DLTRDollar Tree

Please expand your discussions of sales for each year to quantify in dollars the increase in sales from new stores and the increase in comparable store net sales. Please also expand your discussions of gross profit, selling, general and administrative expenses and operating income, to quantify the impact that each material variable or factor had on your results of operations.

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For example, you disclose that:  the increase in gross profit in 2017 as compared to 2016 was primarily the result of lower merchandise costs as a percentage of sales resulting from improved mark-on and fewer markdowns in 2017, but do not quantify the impact of these factors had on gross profit;  the increase in selling, general and administrative expenses as a percentage of sales in 2017 is due to the leverage from the 53rd week and the net of lower depreciation costs and store operating costs and higher advertising and payroll costs, but do not quantify the increase or decrease in such costs; and  the increase in gross profit attributable to the additional weeks of operations of Family Dollar was partially offset by the loss of gross profit from the stores divested on November 1, 2015, but do not quantify the impact of the divestitures. Please refer to Item 303 of Regulation S-K and SEC Release No. 34-48960 for further guidance.

The Company undertakes to expand its discussions as requested by this comment. An example of this expanded discussion as applied to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2018, as currently drafted, appears in Appendix A to this response letter. Read in the reply ↗

We note you are permitted to pay dividends and make other restricted payments regardless of the dollar amount so long as, after giving effect to thereto, the Company would have a consolidated net leverage ratio no greater than 3.50 to 1.00. As a result, it appears this covenant has the effect of restricting a portion of your retained earnings.

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Please refer to Rule 4-08(e)(1) of Regulation S-X and tell us your consideration of disclosing the amount of retained earnings or net income restricted or free of restriction.

The Company respectfully advises the Staff that it previously received a similar comment from the Staff in a letter dated June 13, 2016. In response to that comment, in a letter dated June 15, 2016, the Company advised the Staff that in future filings to augment the reader’s understanding of covenants in the credit agreement governing its “New Senior Secured Credit Facilities” it would add the following text to its disclosure “The restriction in the credit agreement governing our New Senior Secured Credit Facilities on the Company’s ability to pay dividends is subject to certain significant

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exceptions, including an exception that permits the Company to pay dividends and make other restricted payments regardless of dollar amount so long as, after giving pro forma effect thereto, the Company would have a consolidated total net leverage ratio, as defined under the credit agreement, no greater than 3.50 to 1.00. As of the most recently ended fiscal quarter, the Company’s consolidated total net leverage ratio, as defined in the credit agreement, was below 3.50 to 1.00. So long as the Company’s consolidated total net leverage ratio remains below 3.50 to 1.00, the credit agreement does not restrict the ability of the Company to pay dividends.” The Company also advised the Staff that it would include similar language regarding the covenants in its “Acquisition Notes”. In the Company’s Form 10-K for the Fiscal Year Ended February 3, 2018, the Company included this additional disclosure regarding its New Senior Secured Credit Facilities and its Acquisition Notes, consistent with its prior statements to the Staff.

The Company further advises the Staff that following the filing of its Form 10-K, the Company entered into a new senior credit facility and issued senior notes, and used the proceeds to repay all of the outstanding loans under its Senior Secured Credit Facilities and to redeem in full the Acquisition Notes. The Company’s currently outstanding senior credit facilities and senior notes do not include a net leverage ratio, or any restrictions on the payment of dividends by the Company (or any restrictions on retained earnings or net income), or restrictions that otherwise would require disclosure under Rule 4-08(e)(1) of Regulation S-X.

Read in the reply ↗

Please disclose revenues from external customers for each product and service or each group of similar products and services as required by ASC 280-10-50-40 unless it is impracticable to do so. If the information is impracticable to disclose, please disclose that fact.

The Company respectfully submits that pursuant to the requirements of ASC 280-10-50-40, the Company will disclose by reportable segment revenues from external customers for each group of similar products and services in future filings.

The information shown below represents the revenues for each group of similar products and services for each segment as these are groups that are reviewed by the Company’s chief operating decision maker on a regular basis to assess the Company’s performance. This level of disclosure is also consistent with how the Company describes its operations in Item 1.

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“Business” in its Form 10-K for the Fiscal Year Ended February 3, 2018.

The Company will disclose the following information for the appropriate periods in its Form 10-K for the fiscal year ended February 2, 2019. The table below illustrates what the disclosure would have been for the years ended February 3, 2018, January 28, 2017 and January 30, 2016:

Dollar Tree segment net sales by merchandise type:

Year Ended

(in millions)

February 3,

2018

January 28,

2017

January 30,

2016

Consumable

$ 5,470.6

49.0%

$ 4,957.8

48.9%

$ 4,584.2

49.1%

Variety

5,169.1

46.3%

4,714.5

46.5%

4,332.1

46.4%

Seasonal

524.7

4.7%

466.4

4.6%

420.1

4.5%

Total net sales

$ 11,164.4

100.0%

$ 10,138.7

$ 9,336.4

Family Dollar segment net sales by merchandise type (for the year ended January 30, 2016, the amounts below represent the period from the July 6, 2015 acquisition of Family Dollar through January 30, 2016):

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Please disclose expenditures for additions to long-lived assets as required by ASC 28010-50-25b.

The Company respectfully submits that pursuant to the requirements of ASC 280-10-50-25b, the Company will disclose total expenditures for additions to long-lived assets by reportable segment in future filings on Form 10-Q, as shown below for the 13 weeks ended May 5, 2018 and April 29, 2017:

13 Weeks Ended

May 5,

April 29,

Capital expenditures: Read in the reply ↗