What changed in this filing

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Item 1. Financial Statements

2023-06-01 compared with 2022-12-01 · 83 added, 99 removed, 213 unchanged (46% of the section changed)

15 unchanged sentences

Current liabilities:

Short-term borrowings

Current portion of operating lease liabilities

20 unchanged sentences

For the 13 weeks ended

For the 39 weeks ended

Cost of goods sold

2 unchanged sentences

Interest expense

Other (income) expense

Income before income taxes

8 unchanged sentences

For the 13 weeks ended

For the 39 weeks ended

Unrealized net gain (loss) on hedged transactions and currency translation, net of related income tax expense (benefit) of $ 86 and $ 87 , respectively

5 unchanged sentences

Comprehensive

Balances, July 29, 2022

Income (Loss)

Balances, February 3, 2023

Dividends paid, $ 0.59 per common share

1 unchanged sentence

Share-based compensation expense

Repurchases of common stock

Other equity and related transactions

Balances, October 28, 2022

Balances, July 30, 2021

Dividends paid, $ 0.42 per common share

Unrealized net gain (loss) on hedged transactions

Share-based compensation expense

Repurchases of common stock

Other equity and related transactions

Balances, October 29, 2021

Balances, May 5, 2023

Balances, January 28, 2022

3 unchanged sentences

Repurchases of common stock

( 1,635,602 )

( 1,641,851 )

Other equity and related transactions

Balances, October 28, 2022

Balances, January 29, 2021

Dividends paid, $ 1.26 per common share

Unrealized net gain (loss) on hedged transactions

Share-based compensation expense

Repurchases of common stock

( 2,051,244 )

( 2,059,907 )

Other equity and related transactions

Balances, October 29, 2021

Balances, April 29, 2022

See notes to condensed consolidated financial statements.

11 unchanged sentences

Merchandise inventories

( 1,885,434 )

Prepaid expenses and other current assets

4 unchanged sentences

Purchases of property and equipment

( 1,078,208 )

Proceeds from sales of property and equipment

Net cash provided by (used in) investing activities

( 1,075,820 )

Cash flows from financing activities:

Issuance of long-term obligations

Repayments of long-term obligations

Net increase (decrease) in commercial paper outstanding

Costs associated with issuance of debt

Borrowings under revolving credit facilities

Repayments of borrowings under revolving credit facilities

Repurchases of common stock

( 1,641,851 )

( 2,059,907 )

Payments of cash dividends

1 unchanged sentence

Net cash provided by (used in) financing activities

( 2,339,193 )

Net increase (decrease) in cash and cash equivalents

11 unchanged sentences

Such financial statements consequently do not include all of the disclosures normally required by U.S.

GAAP for annual financial statements or those normally made in the Company’s Annual Report on Form 10-K, including the condensed consolidated balance sheet as of January 28, 2022 which was derived from the audited consolidated financial statements at that date.

Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022 for additional information.

GAAP for annual financial statements or those normally made in the Company’s Annual Report on Form 10-K, including the condensed consolidated balance sheet as of February 3, 2023 which was derived from the audited consolidated financial statements at that date.

Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023 for additional information.

The Company’s fiscal year ends on the Friday closest to January 31.

Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year.

The Company’s 2022 fiscal year is scheduled to be a 53 -week accounting period ending on February 3, 2023, and the 2021 fiscal year was a 52 -week accounting period that ended on January 28, 2022.

The Company’s 2023 fiscal year is scheduled to be a 52 -week accounting period ending on February 2, 2024, and the 2022 fiscal year was a 53 -week accounting period that ended on February 3, 2023.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices.

In management’s opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position as of October 28, 2022 and results of operations for the 13-week and 39-week accounting periods ended October 28, 2022 and October 29, 2021 have been made.

In management’s opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position as of May 5, 2023 and results of operations for the 13-week accounting periods ended May 5, 2023 and April 29, 2022 have been made.

The preparation of financial statements and related disclosures in conformity with U.S.

2 unchanged sentences

Because the Company’s business is moderately seasonal, the results for interim periods are not necessarily indicative of the results to be expected for the entire year.

In addition, the effect of the COVID-19 pandemic and the governmental response thereto on consumer behavior beginning in the first quarter of 2020 resulted in a departure from seasonal norms experienced in recent years and may continue to disrupt the historical quarterly cadence of the Company’s results of operations for an unknown period of time.

The Company uses the last-in, first-out (“LIFO”) method of valuing inventory.

2 unchanged sentences

The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation.

The Company recorded a LIFO provision of $ 147.8 million and $ 60.5 million in the respective 13-week periods, and $ 353.6 million and $ 108.7 million in the respective 39-week periods, ended October 28, 2022 and October 29, 2021.

The Company recorded a LIFO provision of $ 28.1 million and $ 61.4 million in the respective 13-week periods ended May 5, 2023 and April 29, 2022.

In addition, ongoing estimates of inventory shrinkage and initial markups and markdowns are included in the interim cost of goods sold calculation.

We utilize supply chain finance programs whereby qualifying suppliers may elect at their sole discretion to sell our payment obligations to designated third party financial institutions.

While the terms of these agreements are between the supplier and the financial institution, the supply chain finance financial institutions allow the participating suppliers to utilize our creditworthiness in establishing credit spreads and associated costs.

The Company’s obligations to its suppliers in accounts payable, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements.

As of May 5, 2023 and February 3, 2023, the obligations outstanding at the end of the reporting period were $ 269.9 million and $ 343.6 million, respectively.

In September 2022, the FASB issued new required disclosures for supplier finance programs.

This is intended to enhance the transparency about the use of supplier finance programs for investors.

The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with the exception of the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023.

The Company adopted the required disclosures for this accounting standard update in fiscal 2023, except for the disclosure of rollforward activity, which will be adopted for fiscal year 2024.

In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards updates pertaining to reference rate reform.

2 unchanged sentences

GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

This guidance is effective for all entities as of March 12, 2020 and must be adopted by December 31, 2022.

The Company does not expect the adoption of this guidance to have a material impact on its consolidated results of operations, financial position or cash flows.

The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2024.

The Company completed its transition from LIBOR to Term SOFR in its credit agreements governing the Facilities in fiscal year 2022 with no material impact to the financial statements.

Earnings per share

Earnings per share is computed as follows (in thousands, except per share data):

13 Weeks Ended October 28, 2022

13 Weeks Ended October 29, 2021

Basic earnings per share

Effect of dilutive share-based awards

Diluted earnings per share

39 Weeks Ended October 28, 2022

39 Weeks Ended October 29, 2021

13 Weeks Ended May 5, 2023

13 Weeks Ended April 29, 2022

Basic earnings per share

3 unchanged sentences

Diluted earnings per share is determined based on the dilutive effect of share-based awards using the treasury stock method.

Share-based awards that were outstanding at the end of the respective periods but were not included in the computation of diluted earnings per share because the effect of exercising such awards would be antidilutive, were approximately 0.1 million in each of the respective 13-week periods and 39-week periods, ended October 28, 2022 and October 29, 2021.

Under the accounting standards for income taxes, the asset and liability method is used for computing the future income tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns.

6 unchanged sentences

Generally, with few exceptions, the Company’s 2019 and later tax years remain open for examination by the various state taxing authorities.

As of October 28, 2022, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 9.7 million, $ 0.4 million and $ 0.0 million, respectively, for a total of $ 10.1 million.

As of May 5, 2023, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 8.0 million, $ 0.5 million and $ 0.0 million, respectively, for a total of $ 8.5 million.

This total amount is reflected in noncurrent other liabilities in the condensed consolidated balance sheet.

The Company’s reserve for uncertain tax positions is expected to be reduced by $ 1.7 million in the coming twelve months as a result of expiring statutes of limitations.

As of October 28, 2022, approximately $ 8.8 million of the reserve for uncertain tax positions would impact the Company’s effective income tax rate if the Company were to recognize the tax benefit for these positions.

The effective income tax rates for the 13-week and 39-week periods ended October 28, 2022 were 22.8 % and 22.2 % respectively, compared to rates of 22.2 % and 21.8 % for the 13-week and 39-week periods ended October 29,

The income tax rate for the 13-week period in 2022 was higher than the comparable 13-week period in 2021 primarily due to reduced tax benefits from federal tax credits.

The income tax rate for the 39-week period in 2022 was higher than the comparable 39-week period in 2021 primarily due to a reduced tax benefit from stock-based compensation.

As of October 28, 2022, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities.

The Company’s reserve for uncertain tax positions is expected to be reduced by $ 2.4 million in the coming twelve months as a result of expiring statutes of limitations or settlements.

As of May 5, 2023, approximately $ 8.0

million of the reserve for uncertain tax positions would impact the Company’s effective income tax rate if the Company were to recognize the tax benefit for these positions.

The effective income tax rates for the 13-week periods ended May 5, 2023 and April 29, 2022 were 21.8 %.

The effective income tax rate remained constant as a result of offsetting changes driven by a lower state effective tax rate and less benefit from stock-based compensation in the 13-week period in 2023 than the comparable 13-week period in 2022.

As of May 5, 2023, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities.

Substantially all of the Company’s leases are classified as operating leases and the associated assets and liabilities are presented as separate captions in the condensed consolidated balance sheets.

Finance lease assets are included in net property and equipment, and finance lease liabilities are included in long-term obligations, in the condensed consolidated balance sheets.

At October 28, 2022, the weighted-average remaining lease term for the Company’s operating leases was 9.6 years, and the weighted average discount rate for such leases was 3.9 %.

At May 5, 2023, the weighted-average remaining lease term for the Company’s operating leases was 9.5 years, and the weighted average discount rate for such leases was 4.0 %.

Operating lease costs are reflected as selling, general and administrative costs in the condensed consolidated statements of income.

For the 39-week periods ended October 28, 2022 and October 29, 2021, such costs were $ 1.19 billion and $ 1.11 billion, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities of $ 1.20 billion and $ 1.11 billion, respectively, were reflected in cash flows from operating activities in the condensed consolidated statements of cash flows for the 39-week periods ended October 28, 2022 and October 29, 2021.

For the 13-week periods ended May 5, 2023 and April 29, 2022, such costs were $ 424.6 million and $ 389.7 million, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities of $ 426.3 million and $ 396.6 million, respectively, were reflected in cash flows from operating activities in the condensed consolidated statements of cash flows for the 13-week periods ended May 5, 2023 and April 29, 2022.

Current and long-term obligations

2 unchanged sentences

Revolving Facility

3.250 % Senior Notes due April 15, 2023 (net of discount of $ 0 and $ 319 )

364-Day Revolving Facility

4.250 % Senior Notes due September 20, 2024 (net of discount of $ 481 and $ 563 )

9 unchanged sentences

Debt issuance costs, net

current portion

Long-term obligations

The Company’s credit agreement provides for a $ 2.0 billion senior unsecured revolving credit facility (the “Revolving Facility”) of which up to $ 100.0 million is available for letters of credit and is scheduled to mature on December 2, 2026.

Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) LIBOR or (b) a base rate (which is usually equal to the prime rate).

The credit agreement governing the Revolving Facility includes customary LIBOR replacement provisions.

The applicable interest rate margin for borrowings as of October 28, 2022 was 1.015 % for LIBOR borrowings and 0.015 % for base-rate borrowings.

The Company has a $ 2.0 billion senior unsecured revolving credit facility (the “Revolving Facility”) of which up to $ 100.0 million is available for letters of credit and is scheduled to mature on December 2, 2026.

Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR, as published by CME Group Benchmark Administration Limited, plus a credit spread adjustment of 0.10 %) or (b) a base rate (which is usually equal to the prime rate).

The applicable interest rate margin for borrowings as of May 5, 2023 was 1.015 % for Adjusted Term SOFR borrowings and 0.015 % for base-rate borrowings.

The Company is also required to pay a facility fee, payable on any used and unused commitment amounts of the Revolving Facility, and customary fees on letters of credit issued under the Revolving Facility.

As of October 28, 2022, the facility fee rate was 0.11 %.

As of May 5, 2023, the facility fee rate was 0.11 %.

The applicable interest rate margins for borrowings, the facility fees and the letter of credit fees under the Revolving Facility are subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.

The Revolving Facility contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to:

The Company has a 364-day $ 750 million unsecured revolving credit facility (the “364-Day Revolving Facility”) which will expire on January 30, 2024.

Borrowings under the 364-Day Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR, as published by CME Group Benchmark Administration Limited, plus a credit spread adjustment of 0.10 %) or (b) a base rate (which is usually equal to the prime rate).

The Company is also required to pay a facility fee to the lenders under the 364-Day Revolving Facility for any used and unused commitments.

As of May 5, 2023, the applicable interest rate margin for Adjusted Term SOFR loans was 1.035 % and the facility fee rate was 0.09 %.

The applicable interest rate margins for borrowings and the facility fees under the 364-Day Revolving Facility are subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.

The credit agreements governing the Revolving Facility and the 364-Day Revolving Facility (together, the “Facilities”) contain a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to:

incur additional liens;

sell all or substantially all

of the Company’s assets;

sell all or substantially all of the Company’s assets;

consummate certain fundamental changes or change in the Company’s lines of business;

and incur additional subsidiary indebtedness.

The Revolving Facility also contains financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio.

As of October 28, 2022, the Company was in compliance with all such covenants.

The Revolving Facility also contains customary events of default.

As of October 28, 2022, the Company had no outstanding borrowings, $ 0.3 million of outstanding letters of credit, and approximately $ 2.0 billion of borrowing availability under the Revolving Facility that, due to the Company’s intention to maintain borrowing availability related to the commercial paper program described below, could contribute incremental liquidity of $ 1.3 billion.

In addition, as of October 28, 2022, the Company had outstanding letters of credit of $ 43.2 million which were issued pursuant to separate agreements.

As of October 28, 2022, the Company had a commercial paper program under which the Company may issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed $ 2.0 billion outstanding at any time.

The credit agreements governing the Facilities also contain financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio.

As of May 5, 2023, the Company was in compliance with all such covenants.

The credit agreements governing each of the Facilities also contain customary events of default.

As of May 5, 2023, the Company had no outstanding borrowings, no outstanding letters of credit, and approximately $ 2.0 billion of borrowing availability under the Revolving Facility that, due to the Company’s intention to maintain borrowing availability related to the commercial paper program described below, could contribute incremental liquidity of $ 0.3 billion.

As of May 5, 2023, under the 364-Day Revolving Facility, the Company had outstanding borrowings of $ 250.0 million and borrowing availability of $ 500.0 million.

As of May 5, 2023, the Company had combined availability under the Facilities of $ 791.0 million.

In addition, as of May 5, 2023, the Company had outstanding letters of credit of $ 43.6 million which were issued pursuant to separate agreements.

As of May 5, 2023, the Company had a commercial paper program under which the Company may issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed $ 2.0 billion outstanding at any time.

The CP Notes may have maturities of up to 364 days from the date of issue and rank equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness.

The Company intends to maintain available commitments under the Revolving Facility in an amount at least equal to the amount of CP Notes outstanding at any time.

As of October 28, 2022, the Company’s condensed consolidated balance sheet reflected outstanding unsecured CP Notes of $ 0.5 billion, which had a weighted average borrowing rate of 3.6 %.

CP Notes totaling $ 194.0 million and $ 181.0 million at July 29, 2022 and January 28, 2022, respectively, were held by a wholly-owned subsidiary of the Company and are therefore not reflected in the condensed consolidated balance sheets.

On September 20, 2022, the Company issued $ 750.0 million aggregate principal amount of 4.25 % senior notes due 2024 (the “2024 Senior Notes”), net of discount of $ 0.7 million, $ 550.0 million aggregate principal amount of 4.625 % senior notes due 2027 (the “November 2027 Senior Notes”), net of discount of $ 0.5 million, $ 700.0 million aggregate principal amount of 5.0 % senior notes due 2032 (the “2032 Senior Notes”), net of discount of $ 2.4 million, and $ 300.0 million aggregate principal amount of 5.50 % senior notes due 2052 (the “2052 Senior Notes”), net of discount of $ 0.3 million.

The 2024 Senior Notes are scheduled to mature on September 20, 2024, the November 2027 Senior Notes are scheduled to mature on November 1, 2027, the 2032 Senior Notes are scheduled to mature on November 1, 2032 and the 2052 Senior Notes are scheduled to mature on November 1, 2052.

Interest on the 2024 Senior Notes is payable in cash on March 20 and September 20 of each year, commencing on March 20, 2023.

Interest on the November 2027 Senior Notes, the 2032 Senior Notes and the 2052 Senior Notes is payable in cash on May 1 and November 1 of each year, commencing on May 1, 2023.

The Company incurred $ 16.5 million of debt issuance costs associated with the issuance of the 2024 Senior Notes, November 2027 Senior Notes, 2032 Senior Notes and 2052 Senior Notes.

Effective October 6, 2022, the Company redeemed $ 900.0 million aggregate principal amount of outstanding 3.25 % senior notes due 2023 (the “2023 Senior Notes”), and incurred a loss of $ 0.4 million associated with the redemption.

The Company funded the redemption price for the 2023 Senior Notes with proceeds from the issuance of the Senior Notes issued on September 20, 2022 as discussed above.

As of May 5, 2023, the Company’s condensed consolidated balance sheet reflected outstanding unsecured CP Notes of $ 1.5 billion, which had a weighted average borrowing rate of 5.3 %.

CP Notes totaling $ 204.3 million and $ 230.8 million at May 5, 2023 and February 3, 2023, respectively, were held by a wholly-owned subsidiary of the Company and are therefore not reflected in the condensed consolidated balance sheets.

Assets and liabilities measured at fair value

2 unchanged sentences

As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The Company does not have any fair value measurements categorized within Level 3 as of October 28, 2022.

The following table presents the Company’s liabilities required to be measured at fair value as of October 28, 2022, aggregated by the level in the fair value hierarchy within which those measurements are classified.

The Company does not have any fair value measurements categorized within Level 3 as of May 5, 2023.

The following table presents the Company’s liabilities required to be measured at fair value as of May 5, 2023, aggregated by the level in the fair value hierarchy within which those measurements are classified.

Quoted Prices

1 unchanged sentence

(In thousands)

Long-term obligations (a)

Current and long-term obligations (a)

Deferred compensation (b)

(a) Included in the condensed consolidated balance sheet at book value as long-term obligations of $ 5,985,728 .

(a) Included in the condensed consolidated balance sheet at book value as short-term borrowings of $ 250,000 and long-term obligations of $ 7,028,767 .

(b) Reflected at fair value in the condensed consolidated balance sheet as accrued expenses and other current liabilities of $ 7,066 and noncurrent other liabilities of $ 40,749 .

4 unchanged sentences

For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made.

On January 20, 2023, a lawsuit entitled Brent Conforti, et al.

Owen, et al .

was filed in the United States District Court for the Middle District of Tennessee (Case No.

3:23-CV-00059) (“ Conforti ”) in which the plaintiff shareholder, purportedly on behalf and for the benefit of the Company, alleges that each of the Company’s directors violated their fiduciary duties by failing to implement and maintain a system of controls regarding the Company’s workplace safety practices.

The plaintiff also alleges corporate waste and, as to the Company’s former CEO, Mr.

Vasos, unjust enrichment.

On February 13, 2023, the plaintiff amended the complaint to add breach of fiduciary duty allegations against certain officers of the Company, including Messrs.

Owen, Vasos, Garratt, Sunderland and Wenkoff and Mss.

Taylor and Elliott, and to expand the unjust enrichment claim to include all individual director and officer defendants (the “Individual Defendants”).

The plaintiff seeks both non-monetary and monetary relief for the benefit of the Company.

On April 1, 2023, the Company and the Individual Defendants moved to dismiss the Conforti action, and that motion remains pending.

Based on information currently available, the Company believes that its pending legal matters, both individually and in the aggregate, will be resolved without a material adverse effect on the Company’s consolidated financial statements as a whole.

3 unchanged sentences

The Company manages its business on the basis of one reportable operating segment.

As of October 28, 2022, all of the Company’s retail store operations were located within the United States.

As of May 5, 2023, the Company’s retail store operations were primarily located within the United States, with one retail store in Mexico.

Certain product sourcing and other operations are located outside the United States, which collectively are not material with regard to assets, results of operations or otherwise to the consolidated financial statements.

1 unchanged sentence

13 Weeks Ended

39 Weeks Ended

(in thousands)

5 unchanged sentences

The repurchase authorization has no expiration date and allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions.

The timing, manner and number of shares repurchased will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under any applicable debt agreements and other factors.

Repurchases under the program may be funded from available cash or borrowings, including under the Revolving Facility and issuance of CP Notes discussed in further detail in Note 5, or otherwise.

Pursuant to its common stock repurchase program, during the 39-week periods ended October 28, 2022 and October 29, 2021, the Company repurchased in the open market approximately 7.1 million shares of its common stock at a total cost of $ 1.6 billion and approximately 9.9 million shares of its common stock at a total cost of $ 2.1 billion, respectively.

The Company paid a cash dividend of $ 0.55 per share during each of the first three quarters of 2022.

In November 2022, the Board declared a quarterly cash dividend of $ 0.55 per share, which is payable on or before January 17, 2023 to shareholders of record on January 3, 2023.

The amount and declaration of future cash dividends is subject to the sole discretion of the Board and will depend upon, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant in its sole discretion.

Repurchases under the program may be funded from available cash or borrowings, including under the Facilities and issuance of CP Notes discussed in further detail in Note 5, or otherwise.

Pursuant to its common stock repurchase program, during the 13-week periods ended May 5, 2023 and April 29, 2022, respectively, the Company repurchased in the open market no shares of its common stock and approximately 3.4 million shares of its common stock at a total cost of $ 746.8 million.

The Company paid a cash dividend of $ 0.59 per share during the first quarter of 2023.

In May 2023, the Board declared a quarterly cash dividend of $ 0.59 per share, which is payable on or before July 25, 2023 to shareholders of record on July 11, 2023.

The amount and declaration of future cash dividends is subject to the sole discretion of the Board and will depend upon, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions, excess debt capacity, and other factors that the Board may deem relevant in its sole discretion.

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Dollar General Corporation and subsidiaries (the Company) as of October 28, 2022, the related condensed consolidated statements of income, comprehensive income, and shareholders’ equity for the thirteen and thirty-nine week periods ended October 28, 2022 and October 29, 2021, the condensed consolidated statements of cash flows for the thirty-nine week periods ended October 28, 2022 and October 29, 2021, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”).

We have reviewed the accompanying condensed consolidated balance sheet of Dollar General Corporation and subsidiaries (the Company) as of May 5, 2023, the related condensed consolidated statements of income, comprehensive income, and shareholders’ equity for the thirteen-week periods ended May 5, 2023 and April 29, 2022, the condensed consolidated statements of cash flows for the thirteen-week periods ended May 5, 2023 and April 29, 2022, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”).

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S.

generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 28, 2022, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year then ended, and the related notes (not presented herein);

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of February 3, 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year then ended, and the related notes (not presented herein);

and in our report dated March 24, 2023, we expressed an unqualified audit opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 28, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of February 3, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

8 unchanged sentences

Nashville, Tennessee

December 1, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements