What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-03-25 compared with 2023-03-24 · 128 added, 94 removed, 562 unchanged (28% of the section changed)

4 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of February 3, 2023 and January 28, 2022, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended February 3, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 3, 2023 and January 28, 2022, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2023, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of February 2, 2024 and February 3, 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended February 2, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 2, 2024 and February 3, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2024, in conformity with U.S.

generally accepted accounting principles.

49 unchanged sentences

Current liabilities:

Current portion of long-term obligations

Current portion of operating lease liabilities

11 unchanged sentences

Common stock;

$ 0.875 par value, 1,000,000 shares authorized, 219,105 and 230,016 shares issued and outstanding at February 3, 2023 and January 28, 2022, respectively

$ 0.875 par value, 1,000,000 shares authorized, 219,663 and 219,105 shares issued and outstanding at February 2, 2024 and February 3, 2023, respectively

Additional paid-in capital

5 unchanged sentences

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED S TATEMENTS OF INCOME

(In thousands, except per share amounts)

19 unchanged sentences

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF SHAREHOLDE RS’ EQUITY

(In thousands except per share amounts)

11 unchanged sentences

Dividends paid, $ 2.20 per common share

Unrealized net gain (loss) on hedged transactions

Unrealized net gain (loss) on hedged transactions and currency translation

Share-based compensation expense

2 unchanged sentences

( 2,748,014 )

Excise tax incurred on common stock repurchases

Other equity and related transactions

Balances, January 28, 2022

Balances, February 3, 2023

Dividends paid, $ 2.36 per common share

1 unchanged sentence

Share-based compensation expense

Repurchases of common stock

( 2,737,826 )

( 2,748,014 )

Excise tax incurred on common stock repurchases

Other equity and related transactions

32 unchanged sentences

Net increase (decrease) in commercial paper outstanding

( 1,501,900 )

Borrowings under revolving credit facilities

4 unchanged sentences

( 2,549,669 )

( 2,466,434 )

Payments of cash dividends

2 unchanged sentences

( 2,832,002 )

( 1,714,992 )

Net increase (decrease) in cash and cash equivalents

9 unchanged sentences

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED F INANCIAL STATEMENTS

Basis of presentation and accounting policies

Basis of presentation

These notes contain references to the years 2022, 2021, and 2020, which represent fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

The Company’s 2022 accounting period was comprised of 53 weeks, and the 2021 and 2020 accounting periods were each comprised of 52 weeks.

These notes contain references to the years 2023, 2022, and 2021, which represent fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively.

The Company’s 2023 and 2021 accounting periods were each comprised of 52 weeks, and the 2022 accounting period was comprised of 53 weeks.

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

1 unchanged sentence

Intercompany transactions have been eliminated.

The Company sells general merchandise on a retail basis through 19,104 stores (as of February 3, 2023) in 47 states with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

As of February 3, 2023, the Company operated 19 distribution centers for non-refrigerated products, ten cold storage distribution centers, and two combination distribution centers which have both refrigerated and non-refrigerated products.

The Company sells general merchandise on a retail basis through 19,986 stores (as of February 2, 2024) in 48 U.S.

states and Mexico with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

As of February 2, 2024, the Company operated 18 distribution centers for non-refrigerated products, ten cold storage distribution centers, and three combination distribution centers which have both refrigerated and non-refrigerated products.

The Company leases 14 of these facilities and the remainder are owned.

3 unchanged sentences

The carrying amounts of these items are a reasonable estimate of their fair value due to the short maturity of these investments.

Payments due from processors for electronic tender transactions classified as cash and cash equivalents totaled approximately $ 157.3 million and $ 133.9 million at February 3, 2023 and January 28, 2022, respectively.

Payments due from processors for electronic tender transactions classified as cash and cash equivalents totaled approximately $ 109.3 million and $ 157.3 million at February 2, 2024 and February 3, 2023, respectively.

Investments in debt and equity securities

9 unchanged sentences

Costs directly associated with warehousing and distribution are capitalized into inventory.

The excess of current cost over LIFO cost was approximately $ 813.6 million and $ 296.3 million at February 3, 2023 and January 28, 2022, respectively.

The excess of current cost over LIFO cost was approximately $ 875.1 million and $ 813.6 million at February 2, 2024 and February 3, 2023, respectively.

Current cost is determined using the RIM on a first-in, first-out basis.

24 unchanged sentences

Net property and equipment

Depreciated over the lesser of the life of the applicable lease term or the estimated useful life of the asset.

(a) Depreciated over the lesser of the life of the applicable lease term or the estimated useful life of the asset.

Depreciation and amortization expense related to property and equipment was approximately $ 839.9 million, $ 717.8 million and $ 635.9 million for 2023, 2022 and 2021, respectively.

Interest on borrowed funds during the construction of property and equipment is capitalized where applicable.

Interest costs of $ 4.8 million, $ 1.2 million, and less than $ 0.1 million were capitalized in 2022, 2021 and 2020, respectively.

Interest costs of $ 12.5 million, $ 4.8 million, and $ 1.2 million were capitalized in 2023, 2022 and 2021, respectively.

Impairment of long-lived assets

35 unchanged sentences

Included in other accrued expenses are liabilities for freight expense, interest, utilities, maintenance and legal settlements.

Supply chain finance programs

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 payment terms that the Company has with participating suppliers under these programs generally range up to 120 days .

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

As of February 2, 2024 and February 3, 2023, the amount of obligations outstanding that the Company has confirmed with the financial institutions under the supply chain finance program were $ 306.8 million and $ 343.6 million, respectively.

Insurance liabilities

The Company retains a significant portion of risk for its workers’ compensation, employee health, general liability, property, automobile, and certain third-party landlord general liability claim exposures.

The Company retains a significant portion of risk for its workers’ compensation, employee health, general liability, property, auto liability and certain third-party landlord general liability claim exposures.

Accordingly, provisions are made for the Company’s estimates of such risks which are recorded as self-insurance reserves pursuant to Company policy.

8 unchanged sentences

To determine an indicative secured rate, the Company uses the estimated credit spread improvement that would result from an upgrade of one ratings classification by tenor.

The Company records single lease cost on a straight-line basis over the base, non-cancelable lease term commencing on the date that the Company takes physical possession of the property from the landlord, which may include a period prior to the opening of a store or other facility to make any necessary leasehold improvements and install fixtures.

install fixtures.

Any tenant allowances received are recorded as a reduction of the right of use asset.

18 unchanged sentences

The Company previously recorded a loss on the settlement of derivatives associated with the issuance of long-term debt in 2013 which was deferred to other comprehensive income and is being amortized as an increase to interest expense over the 10-year period of the debt’s maturity.

Foreign currency denominated assets and liabilities held by foreign subsidiaries are translated into U.S.

dollars using the spot rate in effect at the consolidated balance sheet date.

Results of operations are translated using the average exchange rates in the period in which they occur.

The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income or loss.

Revenue recognition

3 unchanged sentences

The liability for gift cards is established for the cash value at the time of purchase of the gift card.

The liability for outstanding gift cards was approximately $ 10.7 million and $ 9.7 million at February 3, 2023 and January 28, 2022, respectively, and is recorded in Accrued expenses and other liabilities.

The liability for outstanding gift cards was approximately $ 13.8 million and $ 10.7 million at February 2, 2024 and February 3, 2023, respectively, and is recorded in Accrued expenses and other liabilities.

Estimated breakage revenue, a percentage of gift cards that will never be redeemed based on historical redemption rates, is recognized over time in proportion to actual gift card redemptions.

2 unchanged sentences

Advertising costs are expensed upon performance, “first showing” or distribution, and are reflected in SG&A expenses net of earned cooperative advertising amounts provided by vendors which are specific, incremental and otherwise qualifying expenses related to the promotion or sale of vendor products for dollar amounts up to but not exceeding actual incremental costs.

Advertising costs were $ 126.0 million, $ 117.2 million and $ 107.4 million in

2022, 2021 and 2020, respectively.

These costs primarily include promotional circulars, targeted circulars supporting new stores, television and radio advertising, and in-store signage.

Advertising costs were $ 130.6 million, $ 126.0 million and $ 117.2 million in 2023, 2022 and 2021, respectively.

These costs primarily include promotional circulars, targeted circulars supporting new stores, digital media support, and in-store signage.

Vendor funding for cooperative advertising offset reported expenses by $ 35.7 million, $ 33.4 million and $ 34.3 million in 2023, 2022 and 2021, respectively.

22 unchanged sentences

Management estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

5 unchanged sentences

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

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 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.

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.

These disclosures are 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.

Early adoption is permitted.

The amendments should be applied retrospectively to each period in which a balance sheet is presented, except for disclosure of rollforward information, which should be applied prospectively.

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 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 November 2023, the FASB issued an update to the required disclosures for segment reporting.

The update is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

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

In December 2023, the FASB issued an update to the required disclosures for income taxes.

The update is intended to improve the rate reconciliation and income taxes paid disclosures to enhance the transparency and decision usefulness of income tax disclosures.

The update is effective for fiscal years beginning after December 15, 2024.

The Company is currently assessing the impact of the adoption of this required disclosure.

Earnings per share

19 unchanged sentences

Jobs credits, net of federal income taxes

The effective income tax rate for 2023 was 21.6 % compared to a rate of 22.5 % for 2022 which represents a net decrease of 0.9 percentage points.

The effective income tax rate was lower in 2023 primarily due to the effect of certain rate-impacting items (such as federal tax credits) on lower earnings before taxes and a lower state effective rate resulting from increased recognition of state tax credits.

The effective income tax rate for 2022 was 22.5 % compared to a rate of 21.7 % for 2021 which represents a net increase of 0.8 percentage points.

The effective income tax rate was higher in 2022 primarily due to decreased income tax benefits associated with stock-based compensation compared to 2021.

The effective income tax rate for 2021 was 21.7 % compared to a rate of 22.0 % for 2020 which represents a net decrease of 0.3 percentage points.

The effective income tax rate was lower in 2021 primarily due to increased income tax benefits associated with federal tax credits partially offset by a higher state effective tax rate in 2021 compared to 2020.

Deferred taxes reflect the effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

24 unchanged sentences

( 1,133,784 )

The Company has state tax credit carryforwards of approximately $ 7.8 million (net of federal benefit) that will expire beginning in 2023 through 2027 and the Company has approximately $ 13.5 million of state apportioned net operating loss carryforwards, which will begin to expire in 2029 and will continue through 2041 .

The Company has a valuation allowance for certain state tax credit carryforwards and foreign net operating loss carryforwards, in the amount of $ 9.0 million and $ 5.2 million (net of federal benefit) which increased income tax expense by $ 3.8 million and $ 1.1 million in 2022 and 2021, respectively.

Management believes that the results from operations will not generate sufficient taxable income to realize these deferred tax assets before they expire.

( 1,060,906 )

The Company has state tax credit carryforwards of approximately $ 19.4 million (net of federal benefit) that will expire beginning in 2024 through 2035.

The Company has approximately $ 8.1 million of state apportioned net

operating loss carryforwards, which will begin to expire in 2032 and will continue through 2042 and approximately $ 31.6 million of foreign net operating loss carryforwards, which will begin to expire in 2032 through 2034.

The Company has a valuation allowance for certain state tax credit carryforwards and foreign net operating loss carryforwards and deferred tax assets, in the amount of $ 17.0 million and $ 9.0 million (net of federal benefit) which increased income tax expense by $ 8.0 million and $ 3.8 million in 2023 and 2022, respectively.

Management believes that the results from operations will not generate sufficient taxable income to realize the state deferred tax assets before they expire and, with respect to the foreign deferred tax assets, will assess the existing positive and negative evidence in evaluating a potential release of the valuation allowance on the deferred tax assets in future periods.

Management believes that it is more likely than not that the Company’s results of operations and its existing deferred tax liabilities will generate sufficient taxable income to realize the remaining deferred tax assets.

4 unchanged sentences

As of February 2, 2024, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 14.4 million, $ 1.0 million and $ 0.0 million, respectively, for a total of $ 15.4 million.

As of January 28, 2022, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 6.2 million, $ 0.2 million and $ 0.0 million, respectively, for a total of $ 6.4 million.

As of February 3, 2023, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 8.0 million, $ 0.3 million and $ 0.0 million, respectively, for a total of $ 8.3 million.

These totals are reflected in noncurrent Other liabilities in the consolidated balance sheets.

The Company’s reserve for uncertain tax positions is expected to be reduced by $ 2.1 million in the coming twelve months as a result of expiring statutes of limitations or settlements.

As of February 3, 2023 and January 28, 2022, approximately $ 8.0 million and $ 6.2 million, respectively, of the uncertain tax positions would impact the Company’s effective income tax rate if the Company were to recognize the tax benefit for these positions.

As of February 2, 2024 and February 3, 2023, approximately $ 11.5 million and $ 8.0 million, respectively, of the 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 amounts associated with uncertain tax positions included in income tax expense consists of the following:

12 unchanged sentences

As of February 2, 2024, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities.

Many of the Company’s store locations are subject to build-to-suit arrangements with landlords which typically carry a primary lease term of up to 15 years .

Many of the Company’s store locations are subject to

build-to-suit arrangements with landlords which typically carry a primary lease term of up to 15 years .

The Company does not control build-to-suit properties during the construction period.

13 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities of $ 1.76 billion, $ 1.62 billion and $ 1.5 billion, respectively, were reflected in cash flows from operating activities in the consolidated statements of cash flows for 2023, 2022 and 2021.

The scheduled maturity of the Company’s operating lease liabilities is as follows:

The scheduled maturities of the Company’s operating lease liabilities are as follows:

(In thousands)

9 unchanged sentences

364-Day Revolving Facility

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

Unsecured commercial paper notes

4.250 % Senior Notes due September 20, 2024 (net of discount of $ 230 and $ 563 )

3 unchanged sentences

4.125 % Senior Notes due May 1, 2028 (net of discount of $ 237 and $ 287 )

5.200 % Senior Notes due July 5, 2028 (net of discount of $ 124 and $ 0 )

3.500 % Senior Notes due April 3, 2030 (net of discount of $ 441 and $ 504 )

5.000 % Senior Notes due November 1, 2032 (net of discount of $ 2,155 and $ 2,346 )

5.450 % Senior Notes due July 5, 2033 (net of discount of $ 1,521 and $ 0 )

4.125 % Senior Notes due April 3, 2050 (net of discount of $ 4,670 and $ 4,766 )

5.500 % Senior Notes due November 1, 2052 (net of discount of $ 288 and $ 292 )

Unsecured commercial paper notes

Debt issuance costs, net

current portion

Long-term obligations

Revolving Facility

At February 2, 2024, the existing senior unsecured revolving credit facility (the “Revolving Facility”) had a commitment of $ 2.0 billion that provides for the issuance of letters of credit up to $ 100.0 million and is scheduled to mature on December 2, 2026.

4 unchanged sentences

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 Company entered into a 364-day $ 750 million unsecured revolving credit facility (the “364-Day Revolving Facility”) on January 31, 2023, which will expire on January 30, 2024.

At February 3, 2023, the 364-Day Revolving Facility had no outstanding borrowing.

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 February 3, 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 Revolving Facility and the 364-Day Revolving Facility contain a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s (and its subsidiaries’) ability to:

The credit agreement governing 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:

incur additional liens;

2 unchanged sentences

and incur additional subsidiary indebtedness.

The Revolving Facility and the 364-Day Revolving Facility also contain financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio.

The credit agreement governing 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 February 2, 2024, the Company was in compliance with all such covenants.

Both facilities also contain customary events of default.

On February 13, 2024, the Company amended the credit agreement governing the Revolving Facility to increase the maximum leverage ratio for the four quarters of fiscal 2024.

The credit agreement governing the Revolving Facility also contains customary events of default.

As of February 2, 2024, the Company had no outstanding borrowings, no outstanding letters of credit, and borrowing availability of $ 2.0 billion under the Revolving Facility that, due to its intention to maintain borrowing availability related to the commercial paper program described below, could contribute liquidity of $ 1.8 billion.

As of February 3, 2023, under the 364-Day Revolving Facility, the Company had no outstanding borrowings and borrowing availability of $ 750 million.

At February 3, 2023, the Company had combined availability under the credit facilities of $ 1.0 billion.

In addition, the Company had outstanding letters of credit of $ 39.7 million which were issued pursuant to separate agreements.

addition, the Company had outstanding letters of credit of $ 45.9 million which were issued pursuant to separate agreements.

364-Day Revolving Facility

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

Borrowings under the 364-Day Revolving Facility bore 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 was also required to pay a facility fee to the lenders under the 364-Day Revolving Facility for any used and unused commitments.

Prior to its expiration, 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 were subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.

Commercial Paper

As of February 2, 2024, 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.

1 unchanged sentence

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 February 3, 2023, the Company’s consolidated balance sheet reflected outstanding CP Notes of $ 1.5 billion.

As of February 2, 2024, the Company’s consolidated balance sheet reflected no outstanding CP Notes.

CP Notes totaling $ 197.7 million were held by a wholly-owned subsidiary of the Company and are therefore not reflected on the consolidated balance sheets.

On June 7, 2023, the Company issued $ 500.0 million aggregate principal amount of 5.20 % senior notes due 2028 (the “July 2028 Senior Notes”), net of discount of $ 0.1 million, and $ 1.0 billion aggregate principal amount of 5.45 % senior notes due 2033 (the “2033 Senior Notes”), net of discount of $ 1.6 million.

The July 2028 Senior Notes are scheduled to mature on July 5, 2028, and the 2033 Senior Notes are scheduled to mature on July 5, 2033.

Interest on the July 2028 Senior Notes and the 2033 Senior Notes is payable in cash on January 5 and July 5 of each year, commencing on January 5, 2024.

The Company incurred $ 12.4 million of debt issuance costs associated with the issuance of the July 2028 Senior Notes and the 2033 Senior Notes.

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.

3 unchanged sentences

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.

Collectively, the Company’s Senior Notes due 2024, 2025, April 2027, November 2027, 2028, 2030, 2032, 2050 and 2052 comprise the “Senior Notes”, each of which were issued pursuant to an indenture as supplemented

and amended by supplemental indentures relating to each series of Senior Notes (as so supplemented and amended, the “Senior Indenture”).

The Company may redeem some or all of its Senior Notes at any time at redemption prices set forth in the Senior Indenture.

Collectively, the Company’s Senior Notes maturing between 2024 and 2052 (collectively, the “Senior Notes”), each of which were issued pursuant to an indenture as supplemented and amended by supplemental indentures relating to each series of Senior Notes (as so supplemented and amended, the “Senior Indenture”).

The Company may redeem some or all of its Senior Notes at any time at redemption prices set forth in the Senior

Upon the occurrence of a change of control triggering event, which is defined in the Senior Indenture, each holder of the Senior Notes has the right to require the Company to repurchase some or all of such holder’s Senior Notes at a purchase price in cash equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

6 unchanged sentences

Such arrangements are not material to the Company’s consolidated financial statements.

Scheduled debt maturities at February 3, 2023 for the Company’s fiscal years listed below are as follows (in thousands):

2023 - $ 1,516,478 ;

2024 - $ 764,355 ;

2025 - $ 514,524 ;

2026 - $ 14,378 ;

2027 - $ 1,164,532 ;

thereafter - $ 3,128,329 .

Scheduled debt maturities at February 2, 2024 for the Company’s fiscal years listed below are as follows:

(In thousands)

Assets and liabilities measured at fair value

3 unchanged sentences

(In thousands)

Long-term obligations (a)

Current and long-term obligations (a)

Deferred compensation (b)

(a) Included in the consolidated balance sheet at book value as Long-term obligations of $ 7,009,399 .

(a) Included in the consolidated balance sheet at book value as current portion of long-term obligations of $ 768,645 and long-term obligations of $ 6,231,539 .

(b) Reflected at fair value in the consolidated balance sheet as a component of accrued expenses and other current liabilities of $ 3,100 and a component of noncurrent other liabilities of $ 48,246 .

4 unchanged sentences

From time to time, the Company is a party to various legal matters in the ordinary course of its business, including actions by employees, consumers, suppliers, government agencies, or others.

The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements.

The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company’s condensed consolidated financial statements.

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.

The Company and the Individual Defendants intend to seek dismissal of the Conforti action.

On November 27, 2023, and November 30, 2023, respectively, the following putative shareholder class action lawsuits were filed in the United States District Court for the Middle District of Tennessee in which the plaintiffs allege that during the putative class periods noted below, the Company and certain of its current and former officers violated the federal securities laws by misrepresenting the impact of alleged store labor, inventory, pricing and other practices on the Company’s financial results and prospects:

Washtenaw County Employees’ Retirement System v.

Dollar General Corporation, et al.

3:23-cv-01250) (putative class period of May 28, 2020 to August 30, 2023) ( “Washtenaw County” );

Dollar General Corporation, et al.

3:23-cv-01259) (putative class period of February 23, 2023 to August 31, 2023) ( “Edmonds” ) (collectively, the “Shareholder Securities Litigation” ).

The plaintiffs seek compensatory damages, equitable/injunctive relief, pre- and post-judgment interest and attorneys’ fees and costs.

The Edmonds matter was voluntarily dismissed on January 19, 2024.

Currently pending are multiple applications to serve as the lead plaintiff and counsel in the Washtenaw County matter.

At this time, it is not possible to estimate the value of the claims asserted in the Shareholder Securities Litigation or the potential range of loss in this matter, and no assurances can be given that the Company will be successful in its defense on the merits or otherwise.

However, if the Company is not successful in its defense efforts, the resolution of the Shareholder Securities Litigation could have a material adverse effect on the Company’s consolidated financial statements as a whole.

On January 26 and 29, 2024, and February 1, 2024, respectively, the following shareholder derivative actions were filed in the United States District Court for the Middle District of Tennessee in which the plaintiff shareholders, purportedly on behalf and for the benefit of the Company, allege that certain of the Company’s current and former officers and directors (i) violated their fiduciary duties by misrepresenting the impact of alleged store labor, inventory pricing, and other practices on the Company’s financial results, prospects, and reputation, as well as creating a risk of adverse regulatory action;

(ii) wasted corporate assets;

and (iii) were unjustly enriched:

Nathan Silva v.

3:24-cv-00083) ( “Silva” );

Terry Dunn v.

3:24-cv-00093) ( “Dunn” );

Caliguiri Inh Ira Bene Of Catherine Sugarbaker v.

3:24-cv-00117) ( “Caliguiri” ) (collectively, the “Shareholder Derivative Litigation” ).

The Silva complaint also alleges certain of the Company’s current and former officers and directors violated federal securities laws and aided and abetted breach of fiduciary duty and that Mr.

Vasos violated his fiduciary duties by misusing material, non-public information.

The Dunn and Caliguiri complaints additionally allege that certain of the Company’s officers and directors violated their fiduciary duties by recklessly or negligently disregarding workplace safety practices, and that Mr.

Garratt and Ms.

Fili-Krushel violated their fiduciary duties by misusing material, non-public information.

The plaintiffs in the Shareholder Derivative Litigation seek both non-monetary and monetary relief for the benefit of the Company.

Currently pending is an application to consolidate the Shareholder Derivative Litigation cases and appoint lead counsel.

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.

25 unchanged sentences

With limited exceptions, the performance share unit and restricted stock unit awards are payable in shares of common stock on the vesting date.

The weighted average for key assumptions used in determining the fair value of all stock options granted in the years ended February 3, 2023, January 28, 2022, and January 29, 2021, and a summary of the methodology applied to develop each assumption, are as follows:

The weighted average for key assumptions used in determining the fair value of all stock options granted in the years ended February 2, 2024, February 3, 2023, and January 28, 2022, and a summary of the methodology applied to develop each assumption, are as follows:

Expected dividend yield

14 unchanged sentences

Term in Years

Balance, January 28, 2022

Balance, February 3, 2023

Canceled or expired

6 unchanged sentences

(Intrinsic value amounts reflected in thousands)

Balance, January 28, 2022

Balance, February 3, 2023

Converted to common stock

4 unchanged sentences

(Intrinsic value amounts reflected in thousands)

Balance, January 28, 2022

Balance, February 3, 2023

Converted to common stock

5 unchanged sentences

Year ended February 2, 2024

Year ended January 28, 2022

Year ended February 3, 2023

Year ended January 28, 2022

2 unchanged sentences

See Note 1 for a brief description of the Company’s business.

As of February 3, 2023, all of the Company’s retail store operations were located within the United States.

As of February 2, 2024, the Company’s retail store operations were primarily located within the United States, with three retail stores 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.

7 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 the Company’s debt agreements and other factors.

Repurchases under the program may be funded from available cash or borrowings including under the Company’s Revolving Facility, 364-Day Revolving Facility and issuance of CP Notes discussed in further detail in Note 5.

During the years ended February 3, 2023, January 28, 2022, and January 29, 2021, the Company repurchased approximately 11.6 million shares of its common stock at a total cost of $ 2.7 billion, approximately 12.1 million shares of its common stock at a total cost of $ 2.5 billion, and approximately 12.3 million shares of its common stock at a total cost of $ 2.5 billion, respectively, pursuant to its common stock repurchase program.

The Company paid quarterly cash dividends of $ 0.55 per share in 2022.

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

During the years ended February 2, 2024, February 3, 2023, and January 28, 2022, the Company repurchased no shares of its common stock, approximately 11.6 million shares of its common stock at a total cost of $ 2.7 billion, and approximately 12.1 million shares of its common stock at a total cost of $ 2.5 billion, respectively, pursuant to its common stock repurchase program.

In March 2024, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.59 per share, which is payable on or before April 23, 2024 to shareholders of record on April 9, 2024.

The amount and declaration of future cash dividends is subject to the sole discretion of the Company’s Board of Directors 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.

The Company paid quarterly cash dividends of $ 0.59 per share in 2023.

The amount and declaration of future cash dividends is subject to the sole discretion of the Company’s Board of Directors 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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data