What changed in this filing

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Item 5. Other Information

2023-08-31 compared with 2023-06-01 · 19 added, 28 removed, 85 unchanged (36% of the section changed)

OTHER INFORMATION.

Engagement Letter with Mr.

As previously announced, our President and former Chief Financial Officer, John Garratt, will retire from employment with the Company effective June 2, 2023.

On May 30, 2023, the Company entered into an Engagement Letter with Mr.

Garratt (the “Engagement Letter”) pursuant to which Mr.

Garratt, at his discretion and on an independent contractor basis, may provide advice and consultation on various matters to the Company from time to time on an as-needed basis and at an hourly rate of $1,500.00/hour during an engagement period to begin immediately following his retirement date and ending on April 1, 2024.

Under the Engagement Letter, the Company will also reimburse Mr.

Garratt for any reasonable, documented expenses incurred in providing the services under the Engagement Letter, and Mr.

Garratt is bound by certain confidentiality provisions.

The foregoing description of the Engagement Letter is a summary only, does not purport to be complete, and is qualified in its entirety by reference to Exhibit 10.3 filed herewith and incorporated by reference as to the Engagement Letter terms as if fully set forth herein.

Insider Trading Arrangements .

During our fiscal quarter ended August 4, 2023 , none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10 b5-1 trading arrangement” or a “non-Rule 10 b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

See the Exhibit Index to this report immediately before the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.

6 unchanged sentences

● our expectations regarding economic and competitive market conditions;

● our plans, objectives, and expectations regarding future operations, growth, investments and initiatives, including but not limited to our real estate, store growth and international expansion plans, store formats or concepts, shrink and damages reduction actions, planned approximately $100 million investment in our stores, and anticipated progress and impact of our strategic initiatives (including but not limited to our non-consumables and digital initiatives, DG Media Network, DG Well Being, DG Fresh, Fast Track, and pOpshelf) and our merchandising, margin enhancing, distribution/transportation efficiency (including but not limited to self-distribution and our private fleet) and other initiatives;

● expectations regarding sales and mix of consumable and non-consumable products, customer traffic, basket size and inventory levels;

● our plans, objectives, and expectations regarding future operations, growth, investments and initiatives, including but not limited to our real estate, store growth and international expansion plans, store formats or concepts, shrink and damages reduction actions, planned approximately $150 million investment in retail labor, planned acceleration of inventory reduction efforts, and anticipated progress and impact of our strategic initiatives (including but not limited to our non-consumables and digital initiatives, DG Media Network, DG Well Being, DG Fresh, Fast Track, and pOpshelf) and our merchandising, margin enhancing, distribution/transportation efficiency (including but not limited to self-distribution and our private fleet) and other initiatives;

● expectations regarding sales and mix of consumable and non-consumable products, customer traffic, basket size, shrink and inventory levels;

● expectations regarding inflationary and labor pressures, fuel prices, and other supply chain challenges;

12 unchanged sentences

higher interest rates, consumer debt levels, and tax rates;

lack of available credit;

available credit;

tax law changes that negatively affect credits and refunds;

decreases in, or elimination of,

government stimulus programs or subsidies such as unemployment and food/nutrition assistance programs;

decreases in, or elimination of, government stimulus programs or subsidies such as unemployment and food/nutrition assistance programs and student loan repayment forgiveness;

commodity rates;

3 unchanged sentences

measures or events that create barriers to or increase the costs of international trade (including increased import duties or tariffs);

impacts of failure of the U.S.

government to raise the U.S.

debt ceiling;

and changes in laws and regulations and their effect on, as applicable, customer spending and disposable income, our ability to execute our strategies and initiatives, our cost of goods sold, our SG&A expenses (including real estate costs), and our sales and profitability;

11 unchanged sentences

● incurrence of material uninsured losses, excessive insurance costs or accident costs;

● failure to attract, develop and retain qualified employees while controlling labor costs (including the heightened possibility of increased federal, state and/or local minimum wage rates/salary levels) and other labor issues, including employee safety issues and employee expectations and productivity;

the effects of potential regulatory changes related to the overtime exemption under the Fair Labor Standards Act if implemented) and other labor issues, including employee safety issues and employee expectations and productivity;

● loss of key personnel or inability to hire additional qualified personnel or inability to enforce non-compete agreements that we have in place with management personnel;

28 unchanged sentences

Amended and Restated Bylaws of Dollar General Corporation (effective March 23, 2023) (incorporated by reference to Exhibit 3.2 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023, filed with the SEC on March 24, 2023 (file no.

Form of Performance Share Unit Award Agreement (approved March 28, 2023) for awards beginning March 2023 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan

Consent and Waiver of John W.

Garratt (effective May 1, 2023)

Fourteenth Supplemental Indenture, dated as of June 7, 2023, between Dollar General Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated June 5, 2023, filed with the SEC on June 7, 2023 (file no.

Form of 5.200% Senior Notes due 2028 (included in Exhibit 4.1)

Fifteenth Supplemental Indenture, dated as of June 7, 2023, between Dollar General Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated June 5, 2023, filed with the SEC on June 7, 2023 (file no.

Form of 5.450% Senior Notes due 2033 (included in Exhibit 4.3)

Engagement Letter by and between Dollar General Corporation and John W.

Garratt (effective June 2, 2023)

Form of Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for use beginning fiscal year 2023 (incorporated by reference to Exhibit 10.41 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023, filed with the SEC on March 24, 2023 (file no.

Consulting Agreement by and between Dollar General Corporation and Todd J.

Vasos, effective April 2, 2023 (incorporated by reference to Exhibit 10.49 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023, filed with the SEC on March 24, 2023 (file no.

Amended Schedule of Executive Officers who have executed an employment agreement in the form of COO/Executive Vice President Employment Agreement filed as Exhibit 99 to Dollar General Corporation’s Current Report on Form 8-K dated April 5, 2021, filed with the SEC on April 8, 2021 (incorporated by reference to Exhibit 99.2 to Dollar General Corporation’s Current Report on Form 8-K dated April 19, 2023, filed with the SEC on April 20, 2023 (file no.

Garratt (effective June 2, 2023) (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2023, filed with the SEC on June 1, 2023 (file no.

Letter re unaudited interim financial information

1 unchanged sentence

Certifications of CEO and CFO under 18 U.S.C.

Interactive data files for Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2023, formatted in Inline XBRL:

Interactive data files for Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 4, 2023, formatted in Inline XBRL:

(i) the Condensed Consolidated Balance Sheets;

4 unchanged sentences

and (vi) the Notes to Condensed Consolidated Financial Statements (unaudited)

The cover page from Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2023 (formatted in Inline XBRL and contained in Exhibit 101)

The cover page from Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 4, 2023 (formatted in Inline XBRL and contained in Exhibit 101)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, both on behalf of the Registrant and in her capacity as principal financial officer of the Registrant.

DOLLAR GENERAL CORPORATION

August 31, 2023

Executive Vice President & Chief Financial Officer

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 5. Other Information