(X)	Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

(  )	Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Virginia		26-2018846
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Yes (X)

No (  )

Yes (X)

No (  )

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

Yes (  )

No (X)

		Page
Item 1.	Financial Statements:
	Unaudited Condensed Consolidated Income Statements for the 13 weeks Ended April 30, 2011 and May 1, 2010	3
	Unaudited Condensed Consolidated Balance Sheets as of April 30, 2011, January 29, 2011 and May 1, 2010	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the 13 Weeks Ended April 30, 2011 and May 1, 2010	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	14

Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Removed and Reserved	15
Item 5.	Other Information	15
Item 6.	Exhibits	16
	Signatures	17

 

		13 Weeks Ended
		April 30,				May 1,
(In millions, except per share data)		2011				2010
Net sales		$	1,545.9			$	1,352.6
Cost of sales, excluding non-cash
beginning inventory adjustment			1,005.1				876.1
Non-cash beginning inventory adjustment			-				26.3
Gross profit			540.8				450.2
Selling, general and administrative
expenses			379.1				347.6
Operating income			161.7				102.6
Interest expense, net			0.9				1.4
Other income, net			(0.7	)			(0.9	)
Income before income taxes			161.5				102.1
Provision for income taxes			60.5				38.5
Net income		$	101.0			$	63.6
Net income per share:
Basic		$	0.82			$	0.49
Diluted		$	0.82			$	0.49

 

		April 30,				January 29,				May 1,
(In millions)		2011				2011				2010
ASSETS
Current assets:
Cash and cash equivalents		$	371.3			$	311.2			$	338.6
Short-term investments			139.0				174.8				51.5
Merchandise inventories			771.2				803.1				707.7
Other current assets			44.0				44.2				47.0
Total current assets			1,325.5				1,333.3				1,144.8
Property, plant and equipment, net			760.2				741.1				719.4
Goodwill			175.0				173.1				133.3
Deferred tax assets			25.1				38.0				43.5
Other assets, net			95.5				95.0				101.7
Total Assets		$	2,381.3			$	2,380.5			$	2,142.7
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt		$	16.5			$	16.5			$	17.5
Accounts payable			276.0				261.4				258.6
Other current liabilities			170.6				190.5				154.4
Income taxes payable			41.6				64.4				37.7
Total current liabilities			504.7				532.8				468.2
Long-term debt, exluding current portion			250.0				250.0				250.0
Income taxes payable, excluding current portion			15.4				15.2				15.0
Other liabilities			124.5				123.5				116.5
Total liabilities			894.6				921.5				849.7
Commitments and contingencies
Shareholders' equity			1,486.7				1,459.0				1,293.0
Total Liabilities and Shareholders' Equity		$	2,381.3			$	2,380.5			$	2,142.7
Common shares outstanding			122.3				123.4				127.2

		13 Weeks Ended
		April 30,				May 1,
(In millions)		2011				2010
Cash flows from operating activities:
Net income		$	101.0			$	63.6
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization			39.2				39.3
Other non-cash adjustments to net income			23.8				26.3
Changes in operating assets and liabilities			(7.7	)			(93.4	)
Net cash provided by operating activities			156.3				35.8
Cash flows from investing activities:
Capital expenditures			(58.3	)			(45.1	)
Purchase of short-term investments			(6.0	)			(29.0	)
Proceeds from sales of short-term investments			41.8				5.4
Purchase of restricted investments			-				(36.4	)
Proceeds from sales of restricted investments			-				36.4
Other			0.4				-
Net cash used in investing activities			(22.1	)			(68.7	)
Cash flows from financing actvities:
Payments for share repurchases			(88.6	)			(220.8	)
Proceeds from stock issued pursuant to stock-based
compensation plan			3.9				13.3
Tax benefit of stock-based compensation			9.8				7.5
Other			(0.1	)			(0.1	)
Net cash used in financing activities			(75.0	)			(200.1	)
Effect of exchange rate changes on cash and cash equivalents			0.9				-
Net increase(decrease) in cash and cash equivalents			60.1				(233.0	)
Cash and cash equivalents at beginning of period			311.2				571.6
Cash and cash equivalents at end of period		$	371.3			$	338.6
Supplemental disclosure of cash flow information:
Cash paid for:
Interest		$	1.4			$	1.6
Income taxes		$	59.5			$	49.4

 

		13 Weeks Ended
		April 30,				May 1,
(In millions, except per share data)		2011				2010
Basic net income per share:
Net income		$	101.0			$	63.6
Weighted average number of
shares outstanding			122.6				129.3
Basic net income per share		$	0.82			$	0.49
Diluted net income per share:
Net income		$	101.0			$	63.6
Weighted average number of
shares outstanding			122.6				129.3
Dilutive effect of stock options and
restricted stock units (as determined
by applying the treasury stock method)			0.9				1.0
Weighted average number of shares and
dilutive potential shares outstanding			123.5				130.3
Diluted net income per share		$	0.82			$	0.49

		13 Weeks Ended
		April 30,				May 1,
(In millions)		2011				2010
Net income		$	101.0			$	63.6
Foreign currency translation adjustments		$	4.9			$	-
Fair value adjustment-derivative cash
flow hedging instrument,  net of tax			0.4				0.5
Total comprehensive income		$	106.3			$	64.1

 

 

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

·	costs of pending and possible future legal claims;

·	the average size of our stores and their performance compared with other store sizes;

·	the effect of the continued shift in merchandise mix to include more consumables and the continued roll-out of frozen and refrigerated merchandise on gross profit margin and sales;

·	the possible effect of the current economic downturn, inflation and other economic changes on our costs and profitability, including future changes in domestic and foreign freight costs, shipping rates, fuel costs and wage and benefit costs;

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

·	the future reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China and Hong Kong.

·	Our profitability is vulnerable to cost increases.

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

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

·	We could encounter disruptions or additional costs in obtaining and distributing merchandise.

·	We may be unable to expand our square footage as profitably as planned.

·	Sales below our expectations during peak seasons may cause our operating results to suffer materially.

·	Our sales and profits rely on imported merchandise, which may increase in cost or become unavailable.

·	A downturn in economic conditions could adversely affect our sales.

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

·	Pressure from competitors may reduce our sales and profits.

·	Certain provisions in our Articles of Incorporation and Bylaws could delay or discourage a takeover attempt that may be in a shareholder’s best interest.

·	Merchandise costs, including freight, increased approximately 30 basis points in the quarter due to higher freight costs compared to the prior year quarter resulting from higher ocean freight rates and diesel fuel costs partially offset by improved initial merchandise mark-on.

·	Occupancy and distribution costs decreased approximately 15 basis points in the current year quarter resulting from the leveraging of the comparable store net sales increase.

 
 

·	Payroll-related expenses decreased approximately 75 basis points due primarily to the leverage associated with the comparable store sales increase and lower health insurance costs in the current quarter.

·	Depreciation decreased approximately 35 basis points and store operating costs decreased approximately 15 basis points primarily due to the leveraging associated with the increase in comparable store net sales in the current quarter.

														Approximate
										Total number				dollar value of
										of shares				shares that may
										purchased as				yet be purchased
		Total number				Average				part of publicly				under the plans
		of shares				price paid				announced plans				or programs
Period		purchased				per share				or programs				(in millions)
January 31, 2011 to February 26, 2011			402,000			$	50.52				402,000			$	325.6
February 27, 2011 to April 2, 2011			1,250,800				51.54				1,250,800				261.2
April 3, 2011 to April 30, 2011			67,000				56.73				67,000				257.4
Total			1,719,800			$	51.50				1,719,800			$	257.4

 

 

3.1	Articles of Incorporation of Dollar Tree, Inc. (as amended, effective June 17, 2010) (Exhibit 3.1 to the Company’s June 17, 2010 Current Report on Form 8-K, incorporated herein by this reference)
3.2	Bylaws of Dollar Tree, Inc., as amended (Exhibit 3.1 to the Company’s June 17, 2010 Current Report on Form 8-K, incorporated herein by this reference)
4.1	Form of Common Stock Certificate (Exhibit 4.1 to the Company’s March 13, 2008 Current Report on Form 8-K, incorporated herein by this reference)
10.1	Description of Dollar Tree, Inc. Management Incentive Compensation Plan (filed herewith)
10.2	Dollar Tree, Inc. Named Executive Officer Restricted Stock Unit Award Agreement (filed herewith)
31.1	Certification required under Section 302 of the Sarbanes-Oxley Act of Chief Executive Officer
31.2	Certification required under Section 302 of the Sarbanes-Oxley Act of Chief Financial Officer
32.1	Certification required under Section 906 of the Sarbanes-Oxley Act of Chief Executive Officer
32.2	Certification required under Section 906 of the Sarbanes-Oxley Act of Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

 

 

	DOLLAR TREE, INC.
Date:  May 19, 2011	By:	/s/ Kevin S. Wampler
		Kevin S. Wampler
		Chief Financial Officer (principal financial and accounting officer)

 

 

 

 

 

 

 

 

 

 

 

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