(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 and 39 weeks Ended October 29, 2011 and October 30, 2010	3
	Unaudited Condensed Consolidated Balance Sheets as of October 29, 2011, January 29, 2011 and October 30, 2010	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the 39 Weeks Ended October 29, 2011 and October 30, 2010	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Removed and Reserved	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
	Signatures	19

 

		13 Weeks Ended								39 Weeks Ended
		October 29,				October 30,				October 29,				October 30,
(In millions, except per share data)		2011				2010				2011				2010
Net sales		$	1,596.6			$	1,426.6			$	4,684.9			$	4,157.1
Cost of sales, excluding non-cash
beginning inventory adjustment			1,036.0				920.6				3,041.1				2,691.1
Non-cash beginning inventory adjustment			-				-				-				26.3
Gross profit			560.6				506.0				1,643.8				1,439.7
Selling, general and administrative
expenses			395.7				365.1				1,163.7				1,068.4
Operating income			164.9				140.9				480.1				371.3
Interest expense, net			0.6				1.6				2.2				4.6
Other (income) expense, net			0.1				(5.4	)			(0.1	)			(5.1	)
Income before income taxes			164.2				144.7				478.0				371.8
Provision for income taxes			59.7				51.5				177.6				137.0
Net income		$	104.5			$	93.2			$	300.4			$	234.8
Net income per share:
Basic		$	0.87			$	0.73			$	2.47			$	1.84
Diluted		$	0.87			$	0.73			$	2.45			$	1.82

 

		October 29,				January 29,				October 30,
(In millions)		2011				2011				2010
ASSETS
Current assets:
Cash and cash equivalents		$	280.2			$	311.2			$	309.5
Short-term investments			-				174.8				82.5
Merchandise inventories			1,005.4				803.1				934.9
Other current assets			46.9				44.2				39.5
Total current assets			1,332.5				1,333.3				1,366.4
Property, plant and equipment, net			816.5				741.1				741.4
Goodwill			173.5				173.1				133.3
Deferred tax assets			15.0				38.0				40.0
Other assets, net			93.7				95.0				81.0
Total Assets		$	2,431.2			$	2,380.5			$	2,362.1
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt		$	15.5			$	16.5			$	16.5
Accounts payable			351.9				261.4				303.2
Other current liabilities			209.0				190.5				227.3
Income taxes payable			10.7				64.4				19.5
Total current liabilities			587.1				532.8				566.5
Long-term debt, excluding current portion			250.0				250.0				250.0
Income taxes payable, excluding current portion			15.2				15.2				14.8
Other liabilities			132.0				123.5				118.6
Total liabilities			984.3				921.5				949.9
Commitments and contingencies
Shareholders' equity			1,446.9				1,459.0				1,412.2
Total Liabilities and Shareholders' Equity		$	2,431.2			$	2,380.5			$	2,362.1
Common shares outstanding			119.0				123.4				125.6

		39 Weeks Ended
		October 29,				October 30,
(In millions)		2011				2010
Cash flows from operating activities:
Net income		$	300.4			$	234.8
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization			119.9				117.6
Other non-cash adjustments to net income			49.3				40.5
Changes in operating assets and liabilities			(150.9	)			(218.1	)
Net cash provided by operating activities			318.7				174.8
Cash flows from investing activities:
Capital expenditures			(196.8	)			(146.7	)
Purchase of short-term investments			(6.0	)			(60.8	)
Proceeds from sales of short-term investments			180.8				6.1
Purchase of restricted investments			(5.3	)			(36.4	)
Proceeds from sales of restricted investments			5.3				52.0
Other			-				(0.2	)
Net cash used in investing activities			(22.0	)			(186.0	)
Cash flows from financing actvities:
Payments for share repurchases			(345.9	)			(275.9	)
Proceeds from stock issued pursuant to stock-based
compensation plan			9.3				18.3
Tax benefit of stock-based compensation			10.5				7.8
Other			(1.5	)			(1.1	)
Net cash used in financing activities			(327.6	)			(250.9	)
Effect of exchange rate changes on cash and cash equivalents			(0.1	)			-
Net decrease in cash and cash equivalents			(31.0	)			(262.1	)
Cash and cash equivalents at beginning of period			311.2				571.6
Cash and cash equivalents at end of period		$	280.2			$	309.5
Supplemental disclosure of cash flow information:
Cash paid for:
Interest		$	2.5			$	4.9
Income taxes		$	201.3			$	164.9

 

 

		13 Weeks Ended								39 Weeks Ended
		October 29,				October 30,				October 29,				October 30,
(In millions, except per share data)		2011				2010				2011				2010
Basic net income per share:
Net income		$	104.5			$	93.2			$	300.4			$	234.8
Weighted average number of
shares outstanding			119.8				126.9				121.6				127.8
Basic net income per share		$	0.87			$	0.73			$	2.47			$	1.84
Diluted net income per share:
Net income		$	104.5			$	93.2			$	300.4			$	234.8
Weighted average number of
shares outstanding			119.8				126.9				121.6				127.8
Dilutive effect of stock options and
restricted stock units (as determined
by applying the treasury stock method)			0.9				0.9				0.8				0.9
Weighted average number of shares and
dilutive potential shares outstanding			120.7				127.8				122.4				128.7
Diluted net income per share		$	0.87			$	0.73			$	2.45			$	1.82

		13 Weeks Ended								39 Weeks Ended
		October 29,				October 30,				October 29,				October 30,
(In millions)		2011				2010				2011				2010
Net income		$	104.5			$	93.2			$	300.4			$	234.8
Foreign currency translation adjustments			(3.6	)			-				0.4				-
Fair value adjustment-derivative cash
flow hedging instrument, net of tax			-				1.0				0.4				2.5
Income tax expense							(0.4	)			-				(1.0	)
			(3.6	)			0.6				0.8				1.5
Total comprehensive income		$	100.9			$	93.8			$	301.2			$	236.3

 

 

 

 

·	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.

·	improved initial merchandise mark-up,

·	a change in the merchandise mix to include more consumable products,

·	higher occupancy and distribution costs as a percentage of sales in our Canadian operations, and

·	higher fuel prices.

·	Payroll-related expenses decreased approximately 80 basis points due primarily to lower hourly payroll costs, lower incentive compensation as a percentage of sales, lower stock-based compensation and the leverage associated with the comparable store net sales increase in the current quarter.

·	Depreciation expense decreased approximately 20 basis points primarily due to the leveraging associated with the increase in comparable store net sales in the current quarter.

·	Operating and corporate expenses increased approximately 30 basis points primarily due to a realized gain related to a legal matter in the prior year quarter and higher legal fees in the current year quarter.

·	Payroll-related expenses decreased 60 basis points due primarily to lower hourly payroll costs, lower incentive compensation as a percentage of sales, lower health insurance costs and the leverage associated with the comparable store net sales increase in the current year.

·	Depreciation expense decreased 25 basis points primarily due to the leverage associated with the increase in comparable store net sales in the current year.

 

		39 Weeks Ended
		October 29,				October 30,
(In millions)		2011				2010
Net cash provided by (used in):
Operating activities		$	318.7			$	174.8
Investing activities			(22.0	)			(186.0	)
Financing activities			(327.6	)			(250.9	)

·	employment-related matters;
·	infringement of intellectual property rights;
·	product safety matters, which may include product recalls in cooperation with the Consumer Products Safety Commission or other jurisdictions;
·	personal injury/wrongful death claims; and
·	real estate matters related to store leases.

														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)
July 31, 2011 to August 27, 2011			3,126,300			$	79.69				3,126,300			$	-
August 28, 2011 to September 1, 2011			206,700				-				206,700				-
October 2, 2011 to October 29, 2011			-				-				-				1,500.0
Total			3,333,000			$	74.75				3,333,000			$	1,500.0

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

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

Omnibus Incentive Plan (Exhibit 10.1 to the Company’s June 16, 2011 Current Report on Form 8-K, incorporated herein by this reference)

10.2

Form of Long-Term Performance Plan Award Agreement (Exhibit 10.2 to the Company’s June 16, 2011 Current Report on Form 8-K, incorporated herein by this reference)

10.3

Form of Restricted Stock Unit Agreement (Exhibit 10.3 to the Company’s June 16, 2011 Current Report on Form 8-K, incorporated herein by this reference)

10.4

Form of Non-Employee Director Option Agreement (Exhibit 10.4 to the Company’s June 16, 2011 Current Report on Form 8-K, incorporated herein by this reference)

10.5

Amendment to Change in Control Retention Agreement (Exhibit 10.1 to the Company’s October 6, 2011 Current Report on Form 8-K, incorporated herein by this reference)

10.6

Accelerated Share Repurchase Program Collared Master Confirmation dated August 24, 2011 (filed herewith and portions of the exhibit have been omitted pursuant to a request for confidential treatment)

10.7

Accelerated Share Repurchase Program Supplemental Confirmation dated August 24, 2011 (filed herewith and portions of the exhibit have been omitted pursuant to a request for confidential treatment)

 

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 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:  November 17, 2011	By:	/s/ Kevin S. Wampler
		Kevin S. Wampler
		Chief Financial Officer (principal financial and accounting officer)

 

19