What changed in this filing

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Item 1. Financial Statements

2024-05-30 compared with 2023-12-07 · 93 added, 110 removed, 240 unchanged (46% of the section changed)

30 unchanged sentences

Retained earnings

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Total shareholders’ equity

5 unchanged sentences

For the 13 weeks ended

For the 39 weeks ended

Cost of goods sold

1 unchanged sentence

Operating profit

Interest expense

Other (income) expense

Interest expense, net

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 $ 0 and $ 86 , respectively

6 unchanged sentences

Income (Loss)

Balances, August 4, 2023

Dividends paid, $ 0.59 per common share

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

Share-based compensation expense

Other equity and related transactions

Balances, November 3, 2023

Balances, July 29, 2022

Dividends paid, $ 0.55 per common share

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

Share-based compensation expense

Repurchases of common stock

Other equity and related transactions

Balances, October 28, 2022

Balances, February 2, 2024

3 unchanged sentences

Other equity and related transactions

Balances, November 3, 2023

Balances, January 28, 2022

Balances, May 3, 2024

Balances, February 3, 2023

Dividends paid, $ 0.59 per common share

1 unchanged sentence

Share-based compensation expense

Repurchases of common stock

( 1,635,602 )

( 1,641,851 )

Other equity and related transactions

Balances, October 28, 2022

Balances, May 5, 2023

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

( 1,240,507 )

( 1,078,208 )

Proceeds from sales of property and equipment

Net cash provided by (used in) investing activities

( 1,235,544 )

( 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

( 1,303,800 )

Borrowings under revolving credit facilities

Repayments of borrowings under revolving credit facilities

Costs associated with issuance of debt

Repurchases of common stock

( 1,641,851 )

Payments of cash dividends

18 unchanged sentences

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

The Company’s 2023 fiscal year is 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 Company’s 2024 fiscal year is scheduled to be a 52 -week accounting period ending on January 31, 2025, and the 2023 fiscal year was a 52 -week accounting period that ended on February 2, 2024.

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 November 3, 2023 and results of operations for the 13-week and 39-week accounting periods ended November 3, 2023 and October 28, 2022 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 3, 2024, and results of operations for the 13-week accounting periods ended May 3, 2024 and May 5, 2023, have been made.

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

6 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 $ 11.3 million and $ 147.8 million in the respective 13-week periods, and $ 59.7 million and $ 353.6 million in the respective 39-week periods, ended November 3, 2023 and October 28, 2022.

The Company recorded a LIFO provision of $ 10.3 million and $ 28.1 million in the respective 13-week periods ended May 3, 2024 and May 5, 2023.

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 November 3, 2023 and February 3, 2023, the obligations outstanding at the end of the reporting period were $ 299.9 million and $ 343.6 million, respectively.

As of May 3, 2024 and February 2, 2024, the amount of obligations outstanding that the Company has confirmed with the financial institutions under the supply chain finance program were $ 246.6 million and $ 306.8 million, respectively.

In December 2023, the Financial Accounting Standards Board (“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.

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

5 unchanged sentences

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.

This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of LIBOR, related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates.

The guidance provides optional expedients and exceptions for applying U.S.

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

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.

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 within the Form 10-K.

Earnings per share

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

13 Weeks Ended November 3, 2023

13 Weeks Ended October 28, 2022

Basic earnings per share

Effect of dilutive share-based awards

Diluted earnings per share

39 Weeks Ended November 3, 2023

39 Weeks Ended October 28, 2022

13 Weeks Ended May 3, 2024

13 Weeks Ended May 5, 2023

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 November 3, 2023 and October 28, 2022.

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.

1 unchanged sentence

A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities.

If the tax position is expected to meet the more likely than

not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position.

If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position.

The Company’s 2019 and earlier tax years are not open for further examination by the Internal Revenue Service (“IRS”).

2 unchanged sentences

Generally, with few exceptions, the Company’s 2020 and later tax years remain open for examination by the various state taxing authorities.

As of November 3, 2023, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 14.8 million, $ 1.0 million and $ 0.0 million, respectively, for a total of $ 15.8 million.

As of May 3, 2024, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 11.7 million, $ 1.4 million and $ 0.8 million, respectively, for a total of $ 13.9 million.

The uncertain tax liability 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 $ 2.7 million in the coming twelve months as a result of expiring statutes of limitations or settlements.

As of November 3, 2023, approximately $ 12.6 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 November 3, 2023 were 21.3 % and 22.1 % respectively, compared to rates of 22.8 % and 22.2 % for the 13-week and 39-week periods ended October 28, 2022.

The effective income tax rate was lower for the 13-week period in 2023 than the comparable 13-week period in 2022 primarily due to increased benefits from federal employment tax credits and an increased benefit to the effective tax rate from rate-impacting items caused by lower earnings before taxes in the 13-week period in 2023 offset by a higher state effective tax rate.

The effective income tax rate was lower for the 39-week period in 2023 than the comparable 39-week period in 2022 primarily due to a reduced benefit from stock-based compensation and a higher state effective income tax rate offset by an increased benefit to the effective tax rate from rate-impacting items caused by lower earnings before taxes in the 39-week period in 2023.

As of November 3, 2023, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities.

As of May 3, 2024, approximately $ 11.7 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 rate for the 13-week period ended May 3, 2024 was 23.3 % compared to a rate of 21.8 % for the 13-week period ended May 5, 2023.

The effective income tax rate was higher for the 13-week period in 2024 than the comparable 13-week period in 2023 primarily due to the effect of certain rate-impacting items on lower earnings before taxes and expense attributable to stock-based compensation.

The Organization of Economic Cooperation and Development has proposed a global minimum tax of 15% on a country-by-country basis (“Pillar Two”).

Pursuant to Pillar Two, countries have enacted minimum tax rates of 15% effective for the 2024 tax year while other countries have enacted or proposed legislation making the 15% minimum tax rate effective for the 2025 tax year or later.

The Company operates in a country that is currently assessing the enactment of the 15% minimum tax rate beginning in 2025.

If enacted, the Company does not believe it will have a material impact on tax expense.

As of May 3, 2024, 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 November 3, 2023, the weighted-average remaining lease term for the Company’s operating leases was 9.3 years, and the weighted average discount rate for such leases was 4.1 %.

At May 3, 2024, 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 4.3 %.

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

For the 39-week periods ended November 3, 2023 and October 28, 2022, such costs were $ 1.30 billion and $ 1.19 billion, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities of $ 1.30 billion and $ 1.20 billion, respectively, were reflected in cash flows from operating activities in the condensed consolidated statements of cash flows for the 39-week periods ended November 3, 2023 and October 28, 2022.

For the 13-week periods ended May 3, 2024 and May 5, 2023, such costs were $ 459.8 million and $ 424.6 million, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities of $ 466.7 million and $ 426.3 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 3, 2024 and May 5, 2023.

Current and long-term obligations

3 unchanged sentences

364-Day Revolving Facility

Unsecured commercial paper notes

4.250 % Senior Notes due September 20, 2024 (net of discount of $ 145 and $ 230 )

9 unchanged sentences

5.500 % Senior Notes due November 1, 2052 (net of discount of $ 287 and $ 288 )

Unsecured commercial paper notes

Debt issuance costs, net

1 unchanged sentence

Long-term obligations

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

Revolving Facility

At May 3, 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.

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 November 3, 2023 was 1.015 % for Adjusted Term SOFR borrowings and 0.015 % for base-rate borrowings.

The applicable interest rate margin for borrowings as of May 3, 2024 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 November 3, 2023, the facility fee rate was 0.11 %.

As of May 3, 2024, 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 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 November 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 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:

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 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 November 3, 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 November 3, 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 $ 1.6 billion.

As of November 3, 2023, under the 364-Day Revolving Facility, the Company had no outstanding borrowings and borrowing availability of $ 750.0 million.

As of November 3, 2023, the Company had combined availability under the Facilities of $ 2.4 billion.

In addition, as of November 3, 2023, the Company had outstanding letters of credit of $ 43.2 million which were issued pursuant to separate agreements.

As of November 3, 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 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.

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.

As of May 3, 2024, the Company was in compliance with all covenants pertaining to the Revolving Facility.

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

As of May 3, 2024, 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 $ 1.8 billion .

In addition, as of May 3, 2024, the Company had outstanding letters of credit of $ 46.6 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.

Commercial Paper

As of May 3, 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.

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 November 3, 2023, the Company’s condensed consolidated balance sheet reflected outstanding unsecured CP Notes of $ 198.1 million, which had a weighted average borrowing rate of 5.4 %.

CP Notes totaling $ 197.7 million and $ 230.8 million at November 3, 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.

As of May 3, 2024, the Company’s condensed consolidated balance sheet reflected no outstanding unsecured CP Notes.

CP Notes totaling $ 195.0 million and $ 197.7 million at May 3, 2024 and February 2, 2024, respectively, were held by a wholly-owned subsidiary of the Company and are therefore not reflected in the condensed 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.

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.

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.

3 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 November 3, 2023.

The following table presents the Company’s liabilities required to be measured at fair value as of November 3, 2023, 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 3, 2024.

The following table presents the Company’s liabilities required to be measured at fair value as of May 3, 2024, aggregated by the level in the fair value hierarchy within which those measurements are classified.

Quoted Prices

10 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.

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 then former CEO, Mr.

Vasos, unjust enrichment.

On February 13, 2023, the plaintiff amended the complaint to add breach of fiduciary duty allegations against certain then 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 October 12, 2023, the court granted in its entirety the motion to dismiss filed by the Company and the Individual Defendants.

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:

1 unchanged sentence

Dollar General Corporation, et al.

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

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) (collectively, the “Shareholder Securities Litigation”).

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 deadline to seek appointment by the Court to serve as the lead plaintiff in the Shareholder Securities Litigation is January 26, 2024.

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

On April 4, 2024, the court appointed lead plaintiff and lead counsel in the Shareholder Securities Litigation .

On or before June 17, 2024, lead plaintiff must file a consolidated amended complaint.

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 “Federal Court 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 Federal Court Shareholder Derivative Litigation seek both non-monetary and monetary relief for the benefit of the Company.

On April 2, 2024, the court consolidated the Silva , Dunn , and Caliguiri actions.

On May 2, 2024, the Silva action was dismissed.

On May 22, 2024, the court entered an order staying the Dunn and Caliguiri actions pending resolution of the defendants’ anticipated motion to dismiss in the Shareholder Securities Litigation .

On March 26, 2024 and March 28, 2024, respectively, the following shareholder derivative actions were filed in the Chancery Court for Davidson County, Tennessee:

Todd Hellrigel v.

24-0392-I) ( “Hellrigel" );

Steve Southwell v.

Todd Vasos, et al.

24-0379-I) ( “Southwell” ) (collectively, the “State Court Shareholder Derivative Litigation” ).

The claims in the State Court Shareholder Derivative Litigation include allegations 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) were unjustly enriched;

and (iii) that Mr.

Bryant, and Ms.

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

The relief sought is substantially the same as the relief sought in the Federal Court Derivative Shareholder Litigation .

On May 20, 2024, the court entered an agreed order consolidating the Hellrigel and Southwell actions, appointing lead counsel, and staying the State Court Shareholder Derivative Litigation pending resolution of defendants’ anticipated motion to dismiss the Shareholder Securities Litigation .

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 November 3, 2023, the Company’s retail store operations were primarily located within the United States, with two retail stores in Mexico.

As of May 3, 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.

1 unchanged sentence

13 Weeks Ended

39 Weeks Ended

(in thousands)

6 unchanged sentences

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, cash requirements, excess debt capacity, results of operations, financial condition and other factors.

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 39-week periods ended November 3, 2023 and October 28, 2022, respectively, the Company repurchased in the open market no shares of its common stock and 7.1 million shares of its common stock at a total cost of $ 1.6 billion.

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

In December 2023, the Board declared a quarterly cash dividend of $ 0.59 per share, which is payable on or before January 23, 2023, to shareholders of record on January 9, 2023.

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 13-week periods ended May 3, 2024 and May 5, 2023, respectively, the Company repurchased no shares of its common stock in the open market.

The Company paid a cash dividend of $ 0.59 per share during the first quarter of 2024.

In May 2024, the Board declared a quarterly cash dividend of $ 0.59 per share, which is payable on or before July 23, 2024, to shareholders of record on July 9, 2024.

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.

2 unchanged sentences

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 November 3, 2023, the related condensed consolidated statements of income, comprehensive income, and shareholders’ equity for the thirteen and thirty-nine week periods ended November 3, 2023 and October 28, 2022, the condensed consolidated statements of cash flows for the thirty-nine week periods ended November 3, 2023 and October 28, 2022, 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 3, 2024, the related condensed consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the thirteen -week periods ended May 3, 2024 and May 5, 2023, 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.

13 unchanged sentences

Nashville, Tennessee

December 7, 2023

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