Silver Anniversary
GOLD MEDAL RESULTS
 DOLLAR TREE, INC. • 2010 ANNUAL REPORT
ABOUT THE COMPANY                                         TABLE OF CONTENTS
             ollar Tree, Inc. is the World’s leading      Letter to Shareholders from the Chief Executive Officer .............2
              operator of $1 price-point variety          Narrative ......................................................................................6
              stores. The Company also offers value
                                                          Management’s Discussion & Analysis of
             merchandise at prices above $1 at its
                                                          Financial Condition and Results of Operations ..........................13
164 Deal$ stores and at prices of $1.25 (CAD) in its
86 stores in Canada.                                      Report of Independent Registered Public Accounting Firm .......27
     Since our first store opened in 1986, Dollar Tree    Consolidated Statements of Operations ................................... 28
has focused on providing surprising, unexpected           Consolidated Balance Sheets ................................................... 29
value on an ever-changing assortment of merchan-          Consolidated Statements of Shareholders’ Equity
dise in a bright, fun, friendly and convenient shopping   and Comprehensive Income ..................................................... 30
environment.
                                                          Consolidated Statements of Cash Flows ...................................31
    Dollar Tree operates more than 4,100 stores,          Notes to Consolidated Financial Statements ........................... 32
which are located across the 48 contiguous United
States and four Canadian provinces, supported by a
coast-to-coast logistics network and over 60,000
associates. The Company is the destination for value
for millions of shoppers from coast to coast every
day and is reaching new customers via the internet
at www.dollartree.com. A Fortune 500 company,
Dollar Tree is headquartered in Chesapeake,Virginia.
FINANCIAL HIGHLIGHTS
                                                     2010(a)              2009                 2008                 2007                2006(b)
(in millions, except store and per share data)
Net Sales                                        $ 5,882.4           $ 5,231.2           $ 4,644.9            $ 4,242.6            $ 3,969.4
Gross Profit                                         2,087.6             1,856.8              1,592.2              1,461.1              1,357.2
Operating Income                                      630.0                512.8               365.8                330.3                310.8
Net Income                                            397.3               320.5                229.5                201.3                192.0
Diluted Net Income Per Share(c)                        3.10                 2.37                 1.69                 1.39                 1.23
Working Capital                                  $    800.4         $     829.7          $     663.3          $     382.9          $     575.7
Total Assets                                         2,380.5             2,289.7              2,035.7              1,787.7              1,882.2
Total Debt                                            267.8                267.8               268.2                269.4                269.5
Shareholders’ Equity                                 1,459.0             1,429.2              1,253.2               988.4               1,167.7
Number of Stores Open                                 4,101               3,806                 3,591                3,411                3,219
Total Selling Square Footage                           35.1                32.3                 30.3                 28.4                 26.3
Comparable Store Net Sales
Increase(d)                                              6.3%                7.2%                 4.1%                 2.7%                 4.6%
Average Net Sales Per Store(d)                   $       1.5         $       1.4          $       1.3          $       1.3          $       1.3
(a) The Company recorded a non-recurring, non-cash charge to gross profit and a corresponding reduction in inventory, at cost, of $26.3 million in
    the first quarter 2010. Excluding this charge, diluted earnings per share in 2010 were $3.23.
(b) Fiscal 2006 includes 53 weeks, commensurate with the retail calendar, while all other fiscal years reported in the table contain 52 weeks.
(c) Reflects 3 for 2 stock split in June 2010.
(d) Comparable store net sales compare net sales for stores open throughout each of the two periods being compared. Net sales per store are
    calculated for stores open throughout the entire period presented.
                                                                                                              DOLLAR TREE, INC. ♦ 2010 Annual Report 1
                                             TO OUR SHAREHOLDERS
                                                       s Dollar Tree celebrates its Silver Anniversary, I am pleased to report
                                                         that the Company is strong, growing, and our values have never
                                                           been higher. Over the 25-year history of the Company, Dollar Tree
                                                            has grown consistently, in good times and tough times. In fact, the
                                             Company has increased sales and earnings per share every year since becoming
                                             public in 1995. In 2010, Dollar Tree once again achieved record results.
                                             • Net sales were $5.88 billion; an increase of 12.4% over fiscal 2009.
                                             • Comparable-store sales increased 6.3% on top of a 7.2% comparable-store
                                               sales increase last year.
                                             • Earnings in fiscal 2010 increased to a record $3.10 per share. This includes
     Bob Sasser                                a non-recurring, non-cash charge of $26.3 million, or $0.13 cents per share
     President and Chief Executive Officer     relating to a change in retail inventory accounting which was recorded in the first
                                               quarter 2010.
          • Excluding the charge:
            • Earnings per share were $3.23 – an increase of 36.3% over 2009 reported EPS of $2.37, which was itself an
              increase of more than 40% over the previous year.
            • Operating margin was 11.1%, compared with operating margin of 9.8% in 2009. Dollar Tree’s operating margin
              remains among the highest in the value retail sector.
            • Operating income increased by $143.5 million,
            • And Net income rose 29.1%, to $413.7 million.
     In addition, in 2010, Dollar Tree:
     • Expanded selling square footage 8.8%, opening 235 new stores, expanding or relocating 95 stores and acquiring 86
       stores, providing new jobs and growth opportunities for our associates.
     • Surpassed 4,000 stores in operation and ended the year with 4,101 stores.
     • Achieved the highest new store productivity since 2002.
     • Increased inventory turns for the sixth consecutive year, to 4.17 turns in 2010 compared with 4.06 turns in 2009.
     • Opened a new Distribution Center in San Bernardino, on-time and on-budget.
     • Expanded into Canada.
     • Executed a 3-for-2 stock split, and
     • Repurchased 9.3 million shares for $414.7 million.
         These results were achieved through the efforts of thousands of Dollar Tree associates. They reflect the underlying
     strength of our model, our infrastructure, and our strategy. In an ever-changing environment, Dollar Tree continues to
     find ways to better serve our customers, operate more efficiently and successfully compete in the marketplace.
     Proven Concept – Solid Foundation
         Our success through the years has been validation of our concept, our unique sourcing model, the quality of our
     stores and the infrastructure that supports them, with everything revolving around the customer.
        Unique Sourcing Model
        Dollar Tree has a very flexible merchandising model, which we use to our advantage. Our assortments are built with
     two requirements in mind:
            • To offer the greatest value to the customer for $1, and to do so
            • At a cost that delivers our desired merchandise margin.
        We are not locked in to any specific item. To the contrary, for twenty-five years, customers have come to expect
     new, fresh items and surprising values every time they visit a Dollar Tree store. Our unique merchandise model provides
     us greater control of our mix and as a result, our margins. In fact, margin at Dollar Tree is generally a function of the
     mix of product rather than fluctuations in the cost of specific items. Our model has been validated by results. History
     shows that we are consistently able to manage through inflationary and deflationary cycles by changing the product or
2 DOLLAR TREE, INC. ♦ 2010 Annual Report
changing the source while maintaining our focus on achieving margin targets and providing great value to
our customers for their dollar.
    Retail Technology
    We have developed and implemented retail technology tailored to our unique business model and
are now leveraging those investments. Using point of sale data by item by store, we are making “smarter”
allocations, flexing our inventory to meet increasing customer demand, improving our in-stock of basics, and
optimizing the flow of seasonal product to our stores, consistent with sales trends. This translates into a better customer
experience, improved sell-through and increased inventory turns – which rose for the sixth consecutive year in 2010 to
4.17, from 4.06 turns in 2009.
    Logistics
    We have built a solid and scalable logistics infrastructure to support our nationwide retail footprint, which we
continually upgrade as we provide for sustained, profitable growth. In April 2010, we opened a new Distribution Center
in San Bernardino, CA to provide more efficient service and to provide for expanded growth in Southern California and
the Southwestern U.S. The total facility cost of approximately $37 million was financed using available cash.
    In 2011, we are expanding our Distribution Center in Savannah Georgia to support growth in the Southeast. The
expansion will bring the Savannah facility from its current size of 600,000 square feet to one million square feet. This
project involves $19 million of capital investment, using existing cash, and should be completed in the third quarter. With
the completion of this expansion, our network of nine Company-owned DCs will have the capacity to support $8 billion
in annual sales in the U.S. with no meaningful additional investment. Our logistics infrastructure provides efficient service to
our stores today, room for expansion and continuing asset leverage. Every new store that we open makes our network more
efficient, and we continue to build more stores.
The Future: More Stores, Better Stores, New Formats
    More Stores
    Dollar Tree has expanded its store count every year and we will continue to build more stores for the foreseeable
future. During 2010, we opened 235 new stores and relocated and expanded 95 stores for a total of 330 projects. We
ended the year with 4,101 stores. The new store class of 2010 averaged approximately 10,000 square feet, similar to the
class of 2009. Our plan for 2011 includes 300 new stores and 75 relocations for a total of 375 projects.
    Better Stores
    Along with expanding the number of stores, we are focused on operating better, more productive stores. Efforts
have concentrated on improved site selection, on opening new stores earlier in the year and on right-sizing our
stores at about 10,000 – 12,000 square feet. We believe this to be our optimum size for a number of reasons. It is
small enough to be convenient, but large enough to accommodate a broad assortment of merchandise, including the
growing selection of needs-based product we’ve added in recent years. Our stores today offer a compelling mix of
things customers need and want – all for just a dollar. Average new store productivity increased once again in 2010,
continuing a five-year trend.
    Our expansion of frozen and refrigerated product continues. We installed freezers and coolers in 421 stores in
2010, including 124 new stores. Frozen and refrigerated product is now available in 1,844 stores. This product serves
the current needs of our customers, drives traffic into our stores and provides incremental sales across all categories
– including our higher margin discretionary products. The plan is to
continue to expand this category. In 2011, we intend to expand frozen
and refrigerated capability to an additional 225 stores.
   New Formats, New Markets, New Channels
   While we are growing our business through more stores, the
development of new categories and more productive stores, we are also
developing New Formats, entering New Markets and adding New
Channels of distribution to customers.
    New Formats – Deal$, our multi-price format, continues to gain
traction – extending our ability to serve more customers and our
increasing growth potential. By the end of 2010 we were operating
164 Deal$ stores in 19 states. At Deal$, not everything’s $1, but
everything is a value. In 2010, we continued to improve the operating
                                                                                               DOLLAR TREE, INC. ♦ 2010 Annual Report 3
    metrics at Deal$, upgrading our standards to provide a better, more compelling customer experience. We also saw
    improving sales trends at our Deal$ stores, particularly in the new stores that we’ve opened in the past four years. Deal$
    traffic, ticket, and average unit retail all increased in 2010.
        Looking forward to 2011, we will continue to build and refine our assortment to create more merchandise
    excitement, increase the “wow” factor and give our customers more reasons to shop at Deal$. We will also continue
    to roll out new Deal$ stores in targeted locations in a measured and thoughtful way. We opened 15 new Deal$ stores
    in 2010 and we intend to open 35 new Deal$ stores in 2011.
        New Markets – During the fourth quarter we acquired Dollar Giant stores in Canada – the first expansion of
    our retail operations outside of the United States. Dollar Giant was founded in 2000 and by 2010 had grown to a chain of
    86 stores.The stores average 9,000 square feet, gross, and are located in four provinces: British Columbia, Ontario, Alberta
    and Saskatchewan. Each store offers a mix of things you want and things you need all priced at $1.25 (CAD) or less.
        Dollar Giant is successful, growing and profitable, with an outstanding management team. The management and
    associates have extensive retail experience and the proven ability to build and expand an effective, profitable business.
    They are among the key reasons for my confidence about our future success in Canada.
        In 2011, we intend to expand the store count by about 20%, while establishing an infrastructure of store teams,
    systems and logistics to support more aggressive store growth in the future. Over the long term, we believe the Canadian
    market can support 900 to 1,000 Dollar Tree stores.This is in addition to the 7,000 store potential for Dollar Tree in the
    United States plus additional growth in our Deal$ format.
       New Channels – Dollar Tree Direct, our e-commerce business, is an opportunity to reach new customers through an
    additional channel of distribution. We launched Dollar Tree Direct in early 2009. It is another way to offer Dollar Tree
    values to more customers, including organizations, small businesses, and individual customers planning events. Dollar
    Tree Direct is off to a great start. We see major potential to grow this business. In 2010, we expanded our assortment,
    increased the number of items available exclusively on Dollar Tree Direct and enhanced the site to improve the customer
    experience and expand our reach.
       • There are now over 2,000 products available for sale on-line – nearly double the number this time last year.
          Examples of new on-line category additions in 2010 include such things as kitchen gadgets, kitchen linen &
          textiles, nutrition bars and energy drinks to name a few.
       • The Homepage was redesigned to feature more engaging content and to showcase key events and hot items.
          Customers asked for more things to see and do on the site and we are responding.
       • There were more than 10 million visitors to our site in 2010, with nearly seven million in the second half of the
          year.
       • In addition, 100 million emails were sent to existing and potential customers in 2010 and over 500,000 catalogues
                                                   were mailed to customers.
                                                   There is great potential in Dollar Tree Direct and I am pleased with the
                                                   progress the team has made.
                                                  Corporate Governance and Shareholder Value
                                                      Dollar Tree has a long-standing commitment to responsible corporate
                                                  governance and to building value for our long-term shareholders.
                                                      Our Board of Directors is active, involved, and committed to
                                                  strong corporate governance. The majority of the Board is comprised
                                                  of independent directors; all of the standing committees of the Board
                                                  consist entirely of independent directors and we have a lead independent
                                                  director. We have also added four new independent directors since
                                                  July 2007.
                                                      The Board regularly reviews the Company’s governance and the
                                                  effectiveness of the Board, Board committees, and individual directors.The
                                                  Board is also committed to reviewing best practices and has made several
                                                  changes in recent years. We maintain an open dialogue with shareholders
                                                  on governance matters and we continue increasing our understanding
                                                  of industry standards for best practices in corporate governance as
                                                  they evolve.
4 DOLLAR TREE, INC. ♦ 2010 Annual Report
     Above all, we believe in strict adherence to our core values of honesty, integrity and transparency in
all aspects of our business.These values are reflected in the strength of our financial controls and in our
relationships with customers, suppliers, associates, and our shareholders.
     For 2010, we once again earned a “clean bill of health” with no material weakness noted in our
assessment of controls supporting the accounting and reporting processes in compliance with the
requirements of Sarbanes-Oxley legislation. In 2011, as I have stated in previous years, you can be assured
that we will continue to operate Dollar Tree with an unwavering commitment to financial integrity and the related
financial controls as a foundation for building long-term shareholder value.
     Dollar Tree has consistently generated significant cash flow and has been a prudent manager of capital for the benefit
of long-term shareholders. The best use of capital, in our view, is to support continued growth of the business at a
sustainable pace. Beyond this, we have long believed that share repurchase is an effective use of excess free cash to create
additional value for shareholders over the long-term.
     In 2010, we repurchased 9.3 million shares for $414.7 million. Altogether, since 2003, the Company has invested
approximately $1.6 billion for share repurchase without increasing long-term debt.
Summary
    Dollar Tree is now in its 25th year and at Dollar Tree stores, everything is still $1! No other retailer can say that.
Moreover, the Company has a long history of growth and exemplary financial performance. Our success has been built
on a solid foundation, guided by a long-term strategy and sustained by the flexibility to re-invent ourselves continuously
to thrive in changing environments. Our growth has been measured, disciplined and strategic.We continuously examine
and refine our store model and assortments to maximize our relevance to customers and our financial returns for
shareholders.
    By any measure, 2010 was an outstanding year, and we can do even better. Dollar Tree has plenty of opportunities to
grow our business, a vision of where we want to go and the infrastructure and capital to make it happen.We have a strong
and flexible business model that can adapt to a changing environment. With our balanced mix of high value consumer
basics and unique assortment of fun, compelling, seasonally-correct discretionary products, Dollar Tree is positioned to
be relevant to customers in all economic circumstances.
    Dollar Tree stores are strategically located to serve middle-America; they’re bright, convenient and fun to shop. We
have a solid and scalable infrastructure that we are leveraging for better inventory management, increasingly efficient
supply chain logistics, more productive stores, and crisper overall execution.We generate substantial free cash, and we use
our capital for the long-term benefit of shareholders.
    We have a series of initiatives in place to drive our business to higher levels in 2011 and beyond. We are focused
on expanding our store base, improving store productivity, developing new retail formats, expanding into new markets
and adding new channels of distribution. These investments bring greater opportunities for our associates to grow and
develop their skills, while expanding overall employment opportunities.
    Dollar Tree’s values have never been better and our future has never been brighter. As I said last year, thanks and
congratulations to every Dollar Tree associate for making 2010 our best year ever – so far!
                                                     Bob Sasser
                                                     President and Chief Executive Officer
As Dollar Tree celebrates its Silver Anniversary, I am
pleased to report that the Company is strong, growing,
and our values have never been better.
                                                                                            DOLLAR TREE, INC. ♦ 2010 Annual Report 5
    EVER EXPANDING REACH
    Stores and Infrastructure
              Store Expansion
              by Decade
                       1980s
                       1990s
                       2000s
                       2010s
                                                           D
                                                           Delta, British Columbia
                                                     Ridgefield, Washington
                                                     R
                                                     February 2004
                                                     F
                                                                                               Joliet, Illinois
                                                Stockton, California
                                                S                                              June 2004
                                                January 2000
                                                Ja
                                                      San Bernardino, California
                                                      S
                                                      April 2010
                                                      A                              Marietta, Oklahoma
                                                                                     February 2003
                                                                                                 Olive Branch,
                                                                                                          nch
                  Port of Entry                                                                  Mississippi
                  (non-U.S.-sourced products)                                                    January 1999
                  U.S. Distribution Centers
                  Date Opened
                  Third-Party Canadian
                  Distribution Centers
6 DOLLAR TREE, INC. ♦ 2010 Annual Report
                                        B            eginning in 1986 with six stores in two states,
                                                     Dollar Tree has grown to 4,101 stores across the
                                                     48 contiguous United States and four Canadian
                                                     provinces, supported by a solid and scalable
                                        infrastructure, designed to support future growth.
                                            By leveraging our investments in infrastructure, we continue
                                        to increase efficiency as our store base grows. Our inventory
                                        management and supply chain systems are enabling us to stream-
                                        line our supply chain, improve merchandise flow and increase
                                        inventory turns.
                                                                                           Number of Stores
                                                                                           Open at Year End
                                                                                                                            4,101
                                                                                                                    3,806
                                                                                                            3,591
                                                                                                    3,411
                                                                                            3,219
                                                             Inventory Turns
                 Mississauga,
                   ss         Ontario
                                                                               4.1   4.2
                                                                   3.7   3.8
                                                             3.5
                Briar Creek,
                          k,
                Pennsylvania
                          nia
                August 2001
        Chesapeake, Virginia
        January 1998
Savannah, Georgia
                a
February 2001
                                                             ‘06 ‘07 ‘08 ‘09 ‘10             ‘06 ‘07 ‘08 ‘09 ‘10
                                                                                           DOLLAR TREE, INC. ♦ 2010 Annual Report 7
                                           Frozen and refrigerated products
                                           are now available in 45% of our
                                           stores. SNAP is accepted in over
                                           86% of our stores in the U.S.A.
                                                   Stores with Freezers
                                                       and Coolers
                                                                                    1,844
                                                                            1,423
                                                                    1,209
                                                            1,058
                                                      694
                                                      ‘06 ‘07 ‘08 ‘09 ‘10
8 DOLLAR TREE, INC. ♦ 2010 Annual Report
MORE PRODUCTIVE STORES
Broader Assortments, Merchandise Energy,
Surprising Value
     n addition to expanding the number of stores,
     we are working to make each store more
     productive. This involves rigorous site selection
     and right-sizing our stores to allow for broader
assortments and a convenient shopping trip for our
customers. Over the past ten years our average store
size has doubled and our assortments have expanded
with new categories including frozen and refrigerated
products.
     Dollar Tree stores offer things you need as well as
things you want. Extreme value can be found in each
aisle and every season, in an ever-changing assortment
of products including health and beauty aids, household
cleaning supplies, housewares, food, beverages, toys,
stationery, books, electronics, seasonal merchandise,
and party supplies. It is the one chain that offers these
and other items to customers coast-to-coast with each
item priced at $1 – or less – every day!
                                                            Dollar Tree stores offer an ever-changing assortment of
                                                            products – each for $1 – and a fun, friendly, convenient
                                                            shopping experience.
     BRANCHING OUT
     New Formats, New Markets, New Channels
                   ver our first 25 years, Dollar Tree has consistently
                     re-invented itself. This process is continuing as we                Net Sales
                     strive to grow in size and relevance in the future.                 ($ in Billions)
                   In the fourth quarter 2010 we acquired 86 Dollar
     Giant stores in Canada. This is the first expansion of our
     retail operations outside the United States. This year we                                         $5.2
                                                                                                              $5.9   11.6%
                                                                                                $4.6                 Five-Year
     intend to expand the Canadian store count by about 20% and build an                 $4.2                        Compound
     infrastructure to support future growth. Over the long term, we              $4.0
                                                                                                                     Annual
     believe the Canadian market represents a 900 to 1,000 store opportunity.
     This is in addition to the 7,000 store potential for Dollar Tree stores in
                                                                                                                     Growth Rate
     the United States plus additional growth in our Deal$ format.
         Deal$ is our multi-price format. While the majority of the
     merchandise at Deal$ is focused at $5 and less, customers can also find
     incredible values on special items at prices above $5. Deal$ continues
     to gain traction – extending our ability to offer broader assortments,
     serve more customers and increase our growth potential. We intend to
     open 35 new Deal$ stores in 2011.
         Dollar Tree Direct, our e-commerce business, is an additional channel
     of distribution to our customers. The website, www.dollartree.com,
     offers extreme value merchandise for people in need of large quantities.
     With each single item just $1.00 and free shipping to any of our stores
     nationwide, Dollar Tree Direct provides Dollar Tree value and added
     convenience for our customers.                                               ‘06 ‘07 ‘08 ‘09 ‘10
10 DOLLAR TREE, INC. ♦ 2010 Annual Report
        Customer
       Transactions
           (in Millions)
                             748
                       675
                 597
           551
     522
     ‘06 ‘07 ‘08 ‘09 ‘10
Through continuous growth and re-
invention, Dollar Tree strives to find
more ways to provide more value to
more customers every day.
    BUILDING ON OUR
    FOUNDATION OF VALUE
   D               ollar Tree strives to bring value to customers, associates, communities and to our share-
                    holders. For our customers, we focus on running stores that are bright, clean and beautiful,
                    and providing quality merchandise at great values, to help customers stretch their monthly
                   household budgets.
         We recognize that none of the Company’s goals could be achieved without the combined dedication, talent,
     creativity and hard work of Dollar Tree associates. We are committed to a culture in which every job is important
     and each person is treated with respect, where every associate’s contributions are valued, employment opportunities
     expand and where professional development is encouraged.We are committed to finding, developing, and retaining
     great people.
          We bring value to our communities in many ways. Each new store represents an investment in a community.
     Our stores are attractive, clean and convenient. They average $1.5 million in annual sales and help drive customer
     traffic to new and existing shopping centers, with more than 185,000 customer visits per average store in 2010.
     Our store expansion has created thousands of jobs across America. And, we generate millions of dollars in sales tax
     revenue across the country each year.
         Dollar Tree also supports the communities surrounding our locations through financial contributions,
     associate volunteering and the generosity of our customers. Partnering with Operation Homefront, more than
     24 million items have been collected nationwide over the past four years. These items were donated by our
     customers and distributed at U.S. military bases across the nation.
          Dollar Tree is committed to product safety and sustainability. We have a vigorous product testing program
     for compliance with regulatory requirements and have also implemented product testing protocols that often go
     beyond those required by law. We are also committed to working on ways to reduce or eliminate the use of PVC
     in our products and packaging.
         We are focused on building value for our long-term shareholders, and we take our responsibility very seriously
     to be above reproach when making operational and financial decisions. In addition to our growth in sales and
     earnings, we have invested more than $1.6 billion for share repurchase since 2003. These investments demonstrate
     our commitment to build real value for long-term shareholders and our confidence in the future.
          350
          300                                     Comparison of 5 Year Cumulative Total Return*
                                                       Among Dollar Tree, Inc., the NASDAQ Composite Index
                                                                     and S&P Retailing Index
          250
          200
          150
          100
           50
             0
            1/28/06                    2/3/07                      2/2/08                      1/31/09       1/30/10              1/29/11
                           Dollar Tree, Inc.                                NASDAQ Composite                           S&P Retailing
          *$100 invested on 1/28/06 in stock or 1/31/06 in index, including reinvestment of dividends.
           Indexes calculated on month-end basis.
12 DOLLAR TREE, INC. ♦ 2010 Annual Report
Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
A WARNING ABOUT FORWARD-LOOKING                                • the capacity, performance and cost of our distribu-
STATEMENTS: This document contains “forward-                     tion centers;
looking statements” as that term is used in the Private        • our cash needs, including our ability to fund our
Securities Litigation Reform Act of 1995. Forward-               future capital expenditures and working capital
looking statements address future events, developments           requirements;
and results. They include statements preceded by,              • our expectations regarding competition and
followed by or including words such as “believe,”                growth in our retail sector; and
“anticipate,” “expect,” “intend,” “plan,” “view,” “target”     • management’s estimates associated with our critical
or “estimate.” For example, our forward-looking                  accounting policies, including inventory valuation,
statements include statements regarding:                         accrued expenses, and income taxes.
  • our anticipated sales, including comparable store
    net sales, net sales growth and earnings growth;              For a discussion of the risks, uncertainties and
  • costs of pending and possible future legal claims;       assumptions that could affect our future events, devel-
  • our growth plans, including our plans to add,            opments or results, you should carefully review the
    expand or relocate stores, our anticipated square        risk factors summarized below and the more detailed
    footage increase, and our ability to renew leases at     discussion in the “Risk Factors” and “Business”
    existing store locations;                                sections in our Annual Report on Form 10-K filed
  • the average size of our stores to be added in 2011       on March 17, 2011. Also see our “Management’s
    and beyond;                                              Discussion and Analysis of Financial Condition and
  • the effect of a slight shift in merchandise mix to       Results of Operations.”
    consumables and the increase in the number of              • Our profitability is vulnerable to cost increases.
    our stores with freezers and coolers on gross profit       • Litigation may adversely affect our business,
    margin and sales;                                            financial condition and results of operations.
  • the net sales per square foot, net sales and oper-         • Changes in federal, state or local law, or failure
    ating income of our stores and store-level cash              to comply with such laws, could increase our
    payback metrics;                                             expenses and expose us to legal risks.
  • the possible effect of the current economic down-          • We could encounter disruptions or additional costs
    turn, inflation and other economic changes on our            in obtaining and distributing merchandise.
    costs and profitability, including the possible effect     • We may be unable to expand our square footage as
    of future changes in minimum wage rates, shipping            profitably as planned.
    rates, domestic and import freight costs, fuel costs       • Sales below our expectations during peak seasons
    and wage and benefit costs;                                  may cause our operating results to suffer materially.
  • our gross profit margin, earnings, inventory levels        • Our sales and profits rely on imported merchan-
    and ability to leverage selling, general and adminis-        dise, which may increase in cost or become
    trative and other fixed costs;                               unavailable.
  • our seasonal sales patterns including those relating       • A downturn in economic conditions could impact
    to the length of the holiday selling seasons and the         our sales.
    effect of a later Easter in 2011;                          • Our profitability is affected by the mix of products
  • the effect that expanding tender types accepted by           we sell.
    our stores will have on sales;                             • Pressure from competitors may reduce our sales
  • the capabilities of our inventory supply chain               and profits.
    technology and other new systems;                          • Certain provisions in our Articles of Incorporation
  • the future reliability of, and cost associated with,         and Bylaws could delay or discourage a takeover
    our sources of supply, particularly imported goods           attempt that may be in a shareholder’s best interest.
    such as those sourced from China;
                                                                                       DOLLAR TREE, INC. ♦ 2010 Annual Report 13
     Management’s Discussion And Analysis
     Of Financial Condition And Results Of Operations
          Our forward-looking statements could be wrong          MANAGEMENT’S DISCUSSION AND
     in light of these risks, uncertainties and assumptions.     ANALYSIS OF FINANCIAL CONDITION
     The future events, developments or results described        AND RESULTS OF OPERATIONS
     in this report could turn out to be materially different.   In Management’s Discussion and Analysis, we explain
     We have no obligation to publicly update or revise          the general financial condition and the results of
     our forward-looking statements after the date of this       operations for our company, including:
     annual report and you should not expect us to do so.          • what factors affect our business;
          Investors should also be aware that while we             • what our net sales, earnings, gross margins and
     do, from time to time, communicate with securities              costs were in 2010, 2009 and 2008;
     analysts and others, we do not, by policy, selectively        • why those net sales, earnings, gross margins and
     disclose to them any material, nonpublic informa-               costs were different from the year before;
     tion or other confidential commercial information.            • how all of this affects our overall financial
     Accordingly, shareholders should not assume that we             condition;
     agree with any statement or report issued by any secu-        • what our expenditures for capital projects were in
     rities analyst regardless of the content of the statement       2010 and 2009 and what we expect them to be in
     or report. We do not issue detailed financial forecasts         2011; and
     or projections and we do not, by policy, confirm those        • where funds will come from to pay for future
     issued by others. Thus, to the extent that reports issued       expenditures.
     by securities analysts contain any projections, forecasts
     or opinions, such reports are not our responsibility.            As you read Management’s Discussion and Analysis,
                                                                 please refer to our consolidated financial statements,
     INTRODUCTORY NOTE: Unless otherwise stated,                 included in this Annual Report, which present the results
     references to “we,” “our” and “Dollar Tree” generally       of operations for the fiscal years ended January 29, 2011,
     refer to Dollar Tree, Inc. and its direct and indirect      January 30, 2010 and January 31, 2009. In Management’s
     subsidiaries on a consolidated basis. Unless specifi-       Discussion and Analysis, we analyze and explain the
     cally indicated otherwise, any references to “2011” or      annual changes in some specific line items in the
     “fiscal 2011”, “2010” or “fiscal 2010”, “2009” or “fiscal   consolidated financial statements for the fiscal year
     2009”, and “2008” or “fiscal 2008”, relate to as of or      2010 compared to the comparable fiscal year 2009
     for the years ended January 28, 2012, January 29, 2011,     and the fiscal year 2009 compared to the comparable
     January 30, 2010 and January 31, 2009, respectively.        fiscal year 2008.
     Available Information
                                                                 Key Events and Recent Developments
     Our annual reports on Form 10-K, quarterly reports          Several key events have had or are expected to have a
     on Form 10-Q, current reports on Form 8-K and               significant effect on our operations.You should keep in
     amendments to those reports filed or furnished              mind that:
     pursuant to Section 13(a) or 15(d) of the Securities
     Exchange Act are available free of charge on our              • On November 15, 2010, we completed our
     website at www.dollartree.com as soon as reasonably             acquisition of 86 Dollar Giant stores, located in the
     practicable after electronic filing of such reports with        Canadian provinces of British Columbia, Ontario,
     the SEC.                                                        Alberta and Saskatchewan. These stores offer a
                                                                     wide assortment of quality general merchandise,
                                                                     contemporary seasonal goods and everyday
                                                                     consumables, all priced at $1.25 (CAD) or less.
                                                                     This is our first expansion of retail operations
                                                                     outside of the United States.
14 DOLLAR TREE, INC. ♦ 2010 Annual Report
Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
 • On May 26, 2010, the Company’s Board of                Overview
   Directors approved a 3-for-2 stock split in the        Our net sales are derived from the sale of merchandise.
   form of a 50% common stock dividend. New               Two major factors tend to affect our net sales trends.
   shares were distributed on June 24, 2010 to share-     First is our success at opening new stores or adding
   holders of record as of the close of business on       new stores through acquisitions. Second, sales vary at
   June 10, 2010. As a result, all share and per share    our existing stores from one year to the next. We refer
   data in this Annual Report have been retroactively     to this change as a change in comparable store net
   adjusted to reflect this dividend having the effect    sales, because we compare only those stores that are
   of a 3-for-2 stock split.                              open throughout both of the periods being compared.
 • We assign cost to store inventories using the retail   We include sales from stores expanded during the year
   inventory method, determined on a weighted             in the calculation of comparable store net sales, which
   average cost basis. From our inception and through     has the effect of increasing our comparable store net
   fiscal 2009, we used one inventory pool for this       sales. The term ‘expanded’ also includes stores that
   calculation. Because of our investments over the       are relocated.
   years in our retail technology systems, we were             At January 29, 2011, we operated 4,101 stores in
   able to refine our estimate of inventory cost under    48 states and the District of Columbia, as well as the
   the retail method and on January 31, 2010, the first   Canadian provinces of British Columbia, Ontario,
   day of fiscal 2010, we began using approximately       Alberta and Saskatchewan, with 35.1 million selling
   30 inventory pools in our retail inventory calcula-    square feet compared to 3,806 stores with 32.3 million
   tion. As a result of this change, we recorded a        selling square feet at January 30, 2010. During fiscal
   non-recurring, non-cash charge to gross profit and     2010, we opened 235 stores, expanded 95 stores,
   a corresponding reduction in inventory, at cost, of    acquired 86 stores and closed 26 stores, compared to
   $26.3 million in the first quarter of 2010. This was   240 new stores opened, 75 stores expanded and 25
   a prospective change and did not have any effect       stores closed during fiscal 2009. In the current year
   on prior periods.                                      we increased our selling square footage by 8.8%.
 • On November 2, 2009, we purchased a new                Of the 2.8 million selling square foot increase in 2010,
   distribution center in San Bernardino, California.     0.4 million was added by expanding existing stores
   We have spent approximately $31.0 million in           and 0.7 million was added with the acquisition of
   capital expenditures for this new distribution         Dollar Giant. The average size of our stores opened in
   center during fiscal 2009 and an additional $5.7       2010 was approximately 8,400 selling square feet (or
   million in fiscal 2010. This new distribution center   about 10,200 gross square feet). For 2011, we continue
   replaced our Salt Lake City, Utah leased facility      to plan to open stores that are approximately 8,000 –
   whose lease ended in April 2010.                       10,000 selling square feet (or about 10,000 –12,000
 • On February 20, 2008, we entered into a five-          gross square feet). We believe that this store size is our
   year $550.0 million unsecured Credit Agreement         optimal size operationally and that this size also gives
   (the Agreement). The Agreement provides for a          our customers an ideal shopping environment that
   $300.0 million revolving line of credit, including     invites them to shop longer and buy more.
   up to $150.0 million in available letters of credit,        In fiscal 2010, comparable store net sales increased
   and a $250.0 million term loan. The interest rate      by 6.3%. The comparable store net sales increase was
   on the facility is based, at our option, on a LIBOR    primarily the result of a 5.0% increase in the number
   rate, plus a margin, or an alternate base rate, plus   of transactions and a 1.3% increase in average ticket.
   a margin.                                              We believe comparable store net sales continued to be
                                                          positively affected by a number of our initiatives, as
                                                          debit and credit card penetration continued to increase
                                                          in 2010, and we continued the roll-out of frozen
                                                          and refrigerated merchandise to more of our stores.
                                                          At January 29, 2011, we had frozen and refrigerated
                                                                                     DOLLAR TREE, INC. ♦ 2010 Annual Report 15
     Management’s Discussion And Analysis
     Of Financial Condition And Results Of Operations
     merchandise in approximately 1,840 stores compared               Our point-of-sale technology provides us with
     to approximately 1,400 stores at January 30, 2010. We       valuable sales and inventory information to assist our
     believe that the addition of frozen and refrigerated        buyers and improve our merchandise allocation to our
     product enables us to increase sales and earnings by        stores. We believe that this has enabled us to better
     increasing the number of shopping trips made by             manage our inventory flow resulting in more efficient
     our customers. In addition, we accept food stamps           distribution and store operations and increased inven-
     (under the Supplemental Nutrition Assistance Program        tory turnover for each of the last five years. Inventory
     (“SNAP”)) in approximately 3,500 qualified stores           turnover improved by approximately 10 basis points
     compared to 2,900 at the end of 2009.                       in 2010.
          With the pressures of the current economic                  In 2007, legislation was enacted that increased the
     environment, we have seen increases in the demand           Federal Minimum Wage. The last increase to $7.25 an
     for basic, consumable products in 2010. As a result, we     hour was effective in July 2009. As a result, our wages
     have continued to shift the mix of inventory carried        have increased in the third quarter of 2009 through
     in our stores to more consumer product merchandise          the first half of 2010; however, we offset the increase
     which we believe increases the traffic in our stores        in payroll costs through increased productivity and
     and has helped to increase our sales even during the        continued efficiencies in product flow to our stores.
     current economic downturn. While this shift in mix               We must continue to control our merchandise
     has impacted our merchandise costs we were able to          costs, inventory levels and our general and administra-
     offset that impact in the current year with decreased       tive expenses as increases in these line items could
     costs for merchandise in many of our categories.            negatively impact our operating results.
     Results of Operations
     The following table expresses items from our consolidated statements of operations, as a percentage of net sales.
     On January 31, 2010, the first day of fiscal 2010, we began using approximately 30 inventory pools in our retail
     inventory calculation, rather than one inventory pool as we had done since our inception. As a result of this
     change, we recorded a non-recurring, non-cash charge to gross profit and a corresponding reduction in inventory,
     at cost, of $26.3 million in the first quarter of 2010.
                                                                 Year Ended          Year Ended           Year Ended
                                                               January 29, 2011   January 30, 2010     January 31, 2009
     Net sales                                                     100.0%              100.0%              100.0%
     Cost of sales, excluding non-cash beginning
     inventory adjustment                                           64.1%               64.5%                65.7%
     Non-cash beginning inventory adjustment                         0.4%                 0.0%                0.0%
          Gross profit                                              35.5%               35.5%                34.3%
     Selling, general and administrative expenses                   24.8%               25.7%                26.4%
          Operating income                                          10.7%                 9.8%                7.9%
     Interest expense, net                                           (0.1%)              (0.1%)              (0.2%)
     Other income, net                                               0.1%                 —                   —
          Income before income taxes                                10.7%                 9.7%                7.7%
     Provision for income taxes                                      (3.9%)              (3.6%)              (2.8%)
          Net income                                                 6.8%                6.1%                 4.9%
16 DOLLAR TREE, INC. ♦ 2010 Annual Report
Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
Fiscal year ended January 29, 2011 compared                     • Shrink costs decreased 15 basis points due to
to fiscal year ended January 30, 2010                             improved shrink results in the current year and
                                                                  a lower shrink accrual rate during fiscal 2010
Net Sales. Net sales increased 12.4%, or $651.2 million,          compared to fiscal 2009.
in 2010 compared to 2009, resulting from a 6.3%                 • Merchandise costs, including freight, increased 15
increase in comparable store net sales and sales in our           basis points due primarily to higher import and
new stores. Comparable store net sales are positively             domestic freight costs during fiscal 2010 compared
affected by our expanded and relocated stores, which              to fiscal 2009.
we include in the calculation, and, to a lesser extent, are
negatively affected when we open new stores or expand         Selling, General and Administrative Expenses.
stores near existing ones.                                    Selling, general and administrative expenses, as a
     The following table summarizes the components            percentage of net sales, decreased to 24.8% for 2010
of the changes in our store count for fiscal years ended      compared to 25.7% for 2009. The decrease is primarily
January 29, 2011 and January 30, 2010.                        due to the following:
                      January 29,         January 30,           • Payroll expenses decreased 45 basis points due to
                         2011                2010                 leveraging associated with the increase in compa-
                                                                  rable store net sales in the current year and lower
New stores                 235                 240                store hourly payroll.
Acquired stores            86                  —                • Depreciation decreased 30 basis points primarily
Expanded or                                                       due to the leveraging associated with the increase
relocated stores           95                  75                 in comparable store net sales in the current year.
                                                                • Store operating costs decreased 20 basis points
Closed stores              (26)               (25)
                                                                  primarily as a result of lower utility costs as a
                                                                  percentage of sales, due to lower rates in the
     Of the 2.9 million selling square foot increase              current year and the leveraging from the compa-
in 2010 approximately 0.4 million was added by                    rable store net sales increase in 2010.
expanding existing stores and 0.7 million was the result
of the acquisition of the Dollar Giant stores.                Operating Income. Operating income margin was
     Gross profit margin was 35.5% in 2010 and 2009.          10.7% in 2010 compared to 9.8% in 2009. Excluding
Excluding the effect of the $26.3 million non-cash            the $26.3 million non-cash adjustment to beginning
beginning inventory adjustment, gross profit margin           inventory, operating income margin was 11.1% due to
increased to 35.9%. This increase was due to the              the reasons discussed above.
following:
  • Occupancy and distribution costs decreased 30             Income Taxes. Our effective tax rate was 36.9% in
    basis points in the current year resulting from the       2010 and 2009.
    leveraging of the comparable store sales increase.
                                                                                        DOLLAR TREE, INC. ♦ 2010 Annual Report 17
     Management’s Discussion And Analysis
     Of Financial Condition And Results Of Operations
     Fiscal year ended January 30, 2010 compared                     • Outbound freight costs decreased 20 basis points in
     to fiscal year ended January 31, 2009                             the current year due primarily to decreased fuel costs.
                                                                     • Occupancy and distribution costs decreased 30
     Net Sales. Net sales increased 12.6%, or $586.3 million,          basis points in the current year resulting from the
     in 2009 compared to 2008, resulting from a 7.2%                   leveraging of the comparable store sales increase.
     increase in comparable store net sales and sales in our
     new stores. Comparable store net sales are positively         Selling, General and Administrative Expenses.
     affected by our expanded and relocated stores, which          Selling, general and administrative expenses, as a
     we include in the calculation, and, to a lesser extent, are   percentage of net sales, decreased to 25.7% for 2009
     negatively affected when we open new stores or expand         compared to 26.4% for 2008. The decrease is primarily
     stores near existing ones.                                    due to the following:
          The following table summarizes the components
                                                                     • Depreciation decreased 40 basis points primarily
     of the changes in our store count for fiscal years ended
                                                                       due to the leveraging associated with the increase
     January 30, 2010 and January 31, 2009.
                                                                       in comparable store net sales in the current year.
                              January 30,       January 31,          • Store operating costs decreased 30 basis points
                                 2010              2009                primarily as a result of lower utility costs as a
                                                                       percentage of sales, due to lower rates in the
     New stores                     240             227                current year and the leveraging from the compa-
     Acquired leases                 —               4                 rable store net sales increase in 2009.
     Expanded or
     relocated stores                75             86             Operating Income. Due to the reasons discussed
                                                                   above, operating income margin was 9.8% in 2009
     Closed stores                  (25)            (51)
                                                                   compared to 7.9% in 2008.
         Of the 2.0 million selling square foot increase           Income Taxes. Our effective tax rate was 36.9% in
     in 2009 approximately 0.3 million was added by                2009 compared to 36.1% in 2008. The higher rate in
     expanding existing stores.                                    the current year was the result of the favorable settle-
         Gross profit margin increased to 35.5% in 2009            ment of several state tax audits in 2008 and a higher
     compared to 34.3% in 2008. The increase was due to            blended state tax rate in 2009.
     the following:
       • Merchandise costs, including inbound freight,
         decreased 80 basis points due primarily to lower
         fuel costs and lower ocean freight rates compared
         to the prior year. Improved initial mark-up in
         many categories during the year was partially offset
         by an increase in the mix of higher cost consumer
         product merchandise during fiscal 2009 compared
         to fiscal 2008.
18 DOLLAR TREE, INC. ♦ 2010 Annual Report
Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
Liquidity and Capital Resources
Our business requires capital to build and open new stores, expand our distribution network and operate existing
stores. Our working capital requirements for existing stores are seasonal and usually reach their peak in September
and October. Historically, we have satisfied our seasonal working capital requirements for existing stores and have
funded our store opening and distribution network expansion programs from internally generated funds and
borrowings under our credit facilities.
    The following table compares cash-flow related information for the years ended January 29, 2011, January 30, 2010
and January 31, 2009:
                                                    Year Ended              Year Ended                Year Ended
(in millions)                                     January 29, 2011       January 30, 2010          January 31, 2009
Net cash provided by (used in):
    Operating activities                           $    518.7             $    581.0               $      403.1
    Investing activities                               (374.1)                (212.5)                    (102.0)
    Financing activities                               (404.3)                (161.3)                      22.7
     Net cash provided by operating activities decreased    from this liquidation of $40.5 million were put into
$62.3 million in 2010 compared to 2009 due to               cash equivalent money market accounts. In 2009,
an increase in cash used to purchase merchandise            we also purchased $27.8 million of short-term invest-
inventories partially offset by increased earnings before   ments. Capital expenditures increased $33.5 million
income taxes, depreciation and amortization in the          in 2009 primarily due to the purchase of our new
current year.                                               distribution center in San Bernardino, CA.
     Net cash provided by operating activities increased         In 2010, net cash used in financing activities
$177.9 million in 2009 compared to 2008 due to              increased $243.0 million as a result of increased share
increased earnings before income taxes, depreciation        repurchases in 2010 and repayments of $13.8 million
and amortization in 2009. Also providing more cash          for debt acquired from Dollar Giant.
at January 30, 2010 was better inventory management              In 2009, net cash used in financing activities
resulting in lower inventory balances per store and         increased $184.0 million as the result of share repur-
higher accounts payable balances due to the timing of       chases in 2009. There were no share repurchases in 2008.
payments and increased incentive compensation accruals.          At January 29, 2011, our long-term borrowings
     Net cash used in investing activities increased        were $266.5 million and our capital lease commit-
$161.6 million in the current year primarily due to         ments were $1.4 million. We also have $121.5 million
short-term investment activity and the Dollar Giant         and $50.0 million Letter of Credit Reimbursement
acquisition. In 2010 we purchased $157.8 million of         and Security Agreements, under which approximately
short-term investments compared to $27.8 million            $106.9 million were committed to letters of credit
in 2009. This was partially offset by an increase in        issued for routine purchases of imported merchandise
proceeds from the sales of short-term investments of        at January 29, 2011.
$10.8 million in the current year.                               On February 20, 2008, we entered into a five-year
     Net cash used in investing activities increased        $550.0 million unsecured Credit Agreement (the
$110.5 million in 2009 primarily due to short-term          Agreement). The Agreement provides for a $300.0
investment activity and increased capital expenditures      million revolving line of credit, including up to $150.0
in 2009. In 2008 we liquidated our short-term invest-       million in available letters of credit, and a $250.0
ments due to market conditions. The net proceeds            million term loan. The interest rate on the Agreement
                                                                                        DOLLAR TREE, INC. ♦ 2010 Annual Report 19
    Management’s Discussion And Analysis
    Of Financial Condition And Results Of Operations
    is based, at our option, on a LIBOR rate, plus a margin,       and there were no amounts outstanding under the
    or an alternate base rate, plus a margin. The revolving        $300.0 million revolving line of credit.
    line of credit also bears a facilities fee, calculated as a         We repurchased approximately 9.3 million shares
    percentage, as defined, of the amount available under          for approximately $414.7 million in fiscal 2010.
    the line of credit, payable quarterly. The term loan           We repurchased approximately 4.3 million shares for
    is due and payable in full at the five year maturity           approximately $193.1 million in fiscal 2009. Less than
    date of the Agreement. The Agreement also bears an             0.1 million of these shares totaling $2.4 million had
    administrative fee payable annually. The Agreement,            not settled as of January 30, 2010 and these amounts
    among other things, requires the maintenance of certain        were accrued in the accompanying consolidated
    specified financial ratios, restricts the payment of certain   balance sheet as of January 30, 2010. We had no share
    distributions and prohibits the incurrence of certain          repurchases in fiscal 2008. At January 29, 2011, we have
    new indebtedness. As of January 29, 2011, the $250.0           approximately $345.9 million remaining under Board
    million term loan is outstanding under the Agreement           authorization.
20 DOLLAR TREE, INC. ♦ 2010 Annual Report
Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
Funding Requirements
Overview
We expect our cash needs for opening new stores and expanding existing stores in fiscal 2011 to total approxi-
mately $144.4 million, which includes capital expenditures, initial inventory and pre-opening costs. Our estimated
capital expenditures for fiscal 2011 are between $215.0 and $225.0 million, including planned expenditures for
our new and expanded stores and the addition of freezers and coolers to approximately 225 stores. We believe that
we can adequately fund our working capital requirements and planned capital expenditures for the next few years
from net cash provided by operations and potential borrowings under our existing credit facility.
    The following tables summarize our material contractual obligations at January 29, 2011, including both on-
and off-balance sheet arrangements, and our commitments, including interest on long-term borrowings (in millions):
Contractual Obligations             Total       2011      2012         2013        2014        2015      Thereafter
Lease Financing
  Operating lease obligations     $ 1,703.4 $ 415.7      $ 365.5    $ 298.0    $ 234.0      $ 161.9      $ 228.3
  Capital lease obligations             1.4     0.9          0.4        0.1       —            —            —
Long-term Borrowings
  Credit Agreement                     250.0    —           —         250.0       —            —            —
  Revenue bond financing                16.5    16.5        —          —          —            —            —
  Interest on long-term borrowings       4.0     1.9         1.9        0.2       —            —            —
    Total obligations              $ 1,975.3 $ 435.0     $ 367.8    $ 548.3    $ 234.0      $ 161.9      $ 228.3
                                               Expiring Expiring Expiring Expiring Expiring
Commitments                         Total      in 2011  in 2012  in 2013  in 2014  in 2015 Thereafter
  Letters of credit and surety bonds $ 122.6
                                          $ 122.6        $ —       $  —        $ —         $  —          $     —
  Freight contracts                 288.8   113.0          113.0      46.7       16.1         —                —
  Technology assets                   5.9     5.9           —         —          —            —                —
    Total commitments             $ 417.3 $ 241.5        $ 113.0    $ 46.7     $ 16.1       $ —          $     —
                                                                                     DOLLAR TREE, INC. ♦ 2010 Annual Report 21
    Management’s Discussion And Analysis
    Of Financial Condition And Results Of Operations
    Lease Financing                                              Interest on Long-term Borrowings. This amount
    Operating Lease Obligations. Our operating lease             represents interest payments on the Credit Agreement
    obligations are primarily for payments under noncan-         and the revenue bond financing using the interest rates
    celable store leases. The commitment includes amounts        for each at January 29, 2011.
    for leases that were signed prior to January 29, 2011 for
    stores that were not yet open on January 29, 2011.           Commitments
                                                                 Letters of Credit and Surety Bonds. We are a
    Long-term Borrowings                                         party to two Letter of Credit Reimbursement and
    Credit Agreement. On February 20, 2008, we                   Security Agreements, one which provides $121.5
    entered into a five-year $550.0 million unsecured            million for letters of credit and one which provides
    Credit Agreement (the Agreement). The Agreement              $50.0 million for letters of credit. Letters of credit are
    provides for a $300.0 million revolving line of credit,      generally issued for the routine purchase of imported
    including up to $150.0 million in available letters of       merchandise and we had approximately $106.9 million
    credit, and a $250.0 million term loan. The interest         of purchases committed under these letters of credit at
    rate on the facility will be based, at our option, on        January 29, 2011.
    a LIBOR rate, plus a margin, or an alternate base                We also have approximately $13.1 million of letters
    rate, plus a margin. The interest rate on the facility       of credit and $2.5 million of surety bonds outstanding
    was 0.76% at January 29, 2011. The revolving line            for our self-insurance programs and certain utility
    of credit also bears a facilities fee, calculated as a       payment obligations at some of our stores.
    percentage, as defined, of the amount available under
    the line of credit, payable quarterly. The term loan         Freight Contracts. We have contracted outbound
    is due and payable in full at the five year maturity         freight services from various carriers with contracts
    date of the Agreement. The Agreement also bears an           expiring through fiscal 2014. The total amount of
    administrative fee payable annually. The Agreement,          these commitments is approximately $288.8 million.
    among other things, requires the maintenance of
    certain specified financial ratios, restricts the payment    Technology Assets. We have commitments totaling
    of certain distributions and prohibits the incurrence of     approximately $5.9 million to primarily purchase store
    certain new indebtedness. As of January 29, 2011, we         technology assets for our stores during 2011.
    had the $250.0 million term loan outstanding under
    the Agreement and no amounts outstanding under the           Derivative Financial Instruments
    $300.0 million revolving line of credit.                     On March 20, 2008, we entered into two $75.0
                                                                 million interest rate swap agreements. These interest
    Revenue Bond Financing. In May 1998, we                      rate swaps are used to manage the risk associated
    entered into an agreement with the Mississippi               with interest rate fluctuations on a portion of our
    Business Finance Corporation under which it issued           $250.0 million variable rate term loan. Under these
    $19.0 million of variable-rate demand revenue bonds.         agreements, we pay interest to financial institutions at
    We used the proceeds from the bonds to finance               a fixed rate of 2.8%. In exchange, the financial institu-
    the acquisition, construction and installation of land,      tions pay us at a variable rate, which approximates the
    buildings, machinery and equipment for our distribu-         variable rate on the debt, excluding the credit spread.
    tion facility in Olive Branch, Mississippi. At January       These swaps qualify for hedge accounting treatment
    29, 2011, the balance outstanding on the bonds was           and expire in March 2011.
    $16.5 million. These bonds are due to be fully repaid             In 2010, we entered into fuel derivative contracts
    in June 2018. The bonds do not have a prepayment             with third parties which included approximately 0.6
    penalty as long as the interest rate remains variable.       million gallons of diesel fuel, or approximately 20%
    The bonds contain a demand provision and, therefore,         of our fuel needs from February 2011 through April
    outstanding amounts are classified as current liabilities.   2011. These derivative contracts do not qualify for
    We pay interest monthly based on a variable interest         hedge accounting and therefore all changes in fair
    rate, which was 0.30% at January 29, 2011.                   value for these derivatives are included in earnings.
22 DOLLAR TREE, INC. ♦ 2010 Annual Report
Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
In March 2011, we entered into fuel derivative              including estimates of future merchandise markdowns
contracts for approximately 2.8 million gallons of          and shrink, which significantly affect the ending
diesel fuel, or approximately 50% of our fuel needs         inventory valuation at cost as well as the resulting gross
from August 2011 through January 2012.                      margins. The averaging required in applying the retail
                                                            inventory method and the estimates of shrink and
Critical Accounting Policies                                markdowns could, under certain circumstances, result
The preparation of financial statements requires the        in costs not being recorded in the proper period.
use of estimates. Certain of our estimates require               We estimate our markdown reserve based on the
a high level of judgment and have the potential to          consideration of a variety of factors, including, but
have a material effect on the financial statements if       not limited to, quantities of slow moving or seasonal,
actual results vary significantly from those estimates.     carryover merchandise on hand, historical markdown
Following is a discussion of the estimates that we          statistics and future merchandising plans. The accuracy
consider critical.                                          of our estimates can be affected by many factors, some
                                                            of which are outside of our control, including changes
Inventory Valuation                                         in economic conditions and consumer buying trends.
As discussed in Note 1 to the Consolidated Financial        Historically, we have not experienced significant
Statements, inventories at the distribution centers are     differences in our estimated reserve for markdowns
stated at the lower of cost or market with cost deter-      compared with actual results.
mined on a weighted-average basis. Cost is assigned to           Our accrual for shrink is based on the actual,
store inventories using the retail inventory method on      historical shrink results of our most recent physical
a weighted-average basis. Under the retail inventory        inventories adjusted, if necessary, for current economic
method, the valuation of inventories at cost and the        conditions and business trends. These estimates are
resulting gross margins are computed by applying a          compared to actual results as physical inventory counts
calculated cost-to-retail ratio to the retail value of      are taken and reconciled to the general ledger. Our
inventories. From our inception and through fiscal          physical inventory counts are generally taken between
2009, we used one inventory pool for this calculation.      January and September of each year; therefore, the
Because of our investments over the years in our            shrink accrual recorded at January 29, 2011 is based
retail technology systems, we were able to refine our       on estimated shrink for most of 2010, including the
estimate of inventory cost under the retail method and      fourth quarter. We have not experienced significant
on January 31, 2010, the first day of fiscal 2010, we       fluctuations in historical shrink rates beyond approxi-
began using approximately 30 inventory pools in our         mately 10-20 basis points in our Dollar Tree stores
retail inventory calculation. As a result of this change,   for the last few years. However, we have sometimes
we recorded a non-recurring, non-cash charge to gross       experienced higher than typical shrink in acquired
profit and a corresponding reduction in inventory, at       stores in the year following an acquisition. We periodi-
cost, of approximately $26.3 million in the first quarter   cally adjust our shrink estimates to address these factors
of 2010. The retail inventory method is an averaging        as they become apparent.
method that has been widely used in the retail industry          Our management believes that our application
and results in valuing inventories at lower of cost or      of the retail inventory method results in an inventory
market when markdowns are taken as a reduction of           valuation that reasonably approximates cost and results
the retail value of inventories on a timely basis.          in carrying inventory at the lower of cost or market
     Inventory valuation methods require certain            each year on a consistent basis.
significant management estimates and judgments,
                                                                                       DOLLAR TREE, INC. ♦ 2010 Annual Report 23
    Management’s Discussion And Analysis
    Of Financial Condition And Results Of Operations
    Accrued Expenses                                              laws, including relevant case law, and assessing whether
    On a monthly basis, we estimate certain expenses in an        it is more likely than not that a tax position will be
    effort to record those expenses in the period incurred.       sustained on examination and, if so, judgment is also
    Our most material estimates include domestic freight          required as to the measurement of the amount of tax
    expenses, self-insurance costs, store-level operating         benefit that will be realized upon settlement with the
    expenses, such as property taxes and utilities, and           taxing authority. Income tax expense is adjusted in the
    certain other expenses, such as legal reserves. Our           period in which new information about a tax position
    freight and store-level operating expenses are esti-          becomes available or the final outcome differs from
    mated based on current activity and historical trends         the amounts recorded. We believe that our liability for
    and results. Our workers’ compensation and general            uncertain tax positions is adequate. For further discus-
    liability insurance accruals are recorded based on            sion of our changes in reserves during 2010, see Note 3
    actuarial valuations which are adjusted at least annu-        of the Consolidated Financial Statements.
    ally based on a review performed by a third-party
    actuary. These actuarial valuations are estimates based       Seasonality and Quarterly Fluctuations
    on our historical loss development factors. Certain           We experience seasonal fluctuations in our net sales,
    other expenses are estimated and recorded in the              comparable store net sales, operating income and net
    periods that management becomes aware of them.                income and expect this trend to continue. Our results
    The related accruals are adjusted as management’s             of operations may also fluctuate significantly as a result
    estimates change. Differences in management’s                 of a variety of factors, including:
    estimates and assumptions could result in an accrual
                                                                    • shifts in the timing of certain holidays, especially
    materially different from the calculated accrual. Our
                                                                      Easter;
    experience has been that some of our estimates are
                                                                    • the timing of new store openings;
    too high and others are too low. Historically, the net
                                                                    • the net sales contributed by new stores;
    total of these differences has not had a material effect
                                                                    • changes in our merchandise mix; and
    on our financial condition or results of operations.
                                                                    • competition.
    Our legal proceedings are described in Note 4 of the
    Consolidated Financial Statements. The outcome
                                                                       Our highest sales periods are the Christmas and
    of litigation, particularly class or collective action
                                                                  Easter seasons. Easter was observed on April 12, 2009,
    lawsuits, is difficult to assess, quantify or predict.
                                                                  April 4, 2010, and will be observed on April 24, 2011.
                                                                  We believe that the later Easter in 2011 could result
    Income Taxes
                                                                  in a $15.0 million increase in sales in the first quarter
    On a quarterly basis, we estimate our required income
                                                                  of 2011 as compared to the first quarter of 2010. We
    tax liability and assess the recoverability of our deferred
                                                                  generally realize a disproportionate amount of our
    tax assets. Our income taxes payable are estimated
                                                                  net sales and of our operating and net income during
    based on enacted tax rates, including estimated
                                                                  the fourth quarter. In anticipation of increased sales
    tax rates in states where our store base is growing,
                                                                  activity during these months, we purchase substantial
    applied to the income expected to be taxed currently.
                                                                  amounts of inventory and hire a significant number of
    Management assesses the recoverability of deferred
                                                                  temporary employees to supplement our continuing
    tax assets based on the availability of carrybacks of
                                                                  store staff. Our operating results, particularly operating
    future deductible amounts and management’s projec-
                                                                  and net income, could suffer if our net sales were below
    tions for future taxable income. We cannot guarantee
                                                                  seasonal norms during the fourth quarter or during
    that we will generate taxable income in future years.
                                                                  the Easter season for any reason, including merchandise
    Historically, we have not experienced significant
                                                                  delivery delays due to receiving or distribution prob-
    differences in our estimates of our tax accrual.
                                                                  lems, consumer sentiment or inclement weather.
         In addition, we have a recorded liability for our
                                                                       Our unaudited results of operations for the eight
    estimate of uncertain tax positions taken or expected
                                                                  most recent quarters are shown in a table in Note 11
    to be taken in our tax returns. Judgment is required
                                                                  of the Consolidated Financial Statements.
    in evaluating the application of federal and state tax
24 DOLLAR TREE, INC. ♦ 2010 Annual Report
Management’s Discussion And Analysis
Of Financial Condition And Results Of Operations
Inflation and Other Economic Factors                          QUANTITATIVE AND QUALITATIVE
Our ability to provide quality merchandise at a               DISCLOSURES ABOUT MARKET RISK
fixed price and on a profitable basis may be subject          We are exposed to various types of market risk in the
to economic factors and influences that we cannot             normal course of our business, including the impact
control. Consumer spending could decline because              of interest rate changes and diesel fuel cost changes.
of economic pressures, including unemployment and             We may enter into interest rate or diesel fuel swaps to
rising fuel prices. Reductions in consumer confidence         manage exposure to interest rate and diesel fuel price
and spending could have an adverse effect on our              changes. We do not enter into derivative instruments
sales. National or international events, including war        for any purpose other than cash flow hedging and we
or terrorism, could lead to disruptions in economies          do not hold derivative instruments for trading purposes.
in the United States or in foreign countries where we
purchase some of our merchandise. These and other             Interest Rate Risk
factors could increase our merchandise costs and other        We use variable-rate debt to finance certain of our
costs that are critical to our operations, such as ship-      operations and capital improvements. These obliga-
ping and wage rates.                                          tions expose us to variability in interest payments due
                                                              to changes in interest rates. If interest rates increase,
Shipping Costs. Currently, trans-Pacific shipping             interest expense increases. Conversely, if interest rates
rates are negotiated with individual freight lines and        decrease, interest expense also decreases. We believe
are subject to fluctuation based on supply and demand         it is beneficial to limit the variability of our interest
for containers and current fuel costs. We can give no         payments.
assurances as to the final actual rates for 2011, as we are         To meet this objective, we entered into deriva-
in the early stages of our negotiations.                      tive instruments in the form of interest rate swaps
                                                              to manage fluctuations in cash flows resulting from
Minimum Wage. In 2007, legislation was enacted                changes in the variable-interest rates on a portion of
that increased the Federal Minimum Wage from $5.15            our $250.0 million term loan. The interest rate swaps
an hour to $7.25 an hour over a two year period with          reduce the interest rate exposure on these variable-rate
the final increase being enacted in July 2009. As a result,   obligations. Under the interest rate swaps, we pay the
our wages increased in 2009 and through the first             bank at a fixed-rate and receive variable-interest at a
half of 2010; however, we partially offset the increase       rate approximating the variable-rate on the obliga-
in payroll costs through increased productivity and           tion, thereby creating the economic equivalent of
continued efficiencies in product flow to our stores.         a fixed-rate obligation. We entered into two $75.0
                                                              million interest rate swap agreements in March 2008
                                                              to manage the risk associated with the interest rate
                                                              fluctuations on a portion of our $250.0 million vari-
                                                              able rate term loan.
                                                                                        DOLLAR TREE, INC. ♦ 2010 Annual Report 25
    Management’s Discussion And Analysis
    Of Financial Condition And Results Of Operations
        The following table summarizes the financial terms of our interest rate swap agreements and the fair value of
    the interest rate swaps at January 29, 2011:
                                                   Receive                                                 Fair Value
    Hedging Instrument                             Variable         Pay Fixed          Expiration          (Liability)
    Two $75.0 million interest rate swaps          LIBOR              2.80%              3/31/11         ($0.6 million)
         Hypothetically, a 1% change in interest rates results   fuel, or approximately 20% of the our fuel needs
    in an approximate $1.5 million change in the amount          from February 2011 through April 2011. Under these
    paid or received under the terms of the interest rate        contracts, we pay the third party a fixed price for diesel
    swap agreement on an annual basis. Due to many               fuel and receive variable diesel fuel prices at amounts
    factors, management is not able to predict the changes       approximating current diesel fuel costs, thereby
    in the fair values of our interest rate swaps. These fair    creating the economic equivalent of a fixed rate
    values are obtained from independent pricing services        obligation. These derivative contracts do not qualify
    reflecting broker market quotes.                             for hedge accounting and therefore all changes in fair
                                                                 value for these derivatives are included in earnings. The
    Diesel Fuel Cost Risk                                        fair value of these contracts at January 29, 2011 was an
    In order to manage fluctuations in cash flows resulting      asset of $0.2 million. In March 2011, we entered into
    from changes in diesel fuel costs, we entered into           fuel derivative contracts for approximately 2.8 million
    fuel derivative contracts with third parties which           gallons of diesel fuel, or approximately 50% of our fuel
    included approximately 0.6 million gallons of diesel         needs from August 2011 through January 2012.
26 DOLLAR TREE, INC. ♦ 2010 Annual Report
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Dollar Tree, Inc.:
We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company)
as of January 29, 2011 and January 30, 2010, and the related consolidated statements of operations, shareholders’
equity and comprehensive income, and cash flows for each of the fiscal years in the three year period ended
January 29, 2011. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of January 29, 2011 and January 30, 2010, and the results of their opera-
tions and their cash flows for each of the years in the three year period ended January 29, 2011, in conformity
with U.S. generally accepted accounting principles.
     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Dollar Tree, Inc.’s internal control over financial reporting as of January 29, 2011, based on criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated March 17, 2011 expressed an unqualified opinion on the
effectiveness of the Company’s internal control over financial reporting.
Norfolk,Virginia
March 17, 2011
                                                                                         DOLLAR TREE, INC. ♦ 2010 Annual Report 27
    Consolidated Statements Of Operations
                                                                     Year Ended         Year Ended         Year Ended
    (in millions, except per share data)                           January 29, 2011   January 30, 2010   January 31, 2009
    Net sales                                                       $ 5,882.4         $ 5,231.2          $ 4,644.9
    Cost of sales, excluding non-cash beginning inventory
      adjustment                                                        3,768.5           3,374.4            3,052.7
    Non-cash beginning inventory adjustment                               26.3              —                  —
              Gross profit                                              2,087.6           1,856.8            1,592.2
    Selling, general and administrative expenses                        1,457.6           1,344.0            1,226.4
              Operating income                                           630.0              512.8             365.8
    Interest expense, net                                                   5.6               5.2                6.7
    Other income, net                                                      (5.5)            —                  —
              Income before income taxes                                 629.9              507.6              359.1
    Provision for income taxes                                           232.6              187.1              129.6
    Net income                                                      $    397.3        $    320.5         $     229.5
    Basic net income per share                                      $       3.13      $       2.39       $       1.69
    Diluted net income per share                                    $       3.10      $       2.37       $       1.69
    See accompanying Notes to Consolidated Financial Statements.
28 DOLLAR TREE, INC. ♦ 2010 Annual Report
Consolidated Balance Sheets
(in millions, except share and per share data)                 January 29, 2011       January 30, 2010
ASSETS
Current assets:
   Cash and cash equivalents                                    $     311.2            $      571.6
   Short-term investments                                            174.8                     27.8
   Merchandise inventories                                           803.1                    679.8
   Deferred tax assets                                                 16.3                     6.2
   Prepaid expenses and other current assets                           27.9                    20.2
        Total current assets                                        1,333.3                 1,305.6
Property, plant and equipment, net                                    741.1                   714.3
Goodwill                                                             173.1                    133.3
Deferred tax assets                                                   38.0                     35.0
Other assets, net                                                     95.0                    101.5
          TOTAL ASSETS                                          $   2,380.5            $    2,289.7
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                           $      16.5            $       17.5
    Accounts payable                                                 261.4                    219.9
    Other current liabilities                                        190.5                    189.9
    Income taxes payable                                              64.4                     48.6
        Total current liabilities                                    532.8                    475.9
Long-term debt, excluding current portion                            250.0                    250.0
Income taxes payable, long-term                                        15.2                    14.4
Other liabilities                                                    123.5                    120.2
        Total liabilities                                            921.5                    860.5
Commitments and contingencies
Shareholders' equity:
      Common stock, par value $0.01. 400,000,000 shares
         authorized, 123,393,816 and 131,284,455 shares
         issued and outstanding at January 29, 2011
         and January 30, 2010, respectively                             1.2                     0.9
     Additional paid-in capital                                       —                       —
     Accumulated other comprehensive income (loss)                     (0.4)                   (2.4)
     Retained earnings                                              1,458.2                 1,430.7
        Total shareholders' equity                                  1,459.0                 1,429.2
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $   2,380.5            $    2,289.7
See accompanying Notes to Consolidated Financial Statements.
                                                                          DOLLAR TREE, INC. ♦ 2010 Annual Report 29
    Consolidated Statements of Shareholders’ Equity and
    Comprehensive Income
    Years Ended January 29, 2011, January 30, 2010, And January 31, 2009
                                                                                                Accumulated
                                                          Common                  Additional       Other
                                                           Stock      Common       Paid-in     Comprehensive       Retained    Shareholders’
    (in millions)                                          Shares      Stock       Capital     Income (Loss)       Earnings       Equity
    Balance at February 2, 2008                             134.7     $   0.9     $ —           $   0.1        $     987.4     $ 988.4
     Net income for the year ended
        January 31, 2009                                     —            —            —            —                229.5          229.5
     Other comprehensive loss, net of
        income tax benefit of $1.7                           —            —            —            (2.7)              —            (2.7)
             Total comprehensive income                                                                                            226.8
     Issuance of stock under Employee Stock
        Purchase Plan                                          0.2        —             3.6         —                  —               3.6
     Exercise of stock options, including
        income tax benefit of $2.3                            1.0         —           20.3           —                —             20.3
     Stock-based compensation, net                            0.2         —           14.1           —                —             14.1
    Balance at January 31, 2009                             136.1         0.9         38.0          (2.6)          1,216.9       1,253.2
     Net income for the year ended
        January 30, 2010                                     —            —            —            —                320.5         320.5
     Other comprehensive income, net of
        income tax expense of $0.1                           —            —            —            0.2                —             0.2
             Total comprehensive income                                                                                            320.7
     Issuance of stock under Employee Stock
        Purchase Plan                                          0.2        —             1.4         —                   3.1            4.5
     Exercise of stock options, including
        income tax benefit of $2.0                             1.1        —             8.7         —                  14.8          23.5
     Repurchase and retirement of shares                      (6.4)       —           (48.9)        —                (144.2)       (193.1)
     Stock-based compensation, net,
        including income tax benefit of $1.9                  0.3         —            0.8           —                19.6          20.4
    Balance at January 30, 2010                             131.3         0.9          —            (2.4)          1,430.7       1,429.2
      Net income for the year ended
         January 29, 2011                                    —            —            —            —                 397.3         397.3
      Other comprehensive income, net of
         income tax benefit of $1.3                          —            —            —            2.0                —              2.0
              Total comprehensive income                                                                                            399.3
      Transfer from additional paid-in capital
         for Common Stock dividend                           —            0.4          (0.4)        —                  —             —
      Payment for fractional shares resulting
         from Common Stock dividend                          —            —            (0.3)        —                  —             (0.3)
      Issuance of stock under Employee Stock
         Purchase Plan                                         0.1        —             4.4         —                  —               4.4
      Exercise of stock options, including
         income tax benefit of $1.9                            0.8         —           17.9         —                  —             17.9
      Repurchase and retirement of shares                     (9.3)       (0.1)       (44.8)        —                (369.8)       (414.7)
      Stock-based compensation, net,
         including tax benefit of $5.9                         0.5        —           23.2          —                  —             23.2
    Balance at January 29, 2011                            123.4      $   1.2     $     —       $ (0.4)        $1,458.2        $1,459.0
    See accompanying Notes to Consolidated Financial Statements.
30 DOLLAR TREE, INC. ♦ 2010 Annual Report
Consolidated Statements of Cash Flows
                                                                         Year Ended      Year Ended        Year Ended
                                                                         January 29,     January 30,       January 31,
(in millions)                                                               2011            2010              2009
Cash flows from operating activities:
  Net income                                                             $ 397.3          $ 320.5           $ 229.5
  Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                                         159.7            157.8             161.7
       Provision for deferred income taxes                                    (14.4)           (0.6)             17.0
       Stock-based compensation expense                                       28.3             21.7              16.7
       Non-cash adjustment to beginning inventory                             26.3             —                 —
       Other non-cash adjustments to net income                                 5.0             6.8               7.9
       Changes in assets and liabilities increasing
          (decreasing) cash and cash equivalents:
            Merchandise inventories                                          (126.7)           (4.0)           (34.6)
            Other assets                                                        2.0             5.8             27.3
            Accounts payable                                                  28.1             27.0              (7.5)
            Income taxes payable                                               15.2             2.0            (36.8)
            Other current liabilities                                          (9.2)           30.5               6.1
            Other liabilities                                                   7.1            13.5             15.8
               Net cash provided by operating activities                     518.7            581.0            403.1
Cash flows from investing activities:
 Capital expenditures                                                        (178.7)         (164.8)          (131.3)
 Purchase of short-term investments                                          (157.8)          (27.8)           (34.7)
 Proceeds from sale of short-term investments                                  10.8             —               75.2
 Purchase of restricted investments                                           (50.9)           (37.3)          (29.0)
 Proceeds from sale of restricted investments                                 52.1              17.4            18.2
 Acquisition of Dollar Giant, net of cash acquired of $1.9 million            (49.4)            —               —
 Acquisition of favorable lease rights                                         (0.2)            —               (0.4)
             Net cash used in investing activities                           (374.1)         (212.5)          (102.0)
Cash flows from financing activities:
 Principal payments under long-term debt and capital lease obligations        (15.1)           (0.4)              (1.2)
 Payments for share repurchases                                              (417.1)         (190.7)             —
 Proceeds from stock issued pursuant to stock-based compensation plans        20.1             25.9              21.6
 Tax benefit of exercises/vesting of equity-based compensation                  7.8             3.9                2.3
             Net cash provided by (used in) financing activities             (404.3)         (161.3)             22.7
Effect of exchange rate changes on cash and cash equivalents                   (0.7)           —                 —
Net increase (decrease) in cash and cash equivalents                         (260.4)          207.2            323.8
Cash and cash equivalents at beginning of year                               571.6          364.4              40.6
Cash and cash equivalents at end of year                                 $ 311.2          $ 571.6           $ 364.4
Supplemental disclosure of cash flow information:
 Cash paid for:
      Interest                                                           $      6.5       $   7.1           $   9.7
      Income taxes                                                       $ 223.7          $ 183.5           $ 140.4
See accompanying Notes to Consolidated Financial Statements.
                                                                                       DOLLAR TREE, INC. ♦ 2010 Annual Report 31
     Notes to Consolidated Financial Statements
     NOTE 1—SUMMARY OF SIGNIFICANT                                sell similar products and services, use similar processes
     ACCOUNTING POLICIES                                          to sell those products and services, and sell their products
     Description of Business                                      and services to similar classes of customers. The amounts
     Dollar Tree, Inc. (the Company) is the leading operator      of long-lived assets and net sales outside of the U.S.
     of discount variety retail stores offering merchandise at    were not significant for any of the periods presented.
     the fixed price of $1.00 or less and operated 4,101
     discount variety retail stores in the United States and      Fiscal Year
     Canada at January 29, 2011. Below are those accounting       The Company’s fiscal year ends on the Saturday closest
     policies considered by the Company to be significant.        to January 31. Any reference herein to “2010” or
                                                                  “Fiscal 2010,” “2009” or “Fiscal 2009,” and “2008” or
     Principles of Consolidation                                  “Fiscal 2008,” relates to as of or for the years ended
     The consolidated financial statements include the            January 29, 2011, January 30, 2010, and January 31,
     financial statements of Dollar Tree, Inc., and its wholly    2009, respectively.
     owned subsidiaries. All significant intercompany
     balances and transactions have been eliminated in            Use of Estimates
     consolidation.                                               The preparation of financial statements in conformity
                                                                  with U.S. generally accepted accounting principles
     Foreign Currency                                             requires management to make estimates and assump-
     The functional currencies of the Company’s interna-          tions that affect the reported amounts of assets and
     tional subsidiaries are primarily the local currencies       liabilities and disclosures of contingent assets and
     of the countries in which the subsidiaries are located.      liabilities at the date of the consolidated financial
     Foreign currency denominated assets and liabilities are      statements and the reported amounts of revenues and
     translated into U.S. dollars using the exchange rates in     expenses during the reporting period. Actual results
     effect at the consolidated balance sheet date. Results       could differ from those estimates.
     of operations and cash flows are translated using the
     average exchange rates throughout the period. The            Cash and Cash Equivalents
     effect of exchange rate fluctuations on translation of       Cash and cash equivalents at January 29, 2011 and
     assets and liabilities is included as a component of         January 30, 2010 includes $271.4 million and $506.8
     shareholders’ equity in accumulated other compre-            million, respectively, of investments primarily in money
     hensive income (loss). Gains and losses from foreign         market securities which are valued at cost, which
     currency transactions, which are included in non-            approximates fair value. For purposes of the consoli-
     operating income (expense), have not been significant.       dated statements of cash flows, the Company considers
                                                                  all highly liquid debt instruments with original matur-
     Stock Dividend                                               ities of three months or less to be cash equivalents. The
     On May 26, 2010, the Company’s Board of Directors            majority of payments due from financial institutions
     approved a 3-for-2 stock split in the form of a 50%          for the settlement of debit card and credit card transac-
     common stock dividend. New shares were distributed           tions process within three business days, and therefore
     on June 24, 2010 to shareholders of record as of the         are classified as cash and cash equivalents.
     close of business on June 10, 2010. As a result, all share
     and per share data in these consolidated financial state-    Short-Term Investments
     ments and accompanying notes have been retroactively         The Company’s short-term investments at January 29,
     adjusted to reflect these dividends, each having the         2011 and January 30, 2010 were $174.8 million and $27.8
     effect of a 3-for-2 stock split.                             million, respectively. These investments consisted
                                                                  primarily of government-sponsored municipal bonds.
     Segment Information                                          These investments were classified as available for sale and
     The Company’s retail stores represent a single oper-         were recorded at fair value, which approximates cost. The
     ating segment based on the way the Company                   government-sponsored municipal bonds can be converted
     manages its business. Operating decisions are made at        into cash on the dates that the interest rates for these
     the Company level in order to maintain a consistent          bonds reset, which is typically weekly or monthly,
     retail store presentation. The Company’s retail stores       depending on terms of the underlying agreement.
32 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
Merchandise Inventories                                       Goodwill
Merchandise inventories at the Company’s distribu-            Goodwill is not amortized, but rather tested for
tion centers are stated at the lower of cost or market,       impairment at least annually. In addition, goodwill will
determined on a weighted average cost basis. Cost is          be tested on an interim basis if an event or circum-
assigned to store inventories using the retail inventory      stance indicates that it is more likely than not that an
method on a weighted-average basis. Under the retail          impairment loss has been incurred. The Company
inventory method, the valuation of inventories at             performed its annual impairment testing in November
cost and the resulting gross margins are computed by          2010 and determined that no impairment loss existed.
applying a calculated cost-to-retail ratio to the retail
value of inventories. From our inception through fiscal       Other Assets, Net
2009, the Company used one inventory pool for this            Other assets, net consists primarily of restricted invest-
calculation. Because of investments over the years in         ments and intangible assets. Restricted investments were
retail technology systems, the Company has been able          $72.1 million and $78.4 million at January 29, 2011
to refine the estimate of inventory cost under the retail     and January 30, 2010, respectively and were purchased
method. On January 31, 2010, the first day of fiscal          to collateralize long-term insurance obligations.
2010, the Company began using approximately thirty            These investments consist primarily of government-
inventory pools in its retail inventory calculation.          sponsored municipal bonds, similar to the Company’s
As a result of this change, the Company recorded a            short-term investments and money market securities.
non-recurring, non-cash charge to gross profit and            These investments are classified as available for sale
a corresponding reduction in inventory, at cost, of           and are recorded at fair value, which approximates
approximately $26.3 million in the first quarter of           cost. Intangible assets primarily include favorable lease
2010. This was a prospective change and did not have          rights with finite useful lives and are amortized over
any effect on prior periods. This change in estimate          their respective estimated useful lives.
to include thirty inventory pools in the retail method
calculation is preferable to using one pool in the            Impairment of Long-Lived Assets and
calculation as it gives the Company a more accurate           Long-Lived Assets to Be Disposed Of
estimate of cost of store level inventories.                  The Company reviews its long-lived assets and certain
     Costs directly associated with warehousing and           identifiable intangible assets for impairment whenever
distribution are capitalized as merchandise inventories.      events or changes in circumstances indicate that the
Total warehousing and distribution costs capitalized into     carrying amount of an asset may not be recover-
inventory amounted to $30.8 million and $27.4 million         able. Recoverability of assets to be held and used is
at January 29, 2011 and January 30, 2010, respectively.       measured by comparing the carrying amount of an
                                                              asset to future net undiscounted cash flows expected to
Property, Plant and Equipment                                 be generated by the asset. If such assets are considered
Property, plant and equipment are stated at cost and          to be impaired, the impairment to be recognized
depreciated using the straight-line method over the           is measured as the amount by which the carrying
estimated useful lives of the respective assets as follows:   amount of the assets exceeds the fair value of the
Buildings                                   39 to 40 years    assets based on discounted cash flows or other readily
Furniture, fixtures and equipment            3 to 15 years    available evidence of fair value, if any. Assets to be
                                                              disposed of are reported at the lower of the carrying
Leasehold improvements and assets held under capital          amount or fair value less costs to sell. In fiscal 2010,
leases are amortized over the estimated useful lives of the   2009 and 2008, the Company recorded charges of $1.1
respective assets or the committed terms of the related       million, $1.3 million and $1.2 million, respectively, to
leases, whichever is shorter. Amortization is included        write down certain assets. These charges are recorded
in “selling, general and administrative expenses” in the      as a component of “selling, general and administrative
accompanying consolidated statements of operations.           expenses” in the accompanying consolidated state-
     Costs incurred related to software developed for         ments of operations.
internal use are capitalized and amortized generally
over three years.
                                                                                         DOLLAR TREE, INC. ♦ 2010 Annual Report 33
    Notes to Consolidated Financial Statements
    Financial Instruments                                       for identical assets or liabilities (level 1 measurement)
    The Company utilizes derivative financial instruments       and the lowest priority to unobservable inputs (level
    to reduce its exposure to market risks from changes         3 measurements). The three levels of the fair value
    in interest rates and diesel fuel costs. By entering into   hierarchy are as follows:
    receive-variable, pay-fixed interest rate and diesel fuel
                                                                Level 1 - Quoted prices in active markets for identical
    swaps, the Company limits its exposure to changes
                                                                          assets or liabilities;
    in variable interest rates and diesel fuel prices. The
                                                                Level 2 - Quoted prices for similar instruments in
    Company is exposed to credit-related losses in the
                                                                          active markets; quoted prices for identical or
    event of non-performance by the counterparty to
                                                                          similar instruments in markets that are not
    these instruments but minimizes this risk by entering
                                                                          active; and
    into transactions with high quality counterparties.
                                                                Level 3 - Unobservable inputs in which there is little or
    Interest rate or diesel fuel cost differentials paid or
                                                                          no market data which require the reporting
    received on the swaps are recognized as adjustments
                                                                          entity to develop its own assumptions.
    to interest and freight expense, respectively, in the
    period earned or incurred. The Company formally
                                                                     The Company’s cash and cash equivalents, short-
    documents all hedging relationships, if applicable, and
                                                                term investments, restricted investments and interest
    assesses hedge effectiveness both at inception and on
                                                                rate and diesel fuel swaps represent the financial
    an ongoing basis. The interest rate swaps that qualify
                                                                assets and liabilities that were accounted for at fair
    for hedge accounting are recorded at fair value in the
                                                                value on a recurring basis as of January 29, 2011. As
    accompanying consolidated balance sheets as a compo-
                                                                required, financial assets and liabilities are classified
    nent of “other liabilities”. Changes in the fair value of
                                                                in their entirety based on the lowest level of input
    these interest rate swaps are recorded in “accumulated
                                                                that is significant to the fair value measurement.
    other comprehensive loss”, net of tax, in the accom-
                                                                The Company’s assessment of the significance of a
    panying consolidated balance sheets. The Company
                                                                particular input to the fair value measurement requires
    entered into diesel fuel swaps in the fourth quarter of
                                                                judgment, and may affect the valuation of fair value
    2009 that do not qualify for hedge accounting. The
                                                                assets and liabilities and their placement within the fair
    fair values of these diesel fuel swaps are recorded in
                                                                value hierarchy levels. The fair value of the Company’s
    the accompanying consolidated balance sheets as a
                                                                cash and cash equivalents, short-term investments
    component of “other current assets”.
                                                                and restricted investments was $311.2 million, $174.8
                                                                million and $72.1 million, respectively at January 29,
    Fair Value Measurements
                                                                2011. These fair values were determined using Level
    In 2008, the Financial Accounting Standards Board
                                                                1 measurements in the fair value hierarchy. The fair
    (FASB) released new guidance which delayed the
                                                                value of the interest rate swap as of January 29, 2011
    effective date to value all non-financial assets and
                                                                was a liability of $0.6 million, while the fair value of
    non-financial liabilities, except those that are recog-
                                                                the diesel fuel swap was an asset of $0.2 million as
    nized or disclosed at fair value on a recurring basis (at
                                                                of January 29, 2011. These fair values were estimated
    least annually) until 2009. The adoption of the new
                                                                using Level 2 measurements in the fair value hierarchy.
    guidance did not have a significant impact on the
                                                                These estimates used discounted cash flow calculations
    Consolidated Financial Statements.
                                                                based upon forward interest-rate yield and diesel cost
         Fair value is defined as an exit price, representing
                                                                curves. The curves were obtained from independent
    the amount that would be received to sell an asset or
                                                                pricing services reflecting broker market quotes.
    paid to transfer a liability in an orderly transaction
                                                                     The carrying value of the Company’s long-term
    between market participants. As such, fair value is a
                                                                debt approximates its fair value because the debt’s
    market-based measurement that should be determined
                                                                interest rate varies with market interest rates.
    based on assumptions that market participants would
                                                                     Certain assets and liabilities are measured at fair
    use in pricing an asset or liability. As a basis for
                                                                value on a nonrecurring basis; that is, the assets and
    considering such assumptions, a fair value hierarchy
                                                                liabilities are not measured at fair value on an ongoing
    has been established that prioritizes the inputs used
                                                                basis but are subject to fair value adjustments in
    to measure fair value. The hierarchy gives the highest
                                                                certain circumstances (e.g., when there is evidence of
    priority to unadjusted quoted prices in active markets
34 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
impairment). The Company recorded an impairment               costs approximated $11.1 million, $8.3 million and
charge of $1.1 million in fiscal 2010 to reduce certain       $6.6 million for the years ended January 29, 2011,
store assets to their estimated fair value. The fair values   January 30, 2010, and January 31, 2009, respectively.
were determined based on the income approach, in
which the Company utilized internal cash flow projec-         Income Taxes
tions over the life of the underlying lease agreements        Income taxes are accounted for under the asset and
discounted based on a risk-free rate of return. These         liability method. Deferred tax assets and liabilities are
measures of fair value, and related inputs, are consid-       recognized for the future tax consequences attributable
ered a level 3 approach under the fair value hierarchy.       to differences between financial statement carrying
There were no other changes related to level 3 assets.        amounts of existing assets and liabilities and their
                                                              respective tax bases. Deferred tax assets and liabilities are
Lease Accounting                                              measured using enacted tax rates expected to apply to
The Company leases all of its retail locations under          taxable income in the years in which those temporary
operating leases. The Company recognizes minimum              differences are expected to be recovered or settled. The
rent expense starting when possession of the property         effect on deferred tax assets and liabilities of a change
is taken from the landlord, which normally includes           in tax rates is recognized in income in the period that
a construction period prior to store opening. When a          includes the enactment date of such change.
lease contains a predetermined fixed escalation of the             The Company includes interest and penalties in
minimum rent, the Company recognizes the related              the provision for income tax expense and income
rent expense on a straight-line basis and records the         taxes payable. The Company does not provide for any
difference between the recognized rental expense and          penalties associated with tax contingencies unless they
the amounts payable under the lease as deferred rent.         are considered probable of assessment.
The Company also receives tenant allowances, which
are recorded in deferred rent and are amortized as a          Stock-Based Compensation
reduction of rent expense over the term of the lease.         The Company recognizes all share-based payments to
                                                              employees, including grants of employee stock options,
Revenue Recognition                                           in the financial statements based on their fair values.
The Company recognizes sales revenue at the time a            Total stock-based compensation expense for 2010,
sale is made to its customer.                                 2009 and 2008 was $27.9 million, $21.7 million and
                                                              $16.7 million, respectively.
Taxes Collected                                                    The Company recognizes expense related to the
The Company reports taxes assessed by a governmental          fair value of stock options and restricted stock units
authority that are directly imposed on revenue-               (RSUs) over the requisite service period on a straight-
producing transactions (i.e., sales tax) on a net (excluded   line basis. The fair value of stock option grants is
from revenues) basis.                                         estimated on the date of grant using the Black-Scholes
                                                              option pricing model. The fair value of the RSUs is
Cost of Sales                                                 determined using the closing price of the Company’s
The Company includes the cost of merchandise, ware-           common stock on the date of grant.
housing and distribution costs, and certain occupancy
costs in cost of sales.                                       Net Income Per Share
                                                              Basic net income per share has been computed by
Pre-Opening Costs                                             dividing net income by the weighted average number
The Company expenses pre-opening costs for new,               of shares outstanding. Diluted net income per share
expanded and relocated stores, as incurred.                   reflects the potential dilution that could occur
                                                              assuming the inclusion of dilutive potential shares
Advertising Costs                                             and has been computed by dividing net income by
The Company expenses advertising costs as they are            the weighted average number of shares and dilutive
incurred and they are included in “selling, general           potential shares outstanding. Dilutive potential shares
and administrative expenses” on the accompanying              include all outstanding stock options and unvested
consolidated statements of operations. Advertising            restricted stock after applying the treasury stock method.
                                                                                          DOLLAR TREE, INC. ♦ 2010 Annual Report 35
    Notes to Consolidated Financial Statements
    NOTE 2—BALANCE SHEET COMPONENTS
    Property, Plant and Equipment, Net
    Property, plant and equipment, net, as of January 29, 2011 and January 30, 2010 consists of the following:
    (in millions)                                                   January 29, 2011             January 30, 2010
    Land                                                              $      35.1                 $     29.4
    Buildings                                                              192.3                       180.2
    Leasehold improvements                                                 706.3                       634.2
    Furniture, fixtures and equipment                                      980.9                       895.5
    Construction in progress                                                 30.8                       55.5
       Total property, plant and equipment                                1,945.4                    1,794.8
    Less: accumulated depreciation                                        1,204.3                    1,080.5
       Total property, plant and equipment, net                       $     741.1                 $    714.3
       Depreciation expense was $159.7 million, $157.8 million and $161.1 million for the years ended January 29,
    2011, January 30, 2010, and January 31, 2009, respectively.
    Other Current Liabilities
    Other current liabilities as of January 29, 2011 and January 30, 2010 consist of accrued expenses for the following:
    (in millions)                                                   January 29, 2011             January 30, 2010
    Compensation and benefits                                         $      76.5                 $     71.3
    Taxes (other than income taxes)                                          21.2                       26.7
    Insurance                                                                29.7                       27.4
    Other                                                                    63.1                       64.5
       Total other current liabilities                                $    190.5                  $    189.9
    Other Long-Term Liabilities
    Other long-term liabilities as of January 29, 2011 and January 30, 2010 consist of the following:
    (in millions)                                                   January 29, 2011             January 30, 2010
    Deferred rent                                                     $      73.0                 $     69.3
    Insurance                                                                39.9                       38.5
    Other                                                                    10.6                       12.4
       Total other long-term liabilities                              $    123.5                  $    120.2
36 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
NOTE 3—INCOME TAXES
Total income taxes were allocated as follows:
                                                             Year Ended       Year Ended                 Year Ended
(in millions)                                             January 29, 2011 January 30, 2010           January 31, 2009
Income from continuing operations                           $ 232.6          $ 187.1                    $ 129.6
Accumulated other comprehensive income(loss)
   marking derivative financial instruments to fair value          1.3             0.1                         (1.7)
Stockholders' equity, tax benefit on exercises/vesting
   of equity-based compensation                                   (7.8)           (3.9)                       (2.3)
                                                            $ 226.1          $ 183.3                    $    125.6
The provision for income taxes consists of the following:
                                                            Year Ended             Year Ended             Year Ended
(in millions)                                             January 29, 2011      January 30, 2010      January 31, 2009
Federal - current                                            $   215.7            $ 160.2               $     91.9
State - current                                                    31.3                27.5                   20.7
   Total current                                                 247.0                187.7                  112.6
Federal - deferred                                                (10.0)               (0.4)                  15.4
State - deferred                                                   (4.4)               (0.2)                   1.6
   Total deferred                                                 (14.4)               (0.6)                  17.0
Provision for income taxes                                   $   232.6            $ 187.1               $ 129.6
    Included in current tax expense for the years ended January 29, 2011, January 30, 2010 and January 31, 2009,
are amounts related to changes in uncertain tax positions associated with temporary differences.
A reconciliation of the statutory federal income tax rate and the effective rate follows:
                                                            Year Ended             Year Ended            Year Ended
                                                          January 29, 2011      January 30, 2010      January 31, 2009
Statutory tax rate                                               35.0%               35.0%                 35.0%
  Effect of:
    State and local income taxes, net of federal
        income tax benefit                                        3.4                  3.3                    3.0
    Other, net                                                    (1.5)               (1.4)                  (1.9)
Effective tax rate                                               36.9%                36.9%                  36.1%
    The rate reduction in “other, net” consists primarily of benefits from the resolution of tax uncertainties, interest
on tax reserves, federal jobs credits and tax-exempt interest.
                                                                                         DOLLAR TREE, INC. ♦ 2010 Annual Report 37
    Notes to Consolidated Financial Statements
         Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
    assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax
    assets and liabilities are classified on the accompanying consolidated balance sheets based on the classification of the
    underlying asset or liability. Significant components of the Company’s net deferred tax assets (liabilities) follow:
    (in millions)                                                      January 29, 2011              January 30, 2010
    Deferred tax assets:
       Deferred rent                                                      $    31.4                    $    23.0
       Accrued expenses                                                        25.4                         24.8
       Property and equipment                                                   —                            4.3
       State tax net operating losses and credit carryforwards,
          net of federal benefit                                                6.4                          6.7
       Accrued compensation expense                                            22.5                         22.2
       Other                                                                     1.9                         2.0
         Total deferred tax assets                                             87.6                         83.0
       Valuation allowance                                                      (4.8)                       (6.1)
         Deferred tax assets, net                                              82.8                         76.9
    Deferred tax liabilities:
       Property and equipment                                                   (4.6)                        —
       Goodwill                                                               (15.8)                        (15.1)
       Prepaid expenses                                                         (3.8)                        (7.0)
       Inventory                                                                (4.3)                       (13.6)
         Total deferred tax liabilities                                       (28.5)                        (35.7)
    Net deferred tax asset                                                $    54.3                    $     41.2
38 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
      A valuation allowance of $4.8 million, net of               During fiscal 2010, the Company accrued potential
Federal tax benefits, has been provided principally for       interest of $0.7 million, related to these unrecognized
certain state credit carryforwards and net operating loss     tax benefits. No potential penalties were accrued during
carryforwards. In assessing the realizability of deferred     2010 related to the unrecognized tax benefits. As of
tax assets, the Company considers whether it is more          January 29, 2011, the Company has recorded a liability
likely than not that some portion or all of the deferred      for potential penalties and interest of $0.1 million and
taxes will not be realized. Based upon the availability of    $3.7 million, respectively.
carrybacks of future deductible amounts to the past two           It is possible that state tax reserves will be reduced for
years’ taxable income and the Company’s projections           audit settlements and statute expirations within the next
for future taxable income over the periods in which the       12 months. At this point it is not possible to estimate a
deferred tax assets are deductible, the Company believes      range associated with the resolution of these audits.
it is more likely than not the remaining existing
deductible temporary differences will reverse during          NOTE 4—COMMITMENTS AND
periods in which carrybacks are available or in which         CONTINGENCIES
the Company generates net taxable income.                     Operating Lease Commitments
      The company is participating in the Internal            Future minimum lease payments under noncancelable
Revenue Service (“IRS”) Compliance Assurance                  store operating leases are as follows:
Program (“CAP”) for the 2010 tax year and will
participate for 2011. This program accelerates the                                                            (in millions)
examination of key transactions with the goal of              2011                                              $ 415.7
resolving any issues before the tax return is filed. Our      2012                                                  365.5
federal tax returns have been examined and all issues         2013                                                  298.0
have been settled through our fiscal 2009 tax year. In        2014                                                  234.0
addition, several states completed their examination          2015                                                  161.9
during fiscal 2010. In general, fiscal years 2007 and
                                                              Thereafter                                            228.3
forward are within the statute of limitations for state
tax purposes. The statute of limitations is still open           Total minimum lease payments                   $ 1,703.4
prior to 2007 for some states.
      The balance for unrecognized tax benefits at                 The above future minimum lease payments
January 29, 2011, was $15.2 million. The total amount         include amounts for leases that were signed prior to
of unrecognized tax benefits at January 29, 2011, that,       January 29, 2011 for stores that were not open as of
if recognized, would affect the effective tax rate was        January 29, 2011.
$10.1 million (net of the federal tax benefit). The                Minimum rental payments for operating leases
following is a reconciliation of the Company’s total          do not include contingent rentals that may be paid
gross unrecognized tax benefits for the year ended            under certain store leases based on a percentage of
January 29, 2011:                                             sales in excess of stipulated amounts. Future minimum
                                              (in millions)   lease payments have not been reduced by expected
                                                              future minimum sublease rentals of $1.8 million under
Balance at January 30, 2010                     $ 14.4
                                                              operating leases.
   Additions, based on tax positions
      related to current year                        0.7
   Additions for tax positions of
      prior years                                    1.0
   Reductions for tax positions of
      prior years                                   (0.1)
   Settlements                                      (0.4)
   Lapses in statute of limitations                 (0.4)
Balance at January 29, 2011                     $ 15.2
                                                                                          DOLLAR TREE, INC. ♦ 2010 Annual Report 39
    Notes to Consolidated Financial Statements
    Minimum and Contingent Rentals
    Rental expense for store and distribution center operating leases (including payments to related parties) included
    in the accompanying consolidated statements of operations are as follows:
                                                                       Year Ended           Year Ended           Year Ended
    (in millions)                                                    January 29, 2011    January 30, 2010     January 31, 2009
    Minimum rentals                                                   $   381.5            $ 349.9              $ 323.9
    Contingent rentals                                                      1.4                  1.0                 (0.3)
    Related Parties                                                    Surety Bonds
    The Company leases properties for six of its stores                The Company has issued various surety bonds that
    from partnerships owned by related parties. The total              primarily serve as collateral for utility payments
    rental payments related to these leases were $0.5                  at the Company’s stores. The total amount of the
    million for each of the years ended January 29, 2011,              commitment is approximately $2.5 million, which is
    January 30, 2010, and January 31, 2009, respectively.              committed through various dates through fiscal 2012.
    Total future commitments under related party leases
    are $2.5 million.                                                  Contingencies
                                                                       In 2006, a former store manager filed a collective action
    Freight Services                                                   against the Company in Alabama federal court. She
    The Company has contracted outbound freight                        claims that she and other store managers should have
    services from various contract carriers with contracts             been classified as non-exempt employees under the Fair
    expiring through fiscal 2014. The total amount of                  Labor Standards Act and received overtime compensa-
    these commitments is approximately $288.8 million, of              tion. The Court preliminarily allowed nationwide
    which approximately $113.0 million is committed in                 (except California) notice to be sent to all store managers
    2011 and in 2012, $46.7 million is committed in 2013               employed for the three years immediately preceding
    and $16.1 million is committed in 2014.                            the filing of the suit. Approximately 265 individuals are
                                                                       included in the collective action. The Court on its own
    Technology Assets                                                  motion continued the case from its previously scheduled
    The Company has commitments totaling approximately                 July 2010 trial date. The Company’s motion to decertify
    $5.9 million to purchase primarily store technology                the collective action has been dismissed without
    assets for its stores during 2011.                                 prejudice to refile at a later date. Additional discovery,
                                                                       pursuant to the Court’s direction, is presently ongoing.
    Letters of Credit                                                  There is no scheduled trial date. The Company will
    The Company is a party to two Letter of Credit                     continue to vigorously defend itself in this matter.
    Reimbursement and Security Agreements providing                         In 2007, two store managers filed a class action
    $121.5 million and $50.0 million, respectively for                 against the Company in California federal court,
    letters of credit. Letters of credit under both of                 claiming they and other California store managers
    these agreements are generally issued for the routine              should have been classified as non-exempt employees
    purchase of imported merchandise and approximately                 under California and federal law. The Court has
    $106.9 million was committed to these letters of                   allowed notice to be sent to all California store
    credit at January 29, 2011. As discussed in Note 5, the            managers employed since December 12, 2004, and a
    Company also has $150.0 million of available letters               class of approximately 184 individuals remains. The
    of credit included in the $550.0 million Unsecured                 Company filed a motion to decertify the class which
    Credit Agreement (the Agreement) entered into in                   was both granted and denied in part. The current
    2008. As of January 29, 2011, there were no letters of             class was redefined by the Court in its ruling which
    credit committed under the Agreement.                              resulted in a significant reduction in the number of
         The Company also has approximately $13.1 million              class members. The Court on its own continued a
    in stand-by letters of credit that serve as collateral for its     previously scheduled March 2011 trial date. A pretrial
    self-insurance programs and expire in fiscal 2011.                 conference has been set for June 2011 at which time
40 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
a new trial date will be established. It is anticipated      U.S. Court of Appeals for the Fourth Circuit. It is
the case will go to trial in calendar year 2011. The         anticipated the Court will hand down a decision in 2011.
Company is vigorously defending itself in this matter.            In 2010, two former assistant store managers filed
     In 2008, the Company was sued under the Equal           a collective action against the Company in a Florida
Pay Act in Alabama federal court by two female store         federal court. Their amended claim is that they were
managers alleging that they and other female store           required to work off the clock without compensa-
managers were paid less than male store managers.            tion in violation of the Fair Labor Standards Act.
Among other things, they seek monetary damages and           An additional 22 party plaintiffs have joined the suit.
back pay. The Court ordered that notice be sent to           The Company’s motion to transfer venue to the U.S.
potential plaintiffs and there are now approximately 363     District Court for the Eastern District of Virginia was
opt-in plaintiffs. The Company expects that the Court        recently overruled without prejudice pending future
will rule upon a motion by the Company to decertify          case developments. There is no trial date. The Company
the collective action later in 2011. In October 2009,        will continue to vigorously defend itself in this matter.
34 plaintiffs, most of whom are opt-in plaintiffs in the          The Company does not believe that any of these
Alabama action, filed a new class action Complaint           matters will, individually or in the aggregate, have
in a federal court in Virginia, alleging gender pay          a material adverse effect on its business or financial
and promotion discrimination under Title VII. On             condition. The Company cannot give assurance,
March 11, 2010, the case was dismissed with prejudice.       however, that one or more of these lawsuits will not
Plaintiffs then filed a motion requesting the Court to       have a material adverse effect on its results of opera-
alter, amend and vacate its dismissal Order which the        tions for the period in which they are resolved.
trial Court denied. Plaintiffs have filed an appeal to the
NOTE 5—LONG-TERM DEBT
Long-term debt at January 29, 2011 and January 30, 2010 consists of the following:
(in millions)                                                    January 29, 2011               January 30, 2010
$550.0 million Unsecured Credit Agreement, interest
   payable monthly at LIBOR, plus 0.50%, which was
   0.76% at January 29, 2011, principal payable upon
   expiration of the facility in February 2013                    $      250.0                  $       250.0
Demand Revenue Bonds, interest payable monthly at
   a variable rate which was 0.30% at January 29, 2011,
   principal payable on demand, maturing June 2018                        16.5                           17.5
Total long-term debt                                              $     266.5                   $       267.5
     Less current portion                                                 16.5                           17.5
Long-term debt, excluding current portion                         $      250.0                  $       250.0
Maturities of long-term debt are as follows: 2011 – $16.5 million and 2013 – $250.0 million.
Unsecured Credit Agreement                                   payable in full at the five year maturity date of the
In 2008, the Company entered into the Agreement              Agreement. The Agreement also bears an administra-
which provides for a $300.0 million revolving line           tive fee payable annually. The Agreement, among other
of credit, including up to $150.0 million in available       things, requires the maintenance of certain specified
letters of credit, and a $250.0 million term loan. The       financial ratios, restricts the payment of certain distri-
interest rate on the facility is based, at the Company’s     butions and prohibits the incurrence of certain new
option, on a LIBOR rate, plus a margin, or an alternate      indebtedness. As of January 29, 2011, the Company
base rate, plus a margin. The revolving line of credit       had the $250.0 million term loan outstanding under
also bears a facilities fee, calculated as a percentage,     the Agreement and no amounts outstanding under the
as defined, of the amount available under the line of        $300.0 million revolving line of credit.
credit, payable quarterly. The term loan is due and
                                                                                        DOLLAR TREE, INC. ♦ 2010 Annual Report 41
    Notes to Consolidated Financial Statements
    Demand Revenue Bonds                                         credit spread. These swaps qualify for hedge accounting
    In 1998, the Company entered into an unsecured               treatment and expire in March 2011. The fair value
    Loan Agreement with the Mississippi Business Finance         of these swaps as of January 29, 2011 was a liability of
    Corporation (MBFC) under which the MBFC issued               $0.6 million.
    Taxable Variable Rate Demand Revenue Bonds (the                   In order to manage fluctuations in cash flows
    Bonds) in an aggregate principal amount of $19.0             resulting from changes in diesel fuel costs, the
    million to finance the acquisition, construction, and        Company entered into fuel derivative contracts with
    installation of land, buildings, machinery and equip-        third parties in 2009 and 2010 for 2.1 million gallons
    ment for the Company’s distribution facility in Olive        of diesel fuel, or approximately 65% of the Company’s
    Branch, Mississippi. The Bonds do not contain a              fuel needs from November 2010 through January
    prepayment penalty as long as the interest rate remains      2011 and approximately 0.6 million gallons of diesel
    variable. The Bonds contain a demand provision and,          fuel, or approximately 20% of the Company’s fuel
    therefore, are classified as current liabilities.            needs from February 2011 through April 2011. Under
                                                                 these contracts, the Company pays the third party a
    NOTE 6—DERIVATIVE FINANCIAL                                  fixed price for diesel fuel and receives variable diesel
    INSTRUMENTS                                                  fuel prices at amounts approximating current diesel
    Hedging Derivatives                                          fuel costs, thereby creating the economic equivalent
         In 2008, the Company entered into two $75.0             of a fixed-rate obligation. These derivative contracts
    million interest rate swap agreements. These interest        do not qualify for hedge accounting and therefore all
    rate swaps are used to manage the risk associated            changes in fair value for these derivatives are included
    with interest rate fluctuations on a portion of the          in earnings. The fair value of these contracts at January
    Company’s variable rate debt. Under these agreements,        29, 2011 was an asset of $0.2 million. In March 2011,
    the Company pays interest to financial institutions          the Company entered into fuel derivative contracts
    at a fixed rate of 2.8%. In exchange, the financial          for approximately 2.8 million gallons of diesel fuel, or
    institutions pay the Company at a variable rate, which       approximately 50% of the Company’s fuel needs from
    equals the variable rate on the debt, excluding the          August 2011 through January 2012.
    NOTE 7—SHAREHOLDERS’ EQUITY
    Preferred Stock
    The Company is authorized to issue 10,000,000 shares of Preferred Stock, $0.01 par value per share. No preferred
    shares are issued and outstanding at January 29, 2011 and January 30, 2010.
    Net Income Per Share
    The following table sets forth the calculation of basic and diluted net income per share:
                                                                 Year Ended          Year Ended           Year Ended
    (in millions, except per share data)                       January 29, 2011   January 30, 2010     January 31, 2009
    Basic net income per share:
       Net income                                                $ 397.3             $ 320.5             $ 229.5
       Weighted average number of shares outstanding                 127.1             134.1               135.4
       Basic net income per share                                $    3.13           $ 2.39              $ 1.69
    Diluted net income per share:
       Net income                                                $ 397.3             $ 320.5             $ 229.5
       Weighted average number of shares outstanding                 127.1             134.1               135.4
       Dilutive effect of stock options and restricted stock
         (as determined by applying the treasury stock
         method)                                                       0.9                 0.9                  0.7
       Weighted average number of shares and dilutive
         potential shares outstanding                                128.0               135.0                136.1
       Diluted net income per share                              $    3.10           $    2.37            $    1.69
42 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
    At January 29, 2011 substantially all of the stock    NOTE 8—EMPLOYEE BENEFIT PLANS
options outstanding were included in the calculation      Profit Sharing and 401(k) Retirement Plan
of the weighted average number of shares and dilutive     The Company maintains a defined contribution
potential shares outstanding. At January 30, 2010 and     profit sharing and 401(k) plan which is available to all
January 31, 2009, less than 0.1 million and 0.7 million   employees over 21 years of age who have completed
stock options, respectively are not included in the       one year of service in which they have worked at least
calculation of the weighted average number of shares      1,000 hours. Eligible employees may make elective
and dilutive potential shares outstanding because their   salary deferrals. The Company may make contributions
effects would be anti-dilutive.                           at its discretion.
                                                               Contributions to and reimbursements by the
Share Repurchase Programs                                 Company of expenses of the plan included in the
The Company repurchased approximately 4.3 million         accompanying consolidated statements of operations
shares for approximately $214.7 million in fiscal 2010.   were as follows:
The Company repurchased approximately 6.4 million         Year Ended January 29, 2011                   $35.1 million
shares for approximately $193.1 million in fiscal 2009.   Year Ended January 30, 2010                     30.4 million
The Company had no share repurchases in fiscal 2008.      Year Ended January 31, 2009                     21.6 million
At January 29, 2011, the Company had approximately
$345.9 million remaining under Board authorization.            Eligible employees hired prior to January 1, 2007
     On March 19, 2010, the Company entered into          are immediately vested in the Company’s profit sharing
an agreement to repurchase $200.0 million of the          contributions. Eligible employees hired on or subse-
Company’s common shares under an Accelerated Share        quent to January 1, 2007 vest in the Company’s profit
Repurchase Agreement (ASR). The entire $200.0             sharing contributions based on the following schedule:
million was subject to a “collar” agreement. Under
this agreement, the Company initially received 4.6            •   20% after two years of service
million shares through March 31, 2010, representing           •   40% after three years of service
the minimum number of shares to be received based             •   60% after four years of service
on a calculation using the “cap” or high-end of the           •   100% after five years of service
price range of the collar. The maximum number
of shares that could have been received under the         All eligible employees are immediately vested in any
agreement was 5.2 million. The number of shares was       Company match contributions under the 401(k)
determined based on the weighted average market           portion of the plan.
price of the Company’s common stock, less a discount,
during a specified period of time. The repurchase         Deferred Compensation Plan
period ranged from one and one-half to four months        The Company has a deferred compensation plan which
following the two week maximum hedge completion           provides certain officers and executives the ability
period. The ASR concluded on August 6, 2010 and the       to defer a portion of their base compensation and
weighted average market price through August 6, 2010      bonuses and invest their deferred amounts. The plan
as defined in the “collared” agreement was $41.41.        is a nonqualified plan and the Company may make
Therefore, on August 6, 2010, the Company received        discretionary contributions. The deferred amounts and
an additional 0.4 million shares under the “collared”     earnings thereon are payable to participants, or desig-
agreement resulting in 5.0 million total shares being     nated beneficiaries, at specified future dates, or upon
repurchased under the ASR.                                retirement or death. Total cumulative participant defer-
                                                          rals were approximately $2.8 million and $1.8 million,
                                                          respectively, at January 29, 2011 and January 30, 2010,
                                                          and are included in “other liabilities” on the accom-
                                                          panying consolidated balance sheets. The related assets
                                                          are included in “other assets, net” on the accompanying
                                                          consolidated balance sheets. The Company did not
                                                          make any discretionary contributions in the years ended
                                                          January 29, 2011, January 30, 2010, or January 31, 2009.
                                                                                      DOLLAR TREE, INC. ♦ 2010 Annual Report 43
    Notes to Consolidated Financial Statements
    NOTE 9—STOCK-BASED COMPENSATION                            appreciation rights are exercisable, the holder may
    PLANS                                                      surrender all or a portion of the unexercised stock
        At January 29, 2011, the Company has eight             appreciation right and receive in exchange an amount
    stock-based compensation plans. Each plan and the          equal to the excess of the fair market value at the date
    accounting method are described below.                     of exercise over the fair market value at the date of the
                                                               grant. No stock appreciation rights have been granted
    Fixed Stock Option Compensation Plans                      to date.
    Under the Non-Qualified Stock Option Plan (SOP),                 Any restricted stock or RSUs awarded are subject
    the Company granted options to its employees for           to certain general restrictions. The restricted stock
    1,570,896 shares of Common Stock in 1993 and               shares or units may not be sold, transferred, pledged or
    1,572,434 shares in 1994. Options granted under the        disposed of until the restrictions on the shares or units
    SOP have an exercise price of $0.57 and are fully          have lapsed or have been removed under the provi-
    vested at the date of grant.                               sions of the plan. In addition, if a holder of restricted
         Under the 1995 Stock Incentive Plan (SIP), the        shares or units ceases to be employed by the Company,
    Company granted options to its employees for the           any shares or units in which the restrictions have not
    purchase of up to 18.9 million shares of Common            lapsed will be forfeited.
    Stock. The exercise price of each option equaled the             The 2003 Non-Employee Director Stock Option
    market price of the Company’s stock at the date of         Plan (NEDP) provides non-qualified stock options to
    grant, unless a higher price was established by the        non-employee members of the Company’s Board of
    Board of Directors, and an option’s maximum term           Directors. The stock options are functionally equiva-
    is 10 years. Options granted under the SIP gener-          lent to such options issued under the EIP discussed
    ally vested over a three-year period. This plan was        above. The exercise price of each stock option granted
    terminated on July 1, 2003 and replaced with the           equals the closing market price of the Company’s
    Company’s 2003 Equity Incentive Plan (EIP).                stock on the date of grant. The options generally vest
         Under the EIP, the Company may grant up to            immediately.
    9.0 million shares of its Common Stock, plus any                 The 2003 Director Deferred Compensation Plan
    shares available for future awards under the SIP, to the   permits any of the Company’s directors who receive
    Company’s employees, including executive officers          a retainer or other fees for Board or Board committee
    and independent contractors. The EIP permits the           service to defer all or a portion of such fees until a
    Company to grant equity awards in the form of stock        future date, at which time they may be paid in cash
    options, stock appreciation rights and restricted stock.   or shares of the Company’s common stock, or receive
    The exercise price of each stock option granted equals     all or a portion of such fees in non-statutory stock
    the market price of the Company’s stock at the date        options. Deferred fees that are paid out in cash will
    of grant. The options generally vest over a three-year     earn interest at the 30-year Treasury Bond Rate. If
    period and have a maximum term of 10 years.                a director elects to be paid in common stock, the
         The Executive Officer Equity Incentive Plan           number of shares will be determined by dividing the
    (EOEP) is available only to the Chief Executive            deferred fee amount by the closing market price of a
    Officer and certain other executive officers. These        share of the Company’s common stock on the date of
    officers no longer receive awards under the EIP. The       deferral. The number of options issued to a director
    EOEP allows the Company to grant the same type of          will equal the deferred fee amount divided by 33% of
    equity awards as does the EIP. These awards generally      the price of a share of the Company’s common stock.
    vest over a three-year period, with a maximum term of      The exercise price will equal the fair market value of
    10 years.                                                  the Company’s common stock at the date the option
         Stock appreciation rights may be awarded alone        is issued. The options are fully vested when issued and
    or in tandem with stock options. When the stock            have a term of 10 years.
44 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
Restricted Stock                                                The following table summarizes the status of
     The Company granted 0.6 million, 0.6 million and       RSUs as of January 29, 2011, and changes during the
0.5 million service-based RSUs, net of forfeitures in       year then ended:
2010, 2009 and 2008, respectively, from the EIP and the                                              Weighted
EOEP to the Company’s employees and officers. The fair                                               Average
value of all of these RSUs is being expensed ratably over                                             Grant
the three-year vesting periods, or a shorter period based                                            Date Fair
on the retirement eligibility of the grantee. The fair                                      Shares    Value
value was determined using the Company’s closing stock      Nonvested at January 30, 2010 1,445,172  $ 24.86
price on the date of grant. The Company recognized          Granted                         827,925    40.07
$17.3 million, $12.8 million and $9.5 million of expense    Vested                         (792,489)   24.07
related to these RSUs during 2010, 2009 and 2008. As of
                                                            Forfeited                       (35,847)    31.05
January 29, 2011, there was approximately $23.1 million
of total unrecognized compensation expense related to       Nonvested at January 29, 2011 1,444,761  $ 33.88
these RSUs which is expected to be recognized over a
weighted-average period of 22 months.                           In connection with the vesting of RSUs in 2010,
     In 2010, the Company granted 0.2 million RSUs          2009 and 2008, certain employees elected to receive
from the EIP and the EOEP to certain officers of the        shares net of minimum statutory tax withholding
Company, contingent on the Company meeting certain          amounts which totaled $11.1 million, $4.8 million
performance targets in 2010 and future service of these     and $2.6 million, respectively. The total fair value of
officers through fiscal 2011. The Company met these         the restricted shares vested during the years ended
performance targets in fiscal 2010; therefore, the fair     January 29, 2011, January 30, 2010 and January 31,
value of these RSUs of $7.8 million is being expensed       2009 was $19.1 million, $9.6 million and $8.0 million,
over the service period. The Company recognized             respectively.
$4.8 million of expense on these RSUs in 2010. The
fair value of these RSUs was determined using the           Stock Options
Company’s closing stock price on the grant date.            In 2010 and 2009, the Company granted less than
     In 2009, the Company granted 0.2 million RSUs          0.1 million service-based stock options from the
from the EIP and the EOEP to certain officers of            EIP, EOP and the NEDP, respectively. In 2008, the
the Company, contingent on the Company meeting              Company granted a total of 0.8 million service-based
certain performance targets in 2009 and future service      stock options from these plans. The fair value of all
of these officers through fiscal 2010. The Company          of these options is being expensed ratably over the
met these performance targets in fiscal 2009; therefore,    three-year vesting periods, or a shorter period based
the fair value of these RSUs of $6.4 million is being       on the retirement eligibility of the grantee. All options
expensed over the service period. The Company               granted to directors vest immediately and are expensed
recognized $2.6 million and $2.7 million of expense         on the grant date. During 2010, 2009 and 2008, the
on these RSUs in 2010 and 2009. The fair value of           Company recognized $2.3 million, $3.7 million and
these RSUs was determined using the Company’s               $4.7 million, respectively of expense related to service-
closing stock price on the grant date.                      based stock option grants. As of January 29, 2011, there
     In 2008, the Company granted 0.1 million RSUs          was approximately $1.3 million of total unrecognized
from the EIP and the EOEP to certain officers of            compensation expense related to these stock options
the Company, contingent on the Company meeting              which is expected to be recognized over a weighted
certain performance targets in 2008 and future service      average period of five months.
of these officers through fiscal 2009. The Company              In 2008, the Company granted 0.1 million stock
met these performance targets in fiscal 2008; therefore,    options from the EIP and the EOEP to certain officers
the fair value of these RSUs of $2.3 million was            of the Company, contingent on the Company meeting
expensed over the service period. The Company               certain performance targets in 2008 and future service
recognized $1.1 million and $1.2 million of expense         of these officers through fiscal 2009. The Company
on these RSUs in 2009 and 2008, respectively. The           met these performance targets in fiscal 2008; therefore,
fair value of these RSUs was determined using the           the fair value of these stock options of $1.0 million
Company’s closing stock price on the grant date.            was expensed over the service period. The Company
                                                                                      DOLLAR TREE, INC. ♦ 2010 Annual Report 45
    Notes to Consolidated Financial Statements
    recognized $0.5 million of expense on these stock              the grant date. The weighted average assumptions used
    options in 2009 and in 2008. The fair value of these           in the Black-Scholes option pricing model for grants
    stock options was determined using the Company’s               in 2008 are as follows. The 2010 and 2009 amounts are
    closing stock price on the grant date.                         immaterial.
        The fair value of each option grant was estimated
    on the date of grant using the Black-Scholes option-                                                     Fiscal 2008
    pricing model. The expected term of the awards                 Expected term in years                        6.0
    granted was calculated using the “simplified method”           Expected volatility                          45.7%
    in accordance with Staff Accounting Bulletin No.               Annual dividend yield                         —
    107. Expected volatility is derived from an analysis of        Risk free interest rate                      2.8%
    the historical and implied volatility of the Company’s         Weighted average fair value of
    publicly traded stock. The risk free rate is based on the       options granted during the period             $8.97
    U.S. Treasury rates on the grant date with maturity
                                                                   Options granted                               837.440
    dates approximating the expected life of the option on
    The following tables summarize the Company’s various option plans and information about options outstanding
    at January 29, 2011 and changes during the year then ended.
                                                         Stock Option Activity
                                                                                 January 29, 2011
                                                                            Weighted         Weighted
                                                                             Average          Average         Aggregate
                                                                            Per Share        Remaining      Intrinsic Value
                                                              Shares      Exercise Price       Term           (in millions)
    Outstanding, beginning of period                       1,840,259       $ 19.34
    Granted                                                   10,462          46.52
    Exercised                                               (798,098)         20.04
    Forfeited                                                (30,552)         16.37
    Outstanding, end of period                             1,022,071       $ 19.16                4.6        $     19.6
    Options vested and expected to vest
      at January 29, 2011                                   1,022,071      $ 19.16                4.6        $     19.6
    Options exercisable at end of period                      791,177      $ 18.80                3.8        $     25.5
                                                            Options Outstanding                   Options Exercisable
                                           Options       Weighted        Weighted             Options         Weighted
                                         Outstanding      Average         Average           Exercisable        Average
                                        at January 29,   Remaining        Exercise         at January 29,      Exercise
    Range of Exercise Prices                  2011     Contractual Life    Price                 2011            Price
    $0.57                                      1,555        N/A          $    0.57                1,555        $    0.57
    $0.58 to $14.18                         199,305          1.9             13.12             199,305             13.12
    $14.19 to $19.86                        486,314          5.2             17.55              321,171            17.39
    $19.87 to $29.04                         318,910         5.0            24.35              253,159             23.74
    $29.05 to $32.24                           5,525         8.8            32.22                 5,525            32.22
    $32.25 to $56.08                          10,462         9.6            46.52                10,462            46.52
    $0.57 to $56.08                       1,022,071          4.6         $ 19.16               791,177         $ 18.80
        The intrinsic value of options exercised during 2010, 2009 and 2008 was approximately $16.0 million,
    $11.0 million and $7.2 million, respectively.
46 DOLLAR TREE, INC. ♦ 2010 Annual Report
Notes to Consolidated Financial Statements
Employee Stock Purchase Plan                              NOTE 10 – ACQUISITION
Under the Dollar Tree, Inc. Employee Stock Purchase       On November 15, 2010, the Company completed its
Plan (ESPP), the Company is authorized to issue           acquisition of 86 Dollar Giant stores, located in the
up to 2,639,063 shares of common stock to eligible        Canadian provinces of British Columbia, Ontario,
employees. Under the terms of the ESPP, employees can     Alberta and Saskatchewan. These stores offer a wide
choose to have up to 10% of their annual base earnings    assortment of quality general merchandise, contem-
withheld to purchase the Company’s common stock.          porary seasonal goods and everyday consumables, all
The purchase price of the stock is 85% of the lower of    priced at $1.25 (CAD) or less. This is the Company’s
the price at the beginning or the end of the quarterly    first expansion of its retail operations outside of the
offering period. Under the ESPP, the Company has sold     United States and provides the Company with a
2,135,177 shares as of January 29, 2011.                  proven management team and distribution network
    The fair value of the employees’ purchase rights is   as well as additional potential store growth in a new
estimated on the date of grant using the Black-Scholes    market.
option-pricing model with the following weighted               The Company paid approximately $51.3 million
average assumptions:                                      including the assumption of certain liabilities. The
                                                          results of Dollar Giant store operations are included in
                         Fiscal    Fiscal   Fiscal        the Company’s financial statements since the acquisi-
                         2010      2009     2008          tion date and did not have a significant impact on the
Expected term           3 months 3 months 3 months        Company’s operating results in 2010. This acquisition
Expected volatility       13.2%    17.4%    25.6%         is immaterial to the Company’s operations as a whole
Annual dividend yield       —        —        —           and therefore no proforma disclosure of financial
Risk free interest rate    0.1%    1.8%     3.8%          information has been presented. The following table
                                                          summarizes the preliminary allocation of the purchase
                                                          price to the fair value of the assets acquired and
    The weighted average per share fair value of those
                                                          liabilities assumed based on the exchange rate in effect
purchase rights granted in 2010, 2009 and 2008 was
                                                          at the date of purchase.
$6.59, $5.19 and $3.93, respectively. Total expense
recognized for these purchase rights was $0.9 million,
$0.9 million and $0.8 million in 2010, 2009 and 2008,     (in millions)
respectively.                                             Cash                                            $   1.9
                                                          Inventory                                          22.8
                                                          Other current assets                                3.4
                                                          Property and equipment                             10.1
                                                          Goodwill                                           39.5
                                                          Other intangibles                                   3.9
                                                          Debt                                              (13.8)
                                                          Accounts payable and accrued liabilities          (16.5)
                                                                                                          $ 51.3
                                                               Goodwill related to this acquisition is presented
                                                          in the consolidated balance sheet at the exchange rate
                                                          in effect at January 29, 2011; however, the opening
                                                          balance sheet and resulting goodwill and acquired
                                                          intangible assets are recorded based on the exchange
                                                          rate in effect at the acquisition date.
                                                                                    DOLLAR TREE, INC. ♦ 2010 Annual Report 47
    Notes to Consolidated Financial Statements
    NOTE 11—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
    The following table sets forth certain items from the Company’s unaudited consolidated statements of operations
    for each quarter of fiscal year 2010 and 2009. The unaudited information has been prepared on the same basis
    as the audited consolidated financial statements appearing elsewhere in this report and includes all adjustments,
    consisting only of normal recurring adjustments, which management considers necessary for a fair presentation
    of the financial data shown. The operating results for any quarter are not necessarily indicative of results for a full
    year or for any future period.
                                                                   First         Second         Third          Fourth
                                                                  Quarter(1)     Quarter       Quarter         Quarter
    Fiscal 2010:
       Net sales                                                  $1,352.6      $ 1,377.9     $1,426.6        $ 1,725.3
       Gross profit                                               $ 450.2       $ 483.5       $ 506.0         $   647.9
       Operating income                                           $   102.6     $   127.8     $   140.9       $   258.7
       Net income                                                 $    63.6     $    78.0     $    93.2       $ 162.5
       Diluted net income per share                               $    0.49     $    0.61     $    0.73       $    1.29
       Stores open at end of quarter                                  3,874         3,925         4,009           4,101
       Comparable store net sales change                                6.5%          6.7%          8.7%             3.9%
    Fiscal 2009:
      Net sales                                                   $ 1,201.1     $ 1,222.8     $ 1,248.7        $ 1,558.6
      Gross profit                                                $ 415.4       $ 421.8       $ 441.2          $ 578.4
      Operating income                                            $    97.6     $    89.2     $ 107.6          $ 218.4
      Net income                                                  $    60.4     $    56.9     $    68.2        $ 135.0
      Diluted net income per share                                $    0.44     $    0.42     $    0.51        $    1.01
      Stores open at end of quarter                                   3,667         3,717         3,803            3,806
      Comparable store net sales change                                  9.2%         6.8%           6.5%             6.6%
    (1) Easter was observed on April 4, 2010 and April 12, 2009
48 DOLLAR TREE, INC. ♦ 2010 Annual Report
Board of Directors                                  Stock Listing
Macon F. Brock, Jr., Chairman                       Dollar Tree’s common stock is listed on
Arnold S. Barron                                    the NASDAQ Global Select Market. The
Mary Anne Citrino                                   Company’s common stock has been listed on
H. Ray Compton                                      NASDAQ under the symbol “DLTR” since our
Conrad M. Hall                                      initial public offering on March 6, 1995.
Lemuel E. Lewis
                                                    The following table gives the high and low sales prices of our
J. Douglas Perry, Chairman Emeritus
                                                    common stock for the fiscal years 2010 and 2009, restated to
Bob Sasser
                                                    reflect a 3-for-2 stock split effected as a stock dividend in
Thomas A. Saunders III, Lead Independent Director
                                                    June 2010.
Thomas E. Whiddon
Carl P. Zeithaml
                                                    Stock Price
                                                                                        HIGH        LOW
Officers
Bob Sasser,                                         2010
                                                    First Quarter                 $41.79       $31.33
President and Chief Executive Officer
                                                    Second Quarter                 45.12        38.40
James E. Fothergill,
                                                    Third Quarter                  52.62        40.60
Chief People Officer
                                                    Fourth Quarter                 57.99        50.09
Allan Goldman,
Senior Vice President, Deal$ Stores                 2009
James A. Gorry, III,                                First Quarter                 $30.22        $21.96
General Counsel and Corporate Secretary             Second Quarter                 31.52         27.05
Raymond K. Hamilton,                                Third Quarter                  34.48         29.33
Chief Information Officer                           Fourth Quarter                 34.80         30.51
Gary M. Philbin,
Chief Operating Officer                             Annual Meeting
Robert H. Rudman,                                   You are cordially invited to attend our Annual Meeting of
Chief Merchandising Officer                         Shareholders, which will be held at 10:00 a.m. Eastern Time
Kevin S. Wampler,                                   on Thursday, June 16, 2011, at The Founders Inn, 5641 Indian
                                                    River Road,Virginia Beach,VA 23464.
Chief Financial Officer
Stephen W. White,
Chief Logistics Officer
                                                    Fiscal 2011 Earnings Release Calendar*
                                                    First quarter, May 19
                                                    Second quarter, August 18
Transfer Agent                                      Third quarter, November 17
Computershare                                       Fourth quarter, February 22, 2012
P.O. Box 43078                                      *Dates are subject to change.
Providence, RI 02940
Tel: 800-622-6757                                   Investors’ Inquiries
                                                    Requests for interim and annual reports, Forms 10-K, or more
Legal Counsel                                       information should be directed to:
Williams Mullen
999 Waterside Drive                                 Investor Relations
Suite 1700                                          Dollar Tree, Inc.
Norfolk,VA 23510                                    500 Volvo Parkway
                                                    Chesapeake,VA 23320
Independent Registered                              (757) 321-5000
Public Accounting Firm
                                                    Or from the Investor Relations section of our Company web
KPMG LLP
                                                    site: www.DollarTreeinfo.com
440 Monticello Avenue
Suite 1900
Norfolk,VA 23510
500 Volvo Parkway • Chesapeake, Virginia 23320 • Phone (757) 321-5000
                       www.DollarTree.com