, on our results of operations;
theThe net sales per square foot, net sales and operating income of our stores;
theThe benefits, results and effects of the Family Dollar acquisition and integration and the combined Company’scompany’s plans, objectives, strategies and expectations (financial or otherwise), including synergies, the cost to achieve synergies, and the effect on earnings per share;
the
The effect of changes in tax laws and rates and regulatory interpretations of such laws;
ourOur seasonal sales patterns and customer demand including those relating to the length of theimportant holiday selling seasons;seasons and party merchandise;
theThe capabilities of our inventory supply chain technology and other systems;
theThe reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China;China and domestic goods which are in higher demand as a result of the COVID-19 pandemic;
theThe capacity, performance and cost of our distribution centers and distribution network (including shipping and transportation), including future automation;automation, and our expectations regarding the construction of new distribution centers;

Our expectations regarding compliance with debt covenants, our dividend policy and our stock repurchase program;
ourOur cash needs, including our ability to fund our future capital expenditures, and working capital requirements and repurchases of common stock under our repurchase program, and our ability to service our debt obligations, including our expected annual interest expense;
ourOur expectations regarding competition, and growth in our retail sector;sector and our potential for long-term growth;
ourOur assessment of the materiality and impact on our business of recent accounting pronouncements adopted by the Financial Accounting Standards Board;
ourOur assessment of the impact on the Companyus of certain actions by activist shareholders and the Company’sour potential responses to these actions;
Management’s estimates and expectations as they relate to income tax liabilities, deferred income taxes and uncertain tax positions; and
management’sManagement’s estimates associated with our critical accounting policies, including inventory valuation, self-insurance liabilities and valuations for our goodwill and indefinite-lived intangible assets impairment analyses.
A forward-looking statement is neither a prediction nor a guarantee of future results, events or circumstances. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Our forward-looking statements are all based on currently available operating, financial and business information. The outcome of the events described in these forward-looking statements is subject to a variety of factors, including, but not limited to, the risks and uncertainties summarized below and the more detailed discussions in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in our Annual Report on Form 10-K for the fiscal year ended February 2, 20191, 2020 and in this Quarterly Report on Form 10-Q.
The COVID-19 pandemic is a serious threat to the health and economic wellbeing of our customers, our associates and our sources of supply, and the impact of the COVID-19 pandemic and the measures implemented to contain or mitigate the spread of the virus have had, and are expected to continue to have, a material adverse impact on our business and results of operations.
Our supply chain may be disrupted by changes in United States trade policy with China or as a result of the COVID-19 pandemic, and risks associated with our domestic and foreign suppliers, including tariffs or restrictions on trade or disruptions arising from the outbreak of the COVID-19 pandemic, could adversely affect our financial performance.
Our profitability is vulnerable to cost increases, including changes inincreased costs associated with responding to the sales mix of lower margin products. Our cost of goods sold has increased because of a variety of factors such as higher freight and distribution costs (including those due to inefficiencies or disruptions), higher sales mix of lower margin products and higher shrink. Higher costs (including those due to a change in sales mix) have adversely affected our profitability andCOVID-19 pandemic.
We could continue to do soencounter higher costs and disruptions in the future.our distribution network.
Risks associated with our domestic and foreign suppliers, including, among others, the protests in Hong Kong (which is a principal siteThe continuing integration of our buying trips), increased taxes, duties, tariffs or other restrictions on trade (including Section 301 tariffs imposed by the United States Trade Representative on imported Chinese goods), including our ability to mitigate Section 301 tariffs, could adversely affect our profitability.
Integrating Family Dollar’s operations with oursis not complete and may be more difficult, costly or time consuming than expected. We did not retain all associates in connection with the consolidation of the Family Dollar store support center to Virginia. It will take our new personnel some time to gain the experience of their predecessors.
Our business could be adversely affected if we fail to attract and retain qualified associates and key personnel. This
Our growth is more difficultdependent on our ability to increase sales in an economic environmentexisting stores and to expand our square footage profitably.
Our profitability is affected by the mix of low unemployment and higher wages.products we sell.
We may stop selling or recall certain products for safety-related issues.

We rely on computer and technology systems in our operations, and any material failure, inadequacy, interruption or security failure of those systems including because of a cyber-attack could harm our ability to effectively operate and grow our business and could adversely affect our financial results.
If we suffer a data breach and are unable to secure our customers’ credit card and confidential information, or other private data relating to our associates, suppliers or our business, we could be subject to negative publicity, costly government enforcement actions or private litigation and increased costs, which could damage our business reputation and adversely affect our results of operations or business.
Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.
We could incur losses due to impairment of long-lived assets, goodwill and intangible assets.
Our business or the value of our common stock could be negatively affected as a result of actions by activist shareholders.
Litigation arbitrations and other legal proceedingsarbitration may adversely affect our business, financial condition and results of operations. For a discussion of current legal proceedings, see “Note 2 - Legal Proceedings,” included in “Part I. Financial Information, Item 1. Financial Statements” of this Form 10-Q.
Pressure from competitors may reduce our sales and profits.
A downturn or changes in economic conditions, including those caused by the COVID-19 pandemic, could impact our sales or profitability.

Changes in federal, state or local law, including regulations and interpretations or guidance thereunder, or our failure to adequately estimate the impact of such changes or comply with such laws, could increase our expenses, expose us to legal risks or otherwise adversely affect us.
The price of our common stock is subject to market and other conditions and may be volatile.
Our business or the value of our common stock could be negatively affected as a result of actions by activist shareholders or by organizations seeking to limit the growth of dollar stores or change the mix or price of products we sell.
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.
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.
Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
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.
We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Moreover, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on our forward-looking statements.
We do not undertake to publicly update or revise any forward-looking statements after the date of this Form 10-Q, whether as a result of new information, future events, or otherwise.
Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, it is against our policy to disclose to them any material, nonpublic information or other confidential commercial information. Accordingly, shareholders should not assume that we agree with any statement or report issued by any securities analyst regardless of the content of the statement or report. Furthermore, we have a policy against confirming projections, forecasts or opinions issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
The Impact of COVID-19
The COVID-19 pandemic has affected, and likely will continue to affect, our financial condition and results of operations for the foreseeable future. As you review the Management’s Discussion and Analysis of Financial Condition and Results of Operations, please keep in mind the following.
As an essential business, our stores and distribution centers have remained open during the pandemic; however, our business trends and financial results are different than what we expected. We have experienced fewer customer visits and higher average ticket. The mix and profit margin of products being purchased by our customers has been different and has changed during the first quarter of 2020. As demand for essential goods, including cleaning supplies and sanitizer, household products, paper goods, food and over-the-counter medicine, increased to unprecedented levels, both our domestic suppliers and distribution centers were stressed to keep up with the demand. We expect this disruption with certain vendors and SKUs to continue into the summer. The effect of COVID-19-related stimulus

purchases for some other non-essential items may create additional disruptions. The balance of our product, including imports, continues to operate as we planned. including cleaning supplies and sanitizer, household products, paper goods, food and over-the-counter medicine.
We have hired more than 25,000 new associates since early March and we have implemented several changes to support our associates in adhering to Centers for Disease Control and Prevention (CDC) recommendations. We have:
Activated our Business Response Team to meet daily to communicate, assess and address potential exposure throughout the organization;
Provided personal protective equipment including masks, gloves and sanitizers for our store and distribution center associates;
Deployed plexiglass sneeze guards for all registers at all stores;
Equipped stores, distribution centers and the store support center with necessary supplies for enhanced cleaning protocol;
Provided a $2 per hour wage premium for all store and distribution center hourly associates, excluding hourly-paid store managers;
Provided a minimum guaranteed sales bonus of $500 for each store manager in March and a minimum guaranteed target bonus payout for April as well as bonuses for certain salaried associates in our field operations and distribution centers;
Provided pay continuation for associates who test positive or who are Group 1 associates who have to self-quarantine;
Created a “store” within each distribution center to allow our associates to shop for needed supplies at work;
Eliminated all non-essential air travel;
Utilized technology options for all large group meetings;
Prohibited external visitors’ access to the store support center;
Enabled the majority of our store support center teams to work remotely;
Enabled contactless payments to our POS systems for our customers;
Followed local municipality, county, and state guidelines and regulations needed to be open as an essential business;
Encouraged safe social distancing protocols for our customers with signing, graphics and communications;
Enabled health prescreening questionnaire for all store and distribution associates before entering work; and
Established temperature check protocols for our associates at all distribution centers.
We also made changes to reduce our exposure to potential short-term liquidity risk in the banking system, including preemptively drawing $750 million under our Revolving Credit Facility and suspending share repurchases under the remaining $800 million of Board authorization. We are in compliance with our debt covenants and, based on a continuation of current operating results, we expect to be in compliance for the remainder of fiscal 2020.
Given the level of volatility and uncertainty surrounding the future impact of COVID-19 on our customers, suppliers and the broader economies in the locations that we operate as well as uncertainty around the future impact on our supply chain, it is challenging to predict our future operations and financial results. Following is a discussion of the impacts that we have seen and the factors which could influence our future performance.
Sales
During March, our Dollar Tree and Family Dollar stores began to experience a significant increase in customer demand and sales related to essential products and comparable store net sales increased significantly. However, beginning the last week of March and continuing into April during the peak of the Easter selling season, comparable store net sales at our Dollar Tree stores decreased. Beginning in mid-April, comparable store net sales at our Dollar Tree stores increased as the comparable Easter period from 2019 had passed. In the 13 weeks ended May 2, 2020, enterprise comparable store net sales increased 7.0% resulting from an increase in average ticket of 15.5%, partially offset by a decrease in traffic of 7.4%.
The future impact of COVID-19 on our customers is difficult to predict as the effectiveness of economic stabilization efforts is uncertain and government assistance payments may not provide enough funding to support current spending. In addition, we cannot predict the impact of the spread of COVID-19 on the health and well-being of our customers and associates.
The demand for essential supplies has increased and we are dependent on our suppliers to replenish the goods in our stores. Disruptions in our supply chain or sources of supply could adversely impact our sales.
Gross Profit
As noted, in the 13 weeks ended May 2, 2020, the demand for essential products, which typically sell at a lower margin than our discretionary products, increased significantly. In addition, Easter sales in our Dollar Tree segment were materially lower than expected resulting in higher merchandise cost, including freight, and higher markdowns to clear the unsold Easter product.

During April, demand for discretionary products increased in our Family Dollar segment. While the favorable mix change has continued into the second quarter of 2020, we cannot predict whether it will continue.
In the 13 weeks ended May 2, 2020, our distribution center payroll costs included $6.2 million of incremental wage premiums in recognition of the team’s extraordinary efforts. The incremental wage premium payments will continue for at least the first six weeks of the second quarter of 2020.
The trade dispute between the United States and China is ongoing and should additional tariffs or other sanctions be imposed on imported goods, our business or results of operations in fiscal 2020 could be adversely affected.
Selling, General and Administrative Expenses
In the 13 weeks ended May 2, 2020, we paid incremental wage premiums to our hourly store associates, minimum guaranteed bonuses to our store managers and other bonuses to certain field operations managers totaling $57.5 million. The incremental wage premium payments and minimum guaranteed store manager bonuses will continue for at least the first six weeks of the second quarter of 2020.
In addition, for the safety of our associates and customers, we installed plexiglass sneeze guards at all registers in our stores and incurred incremental costs for masks, gloves and cleaning supplies. These expenses totaled $8.9 million in the 13 weeks ended May 2, 2020.
Store Openings and Initiatives
During the first quarter of 2020, we opened 67 new Dollar Tree stores and 32 new Family Dollar stores; however, we have experienced construction-related delays due to challenges with the permitting process which has resulted in delays in our planned store openings. We now plan to open 325 Dollar Tree stores and 175 Family Dollar stores in fiscal 2020.
As a result of the complications inherent in operating our stores during the COVID-19 pandemic, we paused the roll-out of our Snack Zone layout to our Dollar Tree stores; however, we still plan to add this assortment to 300 additional Dollar Tree stores in fiscal 2020.
With the increase in customer activity in our Family Dollar stores and COVID-19-related travel restrictions, we paused the roll-out of our H2 stores during the first quarter of 2020. We now expect to renovate approximately 750 stores to this format in fiscal 2020. Also, as a result of permitting delays, we now expect to add adult beverage product to approximately 900 stores in fiscal 2020.
Overview
We are a leading operator of more than 15,20015,300 retail discount stores and we conduct our operations in two reporting segments. Our Dollar Tree segment is the leading operator of discount variety stores offering merchandise 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 as a change in comparable store net sales, because we include only those stores that are open throughout both of the periods being compared, beginning after the first fifteen months of operation. We include sales from stores expanded or remodeled during the period in the calculation of comparable store net sales, which has the effect of increasing our comparable store net sales. The term ‘expanded’ also includes stores that are relocated. Stores that have been re-bannered are considered to be new stores and are not included in the calculation of the comparable store net sales change until after the first fifteen months of operation under the new brand.

At NovemberMay 2, 2019,2020, 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 3913 weeks ended NovemberMay 2, 20192020 and November 3, 2018May 4, 2019 is as follows:
39 Weeks Ended13 Weeks Ended
November 2, 2019 November 3, 2018May 2, 2020 May 4, 2019
Dollar Tree Family Dollar Total Dollar Tree Family Dollar TotalDollar Tree Family Dollar Total Dollar Tree Family Dollar Total
Store Count:                      
Beginning7,001
 8,236
 15,237
 6,650
 8,185
 14,835
7,505
 7,783
 15,288
 7,001
 8,236
 15,237
New stores286
 120
 406
 237
 166
 403
67
 32
 99
 65
 26
 91
Re-bannered stores190
 (199) (9) 47
 (49) (2)(3) 
 (3) 45
 (84) (39)
Closings(30) (342) (372) (11) (38) (49)(7) (7) (14) (9) (16) (25)
Ending7,447
 7,815
 15,262
 6,923
 8,264
 15,187
7,562
 7,808
 15,370
 7,102
 8,162
 15,264
Relocations35
 10
 45
 44
 9
 53
15
 6
 21
 6
 5
 11
                      
Selling Square Feet (in millions):Selling Square Feet (in millions):          Selling Square Feet (in millions):          
Beginning60.3
 59.8
 120.1
 57.3
 59.3
 116.6
64.6
 56.7
 121.3
 60.3
 59.8
 120.1
New stores2.5
 0.9
 3.4
 2.0
 1.2
 3.2
0.6
 0.2
 0.8
 0.6
 0.2
 0.8
Re-bannered stores1.4
 (1.4) 
 0.3
 (0.3) 

 
 
 0.4
 (0.7) (0.3)
Closings(0.2) (2.4) (2.6) (0.1) (0.3) (0.4)(0.1) 
 (0.1) (0.1) (0.1) (0.2)
Relocations0.1
 
 0.1
 0.1
 
 0.1
0.1
 
 0.1
 
 
 
Ending64.1
 56.9
 121.0
 59.6
 59.9
 119.5
65.2
 56.9
 122.1
 61.2
 59.2
 120.4
Stores are included as re-banners when they close or open, respectively. Comparable store net sales for Dollar Tree may be negatively affected when a Family Dollar store is re-bannered near an existing Dollar Tree store.
The average size of stores opened during the 3913 weeks ended NovemberMay 2, 20192020 was approximately 8,5708,490 selling square feet for the Dollar Tree segment and 7,7107,990 selling square feet for the Family Dollar segment. We believe that these size stores are in the ranges of our optimal sizes operationally and give our customers a shopping environment which invites them to shop longer, buy more and make return visits.
ForThe percentage change in comparable store net sales on a constant currency basis for the 13 weeks ended NovemberMay 2, 2019, comparable store net sales increased 2.5% on a constant currency basis. 2020, as compared with the preceding year, is as follows:
  13 Weeks Ended May 2, 2020
  Sales Growth 
Change in
Customer Traffic
 
Change in
Average Ticket
Consolidated 7.0 % (7.4)% 15.5%
Dollar Tree Segment (0.9)% (11.7)% 12.2%
Family Dollar Segment 15.5 % (1.4)% 17.1%
Constant currency basis refers to the calculation excluding the impact of currency exchange rate fluctuations. We calculated the constant currency basis increasechange by translating the current year quarter’s comparable store net sales in Canada using the prior year thirdfirst quarter’s currency exchange rates. We believe that the constant currency basis provides a more accurate measure of comparable store net sales performance. Including the impact of Canadian currency fluctuations, comparable store net sales increased the same 2.5% due to increases in average ticket and customer count. On a constant currency basis, comparable store net sales increased 2.8% in the Dollar Tree segment and increased 2.3% in the Family Dollar segment for the 13 weeks ended November 2, 2019. Including the impact of currency, comparable store net sales in the Dollar Tree segment increased the same 2.8%. Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the calculation, and are negatively affected when we open new stores, re-banner stores or expand stores near existing stores.
Dollar Tree Initiatives
We believe comparable store net sales continue to be positively affected by a number of our Dollar Tree initiatives. We continued the roll-out of frozen and refrigerated merchandise to more of our Dollar Tree stores in the thirdfirst quarter of 20192020 and as of NovemberMay 2, 2019,2020, the Dollar Tree segment had frozen and refrigerated merchandise in approximately 6,1006,210 stores compared to approximately 5,5805,765 stores at November 3, 2018. Over the past year,May 4, 2019. Beginning in fiscal 2018, we rolled out a new layout to a number of our Dollar Tree stores, which we call our Snack Zone. This layout highlights our immediate consumption snack offerings in the front of the store near the checkout areas. As of NovemberMay 2, 2020, we have Snack Zone in approximately 2,290 Dollar Tree stores. In fiscal 2019, we introduced our Crafter’s Square initiative in

more than 650 stores. This section includes a new expanded assortment of arts and crafts supplies. We have begun expanding this layoutprogram and have rolled it out to more than 3,000 stores as of May 2, 2020. We plan to include Crafter’s Square in approximately 2,090 Dollar Tree stores.additional stores in the future. We believe these initiatives have and will continue to enable us to increase sales and earnings by increasing the number of shopping trips made by our customers.

Family Dollar Initiatives
As announced in MarchIn fiscal 2019, we are currently executingexecuted a store optimization program for our Family Dollar stores to improve performance. ThisIncluded in that program consists of the following:
Awas a roll-out of a new model for both new and renovated Family Dollar stores internally known as H2. We tested the H2 model in 2018 on a limited basis with positive results. This H2 model has significantly improved merchandise offerings, including approximately 20 Dollar Tree $1.00 merchandise sections and establishing a minimum number of freezer and cooler doors, throughout the store. H2 has increasedstores have higher customer traffic and providedprovide an average comparable store net sales lift in excess of 10% over control stores.in the first year following renovation. H2 performsstores perform well in a variety of locations and especially in locations where our Family Dollar hasstores have been most challenged in the past. We started 2019 with approximately 200 H2 stores and asAs of NovemberMay 2, 2019,2020, we have approximately 1,4601,700 H2 stores.
We plan to close under-performing stores. The normal cadence of Family Dollar closings on an annual basis isrenovate approximately 75 stores. In 2019 we plan to close approximately 420 stores and have closed 342 stores as of November 2, 2019. We expect to incur approximately $25.8 million in store closure costs and through the third quarter of 2019, we have incurred $21.3 million. In addition to these costs, during 2019 we expect to incur approximately $17.0 million of other store closure costs, primarily in connection with the disposal of fixed assets, of which substantially all has been incurred through November 2, 2019.
We plan to re-banner as many as 200 Family Dollar750 stores to the Dollar Tree brandH2 format in 2019. As of November 2, 2019, we have re-bannered 190 stores to the Dollar Tree brand.
Additionally, we plan to install adult beverage product in approximately 500 stores and continue to plan to expand freezers and coolers in approximately 75 stores in 2019. As of November 2, 2019,fiscal 2020. In addition, we installed adult beverage product in approximately 34580 stores in the first quarter of 2020 and expanded freezers and coolersplan to add it to approximately 800 more stores in approximately 70 stores.
In fiscal 2019, in2020. We believe the addition to the approximately $42.8 million in store closure costs, we expect to incur approximately $28.0 million of incremental initiative costs based on project count and velocity, of which substantially all has been incurred through November 2, 2019.
As part of our continuing integration of Family Dollar’s organization and support functions, in 2019 we consolidated our store support centers in Matthews, North Carolina and Chesapeake, Virginiaadult beverage to our development in Chesapeake, Virginia. Approximately 30 percent of the Matthews associates, including more than 50 percent of the officers and directors, invitedassortment will drive traffic to move to Chesapeake agreed to do so. We expect the consolidation to be complete in 2019 and we expect to incur pre-tax expense of approximately $29.0 million in 2019 in connection with these plans, of which approximately $24.5 million was incurred through the third quarter of 2019.
Additionally, the following items have already impacted or could impact our business or results of operations during 2019 or in the future:
The Office of the United States Trade Representative (USTR) previously imposed tariffs under Section 301 against Chinese goods described on Lists 1, 2, and 3 with an annual trade value of $250 billion. When the tariffs were implemented, approximately nine percent of our products, measured by sales volume, were on Lists 1, 2, and 3. To mitigate the potential adverse effect of the tariffs, we negotiated price concessions from vendors on certain products, canceled orders, changed product sizes and specifications, changed our product mix and changed vendors. As a result of our mitigation efforts, we believe that we have reduced most of the potential adverse effects of the tariffs under Lists 1, 2, and 3 on the Dollar Tree and Family Dollar segments through January 2020.
Earlier this year, the USTR began a process to impose a tariff on all of the $300 billion in Chinese goods which were not previously subject to a tariff under Section 301, referred to as List 4 goods. The USTR published the final description of products on List 4 and divided the list into two parts. Tariffs at the rate of 15 percent on List 4A goods went into effect September 1, 2019. Tariffs at the rate of 15 percent on List 4B goods are scheduled to go into effect December 15, 2019. We anticipate that more of our products are on List 4 than Lists 1, 2, and 3 combined. However, we also believe that most of our List 4 products are contained on List 4B and not List 4A.
We estimate that Section 301 tariffs will increase our cost of goods sold by approximately $19.0 million in the fourth quarter of 2019 if they are fully implemented as now scheduled. Almost all of this cost is due to List 4A because its timing did not allow for significant mitigation. We will continue to assess the future impact of those tariffs. We are not able to accurately predict that impact of mitigation until we can estimate the success of our current efforts. We can give no assurances as to the final scope, duration, or impact of any existing or future tariffs. The tariffs could have a material adverse effect on our business and results of operations next year.

We anticipate higher import freight costs continuing into the fourth quarter of 2019 and beyond based on our April 2019 rate negotiations, and beginning in January 2020 based on the commencement of low sulphur fuel requirements for ships. We expect that this will result in higher costs in future periods as merchandise is sold.stores.
Results of Operations
Our results of operations as a percentage of net sales and period-over-period changes are discussed in the following section.
13 weeks ended November 2, 2019 compared toNet Sales
  13 Weeks Ended  
  May 2, May 4, 
Percentage
Change
(dollars in millions) 2020 2019 
Net sales $6,286.8
 $5,808.7
 8.2%
Comparable store net sales change 7.0% 2.2%  
The increase in net sales in the 13 weeks ended November 3, 2018
Net Sales. NetMay 2, 2020 was a result of a comparable store net sales increased $207.4increase in the Family Dollar segment and sales of $234.6 million or 3.7%, compared with last year’s third quarter,at new stores. These sales increases were partially offset by lost sales resulting from increasesstore closures during fiscal 2019 in connection with our Family Dollar segment store optimization program and a decrease in comparable store net sales in the Dollar Tree and Family Dollar segments and sales of $217.5 million in new stores, partially offset by lost salessegment. Lower traffic resulting from store closures primarily on the FamilyCOVID-19 pandemic negatively affected Easter sales in the Dollar Tree segment. Comparable
Enterprise comparable store net sales increased 2.5%7.0% on a constant currency basis as a result of a 1.4%15.5% increase in average ticket and a 1.1% increase7.4% decrease in customer count. On a constant currency basis, comparable store net sales increased 2.8% in the Dollar Tree segment and increased 2.3% in the Family Dollar segment for the 13 weeks ended November 2, 2019. Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the calculation, and are negatively affected when we open new stores, re-banner stores or expand stores near existing stores.
Gross Profit. Gross profit increased by $32.6 million to $1,704.5 million in the third quarter of 2019 compared to $1,671.9 million in the third quarter of 2018. Gross profit margin decreased to 29.7% in the current quarter from 30.2% in the same quarter last year. Our gross profit margin decrease was the result of the following:
Merchandise cost, including freight, increased approximately 25 basis points resulting primarily from higher freight costs and higher sales of lower margin merchandise primarily in the Family Dollar segment.
Distribution costs increased approximately 10 basis points resulting primarily from higher distribution center payroll costs and higher depreciation.
Shrink costs increased approximately 10 basis points due to unfavorable inventory results in the current quarter.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $1,346.1 million in the third quarter of 2019 from $1,284.1 million in the same quarter last year, an increase of $62.0 million or 4.8%. As a percentage of net sales, selling, general and administrative expenses increased to 23.5% in the third quarter of 2019 from 23.2% in the same quarter last year. The increase in selling, general and administrative expenses was a result of the net of the following:
Operating and corporate expenses increased approximately 30 basis points resulting from costs related to the consolidation of our store support centers and costs related to the disposal of fixed assets resulting from store closures.
Depreciation and amortization expense increased approximately 5 basis points resulting from the investments made in H2 stores on the Family Dollar segment.
Payroll expenses decreased approximately 10 basis points as lower insurance benefit expenses and retirement plan contributions were partially offset by increased store hourly payroll costs due to average hourly rate increases and additional hours, including increased temporary help expenses, to support store-level initiatives.
Operating Income. Operating income for the current quarter decreased to $358.4 million compared with $387.8 million in the same period last year and operating income margin decreased to 6.2% in the current quarter from 7.0% in last year’s third quarter.
Interest expense, net. Interest expense, net was $41.4 million in the third quarter of 2019 compared to $47.6 million in the prior year quarter. The decrease is due to our having less debt outstanding as a result of the prepayment of the $782.0 million Term Loan Facility in the fourth quarter of 2018.
Income Taxes. Our effective tax rate for the 13 weeks ended November 2, 2019 was 19.3% compared to 17.1% for the 13 weeks ended November 3, 2018. In the third quarter of 2018, the Company recorded a tax benefit of $15.7 million based on the substantial completion of its analysis of the impact of the Tax Cuts and Jobs Act on the net deferred tax liability valuation. This benefit resulted in a 4.6% decrease in the quarterly tax rate for the 13 weeks ended November 3, 2018. The current year tax rate reflects the benefits of statute expirations and the reconciliation of the tax provision to the tax returns.
39 weeks ended November 2, 2019 compared to the 39 weeks ended November 3, 2018
Net Sales. Net sales in the 39 weeks ended November 2, 2019 increased $677.4 million, or 4.1%, compared with the same period last year, resulting from increases in comparable store net sales in the Dollar Tree and Family Dollar segments and sales of $589.7 million at new stores, partially offset by lost sales resulting from store closures primarily on the Family Dollar segment.

traffic. Comparable store net sales increased 2.4% on a constant currency basis as a result of a 1.6% increase in average ticket and a 0.8% increase in customer count. Comparable store net sales increased 2.3%the same 7.0% when including the impact of Canadian currency fluctuations. On a constant currency basis, comparable store net sales increased 2.6% in the Dollar Tree segment and increased 2.1%15.5% in the Family Dollar segment forand decreased 0.9% in the 39 weeks ended November 2, 2019.Dollar Tree segment. Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the calculation, and are negatively affected when we open new stores, re-banner stores or expand stores near existing stores.
Gross Profit. Gross profit increased by $44.8 million to $5,080.2 million
  13 Weeks Ended  
  May 2, May 4, 
Percentage
Change
(dollars in millions) 2020 2019 
Gross profit $1,794.9
 $1,727.2
 3.9 %
Gross profit margin 28.5% 29.7% (1.2)%
The decrease in the 39 weeks ended November 2, 2019 compared to $5,035.4 million in the 39 weeks ended November 3, 2018. Gross profit margin decreased to 29.4% in the first nine months of 2019 from 30.3% in the first nine months of 2018. Our gross profit margin decreasein the 13 weeks ended May 2, 2020 was thea result of the following:
Merchandise cost, including freight, increased approximately 45115 basis points resulting from higher freight costs and higher sales of lower margin consumable merchandise primarily inas a result of the Family Dollar segment.COVID-19 pandemic, incremental tariffs of approximately $23.0 million and higher freight costs, partially offset by improved initial mark-on.
Shrink
Markdown costs increased approximately 15 basis points due to unfavorable inventory results, primarily in the Family Dollar segment, in the current year.
Markdown expense increased approximately 1525 basis points resulting primarily from markdowns related to store closures andthe higher clearance salesseasonal markdowns in the Family Dollar segment.Tree segment due to the lower than planned sell-through on Easter merchandise as a result of the COVID-19 pandemic.
Distribution costs increased approximately 1025 basis points resulting primarily from higher distribution center payroll and depreciation costs. We paid our hourly distribution center associates a $2 per hour premium for all hours worked beginning March 8, 2020. Total distribution center COVID-19 related payroll expenses were approximately $6.2 million, or 10 basis points of this increase.
Occupancy costs increaseddecreased approximately 540 basis points resultingas a result of the leverage from the accelerated amortization of the right-of-use assets for Family Dollar stores we closed during 2019.increase in comparable store net sales.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $4,067.4 million in the 39 weeks ended November 2, 2019 from $3,827.5 million in the same period last year, an increase of $239.9 million or 6.3%. As a percentage of net sales, selling, general and administrative expenses increased to 23.5% in the 39 weeks ended November 2, 2019 from 23.0% in the same period last year.
  13 Weeks Ended  
  May 2, May 4, 
Percentage
Change
(dollars in millions) 2020 2019 
Selling, general and administrative
expenses
 $1,429.0
 $1,341.7
 6.5 %
As a percentage of Net sales 22.7% 23.1% (0.4)%
The increasedecrease in selling, general and administrative expenses, as a percentage of net sales, in the 13 weeks ended May 2, 2020 was a result of the following:
Operating and corporate expenses increaseddecreased approximately 4035 basis points resultingas a result of the leverage from increased costs related to the consolidation of ourcomparable store support centers, costs related to the disposal of fixed assets due to store closures and increased store supplies expense to support the H2 initiative onnet sales increase in the Family Dollar segment.segment and the following:
Corporate costs decreased approximately 15 basis points resulting from the prior year including costs related to the consolidation of our store support centers and higher legal fees due to shareholder activism.
Advertising costs decreased 10 basis points resulting from lower promotional advertising during the COVID-19 pandemic.
Travel costs decreased approximately 10 basis points as a result of COVID-19 travel restrictions.
Inventory service expense decreased approximately 5 basis points as a result of the postponement of inventories from March 15, 2020 through the end of the quarter due to the COVID-19 pandemic.
Store supplies expense increased approximately 5 basis resulting primarily from the installation of plexiglass sneeze guards at all registers in our stores and incremental costs for masks, gloves and cleaning supplies due to the COVID-19 pandemic.
Repairs and maintenance and utility costs decreased 30 basis points due to leverage from the comparable store net sales increase and the postponement of certain maintenance activities as a result of the COVID-19 pandemic.
Payroll expenses increased approximately 1025 basis points primarily due to average hourly rate increases and additional hours, including higher temporary help expenses, to support store-level initiatives. These increases were partially offset by decreased retirement plan contributions.the following:
Store hourly payroll increased approximately 55 basis points due to the $2 per hour COVID-19-related premium paid to all store hourly associates for hours worked beginning March 8, 2020, partially offset by the leverage from the increase in comparable store net sales in the Family Dollar segment. Total COVID-19-related pay was approximately $52.3 million or 85 basis points.
Store sales bonus expenses increased approximately 10 basis points as a result of the higher comparable store net sales in the Family Dollar segment and approximately $3.5 million of guaranteed bonus payouts for store managers related to the COVID-19 pandemic.
Field management payroll decreased 15 basis points due to leverage from the comparable store net sales increase and the lower store count in the Family Dollar segment. We also paid $1.7 million of bonuses to certain field management associates related to the COVID-19 pandemic.
Office payroll decreased approximately 10 basis points as a result of the store support center consolidation and other leadership changes made in the fourth quarter of fiscal 2019.

Other payroll expenses decreased approximately 10 basis points resulting from lower temporary help expenses due to fewer H2 conversions in the current year as a result of the COVID-19 pandemic.
Operating Income
Operating Income.
  13 Weeks Ended  
  May 2, May 4, 
Percentage
Change
(dollars in millions) 2020 2019 
Operating income $365.9
 $385.5
 (5.1)%
Operating income margin 5.8% 6.6% (0.8)%
Operating income margin decreased to 5.8% for the 3913 weeks ended NovemberMay 2, 2019 decreased2020 compared to $1,012.8 million compared with $1,207.9 million in6.6% for the same period last year andas operating income margin decreased to 5.9% in the first nine months of 2019 from 7.3%Dollar Tree segment declined 410 basis points. The decrease was partially offset by a 230 basis point increase in the first nine monthsFamily Dollar segment operating income margin. Operating income in the 13 weeks ended May 2, 2020 includes approximately $73.2 million of 2018.COVID-19 related expenses.
Interest Expense, Net
  13 Weeks Ended  
  May 2, May 4, 
Percentage
Change
(dollars in millions) 2020 2019 
Interest expense, net $40.2
 $41.4
 (2.9)%
Interest expense net. Interest expense, net was $122.9decreased $1.2 million resulting from lower average debt outstanding in the first nine months of 2019current year quarter compared to $323.7 millionthe same quarter last year partially offset by lower interest income in the first nine months of the prior year. current year quarter.
Provision for Income Taxes
  13 Weeks Ended  
  May 2, May 4, 
Percentage
Change
(dollars in millions) 2020 2019 
Provision for income taxes $77.6
 $76.0
 2.1%
Effective tax rate 23.9% 22.1% 1.8%
The prior year included prepayment premiums totaling $114.3 million and the acceleration of the expensing of $41.2 million of amortizable non-cash deferred financing costs related to the debt refinancing in the first quarter of 2018. In addition, our 2018 debt refinancing resulted in lower interest rates and the prepayment of the $782.0 million Term Loan Facility in the fourth quarter of 2018 resultedincrease in our having less debt outstanding.
Income Taxes. Our effective tax rate forin the 3913 weeks ended NovemberMay 2, 20192020 was 20.8% compared to 19.1%primarily the result of additional tax expense for restricted stock vestings in the 39 weeks ended November 3, 2018. In the thirdcurrent quarter of 2018, the Company recorded a tax benefit of $15.7 million based on the substantial completion of its analysis of the impact of the Tax Cuts and Jobs Act on the net deferred tax liability valuation. The current year rate reflects the benefits of statute expirations and the reconciliation of the tax provisiondue to the tax returns.stock price for certain grants being lower at the vest date than the grant date.

Segment Information
We operate a chain of more than 15,200 retail discount stores in 48 states and five Canadian provinces. Our operations are conducted in two reporting business segments:operating results for the Dollar Tree and Family Dollar. We define ourDollar segments as those operations whose results our chief operating decision maker (“CODM”) regularly reviews to analyze performancea percentage of net sales 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, 13 distribution centersperiod-over-period changes are discussed in the United States and two distribution centers in Canada. Because of our Canadian operations, we report comparable store net sales on a constant currency basis.
The Family Dollar segment operates a chain of general merchandise retail discount stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of our operations under the “Family Dollar” brand and 11 distribution centers.
We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income. The CODM reviews these metrics for each of our reporting segments.We may revise the measurement of each segment’s operating income, as determined by the information regularly reviewed by the CODM. If the measurement of a segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation. In the current year, we identified Corporate and support costs, mainly store support center costs that are considered shared services, and excluded these selling, general and administrative costs from our two reporting business segments. These costs include operating expenses for our store support centers in Chesapeake, Virginia and Matthews, North Carolina. During fiscal 2019 we consolidated our Matthews, North Carolina store support center with our store support center in Chesapeake, Virginia. We continue to own our facility in Matthews, North Carolina. Amounts for the 13 and 39 weeks ended November 3, 2018 have been reclassified to be comparable to the current year presentation.following sections.
Dollar Tree
The following table summarizes the operating results of the Dollar Tree segment:
 13 Weeks Ended 39 Weeks Ended 13 Weeks Ended
 November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018 May 2, 2020 May 4, 2019
(in millions) $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
Net sales $3,074.3
   $2,853.8
   $8,991.4
   $8,407.0
   $3,077.5
   $2,959.3
  
Gross profit 1,050.5
 34.2% 993.7
 34.8% 3,070.8
 34.2% 2,909.8
 34.6% 980.7
 31.9% 1,021.2
 34.5%
Operating income 371.7
 12.1% 366.4
 12.8% 1,096.7
 12.2% 1,069.9
 12.7% 282.0
 9.2% 394.2
 13.3%

Net sales for the Dollar Tree segment increased 7.7% and 7.0%$118.2 million, or 4.0%, for the 13 and 39 weeks ended NovemberMay 2, 2019, respectively,2020, compared to the same periodsperiod last year. These increases wereThe increase was due to sales from new stores of $165.5$163.1 million, and $416.4 million for the 13 and 39 weeks ended November 2, 2019, respectively, andpartially offset by a decrease of 0.9% in comparable store net sales increases of 2.8% and 2.6% on a constant currency basis for the 13 and 39 weeks ended November 2, 2019, respectively. For the 13 weeks ended November 2, 2019, customer count increased 1.6%sales. Customer traffic declined 11.7% and average ticket increased 1.2%. For the 39 weeks ended November 2, 2019, customer count increased 1.5% and average ticket increased 1.1%12.2%.
Gross profit margin for the Dollar Tree segment decreased to 34.2%31.9% for the 13 weeks ended NovemberMay 2, 20192020 compared to 34.8%34.5% for the same period last year as a result of the following:
Merchandise cost, including freight, increased approximately 55140 basis points primarily due to increased sales of higher cost consumable merchandise and lower Easter sales as a result of the COVID-19 pandemic, incremental tariffs of approximately $18.0 million and higher freight costs.costs, partially offset by increased initial mark-on.
Markdown costs increased 40 basis points resulting from higher seasonal markdowns due to the lower Easter sell-through as a result of the COVID-19 pandemic.
Distribution costs increased approximately 1030 basis points resulting primarily from higher distribution center payroll and depreciation costs.
Gross profit margin for the Dollar Tree segment decreased to 34.2% for the 39 weeks ended November 2, 2019 compared to 34.6% for the same period last year as a result of the following:
Merchandise cost, including freight, increased Distribution center payroll costs include approximately 35$3.5 million or 10 basis points primarily due to higher freight costs.of a $2 per hour premium for all distribution center hourly associates for all hours worked beginning March 8, 2020 and guaranteed bonuses resulting from the COVID-19 pandemic.
DistributionOccupancy costs increased approximately 1030 basis points resulting primarily from the loss of leverage due to higher distribution center payrollthe comparable store net sales decrease in the quarter.
Shrink costs increased 25 basis points resulting from unfavorable inventory results in the current quarter and depreciation costs.

an increase in the shrink accrual rate.
Operating income margin for the Dollar Tree segment decreased to 12.1%9.2% for the 13 weeks ended NovemberMay 2, 2019 as compared to 12.8%2020 from 13.3% for the same period last year. The decrease in operating income margin in the 13 weeks ended NovemberMay 2, 20192020 was the result of the gross profit margin decrease noted above and increasedhigher selling, general and administrative expenses as a percentage of net sales. Selling, general and administrative expenses increased to 22.1%22.7% as a percentage of net sales in the 13 weeks ended NovemberMay 2, 20192020 compared to 22.0%21.2% for the same period last year as a result of the net of the following:
OperatingPayroll expenses increased approximately 15145 basis points resulting from increased debit and credit fees due to higher debit and credit card penetration and an increase in loss on disposal of assets resulting from an early lease termination in the current quarter.
Payroll expenses decreased approximately 5 basis points due to lower retirement plan and insurance benefits expenses, partially offset by higher store hourly payroll costs resulting from average hourly rate increases and additional hours to support store-level initiatives.
Operating income margin for the Dollar Tree segment decreased to 12.2% for the 39 weeks ended November 2, 2019 as compared to 12.7% for the same period last year. The decrease in operating income margin in the 39 weeks ended November 2, 2019 was the result of the gross profit margin decrease noted above and increased selling, general and administrative expenses. Selling, general and administrative expenses increased to 22.0% as a percentage of net sales for the 39 weeks ended November 2, 2019 compared to 21.9% for the 39 weeks ended November 3, 2018 as a result of the net of the following:
Payroll expenses increased approximately 10 basis points due to higher store hourly payroll costs resulting from average hourly rate increases and additional hours to support store-level initiatives, partially offset by lower retirement plan expense.
Store hourly payroll increased approximately 120 basis points primarily due to the $2 per hour COVID-19-related premium paid to all store hourly associates for hours worked beginning March 8, 2020 and the loss of leverage from the decrease in comparable store net sales. Total COVID-19-related pay was $30.1 million or 95 basis points.
Field management payroll increased approximately 15 basis points primarily due to the loss of leverage from the decrease in comparable store net sales. We also paid $0.9 million of bonuses to certain field management associates related to the COVID-19 pandemic.
Store sales bonus expenses increased approximately 10 basis points as a result of $2.7 million of guaranteed bonus payouts for store managers related to the COVID-19 pandemic.
Operating expenses increased approximately 5 basis points primarily due to increased debitas a result of the loss of leverage from the comparable store net sales decrease and credit fees resulting from higher debit and credit card penetrationthe net of the following COVID-19-related changes:
Store supplies costs increased approximately 10 basis points as a result of the installation of plexiglass sneeze guards at all registers in our stores and incremental costs for masks, gloves and cleaning supplies.
Inventory service expense decreased approximately 10 basis points due to the postponement of inventories from March 15, 2020 through the end of the quarter.
Operating income in the current year.13 weeks ended May 2, 2020 includes approximately $42.2 million of COVID-19 related expenses.
Store operating costs decreased approximately 5 basis points resulting from lower utility costs as a percentage of net sales in the current year.

Family Dollar
The following table summarizes the operating results of the Family Dollar segment:
 13 Weeks Ended 39 Weeks Ended 13 Weeks Ended
 November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018 May 2, 2020 May 4, 2019
(in millions) $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
 $ 
% of
Net Sales
Net sales $2,671.9
   $2,685.0
   $8,304.1
   $8,211.1
   $3,209.3
   $2,849.4
  
Gross profit 654.0
 24.5% 678.2
 25.3% 2,009.4
 24.2% 2,125.6
 25.9% 814.2
 25.4% 706.0
 24.8%
Operating income 53.8
 2.0% 83.7
 3.1% 159.5
 1.9% 341.2
 4.2% 175.5
 5.5% 91.9
 3.2%
Net sales for the Family Dollar segment decreased $13.1increased $359.9 million or 0.5% and increased $93.0 million or 1.1%12.6% for the 13 and 39 weeks ended NovemberMay 2, 2019, respectively,2020 compared to the same periodsperiod last year. These increases wereThe increase was due to a comparable store net sales increasesincrease of 2.3%15.5% and 2.1%, respectively and $52.0$71.5 million and $173.4 million, respectively, of new store sales, partially offset by lost sales resulting from store closures that exceed historical closure rates as a result of theduring fiscal 2019 in connection with our store optimization program. For the 13 weeks ended NovemberMay 2, 2019,2020, average ticket increased 1.8% and17.1%, partially offset by a 1.4% decrease in customer count increased 0.5%. For the 39 weeks ended November 2, 2019, average ticket increased 2.3% and customer count decreased 0.2%.traffic.
Gross profit margin for the Family Dollar segment decreased $24.2 million or 3.6%increased to 25.4% for the 13 weeks ended NovemberMay 2, 20192020 compared to 24.8% for the same period last year. The gross profit margin for Family Dollar decreased to 24.5% for the 13 weeks ended November 2, 2019 compared to 25.3% for the same period in the prior year. The decreaseincrease is due to the net of the following:
Occupancy costs decreased approximately 105 basis points as a result of the leverage from the comparable store net sales increase and the higher expense in the prior year related to the accelerated amortization of right-of-use assets related to the second quarter 2019 store closures.
Shrink expense decreased approximately 30 basis points resulting from an increase in the accrual rate and unfavorable inventory reconciliations in the prior year quarter and improved inventory results in the current year.
Merchandise cost, including freight, increased approximately 3055 basis points primarily due to increased sales of higher cost consumable merchandise as a result of the COVID-19 pandemic, incremental tariffs of approximately $5.0 million and higher freight costs, and higher sales of lower margin consumable merchandise partially offset by improved initial mark-on.
Shrink costs increased approximately 15 basis points resulting from unfavorable physical inventory results in the current quarter.

Distribution costs increased approximately 15 basis points resulting primarily from higher distribution center payroll costs. These costs and higher distribution center asset disposals.
Occupancy costs increased approximatelyinclude $2.7 million, or 10 basis points, due to higher store real estate tax expense.
Markdown expense increased approximately 5 basis points resulting from higher clearance activity in the current quarter.
Gross profit for the Family Dollar segment decreased $116.2 million or 5.5% for the 39 weeks ended November 2, 2019 comparedrelated to the same period last year. The gross profit margin$2 per hour premium for Family Dollar decreased to 24.2%all distribution center hourly associates for the 39 weeks ended November 2, 2019 compared to 25.9% for the same period in the prior year. The decrease is dueall hours worked beginning March 8, 2020 related to the following:
Merchandise cost, including freight, increased approximately 70 basis points, primarily due to higher sales of lower margin consumable merchandise and higher freight costs.
Shrink costs increased approximately 35 basis points resulting from unfavorable physical inventory results in the current year and an increase in the shrink accrual rate.
Markdown expense increased approximately 35 basis points resulting from store closure markdowns and higher clearance activity.
Distribution costs increased approximately 15 basis points resulting primarily from higher merchandising and distribution payroll-related costs.
Occupancy costs increased approximately 10 basis points resulting primarily from the accelerated amortization of the right-of-use assets for stores which were closed during 2019 in connection with the store optimization program.COVID-19 pandemic.
Operating income margin for the Family Dollar segment decreasedincreased to 2.0%5.5% for the 13 weeks ended NovemberMay 2, 2019 as compared to 3.1%2020 from 3.2% for the same period last year resulting from the gross margin decreaseincrease noted above and an increasea decrease in selling, general and administrative expenses as a percentage of net sales. Selling, general and administrative expenses were 22.5%19.9% as a percentage of net sales in the 13 weeks ended NovemberMay 2, 20192020 compared to 22.2%21.6% for the same period last year. The current quarter increase in selling, general and administrative expenses as a percentage of net sales was due to the following:
Operating expenses increased approximately 25 basis points resulting primarily from higher costs related to the disposal of fixed assets in connection with the store optimization program.
Depreciation and amortization expense increased approximately 10 basis points as a result of depreciation on investments made in H2 stores.
Operating income margin for the Family Dollar segment decreased to 1.9% for the 39 weeks ended November 2, 2019 as compared to 4.2% for the same period last year resulting from the gross margin decrease noted above and an increase in selling, general and administrative expenses as a percentage of net sales. Selling, general and administrative expenses were 22.3% as a percentage of net sales in the 39 weeks ended November 2, 2019 compared to 21.7% for the same period last year. The current year increase in selling, general and administrative expenses as a percentage of net sales was due to the net of the following:
OperatingPayroll expenses increaseddecreased approximately 4065 basis points resulting primarilyas a result of the leverage from the comparable store net sales increase and the net of the following:
Store hourly payroll was consistent with the prior year quarter as the $2 per hour COVID-19-related premium paid to all store hourly associates for hours worked beginning March 8, 2020 was offset by leverage from the comparable store net sales increase. Total COVID-19-related pay was $22.2 million or 70 basis points.
Field management payroll decreased approximately 50 basis points due to the leverage from the comparable store net sales increase and the lower store count resulting from the 2019 store optimization program. We also paid $0.8 million of bonuses to certain field management associates related to the COVID-19 pandemic.
Other payroll expenses decreased approximately 15 basis points as a result of lower temporary help expenses due to fewer H2 conversions in the current year due to the COVID-19 pandemic.
Store sales bonus expenses increased approximately 15 basis points as a result of higher sales and an incremental $0.8 million of guaranteed bonus payouts for store managers related to the COVID-19 pandemic.
Occupancy costs related to the disposal of fixed assets in connection with the store optimization program and higher store supplies expense to support the H2 initiative.
Payroll expenses increaseddecreased approximately 2055 basis points primarily due to average hourly rate increasesthe leverage associated with the increase in comparable store net sales in the period and additional hours, including increased temporary helpthe postponement of certain maintenance activities as a result of the COVID-19 pandemic.

Operating expenses to support store-level initiatives.
Store operating costs increaseddecreased approximately 540 basis points primarily due primarily to higher repairsleverage from the comparable store net sales increase and maintenance costs in the current year.net of the following COVID-19-related changes:
Advertising costs decreased 25 basis points resulting from lower promotional advertising.
Travel decreased approximately 10 basis points resulting from travel restrictions.
Inventory service expense decreased approximately 10 basis points due to the postponement of inventories from March 15, 2020 through the end of the quarter.
Store supplies costs were consistent with the prior year quarter as the installation of plexiglass sneeze guards at all registers in our stores and incremental costs for masks, gloves and cleaning supplies were offset by leverage from the comparable store net sales increase.
Depreciation and amortization expense decreased approximately 10 basis points as a result of certain assets that were revalued uponleverage from the 2015 acquisition becoming fully depreciated and/or amortized, partially offset by increased depreciation on investments madecomparable store net sales increase.
Operating income in H2 stores.the 13 weeks ended May 2, 2020 includes approximately $30.4 million of COVID-19 related expenses.
Liquidity and Capital Resources
Our business requires capital to build and open new stores, expand our distribution network and operate expand and renovateexpand 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 3913 weeks ended NovemberMay 2, 20192020 and November 3, 2018:May 4, 2019:
 39 Weeks Ended 13 Weeks Ended
 November 2, November 3, May 2, May 4,
(in millions) 2019 2018 2020 2019
Net cash provided by (used in):        
Operating activities $1,014.5
 $1,050.9
 $959.0
 $614.1
Investing activities (768.7) (619.4) (235.9) (192.4)
Financing activities (212.0) (820.6) 493.6
 (117.5)
Net cash provided by operating activities decreased $36.4increased $344.9 million primarily as a result of lower current year earnings, netinventory levels at the end of non-cash items, a smaller increase in accounts payable and higher estimated tax payments in the current year, partially offset by lower cash payments for inventory.quarter.
Net cash used in investing activities increased $149.3$43.5 million primarily due to increased capital expenditures related to the Family Dollar segment store optimization program, including H2 renovationsdistribution center projects and re-banners, partially offset by grant moneyfunds received from state and local governments for our Summit Pointe development.development in the prior year quarter.
NetFor the 13 weeks ended May 2, 2020, cash provided by financing activities was $493.6 million compared to cash used in financing activities decreased $608.6of $117.5 million compared withfor the prior year, primarily due to13 weeks ended May 4, 2019. The cash provided by financing activities in the current quarter is the result of the preemptive draw on our debt refinancing in 2018, which resulted in debt payments exceeding the proceeds from long-term debt by $656.9Revolving Credit Facility of $750.0 million and the payment of $155.3 million of debt-issuance and extinguishment costs, partially offset by $200.0the final $250.0 million payment on the Senior Floating Rate Notes due 2020. The prior year quarter included $100.0 million of cash paid in 2019 for stock repurchases.
In the first quarter of fiscal 2020, we preemptively drew on our Revolving Credit Facility to reduce our exposure to potential short-term liquidity risk in the banking system as a result of the COVID-19 pandemic. At NovemberMay 2, 2019,2020, our long-termtotal borrowings were $4.3 billion and we had $1.1 billion$363.4 million available under our revolving credit facility.Revolving Credit Facility. We also have $330.0$290.0 million in Letter of Credit Reimbursement and Security Agreements with various financial institutions, under which approximately $165.5$174.8 million was committed to letters of credit issued for routine purchases of imported merchandise as of NovemberMay 2, 2019.2020. Subsequent to May 2, 2020, our total Letter of Credit Reimbursement and Security Agreements was increased to $330.0 million.
We repurchased 1,967,355 shares of common stock on the open market for $200.0 million during the 39 weeks ended November 2, 2019. There were no shares repurchased on the open market during the 3913 weeks ended November 3, 2018.May 2, 2020, and we have temporarily suspended share repurchases under the Board repurchase authorization.
We repurchased 960,683 shares of common stock on the open market for approximately $100.0 million during the 13 weeks ended May 4, 2019. As of NovemberMay 2, 2019,2020, we had $800.0 million remaining under Board repurchase authorization.
Recent Accounting Pronouncements
See “Note 1 - Basis of Presentation,” to the unaudited condensed consolidated financial statements included in “Part I. Financial Information, Item 1. Financial Statements” of this Form 10-Q, for a detailed description of recent accounting pronouncements.

Item 3. 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 November 2, 2019,Our exposure to interest rate risk relates to our variable rate debt consists of our $750.0 million Senior Floating Rate Notes due 2020 (the “Floating Rate Notes”), which represents approximately 17% of our total debt. BorrowingsRevolving Credit Facility, as borrowings under the Floating Rate NotesRevolving Credit Facility bear interest at LIBOR, reset periodically, plus 1.00% to 1.50% as determined by our credit ratings and leverage ratio. During the first quarter of 2020, we preemptively drew on our Revolving Credit Facility in the amount of $750.0 million as a floating rate, reset quarterly, equal to LIBOR plus 70 basis points.result of the COVID-19 pandemic, all of which was outstanding at May 2, 2020. A 1.0%hypothetical increase in LIBORof one percentage point on such borrowings would result in an increase in interest expense related tonot materially affect our Floating Rate Notesresults of $3.5 million through the April 2020 maturity date.operations or cash flows.
Item 4. Controls and Procedures.
Our management has carried out, with the participation of the Company’sour Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Company’sour 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 NovemberMay 2, 2019, the Company’s2020, our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
There have been no changes in our internal control over financial reporting during the fiscal quarter ended NovemberMay 2, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1. 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;
real estate matters related to store leases;matters;
environmental and safety issues; and
product safety matters, which may include regulatory matters such as product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions.matters.
In addition, we are currently defendants in national and state employment-related class and collective actions, several thousand employment-related arbitrations and litigation concerning injury from products. For a discussion of these proceedings please referdescribed in Note 2 to “Note 2 - Legal Proceedings,” included in “Part I. Financial Information, Item 1. Financial Statements” of this Form 10-Q.our unaudited condensed consolidated financial statements.
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 lawsuitsmatters will not have a material effect on our results of operations for the period or year in which they are reserved or 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 aremay be unable to express an opinion as to the outcome of those matters which are not settledclose to being resolved and cannotmay be unable to estimate a loss or potential range of loss except as specified in Note 2. When a range is expressed, we are currently unable to determine the probability of loss within that range.loss.
Item 1A. Risk Factors.
There have been no material changes toThis section supplements and updates certain of the risk factors described in “Iteminformation found under Part I, Item 1A. Risk“Risk Factors” in the Company’sof our Annual Report on Form 10-K for the fiscal year ended February 2,1, 2020 filed with the Securities and Exchange Commission on March 20, 2020 (the “2019 Form 10-K”), and is based on the information currently known to us and recent developments since the date of the 2019 other than asForm 10-K filing. The matters discussed below should be read in conjunction with the risk factors set forth in the discussion of risk factors2019 Form 10-K.
However, the risks and uncertainties that we face are not limited to those described below and those set forth in the “A Warning About Forward-Looking Statements” section2019 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock, particularly in light of the fast-changing nature of the COVID-19 pandemic, containment measures and the related impacts to economic and operating conditions.
The impact of the COVID-19 pandemic and the measures implemented to contain or mitigate the spread of the virus have had, and are expected to continue to have, a material adverse impact on our business and results of operations.
The emergence of the COVID-19 pandemic and the resulting public health measures have caused economic and financial disruptions that have adversely affected, and are expected to continue to materially adversely affect, our business and results of operations. The extent to which the pandemic will continue to materially adversely affect our business and results of operations will depend on numerous evolving factors and future developments that we are not able to predict, including the duration, spread and severity of the outbreak, the nature, extent and effectiveness of containment and mitigation measures, the extent and duration of the effect on the economy, unemployment, consumer confidence and consumer and business spending and how quickly and to what extent normal economic and operating conditions can resume.
The COVID-19 pandemic and public health measures have contributed to, among other things:
Significant increases in the cost of operating our stores and distribution centers, including higher wages and bonuses paid to associates, enhanced cleaning protocols and the cost of personal protection equipment.
Disruptions in the patterns of consumer demand, which has led to, among other things, decreased demand for Easter, party, and certain other merchandise, and an increase in demand for online sales (which is an insignificant part of our business) and home or curbside deliveries (which we do not offer).



Widespread changes to, and significant and rapid reductions in, household and business activity and consumer and business spending, as well as economic contraction, the risk of a significant recession, and a record rise in unemployment.
Decreasing foot traffic in our stores as a result of the promotion of social distancing, the adoption of shelter-in-place and similar governmental orders and consumer attitudes with respect to in-person shopping.
Adverse impacts on the implementation of our business plans, including delays in new store openings, the conversion of Family Dollar stores to the H2 format and the introduction of Snack Zones and alcohol sales in certain of our retail stores.
Increased risks of disruptions in our supply chain that could result in lost sales or increase costs.
If consumer demand for discretionary holiday, seasonal, party, and other products does not return to more normal levels, our merchandise and profit margin will be negatively impacted, especially in the later part of the year. We cannot predict when or if this will occur.
The above impacts of the COVID-19 pandemic and public health measures are likely to continue and in some cases, may worsen if infections increase. Although we have been classified as an essential business, and have been allowed to remain open, we have closed impacted stores and distribution centers temporarily for enhanced cleaning and reduced store hours. If the discussionpandemic worsens in some portions of tariffsthe country, we may also be forced to close for other reasons such as the health of our associates or because of disruptions in the “Overview”continued operation of our supply chain and sources of supply. It is possible facility closures for health reasons could also impact our distribution centers or our store support center in Chesapeake, Virginia.
The pandemic and public health measures have caused us to modify our strategic plans and business practices and take further actions that we determine are in the best interests of our associates, customers and business partners. If we do not respond appropriately to the pandemic, or if customers or other stakeholders do not perceive our response to be adequate, we could suffer damage to our reputation and our brand, which could materially adversely affect our business.
Governmental authorities have adopted certain measures, and additional measures have been proposed, to provide economic assistance to individual households and businesses and support economic growth which we believe has materially benefited our sales. The extent to which these measures are continued is unknown and they may not be sufficient to mitigate the negative impact of the pandemic in the future.
If the pandemic is prolonged, severe and/or worsens, it could amplify the negative impacts on our business and results of operations and may also heighten many of the other risks described in the “Risk Factors” section within “Item 2. Management’s Discussionof our 2019 Form 10-K. It is also possible that any adverse impacts of the pandemic and Analysispublic health measures may continue once the pandemic is controlled and those measures are lifted.
If the pandemic creates disruptions or turmoil in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of Financial Conditionwhich cannot be predicted. We do not yet know the full extent of how COVID-19 and Resultsthe containment and mitigation measures will affect our customers, associates, suppliers, vendors, other business partners or our business, results of Operations”operations and financial condition. However, the continuing effects may have a material adverse impact on our business and results of this Form 10-Q.operations.
Our supply chain may be disrupted by changes in United States trade policy with China or as a result of the COVID-19 pandemic.
We rely on domestic and foreign suppliers to provide us with merchandise in a timely manner and at favorable prices. Among our foreign suppliers, China is the source of a substantial majority of our imports. A disruption in the flow of our imported merchandise from China or an increase in the cost of those goods may significantly decrease our profits.
The United States recently scaled back punitive Section 301 tariffs on certain Chinese imports based on an agreement reached with China, which represents a material benefit to us. While US and Chinese senior officials have stated that they are committed to implementing the agreement, President Trump has recently questioned whether China is living up to its obligations and has further alluded to possible action against China for its role in the COVID-19 crisis.
New US tariffs or other actions against China, and any responses by China, could impair our ability to meet customer demand and could result in lost sales or an increase in our cost of merchandise. This would have a material adverse impact on our business and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table presents our shareWe did not repurchase activity duringany shares of common stock on the third quarter of 2019:
Fiscal Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
August 4 - August 31, 2019 125,048
 $93.13
 125,048
 $800.0
September 1 - October 5, 2019 
 
 
 800.0
October 6 - November 2, 2019 
 
 
 800.0
Total 125,048
 $93.13
 125,048
 $800.0
open market in the 13 weeks ended May 2, 2020. As of NovemberMay 2, 2019,2020, we had approximately $800.0 million remaining under Board repurchase authorization.

Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.

Item 5. Other Information.
None.


Item 6. Exhibits.
    Incorporated by Reference  
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
3.1  8-K 3.1 6/21/2013  
3.2  8-K 3.1 3/6/2019  
31.1        X
31.2        X
32.1        X
32.2        X
101 The following financial statements from the Company’s 10-Q for the fiscal quarter ended November 2, 2019, formatted in Inline XBRL: (i) Condensed Consolidated Income Statements, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements       X
104 The cover page from the Company’s 10-Q for the fiscal quarter ended November 2, 2019, formatted in Inline XBRL and contained in Exhibit 101       X
    Incorporated by Reference  
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
3.1  8-K 3.1 6/21/2013  
3.2  8-K 3.1 4/15/2020  
10.1        X
31.1        X
31.2        X
32.1        X
32.2        X
101 The following financial statements from our 10-Q for the fiscal quarter ended May 2, 2020, formatted in Inline XBRL: (i) Condensed Consolidated Income Statements, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements       X
104 The cover page from our 10-Q for the fiscal quarter ended May 2, 2020, formatted in Inline XBRL and contained in Exhibit 101       X


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   DOLLAR TREE, INC.
    
Date:November 26, 2019May 28, 2020By:/s/ Kevin S. Wampler
  Kevin S. Wampler
  Chief Financial Officer
  (principal financial officer)


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