XNAS:DLTR Dollar Tree Stores Inc Annual Report 10-K Filing - 1/28/2012

Effective Date 1/28/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K

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

For the Fiscal Year Ended January 28, 2012

Commission File No.0-25464
Dollar Tree, Inc. Logo
DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)

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

500 Volvo Parkway, Chesapeake, VA 23320
(Address of principal executive offices)

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

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)
NASDAQ

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes (X)
    No (  )

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes (  )
    No (X)

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (X)
    No (  )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes (X)
    No (  )
   
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )


 
 

 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes (  )
    No (X)

The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 29, 2011, was $7,748,097,313, based on a $65.55 average of the high and low sales prices for the Common Stock on such date.  For purposes of this computation, all executive officers and directors have been deemed to be affiliates.  Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

On March 7, 2012, there were 115,652,758 shares of the Registrant’s Common Stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

The information regarding securities authorized for issuance under equity compensation plans called for in Item 5 of Part II and the information called for in Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of the Company to be held June 14, 2012, which will be filed with the Securities and Exchange Commission not later than May 25, 2012.

 
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DOLLAR TREE, INC.
TABLE OF CONTENTS
 
   
Page
 
PART I
 
     
Item 1.
BUSINESS
6
     
Item 1A.
RISK FACTORS
10
     
Item 1B.
UNRESOLVED STAFF COMMENTS
13
     
Item 2.
PROPERTIES
13
     
Item 3.
LEGAL PROCEEDINGS
14
     
Item 4.
MINE SAFETY DISCLOSURES
15
     
 
PART II
 
     
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
 
 
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
16
     
Item 6.
SELECTED FINANCIAL DATA
17
     
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 
 
CONDITION AND RESULTS OF OPERATIONS
19
     
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
28
     
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
29
     
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
 
 
ACCOUNTING AND FINANCIAL DISCLOSURE
52
     
Item 9A.
CONTROLS AND PROCEDURES
52
     
Item 9B.
OTHER INFORMATION
53
     
 
PART III
 
     
Item 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
53
     
Item 11.
EXECUTIVE COMPENSATION
53
     
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
 
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
54
     
Item 13.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
54
     
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
54
     
 
PART IV
 
     
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
54
     
 
SIGNATURES
59


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

· 
our anticipated sales, including comparable store net sales, net sales growth and earnings growth;
· 
costs of pending and possible future legal claims;
· 
our growth plans, including our plans to add, expand or relocate stores, our anticipated square footage increase, and our ability to renew leases at existing store locations;
· 
the average size of our stores to be added in 2012 and beyond;
· 
the effect of a shift in merchandise mix to consumables and the increase in the number of our stores with freezers and coolers on gross profit margin and sales;
· 
the net sales per square foot, net sales and operating income of our stores and store-level cash payback metrics;
· 
the potential effect of the current economic downturn, inflation and other economic changes on our costs and profitability, including the potential effect of future changes in minimum wage rates, shipping rates, domestic and import freight costs, fuel costs and wage and benefit costs;
· 
our gross profit margin, earnings, inventory levels and ability to leverage selling, general and administrative and other fixed costs;
· 
our seasonal sales patterns including those relating to the length of the holiday selling seasons and the effect of an earlier Easter in 2012;
· 
the capabilities of our inventory supply chain technology and other systems;
· 
the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China;
· 
the capacity, performance and cost of our distribution centers;
· 
our cash needs, including our ability to fund our future capital expenditures and working capital requirements;
· 
our expectations regarding competition and growth in our retail sector; and
· 
management's estimates associated with our critical accounting policies, including inventory valuation, accrued expenses, and income taxes.

For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review the risk factors described in Item 1A “Risk Factors” beginning on page 10, as well as Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 19 of this Form 10-K.

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

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

 
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INTRODUCTORY NOTE: Unless otherwise stated, references to "we," "our" and "Dollar Tree" generally refer to Dollar Tree, Inc. and its direct and indirect subsidiaries on a consolidated basis.  Unless specifically indicated otherwise, any references to “2012” or “fiscal 2012”, “2011” or “fiscal 2011”, “2010” or “fiscal 2010”, and “2009” or “fiscal 2009”, relate to as of or for the years ended February 2, 2013, January 28, 2012, January 29, 2011 and January 30, 2010, respectively.

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

 
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PART I
 
Item 1.  BUSINESS

Overview
We are the leading operator of discount variety stores offering merchandise at the fixed price of $1.00.  We believe the variety and quality of products we sell for $1.00 sets us apart from our competitors.  At January 28, 2012, we operated 4,351 discount variety retail stores.  Our stores operate under the names of Dollar Tree, Deal$, Dollar Tree Deal$, Dollar Giant and Dollar Bills.  Approximately 4,168 of these stores sell substantially all items for $1.00 or less in the United States and $1.25(CAD) or less in Canada.  Substantially all of the remaining stores, operating as Deal$, sell items for $1.00 or less but also sell items for more than $1.

We believe our optimal store size is between 8,000 and 10,000 selling square feet.  This store size provides the appropriate amount of space for our broad merchandise offerings while allowing us to provide great service to our customers.  As we have been expanding our merchandise offerings, we have added freezers and coolers to approximately 2,220 stores to increase sales and shopping frequency.  At February 2, 2008, we operated 3,411 stores in 48 states.  At January 28, 2012, we operated 4,252 stores in 48 states and the District of Columbia, as well as 99 stores in Canada.  Our selling square footage increased from approximately 28.4 million square feet in February 2008 to 37.6 million square feet in January 2012.  Our store growth has resulted primarily from opening new stores and the acquisition of Dollar Giant.

Business Strategy
Value Merchandise Offering.  We strive to exceed our customers' expectations of the variety and quality of products that they can purchase for $1.00 by offering items that we believe typically sell for higher prices elsewhere.  We buy approximately 58% to 60% of our merchandise domestically and import the remaining 40% to 42%.  Our domestic purchases include basic, seasonal, closeouts and promotional merchandise.  We believe our mix of imported and domestic merchandise affords our buyers flexibility that allows them to consistently exceed the customer's expectations.  In addition, direct relationships with manufacturers permit us to select from a broad range of products and customize packaging, product sizes and package quantities that meet our customers' needs.

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

Our merchandise mix consists of:

   
· 
consumable merchandise, which includes candy and food, health and beauty care, and household consumables such as paper, plastics and household chemicals and in select stores, frozen and refrigerated food;
   
· 
variety merchandise, which includes toys, durable housewares, gifts,  party goods, greeting cards, softlines, and other items; and
   
· 
seasonal goods, which include Easter, Halloween and Christmas merchandise.

We have added freezers and coolers to certain stores and increased the amount of consumable merchandise carried by those stores.  We believe this initiative helps drive additional transactions and allows us to appeal to a broader demographic mix.  We have added freezers and coolers to 380 additional stores in 2011.  Therefore, as of January 28, 2012, we have freezers and coolers in 2,220 of our stores.  We plan to add them to 325 more stores in 2012.  As a result of the installation of freezers and coolers in select stores, consumable merchandise has grown as a percentage of purchases and sales and we expect this trend to continue. The following table shows the percentage of sales of each major product group for the years ended January 28, 2012 and January 29, 2011:


 
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January 28,
January 29,
Merchandise Type
2012
2011
     
Consumable
50.8%
49.5%
Variety categories
44.6%
45.8%
Seasonal
 4.6%
 4.7%

At any point in time, we carry approximately 6,200 items in our stores and as of the end of 2011 approximately 3,400 of our basic, everyday items are automatically replenished.  The remaining items are primarily ordered by our store managers on a weekly basis.  Through automatic replenishment and our store managers’ ability to order product, each store manager is able to satisfy the demands of their particular customer base.

Customer Payment Methods.  All of our stores accept cash, checks, debit cards, VISA credit cards, Discover and American Express and approximately 1,140 stores accept MasterCard credit cards.  Along with the shift to more consumables and the rollout of freezers and coolers, we have increased the number of stores accepting Electronic Benefits Transfer(EBT) cards and food stamps (under the Supplemental Nutrition Assistance Program (“SNAP”)) to approximately 3,860 stores as of January 28, 2012.

Convenient Locations and Store Size.  We primarily focus on opening new stores in strip shopping centers anchored by mass merchandisers or grocers, whose target customers we believe to be similar to ours.  Our stores have proven successful in metropolitan areas, mid-sized cities and small towns.  The range of our store sizes allows us to target a particular location with a store that best suits that market and takes advantage of available real estate opportunities.  Our stores are attractively designed and create an inviting atmosphere for shoppers by using bright lighting, vibrant colors and decorative signs.  We enhance the store design with attractive merchandise displays.  We believe this design attracts new and repeat customers and enhances our image as both a destination and impulse purchase store.

For more information on retail locations and retail store leases, see Item 2 "Properties” beginning on page 13 of this Form 10-K.

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

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

For more information on our results of operations, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 19 of this Form 10-K.

Cost Control.  We believe that our substantial buying power at the $1.00 price point and our flexibility in making sourcing decisions contributes to our successful purchasing strategy, which includes targeted merchandise margin goals by category.  We also believe our ability to select quality merchandise helps to minimize markdowns.  We buy products on an order-by-order basis and have no material long-term purchase contracts or other assurances of continued product supply or guaranteed product cost.  No vendor accounted for more than 10% of total merchandise purchased in any of the past five years.

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

Information Systems.  We believe that investments in technology help us to increase sales and control costs.  Our inventory management system has allowed us to improve the efficiency of our supply chain, improve merchandise flow, increase inventory turnover and control distribution and store operating costs.  Our automatic replenishment system replenishes key items, based on actual store level sales and inventory.  At the end of 2011, we had approximately 3,400 basic, everyday items on automatic replenishment.

Point-of-sale data allows us to track sales and inventory by merchandise category at the store level and assists us in planning for future purchases of inventory.  We believe that this information allows us to ship the appropriate product to stores at the quantities commensurate with selling patterns.  Using this point-of-sale data to plan purchases of inventory has helped us increase our inventory turns in each of the last five years.  Our inventory turns were 4.2 in 2011.

 
7

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

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

Growth Strategy
Store Openings and Square Footage Growth.  The primary factors contributing to our net sales growth have been new store openings, an active store expansion and remodel program, and selective mergers and acquisitions.  In the last five years, net sales increased at a compound annual growth rate of 11.8%.  We expect that the majority of our future sales growth will come primarily from new store openings and from our store expansion and relocation program.

The following table shows the average selling square footage of our stores and the selling square footage per new store opened over the last five years.  Our growth and productivity statistics are reported based on selling square footage because our management believes the use of selling square footage yields a more accurate measure of store productivity.
 
 
Year
Number of Stores
Average Selling Square Footage Per Store
Average Selling Square Footage Per New Store Opened
2007
3,411
8,330
8,480
2008
3,591
8,440
8,100
2009
3,806
8,480
7,950
2010
4,101
8,570
8,400
2011
4,351
8,640
8,360


We expect to increase our selling square footage in the future by opening new stores in underserved markets and strategically increasing our presence in our existing markets via new store openings and store expansions (expansions include store relocations).  In fiscal 2011 and beyond, we plan to predominantly open stores that are approximately 8,000 - 10,000 selling square feet and we believe this size allows us to achieve our objectives in the markets in which we plan to expand.  At January 28, 2012, approximately 2,360 of our stores, totaling 65.4% of our selling square footage, were 8,000 selling square feet or larger.

We also continue to grow our Deal$ format, which offers an expanded assortment of merchandise including items that sell for more than $1.00.  These stores provide us an opportunity to leverage our Dollar Tree infrastructure in different merchandise concepts, including higher price points, without disrupting the single-price point model in our Dollar Tree stores.  We operated 182 Deal$ stores as of January 28, 2012.

In addition to new store openings, we plan to continue our store expansion program to increase our net sales per store and take advantage of market opportunities.  We target stores for expansion based on the current sales per selling square foot and changes in market opportunities.  Stores targeted for expansion are generally less than 6,000 selling square feet in size.  Store expansions generally increase the existing store size by approximately 3,700 selling square feet.

 
8

 
Since 1995, we have added a total of 695 stores through several mergers and acquisitions.  Our acquisition strategy has been to target companies that have a similar single-price point concept that have shown success in operations or companies that provide a strategic advantage.  We evaluate potential acquisition opportunities in our retail sector as they become available.

In November 2010, we completed our acquisition of 86 Dollar Giant stores based in Vancouver, British Columbia.  These stores offer a wide assortment of quality general merchandise, contemporary seasonal goods and everyday consumables, all priced at $1.25 (CAD) or less.  The stores that we acquired operated in the Canadian provinces of British Columbia, Ontario, Alberta and Saskatchewan and we now also have a store in Manitoba.  This is the first expansion of our retail operations outside of the United States and provides us with a proven management team and distribution network as well as additional potential store growth in a new market.

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

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

A strong and efficient distribution network is critical to our ability to grow and to maintain a low-cost operating structure.  In 2011, we expanded our Savannah distribution center to 1.0 million square feet.  In 2009, we purchased a new distribution center in San Bernardino, California which began shipping merchandise in April 2010.  This distribution center replaced the Salt Lake City distribution center which closed when its lease expired in April 2010.  We believe our distribution center network is currently capable of supporting approximately $8.0 billion in annual sales in the United States.  New distribution sites, like this one in San Bernardino, California, are strategically located to reduce stem miles, maintain flexibility and improve efficiency in our store service areas.  In 2012, we plan to begin construction on a new distribution center in the Northeast which is expected to begin shipping product in 2013.  We also are a party to an agreement which provides distribution services from two facilities in Canada.

Our stores receive approximately 90% of their inventory from our distribution centers via contract carriers.  The remaining store inventory, primarily perishable consumable items and other vendor-maintained display items, are delivered directly to our stores from vendors.  For more information on our distribution center network, see Item 2 “Properties” beginning on page 13 of this Form 10-K.

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

Trademarks
We are the owners of several federal service mark registrations including "Dollar Tree," the "Dollar Tree" logo, the Dollar Tree logo with a “1”, and "One Price...One Dollar."  In addition, we own a concurrent use registration for "Dollar Bill$" and the related logo.  We also acquired the rights to use trade names previously owned by Everything's A Dollar, a former competitor in the $1.00 price point industry.  Several trade names were included in the purchase, including the marks "Everything's $1.00 We Mean Everything!," and "Everything's $1.00."  With the acquisition of Deal$, we became the owners of the trademark “Deal$”.  With the acquisition of Dollar Giant, we became the owners of the trademark “Dollar Giant” and others in Canada. We have federal trademark registrations for a variety of private labels that we use to market some of our product lines.  Our trademark registrations have various expiration dates; however, assuming that the trademark registrations are properly renewed, they have a perpetual duration.

 
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Employees
We employed approximately 14,170 full-time and 58,600 part-time associates on January 28, 2012.  Part-time associates work an average of less than 35 hours per week.  The number of part-time associates fluctuates depending on seasonal needs.  We consider our relationship with our associates to be good, and we have not experienced significant interruptions of operations due to labor disagreements.

Item 1A.  RISK FACTORS

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

Our profitability is vulnerable to cost increases.

Future increase in costs such as the cost of merchandise, wage and benefit costs, shipping rates, freight costs, fuel costs and store occupancy costs may reduce our profitability.  We do not raise the sales price of our merchandise to offset cost increases because we are committed to selling primarily at the $1.00 price point to continue to provide value to the customer.  We are dependent on our ability to adjust our product assortment, to operate more efficiently or effectively or to increase our comparable store net sales in order to offset inflation.  We can give no assurance that we will be able to operate more efficiently or increase our comparable store net sales in the future.  Please see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," beginning on page 19 of this Form 10-K for further discussion of the effect of Inflation and Other Economic Factors on our operations.

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

Our business is subject to the risk of litigation involving employees, consumers, suppliers, competitors, shareholders, government agencies, or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation.  We are currently defendants in several employment-related class action cases and changes in Federal law could cause these types of claims to rise.  The outcome of litigation, particularly class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify.  Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to these lawsuits may remain unknown for substantial periods of time.  In addition, certain of these lawsuits, if decided adversely to us or settled by us, may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operation are required.  The cost to defend current and future litigation may be significant.  There also may be adverse publicity associated with litigation, including litigation related to product safety and customer information, which could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable.

For a discussion of current legal matters, please see Item 3. “Legal Proceedings” beginning on page 14 of this Form 10-K.  Resolution of certain matters described in that item, if decided against the Company, could have a material adverse effect on our results of operations, accrued liabilities or cash flows.

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

Our business is subject to a wide array of laws and regulations.  Significant legislative changes, such as the healthcare legislation, that impact our relationship with our workforce could increase our expenses and adversely affect our operations.  Changes in other regulatory areas, such as consumer credit, privacy and information security, product safety or environmental protection, among others, could cause our expenses to increase.  In addition, if we fail to comply with applicable laws and regulations, particularly wage and hour laws, we could be subject to legal risk, including government enforcement action and class action civil litigation, which could adversely affect our results of operations.  Changes in tax laws, the interpretation of existing laws, or our failure to sustain our reporting positions on examination could adversely affect our effective tax rate.

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

Existing store sales growth is dependent on a variety of factors including merchandise selection and availability, store operations and customer satisfaction.  In addition, competition could affect our sales.  Our highest sales periods are the Christmas and Easter seasons and we generally realize a disproportionate amount of our net sales and our operating and net income during the fourth quarter.  In anticipation, we stock extra inventory and hire many temporary employees to prepare our stores.  A reduction in sales during these periods could adversely affect our operating results, particularly operating and net income, to a greater extent than if a reduction occurred at other times of the year.  Untimely merchandise delays due to receiving or distribution problems could have a similar effect.  Easter was observed on April 4, 2010, April 24, 2011, and will be observed on April 8, 2012.

Expanding our square footage profitably depends on a number of uncertainties, including our ability to locate, lease, build out and open or expand stores in suitable locations on a timely basis under favorable economic terms.  In addition, our expansion is dependent upon third-party developers’ abilities to acquire land, obtain financing, and secure necessary permits and approvals.  Turmoil in the financial markets has made it difficult for third party developers to obtain financing for new projects.  We also open or expand stores within our established geographic markets, where new or expanded stores may draw sales away from our existing stores.  We may not manage our expansion effectively, and our failure to achieve our expansion plans could materially and adversely affect our business, financial condition and results of operations.

Risks associated with our domestic and foreign suppliers from whom our products are sourced could affect our financial performance.

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

Merchandise imported directly accounts for approximately 40% to 42% of our total retail value purchases.  In addition, we believe that a portion of our goods purchased from domestic vendors is imported.  China is the source of a substantial majority of our imports.  Imported goods are generally less expensive than domestic goods and increase our profit margins.  A disruption in the flow of our imported merchandise or an increase in the cost of those goods may significantly decrease our profits.  Risks associated with our reliance on imported goods may include disruptions in the flow of or increases in the cost of imported goods because of factors such as:

·  
raw material shortages, work stoppages, strikes and political unrest;
·  
economic crises and international disputes;
·  
changes in currency exchange rates or policies and local economic conditions, including inflation in the country of origin; and
·  
failure of the United States to maintain normal trade relations with China.

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

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

·  
Shipping disruption.  Our oceanic shipping schedules may be disrupted or delayed from time to time.
·  
Shipping costs.  We could experience increases in shipping rates imposed by the trans-Pacific ocean carriers.  Changes in import duties, import quotas and other trade sanctions could increase our costs.
·  
Diesel fuel costs.  We have experienced significant volatility in diesel fuel costs over the past few years, which could recur unexpectedly, at any time.
·  
Vulnerability to natural or man-made disasters.  A fire, explosion or natural disaster at a port or any of our distribution facilities could result in a loss of merchandise and impair our ability to adequately stock our stores.  Some facilities are vulnerable to earthquakes, hurricanes or tornadoes.
·  
Labor disagreement.  Labor disagreements, disruptions or strikes may result in delays in the delivery of merchandise to our distribution centers or stores and increase costs.
·  
War, terrorism and other events.  War and acts of terrorism in the United States, the Middle East, or in China or other parts of Asia, where we buy a significant amount of our imported merchandise, could disrupt our supply chain or increase our transportation costs.
·  
Economic conditions.  Suppliers may encounter financial or other difficulties.

 
11

 
A downturn in economic conditions could impact our sales.

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

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

Our gross profit margin could decrease if we increase the proportion of higher cost goods we sell in the future.  In recent years, the percentage of our sales from higher cost consumable products has increased and is likely to increase in 2012.  As a result, our gross profit margin could decrease unless we are able to maintain our current merchandise cost sufficiently to offset any decrease in our product margin percentage.  We can give no assurance that we will be able to do so.

Pressure from competitors may reduce our sales and profits.

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

A significant disruption in or security breach in our computer systems could adversely affect our operations or our ability to secure customer, employee and company data.

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

The protection of customer, employee, and company data is increasingly demanding, with frequent imposition of new requirements across our business.  In addition, our customers have a high expectation that we will adequately protect their personal information.  A significant breach of customer, employee, or company data could damage our reputation and result in lost sales, fines, and/or lawsuits.

 
12

 


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

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

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

·  
provide that only the Board of Directors, chairman or president may call special meetings of the shareholders;
·  
establish certain advance notice procedures for nominations of candidates for election as directors and for shareholder proposals to be considered at shareholders' meetings;
·  
permit the Board of Directors, without further action of the shareholders, to issue and fix the terms of preferred stock, which may have rights senior to those of the common stock.

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

In 2010, the shareholders approved an amendment to our Articles of Incorporation which will result in the declassification of our Board of Directors in 2012.

Item 1B.  UNRESOLVED STAFF COMMENTS
None.

Item 2.  PROPERTIES

Stores
As of January 28, 2012, we operated 4,351 stores in 48 states and the District of Columbia, as well as the Canadian provinces of British Columbia, Ontario, Alberta, Saskatchewan and Manitoba as detailed below:

Alabama
    91
 
Maine
    22
 
Oklahoma
    52
Arizona
    80
 
Maryland
    94
 
Oregon
    80
Arkansas
    46
 
Massachusetts
    82
 
Pennsylvania
   230
California
   363
 
Michigan
   164
 
Rhode Island
    19
Colorado
    71
 
Minnesota
    70
 
South Carolina
    80
Connecticut
    43
 
Mississippi
    54
 
South Dakota
     9
Delaware
    24
 
Missouri
    86
 
Tennessee
   109
District of Columbia
     1
 
Montana
     9
 
Texas
   268
Florida
   306
 
Nebraska
    16
 
Utah
    39
Georgia
   167
 
Nevada
    31
 
Vermont
     6
Idaho
    23
 
New Hampshire
    29
 
Virginia
   141
Illinois
   177
 
New Jersey
    96
 
Washington
    83
Indiana
    96
 
New Mexico
    31
 
West Virginia
    33
Iowa
    34
 
New York
   187
 
Wisconsin
    82
Kansas
    32
 
North Carolina
   169
 
Wyoming
    12
Kentucky
    73
 
North Dakota
     6
     
Louisiana
    68
 
Ohio
   168
     
               
Alberta
    16
 
Manitoba
     1
 
Saskatchewan
     3
British Columbia
    39
 
Ontario
    40
     

 
13

 

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

Distribution Centers
The following table includes information about the distribution centers that we own and operate in the United States.  In 2011, we expanded our Savannah distribution center to 1.0 million square feet.  In 2009, we purchased a new distribution center in San Bernardino, California which began shipping merchandise in April 2010.  This facility replaced the Salt Lake City distribution center which closed when its lease expired in April 2010.  We believe our distribution center network is currently capable of supporting approximately $8.0 billion in annual sales in the United States.  In 2012, we plan to begin construction on a new distribution center in the Northeast which is expected to begin shipping product in 2013.

 
Location
Size in
Square Feet
   
Chesapeake, Virginia
400,000
Olive Branch, Mississippi
425,000
Joliet, Illinois
1,200,000
Stockton, California
525,000
Briar Creek, Pennsylvania
1,003,000
Savannah, Georgia
1,014,000
Marietta, Oklahoma
603,000
San Bernardino, California
448,000
Ridgefield, Washington
665,000

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

We are also a party to an agreement which provides distribution services from facilities in British Columbia and Ontario.

For more information on financing of our distribution centers, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations- Funding Requirements" beginning on page 19 of this Form 10-K.

Item 3.  LEGAL PROCEEDINGS

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

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

 
In 2006, a former store manager filed a collective action against us in Alabama federal court.  She claims that she and other store managers should have been classified as non-exempt employees under the Fair Labor Standards Act and received overtime compensation.  The Court preliminarily allowed nationwide (except California) certification.  At present, approximately 265 individuals are included in the collective action.  Our motion to decertify the collective action was dismissed without prejudice in 2010.  We filed another motion to decertify on February 29, 2012.  There is no scheduled trial date.
 
 
14

 
In 2009, 34 plaintiffs, filed a class action Complaint in a federal court in Virginia, alleging gender pay and promotion discrimination under Title VII.  In 2010, the case was dismissed with prejudice.  Plaintiffs appealed to the U.S. Court of Appeals for the Fourth Circuit.  The appeal has been fully briefed by the parties and oral arguments were conducted in January 2012.  The parties await a decision of the appellate court which is expected by late spring or summer of 2012.
 
In April 2011, a former assistant store manager, on behalf of himself and those similarly situated, instituted a class action in a California state court primarily alleging a failure by us to provide meal breaks, to compensate for all hours worked, and to pay overtime compensation.  We removed the case to federal court which denied Plaintiffs’ motion for remand of the case to state court.  The case presently awaits a scheduling order.  There is no trial date.
 
In June 2011, Winn-Dixie Stores, Inc. and various of its affiliates instituted suit in federal court in Florida alleging that we, in approximately 48 shopping centers in the state of Florida and five other states where Dollar Tree and Winn-Dixie are both tenants, are selling goods and products in Dollar Tree stores in violation of an exclusive right of Winn-Dixie to sell and distribute such items.  It seeks both monetary damages and injunctive relief.  At approximately the same time, Winn-Dixie also sued Dollar General, Inc. and Big Lots, Inc. making essentially the same allegations against them and seeking the same relief. The court consolidated the three cases and they are set for trial on May 7, 2012.
 
In the summer and fall of 2011 collective action lawsuits were filed against us in six federal courts by different assistant store managers, each alleging he or she was forced to work off the clock in violation of the Fair Labor Standards Act.  The suits were filed in Georgia, Colorado, Florida, Michigan, Illinois, and Maryland.  The Maryland case has since been dismissed.  In all of the remaining cases, plaintiffs also assert various state law claims for which they seek class treatment.  The Georgia suit seeks statewide class certification for those assistant managers similarly situated during the relevant time periods and the Florida, Colorado, Michigan and Illinois cases seek nationwide certifications for those assistant store managers similarly situated during the relevant time periods.  The Illinois case also includes a purported class of all other hourly store associates, making the same allegations on their behalf.  We have commenced our investigation and have filed motions to dismiss and motions to transfer venue to the Eastern District of Virginia in all cases.  No rulings on these motions have been made to date.  The Plaintiffs filed a motion with the federal court Multi-District Litigation Panel to consolidate all these and other related cases and that motion was denied. To date, the only cases in which class certification motions have been filed are in the Illinois and Colorado actions.  None of the cases have been assigned a trial date.
 
We will vigorously defend ourselves in these matters.  We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business or financial condition.  We cannot give assurance, however, that one or more of these lawsuits will not have a material effect on our results of operations for the period in which they are resolved.  Based on the information available, including the amount of time remaining before trial, the results of discovery and the judgment of internal and external counsel, we are unable to express an opinion as to the outcome of those matters which are not settled and cannot estimate a potential range of loss on the outstanding matters.
 

Item 4.  MINE SAFETY DISCLOSURES
 
None.

 
15

 


PART II
 
Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDHER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on The Nasdaq Global Select Market®.  Our common stock has been traded on Nasdaq under the symbol "DLTR" since our initial public offering on March 6, 1995.  The following table gives the high and low sales prices of our common stock as reported by Nasdaq for the periods indicated.


   
High
   
Low
 
Fiscal year ended January 29, 2011:
           
             
First Quarter
  $ 41.79     $ 31.33  
Second Quarter
    45.12       38.40  
Third Quarter
    52.62       40.60  
Fourth Quarter
    57.99       50.09  
                 
Fiscal year ended January 28, 2012:
               
                 
First Quarter
  $ 58.50     $ 48.51  
Second Quarter
    70.54       57.64  
Third Quarter
    82.49       60.00  
Fourth Quarter
    86.64       72.08  


On March 7, 2012, the last reported sale price for our common stock, as quoted by Nasdaq, was $91.65 per share.  As of March 7, 2012, we had approximately 361 shareholders of record.

The following table presents our share repurchase activity for the 13 weeks ended January 28, 2012:
 
                     
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)
 
October 30, 2011 to November 26, 2011
    2,896,485     $ 103.57       2,896,485     $ 1,200.0  
November 27, 2011 to December 31, 2011
    618,879       -       618,879       1,200.0  
January 1, 2012 to January 28, 2012
    -       -       -       1,200.0  
  Total
    3,515,364     $ 85.34       3,515,364     $ 1,200.0  
 
On August 24, 2011, we entered into an agreement to repurchase $200.0 million of our common shares under a “collared” Accelerated Share Repurchase Agreement (ASR).  The ASR concluded on November 15, 2011 and we received an additional 0.1 million shares under the “collared” agreement resulting in 2.7 million total shares being repurchased under this ASR.  The number of shares is determined based on the weighted-average market price of the Company’s common stock, less a discount, during a specified period of time.

On November 21, 2011, we entered into an agreement to repurchase $300.0 million of the Company’s common shares under a “collared” ASR.  Under this agreement, we initially received 3.4 million shares through December 13, 2011, representing the minimum number of shares to be received based on a calculation using the “cap” or high-end of the price range of the “collar.”  We may receive a maximum of 3.8 million shares under the agreement.  The number of shares is determined based on the weighted-average market price of the Company’s common stock, less a discount, during a specified period of time.  This ASR is expected to be completed in the first quarter of 2012.

For further discussion of our ASRs during 2011, see Item 8 “Financial Statements and Supplementary Data - Note 7 to the Consolidated Financial Statements” beginning on page 45 of this Form 10-K.

 
16

 
 Including ASRs, we repurchased approximately 8.7 million shares for approximately $645.9 million in fiscal 2011.  At January 28, 2012, we have approximately $1.2 billion remaining under Board authorization.

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

Stock Performance Graph
The following graph sets forth the yearly percentage change in the cumulative total shareholder return on our common stock during the five fiscal years ended January 28, 2012, compared with the cumulative total returns of the NASDAQ Composite Index, S&P Retailing Index and S&P 500 index.  The comparison assumes that $100 was invested in our common stock on February 3, 2007, and, in each of the foregoing indices on February 3, 2007, and that dividends were reinvested.
 
Stock Performance Graph
Item 6.  SELECTED FINANCIAL DATA

The following table presents a summary of our selected financial data for the fiscal years ended January 28, 2012, January 29, 2011, January 30, 2010, January 31, 2009, and February 2, 2008.  The selected income statement and balance sheet data have been derived from our consolidated financial statements that have been audited by our independent registered public accounting firm.  This information should be read in conjunction with the consolidated financial statements and related notes, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our financial information found elsewhere in this report.

Comparable store net sales compare net sales for stores open throughout each of the two periods being compared, including expanded stores.  Net sales per store and net sales per selling square foot are calculated for stores open throughout the period presented.

 
17

 
Amounts in the following tables are in millions, except per share data, number of stores data, net sales per selling square foot data and inventory turns.
 
   
Year Ended
 
   
January 28,
   
January 29,
   
January 30,
   
January 31,
   
February 2,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
Income Statement Data:
                             
Net sales
  $ 6,630.5     $ 5,882.4     $ 5,231.2     $ 4,644.9     $ 4,242.6  
Gross profit
    2,378.3       2,087.6       1,856.8       1,592.2       1,461.1  
Selling, general and administrative expenses
    1,596.2       1,457.6       1,344.0       1,226.4       1,130.8  
Operating income
    782.1       630.0       512.8       365.8       330.3  
Net income
    488.3       397.3       320.5       229.5       201.3  
                                         
Margin Data (as a percentage of net sales):
                                 
Gross profit
    35.9 %     35.5 %     35.5 %     34.3 %     34.4 %
Selling, general and administrative expenses
    24.1 %     24.8 %     25.7 %     26.4 %     26.6 %
Operating income
    11.8 %     10.7 %     9.8 %     7.9 %     7.8 %
Net income
    7.4 %     6.8 %     6.1 %     4.9 %     4.7 %
                                         
Per Share Data:
                                       
                                         
Diluted net income per share
  $ 4.03     $ 3.10     $ 2.37     $ 1.69     $ 1.39  
Diluted net income per share increase
    30.0 %     30.8 %     40.2 %     21.6 %     13.0 %
 
 
   
As of
 
   
January 28,
 
January 29,
 
January 30,
 
January 31,
 
February 2,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
Balance Sheet Data:
                             
Cash and cash equivalents
                             
   and short-term investments
  $ 288.3     $ 486.0     $ 599.4     $ 364.4     $ 81.1  
Working capital
    628.4       800.4       829.7       663.3       382.9  
Total assets
    2,328.6       2,380.5       2,289.7       2,035.7       1,787.7  
Total debt, including capital lease obligations
    265.8       267.8       267.8       268.2       269.4  
Shareholders' equity
    1,344.6       1,459.0       1,429.2       1,253.2       988.4  
   
Year Ended
 
   
January 28,
 
January 29,
 
January 30,
 
January 31,
 
February 2,
 
      2012       2011       2010       2009       2008  
Selected Operating Data:
                                       
Number of stores open at end of period
    4,351       4,101       3,806       3,591       3,411  
Gross square footage at end of period
    47.4       44.4       41.1       38.5       36.1  
Selling square footage at end of period
    37.6       35.1       32.3       30.3       28.4  
Selling square footage annual growth
    6.9 %     8.8 %     6.6 %     6.7 %     8.0 %
Net sales annual growth
    12.7 %     12.4 %     12.6 %     9.5 %     6.9 %
Comparable store net sales increase
    6.0 %     6.3 %     7.2 %     4.1 %     2.7 %
Net sales per selling square foot
  $ 182     $ 174     $ 167     $ 158     $ 155  
Net sales per store
  $ 1.6     $ 1.5     $ 1.4     $ 1.3     $ 1.3  
Selected Financial Ratios:
                                       
Return on assets
    20.7 %     17.0 %     14.8 %     12.0 %     11.0 %
Return on equity
    34.8 %     27.5 %     23.9 %     20.5 %     18.7 %
Inventory turns
    4.2       4.2       4.1       3.8       3.7  

 
18

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

In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our company, including:
   
· 
what factors affect our business;
   
· 
what our net sales, earnings, gross margins and costs were in 2011, 2010 and 2009;
   
· 
why those net sales, earnings, gross margins and costs were different from the year before;
   
· 
how all of this affects our overall financial condition;
   
· 
what our expenditures for capital projects were in 2011 and 2010 and what we expect them to be in 2012; and
   
· 
where funds will come from to pay for future expenditures.

As you read Management’s Discussion and Analysis, please refer to our consolidated financial statements, included in Item 8 of this Form 10-K, which present the results of operations for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010.  In Management’s Discussion and Analysis, we analyze and explain the annual changes in some specific line items in the consolidated financial statements for fiscal year 2011 compared to fiscal year 2010 and for fiscal year 2010 compared to fiscal year 2009.

Key Events and Recent Developments
Several key events have had or are expected to have a significant effect on our operations. You should keep in mind that:
· 
On October 7, 2011, our Board of Directors authorized the repurchase of an additional $1.5 billion of our common stock. At January 28, 2012, we had approximately $1.2 billion remaining under Board authorizations.
· 
On October 7, 2011, we completed a 410,000 square foot expansion of our distribution center in Savannah, Georgia.  The Savannah distribution center is now a 1,014,000 square foot, fully automated facility.
· 
On November 15, 2010, we completed our acquisition of 86 Dollar Giant stores, located in the Canadian provinces of British Columbia, Ontario, Alberta and Saskatchewan and we have since opened a store in Manitoba.  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.
· 
We assign cost to store inventories using the retail inventory method, determined on a weighted average cost basis.  From our inception and through fiscal 2009, we used one inventory pool for this calculation.  Because of our investments over the years in our retail technology systems, we were able to refine our estimate of inventory cost under the retail method and on January 31, 2010, the first day of fiscal 2010, we began using approximately 30 inventory pools in our retail inventory calculation.  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. This was a prospective change and did not have any effect on prior periods.
· 
On November 2, 2009, we purchased a new distribution center in San Bernardino, California.  This new distribution center replaced our Salt Lake City, Utah leased facility whose lease ended in April 2010.
· 
On February 20, 2008, we entered into a five-year $550.0 million unsecured Credit Agreement (the Agreement).  The Agreement provides for a $300.0 million revolving line of credit, including up to $150.0 million in available letters of credit, and a $250.0 million term loan.  The interest rate on the facility is based, at our option, on a LIBOR rate, plus a margin, or an alternate base rate, plus a margin.


 
19

 


Overview
Our net sales are derived from the sale of merchandise.  Two major factors tend to affect our net sales trends.  First is our success at opening new stores or adding new stores through acquisitions.  Second, sales vary at our existing stores from one year to the next.  We refer to this change as a change in comparable store net sales, because we compare only those stores that are open throughout both of the periods being compared.  We include sales from stores expanded during the year in the calculation of comparable store net sales, which has the effect of increasing our comparable store net sales.  The term 'expanded' also includes stores that are relocated.

At January 28, 2012, we operated 4,351 stores in 48 states and the District of Columbia, as well as the Canadian provinces of British Columbia, Ontario, Alberta, Saskatchewan and Manitoba, with 37.6 million selling square feet compared to 4,101 stores with 35.1 million selling square feet at January 29, 2011.  During fiscal 2011, we opened 278 stores, expanded 91 stores and closed 28 stores, compared to 235 new stores opened, 95 stores expanded, 86 stores acquired and 26 stores closed during fiscal 2010.  In the current year we increased our selling square footage by 6.9%.  Of the 2.4 million selling square foot increase in 2011, 0.3 million was added by expanding existing stores.  The average size of our stores opened in 2011 was approximately 8,360 selling square feet (or about 10,280 gross square feet).  For 2012, we continue to plan to open stores that are approximately 8,000 - 10,000 selling square feet (or about 10,000 - 12,000 gross square feet).  We believe that this store size is our optimal size operationally and that this size also gives our customers an ideal shopping environment that invites them to shop longer and buy more.

In fiscal 2011, comparable store net sales increased by 6.0%.  The comparable store net sales increase was the result of a 4.8% increase in the number of transactions and a 1.2% increase in average ticket.  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 2011, and we continued the roll-out of frozen and refrigerated merchandise to more of our stores.  At January 28, 2012 we had frozen and refrigerated merchandise in approximately 2,220 stores compared to approximately 1,840 stores at January 29, 2011.  We believe that the addition of frozen and refrigerated product enables us to increase sales and earnings by increasing the number of shopping trips made by our customers.  In addition, we accept food stamps (under the Supplemental Nutrition Assistance Program (“SNAP”)) in approximately 3,860 qualified stores compared to 3,500 at the end of 2010.

With the pressures of the current economic environment, we have seen continued demand for basic, consumable products in 2011.  As a result, we have continued to shift the mix of inventory carried in our stores to more consumer product merchandise which we believe increases the traffic in our stores and has helped to increase our sales even during the current economic downturn.  While this shift in mix has impacted our merchandise costs we were able to offset that impact in the current year with decreased costs for merchandise in many of our categories.

Our point-of-sale technology provides us with valuable sales and inventory information to assist our buyers and improve our merchandise allocation to our stores.  We believe that this has enabled us to better manage our inventory flow resulting in more efficient distribution and store operations and increased inventory turnover for each of the last five years.
 
 
In 2007, legislation was enacted that increased the Federal Minimum Wage.  The last increase to $7.25 an hour was effective in July 2009.  As a result, our wages increased in the third quarter of 2009 through the first half of 2010 compared with the comparable period in the prior year; however, we offset the increase in payroll costs through increased productivity and continued efficiencies in product flow to our stores.

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

 
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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
 
   
January 28,
   
January 29,
   
January 30,
 
   
2012
   
2011
   
2010
 
                   
Net sales
    100.0 %     100.0 %     100.0 %
Cost of sales, excluding non-cash beginning inventory adjustment
    64.1 %     64.1 %     64.5 %
Non-cash beginning inventory adjustment
    0.0 %     0.4 %     0.0 %
     Gross profit
    35.9 %     35.5 %     35.5 %
                         
Selling, general and administrative
                       
  expenses
    24.1 %     24.8 %     25.7 %
                         
     Operating income
    11.8 %     10.7 %     9.8 %
                         
Interest expense,net
    -       (0.1 %)     (0.1 %)
Other income, net
    -       0.1 %     -  
                         
     Income before income taxes
    11.8 %     10.7 %     9.7 %
                         
Provision for income taxes
    (4.4 %)     (3.9 %)     (3.6 %)
                         
     Net income
    7.4 %     6.8 %     6.1 %

Fiscal year ended January 28, 2012 compared to fiscal year ended January 29, 2011

Net Sales.  Net sales increased 12.7%, or $748.0 million, in 2011 compared to 2010, resulting from sales in our new stores and a 6.0% increase in comparable store net sales.  Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the calculation, and, to a lesser extent, are negatively affected when we open new stores or expand stores near existing ones.

The following table summarizes the components of the changes in our store count for fiscal years ended January 28, 2012 and January 29, 2011.

   
January 28, 2012
   
January 29, 2011
 
             
New stores
    278       235  
Acquired stores
    -       86  
Expanded or relocated stores
    91       95  
Closed stores
    (28 )     (26 )

Of the 2.4 million selling square foot increase in 2011 approximately 0.3 million was added by expanding existing stores.
 
·  
Gross profit margin was 35.9% in 2011 compared to 35.5% in 2010.  Excluding the effect of the $26.3 million non-cash beginning inventory adjustment, gross profit margin remained at 35.9%.  Improvement in initial mark-up in many categories and occupancy and distribution cost leverage were offset by an increase in the mix of higher cost consumer product merchandise and a smaller reduction in the shrink accrual rate in fiscal 2011 than in fiscal 2010.
 
Selling, General and Administrative Expenses.  Selling, general and administrative expenses, as a percentage of net sales, decreased to 24.1% for 2011 compared to 24.8% for 2010.  The decrease is primarily due to the following:

·  
Payroll expenses decreased 45 basis points due to leveraging associated with the increase in comparable store net sales in the current year, lower store hourly payroll and lower incentive compensation achievement.
·  
Depreciation decreased 25 basis points primarily due to the leveraging associated with the increase in comparable store net sales in the current year.

 
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Operating Income.  Operating income margin was 11.8% in 2011 compared to 10.7% in 2010.  Excluding the $26.3 million non-cash adjustment to beginning inventory, operating income margin was 11.1% in 2010.  Due to the reasons noted above, operating income margin excluding this charge, improved 70 basis points.

Income Taxes.  Our effective tax rate was 37.4% in 2011 and 36.9% in 2010.

Fiscal year ended January 29, 2011 compared to fiscal year ended January 30, 2010

Net Sales.  Net sales increased 12.4%, or $651.2 million, in 2010 compared to 2009, resulting from a 6.3% increase in comparable store net sales and sales in our new stores.  Comparable store net sales are positively affected by our expanded and relocated stores, which we include in the calculation, and, to a lesser extent, are negatively affected when we open new stores or expand stores near existing ones.

The following table summarizes the components of the changes in our store count for fiscal years ended January 29, 2011 and January 30, 2010.

   
January 29, 2011
   
January 30, 2010
 
             
New stores
    235       240  
Acquired stores
    86       -  
Expanded or relocated stores
    95       75  
Closed stores
    (26 )     (25 )

Of the 2.9 million selling square foot increase in 2010, approximately 0.4 million was added by expanding existing stores and 0.7 million was the result of the acquisition of the Dollar Giant stores.

Gross profit margin was 35.5% in 2010 and 2009.  Excluding the effect of the $26.3 million non-cash beginning inventory adjustment, gross profit margin increased to 35.9%.  This increase was due to the net of the following:
 
· 
Occupancy and distribution costs decreased 30 basis points in the current year resulting from the leveraging of the comparable store sales increase.
· 
Shrink costs decreased 15 basis points due to improved shrink results in the current year and a lower shrink accrual rate during fiscal 2010 compared to fiscal 2009.
· 
Merchandise costs, including freight, increased 15 basis points due primarily to higher import and domestic freight costs during fiscal 2010 compared to fiscal 2009.
 
Selling, General and Administrative Expenses.  Selling, general and administrative expenses, as a percentage of net sales, decreased to 24.8% for 2010 compared to 25.7% for 2009.  The decrease is primarily due to the following:

· 
Payroll expenses decreased 45 basis points due to leveraging associated with the increase in comparable store net sales in the current year and lower store hourly payroll.
· 
Depreciation decreased 30 basis points primarily due to the leveraging associated with the increase in comparable store net sales in the current year.
· 
Store operating costs decreased 20 basis points primarily as a result of lower utility costs as a percentage of sales, due to lower rates in the current year and the leveraging from the comparable store net sales increase in 2010.

Operating Income.  Operating income margin was 10.7% in 2010 compared to 9.8% in 2009.  Excluding the $26.3 million non-cash adjustment to beginning inventory, operating income margin was 11.1%.  Due to the reasons noted above, operating income margin, excluding this charge, improved 130 basis points.

Income Taxes.  Our effective tax rate was 36.9% in 2010 and 2009.

Liquidity and Capital Resources

Our business requires capital to build and open new stores, expand our distribution network and operate and expand 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.

 
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The following table compares cash-flow related information for the years ended January 28, 2012, January 29, 2011 and January 30, 2010:

   
Year Ended
 
   
January 28,
 
January 29,
 
January 30,
 
(in millions)
 
2012
   
2011
   
2010
 
Net cash provided by (used in):
 
  Operating activities
  $ 686.5     $ 518.7     $ 581.0  
  Investing activities
    (86.1 )     (374.1 )     (212.5 )
  Financing activities
    (623.2 )     (404.3 )     (161.3 )
 
Net cash provided by operating activities increased $167.8 million in 2011 compared to 2010 due to increased earnings before income taxes, depreciation and amortization in the current year, a decrease in cash used to purchase merchandise inventories and an increase in other current liabilities due to increases in sales tax collected and accrued expenses.

Net cash provided by operating activities decreased $62.3 million in 2010 compared to 2009 due to an increase in cash used to purchase merchandise inventories partially offset by increased earnings before income taxes, depreciation and amortization in the current year.

Net cash used in investing activities decreased $288.0 million in 2011 primarily due to an additional $170.0 million of proceeds from the sale of short-term investments with minimal purchases of short-term investments compared to $157.8 million of purchases in 2010.  The proceeds were used to fund the share repurchases in 2011.  In addition, in 2010 we used $49.4 million to acquire Dollar Giant.  These increased sources of cash were partially offset by a $71.4 million increase in capital expenditures in 2011 due to funds for new store projects and the expansion of our distribution center in Savannah, Georgia.

Net cash used in investing activities increased $161.6 million in 2010 compared with 2009 primarily due to short-term investment activity and the Dollar Giant acquisition.  In 2010 we purchased $157.8 million of short-term investments compared to $27.8 million in 2009.  This was partially offset by an increase in proceeds from the sales of short-term investments of $10.8 million in 2010.

In 2011, net cash used in financing activities increased $218.9 million as a result of increased share repurchases in 2011.

In 2010, net cash used in financing activities increased $243.0 million as a result of increased share repurchases in 2010 and payments of $13.8 million for debt acquired from Dollar Giant.

At January 28, 2012, our long-term borrowings were $265.5 million and our capital lease commitments were $0.3 million.  We also have $110.0 million and $75.0 million Letter of Credit Reimbursement and Security Agreements, under which approximately $139.5 million were committed to letters of credit issued for routine purchases of imported merchandise at January 28, 2012.

In February 2008, we entered into a five-year $550.0 million unsecured Credit Agreement (the Agreement).  The Agreement provides for a $300.0 million revolving line of credit, including up to $150.0 million in available letters of credit, and a $250.0 million term loan.  The interest rate on the Agreement is based, at our option, on a LIBOR rate, plus a margin, or an alternate base rate, plus a margin.  The revolving line of credit also bears a facilities fee, calculated as a percentage, as defined, of the amount available under the line of credit, payable quarterly.  The term loan is due and payable in full at the five year maturity date of the Agreement.  The Agreement also bears an administrative fee payable annually.  The Agreement, among other things, requires the maintenance of certain specified financial ratios, restricts the payment of certain distributions and prohibits the incurrence of certain new indebtedness.  As of January 28, 2012, the $250.0 million term loan is outstanding under the Agreement and there were no amounts outstanding under the $300.0 million revolving line of credit.

 
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We repurchased 8.7 million shares for $645.9 million in fiscal 2011.  We repurchased 9.3 million shares for $414.7 million in fiscal 2010.  We repurchased 6.4 million shares for $193.1 million in fiscal 2009.  At January 28, 2012, we have $1.2 billion remaining under Board authorization.

Funding Requirements

Overview, Including Off-Balance Sheet Arrangements
We expect our cash needs for opening new stores and expanding existing stores in fiscal 2012 to total approximately $205.9 million, which includes capital expenditures, initial inventory and pre-opening costs.

Our estimated capital expenditures for fiscal 2012 are between $330.0 and $340.0 million, including planned expenditures for our new and expanded stores, the addition of freezers and coolers to approximately 325 stores and approximately $80.0 million to construct a new distribution center in the Northeast United States.  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 28, 2012, including both on- and off-balance sheet arrangements, and our commitments, including interest on long-term borrowings (in millions):


Contractual Obligations
 
Total
   
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
 
Lease Financing
                                         
Operating lease obligations
  $ 1,929.0     $ 452.9     $ 401.1     $ 337.5     $ 264.4     $ 182.1     $ 291.0  
Capital lease obligations
    0.3       0.3       --       --       --       --       --  
                                                         
Long-term Borrowings
                                                       
Credit Agreement
    250.0       --       250.0       --       --       --       --  
Revenue bond financing
    15.5       15.5       --       --       --       --       --  
Interest on long-term borrowings
    2.1       1.9       0.2       --       --       --       --  
Total obligations
  $ 2,196.9     $ 470.6     $ 651.3     $ 337.5     $ 264.4     $ 182.1     $ 291.0  
 
Commitments
 
Total
   
Expiring in 2012
   
Expiring in 2013
   
Expiring in 2014
   
Expiring in 2015
   
Expiring in 2016
   
Thereafter
 
                                           
Letters of credit and surety bonds
  $ 170.7     $ 170.7     $ --     $ --     $ --     $ --     $ --  
Freight contracts
    222.3       143.3       58.6       20.4       --       --       --  
Technology assets
    8.9       8.9       --       --       --       --       --  
Telecom contracts
    3.3       --       --       3.3       --       --       --  
Total commitments
  $ 405.2     $ 322.9     $ 58.6     $ 23.7     $ --     $ --     $ --  



 
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Lease Financing
Operating Lease Obligations.  Our operating lease obligations are primarily for payments under noncancelable store leases.  The commitment includes amounts for leases that were signed prior to January 28, 2012 for stores that were not yet open on January 28, 2012.

Long-term Borrowings
Credit Agreement. In February 2008, we entered into a five-year $550.0 million unsecured Credit Agreement (the Agreement).  The Agreement provides for a $300.0 million revolving line of credit, including up to $150.0 million in available letters of credit, and a $250.0 million term loan.  The interest rate on the facility will be based, at our option, on a LIBOR rate, plus a margin, or an alternate base rate, plus a margin.  The interest rate on the facility was 0.77% at January 28, 2012.  The revolving line of credit also bears a facilities fee, calculated as a percentage, as defined, of the amount available under the line of credit, payable quarterly.  The term loan is due and payable in full at the five year maturity date of the Agreement.  The Agreement also bears an administrative fee payable annually.  The Agreement, among other things, requires the maintenance of certain specified financial ratios, restricts the payment of certain distributions and prohibits the incurrence of certain new indebtedness.  As of January 28, 2012, we had the $250.0 million term loan outstanding under the Agreement and no amounts outstanding under the $300.0 million revolving line of credit.

Revenue Bond Financing.  In May 1998, we entered into an agreement with the Mississippi Business Finance Corporation under which it issued $19.0 million of variable-rate demand revenue bonds.  We used the proceeds from the bonds to finance the acquisition, construction and installation of land, buildings, machinery and equipment for our distribution facility in Olive Branch, Mississippi.  At January 28, 2012, the balance outstanding on the bonds was $15.5 million.  These bonds are due to be fully repaid in June 2018.  The bonds do not have a prepayment penalty as long as the interest rate remains variable.  The bonds contain a demand provision and, therefore, outstanding amounts are classified as current liabilities.  We pay interest monthly based on a variable interest rate, which was 0.27% at January 28, 2012.

Interest on Long-term Borrowings.  This amount represents interest payments on the Credit Agreement and the revenue bond financing using the interest rates for each at January 28, 2012.

Commitments
Letters of Credit and Surety Bonds.  We are a party to two Letter of Credit Reimbursement and Security Agreements, one which provides $110.0 million for letters of credit and one which provides $75.0 million for letters of credit.  Letters of credit are generally issued for the routine purchase of imported merchandise and we had approximately $139.5 million of purchases committed under these letters of credit at January 28, 2012.

We also have approximately $28.7 million of letters of credit and $2.5 million of surety bonds outstanding for our self-insurance programs and certain utility payment obligations at some of our stores.

Freight Contracts.  We have contracted outbound freight services from various carriers with contracts expiring through fiscal 2014.  The total amount of these commitments is approximately $222.3 million.

Technology Assets.  We have commitments totaling approximately $8.9 million to primarily purchase store technology assets for our stores during 2012.

Telecom Contracts.  We have contracted for telecommunication services with contracts expiring in 2014.  The total amount of these commitments is approximately $3.3 million.

Derivative Financial Instruments
In March 2008, we entered into two $75.0 million interest rate swap agreements.  These interest rate swaps were used to manage the risk associated with interest rate fluctuations on a portion of our $250.0 million variable rate term loan.  Under these agreements, we paid interest to financial institutions at a fixed rate of 2.8%.  In exchange, the financial institutions paid us at a variable rate, which approximated the variable rate on the debt, excluding the credit spread.  These swaps qualified for hedge accounting treatment and expired in March 2011.

In 2011, we were party to fuel derivative contracts with third parties which included approximately 3.5 million gallons of diesel fuel, or approximately 31% of our domestic truckload fuel needs.  These derivative contracts do not qualify for hedge accounting and therefore all changes in fair value for these derivatives are included in earnings.  We currently have fuel derivative contracts to hedge 2.8 million gallons of diesel fuel, or approximately 41% of our domestic truckload fuel needs from February 2012 through July 2012 and 0.5 million gallons of diesel fuel, or approximately 16% of our domestic truckload fuel needs from August 2012 through October 2012.

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

Inventory Valuation
As discussed in Note 1 to the Consolidated Financial Statements, inventories at the distribution centers are stated at the lower of cost or market with cost determined on a weighted-average basis.  Cost is assigned to store inventories using the retail inventory method on a weighted-average basis.  Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are computed by applying a calculated cost-to-retail ratio to the retail value of inventories.  From our inception and through fiscal 2009, we used one inventory pool for this calculation.  Because of our investments over the years in our retail technology systems, we were able to refine our estimate of inventory cost under the retail method and on January 31, 2010, the first day of fiscal 2010, we began using approximately 30 inventory pools in our retail inventory calculation.  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 approximately $26.3 million in the first quarter of 2010.  The retail inventory method is an averaging method that is widely used in the retail industry and results in valuing inventories at lower of cost or market when markdowns are taken as a reduction of the retail value of inventories on a timely basis.

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

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

Our accrual for shrink is based on the actual, historical shrink results of our most recent physical inventories adjusted, if necessary, for current economic conditions and business trends.  These estimates are compared to actual results as physical inventory counts are taken and reconciled to the general ledger.  Our physical inventory counts are generally taken between January and September of each year; therefore, the shrink accrual recorded at January 28, 2012 is based on estimated shrink for most of 2011, including the fourth quarter.  We have not experienced significant fluctuations in historical shrink rates beyond approximately 10-20 basis points in our Dollar Tree stores for the last few years.  However, we have sometimes experienced higher than typical shrink in acquired stores in the year following an acquisition.  We periodically adjust our shrink estimates to address these factors as they become apparent.

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

Accrued Expenses
On a monthly basis, we estimate certain expenses in an effort to record those expenses in the period incurred.  Our most material estimates include domestic freight expenses, self-insurance costs, store-level operating expenses, such as property taxes and utilities, and certain other expenses, such as legal reserves.  Our freight and store-level operating expenses are estimated based on current activity and historical trends and results.  Our workers' compensation and general liability insurance accruals are recorded based on actuarial valuations which are adjusted at least annually based on a review performed by a third-party actuary.  These actuarial valuations are estimates based on our historical loss development factors.  Certain other expenses are estimated and recorded in the periods that management becomes aware of them.  The related accruals are adjusted as management’s estimates change.  Differences in management's estimates and assumptions could result in an accrual materially different from the calculated accrual.  Our experience has been that some of our estimates are too high and others are too low.  Historically, the net total of these differences has not had a material effect on our financial condition or results of operations.  Our legal proceedings are described in Item 3 “Legal Proceedings” beginning on page 14 of this Form 10-K.  The outcome of litigation, particularly class or collective action lawsuits, is difficult to assess, quantify or predict.

 
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Income Taxes
On a quarterly basis, we estimate our required income tax liability and assess the recoverability of our deferred tax assets.  Our income taxes payable are estimated based on enacted tax rates, including estimated tax rates in states where our store base is growing, applied to the income expected to be taxed currently.  Management assesses the recoverability of deferred tax assets based on the availability of carrybacks of future deductible amounts and management’s projections for future taxable income.  We cannot guarantee that we will generate taxable income in future years.  Historically, we have not experienced significant differences in our estimates of our tax accrual.

In addition, we have a recorded liability for our estimate of uncertain tax positions taken or expected to be taken in our tax returns.  Judgment is required in evaluating the application of federal and state tax laws, including relevant case law, and assessing whether it is more likely than not that a tax position will be sustained on examination and, if so, judgment is also required as to the measurement of the amount of tax benefit that will be realized upon settlement with the taxing authority.  Income tax expense is adjusted in the period in which new information about a tax position becomes available or the final outcome differs from the amounts recorded.  We believe that our liability for uncertain tax positions is adequate.  For further discussion of our changes in reserves during 2011, see Item 8 “Financial Statements and Supplementary Data - Note 3 to the Consolidated Financial Statements” beginning on page 40 of this Form 10-K.

Seasonality and Quarterly Fluctuations
We experience seasonal fluctuations in our net sales, comparable store net sales, operating income and net income and expect this trend to continue.  Our results of operations may also fluctuate significantly as a result of a variety of factors, including:
   
· 
shifts in the timing of certain holidays, especially Easter;
   
· 
the timing of new store openings;
   
· 
the net sales contributed by new stores;
   
· 
changes in our merchandise mix; and
   
· 
competition.

Our highest sales periods are the Christmas and Easter seasons.  Easter was observed on April 4, 2010, April 24, 2011, and will be observed on April 8, 2012.  We believe that the earlier Easter in 2012 could result in an $8.0 million decrease in sales in the first quarter of 2012 as compared to the first quarter of 2011.  We generally realize a disproportionate amount of our net sales and of our operating and net income during the fourth quarter.  In anticipation of increased sales activity during these months, we purchase substantial amounts of inventory and hire a significant number of temporary employees to supplement our continuing store staff.  Our operating results, particularly operating and net income, could suffer if our net sales were below seasonal norms during the fourth quarter or during the Easter season for any reason, including merchandise delivery delays due to receiving or distribution problems, changes in consumer sentiment or inclement weather.

Our unaudited results of operations for the eight most recent quarters are shown in a table in Footnote 11 of the Consolidated Financial Statements in Item 8 of this Form 10-K.

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

 
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Shipping Costs.  Currently, trans-Pacific shipping rates are negotiated with individual freight lines and are subject to fluctuation based on supply and demand for containers and current fuel costs.  We can give no assurances as to the final rate trends for 2012, as we are in the early stages of our negotiations.

Minimum Wage. In 2007, legislation was enacted that increased the Federal Minimum Wage from $5.15 an hour to $7.25 an hour over a two year period with the final increase being enacted in July 2009.  As a result, our wages increased in 2009 and through the first half of 2010 compared with the prior year periods; however, we offset the increase in payroll costs through increased productivity and continued efficiencies in product flow to our stores.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk
  We use variable-rate debt to finance certain of our operations and capital improvements.  These obligations expose us to variability in interest payments due to changes in interest rates.  If interest rates increase, interest expense increases. Conversely, if interest rates decrease, interest expense also decreases.  We believe it is beneficial to limit the variability of our interest payments.

To meet this objective, we entered into derivative instruments in the form of interest rate swaps to manage fluctuations in cash flows resulting from changes in the variable-interest rates on a portion of our $250.0 million term loan.  The interest rate swaps reduced the interest rate exposure on these variable-rate obligations.  Under the interest rate swaps, we paid the bank at a fixed-rate and received variable-interest at a rate approximating the variable-rate on the obligation, thereby creating the economic equivalent of 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 variable rate term loan.  These swaps expired in March 2011.

Diesel Fuel Cost Risk
In order to manage fluctuations in cash flows resulting from changes in diesel fuel costs, we entered into fuel derivative contracts with third parties.  We hedged 3.5 million and 5.0 million gallons of diesel fuel in 2011 and 2010, respectively.  These hedges represented approximately 31% and 39% of our total domestic truckload fuel needs in 2011 and 2010, respectively.  We currently have fuel derivative contracts to hedge 2.8 million gallons of diesel fuel, or approximately 41% of our domestic truckload fuel needs from February 2012 through July 2012 and 0.5 million gallons of diesel fuel, or approximately 16% of our domestic truckload fuel needs from August 2012 through October 2012.  Under these contracts, we pay the third party a fixed price for diesel fuel and receive variable diesel fuel prices at amounts approximating current diesel fuel costs, thereby creating the economic equivalent of a fixed-rate obligation.  These derivative contracts do not qualify for hedge accounting and therefore all changes in fair value for these derivatives are included in earnings.  The fair value of these contracts at January 28, 2012 was an asset of $0.6 million.

 
28

 

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements
Page
   
Report of Independent Registered Public Accounting Firm
30
   
Consolidated Statements of Operations for the years ended
 
January 28, 2012, January 29, 2011 and January 30, 2010
31
   
Consolidated Balance Sheets as of January 28, 2012 and
 
January 29, 2011
32
   
Consolidated Statements of Shareholders’ Equity and Comprehensive Income
 
for the years ended January 28, 2012, January 29, 2011 and
 
January 30, 2010
33
   
Consolidated Statements of Cash Flows for the years ended
 
January 28, 2012, January 29, 2011 and January 30, 2010
34
   
Notes to Consolidated Financial Statements
35


 
29

 

Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Shareholders
Dollar Tree, Inc.:
 
We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. (the Company) as of January 28, 2012 and January 29, 2011, 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 28, 2012. 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 28, 2012 and January 29, 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended January 28, 2012, 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 28, 2012, 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 15, 2012 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
 

 
/s/ KPMG LLP
 
Norfolk, Virginia
 
March 15, 2012
 

 

 
30

 

DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

   
Year Ended
 
   
January 28,
   
January 29,
   
January 30,
 
(in millions, except per share data)
 
2012
   
2011
   
2010
 
Net sales
  $ 6,630.5     $ 5,882.4     $ 5,231.2  
Cost of sales, excluding non-cash
                       
beginning inventory adjustment
    4,252.2       3,768.5       3,374.4  
Non-cash beginning inventory adjustment
    -       26.3       -  
     Gross profit
    2,378.3       2,087.6       1,856.8  
                         
Selling, general and administrative
                       
expenses
    1,596.2       1,457.6       1,344.0  
                         
     Operating income
    782.1       630.0       512.8  
                         
Interest expense, net
    2.9       5.6       5.2  
Other income, net
    (0.3 )     (5.5 )     -  
                         
     Income before income taxes
    779.5       629.9       507.6  
                         
Provision for income taxes
    291.2       232.6       187.1  
                         
Net income
  $ 488.3     $ 397.3     $ 320.5  
                         
Basic net income per share
  $ 4.06     $ 3.13     $ 2.39  
                         
Diluted net income per share
  $ 4.03     $ 3.10     $ 2.37  

See accompanying Notes to Consolidated Financial Statements

 
31

 

DOLLAR TREE, INC.
CONSOLIDATED BALANCE SHEETS
 
(in millions, except share and per share data)
 
January 28, 2012
   
January 29, 2011
 
ASSETS
           
Current assets:
           
   Cash and cash equivalents
  $ 288.3     $ 311.2  
   Short-term investments
    -       174.8  
   Merchandise inventories, net
    867.4       803.1  
   Current deferred tax assets, net
    26.2       16.3  
   Prepaid expenses and other current assets
    27.5       27.9  
Total current assets
    1,209.4       1,333.3  
                 
Property, plant and equipment, net
    825.3       741.1  
Goodwill
    173.1       173.1  
Deferred tax assets, net
    16.8       38.0  
Other assets, net
    104.0       95.0  
                 
TOTAL ASSETS
  $ 2,328.6     $ 2,380.5  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
               
  Current portion of long-term debt
  $ 15.5     $ 16.5  
  Accounts payable
    286.7       261.4  
  Other current liabilities
    215.5       190.5  
  Income taxes payable
    63.3       64.4  
Total current liabilities
    581.0       532.8  
                 
Long-term debt, excluding current portion
    250.0       250.0  
Income taxes payable, long-term
    15.5       15.2  
Other liabilities
    137.5       123.5  
                 
Total liabilities
    984.0       921.5  
                 
Commitments and contingencies
               
                 
Shareholders' equity:
               
  Common stock, par value $0.01.  400,000,000 shares
               
    authorized, 115,582,150 and 123,393,816 shares
               
    issued and outstanding at January 28, 2012
               
    and January 29, 2011, respectively
    1.1       1.2  
  Accumulated other comprehensive loss
    (0.6 )     (0.4 )
  Retained earnings
    1,344.1       1,458.2  
Total shareholders' equity
    1,344.6       1,459.0  
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  $ 2,328.6     $ 2,380.5  

See accompanying Notes to Consolidated Financial Statements

 
32

 
DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED JANUARY 28, 2012, JANUARY 29, 2011, AND JANUARY 30, 2010
 
                     
Accumulated
             
   
Common
         
Additional
   
Other
         
Share-
 
   
Stock
   
Common
   
Paid-in
   
Comprehensive
   
Retained
   
holders'
 
(in millions)
 
Shares
   
Stock
   
Capital
   
Income (Loss)
   
Earnings
   
Equity
 
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
                                               
    expense 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
                                               
   income 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  
                                                 
  Net income for the year ended
                                               
    January 28, 2012
    -       -       -       -       488.3       488.3  
  Other comprehensive loss, net of income tax
                                               
    benefit of $0.1
    -       -       -       (0.2 )     -       (0.2 )
      Total comprehensive income
                                            488.1  
  Issuance of stock under Employee Stock
                                               
    Purchase Plan
    0.1       -       4.4       -       -       4.4  
  Exercise of stock options, including
                                               
    income tax benefit of $3.0
    0.4       -       9.5       -       -       9.5  
  Repurchase and retirement of shares
    (8.7 )     (0.1 )     (43.4 )     -       (602.4 )     (645.9 )
  Stock-based compensation, net, including
                                               
   income tax benefit of $10.8
    0.4       -       29.5       -       -       29.5  
Balance at January 28, 2012
    115.6     $ 1.1     $ -     $ (0.6 )   $