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Dollar General Corporation has been delivering value to shoppers for more
than 80 years. Dollar General helps shoppers Save time. Save money. Every
day.® by offering products that are frequently used and replenished, such
as food, snacks, health and beauty aids, cleaning supplies, basic apparel,
housewares and seasonal items at everyday low prices in convenient
neighborhood locations. Dollar General operated 18,130 stores in 46 states
as of January 28, 2022. In addition to high-quality private brands, Dollar
General sells products from America’s most-trusted manufacturers such
as Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever,
Nestle, Kimberly-Clark, Kellogg’s, General Mills, and PepsiCo.
Learn more about Dollar General at
www.dollargeneral.com
2017
2018
2019
2020
2021
NYSE: DG
The common stock of Dollar General Corporation is traded on
the New York Stock Exchange under the trading symbol “DG.”
18,130
17,177
16,278
was XXX.
The number of shareholders of record as of March 16, 2022
NET SALES
(IN BILLIONS)
$34.2
$33.7
$27.8
$25.6
$23.5
ENDING STORE COUNT
15,370
14,534
2017
2018
2019
2020
2021
SAME STORE SALES
16.3%
3.2%
3.9%
2.7%
2017
2018
2019
2020
2021
2.8%
CASH FROM OPERATIONS
(IN MILLIONS)
$3,876
$2,866
$2,144
$2,238
$1,802
ANNUAL MEETING
Dollar General Corporation’s annual meeting of shareholders is
scheduled for 9 a.m. Central Time on Wednesday, May 25, 2022, at:
Goodlettsville City Hall Auditorium
105 South Main Street, Goodlettsville, TN 37072
The record date for the determination of shareholders entitled to
vote at the meeting is March 16, 2022.
STOCK PERFORMANCE GRAPH
The graph below compares Dollar General Corp oration’s cumulative
total shareholder return on common stock with the cumulative
total returns of the S&P 500 index and the S&P Retailing index. The
graph tracks the performance of a $100 investment in our common
stock and in each index (with the reinvestment of all dividends)
from February 3, 2017 to January 28, 2022.
COMPARISON OF CUMULATIVE TOTAL RETURN
$350
$300
$250
$200
$150
$100
2/3/17
2/2/18
2/1/19
1/31/20
1/29/21
1/28/22
Dollar General Corporation
S&P 500 Index
S&P Retailing Index
2/3/17
2/2/18
2/1/19
1/31/20 1/29/21
1/28/22
Dollar General
$100
$137.80
$161.23 $216.95
$277.27
$293.38
S&P 500 Index
$100
$126.41 $123.48 $150.26 $176.18 $217.21
S&P Retailing Index
$100
$148.34 $159.89
$190.43
$278.09
$296.49
CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS & WEBSITE DISCLAIMER: All forward-looking information in this report
should be read with, and is qualified in its entirety by, the Cautionary Disclosure Regarding Forward-Looking Statements and the Risk Factors
disclosures set forth in the Introduction and in Item 1A, respectively, of the Form 10-K included elsewhere in this report. The information contained on
or connected to our Internet website is not incorporated by reference into this report and should not be considered part of this or any other report
that we file with or furnish to the SEC, unless we specifically provide otherwise.
2017
2018
2019
2020
2021
indicative of future stock price performance.
The stock price performance included in this graph is not necessarily
TO OUR FELLOW SHAREHOLDERS,
CUSTOMERS & EMPLOYEES:
As the largest retailer in the U.S. by store count, with more
than 18,000 stores, located within five miles of approximately
75% of the U.S. population, Dollar General (“DG”) continues
to be a leader in the small-box discount retail channel, and an
essential partner in the communities we serve.
DG is in a unique position as a mature retailer in growth mode.
The mission and culture that have served us well for many
years are stronger than ever, but our strategic approach to the
business and robust portfolio of initiatives have transformed
DG into a much different – and stronger – company in recent
years. In 2021, we made significant progress advancing our
key initiatives to better serve our customers with our hallmark
value and convenience proposition and to drive healthy returns
for our shareholders.
Highlights of 2021:
• Net sales of $34.2 billion.
• Operating profit of $3.2 billion.
• Net income of $2.4 billion, and diluted earnings per
share of $10.17.
•
Cash flows from operations of $2.9 billion.
We are proud of our results in 2021, which reflect the strong
underlying fundamentals of the business, the growing
impact of our strategic initiatives, and most importantly,
the hard work of our dedicated team members. While the
operating environment was more challenging than expected,
we remained focused on controlling what we can control,
while keeping the customer at the center of everything
we do. We made significant progress on the rollout of our
key strategic initiatives during the year and plan to further
expand these rollouts in 2022, as we look to further distance
– and differentiate – DG from the rest of the discount retail
landscape. We approach this goal through the lens of our four
operating priorities:
1. Driving profitable sales growth: In 2021, we completed
the initial rollout of our DG Fresh initiative in more than
18,000 stores and 12 distribution facilities. DG Fresh
is driving significant product cost savings, as well as
creating incremental sales opportunities of our frozen and
refrigerated items. We also doubled our non-consumables
initiative (“NCI”) store footprint to more than 11,700 stores,
and opened 50 new standalone pOpshelf locations, as we
continue to enhance the treasure-hunt experience for both
new and existing customers. In addition, we launched our
new Health initiative with the goal of increasing access to
affordable healthcare products and, over time, services,
particularly in rural America.
2. Capturing growth opportunities: Our proven high-return,
low-risk real estate growth model, coupled with ongoing
format innovation, continues to be a core strength of
the business. We executed more than 2,900 real estate
projects in 2021, including 1,050 new store openings and
more than 1,750 remodels. In 2022, we plan to execute
nearly 3,000 real estate projects, highlighted by 1,110 new
stores, including approximately 100 standalone pOpshelf
locations and up to ten stores in Mexico, which would
represent our initial expansion outside the U.S. Our Digital
initiative complements our physical footprint, as we seek
to deploy and leverage technology to further enhance
convenience and access for our customers. In 2021, our
efforts included a third-party partnership to offer same-day
delivery in one hour or less from nearly 11,000 DG stores.
3. Leveraging and reinforcing our position as a low cost
operator: Our Save to Serve approach continues to
drive efficiencies and deliver savings throughout the
organization. During 2021, we expanded self-checkout to
a total of more than 6,100 stores as part of our Fast Track
initiative, which is primarily focused on increasing labor
productivity in our stores, as well as enhancing customer
convenience. During 2022, we plan to expand our self-
checkout offering to a total of up to 11,000 stores. We also
plan to significantly expand our private transportation
fleet, providing us greater operational control within our
supply chain, while further optimizing our cost to serve.
4.
Investing in our diverse teams through development,
empowerment and inclusion: We believe that the
opportunity to start and develop a career with a growing
retailer remains a strong and unique competitive
advantage. We continue to provide world-class training
and development opportunities for our team as we
seek to better position them for future success. These
efforts have created a robust internal promotion pipeline,
resulting in the internal placement of more than 75% of
our store associates at or above the Lead Sales Associate
position. In 2022, we expect to create more than 10,000
net new jobs as a result of our continued growth.
In addition to driving strong operating results and robust
growth opportunities, we remain committed to our mission
of Serving Others. In 2021, Dollar General and its Foundations
awarded more than $23 million to charitable efforts that
extend hope and opportunity to individuals and nonprofit
organizations.
I want to thank our approximately 163,000 employees for
their tireless commitment to serving our customers and
communities. We are operating from a position of strength,
and are excited about our plans for 2022, which we believe
position us well to continue delivering value for our customers,
employees and shareholders.
RESPECTFULLY,
TODD J. VASOS
CHIEF EXECUTIVE OFFICER
APRIL 1, 2022
PROXY STATEMENT
& MEETING NOTICE
DEAR FELLOW SHAREHOLDER,
The 2022 Annual Meeting of Shareholders of Dollar General
Corporation will be held on Wednesday, May 25, 2022, at
9:00 a.m., Central Time, at the Goodlettsville City Hall
Auditorium, 105 South Main Street, Goodlettsville, Tennessee.
All shareholders of record at the close of business on
March 16, 2022, are invited to attend the annual meeting. For
security reasons, however, to gain admission to the meeting
you will be required to present photo identification and
comply with other security measures.
We thank those of you who met with us over the past year
and provided valuable feedback on broad-ranging topics such
as corporate governance, environmental and social matters,
human capital management, Board refreshment and
composition, and our executive compensation program
structure. In 2021, we invited shareholders representing
approximately 60% of shares outstanding to participate in our
annual ESG outreach program and ultimately engaged with
shareholders comprising over 53% of shares outstanding. As
Chairman of both the Board and the Nominating and
Governance Committee, I led the engagement with
shareholders representing over 31% of shares outstanding.
The information we received during this engagement helped
to inform decisions regarding the enhanced disclosures in this
Proxy Statement and in our Serving Others report to be
published in 2022 and provided further support for the
Board’s decision to implement a shareholder special meeting
right at a 25% ownership threshold. We are committed to
continuing our dialogue with our shareholders and appreciate
your engagement with us.
Your interest in Dollar General and your vote are very
important to us. Whether or not you plan to attend the annual
meeting, please vote at your earliest convenience.
On behalf of the Board of Directors, thank you for your
continued support of Dollar General.
SINCERELY,
MICHAEL M. CALBERT
CHAIRMAN OF THE BOARD
APRIL 1, 2022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE
TIME
LOCATION
25
Wednesday
May 25, 2022
9:00 a.m.
Central Time
Goodlettsville City Hall Auditorium
105 South Main Street
Goodlettsville, Tennessee
ITEMS OF BUSINESS:
• To elect as directors the 8 nominees listed in the Proxy Statement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
To hold an advisory vote to approve our named executive officer compensation as disclosed in the Proxy
Statement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
• To ratify the appointment of our independent registered public accounting firm for fiscal 2022
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
• To vote upon a shareholder proposal, if properly presented at the annual meeting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
To transact any other business that may properly come before the annual meeting and any adjournments
of that meeting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
WHO MAY VOTE:
Shareholders of record at the close of business on March 16, 2022
By Order of the Board of Directors,
Goodlettsville, Tennessee
April 1, 2022
Christine L. Connolly
Corporate Secretary
Please vote your proxy as soon as possible even if you expect to attend the annual meeting in person. You
may vote your proxy via the internet or by phone by following the instructions on the Notice of Internet
Availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote
by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage
is necessary if the proxy is mailed within the United States. You may revoke your proxy by following the
instructions listed on pages 2 - 3 of the Proxy Statement.
2022 Proxy Statement
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in the proxy statement or about Dollar General. This
summary does not contain all of the information that you should consider, and you should review all of the
information contained in the proxy statement before voting.
DOLLAR GENERAL AT-A-GLANCE*
18,190
STORES
LOW-PRICED PRODUCT MODEL
~20%
OF PRODUCTS
PRICED AT $1 OR LESS
~163,000
EMPLOYEES
MULTIPLE STORE FORMATS
TO SERVE OUR CUSTOMERS
91st
RANKING ON THE
FORTUNE 500 LIST
$3.2
BILLION
OPERATING
PROFIT
In fiscal
year 2021
$2.4
BILLION
NET INCOME
In fiscal
year 2021
* Data as of February 25, 2022, unless otherwise noted.
at 2021 fiscal year end
$34.2
BILLION
IN SALES
In fiscal
year 2021
$10.17
DILUTED EPS
In fiscal
year 2021
2022 Proxy Statement
PROXY STATEMENT SUMMARY
VOTING MATTERS (pp. 1 - 9, 48, 50 and 52 - 53)
2022 PROPOSALS
Proposal 1: Election of Directors
Proposal 2: Advisory Vote to Approve Named Executive Officer
Compensation
Proposal 3: Ratification of Appointment of Auditors
Board
Recommendation
For
For
For
Proposal 4: Shareholder Proposal Requesting Political Spending Disclosure
Against
HOW TO VOTE (p. 2)
MAIL
PHONE
INTERNET
IN PERSON
1-800-690-6903 www.proxyvote.com
Complete, sign,
date and mail
your
proxy card or
voting
instruction form
May 25, 2022
9:00 a.m., CT
Goodlettsville
City Hall Auditorium
105 South Main Street
Goodlettsville, TN
2022 Proxy Statement
PROXY STATEMENT SUMMARY
BOARD OF DIRECTORS GROUP DIVERSITY (pp. 4 - 9)
AGE
62
DIRECTOR
AVERAGE
AGE
TENURE
DIVERSITY
(Race & Gender)
7.9
YEARS
AVERAGE
3
3
2
0-5
6-10
11+
37.5%
Blended
Diverse
BOARD OF DIRECTORS COMPOSITION (pp. 4 - 9, 13 - 14 and 18)
Director
Since
(Calendar
Year)
Currently Serving on
Other Public Boards
• Loblaw Companies
Limited
Committee
Memberships
A
C
N
Partnering Corporation
• PVH Corp.
Grill, Inc.
• I2PO
• Keurig Dr Pepper Inc.
• Archer Daniels Midland
Company
• Gannett Co., Inc.
Name and Principal
Occupation
Independent Age
Warren F. Bryant
Retired Chairman, President & CEO,
Longs Drug Stores Corporation
Michael M. Calbert
Chairman,
Dollar General Corporation
Retired Member, KKR & Co. L.P.
Patricia D. Fili-Krushel
Chairperson,
Coqual
Timothy I. McGuire
CEO,
Mobile Service Center Canada, Ltd.
William C. Rhodes, III
Chairman, President & CEO,
AutoZone, Inc.
Debra A. Sandler
President & CEO,
La Grenade Group, LLC
Founder & CEO, Mavis Foods, LLC
Ralph E. Santana
EVP & Chief Marketing Officer,
Harman International Industries
Todd J. Vasos
CEO,
Dollar General Corporation
76
59
68
61
56
62
54
60
Chair
Member
A
Audit
C
Compensation
N
Nominating and Governance
2022 Proxy Statement
PROXY STATEMENT SUMMARY
PAY FOR PERFORMANCE (pp. 20 - 30)
The primary elements of our executive compensation program are summarized in the chart below and reflect
a significant alignment with our shareholders’ interests.
Pay Element
Vehicle
2021 Metrics
Base Salary
Cash
Reflects comparable positions in the
competitive marketplace, recognizing
performance, responsibilities and experience
Short-Term
Incentive
Long-Term
Incentive
Cash
Adjusted EBIT (100%)
Options (50%)
Vest 25% annually
over 4 years
Stock price
PSUs (50%)
3-year ratable vest (Adj. EBITDA)
3-year cliff vest (Adj. ROIC)
1-Year Adjusted EBITDA (50%)
3-Year Adjusted ROIC (50%)
Consistent with our philosophy,
and as illustrated to the right, a
significant portion of annualized
total target compensation for
our named executive officers in
2021 was variable/at-risk as a
result of being either
performance-based or linked to
changes in our stock price.
CEO
STI
14%
Salary
10%
90%
VARIABLE/
AT-RISK
LTI
76%
OTHER NEOs
(Averaged)
STI
19%
76%
VARIABLE/
AT-RISK
Salary
24%
LTI
57%
LTI — Long-Term Equity Incentive (stock options and performance share units)
STI — Short-Term Cash Incentive (Teamshare bonus program)
90.1%
SHAREHOLDER
SUPPORT
The most recent shareholder advisory vote on our named
executive officer compensation was held on May 26,
2021. Excluding abstentions and broker non-votes, 90.1%
of total votes were cast in support of the program.
2022 Proxy Statement
PROXY STATEMENT SUMMARY
SHAREHOLDER ENGAGEMENT (pp. 10 - 11)
Our Board of Directors appreciates and proactively seeks the viewpoints of our shareholders. Our focused
outreach in the fall of 2021 encompassed a broad base of shareholders and discussion topics and helped
inform the decisions to publish our consolidated EEO-1 data, to establish reduction targets for our Scopes 1
and 2 greenhouse gas emissions and to align certain of our disclosures to the TCFD framework, in each case
in 2022, as well as various other disclosure enhancements in this proxy statement and in our Serving Others
report to be published in 2022, and provided further support for the Board’s decision to implement a
shareholder special meeting right at a 25% ownership threshold.
INVITED
shareholders representing
~60%
of shares outstanding
ENGAGED
shareholders representing
>53%
of shares outstanding
CHAIRMAN
LED
engagement with
shareholders representing
>31%
of shares outstanding
WHO WE ARE
We are today's neighborhood general store, serving the needs of our customers by providing convenience,
value and service—Every day!
OUR MISSION
Serving Others
OUR VALUES
We believe in:
For Customers...
For Employees...
Convenience, Quality
& Great Prices
Respect & Opportunity
• Demonstrating integrity in everything we do.
• Providing employees the opportunity for
growth and development in a friendly and fun
environment.
• Delivering results through hard work and
a shared commitment to excellence.
• Celebrating success and recognizing the
contribution of others.
• Owning our actions and decisions and learning
For Shareholders...
For Communities...
from our mistakes.
A Superior Return
A Better Life
• Respecting the dignity and differences
of others.
OUR OPERATING PRIORITIES
Driving profitable
sales growth
Capturing growth
opportunities
Enhancing our position
as a low cost operator
Investing in our diverse
teams through development,
empowerment & inclusion
2022 Proxy Statement
TABLE OF CONTENTS
SOLICITATION, MEETING AND VOTING
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 1:
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
4
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . .
10
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . .
16
DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . .
18
TRANSACTIONS WITH MANAGEMENT AND
OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . .
Compensation Discussion and Analysis . . . .
Compensation Committee Report . . . . . . . . .
Summary Compensation Table . . . . . . . . . . . . .
Grants of Plan-Based Awards in Fiscal
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding Equity Awards at 2021 Fiscal
Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Option Exercises and Stock Vested During
Fiscal 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension Benefits Fiscal 2021 . . . . . . . . . . . . . . .
Nonqualified Deferred Compensation
Fiscal 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potential Payments Upon Termination or
Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
20
20
30
31
33
34
36
36
36
37
Compensation Committee Interlocks and
Insider Participation . . . . . . . . . . . . . . . . . . . . . . . .
Compensation Risk Considerations . . . . . . . .
Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . .
45
45
45
SECURITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . .
46
Security Ownership of Certain Beneficial
Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Officers and
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delinquent Section 16(a) Reports . . . . . . . . . .
PROPOSAL 2:
Advisory Vote to Approve Named Executive
Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
47
47
48
AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . .
49
PROPOSAL 3:
Ratification of Appointment of Auditors . . . . . .
50
FEES PAID TO AUDITORS . . . . . . . . . . . . . . . . . . . . . .
51
PROPOSAL 4:
Shareholder Proposal Requesting Political
Spending Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SHAREHOLDER PROPOSALS FOR 2023
ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
54
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETING TO BE HELD ON MAY 25, 2022
This Proxy Statement, our 2021 Annual Report and a form of proxy card are available at www.proxyvote.com. You will
need your Notice of Internet Availability or proxy card to access the proxy materials.
As permitted by rules adopted by the Securities and Exchange Commission (“SEC”), we are furnishing our proxy materials
over the Internet to some of our shareholders. This means that some shareholders will not receive paper copies of these
documents but instead will receive only a Notice of Internet Availability containing instructions on how to access the
proxy materials over the Internet and how to request a paper copy of our proxy materials, including the Proxy Statement,
our 2021 Annual Report, and a proxy card. Shareholders who do not receive a Notice of Internet Availability will receive a
paper copy of the proxy materials by mail, unless they have previously requested delivery of proxy materials electronically.
2022 Proxy Statement
PROXY STATEMENT
This document is the proxy statement of Dollar General Corporation that we use to solicit your proxy to vote upon
certain matters at our Annual Meeting of Shareholders to be held on Wednesday, May 25, 2022. We will begin
mailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet Availability
on or about April 1, 2022.
We include website addresses throughout this proxy statement for reference only. The information contained in
these websites is not incorporated by reference into this proxy statement.
RECORD DATE:
March 16, 2022
SOLICITATION, MEETING AND VOTING INFORMATION
What is Dollar General Corporation and
where is it located?
Dollar General Corporation (NYSE: DG) has been
delivering value to shoppers for more than 80 years.
Dollar General helps shoppers Save time. Save money.
Every day!® by offering products that are frequently
used and replenished, such as food, snacks, health and
beauty aids, cleaning supplies, basic apparel,
housewares and seasonal items at everyday low prices
in convenient neighborhood locations. Dollar General
operated 18,190 stores in 47 states as of February 25,
2022. Our principal executive offices are located at 100
Mission Ridge, Goodlettsville, Tennessee 37072.
We refer to our company as “we,” “us” or “Dollar
General.” Unless otherwise noted or required by the
context, “2022,” “2021,” “2020” and “2019” refer to our
fiscal years ending or ended February 3, 2023,
January 28, 2022, January 29, 2021, and January 31,
2020, respectively.
What is a proxy and who is asking for it and
paying for the cost to solicit it?
A proxy is your legal designation of another person,
called a “proxy,” to vote your stock. The document
designating someone as a proxy is also called a proxy
or a proxy card.
Our directors, officers and employees are soliciting
your proxy on behalf of our Board of Directors and will
not be specially paid for doing so. Solicitation of
proxies by mail may be supplemented by telephone,
email and other electronic means, advertisements,
personal solicitation, news releases issued by Dollar
General, postings on our website or otherwise. Dollar
General will pay all expenses of this solicitation.
Who may attend the annual meeting?
Only shareholders as of the Record Date, their proxy
holders and our invited guests may attend the annual
meeting. To be admitted to the meeting, you must
present a government-issued photo identification, such
as a driver’s license, state-issued ID card or passport,
and proof of share ownership as of the Record Date. To
prove ownership, shareholders of record will be verified
against our list of registered shareholders, while street
name shareholders must show: an account statement
showing the share ownership as of the Record Date; a
copy of the voting instruction form provided by, or a
valid legal proxy from, the broker, trustee, bank or
nominee holding the shares; a letter from a broker,
trustee, bank or nominee holding the shares confirming
the beneficial owner’s ownership as of the Record Date;
or other similar evidence of ownership. We reserve the
right to deny admittance to anyone who does not
comply with these requirements.
We will decide in our sole discretion whether your
documentation meets the admission requirements. If
you hold shares in a joint account, both owners can be
admitted to the meeting if proof of joint ownership is
provided and you both provide identification.
Where can I find directions to the annual
meeting?
Directions to Goodlettsville City Hall, where we will hold
the annual meeting, are posted on our website at
https://investor.dollargeneral.com.
Will the annual meeting be webcast?
Yes. A live webcast of the annual meeting, including the
question and answer session, will be available on
https://investor.dollargeneral.com under “News and
Events—Events and Presentations” at 9:00 a.m., Central
Time, on May 25, 2022. Within 24 hours following the
2022 Proxy Statement
1
SOLICITATION, MEETING AND VOTING INFORMATION
meeting, a recording of the webcast will be available on
our website for at least 30 days. The information on our
website, however, is not incorporated by reference into,
and does not form a part of, this proxy statement.
Who is entitled to vote at the annual
meeting?
You may vote if you owned shares of Dollar General
common stock at the close of business on the Record
Date (March 16, 2022). As of that date, there were
228,784,867 shares of Dollar General common stock
outstanding and entitled to vote. Each share is entitled
to one vote on each matter.
What am I voting on?
You will be asked to vote on:
• the election of the 8 nominees listed in this proxy
statement (Proposal 1);
• the approval on an advisory basis of our named
executive officer compensation as disclosed in this
proxy statement (Proposal 2);
• the ratification of the appointment of our
independent registered public accounting firm (the
“independent auditor”) for 2022 (Proposal 3); and
• the shareholder proposal as described in this proxy
statement (Proposal 4).
We are unaware of other matters to be acted upon at
the annual meeting. Under Tennessee law and our
governing documents, no other non-procedural
business may be raised at the meeting unless proper
notice has been given to shareholders.
How many votes must be present to hold
the annual meeting?
A quorum, consisting of the presence in person or by
proxy of the holders of a majority of shares of our
common stock outstanding on the Record Date, must
exist to conduct business at the annual meeting. If a
quorum is not present, the presiding officer at the
meeting may adjourn the meeting from time to time
until a quorum is present.
How do I vote?
If you are a shareholder of record, you may vote your
proxy over the telephone or Internet or, if you received
printed proxy materials, by marking, signing, dating and
returning the printed proxy card in the enclosed
envelope. Please refer to the Notice of Internet
Availability or proxy card, as applicable, for the
telephone number, Internet address and other
instructions. Alternatively, you may vote your shares in
person at the annual meeting. Even if you plan to
attend the meeting, we recommend that you vote in
advance so that your vote will be counted if you later
decide not to attend the meeting.
2
2022 Proxy Statement
If you are a street name holder, your broker, trustee,
bank or other nominee will provide materials and
instructions for voting your shares. You also may vote
in person at the meeting if you obtain and bring to the
meeting a legal proxy from your broker, banker, trustee
or other nominee giving you the right to vote the
shares.
In either case, shareholders wishing to attend the
meeting must follow the procedures described above
under “Who may attend the annual meeting.”
What is the difference between a
“shareholder of record” and a “street name”
holder?
You are a “shareholder of record” if your shares are
registered directly in your name with EQ Shareowner
Services, our transfer agent. You are a “street name”
holder if your shares are held in the name of a
brokerage firm, bank, trust or other nominee as
custodian.
What if I receive more than one Notice of
Internet Availability or proxy card?
You will receive multiple Notices of Internet Availability
or proxy cards if you hold shares in different ways (e.g.,
joint tenancy, trusts, custodial accounts, etc.) or in
multiple accounts. Street name holders will receive the
Notice of Internet Availability or proxy card or other
voting information, along with voting instructions, from
their brokers. Please vote the shares represented by
each Notice of Internet Availability or proxy card you
receive to ensure that all your shares are voted.
How will my proxy be voted?
The persons named on the proxy card will vote your
proxy as you direct. If you return a signed proxy card or
complete the Internet or telephone voting procedures
but do not specify how you want to vote your shares,
the persons named on the proxy card will vote your
shares in accordance with the recommendations of our
Board of Directors. If business other than that
described in this proxy statement is properly raised,
your proxies have authority to vote as they think best,
including to adjourn the annual meeting.
Can I change my mind and revoke my
proxy?
Yes. A shareholder of record may revoke a proxy given
pursuant to this solicitation by:
• signing a valid, later-dated proxy card and submitting
it so that it is received before the annual meeting in
accordance with the instructions included in the
proxy card;
SOLICITATION, MEETING AND VOTING INFORMATION
• at or before the meeting, submitting to our
Corporate Secretary a written notice of revocation
dated later than the date of the proxy;
• submitting a later-dated vote by telephone or
Internet no later than 11:59 p.m. Eastern Time on
May 24, 2022; or
• attending the meeting and voting in person.
Note that attendance at the meeting, by itself, will not
revoke your proxy.
A street name holder may revoke a proxy given
pursuant to this solicitation by following the
instructions of the bank, broker, trustee or other
nominee who holds his or her shares.
How many votes are needed to elect
directors?
To be elected at the annual meeting, a nominee must
receive the affirmative vote of a majority of votes cast
by holders of shares entitled to vote at the meeting.
Under our Charter, the “affirmative vote of a majority of
votes cast” means that the number of votes cast in
favor of a nominee’s election exceeds the number of
votes cast against his or her election. You may vote in
favor of or against the election of each nominee, or you
may elect to abstain from voting your shares.
What happens if a director fails to receive
the required vote for election?
An incumbent director who does not receive the
required vote for election at the annual meeting must
promptly tender a resignation as a director for
consideration by our Board of Directors pursuant to
our Board-approved director resignation policy. Each
director standing for election at the meeting has
agreed to resign, effective upon the Board’s
acceptance of such resignation, if he or she does not
receive a majority vote. If the Board rejects the offered
resignation, the director will continue to serve until the
next annual shareholders’ meeting and until his or her
successor is duly elected or his or her earlier
resignation or removal in accordance with our Bylaws.
If the Board accepts the offered resignation, the Board,
in its sole discretion, may fill the resulting vacancy or
decrease the Board’s size.
How many votes are needed to approve
other matters?
Proposal 2 (to approve on an advisory basis our named
executive officer compensation), Proposal 3 (to ratify
the appointment of our independent auditor for 2022),
and Proposal 4 (a shareholder proposal described in
this proxy statement) will be approved if the votes cast
in favor of the applicable proposal exceed the votes
cast against it. The vote on the compensation of our
named executive officers is advisory and, therefore, not
binding on Dollar General, our Board of Directors, or its
Compensation Committee.
With respect to each of these proposals, and any other
matter properly brought before the annual meeting,
you may vote in favor of or against the proposal, or you
may elect to abstain from voting your shares.
How will abstentions and broker non-votes
be treated?
Abstentions and broker non-votes will be treated as
shares that are present and entitled to vote for
purposes of determining whether a quorum is present
but will not be counted as votes cast either in favor of
or against a particular proposal and will have no effect
on the outcome of the particular proposal.
What are broker non-votes?
Although your broker is the record holder of any shares
that you hold in street name, it must vote those shares
pursuant to your instructions. If you do not provide
instructions, your broker may exercise discretionary
voting power over your shares for “routine” items but
not for “non-routine” items. All matters described in
this proxy statement, except for the ratification of the
appointment of our independent auditor, are
considered to be non-routine matters.
“Broker non-votes” occur when shares held of record
by a broker are not voted on a matter because the
street name holder of the shares has not provided
voting instructions and the broker either lacks or
declines to exercise the authority to vote the shares in
its discretion.
How can I ask questions or view the list of
shareholders entitled to vote at the annual
meeting?
You may submit pertinent questions in advance of the
annual meeting beginning on May 11, 2022, by visiting
www.proxyvote.com and entering your Control
Number. Your Control Number is a 16-digit number that
you can find in the Notice of Internet Availability or the
proxy card (in each case if you are a shareholder of
record), as applicable, or in the voting instruction form
(if you are a street name holder). If you attend the
meeting in person, you also may submit pertinent
questions at the meeting. Rules of Conduct for the
meeting, including rules pertaining to submission of
questions, will be available prior to the meeting on
www.proxyvote.com and at the meeting.
During the meeting, shareholders of record may
examine the list of shareholders entitled to vote at the
meeting, which list will be available at the meeting. To
inspect such shareholder list prior to the meeting,
please contact our Investor Relations department at
615-855-5529 or investorrelations@dollargeneral.com.
2022 Proxy Statement
3
PROPOSAL 1: Election of Directors
What is the structure of the Board of
Directors?
Our Board of Directors must consist of 1 to 15
directors, with the exact number set by the Board. The
Board size is currently fixed at 8. All directors are
elected annually by our shareholders.
identified by such search firm, to compile and evaluate
information regarding the candidate’s qualifications
and experience and to conduct reference checks. When
a third party search firm is used, the Nominating
Committee expects the search firm to present a diverse
candidate pool pursuant to the Board’s diversity policy
discussed below.
How are directors identified and nominated?
The Nominating and Governance Committee (the
“Nominating Committee”) is responsible for identifying,
evaluating and recommending director candidates,
including the slate to be presented to shareholders for
election at the annual meeting, to our Board of
Directors, which makes the ultimate election or
nomination determination, as applicable. The
Nominating Committee may use a variety of methods
to identify potential director candidates, such as
recommendations by our directors, management,
shareholders or third-party search firms (see “Can
shareholders recommend or nominate directors?”
below). The Nominating Committee has retained a
third-party search firm to assist in identifying potential
Board candidates who meet our qualification and
experience requirements and, for any such candidate
Does the Board consider diversity when
identifying director nominees?
Yes. Our Board of Directors values diversity in its
broadest sense (including gender and race) and has
adopted a written policy to endeavor to achieve a mix
of members that represents a diversity of background
and experience in areas that are relevant to our
business. Similar to the “Rooney Rule,” this policy
further provides that the Nominating Committee
should seek to include qualified women and individuals
from underrepresented groups in the pool from which
candidates are selected. The Committee periodically
assesses this policy’s effectiveness as part of its annual
self-evaluation. The matrix included below illustrates
the diverse experience and composition of our Board.
Board of Directors Experience and Composition Matrix
Bry a nt
C alb ert
Fili-K rush el
M c G uire
R h o d es
S a n dler
S a nta n a
V aso s
T otal
Skills and Experience
Retail Industry Experience
Senior Leadership (C-Suite) Experience
Strategic Planning/M&A Experience
Other Public Board Service (current or former)
Financial Expertise or Experience
General Independence
Global/International Experience
(Sourcing or Operations)
Branding/Marketing/Consumer Behavior Experience
Human Capital Experience
E-commerce/Digital/Technology Experience
Risk Management Experience
Racially Diverse
Female
Born Outside the U.S.
4
2022 Proxy Statement
Diverse Composition
How are nominees evaluated; what are the
threshold qualifications?
The Nominating Committee is charged with
recommending to our Board of Directors only those
candidates that it believes are qualified to serve as
Board members consistent with the director selection
criteria established by the Board.
The Nominating Committee assesses a candidate’s
independence, background, experience and time
commitments, as well as our Board’s skill needs. With
respect to incumbent directors, the Committee also
assesses the meeting attendance record and suitability
for continued service. The Committee determines
whether each nominee is in a position to devote
adequate time to the effective performance of director
duties and possesses the following threshold
characteristics: integrity and accountability, informed
judgment, financial literacy, a cooperative approach, a
record of achievement, loyalty, and the ability to
consult with and advise management. The Committee
recommends candidates, including those submitted by
shareholders, only if it believes a candidate’s
knowledge, experience and expertise would strengthen
the Board and that the candidate is committed to
representing our shareholders’ long-term interests.
PROPOSAL 1: ELECTION OF DIRECTORS
Who are the nominees this year?
All nominees for election as directors at the annual
meeting, consisting of the 8 incumbent directors who
were elected at the 2021 annual meeting of
shareholders, were nominated by our Board of
Directors for election by shareholders at the annual
meeting upon the recommendation of the Nominating
Committee. Our Board believes that each of the
nominees can devote an adequate amount of time to
the effective performance of director duties, is in
compliance with our overboarding policy detailed in
our Corporate Governance Guidelines, and possesses
all of the threshold qualifications identified above.
If elected, each nominee would hold office until the
2023 annual meeting of shareholders and until his or
her successor is elected and qualified, subject to any
earlier resignation or removal.
The following lists the nominees, their ages at the date
of this proxy statement and the calendar year in which
they first became a director, along with their
biographies and the experience, qualifications,
attributes or skills that led our Board to conclude that
each nominee should serve as a director of Dollar
General.
Biography:
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores
Corporation from 2002 through 2008 and as its Chairman of the Board from 2003 through
his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice
President of The Kroger Co. from 1999 to 2002. Mr. Bryant has served as a director of Loblaw
Companies Limited since May 2013 and served as a director of OfficeMax Incorporated from
2004 to 2013 and Office Depot, Inc. from November 2013 to July 2017.
WARREN
F. BRYANT
Age: 76
Director Since:
2009
Specific Experience, Qualifications, Attributes and Skills:
Mr. Bryant has over 40 years of retail experience, including experience in marketing,
merchandising, operations and finance. His substantial experience in leadership and policy-
making roles at other retail companies, together with his current and former experience as a
board member for other retailers, provides him with an extensive understanding of our
industry, as well as with valuable executive management skills, global, strategic planning, and
risk management experience, and the ability to effectively advise our CEO.
2022 Proxy Statement
5
PROPOSAL 1: ELECTION OF DIRECTORS
MICHAEL
M. CALBERT
Age: 59
Director Since:
2007
Biography:
Mr. Calbert has served as our Chairman of the Board since January 2016. He joined the
private equity firm KKR & Co. L.P. in January 2000 and was directly involved with several KKR
portfolio companies until his retirement in January 2014, after which he served as a
consultant to KKR until June 2015. Mr. Calbert led KKR’s Retail industry team prior to his
retirement. He also served as the Chief Financial Officer of Randall’s Food Markets from 1997
until it was sold in September 1999 and worked as a certified public accountant and
consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was
the retail and consumer industry. Mr. Calbert has served as a director of Executive Network
Partnering Corporation since September 2020, has been elected to serve as a director of
PVH Corp. effective May 2022 and served as a director of AutoZone, Inc. from May 2019 to
December 2021. He previously served as our Chairman of the Board from July 2007 until
December 2008 and as our lead director from March 2013 until his re-appointment as our
Chairman of the Board in January 2016.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Calbert has considerable experience in managing private equity portfolio companies and
is experienced with corporate finance and strategic business planning activities. As the
former head of KKR’s global retail industry team, Mr. Calbert has a strong background and
extensive experience in advising and managing companies in the retail industry, including
evaluating business strategies and operations, financial plans and structures, risk, and
management teams. His former service on various company boards in the retail industry
further strengthens his knowledge and experience within our industry. Mr. Calbert also has a
significant financial and accounting background evidenced by his prior experience as the
chief financial officer of a retail company and his 10 years of practice as a certified public
accountant.
.........................................................................................................................................................................
PATRICIA
D. FILI-KRUSHEL
Age: 68
Director Since:
2012
Biography:
Ms. Fili-Krushel has served as Chairperson of the Board of Coqual, a non-profit think tank
that focuses on global talent strategies, since February 2021. Prior thereto, she served as
Coqual’s Chief Executive Officer from September 2018 until January 2021. She previously
was Executive Vice President (April 2015 to November 2015) of NBCUniversal, serving as a
strategist and key advisor to the CEO; Chairman of NBCUniversal News Group (July 2012 to
April 2015); and Executive Vice President of NBCUniversal (January 2011 to July 2012)
overseeing the operations and technical services, business strategy, human resources and
legal functions. She was Executive Vice President of Administration at Time Warner Inc.
(July 2001 to December 2010) overseeing philanthropy, corporate social responsibility,
human resources, worldwide recruitment, employee development and growth, compensation
and benefits, and security; Chief Executive Officer of WebMD Health Corp. (April 2000 to
July 2001); and President of ABC Television Network (July 1998 to April 2000). Ms. Fili-
Krushel has served as a director of Chipotle Mexican Grill, Inc. since March 2019 and I2PO
since July 2021.
Specific Experience, Qualifications, Attributes and Skills:
Ms. Fili-Krushel’s background increases the breadth of experience of our Board as a result of
her extensive executive experience overseeing the business strategy, philanthropy, corporate
social responsibility, human resources, recruitment, employee growth and development,
compensation and benefits, and legal functions, along with associated risks, at large public
companies in the media industry. She also brings valuable oversight experience in diversity-
related workplace matters from her positions at Coqual, as well as digital and e-commerce
experience gained while serving as CEO of WebMD Health Corp. In addition, her
understanding of consumer behavior based on her knowledge of viewership patterns and
preferences provides a different perspective to our Board in understanding our customer
base, and her other public company board experience brings additional perspective to our
Board.
6
2022 Proxy Statement
TIMOTHY
I. MCGUIRE
Age: 61
Director Since:
2018
PROPOSAL 1: ELECTION OF DIRECTORS
Biography:
Mr. McGuire has served as Chief Executive Officer of Mobile Service Center Canada, Ltd.
(d/b/a Mobile Klinik and, since July 2020, a business division of TELUS Corporation), a chain
of professional smartphone repair stores, since October 2018 and as its Chairman of the
Board (June 2017 to October 2018) and director (March 2017 to July 2020). He retired from
McKinsey & Company, a worldwide management consulting firm, in August 2017 after
serving as a leader of its global retail and consumer practice for almost 28 years, including
leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led
consulting efforts with major retail, telecommunications, consumer service, and marketing
organizations in Canada, the United States, Latin America, Europe, and Australia. He also
co-founded McKinsey Analytics, a global group of consultants bringing advanced analytics
capabilities to clients to help make better business decisions. Mr. McGuire also held various
positions with Procter & Gamble (1983 to 1989), including Marketing Director for the
Canadian Food & Beverage division.
Specific Experience, Qualifications, Attributes and Skills:
Mr. McGuire brings over 30 years of valuable retail experience to our company, recently as
Chief Executive Officer of Mobile Klinik and having served as a leader of McKinsey’s global
retail and consumer practice for almost 28 years. He has expertise in strategy, new store/
concept development, marketing and sales, operations, international expansion, big data and
advanced analytics, as well as risk management experience. In addition, Mr. McGuire’s focus
while at McKinsey on use of advanced analytics in retail, developing and implementing
growth strategies for consumer services, food, general-merchandise and multi-channel
retailers, developing new retail formats, the application of lean operations techniques, the
redesign of merchandise flows, supply-chain optimization efforts, and the redesign of
purchasing and supplier-management approaches, brings extensive relevant perspectives to
our Board as it seeks to consult and advise our CEO and to shape our corporate strategy.
.........................................................................................................................................................................
Biography:
Mr. Rhodes was named Chairman of AutoZone, Inc., a specialty retailer and distributor of
automotive replacement parts and accessories, in June 2007 and has served as its President
and Chief Executive Officer and a director since 2005. He also previously held various other
key management positions with AutoZone since joining the company in 1994. Prior to 1994,
Mr. Rhodes was a manager with Ernst & Young LLP.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Rhodes has over 25 years of experience in the retail industry, including extensive
experience in operations, supply chain, and finance, among other areas, and a strong
financial background. This background serves as a strong foundation for offering invaluable
perspective and expertise to our CEO and our Board. In addition, his experience as a board
chairman and chief executive officer of a public retail company provides leadership,
consensus-building, strategic planning and budgeting skills, as well as international
experience and an extensive understanding of both short- and long-term issues confronting
the retail industry.
WILLIAM
C. RHODES, III
Age: 56
Director Since:
2009
2022 Proxy Statement
7
PROPOSAL 1: ELECTION OF DIRECTORS
DEBRA
A. SANDLER
Age: 62
Director Since:
2020
Biography:
Ms. Sandler has served as President and Chief Executive Officer of La Grenade Group, LLC, a
marketing consultancy that serves packaged goods companies operating in the health and
wellness space, since September 2015. She also has served as Chief Executive Officer of
Mavis Foods, LLC, a startup she founded that makes and sells Caribbean sauces and
marinades, since April 2018. Ms. Sandler previously served seven years with Mars, Inc.,
including Chief Health and Wellbeing Officer (July 2014 to July 2015); President, Chocolate
North America (April 2012 to July 2014); and Chief Consumer Officer, Chocolate
(November 2009 to March 2012). She also held senior leadership positions with Johnson &
Johnson from 1999 to 2009, where her last position was Worldwide President for McNeil
Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer
Group of Companies. She began her career in 1985 with PepsiCo, Inc., where she served for
13 years in a variety of marketing positions of increasing responsibility. Ms. Sandler has
served as a director of Keurig Dr Pepper Inc. since March 2021, Archer Daniels Midland
Company since May 2016 and Gannett Co., Inc. since June 2015.
Specific Experience, Qualifications, Attributes and Skills:
Ms. Sandler has strong marketing and operating experience and a proven record of creating,
building, enhancing and leading well-known consumer brands as a result of the leadership
positions she has held with Mars, Johnson & Johnson and PepsiCo. These positions have
required an extensive understanding of consumer behavior and the evolving retail
environment. In addition, her launch of Mavis Foods has provided her with valuable
e-commerce, strategic planning and financial experience, and her other public company
board experience brings additional perspective to our Board.
.........................................................................................................................................................................
RALPH
E. SANTANA
Age: 54
Director Since:
2018
Biography:
Mr. Santana has served as Executive Vice President and Chief Marketing Officer of Harman
International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., since
April 2013, with responsibility for Harman’s worldwide marketing strategy and global design
group. Mr. Santana previously served as Senior Vice President and Chief Marketing Officer of
Samsung Electronics North America (June 2010 to September 2012), where he was
responsible for launching Samsung’s U.S. e-commerce business. He also served 16 years at
PepsiCo, Inc. (June 1994 to May 2010) in multiple international and domestic leadership roles
in marketing, including Vice President of Marketing, North American Beverages, Pepsi-Cola,
and held positions with its Frito-Lay’s international and North America operations.
Mr. Santana began his career at Beverage Marketing Corporation (July 1989 to June 1992)
where he served as a beverage industry consultant designing market entry and expansion
strategies.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Santana has almost 30 years of marketing experience spanning multiple technology and
food and beverage consumer packaged goods categories. His deep understanding of digital
marketing and retail shopper marketing, particularly in the area of consumer packaged
goods, and his extensive experience in shaping multi-cultural strategy, executing marketing
programs and making brands culturally relevant further enhances our Board’s ability to
provide oversight and thoughtful counsel to management in these important and evolving
areas of our business. His executive position also provides risk management experience.
8
2022 Proxy Statement
TODD
J. VASOS
Age: 60
Director Since:
2015
PROPOSAL 1: ELECTION OF DIRECTORS
Biography:
Mr. Vasos has served as Chief Executive Officer and a member of our Board since June 2015.
He joined Dollar General in December 2008 as Executive Vice President, Division President
and Chief Merchandising Officer and was promoted to Chief Operating Officer in
November 2013. Prior to joining Dollar General, Mr. Vasos served in executive positions with
Longs Drug Stores Corporation for seven years, including Executive Vice President and Chief
Operating Officer (February 2008 to November 2008) and Senior Vice President and Chief
Merchandising Officer (2001 to 2008), where he was responsible for all pharmacy and
front-end marketing, merchandising, procurement, supply chain, advertising, store
development, store layout and space allocation, and the operation of three distribution
centers. He also previously served in leadership positions at Phar-Mor Food and Drug Inc.
and Eckerd Corporation. Mr. Vasos has served as a director of KeyCorp since July 2020.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Vasos has extensive retail experience, including over 10 years with Dollar General. He has
a thorough understanding of all key areas of our business, which is further bolstered by his
former experience overseeing the merchandising, operations, marketing, advertising, global
procurement, supply chain, store development, store layout and space allocation functions of
other retail companies. In addition, Mr. Vasos’s service in leadership and policy-making
positions in the retail business has provided him with the necessary leadership skills to
effectively guide and oversee the direction of Dollar General and with the consensus-building
skills required to lead our management team, and his other public company board
experience brings additional perspective to his leadership of Dollar General.
Can shareholders recommend or nominate
directors?
Yes. Shareholders may recommend candidates to our
Nominating Committee by providing the same
information within the same deadlines required for
nominating candidates pursuant to the advance notice
provisions in our Bylaws. Pursuant to its Charter, our
Nominating Committee is required to consider such
candidates and to apply the same evaluation criteria to
them as it applies to other director candidates.
Shareholders also can go a step further and nominate
directors for election by shareholders at an annual
meeting by following the advance notice procedures in
our Bylaws.
Whether recommending a candidate for our
Nominating Committee’s consideration or nominating a
director for election by shareholders at an annual
meeting, you must submit a written notice for receipt
by our Corporate Secretary at the address and within
the deadlines disclosed under “Shareholder Proposals
for 2023 Annual Meeting.” The notice must contain all
information required by our Bylaws about the
shareholder proposing the nominee and about the
nominee.
We also have a “proxy access” provision in our Bylaws
which allows eligible shareholders to nominate
candidates for election to our Board and include such
candidates in our proxy statement and ballot subject to
the terms, conditions, procedures and deadlines set
forth in Article I, Section 12 of our Bylaws. Our proxy
access bylaw provides that holders of at least 3% of our
outstanding shares, held by up to 20 shareholders,
holding the shares continuously for at least 3 years, can
nominate up to 20% of our Board for election at an
annual shareholders’ meeting.
For more specific information regarding these
deadlines in respect of the 2023 annual meeting of
shareholders, see “Shareholder Proposals for 2023
Annual Meeting” below. You should consult our Bylaws,
posted on the “Corporate Governance” section of our
website located at https://investor.dollargeneral.com,
for more detailed information regarding the processes
summarized above. No shareholder nominees have
been submitted for this year’s annual meeting.
What if a nominee is unwilling or unable to
serve?
That is not expected to occur. If it does, the persons
designated as proxies on the proxy card are authorized
to vote your proxy for a substitute designated by our
Board of Directors or the Board of Directors may
reduce the size of the Board.
Are there any family relationships between
any of the directors, executive officers or
nominees?
There are no family relationships between any of our
directors, executive officers or nominees.
FOR
The Board of Directors unanimously recommends that shareholders vote
FOR the election of each of the 8 nominees named in this proposal.
2022 Proxy Statement
9
CORPORATE GOVERNANCE
What governance practices are in place to promote effective independent Board leadership?
Our Board of Directors has adopted a number of governance practices to promote effective independent Board
leadership, such as:
Independent Board Chairman
Mr. Calbert, an independent director, serves as our Chairman of the Board. In this role,
Mr. Calbert serves as a liaison between the Board and our CEO, approves Board meeting
agendas, facilitates communication of annual evaluation feedback to the Board and to
individual directors as further discussed below, and participates with the Compensation
Committee in the annual CEO performance evaluation. This decision allows our CEO to
focus his time and energy on managing our business, while our Chairman devotes his time
and attention to matters of Board oversight and governance. The Board, however,
recognizes that no single leadership model is right for all companies and at all times, and
the Board will review its leadership structure as appropriate to ensure it continues to be in
the best interests of Dollar General and our shareholders.
Annual Evaluations and Board Succession Planning
Our Board of Directors, each standing committee, and each individual non-employee
director are evaluated annually using written questionnaires and a process approved by the
Nominating Committee. Mr. Calbert, as Chairman of both the Board and the Nominating
Committee, discusses the results of the individual evaluations, as well as succession
considerations, with each director and the results of his own individual evaluation with the
Chairperson of the Compensation Committee. The Board and each committee review and
discuss the results of the Board and applicable committee evaluations, all with the goal of
enhancing effective Board leadership, effectiveness and oversight. These evaluations and
discussions also help inform director re-nomination decisions.
Annual CEO Performance Evaluations
The CEO is annually evaluated under the leadership of the Compensation Committee and
the Chairman of the Board. All independent directors are invited to provide input into this
discussion.
Regularly Scheduled Independent Director Sessions
Opportunity is available at each quarterly Board meeting for executive sessions of the
non-management directors (all of whom are currently independent). Mr. Calbert, as
Chairman, presides over all executive sessions of the non-management and the
independent directors.
Shareholder Engagement
To build and maintain relationships with shareholders and to ensure their perspectives are
understood and considered by our Board of Directors, we conduct year-round outreach
through our senior management, investor relations and legal teams. In 2021, we also
continued to engage in focused shareholder engagement efforts regarding environmental,
social and governance (“ESG”) matters, inviting shareholders representing approximately
60% of our outstanding shares to discuss their perspectives on these matters. We ultimately
held conversations with shareholders comprising over 53% of shares outstanding. As
Chairman of both the Board and the Nominating Committee, Mr. Calbert led the
engagement with shareholders representing over 31% of shares outstanding. For more
information on our ESG-focused shareholder outreach efforts, please see “How does
shareholder feedback affect decision-making, including decisions about the shareholder
special meeting right approved at last year’s annual meeting” below.
10
2022 Proxy Statement
How does shareholder feedback affect
decision-making, including decisions about
the shareholder special meeting right
approved at last year’s annual meeting?
Topics discussed during the ESG-focused shareholder
outreach meetings held in the fall of 2021 generally
centered on recent enhancements surrounding our
corporate governance, including the implementation of
the shareholder special meeting right following our
2021 annual shareholders’ meeting (our “2021 annual
meeting”) which received the support of over 98% of
votes cast as discussed further below; our disclosures
and efforts around environmental and social matters
and human capital management; the refreshment and
composition of our Board of Directors; and our
executive compensation program structure. Feedback
from these meetings was shared with our Board
members to inform future decisions pertaining to these
matters and helped inform the decisions to publish our
consolidated EEO-1 data, to establish reduction targets
for our Scopes 1 and 2 greenhouse gas emissions and
to align certain of our climate disclosures to the TCFD
framework, in each case in 2022, as well as various
other disclosure enhancements in this proxy statement
and in our annual Serving Others report to be
published in 2022.
In response to both the shareholder feedback received
during our outreach meetings held in the fall of 2020
prior to our 2021 annual meeting and the voting results
pertaining to the shareholder special meeting right at
our 2021 annual meeting, we amended our Charter in
May 2021 to provide shareholders holding 25% or more
of our shares with the right to request that our Board
call a special meeting of shareholders upon satisfaction
of the terms and conditions detailed in our Charter and
Bylaws. As discussed below, the Nominating
Committee and our Board believe this right is
consistent with the views of a substantial majority of
our shareholders and is in the best interests of Dollar
General and our shareholders.
• Shareholder outreach: During our shareholder
outreach meetings held in the fall of 2020 prior to our
2021 annual meeting, we held conversations with
shareholders comprising 52% of shares outstanding
regarding various ESG matters. During these
conversations, we specifically solicited feedback
regarding adoption of a special meeting right. Our
shareholders overwhelmingly supported a
shareholder special meeting right generally and,
although they had divergent views regarding the
threshold of outstanding shares required to exercise
the right, we found broad support across our
shareholder base for a 25% ownership threshold.
Accordingly, the Board proposed a Charter
amendment to implement a shareholder special
meeting right at a 25% ownership threshold and
CORPORATE GOVERNANCE
opposed a shareholder proposal to implement such a
right at a 10% ownership threshold.
• Voting results: The Nominating Committee and our
Board believe that the voting results at our 2021
annual meeting support the feedback we received
during our 2020 investor outreach. An overwhelming
majority of our shareholders—98.8% of the votes cast
and 76.2% of our outstanding shares—voted in favor
of the Board-supported proposal to adopt a special
meeting right with a 25% threshold. In contrast, the
shareholder proposal that contemplated a 10%
threshold received substantially lower support—
53.2% of votes cast and 43.8% of our outstanding
shares.
The Nominating Committee and our Board continue to
believe that a 25% special meeting threshold is in the
best interests of Dollar General and our shareholders. In
reaching that conclusion, the Nominating Committee
and our Board considered:
• the results of our 2020 investor outreach efforts
detailed above.
• that a significantly higher percentage of our
shareholders voted for the Board-supported special
meeting right proposal rather than the shareholder
proposal at our 2021 annual meeting.
• that the adoption of a special meeting right, or a
change to lower the ownership threshold of our
special meeting right, requires a Charter amendment
that is approved by the affirmative vote of a majority
of our outstanding shares. The 10% ownership
threshold, which was approved by a minority of our
outstanding shares entitled to vote on the
shareholder proposal, did not receive support from
the requisite number of shares that would be
required to implement the right in our Charter.
• the results of our 2021 shareholder outreach efforts,
which continue to support a 25% threshold.
Following the 2021 annual meeting, we again
solicited views on this matter as part of our annual
shareholder outreach conducted in the fall of 2021
and, based on the feedback we heard from
shareholders, significant majority support remains for
retaining the right at the 25% threshold.
Furthermore, the Nominating Committee and our
Board continue to believe that a 25% threshold adds to
our strong corporate governance practices,
appropriately balancing shareholder rights in the event
of an important, time-sensitive issue with the
protection of the long-term interests of Dollar General
and our shareholders against abuse of the right that
could cause our company to unduly incur substantial
costs and distraction.
2022 Proxy Statement
11
CORPORATE GOVERNANCE
What is the Board’s role in risk oversight?
Our Board of Directors and its three standing
committees, the Audit Committee, the Compensation
Committee and the Nominating Committee, have an
important role in our risk oversight process. The entire
Board is regularly informed about risks through the
committee reporting process, as well as through special
reports and updates from management and advisors.
This enables the Board and its committees to
coordinate the risk oversight role, particularly with
respect to risk interrelationships. The Board believes
this division of risk management responsibilities
effectively addresses the material risks facing Dollar
General. The Board further believes that our leadership
structure, described above, supports the risk oversight
function of the Board as it allows our independent
directors, through independent Board committees and
executive sessions of independent directors, to exercise
effective oversight of management’s actions in
identifying risks and implementing effective risk
management policies and controls.
Strategic Planning Risk Oversight. Our company’s
strategy is firmly rooted in our long-standing mission of
Serving Others, as we consistently strive to improve our
performance while retaining our customer-centric
focus. The Board actively oversees our corporate
strategy and related risks through both annual strategic
planning meetings and discussions and reports on the
status of and risks to our strategic initiatives at
quarterly meetings.
Enterprise Risk Oversight. We identify and manage our
key risks using our enterprise risk management
program. This framework evaluates significant internal
and external business, financial, legal, reputational, ESG
and other risks, identifies mitigation strategies, and
assesses any residual risk. The program employs
interviews with various levels of management and our
Board and reviews of strategic initiatives, recent or
potential legislative or regulatory changes, certain
internal metrics and other information. The Audit
Committee oversees our enterprise risk management
program, discussing with management the process by
which risk assessment and risk management is
undertaken and our major financial and other risk
exposures, including without limitation those relating to
information systems, information security, data privacy
and business continuity, and the steps management
has taken to monitor and control such exposures. The
Audit Committee reviews enterprise risk evaluation
results at least annually and high residual risk
categories, along with their mitigation strategies,
quarterly. In addition, as part of its regular review of
progress versus the strategic plan, our Board reviews
related material risks as appropriate. Our General
Counsel also periodically provides information to the
Board regarding our insurance coverage and programs
as well as litigation and other legal risks.
12
2022 Proxy Statement
Cybersecurity Risk Oversight. In addition to
consideration as part of the enterprise risk
management program, cybersecurity risk is further
evaluated through various internal and external audits
and assessments designed to validate the effectiveness
of our controls for managing the security of our
information assets. Management develops action plans
to address select identified opportunities for
improvement, and the Audit Committee quarterly
reviews reports and metrics, including a dashboard,
pertaining to cybersecurity risks and mitigation efforts
with our Chief Information Officer and our Chief
Information Security Officer to help the Audit
Committee understand and evaluate current risks,
monitor trends, and track our progress against specific
metrics. The Audit Committee also has the
responsibility to review with management and the
outside auditor any unauthorized access to information
technology systems that could have an effect on the
Company’s financial statements.
Human Capital Management/Diversity and Inclusion
Oversight. Our Board of Directors has delegated
oversight of significant matters pertaining to our
human capital management strategy to the
Compensation Committee, including diversity and
inclusion; recruitment, retention and engagement of
employees; our executive compensation program; and
the overall compensation philosophy and principles for
the general employee population. As part of this
oversight, each quarter the Compensation Committee
reviews our diversity and inclusion efforts and results
with the Chief People Officer. However, our Board
retains direct oversight of certain human capital
management areas, including annual discussions of
management succession planning with the Chief
Executive Officer and the Chief People Officer, review
of significant employee-related litigation and legal
matters at least quarterly with our General Counsel,
and discussions of various human capital matters with
the Chief Executive Officer. Our Board also has
regularly reviewed our COVID-19 response with our
Chief Executive Officer since March 2020.
Governance, Corporate Social Responsibility and
Sustainability Risk Oversight. In addition to
consideration of ESG as part of the enterprise risk
management program, our Board of Directors has
delegated oversight of corporate governance issues,
including management’s efforts on significant
corporate social responsibility and sustainability
matters (to the extent the matter is not overseen by
the full Board or other committee), to the Nominating
Committee. Such matters may include significant issues
relating to the environment, human rights, labor, health
and safety, supply chain, community and governmental
relations, charitable contributions, political
contributions (if any), and similar matters. As part of
this oversight, the Nominating Committee: reviews our
sustainability disclosures and practices, including
CORPORATE GOVERNANCE
climate-related disclosures, practices, strategy and
goals/targets; oversees our ESG-related shareholder
outreach program and shareholder proposals; receives
regular reports on ESG engagements with and
viewpoints provided by shareholders; and reviews
detailed information regarding corporate governance
trends and practices, all of which informs
recommendations to the Board. Some recent examples
of changes recommended by the Nominating
Committee as a result of the governance practices
reviews include: the implementation of the right of
shareholders holding in the aggregate at least 25% of
our common stock to request special meetings in 2021;
the removal of the supermajority voting provisions
from our Charter and Bylaws in 2020; and the
implementation of proxy access in 2017.
What other functions are performed by the Board’s Committees?
The functions of the Board’s three standing committees
are described in applicable Board-adopted written
charters available on the “Corporate Governance”
section of our website located at
https://investor.dollargeneral.com and are summarized
below along with each committee’s current
membership. In addition to the functions outlined
below, each committee performs an annual
self-evaluation, periodically reviews and reassesses its
charter, evaluates and makes recommendations
concerning shareholder proposals that are within the
committee’s expertise, and performs the risk oversight
roles outlined above.
Name of
Committee & Members
AUDIT:
Mr. Rhodes, Chairperson
Mr. Bryant
Ms. Sandler
Committee Functions
• Selects the independent auditor and periodically considers the advisability of
audit firm rotation
• Annually evaluates the independent auditor’s qualifications, performance and
independence, as well as the lead audit partner, and reviews the annual report
on the independent auditor’s internal quality control procedures and any
material issues raised by its most recent review of internal quality controls
• Pre-approves audit engagement fees and terms and all permitted non-audit
services and fees, and discusses the audit scope and any audit problems or
difficulties
• Sets policies regarding the hiring of current and former employees of the
independent auditor
• Discusses the annual audited and quarterly unaudited financial statements with
management and the independent auditor
• Reviews CEO/CFO disclosures regarding any significant deficiencies or
material weaknesses in our internal control over financial reporting, and
establishes procedures for receipt, retention and treatment of complaints
regarding accounting or internal controls
• Discusses the types of information to be disclosed in earnings press releases
and provided to analysts and rating agencies
• Oversees our enterprise risk management program, including reports and
metrics pertaining to cybersecurity risks
• Reviews internal audit activities, projects and budget
• Review and oversees reportable related party transactions (unless a particular
transaction is within the purview of another committee) to ensure they are not
inconsistent with the interests of the Company and our shareholders
• Discusses with our general counsel legal matters having an impact on financial
statements
• Furnishes the committee report required in our proxy statement
2022 Proxy Statement
13
CORPORATE GOVERNANCE
Name of
Committee & Members
COMPENSATION:
Ms. Fili-Krushel, Chairperson
Mr. Bryant
Mr. McGuire
Committee Functions
• Oversees significant matters pertaining to human capital management
strategy, including diversity and inclusion and recruitment, retention and
engagement of employees
• Reviews and approves corporate goals and objectives relevant to CEO
compensation
• Determines executive officer compensation (with an opportunity for the
independent directors to ratify CEO compensation) and recommends Board
compensation for Board approval
• Oversees overall compensation philosophy and principles for the general
employee population
• Establishes short-term and long-term incentive compensation programs for
senior officers and approves all equity awards
• Oversees share ownership guidelines and holding requirements for Board
members and senior officers
• Oversees the performance evaluation process for senior officers
• Reviews and discusses disclosure regarding executive compensation, including
Compensation Discussion and Analysis and compensation tables (in addition
to preparing the report on executive compensation for our proxy statement)
• Selects and determines fees and scope of work of its compensation consultant
• Oversees and evaluates the independence of its compensation consultant and
other advisors
NOMINATING AND GOVERNANCE:
• Develops and recommends criteria for selecting new directors
Mr. Calbert, Chairperson
Ms. Fili-Krushel
Ms. Sandler
Mr. Santana
• Screens and recommends to our Board individuals qualified to serve on our
Board
• Recommends Board committee structure and membership
• Recommends persons to fill Board and committee vacancies
• Develops and recommends Corporate Governance Guidelines and corporate
governance practices and oversees corporate governance issues, including the
ESG-related shareholder engagement program
• Oversees the process governing annual Board, committee and director
evaluations
• Oversees management’s efforts pertaining to significant corporate social
responsibility and sustainability matters, which may include issues relating to
the environment, human rights, labor, health and safety, supply chain,
community and governmental relations, charitable and political contributions,
and similar matters
• Evaluates ESG-related shareholder proposals unless within the subject matter
jurisdiction or expertise of another independent Board committee
• Evaluates the appropriateness of a director’s continued Board and committee
membership in light of any changed circumstances that could affect the
director’s independence, qualifications or availability
• Considers requests by directors and executive officers to serve on the board of
directors of a for-profit company, taking into account among other factors the
overboarding policy set forth in our Corporate Governance Guidelines
14
2022 Proxy Statement
CORPORATE GOVERNANCE
Does an audit committee financial expert
serve on the Audit Committee?
Yes. Our Board of Directors has determined that
Mr. Rhodes, Mr. Bryant and Ms. Sandler are audit
committee financial experts who are independent as
defined in New York Stock Exchange (“NYSE”) listing
standards and in our Corporate Governance Guidelines.
Our Board formally reviews our succession plan for
officers, as well as other notable talent, at least
annually. In addition, we maintain and review with the
Board periodically a confidential procedure for the
timely and efficient transfer of the CEO’s
responsibilities in the event of an emergency or his
sudden incapacitation or departure.
How often did the Board and its committees
meet in 2021?
During 2021, our Board of Directors, Audit Committee,
Compensation Committee and Nominating Committee
met 5, 4, 6 and 4 times, respectively. Each incumbent
director attended at least 75% of the total of all
meetings of the Board and committees on which he or
she served which were held during the period for which
he or she was a director and a member of each
applicable committee.
What is Dollar General’s policy regarding
Board member attendance at the annual
meeting?
Our Board of Directors has adopted a policy that all
directors should attend annual shareholders’ meetings
unless attendance is not feasible due to unavoidable
circumstances. The 2021 annual shareholders’ meeting
was held virtually as a result of precautions related to
the COVID-19 pandemic. All persons serving as Board
members at the time of the 2021 annual shareholders’
meeting attended the meeting virtually.
Does Dollar General have a management
succession plan?
Yes. Our Board of Directors ensures that a formalized
process governs long-term management development
and succession. Our comprehensive program
encompasses not only our CEO and other executive
officers but all employees through the front-line
supervisory level. The program focuses on key
succession elements, including identification of
potential successors for positions where internal
succession is appropriate, assessment of each potential
successor’s level of readiness, diversity considerations,
and preparation of individual growth and development
plans. Our long-term business strategy is also
considered with respect to CEO succession planning.
Are there share ownership guidelines and
holding requirements for Board members
and senior officers?
Yes. Details of our share ownership guidelines and
holding requirements for Board members and senior
officers are included in our Corporate Governance
Guidelines. See “Compensation Discussion and
Analysis—Share Ownership Guidelines and Holding
Requirements” and “Director Compensation” for more
information on these guidelines and holding
requirements. The Compensation Committee
establishes the related administrative details.
How can I communicate with the Board of
Directors?
We describe our Board-approved process for security
holders and other interested parties to contact the
entire Board, a particular director, or the
non-management directors or independent directors as
a group on the “Corporate Governance” section of our
website located at https://investor.dollargeneral.com.
Where can I find more information about
Dollar General’s governance practices?
Our governance-related information is posted on
https://investor.dollargeneral.com under “Corporate
Governance,” including our Corporate Governance
Guidelines, Code of Business Conduct and Ethics, the
charter of each of the Audit Committee, the
Compensation Committee and the Nominating
Committee, and the name(s) of the person(s) chosen
to lead the executive sessions of the non-management
directors and, if different, of the independent directors.
This information is available in print to any shareholder
who sends a written request to: Investor Relations,
Dollar General Corporation, 100 Mission Ridge,
Goodlettsville, Tennessee 37072.
2022 Proxy Statement
15
DIRECTOR COMPENSATION
Our director compensation program is designed to fairly pay directors for their time and efforts and to align their
interests with the long-term interests of our shareholders. At least once every two years, the Compensation
Committee reviews the form and amount of director compensation in light of these goals and makes related
recommendations to the Board of Directors. The Committee considers peer group market data as the primary
market reference point, survey data of general industry companies with revenues greater than $10 billion for a
general understanding of compensation practices in the broader market context, and directional recommendations,
all as presented by its independent compensation consultant, Pearl Meyer. More information about our peer group
and the Pearl Meyer engagement can be found under “Use of Market Data” and “Use of Outside Advisors,”
respectively, in “Compensation Discussion and Analysis.” The Committee has the authority to delegate any of its
responsibilities to one or more subcommittees as the Committee may deem appropriate to the extent allowed by
applicable law and the NYSE.
Management serves in an administrative and support role for the Compensation Committee and Pearl Meyer,
conducting research, compiling data, providing necessary Company-specific information, or otherwise assisting as
requested. The Committee also may seek management’s viewpoint on Pearl Meyer’s analysis and
recommendations.
The following table and text summarize the compensation earned by or paid to each person who served as a
non-employee member of our Board of Directors during all or part of 2021. Mr. Vasos, whose executive
compensation is discussed under “Executive Compensation” below, was not separately compensated for his service
on the Board. We have omitted the columns pertaining to “Non-Equity Incentive Plan Compensation” and “Change
in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.
Fiscal 2021 Director Compensation
Name
Warren F. Bryant
Fees Earned or
Paid in Cash
($)(1)
95,000
Stock
Awards
($)(2)
154,323
Michael M. Calbert
112,500
336,279
Patricia D. Fili-Krushel
115,000
154,323
Timothy I. McGuire
95,000
154,323
William C. Rhodes, III
120,000
154,323
Debra A. Sandler
Ralph E. Santana
95,000
154,323
95,000
154,323
Option
Awards
($)(3)
All Other
Compensation
($)(4)
—
—
—
—
—
—
—
1,381
2,972
1,381
1,381
1,381
1,381
1,381
Total
($)
250,704
451,751
270,704
250,704
275,704
250,704
250,704
(1)
In addition to the annual Board retainer, Messrs. Calbert and Rhodes and Ms. Fili-Krushel earned annual retainers for service as committee
chairpersons during fiscal 2021.
(2) Represents the grant date fair value of restricted stock units (“RSUs”) awarded to Mr. Calbert on February 1, 2021 ($181,956) for his annual
Chairman of the Board retainer, as well as to each director (including Mr. Calbert) on May 25, 2021 ($154,323), in each case computed in
accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 9 of the
annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on
March 18, 2022 (our “2021 Form 10-K”). As of January 28, 2022, each of the persons listed in the table above had the following total unvested
RSUs outstanding (including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs): each of
Messrs. Bryant, McGuire, Rhodes and Santana and Mss. Fili-Krushel and Sandler (781); and Mr. Calbert (1,732).
(3) The Board eliminated the use of stock option awards as part of director compensation beginning in fiscal 2015. As of January 28, 2022, each of
the persons listed in the table above had the following total unexercised stock options outstanding (whether or not then exercisable): each of
Messrs. Bryant and Calbert and Ms. Fili-Krushel (8,833); and each of Messrs. McGuire, Rhodes and Santana and Ms. Sandler (0).
(4) Represents the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs. Perquisites and personal benefits, if any,
totaled less than $10,000 per director and therefore are not included in the table.
16
2022 Proxy Statement
DIRECTOR COMPENSATION
Each non-employee director receives payment (prorated as applicable) for a fiscal year in quarterly installments of
the following cash compensation, as applicable, along with an annual award of RSUs, payable in shares of our
common stock, having the estimated value listed below:
Board
Retainer
($)
Audit
Committee
Chairperson
Retainer
($)
Compensation
Committee
Chairperson
Retainer
($)
Nominating
Committee
Chairperson
Retainer
($)
95,000
25,000
20,000
17,500
Estimated
Value of
Equity
Award
($)
165,000(1)
Fiscal
Year
2021
(1) For annual equity awards granted in fiscal 2022, the estimated value of the equity award has been increased to $175,000 as a result of the
Committee’s review of market data and the recommendations of the Committee’s compensation consultant.
The RSUs are awarded annually to each non-employee
director who is elected or re-elected at the annual
shareholders’ meeting and to any new director
appointed thereafter but before February 1 of a given
year. The RSUs are scheduled to vest on the first
anniversary of the grant date subject to certain
accelerated vesting conditions. Directors generally may
defer receipt of shares underlying the RSUs. Prior to
fiscal 2022, the RSUs were awarded under our
Amended and Restated 2007 Stock Incentive Plan. For
grants made beginning in fiscal 2022, the RSUs are
awarded under our 2021 Stock Incentive Plan.
In addition to the fees outlined above, the Chairman of
the Board receives an annual retainer delivered in the
form of RSUs, payable in shares of our common stock
and scheduled to vest on the first anniversary of the
grant date, subject to certain accelerated vesting
conditions, having an estimated value of $200,000. Prior
to fiscal 2022, the RSUs were awarded under our
Amended and Restated 2007 Stock Incentive Plan. For
grants made beginning in fiscal 2002, the RSUs are
awarded under our 2021 Stock Incentive Plan.
The forms and amounts of director compensation as
outlined above were recommended by the
Compensation Committee and approved by the Board
after taking into account market data,
recommendations of the Committee’s compensation
consultant, Pearl Meyer, and, for the additional equity
award to the Chairman of the Board, his further
responsibilities to the Company.
Up to 100% of cash fees earned for Board services in a
fiscal year generally may be deferred under the
Non-Employee Director Deferred Compensation Plan.
Benefits are payable upon separation from service in
the form, as elected by the director at the time of
deferral, of a lump sum distribution or monthly
payments for 5, 10 or 15 years. Participating directors
can direct the hypothetical investment of deferred fees
into funds identical to those offered in our 401(k) Plan
and will be credited with the deemed investment gains
and losses. The amount of the benefit will vary
depending on the fees the director has deferred and
the deemed investment gains and losses. Benefits upon
death are payable to the director’s named beneficiary
in a lump sum. In the event of a director’s disability (as
defined in the Non-Employee Director Deferred
Compensation Plan), the unpaid benefit will be paid in
a lump sum. Participant deferrals are not contributed to
a trust, and all benefits are paid from Dollar General’s
general assets.
Our non-employee directors are subject to share
ownership guidelines, expressed as a multiple of the
annual cash retainer payable for service on our Board
(exclusive of additional amounts paid to each
Committee chairperson), and holding requirements.
The current ownership guideline is 5 times and should
be acquired within 5 years of election to the Board.
When the ownership guideline is increased, incumbent
non-employee directors are allowed an additional year
to acquire the incremental multiple. Each non-
employee director is required to retain ownership of
100% of all net after-tax shares granted by Dollar
General until reaching the share ownership target. As of
January 28, 2022, each of our Board members was in
compliance with our share ownership and holding
requirement policy either because he or she met the
guideline or was within the allotted grace period.
2022 Proxy Statement
17
relationship with Dollar General or its management is
not considered to be independent. Absent special
circumstances, the Board does not consider or analyze
any relationship that management has determined falls
within the parameters of the Board’s separately
adopted categorical independence standards.
Are all of the directors and nominees
independent?
Our CEO, Todd J. Vasos, is the only non-independent
director. Our Board of Directors has affirmatively
determined that each of Messrs. Bryant, Calbert,
McGuire, Rhodes and Santana and Mss. Fili-Krushel and
Sandler is independent under both the NYSE listing
standards and our additional independence standards.
Any relationship between an independent director and
Dollar General or our management fell within the
Board-adopted categorical standards and, accordingly,
was not reviewed or considered by the Board in making
independence decisions. There is no person currently
serving or who served in 2021 on the Audit Committee,
the Compensation Committee or the Nominating
Committee that does or did not meet, as applicable,
the NYSE independence requirements for membership
on those committees, our additional standards and, as
to the Audit Committee, SEC rules.
DIRECTOR INDEPENDENCE
Is Dollar General subject to the NYSE
governance rules regarding director
independence?
Yes. A majority of our directors must satisfy the
independence requirements set forth in the NYSE
listing standards. All members of the Audit Committee,
the Compensation Committee and the Nominating
Committee also must be independent to comply with
NYSE listing standards and, in the case of the Audit
Committee, with SEC rules. The NYSE listing standards
define specific relationships that disqualify directors
from being independent and further require that the
Board of Directors affirmatively determine that a
director has no material relationship with Dollar General
in order to be considered “independent.” The SEC’s
rules and NYSE listing standards contain separate
definitions of independence for members of audit
committees and compensation committees,
respectively.
How does the Board of Directors determine
director independence?
Our Board of Directors determines the independence
of each director and director nominee using guidelines
it has adopted, which include all elements of
independence in the NYSE listing standards and SEC
rules as well as certain Board-adopted categorical
independence standards. These guidelines are detailed
within our Corporate Governance Guidelines posted on
the “Corporate Governance” section of our website
located at https://investor.dollargeneral.com.
The Board first considers whether any director or
nominee has a relationship covered by the NYSE listing
standards that would prohibit an independence finding
for Board or committee purposes. The Board then
analyzes any relationship of the remaining eligible
directors and nominees with Dollar General or our
management that falls outside the parameters of the
Board’s separately adopted categorical independence
standards to determine if that relationship is material.
The Board may determine that a person who has a
relationship outside such parameters is nonetheless
independent because the relationship is not considered
to be material. Any director who has a material
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2022 Proxy Statement
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Does the Board of Directors have a related-
party transactions approval policy?
Yes. Our Board of Directors has adopted a written
policy for the review, approval or ratification of “related
party transactions.” For purposes of this policy, a
“related party” includes our directors, director
nominees, executive officers and greater than 5%
shareholders, and any of their immediate family
members, and a “transaction” includes one or a series
of similar financial or other transactions, arrangements
or relationships in which (1) Dollar General or one of
our subsidiaries is a participant; (2) a related party has
a direct or indirect material interest; and (3) the total
amount may exceed $120,000 and is required to be
disclosed pursuant to Item 404 of Regulation S-K under
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as determined by our Law
Department.
The policy requires that a designated Board committee
review in advance and oversee related party
transactions for potential conflicts of interest and
prohibit the transaction if it determines the transaction
is inconsistent with the interests of Dollar General and
our shareholders. The Audit Committee is the
designated committee for related party transactions
except for compensatory transactions, which the
Compensation Committee will review and oversee, and
charitable donations or payments to an industry group,
which the Nominating Committee will oversee. The
related party may not participate in the review or
approval of the related party transaction.
In determining whether a related party transaction
should be approved or prohibited, the policy directs
the designated committee to consider all relevant facts
and circumstances, which may include among other
factors whether:
• the terms of the transaction are fair to Dollar General
and on the same basis as if the transaction had
occurred on an arm’s-length basis;
• there are any compelling business reasons for Dollar
General to enter into the transaction, and the nature
of alternative transactions, if any; and
• the transaction would present an improper conflict of
interest for any of our Board members or executive
officers.
If approved, the designated committee will review each
ongoing related party transaction at least annually to
determine whether it should be allowed to continue.
If a related party transaction is inadvertently entered
into without the required prior approval, including
without limitation if a related party’s interest arises only
after the commencement of an ongoing transaction,
the designated committee will review the transaction
as soon as is reasonably practicable and determine
whether to ratify or prohibit the transaction, taking into
consideration all relevant facts and circumstances,
which may include among other factors those outlined
above, the reason the policy was not followed and
whether subsequent ratification would be detrimental
to Dollar General.
In determining whether a transaction meets the
definition of a related party transaction under the
policy, the policy directs the Law Department to
evaluate all relevant facts and circumstances, but
provides that a related party’s interest in the following
transactions generally would not be considered
material, although the transaction amounts listed are
not intended to imply that transaction amounts in
excess of such amounts are presumed to be material:
• transactions involving a total amount that does not
exceed the greater of $1 million or 2% of an entity’s
annual consolidated revenues (total consolidated
assets in the case of a lender) if no related party who
is an individual participates in providing the services
or goods to, or negotiations with, us on the other
entity’s behalf or receives special compensation or
benefit as a result; or
• payments to a charitable organization, foundation or
university if the total amount does not exceed 2% of
the recipient’s total annual receipts and no related
party who is an individual participates in the payment
decision or receives any special compensation or
benefit as a result.
What related party transactions existed in
2021 or are planned for 2022?
There are no transactions that have occurred since the
beginning of 2021, or any currently proposed
transactions, that involve Dollar General and exceed
$120,000 and in which a related party had or has a
direct or indirect material interest.
2022 Proxy Statement
19
EXECUTIVE COMPENSATION
This section provides details of fiscal 2021 compensation for our named executive officers: Todd J. Vasos, Chief
Executive Officer; John W. Garratt, Executive Vice President and Chief Financial Officer; Jeffery C. Owen, Chief
Operating Officer; Rhonda M. Taylor, Executive Vice President and General Counsel; and Carman R. Wenkoff,
Executive Vice President and Chief Information Officer.
Compensation Discussion and Analysis
Overview
Our executive compensation program is designed to serve the long-term interests of our shareholders. To deliver
superior shareholder returns, we believe it is critical to offer a competitive compensation package that will attract,
retain, and motivate experienced executives with the requisite expertise. Our program is designed to balance the
short-term and long-term components and thus incent achievement of our annual and long-term business
strategies, to pay for performance, and to maintain our competitive position in the market in which we compete for
executive talent.
Compensation Best Practices
We strive to align our executives’ interests with those of our shareholders and to follow sound corporate
governance practices.
Compensation Practice
Dollar General Policy
Pay for performance
A significant portion of compensation, including our annual Teamshare cash
bonus incentive and our equity incentive compensation, is either performance-
based, linked to changes in our stock price, or both.
Robust share ownership guidelines
and holding requirements
Our share ownership guidelines and holding requirements create further
alignment with shareholders’ long-term interests. See “Share Ownership
Guidelines and Holding Requirements.”
Clawback policy
Hedging, pledging and margin
prohibitions
Our annual performance share unit (“PSU”) equity awards and the annual
Teamshare cash bonus program allow for the clawback of performance-based
incentive compensation paid or awarded to a named executive officer in the
case of a material financial restatement resulting from fraud or intentional
misconduct on the part of the executive officer.
Our policy prohibits executive officers and Board members (and certain of their
family members, entities and trusts) from hedging against any decrease in the
market value of Dollar General equity securities awarded by our company and
held by them, and from pledging as collateral or holding in a margin account
any securities issued by Dollar General. See “Hedging and Pledging Policies.”
No excise tax gross-ups and minimal
income tax gross-ups
We do not provide tax gross-up payments to named executive officers other
than on relocation-related items.
Double-trigger provisions
All equity awards granted to named executive officers include a “double-
trigger” vesting provision upon a change in control.
No repricing or cash buyout of
underwater stock options without
shareholder approval
Our equity incentive plans prohibit repricing underwater stock options,
reducing the exercise price of stock options or replacing awards with cash or
another award type, without shareholder approval.
Annual compensation risk assessment
At least annually, our Compensation Committee assesses the risk of our
compensation program.
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2022 Proxy Statement
Pay for Performance
Consistent with our philosophy, and as illustrated to the
right, a significant portion of annualized total target
compensation for our named executive officers in 2021
was variable/at-risk as a result of being either
performance-based, linked to changes in our stock
price, or both.
In addition, the following financial performance was
achieved in accordance with our short-term and
long-term incentive plans:
• Teamshare Bonus Program
We achieved 2021 adjusted EBIT (as defined and
calculated for purposes of the 2021 Teamshare bonus
program) of $3.468 billion, or 118.7% of the adjusted
EBIT target, which resulted in a 2021 Teamshare
payout to each named executive officer of 224.4% of
his or her target Teamshare bonus percentage
opportunity (see “Short-Term Cash Incentive Plan”).
• Performance Share Units
The portion of the awards granted in March 2021
subject to 2021 adjusted EBITDA performance was
earned at 196.1% of target, based on achieving
adjusted EBITDA of $4.103 billion, or 114.4% of the
adjusted EBITDA target, and the portion of the
awards granted in March 2019 subject to 2019-2021
adjusted ROIC performance was earned at the
maximum of 300.0% of target based on achieving
adjusted ROIC of 24.72%, or 119.5% of the adjusted
ROIC three-year 2019-2021 target (which is greater
than the maximum achievement level of 104.8%), in
each case as defined and calculated in the PSU
award agreements (see “Long-Term Equity Incentive
Program”).
EXECUTIVE COMPENSATION
CEO
STI
14%
Salary
10%
90%
VARIABLE/
AT-RISK
LTI
76%
OTHER NEOs
(Averaged)
STI
19%
76%
VARIABLE/
AT-RISK
Salary
24%
LTI
57%
LTI — Long-Term Equity Incentive
(stock options and performance share units)
STI — Short-Term Cash Incentive
(Teamshare bonus program)
Shareholder Response
Philosophy and Objectives
The most recent shareholder advisory vote on our
named executive officer compensation was held on
May 26, 2021. Excluding abstentions and broker
non-votes, 90.1% of total votes were cast in support of
the program. Because we view this outcome as very
supportive of our compensation policies and practices,
we do not believe the vote requires consideration of
changes to the program. Nonetheless, because market
practices and our business needs continue to evolve,
we continually evaluate our program, including
shareholder feedback, and make changes when
warranted.
At our annual meeting of shareholders held on May 31,
2017, our shareholders expressed a preference that
advisory votes on executive compensation occur every
year. Consistent with this preference, our Board of
Directors implemented an annual advisory vote on
executive compensation until the next advisory vote on
the frequency of shareholder votes on executive
compensation, which will occur at our 2023 annual
meeting of shareholders.
We strive to attract, retain, and motivate persons with
superior ability, to reward outstanding performance,
and to align the long-term interests of our named
executive officers with those of our shareholders. The
material compensation principles applicable to the
compensation of our named executive officers are
outlined below:
• In determining total compensation, we consider a
reasonable range of the median of total
compensation of comparable positions at companies
within our peer group, while accounting for distinct
circumstances not reflected in the market data such
as unique job descriptions as well as our particular
niche in the retail sector and the impact that a
particular officer may have on our ability to meet
business objectives. For competitive or other
reasons, our levels of total compensation or any
component of compensation may exceed or be
below the median range of our peer group.
2022 Proxy Statement
21
EXECUTIVE COMPENSATION
• We set base salaries to reflect the responsibilities,
experience, performance, and contributions of the
named executive officers and the salaries for
comparable positions, while maintaining an
appropriate balance between base salary and
incentive compensation.
• We reward named executive officers who enhance
our performance by linking cash and equity
incentives to the achievement of our financial goals.
• We promote share ownership to align the interests of
our named executive officers with those of our
shareholders.
• In approving compensation arrangements, we may
consider recent compensation history, including
special or unusual compensation payments.
Oversight and Process
Oversight
The Compensation Committee of our Board of
Directors, or a subcommittee thereof if required for tax
or other reasons, in each case consisting entirely of
independent directors, determines and approves the
compensation of our named executive officers.
Throughout this “Compensation Discussion and
Analysis,” the use of the term Compensation
Committee (or Committee) means either the entire
committee or a subcommittee thereof if required for
tax or other reasons, as applicable. The independent
members of our Board are provided the opportunity to
ratify the Committee’s determinations pertaining to the
level of CEO compensation.
Use of Outside Advisors
The Compensation Committee has selected Pearl
Meyer to serve as its compensation consultant and has
determined that Pearl Meyer is independent and that
its work has not raised any conflicts of interest.
When requested by the Committee, a Pearl Meyer
representative attends Committee meetings and
participates in private sessions with the Committee,
and Committee members are free to consult directly
with Pearl Meyer as desired.
The Committee (or its Chairperson) determines the
scope of Pearl Meyer’s services and has approved a
written agreement that details the terms under which
Pearl Meyer will provide independent advice to the
Committee. The approved scope of Pearl Meyer’s work
generally includes the performance of analyses and
provision of independent advice related to our
executive and non-employee director compensation
programs and related matters in support of the
Committee’s decisions, and more specifically, includes
performing preparation work associated with
Committee meetings, providing advice in areas such as
compensation philosophy, compensation risk
22
2022 Proxy Statement
assessment, peer group, incentive plan design, target
versus realizable pay, executive compensation
disclosure, excise tax calculations upon change in
control, emerging best practices and changes in the
regulatory environment, and providing competitive
market studies. Pearl Meyer, along with management,
also prepares market data for consideration by the
Committee in making decisions on items such as base
salary, the Teamshare bonus program, and the
long-term incentive program.
Management’s Role
Our executive management team prepares and
recommends our annual financial plan to our Board of
Directors for approval and establishes a 3-year financial
plan. The financial performance targets used in our
incentive compensation programs are the same as
those in such financial plans and approved by our
Compensation Committee. Our CEO and our Chief
People Officer, as well as non-executive members of
the human resources group, provide assistance to the
Committee and Pearl Meyer regarding executive
compensation matters, including conducting research,
compiling data and/or making recommendations
regarding compensation amount, compensation mix,
incentive program structure alternatives, target versus
realizable pay, and compensation-related governance
practices, as well as providing information to and
coordinating with Pearl Meyer as requested.
Additionally, our General Counsel may provide legal
advice to the Committee regarding executive
compensation and related governance and legal
matters and contractual arrangements from time to
time. Although these recommendations may impact
each of such officers’ compensation to the extent they
participate in the plans and programs, none of such
officers make recommendations to the Committee
regarding their specific compensation. For the role of
management in named executive officers’ performance
evaluations, see “Use of Performance Evaluations”
below. Although the Committee values and solicits
management’s input, it retains and exercises sole
authority to make decisions regarding named executive
officer compensation.
Use of Performance Evaluations
Each member of the Board of Directors is asked to
provide feedback to the Chairman of the Board
regarding the CEO’s overall performance. The Chairman
of the Board shares such information with the
Compensation Committee. The Compensation
Committee, together with the Chairman of the Board,
assesses the performance of the CEO, and the CEO
evaluates and reports to the Committee on the
performance of each of the other named executive
officers, in each case versus previously established
goals. The Committee also has the opportunity to
provide input into each named executive officer’s
performance evaluation. These evaluations are
subjective; no objective criteria or relative weighting is
assigned to any individual goal or factor.
Performance ratings serve as an eligibility threshold for
annual base salary increases and may directly impact
the amount of such increases. The Committee starts
with the percentage base salary increase that equals
the overall budgeted increase for our U.S.-based
employee population and approves differing merit
increases to base salary based upon each named
executive officer’s individual performance rating.
The Committee then considers whether additional
adjustments are necessary to reflect performance,
responsibilities or qualifications; to bring pay within a
reasonable range of the peer group; due to a change in
role or duties; to achieve a better balance between
base salary and incentive compensation; to more
appropriately align relative pay position among internal
peers; or for other reasons the Committee believes
justify a variance from the merit increase.
Performance evaluation results have the potential to
affect the amount of Teamshare bonus payout because
the Committee has the ability to adjust payments
upward or downward depending upon the named
executive officer’s individual performance or other
factors, although the Committee does not always
exercise this right each year.
An unsatisfactory performance rating will reduce the
number of, or completely eliminate, stock options
awarded to the named executive officer in the following
year. In addition, individual performance and other
factors, such as retention, succession, and company
and department performance, are used as part of a
subjective assessment to determine each named
executive officer’s equity award value within a
previously determined range of values.
Use of Market Data
The Compensation Committee approves, periodically
reviews, and utilizes a peer group when making
compensation decisions (see “Philosophy and
Objectives”). The peer group data typically is
considered annually for base salary adjustments, target
equity award values, Teamshare target bonus
opportunities, and total target compensation, and
periodically when considering structural changes to our
executive compensation program.
Our peer group consists of companies selected
according to their similarity to our operations, services,
revenues, markets, availability of information, and any
other information the Committee deems appropriate.
Such companies are likely to have executive positions
comparable in breadth, complexity and scope of
responsibility to ours. The peer group used for 2021
EXECUTIVE COMPENSATION
compensation decisions, which was unchanged from
the prior year’s peer group, consisted of:
Aramark
AutoZone
Best Buy
CarMax
Dollar Tree
Genuine Parts
Kohl’s
L Brands
Lowe’s
Ross Stores
Starbucks
Sysco
Target
TJX Companies
Tractor Supply
Yum! Brands
Pearl Meyer provides peer group data annually for the
CEO, to ensure that the Committee is aware of any
significant movement in CEO compensation levels
within the peer group, and biennially for each named
executive officer position below CEO. In alternating
years, the Committee uses the prior year data for
non-CEO compensation decisions after applying an
aging factor recommended by Pearl Meyer. Pearl Meyer
provided peer group data for all 2021 CEO and
non-CEO compensation decisions.
Elements of Named Executive Officer
Compensation
We provide compensation in the form of base salary,
short-term cash incentives, long-term equity incentives,
benefits, and limited perquisites. We believe each of
these elements is a necessary component of the total
compensation package and is consistent with
compensation programs at companies with whom we
compete both for business and talent. Decisions
regarding each named executive officer’s 2021
compensation are discussed below, followed by a
description of each element of compensation and the
related applicable programs, as well as applicable
financial performance results certified with respect to
performance periods that ended in 2021.
2021 Compensation Generally
The Compensation Committee considered the annual
compensation of each named executive officer in
March 2021.
(a) 2021 Compensation Decisions for Mr. Vasos
The Compensation Committee considered the base
salary, short-term incentive, and long-term incentive
components of Mr. Vasos’s compensation, as well as his
total target compensation, in each case in comparison
to the peer group data (see “Use of Market Data”).
After considering the peer group data, as well as
Mr. Vasos’s and the Company’s fiscal 2020 performance
(see “Use of Performance Evaluations”), Mr. Vasos’s
experience and tenure in the CEO role, and CEO
succession planning, the Committee determined to
maintain Mr. Vasos’s base salary and short-term
incentive bonus percentage at his prior year levels
($1,350,000 and 150% of base salary, respectively)
and to increase his 2021 equity award value to
2022 Proxy Statement
23
EXECUTIVE COMPENSATION
$10.625 million and structure such award to enhance
his performance and retention incentives and, in the
event of his early retirement after April 1, 2022, to
(a) secure his provision of up to 24 months of post
termination transition services to the Company, and
(b) further protect shareholders and the Company
through an extension of his non-compete and
non-solicitation periods from two to three years under
his employment agreement. See “Short-Term Cash
Incentive Plan” and “Long-Term Equity Incentive
Program” for a description of such programs and
“Potential Payments Upon Termination or Change in
Control—Payments Upon Termination Due to
Retirement—Early Retirement” and “Potential Payments
Upon Termination or Change in Control—Payments
After a Change in Control—Equity Awards—Other
Stock Options and Performance Share Units” for a
description of the early retirement provisions of
Mr. Vasos’s 2021 equity award agreements.
(b) 2021 Compensation Decisions for Other
Named Executive Officers
The Compensation Committee considered the base
salary, short-term incentive, and long-term incentive
components, as well as total target compensation, of
the non-CEO named executive officers, in each case in
comparison to the peer group data (see “Use of Market
Data”), as well as each such officer’s performance (see
“Use of Performance Evaluations”). The Committee
made no change to any such officer’s target short-term
incentive bonus percentage opportunity (for Mr. Owen,
100% of base salary, and for all other non-CEO officers,
75% of base salary) from the prior year’s level, which
the Committee concluded remained reasonably aligned
with the peer group data. See “Short-Term Cash
Incentive Plan” for a description of the bonus program.
Continuing the practice begun in 2019, the Committee
incorporated the use of an equity award value range to
determine each non-CEO named executive officer’s
equity award value level to achieve better market
alignment at the individual position level while
continuing to allow for subjective performance
differentiation and sufficiently incenting and retaining
such officers. The Committee determined the equity
award value range based on the peer group data and
then determined each such named executive officer’s
actual award value within the range based on
comparisons of his or her total target compensation
against the peer group data, as well as a subjective
assessment of a variety of factors outlined above under
“Use of Performance Evaluations.” Each such officer’s
March 2021 equity award value was: Mr. Garratt
($1.7 million), Mr. Owen ($2.2 million), and Ms. Taylor
and Mr. Wenkoff ($1.6 million). See “Long-Term Equity
Incentive Program” for a description of the equity
awards.
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2022 Proxy Statement
In addition, the Committee approved base salary merit
increases by reference to the 3.0% overall U.S. merit
budget increase for 2021 and adjusted to take into
account each such officer’s 2020 performance,
resulting in a base salary increase of 2.49% for
Mr. Owen and 3.49% for each of Messrs. Garratt and
Wenkoff and Ms. Taylor, effective April 1, 2021.
After comparing each such officer’s total target
compensation for 2021 against the peer group data,
the Committee determined that, with the exception
of Mr. Wenkoff, each such officer’s total target
compensation for 2021 remained within a reasonable
range of the peer group median given the
responsibilities of the position, the contributions and
experience of the individual, and relative pay positions
among peers, and thus no additional base salary
adjustments were made. However, to more closely align
with the peer group median given the responsibilities
of his position, contributions and experience, and
relative pay position among his internal peers, the
Committee approved an additional 15.7% base salary
increase for Mr. Wenkoff, effective April 1, 2021. See
“Use of Performance Evaluations.”
Base Salary
Base salary promotes our recruiting and retention
objectives by reflecting the salaries for comparable
positions in the competitive marketplace, recognizing
performance, and providing a stable and predictable
income source for our executives. Our employment
agreements set forth minimum base salary levels,
which the Compensation Committee retains sole
discretion to increase from time to time. The
Committee routinely considers annual base salary
adjustments in March.
Short-Term Cash Incentive Plan
Our short-term cash incentive plan, called Teamshare,
provides an opportunity to receive a cash bonus
payment equal to a certain percentage of base salary
based upon Dollar General’s level of achievement of
one or more pre-established financial performance
targets. Accordingly, Teamshare fulfills an important
part of our pay for performance philosophy while
aligning the interests of our named executive officers
and our shareholders.
(a) 2021 Teamshare Structure
The Compensation Committee uses adjusted EBIT as
the Teamshare financial performance measure
because it is a comprehensive measure of corporate
performance that the Committee believes aligns with
our shareholders’ interests and is reasonably consistent
with the practices of the peer group. The Committee
further believes that focusing Teamshare on operating
profit ensures that management is focused on two of
our key operating priorities: driving profitable sales
growth and enhancing our position as a low-cost
operator. Additionally, due to the uncertainty of the
passage of federal, state or local legislation related to
wages and benefits in 2021, which could have had a
significant impact on business results, the Committee
determined that additional language should be added
to the definition of adjusted EBIT for the 2021
Teamshare program to allow the Committee the ability
to consider these items in a similar fashion to the
historical adjustments allowed for the implementation
of unplanned accounting and tax legislative changes.
Accordingly, for purposes of the 2021 Teamshare
program, adjusted EBIT is defined as our operating
profit as calculated in accordance with U.S. generally
accepted accounting principles, but excludes the
impact of (a) costs, fees and expenses directly related
to the consideration, negotiation, preparation, or
consummation of any transaction that results in a
Change in Control (within the meaning of our
Amended and Restated 2007 Stock Incentive Plan)
or to any securities offering; (b) disaster-related
charges; (c) gains or losses associated with our LIFO
computation; and (d) unless the Committee disallows
any such item, (i) any unbudgeted loss which
individually exceeds $1 million as a result of the
resolution of a legal matter or (ii) any unplanned loss or
gain which individually exceeds $1 million related to the
implementation of accounting or tax legislative
changes or changes in federal, state or local wage or
benefit mandates, or (iii) any unplanned loss or gain of
a non-recurring nature which individually exceeds
$1 million, provided that the combined amount of (i),
(ii) and (iii) equals or exceeds loss(es) or gain(s) of
$10 million in the aggregate.
The Committee set the 2021 adjusted EBIT
performance goal at approximately $2.922 billion,
which was the adjusted EBIT target amount in our
Board-approved 2021 annual financial plan. For 2021,
the threshold (below which no bonus may be earned)
and maximum (above which no further bonus may be
earned) performance levels for the adjusted EBIT
performance measure were 85% and 130% of the target
level, respectively, and the corresponding payout
percentages at the threshold and maximum
performance level were calculated at 25% and 300%,
respectively. The Committee believed that these
performance and payout slopes, which varied slightly
from historical practice, were appropriate to reduce the
impact of uncontrollable swings in performance that
could contribute to downside risk or upside windfall in
light of continuing uncertainties in our business arising
from the impact of the COVID-19 pandemic and the
resulting difficulty in goal-setting these uncertainties
created while also continuing to acceptably align with
the practices of the peer group and our pay for
performance philosophy. Payouts for financial
performance are based on actual adjusted EBIT results
and are interpolated on a straight-line basis between
EXECUTIVE COMPENSATION
the threshold and target levels and between the target
and maximum levels.
The bonus payable to each named executive officer
employed with us on the payment date upon achieving
the target level of financial performance is equal to the
officer’s applicable percentage of base salary disclosed
under “2021 Compensation Generally,” unless the
Committee elects to consider other factors as allowed
under the program as described above under “Use of
Performance Evaluations”.
(b) 2021 Teamshare Results
The Compensation Committee certified the adjusted
EBIT performance result at $3.468 billion (118.7% of the
adjusted EBIT target) which resulted in 2021
Teamshare payouts to each named executive officer of
224.4% of each such officer’s target Teamshare bonus
percentage opportunity. Such amounts are reflected
in the “Non-Equity Incentive Plan Compensation”
column of the Summary Compensation Table.
(c) Significant 2022 Teamshare Structure Changes
For the 2022 Teamshare program approved by the
Committee in March 2022, the threshold and maximum
performance levels for the adjusted EBIT performance
measure are 90% and 120% of the target level,
respectively, and the corresponding payout percentages
at the threshold and maximum performance levels will
be calculated at 50% and 300%, respectively, which
is consistent with the historical structure of the
Teamshare program. Because uncontrollable swings in
performance that could contribute to downside risk or
upside windfall in light of uncertainties in our business
arising from the impact of the COVID-19 pandemic are
not anticipated in 2022 to the degree that was
expected at the beginning of 2021, the Committee
believes that this return to historical practice in the
current environment appropriately aligns pay and
performance and remains reasonably consistent with
the practices of the peer group. In addition, the
Committee will allow pro-ration of the Teamshare
payout, to the extent earned, in the event of death prior
to the end of the performance period.
Long-Term Equity Incentive Program
Long-term equity incentives are an important part of
our pay for performance philosophy and are designed
to motivate named executive officers to focus on
long-term success for shareholders while rewarding
them for a long-term commitment to us. The
Compensation Committee considers annual equity
awards each March at its regular quarterly meeting and
considers additional equity awards in connection with
one-time events such as a new hire or promotion
generally at its regularly scheduled quarterly meetings.
2021 equity awards to our named executive officers
2022 Proxy Statement
25
EXECUTIVE COMPENSATION
were made under our shareholder-approved Amended
and Restated 2007 Stock Incentive Plan.
(a) 2021 Annual Equity Award Structure
The Compensation Committee delivers the annual
equity awards to named executive officers 50% in
options and 50% in PSUs, believing that this mix
continues to appropriately align the interests of
management with those of shareholders and remains
reasonably aligned with the practices of the peer
group.
The options are granted with a per share exercise price
equal to the fair market value of one share of our
common stock on the grant date. With the exceptions
described below in “Special Provisions of Mr. Vasos’s
2021 Annual Equity Award” for Mr. Vasos, the options
vest 25% annually on April 1 of each of the four fiscal
years following the fiscal year in which the grant is
made, subject to continued employment with us and
certain accelerated vesting provisions, and have a
ten-year term. The PSUs can be earned if specified
financial performance goals are achieved during the
applicable performance periods and if certain
additional vesting requirements are met as discussed
more specifically below.
For PSUs the Committee selects and sets targets for
financial performance measures, then establishes
threshold and maximum levels of performance derived
from those targets. The number of PSUs earned
depends on the level of financial performance achieved
versus such targets. The Committee selected adjusted
EBITDA and adjusted ROIC as the financial
performance measures for the 2021 PSUs. Half of the
award is subject to adjusted EBITDA performance and
half of the award is subject to adjusted ROIC
performance. The Committee believes that these
financial measures and the mix between them ensure
that management is focused on longer-term
investments in our business, as the combination of the
two financial targets incentivizes management to invest
in profitable initiatives with sound returns, thus aligning
our strategic initiatives with financial results.
For the 2021 PSU awards, a one-year performance
period corresponding to our 2021 fiscal year was
established for the PSUs which are subject to the
adjusted EBITDA performance measure. The adjusted
EBITDA performance goal of approximately
$3.586 billion was the target amount set forth in our
Board-approved 2021 annual financial plan. Further
increasing the focus on multi-year performance as a
counterbalance to short-term incentives, the PSUs
which are subject to the adjusted ROIC performance
measure are subject to a three-year performance
period beginning the first day of our 2021 fiscal year
and extending through the last day of our 2023 fiscal
year. The adjusted ROIC performance goal of 22.05% is
the average of the adjusted ROIC goals for each fiscal
year within the performance period as set forth in our
three-year financial plan as it existed at the time the
PSUs were awarded.
For 2021, the threshold (below which no bonus may be
earned) and maximum (above which no further bonus
may be earned) performance levels for the adjusted
EBITDA performance measure were 85% and 130% of
the target level, respectively, and the corresponding
payout percentages at the threshold and maximum
performance level were calculated at 25% and 300%,
respectively. The Committee believed that these
performance and payout slopes, which varied slightly
from historical practice, were appropriate for the same
reasons discussed under “2021 Teamshare Structure”
above.
Adjusted EBITDA is calculated as income (loss) from
continuing operations before cumulative effect of
change in accounting principles plus interest and other
financing costs, net, provision for income taxes, and
depreciation and amortization, but excludes the impact
of all items excluded from the 2021 Teamshare program
adjusted EBIT calculation outlined under “2021
Teamshare Structure” above.
Adjusted ROIC for the three-year performance period
is calculated as (a) the result of (x) the sum of (i) our
operating income, plus (ii) depreciation and
amortization, plus (iii) single lease cost, minus (y) taxes,
divided by (b) the result of (x) the sum of the averages
of the five most recently completed fiscal quarters of:
(i) total assets, plus (ii) accumulated depreciation and
amortization, minus (y) the difference of the averages
of the five most recently completed fiscal quarters of:
(i) cash, minus (ii) goodwill, minus (iii) accounts
payable, minus (iv) other payables, minus (v) accrued
liabilities, but excludes the impact of all items excluded
from the 2021 Teamshare program adjusted EBIT
calculation outlined under “2021 Teamshare Structure”
above.
The following tables show the amount (as a percent of
target) of such PSUs that could be earned at each of
the threshold, target, and maximum performance levels
for each applicable performance period, as well as the
2021 adjusted EBITDA performance result and the
resulting number of PSUs earned by each eligible
named executive officer as a result of such
performance.
26
2022 Proxy Statement
Level*
Below Threshold
Threshold
Target
Maximum
2021 Results
EXECUTIVE COMPENSATION
Adjusted EBITDA (2021)
Result v.
Target (%)
EBITDA
Result ($)
(in billions)
PSUs Earned
(% of Target)
<85
85
100
130
114.4
<3.048
3.048
3.586
4.662
4.103
0
25
100
300
196.1
*
PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2021
Teamshare bonus program.
Name
Mr. Vasos
Mr. Garratt
Mr. Owen
Ms. Taylor
Mr. Wenkoff
Level*
Below Threshold
Threshold
Target
Maximum
2021 PSUs Earned
(Adjusted EBITDA)
26,240
4,199
5,434
3,951
3,951
Adjusted ROIC (2021-2023)
Result v.
Target (%)
ROIC
Result (%)
PSUs Earned
(% of Target)
<95.5
95.5
100.0
104.5
<21.05
21.05
22.05
23.05
0
50
100
300
*
PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2021
Teamshare bonus program.
Except as described below in “Special Provisions of
Mr. Vasos’s 2021 Annual Equity Award” for Mr. Vasos,
the PSUs earned by each named executive officer for
fiscal 2021 adjusted EBITDA performance will vest in
equal one-third installments on April 1, 2022, April 1,
2023, and April 1, 2024, subject to such officer’s
continued employment with us and certain accelerated
vesting provisions. Subject to certain pro-rata vesting
conditions, the PSUs earned, if any, by each named
executive officer for adjusted ROIC performance during
the three-year performance period will vest on April 1,
2024, subject to such officer’s continued employment
with us and certain accelerated vesting provisions. All
vested PSUs will be settled in shares of our common
stock.
(b) Special Provisions of Mr. Vasos’s 2021 Annual
Equity Award
For the reasons set forth above under “2021
Compensation Decisions for Mr. Vasos,” Mr. Vasos’s
option award agreement related to his 2021 annual
equity award includes additional expiration, forfeiture
and accelerated vesting conditions, and his PSU award
agreement related to his 2021 annual equity award
includes additional vesting, forfeiture and termination
provisions, in each case, in the event he terminates
employment due to an early retirement (as defined in
the award agreements) after April 1, 2022. For a
detailed description of these award agreement
provisions, see “Potential Payments Upon Termination
or Change in Control—Payments Upon Termination Due
to Retirement—Early Retirement” and “Potential
Payments Upon Termination or Change in Control—
Payments After a Change in Control—Equity Awards—
Other Stock Options and Performance Share Units.”
(c) 2019 PSU Awards – Completed 2019-2021
Performance Period
Certain of the PSUs awarded in 2019 were subject to an
adjusted ROIC performance measure for a three-year
performance period beginning on the first day of our
2019 fiscal year and extending through the last day of
our 2021 fiscal year, based on the average adjusted
ROIC for each fiscal year within the three-year period.
The average adjusted ROIC was derived from our
three-year financial plan in place at the time of the
award and is calculated as (a) the result of (x) the sum
of (i) our operating income, plus (ii) depreciation and
amortization, plus (iii) single lease cost, minus (y) taxes,
divided by (b) the result of (x) the sum of the averages
of: (i) total assets, including any assets associated with
the adoption of new lease accounting standards in
2019 not otherwise reflected in our balance sheet, plus
(ii) accumulated depreciation and amortization, minus
2022 Proxy Statement
27
EXECUTIVE COMPENSATION
(y) (i) cash, minus (ii) goodwill, minus (iii) accounts
payable, minus (iv) other payables, minus (v) accrued
liabilities, but excluding the impact of (a) any costs,
fees and expenses directly related to the consideration,
negotiation, preparation or consummation of any
transaction that results in a change in control (within
the meaning of our Amended and Restated 2007 Stock
Incentive Plan) or any security offering; (b) disaster-
related charges; (c) any gains or losses associated with
our LIFO computation; and (d) unless the
Compensation Committee disallows any such item,
(i) any unbudgeted loss as a result of the resolution of
a legal matter or (ii) any unplanned loss(es) or gain(s)
related to the implementation of accounting or tax
legislative changes or (iii) any unplanned loss(es) or
gain(s) of a non-recurring nature, provided that in the
case of each of (i), (ii) and (iii) such amount equals or
exceeds $1 million for a single loss or net loss or gain,
as applicable, and $10 million in the aggregate.
The following tables show the amount (as a percent of
target) of such PSUs that could be earned at each of
the applicable threshold, target and maximum
performance levels, as well as the actual performance
result and the number of such PSUs earned by each
named executive officer.
Level*
Below Threshold
Threshold
Target
Maximum
2019-2021 Results
Adjusted ROIC (2019-2021)
Result v.
Target (%)
ROIC
Result (%)
PSUs Earned
(% of Target)
<95.2
95.2
100.0
104.8
119.5
<19.68
19.68
20.68
21.68
24.72
0
50
100
300
300.0
*
PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2021
Teamshare bonus program.
Name
Mr. Vasos
Mr. Garratt
Mr. Owen
Ms. Taylor
Mr. Wenkoff
2019 – 2021 PSUs Earned (Adjusted ROIC)
51,186
8,637
9,915
8,958
8,316
(d) Significant 2022 Annual Equity Award Structure Changes
For the 2022 annual equity awards approved by the Committee in March 2022, the threshold and maximum
performance levels for the adjusted EBITDA performance measure are 90% and 120% of the target level,
respectively, and the corresponding payout percentages at the threshold and maximum performance levels will be
calculated at 50% and 300%, respectively, which is consistent with historical practice. Because uncontrollable
swings in performance that could contribute to downside risk or upside windfall in light of uncertainties in our
business arising from the impact of the COVID-19 pandemic are not anticipated in 2022 to the degree that was
expected at the beginning of 2021, the Committee believes that this return to historical practice in the current
environment appropriately aligns pay and performance and remains reasonably consistent with the practices of the
peer group.
28
2022 Proxy Statement
(e) Share Ownership Guidelines and Holding Requirements
Our senior officers are subject to share ownership guidelines and holding requirements. The share ownership
guideline is a multiple of annual base salary as in effect from time to time and is to be achieved within a five-year
time period.
EXECUTIVE COMPENSATION
Officer Level
CEO
COO
EVP
SVP
Multiple of Base Salary
6X
4X
3X
2X
Each senior officer is required to retain ownership of
50% of all net after-tax shares issuable upon vesting or
exercise of compensatory awards until the target
ownership level is achieved. As of January 28, 2022,
each of our named executive officers was in
compliance with our share ownership and holding
requirement policy.
Supplemental Executive Retirement Plan (the “SERP,”
and together with the CDP, the “CDP/SERP Plan”) as
discussed in more detail under “Nonqualified
Deferred Compensation Fiscal 2021”.
• We pay the premiums for a life insurance benefit
equal to 2.5 times base salary up to a maximum of
$4 million.
(f) Hedging and Pledging Policies
• We provide a salary continuation program that
Our policy prohibits Board members, executive officers,
and their Controlled Persons from (1) pledging Dollar
General securities as collateral, (2) holding Dollar
General securities in a margin account, and (3) hedging
against any decrease in the market value of equity
securities awarded by Dollar General and held by them,
such as entering into or trading prepaid variable
forward contracts, equity swaps, collars, puts, calls,
options, exchange funds (also known as swap funds) or
other derivative instruments related to Dollar General
equity securities. All other employees, as well as their
Controlled Persons, are strongly discouraged from
entering into these types of transactions. Controlled
Persons include the Board member’s, executive
officer’s or employee’s respective spouses, immediate
family members sharing their home or that are
economically dependent on them, entities that they
control, and trusts in which they serve as a trustee or
are a beneficiary.
Benefits and Perquisites
Our named executive officers participate in certain
benefits on the same terms that are offered to all of our
salaried employees. We also provide them with limited
additional benefits and perquisites for retention and
recruiting purposes, to replace benefit opportunities
lost due to regulatory limits, and to enhance their
ability to focus on our business. We do not provide tax
gross-up payments for named executive officers on any
benefits and perquisites other than relocation-related
items. The primary additional benefits and perquisites
include the following:
• We provide a compensation deferral plan (the “CDP”)
and, for named executive officers hired or promoted
prior to May 28, 2008, a defined contribution
provides income replacement for up to 26 weeks at
100% of base salary for the first three weeks and 70%
of base salary thereafter. In addition to the income
replacement benefit, we paid administrative fees
associated with the program through March 31, 2021.
We also pay the premiums under a group long-term
disability plan that provides 60% of base salary up to
a maximum monthly benefit of $20,000.
• We provide a relocation assistance program under a
policy applicable to officer-level employees.
• We offer personal financial and estate planning and
tax preparation services through a third party.
In addition, as a result of the terms of his employment
agreement with us, Mr. Vasos is entitled to reasonable
non-exclusive use of our corporate aircraft for certain
personal travel, not to exceed two round trips per
calendar month.
Employment Agreements and
Severance Arrangements
In 2021, we entered into new employment agreements
with our named executive officers, each of which has a
three-year term and is subject to certain automatic
extensions. These agreements promote executive
continuity, aid in retention, facilitate implementation of
our clawback policy, and, in return for granting such
executives certain severance and other rights upon a
termination of employment, secure valuable
protections for Dollar General, such as non-compete,
non-solicitation, and confidentiality obligations.
We believe that reasonable severance benefits are
appropriate to protect the named executive officer
against circumstances over which he or she does not
have control and as consideration for the promises of
2022 Proxy Statement
29
EXECUTIVE COMPENSATION
non-disclosure, non-competition, non-solicitation, and
non-interference, as well as the clawback rights that we
require in our employment agreements. A change in
control, by itself (“single trigger”), does not trigger any
severance provision applicable to our named executive
officers under the employment agreements.
Considerations Associated with
Regulatory Requirements
The Compensation Committee views the tax
deductibility of executive compensation as one of
many factors to be considered in the context of its
overall compensation philosophy and therefore
reserves the right to approve compensation that may
not be deductible in situations it deems appropriate.
Compensation Committee
Report
The Compensation Committee of our Board of
Directors reviewed and discussed with management
the Compensation Discussion and Analysis required by
Item 402(b) of Regulation S-K and, based on such
review and discussions, the Compensation Committee
recommended to the Board that the Compensation
Discussion and Analysis be included in this document.
This report has been furnished by the members of the
Compensation Committee:
• Patricia D. Fili-Krushel, Chairperson
• Warren F. Bryant
• Timothy I. McGuire
The above Compensation Committee Report does not
constitute soliciting material and should not be deemed
filed or incorporated by reference into any other Dollar
General filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent
Dollar General specifically incorporates this report by
reference therein.
30
2022 Proxy Statement
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes compensation paid to or earned by our named executive officers in each of the
2021, 2020 and 2019 fiscal years. We have omitted from this table the columns for “Bonus” and “Change in Pension
Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.
Name and Principal Position(1)
Year
Salary
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)(5)
All Other
Compensation
($)(6)
Total
($)
Todd J. Vasos,
Chief Executive Officer
John W. Garratt,
Executive Vice President &
Chief Financial Officer
Jeffery C. Owen,
Chief Operating Officer
Rhonda M. Taylor,
Executive Vice President &
General Counsel
Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer
2021 1,350,052 5,179,592 5,239,005
2020 1,341,718 4,403,178 4,544,937
2019 1,283,383 3,996,944 3,927,168
2021
2020
2019
2021
2020
2019
2021
2020
2019
2021
2020
794,061
828,781
838,227
767,284
782,849
807,990
742,091
674,435
662,705
845,241 1,072,461 1,084,805
823,405 1,076,301 1,110,990
725,972
774,346 1,058,485
626,130
780,007
788,937
605,015
733,863
757,484
585,150
699,500
687,265
608,273
780,007
788,937
521,559
733,863
757,484
4,544,529
6,075,000
2,708,936
1,344,028
1,736,125
776,709
1,904,528
2,484,144
880,443
1,059,788
1,368,961
612,447
1,051,974
1,180,125
305,695
87,990
91,628
67,261
63,620
66,524
68,659
64,017
65,770
182,113
122,695
104,940
52,169
45,394
16,618,873
16,452,823
12,008,059
3,872,358
4,157,868
2,922,464
4,975,694
5,558,857
3,505,016
3,436,975
3,588,018
2,689,302
3,281,360
3,238,425
(1) Mr. Owen served as Executive Vice President, Store Operations, from June 2015 until his promotion to Chief Operating Officer in August 2019.
Mr. Wenkoff joined Dollar General in July 2017 but was not a named executive officer until 2020.
(2) Each named executive officer deferred under the CDP and contributed to our 401(k) Plan a portion of salary earned in each of the fiscal years
for which salaries are reported above for the applicable named executive officer. The amounts of the fiscal 2021 salary deferrals under the CDP
are included in the Nonqualified Deferred Compensation Table.
(3) The amounts reported represent the aggregate grant date fair value of PSUs awarded in each fiscal year for which compensation is required to
be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. The PSUs are
subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such
date. The values of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved are as follows for
each fiscal year required to be reported for each applicable named executive officer:
Fiscal
Year
2021
2020
2019
Mr. Vasos
($)
15,538,775
13,209,533
11,990,832
Mr. Garratt
($)
2,486,343
2,348,547
2,023,304
Mr. Owen
($)
3,217,382
3,228,904
2,323,039
Ms. Taylor
($)
2,340,020
2,201,589
2,098,501
Mr. Wenkoff
($)
2,340,020
2,201,589
—
Information regarding the assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial
statements in our 2021 Form 10-K.
(4) The amounts reported represent the aggregate grant date fair value of stock options awarded in each fiscal year for which compensation is
required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718.
Information regarding assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements
in our 2021 Form 10-K.
(5) Represents amounts earned pursuant to our Teamshare bonus program for each fiscal year reported. See the discussion of the “Short-Term
Cash Incentive Plan” in “Compensation Discussion and Analysis” above. Messrs. Vasos and Wenkoff deferred under the CDP 10% and 11%,
respectively, of his fiscal 2021 Teamshare bonus payment reported above. Messrs. Vasos, Garratt and Wenkoff and Ms. Taylor deferred under
the CDP 10%, 5%, 10% and 50%, respectively, of his or her fiscal 2020 Teamshare bonus payment reported above. Messrs. Vasos and Garratt and
Ms. Taylor deferred under the CDP 5%, 5% and 25%, respectively, of his or her fiscal 2019 Teamshare bonus payment reported above.
2022 Proxy Statement
31
EXECUTIVE COMPENSATION
(6)
Includes the following amounts for each named executive officer:
Name
Mr. Vasos
Mr. Garratt
Mr. Owen
Ms. Taylor
Mr. Wenkoff
Company Match
Contributions –
401(k)
($)
Company Match
Contributions –
CDP
($)
Company
Contributions –
SERP
($)
Premiums
for
Life Insurance
Program
($)
Aggregate Incremental
Cost of Providing
Perquisites/Personal
Benefits(a)
($)
14,500
14,607
14,582
14,584
14,851
53,003
25,091
27,676
16,718
15,495
—
—
—
149,499
—
2,827
1,664
1,770
1,312
1,274
235,365
25,899
24,631
—
20,549
(a) Perquisites and personal benefits for Ms. Taylor totaled less than $10,000 and accordingly the incremental cost is not included in the
table or detailed in this footnote. None of the named executive officers received any perquisite or personal benefit for which the
aggregate incremental cost individually equaled or exceeded the greater of $25,000 or 10% of total perquisites except for Mr. Vasos
for whom the aggregate incremental cost of personal airplane usage as allowed under his employment agreement totaled $215,859
and was calculated using costs we would not have incurred but for the personal usage (including costs incurred as a result of
“deadhead” legs of personal flights), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other
associated fees, supplies and catering costs, as well as charter costs when charter usage was necessary because our plane was
unavailable. The aggregate incremental cost of providing perquisites and personal benefits to Messrs. Vasos (in addition to the
aggregate incremental cost of providing the personal plane usage detailed above), Garratt, Owen and Wenkoff related to: (1) for
each such named executive officer, financial and estate planning services, miscellaneous gifts and limited entertainment costs,
premiums paid under our group long-term disability program and our accidental death and dismemberment policy, and an
administrative fee for coverage under our short-term disability program; (2) for Mr. Garratt, an executive physical medical
examination; and (3) for Messrs. Garratt and Owen, one or more directed charitable donations. We also provided each named
executive officer with certain perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access
to participation in a group umbrella liability insurance program through a third party vendor at a group rate paid by the executive
and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee
population.
32
2022 Proxy Statement
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards in Fiscal 2021
The table below shows each named executive officer’s 2021 Teamshare bonus opportunity under “Estimated
Possible Payouts Under Non-Equity Incentive Plan Awards.” Actual amounts earned under the 2021 Teamshare
program are shown in the Summary Compensation Table and represent payment for financial performance
between the target and maximum performance levels. See “Short-Term Cash Incentive Plan” in “Compensation
Discussion and Analysis” for discussion of the Teamshare program.
The table below also shows information regarding equity awards made to our named executive officers for fiscal
2021, all of which were granted pursuant to our Amended and Restated 2007 Stock Incentive Plan. The awards
listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” include the threshold, target and
maximum number of PSUs which could be earned by each named executive officer based upon the level of
achievement of the applicable financial performance measures. The awards listed under “All Other Option Awards”
include nonqualified stock options that vest over time based upon the applicable named executive officer’s
continued employment by Dollar General. See “Long-Term Equity Incentive Program” in “Compensation Discussion
and Analysis” for further discussion of these awards. We have omitted from this table the column for “All Other
Stock Awards” because it is inapplicable.
Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards
Estimated Future Payouts
Under Equity Incentive Plan
Awards
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
— 506,250
—
—
03/16/21
03/16/21
—
2,025,000 6,075,000
—
—
— 10,035
—
—
—
—
26,761
Name
Mr. Vasos
Mr. Garratt
Mr. Owen
Ms. Taylor
— 149,722
—
—
03/16/21
03/16/21
598,886 1,796,659
—
—
—
—
— 212,160
—
—
03/16/21
03/16/21
848,640 2,545,920
—
—
—
—
— 118,058
—
—
03/16/21
03/16/21
472,232 1,416,695
—
—
—
—
Mr. Wenkoff
— 117,188
—
—
03/16/21
03/16/21
468,750 1,406,250
—
—
—
—
—
—
1,606
—
—
2,078
—
—
1,512
—
—
1,512
—
—
4,282
—
—
5,541
—
—
4,030
—
—
4,030
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)(1)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(2)
—
122,977
—
—
193.55
—
5,239,005
— 5,179,592
—
19,676
—
—
25,464
—
—
18,519
—
—
18,519
—
—
193.55
—
—
838,227
828,781
—
193.55
—
1,084,805
— 1,072,461
—
193.55
—
—
193.55
—
—
788,937
780,007
—
788,937
780,007
—
—
80,283
—
—
12,846
—
—
16,623
—
—
12,090
—
—
12,090
(1) The per share exercise price was calculated based on the closing market price of one share of our common stock on the date of grant as
reported by the NYSE.
(2) Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards
that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions.
2022 Proxy Statement
33
EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2021 Fiscal Year-End
The table below sets forth information regarding awards granted under our Amended and Restated 2007 Stock
Incentive Plan and held by our named executive officers as of the end of fiscal 2021. We have omitted from this
table the column for “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned
Options” because it is inapplicable. All awards included in the table, to the extent they have not vested, are subject
to certain accelerated vesting provisions as described in “Potential Payments upon Termination or Change in
Control.” PSUs reported in the table are payable in shares of our common stock on a one-for-one basis.
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
Name
Grant Date
Mr. Vasos
03/21/2018
03/20/2019
—
—
39,299(2)
64,198(2)
92.98
03/21/2028
117.13
03/20/2029
03/17/2020
33,433(2)
100,290(2)
154.53
03/17/2030
—
—
—
—
—
—
—
—
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1)
—
—
—
—
—
—
—
—
—
—
42,741(5)
40,140(7)
8,733,269
8,201,806
—
—
—
—
—
—
—
—
—
—
7,599(5)
6,423(7)
1,552,704
1,312,412
122,977(2)
193.55
03/16/2031
—
—
—
—
—
—
—
—
—
58,221(3) 11,896,297
28,494(4)
5,822,179
26,240(6)
5,361,619
6,877(2)
10,832(2)
17,829(2)
19,676(2)
92.98
03/21/2028
117.13
03/20/2029
154.53
03/17/2030
193.55
03/16/2031
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9,824(3)
2,007,338
5,066(4)
1,035,136
4,199(6)
857,982
—
—
—
—
—
—
73.73
08/25/2025
84.67
03/16/2026
70.68
03/22/2027
7,368(2)
92.98
03/21/2028
12,438(2)
117.13
03/20/2029
4,816(8)
138.75
08/27/2029
24,516(2)
25,464(2)
154.53
03/17/2030
193.55
03/16/2031
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
11,278(3)
2,304,434
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,966(4)
1,423,363
10,446(5)
5,434(6)
1,110,329
8,310(7)
2,134,431
1,697,982
6,877(2)
11,234(2)
16,713(2)
18,519(2)
92.98
03/21/2028
117.13
03/20/2029
154.53
03/17/2030
193.55
03/16/2031
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,189(3)
2,081,918
4,750(4)
3,951(6)
970,568
807,308
—
—
—
—
—
—
—
—
—
—
7,122(5)
6,045(7)
1,455,238
1,235,175
03/16/2021
03/20/2019
03/17/2020
03/16/2021
Mr. Garratt
03/21/2018
03/20/2019
03/17/2020
03/16/2021
03/20/2019
03/17/2020
03/16/2021
Mr. Owen
08/25/2015
03/16/2016
03/22/2017
03/21/2018
03/20/2019
08/27/2019
03/17/2020
03/16/2021
03/20/2019
03/17/2020
03/16/2021
Ms. Taylor
03/21/2018
03/20/2019
03/17/2020
03/16/2021
03/20/2019
03/17/2020
03/16/2021
—
—
—
—
—
—
—
—
—
—
—
35,703(8)
32,890(2)
37,686(2)
22,107(2)
12,439(2)
4,816(8)
8,172(2)
—
—
—
—
20,633(2)
11,236(2)
5,574(2)
—
—
—
—
34
2022 Proxy Statement
EXECUTIVE COMPENSATION
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1)
16,412(8)
19,159(2)
10,433(2)
5,574(2)
—
—
—
—
—
76.89
08/29/2027
6,386(2)
10,432(2)
16,713(2)
18,519(2)
92.98
03/21/2028
117.13
03/20/2029
154.53
03/17/2030
193.55
03/16/2031
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9,459(3)
1,932,757
4,750(4)
3,951(6)
970,568
807,308
—
—
—
—
—
—
—
—
—
—
—
—
7,122(5)
6,045(7)
1,455,238
1,235,175
Name
Grant Date
Mr. Wenkoff
08/29/2017
03/21/2018
03/20/2019
03/17/2020
03/16/2021
03/20/2019
03/17/2020
03/16/2021
(1) Computed by multiplying the number of units by the closing market price of one share of our common stock on January 28, 2022, as reported
by the NYSE.
(2) Part of a time-based options grant with a vesting schedule of 25% per year on each of the first four anniversaries of the April 1 following the
grant date.
(3) Part of a PSU grant, 12% of which were earned as a result of our fiscal 2019 adjusted EBITDA performance and 88% of which were earned as a
result of our 2019-2021 adjusted ROIC performance, and in each case are scheduled to vest on April 1, 2022.
(4) Part of a PSU grant that was earned as a result of our fiscal 2020 adjusted EBITDA performance and is scheduled to vest 50% per year on each
of April 1, 2022, and April 1, 2023.
(5) Part of a PSU grant that is scheduled to vest on April 1, 2023, if the adjusted ROIC performance goal is achieved for fiscal years 2020-2022. The
number of PSUs reported in this column assumes achievement of the maximum level of adjusted ROIC performance for the performance
period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the
performance period.
(6) Part of a PSU grant that was earned as a result of our fiscal 2021 adjusted EBITDA performance and is scheduled to vest 33 1/3% per year on
each of the first three anniversaries of the April 1 following the grant date.
(7) Part of a PSU grant that is scheduled to vest on April 1, 2024, if the adjusted ROIC performance goal is achieved for fiscal years 2021-2023. The
number of PSUs reported in this column assumes achievement of the maximum level of adjusted ROIC performance for the performance
period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the
performance period.
(8) Part of a time-based options grant with a vesting schedule of 25% per year on each of the first four anniversaries of the grant date.
2022 Proxy Statement
35
EXECUTIVE COMPENSATION
Option Exercises and Stock Vested During Fiscal 2021
Name
Mr. Vasos
Mr. Garratt
Mr. Owen
Ms. Taylor
Mr. Wenkoff
Option Awards
Stock Awards
Number of
Shares
Acquired on
Exercise
(#)(1)
Value Realized
on Exercise
($)(2)
Number of
Shares
Acquired on
Vesting
(#)(3)
592,650
75,969,713
85,850
10,001,586
—
42,648
9,900
—
5,237,927
1,288,692
89,359
15,634
17,608
15,520
14,580
Value Realized
on Vesting
($)(4)
18,086,262
3,164,322
3,563,859
3,141,248
2,950,992
(1) Represents the gross number of option shares exercised, without deduction for shares that may have been surrendered or withheld to satisfy
the exercise price or applicable tax withholding obligations.
(2) Value realized is calculated by multiplying the gross number of options exercised by the difference between the market price of our common
stock at exercise as reported by the NYSE and the exercise price.
(3) Represents the gross number of shares acquired upon vesting of PSUs, without deduction for shares that may have been withheld to satisfy
applicable tax withholding obligations.
(4) Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting
date as reported by the NYSE.
Pension Benefits Fiscal 2021
We have omitted the Pension Benefits table because it is inapplicable.
Nonqualified Deferred Compensation Fiscal 2021
Information regarding each named executive officer’s participation in our CDP/SERP Plan is included in the
following table. The material terms of the CDP/SERP Plan are described after the table. Please also see “Benefits
and Perquisites” in “Compensation Discussion and Analysis” above. We have omitted from this table the column
pertaining to “Aggregate Withdrawals/Distributions” during the fiscal year because it is inapplicable.
Name
Mr. Vasos
Mr. Garratt
Mr. Owen
Ms. Taylor
Mr. Wenkoff
Executive
Contributions
in Last FY
($)(1)
Registrant
Contributions
in Last FY
($)(2)
Aggregate
Earnings
in Last FY
($)(3)
675,003
126,509
42,262
715,787
179,361
53,003
25,091
27,676
166,217
15,495
95,305
41,298
42,406
63,636
26,262
Aggregate
Balance at
Last FYE
($)(4)
2,692,381
627,505
478,688
2,242,143
505,861
(1) Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2021: Mr. Vasos ($67,503); Mr. Garratt
($39,703); Mr. Owen ($42,262); Ms. Taylor ($31,306); and Mr. Wenkoff ($61,348).
(2) Reported as “All Other Compensation” in the Summary Compensation Table.
(3) The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential
earnings.
(4) Of the amounts reported, the following were previously reported as compensation for years prior to 2021 in a Summary Compensation Table:
Mr. Vasos ($2,004,178); Mr. Garratt ($430,401); Mr. Owen ($275,198); Ms. Taylor ($1,362,036); and Mr. Wenkoff ($167,587).
36
2022 Proxy Statement
Pursuant to the CDP, each named executive officer may
annually elect to defer up to 65% of his or her base
salary if his or her compensation exceeds the limit set
forth in Section 401(a)(17) of the Internal Revenue
Code, and up to 100% of his or her bonus pay if his or
her compensation equals or exceeds the highly
compensated limit under Section 414(q)(1)(B) of the
Internal Revenue Code. We currently match base pay
deferrals at a rate of 100%, up to 5% of annual salary,
with annual salary offset by the amount of match-
eligible salary under the 401(k) Plan. All named
executive officers are 100% vested in compensation
and matching deferrals and earnings on those deferrals.
Pursuant to the SERP, we make an annual contribution
equal to a certain percentage of a participant’s annual
salary and bonus to eligible participants who are
actively employed in an eligible job grade on January 1
and continue to be employed as of December 31 of a
given year. The contribution percentage is based on
age, years of service, and job grade. Persons hired after
May 27, 2008, are not eligible to participate in the SERP.
The fiscal 2021 contribution percentage was 7.5% for
Ms. Taylor, and she is 100% vested in her SERP account.
No other named executive officer was eligible to
participate in the SERP in 2021.
The amounts deferred or contributed to the CDP/SERP
Plan are credited to a liability account, which is then
invested at the participant’s option in an account that
mirrors the performance of a fund or funds selected by
the Compensation Committee or its delegate. These
funds are identical to the funds offered in our 401(k)
Plan.
For a participant who ceases employment with at least
10 years of service or after reaching age 50 and whose
CDP account balance or SERP account balance
exceeds certain dollar thresholds, the account balance
will be paid by (a) lump sum, (b) monthly installments
over a 5, 10 or 15-year period or (c) a combination of
lump sum and installments, pursuant to the
participant’s election. Otherwise, payment is made in a
lump sum. The vested amount will be payable at the
time designated by the CDP/SERP Plan upon the
participant’s termination of employment. A participant’s
CDP/SERP Plan benefit normally is payable in the
following February if employment ceases during the
first 6 months of a calendar year or is payable in the
following August if employment ceases during the last
6 months of a calendar year. However, participants may
elect to receive an in-service lump sum distribution of
vested amounts credited to the CDP account, provided
that the date of distribution is no sooner than 5 years
after the end of the year in which the amounts were
deferred. In addition, a participant who is actively
employed may request an “unforeseeable emergency
hardship” in-service lump sum distribution of vested
amounts credited to the participant’s CDP account.
Account balances are payable in cash.
EXECUTIVE COMPENSATION
As a result of our change in control which occurred in
2007, the CDP/SERP Plan liabilities through July 6,
2007, were fully funded into an irrevocable rabbi trust.
We also funded into the rabbi trust deferrals into the
CDP/SERP Plan between July 6, 2007, and October 15,
2007. All CDP/SERP Plan liabilities incurred on or after
October 15, 2007, are unfunded.
Potential Payments Upon
Termination or Change in
Control
Our agreements with our named executive officers and
certain plans and programs in which they participate, in
each case as in effect at the end of fiscal 2021, provide
for benefits or payments upon certain employment
termination or change in control events. We discuss
these benefits and payments below except to the
extent they are available generally to all salaried
employees and do not discriminate in favor of our
executive officers or to the extent already discussed
under “Nonqualified Deferred Compensation Fiscal
2021” above. The discussion of equity awards in
each scenario includes nonqualified stock options
outstanding as of the end of fiscal 2021, as well as
PSUs awarded in 2019 (“2019 PSUs”), 2020 (“2020
PSUs”) and 2021 (“2021 PSUs”). In all scenarios
discussed below, stock options may not be exercised
any later than the 10th anniversary of the grant date.
Payments Upon Termination Due to
Death or Disability
Equity Awards
If a named executive officer’s employment with us
terminates due to death or disability (as defined in the
governing agreement):
• Stock Options. Outstanding unvested stock options
become immediately vested and exercisable with
respect to 100% of the underlying shares
immediately prior to such event and may be
exercised until the 1st anniversary of the event.
• Performance Share Units. Unearned or unvested
PSUs are forfeited and cancelled on the termination
date or the last day of the performance period, as
applicable, except that (1) if the termination occurs
on or after the end of the applicable one-year or
three-year performance period associated with each
of the 2019 PSUs, the 2020 PSUs and the 2021 PSUs
but before an applicable vesting date, any earned but
unvested PSUs shall become vested and
nonforfeitable as of the termination date but be paid
at the same time as if no termination had occurred;
(2) for the 2021 PSUs, if the termination occurs
before the end of the one-year performance period, a
pro-rata portion (based on months employed during
2022 Proxy Statement
37
EXECUTIVE COMPENSATION
the performance period) of one-third of the 2021
PSUs subject to the one-year Adjusted EBITDA
performance goal (the “2021 Adjusted EBITDA
PSUs”) earned based on performance during such
performance period shall become vested and
nonforfeitable as of the end of such performance
period and be paid at the same time as if no
termination had occurred; and (3) for the 2019 PSUs,
2020 PSUs and 2021 PSUs, if the termination occurs
before the end of the applicable three-year
performance period, a pro-rata portion (based
on months employed during the applicable
performance period) of the 2019 PSUs subject to the
three-year Adjusted ROIC performance goal, of the
2020 PSUs subject to the three-year Adjusted ROIC
performance goal, and of the 2021 PSUs subject to
the three-year Adjusted ROIC performance goal, in
each case earned based on performance during the
applicable performance period, shall become vested
and nonforfeitable as of the end of such applicable
performance period and be paid at the same time as
if no termination had occurred.
Other Payments
In the event of a named executive officer’s death, the
beneficiary will receive payments under our group life
insurance program in an amount, up to a maximum of
$4 million, equal to 2.5 times the officer’s annual base
salary and, in the event of death on or after the last day
of a fiscal year, payment for the officer’s incentive
bonus earned for that fiscal year under the terms of our
Teamshare program (which otherwise generally
requires a participant to remain employed on the
payment date to receive the bonus payment). In
addition, in the event of disability (as defined in the
governing document), a named executive officer will
receive 60% of covered monthly earnings up to a
$20,000 monthly benefit under our long-term disability
insurance program. In the event of death or disability
(as defined in the CDP/SERP Plan), a named executive
officer’s CDP/SERP Plan benefit will be payable in a
lump sum within 60 days after the end of the calendar
quarter in which such termination event occurs,
provided that we may delay payment in the event of
disability until as soon as reasonably practicable after
receipt of the disability determination by the Social
Security Administration. Dependent upon the cause of
death or loss suffered, a named executive officer may
also be eligible to receive payment of up to $50,000
under our group accidental death and dismemberment
program.
Payments Upon Termination Due to
Retirement
Except as provided below with respect to equity
awards, retirement is not treated differently from any
other voluntary termination without good reason (as
38
2022 Proxy Statement
discussed below under “Payments Upon Voluntary
Termination”) under our plans or agreements for
named executive officers.
Normal Retirement
In the event a named executive officer retires on or
after reaching a minimum age (age 55 for equity
awards beginning in 2021; otherwise age 62) and
achieving five consecutive years of service with us,
provided that the sum of the officer’s age plus years of
service equals a specified minimum (at least 65 for
equity awards beginning in 2021; otherwise at least 70)
and that there is no basis to terminate the officer with
cause (as defined in the governing agreement) and,
with respect to Mr. Vasos only, the retirement does not
meet the requirements for early retirement as set forth
in the award agreements governing his 2021 stock
option and PSU awards (collectively, “Normal
Retirement”):
• Stock Options. The portion of the outstanding
unvested stock options that would have become
vested and exercisable within the one-year period
following the Normal Retirement date if the officer
had remained employed with us shall remain
outstanding following the Normal Retirement date
and become vested and exercisable on the
anniversary of the grant date that falls within the
one-year period following the Normal Retirement
date. However, if during such one-year period the
officer dies or, for stock options awarded to officers
other than Mr. Vasos prior to 2021 and for all stock
options awarded to Mr. Vasos, incurs a disability (as
defined in the governing agreement), such portion
shall instead become immediately vested and
exercisable upon such death or, for stock options
awarded to officers other than Mr. Vasos prior to
2021 and for all stock options awarded to Mr. Vasos,
upon such disability. Otherwise, any option which is
unvested and unexercisable on the Normal
Retirement date shall immediately expire without
payment. The officer may exercise the option to the
extent vested and exercisable any time before the
5th anniversary of the Normal Retirement date.
• Performance Share Units. With the exception
outlined below, the vesting and payment of the PSUs
in a Normal Retirement scenario before the end of
the applicable one-year or three-year performance
period and on or after the end of such periods is
identical to the vesting and payment in the death and
disability scenarios discussed above for the PSUs
during these respective time periods. However, if the
Normal Retirement occurs on or after the end of the
one-year performance period but before an
applicable vesting date, the one-third of the 2019
PSUs subject to the Adjusted EBITDA goal (the “2019
Adjusted EBITDA PSUs”), the one-third of the 2020
PSUs subject to the Adjusted EBITDA goal (the “2020
Adjusted EBITDA PSUs”), and the one-third of the
2021 Adjusted EBITDA PSUs, in each case that would
have become vested on the next vesting date shall
become vested and nonforfeitable as of the Normal
Retirement date but be paid at the same time as if no
retirement had occurred. Otherwise, any unearned or
unvested PSUs shall be forfeited and cancelled on the
Normal Retirement date or the last day of the
performance period, as applicable. See “Payments
After a Change in Control” for a discussion of
treatment of the PSUs if a named executive officer
terminates employment due to Normal Retirement
within two years following a change in control.
Early Retirement
Solely with respect to the stock options awarded to
Mr. Vasos in March 2020 (the “2020 Options”) and
March 2021 (the “2021 Options”) and the 2020 PSUs
and 2021 PSUs awarded to Mr. Vasos, in the event
Mr. Vasos voluntarily terminates his employment after
April 1, 2021 (with respect to the 2020 Options and the
2020 PSUs) or after April 1, 2022 (with respect to the
2021 Options and the 2021 PSUs), provided that: (1) he
has provided written notice within a reasonable period
of time prior to such date; (2) he has agreed in writing
to provide reasonable transition services to our Board
of Directors and his successor for up to 12 months
(with respect to the 2020 Options and the 2020 PSUs)
or up to 24 months (with respect to the 2021 Options
and the 2021 PSUs) following his voluntary termination;
(3) he agrees in writing to extend the “restricted
period” of the Business Protection Provisions (as
defined below under “Voluntary Termination with Good
Reason or After Failure to Renew the Employment
Agreement”) contained in his employment agreement
from two years to three years; and (4) there is no basis
to terminate him with cause (as defined in the
governing agreement) (“Early Retirement”):
• 2020 Options and 2021 Options. Any outstanding
unvested 2020 Options and 2021 Options shall
remain outstanding following the Early Retirement
date and become vested and exercisable on the
scheduled vesting dates as if no such retirement had
occurred. However, if: (1) Mr. Vasos violates any of
the Business Protection Provisions following Early
Retirement, any unvested 2020 Options and 2021
Options shall instead terminate and be forfeited;
(2) Mr. Vasos dies or incurs a disability (as defined in
the governing document) following Early Retirement,
any unvested 2020 Options and 2021 Options shall
instead become immediately vested and exercisable
upon such death or disability; or (3) a change in
control (as defined in the governing document)
occurs following Early Retirement, any unvested 2020
Options and 2021 Options shall instead become
immediately vested and exercisable upon such
change in control. Mr. Vasos may exercise the 2020
Options and the 2021 Options to the extent vested
EXECUTIVE COMPENSATION
and exercisable at any time before the 5th
anniversary of the Early Retirement date. However, if
we become aware of a violation by Mr. Vasos
following Early Retirement of any of the Business
Protection Provisions, any portion of the 2020
Options and the 2021 Options that vested following
Early Retirement shall immediately be forfeited and
subject to clawback and any unvested portion of the
2020 Options and the 2021 Options shall immediately
be forfeited without payment.
• 2020 PSUs and 2021 PSUs. Any unearned or
unvested 2020 PSUs and 2021 PSUs awarded to
Mr. Vasos shall be forfeited and cancelled on the
Early Retirement date except that: (1) if the Early
Retirement occurs after the end of the applicable
one-year performance period, any earned but
unvested 2020 Adjusted EBITDA PSUs and 2021
Adjusted EBITDA PSUs shall remain outstanding and
become vested and be paid on the scheduled vesting
dates as if no such retirement had occurred; and
(2) if the Early Retirement occurs before the vesting
date, any 2021 PSUs subject to the three-year
Adjusted ROIC performance goal (“2021 Adjusted
ROIC PSUs”) shall remain outstanding and become
vested (to the extent earned) and be paid on the
scheduled vesting date as if no such retirement had
occurred. However, (1) with respect to the 2020
Adjusted EBITDA PSUs and the 2021 Adjusted
EBITDA PSUs, if, following the Early Retirement and
prior to an applicable vesting date, Mr. Vasos dies or
becomes disabled (as defined in the governing
document) or there is a change in control (as defined
in the governing document), then such unvested
2020 Adjusted EBITDA PSUs and 2021 Adjusted
EBITDA PSUs instead shall become vested and
nonforfeitable (to the extent earned) as of such
death, disability or change in control, as applicable,
but be paid on the scheduled vesting dates as if no
such event had occurred; and (2) with respect to the
2021 Adjusted ROIC PSUs, if, following the Early
Retirement and prior to the vesting date
(a) Mr. Vasos dies or becomes disabled, then such
unvested 2021 Adjusted ROIC PSUs instead shall
become vested and nonforfeitable (to the extent
earned) as of the end of the performance period or, if
later, as of the date of such death or disability, as
applicable, but be paid on the scheduled vesting date
as if no such event had occurred; or (b) there is a
change in control, then such unvested 2021 Adjusted
ROIC PSUs instead shall become vested and
nonforfeitable (to the extent earned, if the change in
control occurs after the end of the performance
period, or at the target level of performance, if the
change in control occurs on or before the end of the
performance period) as of such change in control,
but be paid on the scheduled vesting date as if no
such event had occurred. However, if we become
aware of a violation by Mr. Vasos following Early
2022 Proxy Statement
39
EXECUTIVE COMPENSATION
Retirement of any of the Business Protection
Provisions, then any of the 2020 PSUs and 2021 PSUs
that vested following the Early Retirement shall
immediately be forfeited and subject to clawback
and any unvested 2020 PSUs and 2021 PSUs shall
immediately be forfeited and cancelled. See
“Payments After a Change in Control” for a
discussion of treatment of the 2020 Adjusted EBITDA
PSUs and the 2021 PSUs awarded to Mr. Vasos if he
terminates employment due to Early Retirement
within two years following a change in control.
Payments Upon Voluntary
Termination
The payments to be made upon other voluntary
termination scenarios vary depending upon whether
the resignation occurs with or without “good reason”
(as defined in the governing agreement) or after our
failure to offer to renew, extend or replace the
applicable employment agreement under certain
circumstances.
Voluntary Termination with Good Reason or
After Failure to Renew the Employment
Agreement
If a named executive officer resigns with good reason,
he or she will forfeit all then unvested equity awards
and generally may exercise any outstanding vested
options up to 90 days following the resignation date. If
a named executive officer resigns under the
circumstances described in (2) below, his or her equity
will be treated as described under “Voluntary
Termination without Good Reason” below. See
“Payments After a Change in Control” for a discussion
of treatment of equity awards if a named executive
officer resigns with good reason within two years
following a change in control.
If a named executive officer resigns (1) with good
reason after giving 30 days (90 days in the case of
Mr. Vasos) written notice within 30 days after the event
purported to give rise to the claim for good reason and
opportunity for us to cure any such claimed event
within 30 days after receiving such notice, or (2) within
60 days (90 days in the case of Mr. Vasos) of our failure
to offer to renew, extend or replace his or her
employment agreement before, at or within 6 months
(1 year in the case of Mr. Vasos) after the end of the
agreement’s term (unless we enter into a mutually
acceptable severance arrangement or the resignation is
a result of the officer’s retirement or termination other
than for good reason), then in each case the officer will
receive the following benefits generally on or beginning
on the 60th day after termination of employment but
contingent upon the execution and effectiveness of a
release of certain claims in the form attached to the
employment agreement:
40
2022 Proxy Statement
• Continuation of base salary, generally as in effect
immediately before the termination, for 24 months
payable in accordance with our normal payroll cycle
and procedures.
• A lump sum payment of: (1) for Mr. Vasos, two times
the amount of his annual target bonus under our
annual bonus program in respect of the fiscal year in
which his termination occurs; and (2) for each other
named executive officer, two times the amount of the
average percentage of target bonus paid to such
officer under our annual bonus program with respect
to our two most recently completed fiscal years (not
including a fiscal year for which financial
performance has not yet been certified) for which
annual bonuses have been paid to executives under
such program multiplied by such officer’s (A) target
bonus level and (B) base salary (in each case, as
applicable as of the date immediately preceding the
employment termination or, if the termination is for
good reason due to the reduction of the officer’s
target bonus level or base salary, then his or her
target bonus level and base salary applicable
immediately prior to such reduction). If no bonus was
paid to such officer with respect to one or both of
the applicable fiscal years due to Dollar General’s
performance or to individual performance (as
opposed to ineligibility due to length of
employment), then such bonus amount shall be zero
in calculating the average. If the named executive
officer was not eligible for a bonus with respect to
one of the two applicable fiscal years due to length
of employment, then such amount shall be calculated
based upon the percentage of target bonus to such
officer for the applicable fiscal year for which a bonus
was paid. If no bonus was paid to the named
executive officer with respect to the applicable
fiscal years due to length of employment, then no
such amount shall be paid.
• Mr. Vasos also will receive a lump sum payment,
payable when annual bonuses are paid to our other
executives, of a pro-rata portion of the annual bonus,
if any, that he would have been entitled to receive for
the fiscal year of termination, if such termination had
not occurred, based on our performance for the fiscal
year in which his employment terminates, multiplied
by a fraction, the numerator of which is the number
of days during which he was employed by us in the
fiscal year and the denominator of which is 365.
• A lump sum payment of two times our annual
contribution that would have been made in respect
of the plan year in which such termination occurs for
the named executive officer’s participation in our
pharmacy, medical, dental and vision benefits
programs.
• Reasonable outplacement services until the earlier of
one year or subsequent employment.
Any amounts owed to a named executive officer in the
form of salary continuation that would otherwise have
been paid during the 60-day period after termination
will instead be payable in a single lump sum on the
60th day after such termination and the remainder will
be paid in the form of salary continuation payments
over the remaining 24-month period as set forth above.
In certain cases, some or all of the payments and
benefits provided on termination of employment may
be delayed for six months following termination to
comply with the requirements of Section 409A of the
Internal Revenue Code. Any payment required to be
delayed would be paid at the end of the six-month
period in a lump sum, and any payments due after the
six-month period would be paid at the normal payment
date provided for under the applicable employment
agreement.
To the extent permitted by law, if we reasonably believe
a named executive officer engaged in conduct during
employment that would have resulted in termination
for cause, any unpaid severance amounts under the
applicable employment agreement may be forfeited
and we may seek to recover any severance amounts
paid under the applicable employment agreement.
The named executive officer will forfeit any unpaid
severance amounts, and we retain any other rights we
have available under law or equity, upon a material
breach of any continuing obligation under the
applicable employment agreement or the release,
which include the following business protection
provisions (the “Business Protection Provisions”):
• Such officer must maintain the confidentiality of, and
refrain from disclosing or using, our (a) trade secrets
for any period of time as the information remains a
trade secret under applicable law and (b) confidential
information for a period of two years following the
termination date.
• For two years after the termination date, such officer
may not accept or work in a “competitive position” in
a state where we maintain stores at the termination
date or where we plan to open stores within
six months of that date. “Competitive position”
includes any employment, consulting, advisory,
directorship, agency, promotional or independent
contractor arrangement between the named
executive officer and any person or entity engaged
wholly or in material part in the business in which we
are engaged (including, but not limited to, those
entities identified in the applicable employment
agreement), or any person or entity then planning to
enter the discount consumable basics retail business,
if such officer is required to perform services which
are substantially similar to those he or she provided
or directed at any time while employed by us.
• For two years after the termination date, such officer
may not recruit or induce any of our exempt
EXECUTIVE COMPENSATION
employees to leave our employ and may not solicit or
communicate with anyone who has a business
relationship with us and with whom such officer had
contact while employed by us if it would likely
interfere with our business relationships or result in
an unfair competitive advantage over us.
In addition, each named executive officer’s rights,
payments and benefits with respect to any incentive
compensation (whether cash or equity) shall be subject
to any reduction, cancellation, forfeiture or recoupment,
in whole or in part, upon the occurrence of certain
specified events, as may be required by any applicable
law, rule or regulation, by any applicable national
exchange, or by a separate Dollar General clawback or
recoupment policy.
Voluntary Termination without Good Reason
If a named executive officer otherwise resigns without
good reason, he or she will forfeit all then unvested
equity awards and generally may exercise any
outstanding vested options up to 90 days following the
resignation date.
Payments Upon Involuntary
Termination
The payments to be made to a named executive officer
upon involuntary termination vary depending upon
whether termination is with or without “cause” (as
defined in the governing document).
Involuntary Termination with Cause
Upon an involuntary termination with cause, a named
executive officer will forfeit all unvested equity awards,
all vested but unpaid PSUs and all vested but
unexercised options.
Involuntary Termination without Cause
Upon an involuntary termination without cause, a
named executive officer:
• Will forfeit all then unvested equity awards.
• Generally may exercise any outstanding vested
options up to 90 days following the termination date.
• Will receive the same severance payments and
benefits on the same terms and conditions (except
for the notice and cure provisions) as described
under “Voluntary Termination with Good Reason or
After Failure to Renew the Employment Agreement”
above.
See “Payments After a Change in Control” for a
discussion of the treatment of equity awards if the
officer is involuntarily terminated without cause within
two years following a change in control.
2022 Proxy Statement
41
EXECUTIVE COMPENSATION
Payments After a Change in Control
Equity Awards
• Stock Options Awarded to Mr. Owen Prior to 2016.
Mr. Owen will have one year from his termination date
in which to exercise outstanding vested options
granted prior to 2016 if he resigns or is involuntarily
terminated within two years following a change in
control (as defined in the governing document)
under any scenario other than Normal Retirement or
involuntary termination with cause, in which
respective cases, he instead will have five years from
the retirement date to exercise such vested options
and will forfeit any vested but unexercised options
held at the time of a termination with cause.
• Other Stock Options and Performance Share Units.
With respect to PSUs, if a change in control (as
defined in the governing document) occurs on or
before the end of an applicable performance period,
and the named executive officer has remained
continuously employed until the change in control,
the target number of the applicable unvested PSUs
shall be deemed earned but otherwise continue to be
subject to the service and payment provisions,
including applicable pro-ration requirements, of the
applicable award agreement, unless the officer
experiences a “qualifying termination” or, solely with
respect the 2021 Adjusted ROIC PSUs awarded to
Mr. Vasos, a “qualifying early retirement.” A change in
control that occurs after the end of an applicable
performance period with respect to PSUs, or that
occurs at any time with respect to stock options, will
have no effect upon any such PSUs or such stock
options unless the named executive officer
experiences a “qualifying termination” or, solely with
respect to the 2020 Adjusted EBITDA PSUs and 2021
PSUs in each case awarded to Mr. Vasos, a “qualifying
early retirement.”
Upon a named executive officer’s “qualifying
termination,” which includes involuntary termination
(including, with respect to the 2021 PSUs, due to a
disability termination) without cause or resignation
with good reason (unless cause to terminate exists),
in each case as defined in the applicable award
agreement, as well as voluntary resignation due to
Normal Retirement (unless cause to terminate exists)
in the case of PSUs, in each case within two years
after a change in control (provided that the officer
was continuously employed by us until the change in
control): (1) all of his or her outstanding unvested
options will immediately vest and become
exercisable as to 100% of the shares underlying such
options on the termination date, and the officer may
exercise any outstanding vested options up to
three years following the termination date; and (2) all
of his or her previously earned, or deemed earned,
but unvested PSUs that have not been previously
42
2022 Proxy Statement
forfeited will immediately vest, become
nonforfeitable and be paid on the termination date
(or the previously scheduled applicable vesting date
if earlier) subject to a six-month delay if applicable to
comply with Section 409A of the Internal Revenue
Code. To qualify as a resignation with good reason
for this purpose, the officer must have provided
written notice of the existence of the circumstances
providing grounds for resignation with good reason
within 30 days of the initial existence of such grounds
and must have given us at least 30 days from receipt
of such notice to cure such condition. In addition, the
resignation must have become effective no later than
one year after the initial existence of the condition
constituting good reason.
In the event of Mr. Vasos’s voluntary termination due
to Early Retirement occurring within two years after
a change in control as defined in the applicable
award agreement (a “qualifying early retirement”),
provided that he was continuously employed by us
until the change in control, then all of his previously
deemed earned but unvested 2021 Adjusted ROIC
PSUs (in the event the change in control occurred on
or before the end of the applicable performance
period) and all of his previously earned by unvested
2020 Adjusted EBITDA PSUs and 2021 PSUs (in the
event the change in control occurred after the end of
an applicable performance period) that have not
been previously forfeited will immediately vest,
become nonforfeitable and be paid on the date of
the qualifying early retirement (or the previously
scheduled applicable vesting date if earlier) subject
to a six-month delay if applicable to comply with
Section 409A of the Internal Revenue Code.
Notwithstanding the foregoing, if we become aware
of a violation by Mr. Vasos following the qualifying
early retirement of any of the Business Protection
Provisions, then any of the 2020 PSUs or 2021 PSUs
that vested following the qualifying early retirement
shall immediately be forfeited and subject to
clawback.
Other Payments
Except as otherwise described above with respect to
equity awards, upon an involuntary termination without
cause or a resignation with good reason following a
change in control (in each case as defined in the
governing document), a named executive officer will
receive the same severance payments and benefits as
described above under “Voluntary Termination with
Good Reason or After Failure to Renew the
Employment Agreement.”
In the event of a change in control as defined in
Section 280G of the Internal Revenue Code, each
named executive officer’s employment agreement
provides for capped payments (taking into
consideration all payments and benefits covered by
such Section 280G) of $1 less than the amount that
would trigger the “golden parachute” excise tax under
federal income tax rules (the “excise tax”) unless he or
she signs a release and the after-tax benefit would be
at least $50,000 more than it would be without capping
the payments. In such case, such officer’s payments
and benefits would not be capped and he or she would
be responsible for the excise tax payment. We would
not pay any additional amount to cover the excise tax.
The table below reflects the uncapped amounts,
subject to reduction in the circumstances described in
this paragraph.
The following table reflects potential payments to each
named executive officer in various termination and
change in control scenarios based on compensation,
benefit and equity levels in effect on, and assuming the
scenario was effective as of, January 28, 2022. For
EXECUTIVE COMPENSATION
stock valuations, we have used the closing price of our
stock on the NYSE on January 28, 2022 ($204.33). The
table below reports only amounts that are increased,
accelerated or otherwise paid or owed as a result of the
applicable scenario and, as a result, exclude earned but
unpaid base salary through the employment
termination date and equity awards and CDP/SERP
Plan benefits that had vested prior to the event. For
more information regarding the CDP/SERP Plan
benefits, see “Nonqualified Deferred Compensation
Fiscal 2021” above. The table also excludes any
amounts that are available generally to all salaried
employees and do not discriminate in favor of our
executive officers. The amounts shown are merely
estimates. We cannot determine actual amounts to be
paid until a termination or change in control scenario
occurs.
2022 Proxy Statement
43
EXECUTIVE COMPENSATION
Potential Payments to Named Executive Officers Upon Occurrence of Various
Termination Events or Change in Control as of January 28, 2022
Name/Item
Mr. Vasos
Equity Vesting Due to Event(1)
Cash Severance
Health Payment
Outplacement(2)
Life Insurance Proceeds
Total
Mr. Garratt
Equity Vesting Due to Event(1)
Cash Severance
Health Payment
Outplacement(2)
Life Insurance Proceeds
Total
Mr. Owen
Equity Vesting Due to Event(1)
Cash Severance
Health Payment
Outplacement(2)
Life Insurance Proceeds
Total
Ms. Taylor
Equity Vesting Due to Event(1)
Cash Severance
Health Payment
Outplacement(2)
Life Insurance Proceeds
Total
Mr. Wenkoff
Equity Vesting Due to Event(1)
Cash Severance
Health Payment
Outplacement(2)
Life Insurance Proceeds
Total
Death
($)(3)
Disability
($)(3)
Retirement
($)(4)
Voluntary
Without Good
Reason
($)
47,930,352 47,930,352 15,669,466
n/a
n/a
n/a
n/a
55,849,881 47,930,352 15,669,466
4,544,529
n/a
n/a
3,375,000
n/a
n/a
n/a
n/a
8,183,358 8,183,358
n/a
1,344,028
n/a
n/a
n/a
n/a
n/a
1,997,000
11,524,386 8,183,358
10,543,326 10,543,326
n/a
n/a
n/a
n/a
14,569,854 10,543,326
1,904,528
n/a
n/a
2,122,000
8,018,979 8,018,979
n/a
1,059,788
n/a
n/a
n/a
n/a
n/a
1,575,000
10,653,767 8,018,979
7,745,211 7,745,211
n/a
1,051,974
n/a
n/a
n/a
n/a
n/a
1,563,000
10,360,185 7,745,211
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Involuntary
Without
Cause or
Voluntary
With Good
Reason
($)
n/a
11,294,529
23,834
8,500
n/a
11,326,863
n/a
4,225,660
11,647
8,500
n/a
4,245,808
n/a
5,422,129
25,447
8,500
n/a
5,456,076
n/a
3,332,002
24,474
8,500
n/a
3,364,975
n/a
3,307,437
25,447
8,500
n/a
3,341,383
Involuntary
With Cause
($)
Change in
Control With
Qualifying
Termination
($)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
35,253,720
11,294,529
23,834
8,500
n/a
46,580,582
6,025,224
4,225,660
11,647
8,500
n/a
10,271,032
7,866,603
5,422,129
25,447
8,500
n/a
13,322,679
5,877,600
3,332,002
24,474
8,500
n/a
9,242,575
5,691,285
3,307,437
25,447
8,500
n/a
9,032,668
(1) For the portion of the 2020 PSUs and 2021 PSUs that are subject to performance for periods ending after January 28, 2022, the value included
in the Death, Disability and Retirement columns assumes a maximum payout of 300%, prorated for a death, disability or retirement termination
scenario occurring on January 28, 2022.
(2) Estimated based on information provided by our outplacement services provider.
(3)
In addition to the amounts reported above, dependent upon the cause of death or the loss suffered, a named executive officer also may be
eligible to receive payment of up to $50,000 under our group accidental death & dismemberment program.
(4) Mr. Vasos was eligible for Early Retirement solely with respect to his 2020 equity awards ($10,816,621) and for Normal Retirement solely with
respect to his 2021 equity awards ($4,852,845) on January 28, 2022. None of the remaining named executive officers were eligible for
retirement on January 28, 2022.
44
2022 Proxy Statement
Compensation Committee
Interlocks and Insider
Participation
None of Ms. Fili-Krushel or Messrs. Bryant and McGuire,
each of whom was a member of our Compensation
Committee during all or a portion of 2021: (1) was at
any time during 2021 an officer or employee, or was at
any time prior to 2021 an officer, of Dollar General or
any of our subsidiaries; or (2) had any relationship
requiring disclosure under “Transactions with
Management and Others.” Also, none of our executive
officers serves, or in the past fiscal year has served, as a
director or compensation committee (or equivalent
committee) member of any entity that has an executive
officer serving as a Dollar General director or
Compensation Committee member.
Compensation Risk
Considerations
In March 2022, our Compensation Committee reviewed
a risk assessment of our compensation program for
employees, including executive officers, prepared by its
compensation consultant with input from management.
The assessment included a review of our compensation
programs for certain design features which could
potentially encourage excessive risk-taking or
otherwise create risk to Dollar General. The Committee
concluded, after considering the degree to which
risk-aggravating factors were offset by risk-mitigating
factors, that the net risks created by our overall
compensation program are not reasonably likely to
have a material adverse effect on Dollar General.
Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are
providing the following information about the
relationship of the annual total compensation of our
employees and our Chief Executive Officer (our “CEO”).
EXECUTIVE COMPENSATION
This pay ratio is a reasonable estimate calculated in a
manner consistent with SEC rules based on our payroll
and employment records and the methodology
described below.
The 2021 annual total compensation of the median
compensated employee (a part-time store associate) of
our temporary, part-time and full-time employee base
who were employed as of the last day of our 2021 fiscal
year (January 28, 2022), other than our CEO, was
$17,773; our CEO’s 2021 annual total compensation
was $16,618,873 and the ratio of these amounts
is 1:935.
As of January 28, 2022, our total population, excluding
the CEO, consisted of 153,024 compensated
employees, of which 123 were located in non-U.S.
jurisdictions as follows: Hong Kong (12); China (90);
Mexico (20); and Turkey (1). Pursuant to SEC rules, we
excluded all such 123 non-U.S. employees. After
applying this exemption, the employee population used
to identify the median employee consisted of 152,901
temporary, part-time and full-time employees located
solely in the U.S.
To identify the median compensated employee, we
used W-2 Box 5 Medicare wages for the period from
January 30, 2021 (the first day of our 2021 fiscal year)
through January 28, 2022 (the last day of our 2021
fiscal year), with such amounts annualized for those
permanent employees who did not work for the full
year.
The SEC rules for identifying the median compensated
employee and calculating the pay ratio based on that
employee’s annual total compensation allow companies
to adopt a variety of methodologies, to apply certain
exclusions, and to make reasonable estimates and
assumptions that reflect their compensation practices.
As such, the pay ratio reported by other companies
may not be comparable to the pay ratio reported
above, as other companies may have different
employment and compensation practices and may
utilize different methodologies, exclusions, estimates
and assumptions in calculating their own pay ratios.
2022 Proxy Statement
45
SECURITY OWNERSHIP
The following tables show the amount of our common stock beneficially owned by the listed persons as of
March 16, 2022. For purposes of such tables, a person “beneficially owns” a security if that person has or shares
voting or investment power or has the right to acquire beneficial ownership within 60 days. Unless otherwise noted,
to our knowledge these persons have sole voting and investment power over the shares listed. Percentage
computations are based on 228,784,867 shares of our common stock outstanding as of March 16, 2022.
Security Ownership of Certain Beneficial Owners
The following table pertains to beneficial ownership by those known by us to beneficially own more than 5% of our
common stock.
Name and Address of Beneficial Owner
T. Rowe Price Associates, Inc.(1)
BlackRock, Inc.(2)
The Vanguard Group(3)
Capital World Investors(4)
Amount and Nature of
Beneficial Ownership
Percent of Class
18,522,760
18,399,415
18,009,857
15,508,790
8.1%
8.0%
7.9%
6.8%
(1) T. Rowe Price Associates, Inc. has sole power to vote or direct the vote of 7,501,388 shares and sole power to dispose or direct the disposition
of 18,522,760 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. All information is based
solely on Amendment No. 7 to Statement on Schedule 13G filed on February 14, 2022.
(2) BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 16,221,967 shares and sole power to dispose or direct
the disposition of 18,399,415 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. All information is based
solely on Amendment No. 7 to Statement on Schedule 13G filed on February 1, 2022.
(3) The Vanguard Group has shared power to vote or direct the vote of 381,996 shares, sole power to dispose or direct the disposition of
17,056,079 shares, and shared power to dispose or direct the disposition of 953,778 shares. The address of The Vanguard Group is 100
Vanguard Blvd., Malvern, Pennsylvania 19355. All information is based solely on Amendment No. 8 to Statement on Schedule 13G filed on
February 9, 2022.
(4) Capital World Investors, a division of Capital Research and Management Company and certain of its investment management subsidiaries and
affiliates, has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 15,508,790 shares. The address of
Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. All information is based solely on Statement on
Schedule 13G filed on February 11, 2022.
46
2022 Proxy Statement
Security Ownership of Officers and Directors
The following table pertains to beneficial ownership of our directors, nominees and named executive officers
individually and to our current directors and all of our current executive officers as a group. These persons may be
contacted at our executive offices.
SECURITY OWNERSHIP
Name of Beneficial Owner
Warren F. Bryant
Michael M. Calbert(3)
Patricia D. Fili-Krushel(4)
Timothy I. McGuire
William C. Rhodes, III(5)
Debra A. Sandler
Ralph E. Santana
Todd J. Vasos
John W. Garratt
Jeffery C. Owen
Rhonda M. Taylor
Carman R. Wenkoff
All current directors and executive officers
as a group (17 persons)(3)(4)(5)
*
Denotes less than 1% of class.
(1) Share totals have been rounded to the nearest whole share.
Amount and Nature of
Beneficial Ownership(1)(2)
Percent of Class
39,473
110,582
27,352
6,819
49,988
1,259
—
424,771
55,467
226,402
98,350
97,139
1,373,628
*
*
*
*
*
*
—
*
*
*
*
*
*
(2)
Includes the following number of shares (1) underlying RSUs (including RSUs credited, where applicable, as a result of dividend equivalents
earned with respect to the RSUs) and earned PSUs that are or could be settleable within 60 days of March 16, 2022, over which the person will
not have voting or investment power until the applicable RSUs and PSUs are settled, and (2) subject to options exercisable either currently or
within 60 days of March 16, 2022, over which the person will not have voting or investment power until exercised: Mr. Bryant (2,831 RSUs; 8,833
options); Mr. Calbert (22,873 RSUs; 8,833 options); Ms. Fili-Krushel (781 RSUs; 8,833 options); Mr. McGuire (781 RSUs); Mr. Rhodes (781 RSUs);
Ms. Sandler (781 RSUs); Mr. Vasos (81,216 PSUs; 169,006 options); Mr. Garratt (13,758 PSUs; 23,155 options); Mr. Owen (16,573 PSUs; 181,938
options); Ms. Taylor (13,881 PSUs; 60,140 options); Mr. Wenkoff (13,151 PSUs; 73,383 options); and all current directors and executive officers
as a group (31,182 RSUs; 152,386 PSUs; 715,400 options). Such shares are considered outstanding for computing the percentage owned by
each named person and by the group but not for any other person. Excludes shares underlying RSUs that are vested but deferred at the
election of Ms. Sandler and Mr. Santana, but over which such persons will not have voting or investment power until the applicable RSUs are
settled on a date that is later than 60 days after March 16, 2022.
(3) Mr. Calbert shares voting and investment power over 65,953 shares with his spouse, Barbara Calbert, as co-trustee of The Michael and Barbara
Calbert 2007 Joint Revocable Trust.
(4) Ms. Fili-Krushel shares voting and investment power over 7,591 shares with her spouse, Kenneth Krushel.
(5) Mr. Rhodes shares voting and investment power over 16,367 shares with his spouse, Amy Rhodes, as power of attorney of The Amy Plunkett
Rhodes Revocable Living Trust, dated July 30, 2014.
Delinquent Section 16(a) Reports
The U.S. securities laws require our executive officers, directors and greater than 10% shareholders to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Based solely upon a review of these
reports furnished to us during and with respect to 2021, or written representations that no Form 5 reports were
required, we believe that each of those persons filed, on a timely basis, the reports required by Section 16(a) of the
Exchange Act, except that Mr. Owen filed one Form 4 in 2021 (representing one transaction during 2021) that was
not reported on a timely basis. The untimely Form 4 was filed to correct an otherwise timely filed Form 4 which,
due to a third party reporting error, underreported the number of shares withheld for the payment of taxes in
connection with the vesting and payment of certain PSUs.
2022 Proxy Statement
47
PROPOSAL 2: Advisory Vote to Approve Named Executive
Officer Compensation
In accordance with Section 14A of the Securities
Exchange Act of 1934, as amended, we provide our
shareholders each year with an opportunity to vote on
an advisory basis on the compensation paid to our
named executive officers as disclosed in this proxy
statement pursuant to Item 402 of Regulation S-K.
Accordingly, you may vote on the following resolution
at the annual meeting: “RESOLVED, that the
shareholders approve, on an advisory basis, the
compensation of Dollar General’s named executive
officers as disclosed pursuant to Item 402 of
Regulation S-K, including the Compensation
Discussion and Analysis, the accompanying
compensation tables, and the related narrative
disclosures in this proxy statement.”
As discussed in detail in the “Compensation Discussion
and Analysis” section, the Compensation Committee
actively oversees our executive compensation program,
adopting changes and awarding compensation as
appropriate to reflect Dollar General’s circumstances
and to promote the main objectives of the program.
Our compensation programs are designed to attract,
retain and motivate persons with superior ability, to
reward outstanding performance, and to align the
long-term interests of our named executive officers
with those of our shareholders. Under these programs,
our named executive officers are rewarded for the
achievement of specific annual and long-term goals
and the realization of increased shareholder value. We
firmly believe that the information we have provided in
this proxy statement demonstrates that our executive
compensation program was designed appropriately
and is working to ensure alignment of management’s
and shareholders’ interests to support long-term value
creation. At our 2021 annual meeting of shareholders,
over 90% of shareholder votes were cast in support of
our executive compensation program.
This vote is not intended to address any specific item
of compensation, but rather the overall compensation
of our named executive officers. This vote also is not a
vote on director compensation, as described under
“Director Compensation,” or on our compensation
policies as they relate to risk management, as
described under “Compensation Risk Considerations”
in the “Executive Compensation” section.
Our Board of Directors is asking our shareholders to
indicate their support for our named executive officer
compensation as described in this proxy statement in
accordance with SEC rules by voting for this proposal.
Because the vote on this proposal is advisory in nature,
it will not affect any compensation already paid or
awarded and will not be binding on or overrule any
decisions by the Compensation Committee or the
Board. Nonetheless, our Board and the Compensation
Committee value our shareholders’ views and intend to
consider the outcome of the vote, along with other
relevant factors, when making future named executive
officer compensation decisions.
FOR
The Board of Directors unanimously recommends that shareholders vote
FOR the approval of the compensation of our named executive officers as
disclosed in this proxy statement.
48
2022 Proxy Statement
AUDIT COMMITTEE REPORT
The Audit Committee of our Board of Directors has:
• reviewed and discussed with management the
audited financial statements for the fiscal year ended
January 28, 2022,
• discussed with Ernst & Young LLP, our independent
registered public accounting firm, the matters
required to be discussed by the applicable
requirements of the Public Company Accounting
Oversight Board and the SEC,
• received the written disclosures and the letter from
Ernst & Young LLP required by applicable
requirements of the Public Company Accounting
Oversight Board regarding the independent
registered public accounting firm’s communications
with the Audit Committee concerning independence,
and
• discussed with Ernst & Young LLP the independence
of Ernst & Young LLP.
Based on these reviews and discussions, the Audit
Committee unanimously recommended to the Board of
Directors that Dollar General’s audited financial
statements be included in the Annual Report on
Form 10-K for the fiscal year ended January 28, 2022,
for filing with the SEC.
This report has been furnished by the members of the
Audit Committee:
• William C. Rhodes, III, Chairman
• Warren F. Bryant
• Debra A. Sandler
The above Audit Committee Report does not constitute
soliciting material and should not be deemed filed or
incorporated by reference into any other Dollar General
filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent Dollar
General specifically incorporates this report by
reference therein.
2022 Proxy Statement
49
PROPOSAL 3: Ratification of Appointment of Auditors
Who is responsible for the selection of the
independent auditor?
and level of objectivity and professional skepticism;
reasonableness of fees; and other factors.
The Audit Committee is directly responsible for the
appointment, compensation, retention and oversight of
the independent auditor.
Is the Audit Committee involved in the lead
audit partner selection process?
Yes. Prior to the selection of a lead audit partner, the
Chairman of the Audit Committee, typically one
additional Audit Committee member, and the Chairman
of the Board interview the candidates. Following the
interviews, the Audit Committee discusses each
candidate’s credentials, experience level and
independence prior to making the final selection.
Does the Audit Committee evaluate the
independent auditor and the lead audit
partner?
Yes. The Audit Committee annually evaluates the lead
audit partner, as well as the independent auditor’s
qualifications, performance and independence. The
evaluation, which includes the input of management,
entails consideration of a broad range of factors,
including the quality of services and sufficiency of
resources that have been provided; the skills,
knowledge and experience of the firm and the
audit team; the effectiveness and sufficiency of
communications and interactions; independence
Who has the Audit Committee selected as
the independent auditor?
After conducting the evaluation process discussed
above, the Audit Committee selected Ernst & Young
LLP as our independent auditor for the 2022 fiscal year.
Ernst & Young LLP has served in that capacity since
October 2001. The Audit Committee and the Board of
Directors believe that the continued retention of
Ernst & Young LLP is in the best interests of Dollar
General and our shareholders.
Will representatives of Ernst & Young LLP
attend the annual meeting?
Representatives of Ernst & Young LLP have been
requested and are expected to attend the annual
meeting. These representatives will have the
opportunity to make a statement if they so desire and
are expected to be available to respond to appropriate
questions.
What if shareholders do not ratify the
appointment?
The Audit Committee is not bound by a vote either for
or against the firm. If the shareholders do not ratify this
appointment, our Audit Committee will consider that
result in selecting our independent auditor in the future.
FOR
The Board of Directors unanimously recommends that shareholders vote
FOR the ratification of Ernst & Young LLP as our independent auditor for
the 2022 fiscal year.
50
2022 Proxy Statement
FEES PAID TO AUDITORS
The table below lists the aggregate fees for
professional audit services rendered to us by Ernst &
Young LLP for the audit of our consolidated financial
statements for the past two fiscal years and fees billed
for other services rendered by Ernst & Young LLP
Service
Audit Fees(1)
Audit-Related Fees(2)
Tax Fees(3)
All Other Fees(4)
during the past two fiscal years. Information related to
audit fees for 2021 includes amounts billed through
January 28, 2022, and additional amounts estimated to
be billed for the 2021 period for services rendered.
2021 Aggregate Fees Billed ($)
2020 Aggregate Fees Billed ($)
2,680,086
—
2,418,017
5,325
2,704,793
—
2,231,915
6,450
(1) Represents for each fiscal year the aggregate fees billed for professional services for the audit of our annual financial statements and review of
financial statements included in our Forms 10-Q and services that are normally provided in connection with statutory and regulatory filings or
engagements.
(2) Represents for each fiscal year the aggregate fees billed for assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements.
(3) Represents for each fiscal year the aggregate fees billed for professional services for tax compliance, tax advice and tax planning. 2021 and
2020 fees relate primarily to tax compliance services, which represented $2,155,935 and $1,903,870 in 2021 and 2020, respectively, for work
related to work opportunity tax credit assistance, foreign sourcing offices’ tax compliance, state tax credit assistance, and other federal job
credits. Tax fees for 2021 also included fees for tax advisory services related to start up and initial year services related to Mexico. The
remaining tax fees for each such year are for tax advisory services related to inventory, as well as income tax advisory services.
(4) Represents for each fiscal year the aggregate fees billed for other products and services, which in each year consisted solely of subscription
fees to an on-line accounting research tool.
The Audit Committee pre-approves all audit and
permissible non-audit services provided by our
independent auditor. Where feasible, the Committee
considers and, when appropriate, pre-approves
services at regularly scheduled meetings after
disclosure by management and the independent
auditor of the nature of the proposed services, the
estimated fees (when available), and their opinions that
the services will not impair the independence of the
independent auditor. The Committee’s Chairman (or
any Committee member if the Chairman is unavailable)
may pre-approve such services between Committee
meetings and must report to the Committee at its next
meeting with respect to all services so pre-approved.
The Committee pre-approved 100% of the services
provided by Ernst & Young LLP during 2021 and 2020.
2022 Proxy Statement
51
PROPOSAL 4: Shareholder Proposal Requesting Political
Spending Disclosure
Introduction and Board of Directors’
Recommendation
John Chevedden (the “Proponent”), located at 2215
Nelson Avenue, No. 205, Redondo Beach, CA 90278,
has notified us that he intends to present at the annual
meeting the shareholder proposal set forth below. The
Proponent has provided us with documentation
indicating that he is the beneficial owner of at least 40
shares of our common stock. The shareholder proposal
will be voted upon at the annual meeting if the
Proponent or his qualified representative is present at
the annual meeting and properly presents the
shareholder proposal for a vote.
Dollar General is not responsible for the accuracy or
content of the shareholder proposal, which is printed
verbatim as received in accordance with SEC rules, and
we have not endeavored to correct any erroneous
statements or typographical errors it may contain.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 4 for the reasons set forth in the Board’s Statement in
Opposition, which follows the shareholder proposal.
Shareholder Proposal
Supporting Statement
Proposal 4-
Political Spending Disclosure
Resolved, that the shareholders of Dollar General
Corporation (“Dollar General” or “Company”) hereby
request that the Company provide a report, updated
semiannually, disclosing the Company’s:
1. Policies and procedures for making, with
corporate funds or assets, contributions and
expenditures (direct or indirect) to
(a) participate or intervene in any campaign on
behalf of (or in opposition to) any candidate
for public office, or (b) influence the general
public, or any segment thereof, with respect to
an election or referendum.
2. Monetary and non-monetary contributions and
expenditures (direct and indirect) used in the
manner described in section 1 above, including:
a. The identity of the recipient as well as the
amount paid to each; and
b. The title(s) of the person(s) in the
Company responsible for decision-making.
The report shall be presented to the board of directors
or relevant board committee and posted on the
Company’s website within 12 months from the date of
the annual meeting. This proposal does not encompass
lobbying spending.
52
2022 Proxy Statement
As a long-term shareholders of Dollar General, I
support transparency and accountability in corporate
electoral spending. This includes any activity
considered intervention in a political campaign under
the Internal Revenue Code, such as direct and indirect
contributions to political candidates, parties, or
organizations, and independent expenditures or
electioneering communications on behalf of federal,
state, or local candidates.
A company’s reputation, value, and bottom line can be
adversely impacted by spending that is conducted
blindly. The risk is especially serious when giving to
trade associations, Super PACs, 527 committees, and
“social welfare” organizations - groups that routinely
pass money to or spend on behalf of candidates and
political causes that a company might not otherwise
wish to support.
The Conference Board’s 2021 “Under a Microscope”
report details these
risks, recommends the process suggested in this
proposal, and warns “a new era of stakeholder scrutiny,
social media, and political polarization has propelled
corporate political activity—and the risks that come
with it—into the spotlight. Political activity can pose
increasingly significant risks for companies, including
the perception that political contributions—and other
forms of activity—are at odds with core company
values.”
This proposal asks Dollar General to disclose all of its
electoral spending, including payments to trade
associations and other tax-exempt organizations which
may be used for electoral purposes—and are otherwise
undisclosed. This would bring our Company in line with
a growing number of leading companies, including
Yum! Brands, Kohl’s, and Lowe’s, which present this
information on their websites.
Without knowing the recipients of our company’s
political dollars shareholders cannot sufficiently assess
whether our company’s election-related spending
aligns or conflicts with its policies on climate change
and sustainability. I ask your support for this critical
governance reform.
Political Spending Disclosure—Proposal 4
Board of Directors’ Statement in Opposition
to Proposal 4
Our Board of Directors has carefully considered this
shareholder proposal and while the Board generally
supports the proposal’s stated objectives of
transparency and accountability, it believes that the
proposal is not in the best interests of the Company or
our shareholders for the reasons outlined below.
Accordingly, the Board unanimously recommends that
shareholders vote AGAINST this Proposal 4.
Our political contributions are limited and immaterial.
We do not directly make contributions or expenditures
to participate or intervene in any campaign on behalf
of, or in opposition to, any candidate for public office or
to influence the general public with respect to the
candidate for a specific election at the federal, state or
local level. Further, we do not have a Company-
sponsored Political Action Committee.
We participate in certain industry trade organizations,
primarily Retail Industry Leaders Association, for many
important reasons, including business, technical, and
industry standard-setting expertise. While we may not
support each of the initiatives of every association in
which we participate or align with every position of
every association to which we belong, we believe it is
important to participate in the discussions these
organizations have on industry-relevant topics so that
important decisions that may affect our business,
employees, customers, and shareholders are made with
our input.
Our Political Activities Policy is publicly available, and
we make any direct or indirect political contributions
pursuant to this policy, with appropriate oversight,
and in compliance with all applicable laws and
regulations.
Our Political Activities Policy, which was adopted by
the Nominating and Governance Committee of our
Board of Directors this year, codifies our positions on
political activities. This policy is publicly available on
our website located at https://www.dollargeneral.com/
PROPOSAL 4: SHAREHOLDER PROPOSAL
about-us/corporate-social-responsibility.html and
provides for significant oversight of our limited political
contributions. Specifically, pre-approval by our Chief
Executive Officer is required for any permitted direct
Company political contributions, specifically those
directly made to influence the general public with
respect to a referendum. Further, any Company
contributions or expenditures of greater than $10,000
directly made to entities organized under Section 527,
501(c)(4), or 501(c)(6) of the Internal Revenue Code,
which, because of the nature of these organizations,
may be used for political purposes (thus, potentially
“indirect political contributions”), must be approved in
advance by each of our Vice President of Government
Affairs, Executive Vice President & General Counsel,
and Chief Executive Officer.
Our Nominating and Governance Committee has
significant oversight over our political contributions.
Our Nominating and Governance Committee oversees
management’s efforts on significant issues relating to
political contributions in accordance with the
Nominating and Governance Committee Charter. In
connection with this oversight, as mentioned above,
the Committee reviewed and approved our Political
Activities Policy. Additionally, the Committee will review
and approve any future changes to this policy and
annually review any Company political contributions
requiring public disclosure pursuant to this policy.
Beginning with our completed 2022 fiscal year, we will
annually and publicly report on all direct Company
political contributions and indirect Company political
contributions of greater than $10,000.
We will publicly report on an annual basis, beginning
with our 2022 fiscal year, on any direct Company
political contributions and any indirect Company
political contributions of greater than $10,000 as
outlined in our Political Activities Policy. Given the
limited frequency and amount of our political
contributions of any kind, we believe that annual
reporting is most appropriate, and that producing the
report on a semiannual basis as requested by the
proposal would be burdensome and an unnecessary
use of the Company’s resources without commensurate
benefit.
Conclusion
In summary, our Board of Directors opposes this
Proposal 4 because the Board believes that the
Company already complies, or is committed to
complying, with the vast majority of the requests
contained within the proposal and that the Company’s
Political Activities Policy provides appropriate oversight
and reporting of the Company’s political contributions.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 4.
2022 Proxy Statement
53
SHAREHOLDER PROPOSALS FOR 2023 ANNUAL MEETING
All shareholder proposals and notices discussed below
must be mailed to Corporate Secretary, Dollar General
Corporation, 100 Mission Ridge, Goodlettsville,
Tennessee 37072. Shareholder proposals and director
nominations that are not included in our proxy
materials will not be considered at any annual meeting
of shareholders unless such proposals have complied
with the requirements of our Bylaws.
Shareholder Proposals
To be considered for inclusion in our proxy materials
relating to the 2023 annual meeting of shareholders
(the “2023 Annual Meeting”), eligible shareholders must
submit proposals that comply with Rule 14a-8 under
the Exchange Act and other relevant SEC regulations
for our receipt by December 2, 2022.
New Business at 2023 Annual Meeting
To introduce new business outside of the Rule 14-8
process or to nominate directors (other than a proxy
access nomination, which is described below) at the
2023 Annual Meeting, or to recommend a candidate for
our Nominating Committee’s consideration, you must
deliver written notice to us no earlier than the close of
business on January 25, 2023, and no later than the
close of business on February 24, 2023, and comply
with the advance notice provisions of our Bylaws. If we
do not receive a properly submitted proposal by
February 24, 2023, then the proxies held by our
management may provide the discretion to vote
against such proposal even though the proposal is not
discussed in our proxy materials sent in connection
with the 2023 Annual Meeting.
In addition to satisfying the foregoing requirements
under our Bylaws, to comply with the universal proxy
rules (once effective), shareholders who intend to
solicit proxies in support of director nominees other
than the Company’s nominees must provide notice that
sets forth the information required by Rule 14a-19
under the Exchange Act no later than March 27, 2023.
Proxy Access
Our Bylaws contain proxy access provisions that permit
a shareholder, or a group of up to 20 shareholders,
owning 3% or more of our stock continuously for at
least three years, to nominate and include in our proxy
materials candidates for election as directors. Such
shareholder or group may nominate up to 20% of our
Board, provided that the shareholder or group and the
nominee(s) satisfy the requirements specified in our
Bylaws. In order to be properly brought before our
2023 Annual Meeting, an eligible shareholder’s notice
of nomination of a director candidate pursuant to the
proxy access provisions of our Bylaws must be received
by us no earlier than the close of business on
November 2, 2022, and no later than the close of
business on December 2, 2022, and comply with the
other relevant provisions of our Bylaws pertaining to
proxy access nominees.
54
2022 Proxy Statement
10-K
v
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended January 28, 2022, or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission file number: 001-11421
DOLLAR GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of
incorporation or organization)
61-0502302
(I.R.S. Employer
Identification No.)
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (615) 855-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.875 per share
Trading Symbol(s)
DG
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b -2 of the Exchange Act.
Large accelerated filer ☒
Non-accelerated filer ☐
Accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that
prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock outstanding and held by non-affiliates as of July 30, 2021 was
$54.2 billion calculated using the closing market price of the registrant’s common stock as reported on the NYSE on such date ($232.64). For this
purpose, directors, executive officers and greater than 10% record shareholders are considered the affiliates of the registrant.
The registrant had 228,868,368 shares of common stock outstanding as of March 11, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Certain of the information required in Part III of this Form 10-K is incorporated by reference to the registrant’s definitive proxy
statement to be filed for the Annual Meeting of Shareholders to be held on May 25, 2022.
INTROD(cid:56)CTION
PART I
TABLE OF CONTENTS
PART II
ITEM 1. (cid:37)(cid:56)SINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1(cid:37). (cid:56)NRESOL(cid:57)ED STAFF COMMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 4. MINE SAFETY DISCLOS(cid:56)RES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INFORMATION A(cid:37)O(cid:56)T O(cid:56)R E(cid:59)EC(cid:56)TI(cid:57)E OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 5. MARKET FOR REGISTRANT(cid:10)S COMMON E(cid:52)(cid:56)ITY, RELATED STOCK(cid:43)OLDER
MATTERS AND ISS(cid:56)ER P(cid:56)RC(cid:43)ASES OF E(cid:52)(cid:56)ITY SEC(cid:56)RITIES . . . . . . . . . . . . . . . . . . . .
ITEM 6. RESER(cid:57)ED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 7. MANAGEMENT(cid:10)S DISC(cid:56)SSION AND ANALYSIS OF FINANCIAL CONDITION
AND RES(cid:56)LTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 7A. (cid:52)(cid:56)ANTITATI(cid:57)E AND (cid:52)(cid:56)ALITATI(cid:57)E DISCLOS(cid:56)RES A(cid:37)O(cid:56)T MARKET
RISK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 8. FINANCIAL STATEMENTS AND S(cid:56)PPLEMENTARY DATA . . . . . . . . . . . . . . . . . .
Report of Ernst (cid:9) Young, LLP, Independent Registered Public Accounting Firm
(PCAO(cid:37) ID:42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated (cid:37)alance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders(cid:10) Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9. C(cid:43)ANGES IN AND DISAGREEMENTS (cid:58)IT(cid:43) ACCO(cid:56)NTANTS ON
ACCO(cid:56)NTING AND FINANCIAL DISCLOS(cid:56)RE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9A. CONTROLS AND PROCED(cid:56)RES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9(cid:37). OT(cid:43)ER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9C. DISCLOS(cid:56)RE REGARDING FOREIGN J(cid:56)RISDICTIONS T(cid:43)AT PRE(cid:57)ENT
INSPECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
ITEM 10. DIRECTORS, E(cid:59)EC(cid:56)TI(cid:57)E OFFICERS AND CORPORATE GO(cid:57)ERNANCE . . . . .
ITEM 11. E(cid:59)EC(cid:56)TI(cid:57)E COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 12. SEC(cid:56)RITY O(cid:58)NERS(cid:43)IP OF CERTAIN (cid:37)ENEFICIAL O(cid:58)NERS AND
MANAGEMENT AND RELATED STOCK(cid:43)OLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . .
ITEM 13. CERTAIN RELATIONS(cid:43)IPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 14. PRINCIPAL ACCO(cid:56)NTANT FEES AND SER(cid:57)ICES . . . . . . . . . . . . . . . . . . . . . . . . .
PART I(cid:57)
ITEM 15. E(cid:59)(cid:43)I(cid:37)ITS AND FINANCIAL STATEMENT SC(cid:43)ED(cid:56)LES . . . . . . . . . . . . . . . . . . . .
ITEM 16. FORM 10-K S(cid:56)MMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNAT(cid:56)RES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
10
21
21
22
22
22
25
25
26
40
41
41
43
44
45
46
47
48
64
64
65
66
66
67
67
68
68
68
69
76
77
2
2021 Form 10-K
General
INTRODUCTION
This report contains references to years 2022, 2021, 2020 and 2019, which represent fiscal years ending or
ended February 3, 2023, January 28, 2022, January 29, 2021 and January 31, 2020, respectively. Our fiscal year ends
on the Friday closest to January 31. Our 2022 fiscal year will consist of 53 weeks, while each of the remaining years
listed consists of 52 weeks. All of the discussion and analysis in this report should be read with, and is qualified in its
entirety by, the Consolidated Financial Statements and related notes.
Solely for convenience, our trademarks and tradenames may appear in this report without the (cid:138) or TM
symbol which is not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights
or the right to these trademarks and tradenames.
Cautionary Disclosure Regarding Forward - Looking Statements
(cid:58)e include “forward-looking statements” within the meaning of the federal securities laws throughout this
report, particularly under the headings “(cid:37)usiness,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” and “Note 7 (cid:177) Commitments and Contingencies,” among others. You can identify these
statements because they are not limited to historical fact or they use words such as “may,” “will,” “should,” “could,”
“can,” “would,” “believe,” “anticipate,” “project,” “plan,” “expect,” “estimate,” “goal,” “seek,” “ensure,” “potential,”
“opportunity,” “intend,” “predict,” “committed,” “likely,” “continue,” “strive,” “aim,” “scheduled,” “focused on,” or
“subject to” and similar expressions that concern our strategies, plans, initiatives, intentions or beliefs about future
occurrences or results. For example, all statements relating to, among others, our estimated and projected
expenditures, cash flows, results of operations, financial condition and liquidity(cid:30) our expectations regarding economic
and competitive market conditions(cid:30) our plans and objectives for, and expectations regarding, future operations,
growth and initiatives, including but not limited to the number of planned store openings, remodels and relocations,
store formats or concepts, progress of our strategic (including our non-consumables and digital initiatives, DG Fresh,
Fast Track, and pOpshelf), merchandising, margin enhancing, and distribution(cid:18)transportation efficiency (including
self-distribution) initiatives, and international expansion plans(cid:30) trends in sales of consumable and non-consumable
products, customer traffic and basket si(cid:93)e(cid:30) level of future costs and expenses(cid:30) expectations regarding inflationary and
labor pressures, fuel prices, and other supply chain challenges(cid:30) potential future stock repurchases and cash dividends(cid:30)
anticipated borrowing under our unsecured revolving credit agreement and our commercial paper program(cid:30) potential
impact of the CO(cid:57)ID-19 pandemic and associated governmental responses(cid:30) potential impact of legal or regulatory
changes or governmental assistance or stimulus programs and our responses thereto, including the potential increase
of federal, state and(cid:18)or local minimum wage rates(cid:18)salary levels, as well as changes to SNAP benefits, unemployment
benefits, and child tax credits, or potential changes to the corporate tax rate(cid:30) or expected outcome or effect of pending
or threatened legal disputes, litigation or audits are forward-looking statements.
All forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual
results to differ materially from those which we expected. Many of these statements are derived from our operating
budgets and forecasts, which are based on many detailed assumptions that we believe are reasonable. (cid:43)owever, it is
very difficult to predict the effect of known factors, and we cannot anticipate all factors that could affect future
results.
Important factors that could cause actual results to differ materially from the expectations expressed or
implied in our forward-looking statements are disclosed under “Risk Factors” in Part I, Item 1A and elsewhere in this
document (including, without limitation, in conjunction with the forward-looking statements themselves and under
the heading “Critical Accounting Policies and Estimates”). All forward-looking statements are qualified in their
entirety by these and other cautionary statements that we make from time to time in our other SEC filings and public
communications. You should evaluate forward-looking statements in the context of these risks and uncertainties and
are cautioned not to place undue reliance on such statements. These factors may not contain all of the factors that are
important to you. (cid:58)e cannot assure you that we will reali(cid:93)e the results or developments we expect or anticipate or,
even if substantially reali(cid:93)ed, that they will result in the consequences or affect us or our operations in the way we
expect. Forward-looking statements in this report are made only as of the date hereof. (cid:58)e undertake no obligation,
and specifically disclaim any duty, to update or revise any forward-looking statement as a result of new information,
future events or otherwise, except as may be required by law.
2021 Form 10-K
3
ITEM 1. BUSINESS
General
PART I
(cid:58)e are among the largest discount retailers in the (cid:56)nited States by number of stores, with 18,190 stores
located in 47 states as of February 25, 2022, with the greatest concentration of stores in the southern, southwestern,
midwestern and eastern (cid:56)nited States. (cid:58)e offer a broad selection of merchandise, including consumable items,
seasonal items, home products and apparel. Our merchandise includes national brands from leading manufacturers,
as well as our own private brand selections with prices at substantial discounts to national brands. (cid:58)e offer our
customers these national brand and private brand products at everyday low prices (typically $10 or less) in our
convenient small-box locations.
Our History
J.L. Turner founded our Company in 1939 as J.L. Turner and Son, (cid:58)holesale. (cid:58)e were incorporated as a
Kentucky corporation under the name J.L. Turner (cid:9) Son, Inc. in 1955, when we opened our first Dollar General
store. (cid:58)e changed our name to Dollar General Corporation in 1968 and reincorporated in 1998 as a Tennessee
corporation. Our common stock was publicly traded from 1968 until July 2007, when we merged with an entity
controlled by investment funds affiliated with Kohlberg Kravis Roberts (cid:9) Co. L.P., or KKR. In November 2009 our
common stock again became publicly traded on the New York Stock Exchange under the symbol “DG”, and in
December 2013 the entity controlled by investment funds affiliated with KKR sold its remaining shares of our
common stock.
COVID-19 Pandemic
Throughout 2020 and 2021, the CO(cid:57)ID-19 (coronavirus) pandemic resulted in widespread and continuing
impacts on the global economy and affected our business, as well as our customers, suppliers, and other business
partners. In March 2020, we began seeing heightened demand from customers, particularly for consumable products
such as paper, food and cleaning products. Shortly thereafter, we also saw a significant increase in demand for
many non-consumable products, resulting in a significant overall sales mix shift into non-consumable categories in
2020. Overall, the mix of consumables to non-consumables sales in 2021 remained relatively consistent with 2020.
Since 2020, we also have seen a shift in consumer shopping behavior towards trip consolidation, along with an
increase in average transaction amounts. In 2020, we incurred significant expense related to the pandemic,
including appreciation bonuses for retail, distribution and transportation employees and health and safety measures.
Although some of these expenses continued in 2021, they were not as significant as in 2020. (cid:58)e expect to continue
to be affected, although the extent and duration are unknown, by the CO(cid:57)ID-19 pandemic and its effects on the
economy (including governmental response thereto), including its impact on the global supply chain and increased
product, distribution, transportation and other costs.
Our Business Model
Our long history of profitable growth is founded on a commitment to a relatively simple business model:
providing a broad base of customers with their basic everyday and household needs, supplemented with a variety of
general merchandise items, at everyday low prices in conveniently located, small-box stores. (cid:58)e continually
evaluate the needs and demands of our customers and modify our merchandise selections and pricing accordingly,
while remaining focused on increasing profitability, cash generation and returns for our shareholders.
Our long-term operating priorities are: 1) driving profitable sales growth, 2) capturing growth
opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in our diverse teams through
development, empowerment and inclusion. For more information on these operating priorities, see the “Executive
Overview” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations,
included in Part II, Item 7 of this report.
4
2021 Form 10-K
From 1990 through 2020, we achieved 31 consecutive years of positive same-store sales growth. As a
result of the unusually high sales results we experienced in 2020, we did not achieve positive same-store sales
growth in 2021. Notwithstanding the unusual circumstances of 2020 and 2021, we believe that this consistent
growth over many years, which has taken place in a variety of economic conditions, is a result of our compelling
value and convenience proposition, although no assurances can be given that we will achieve positive same-store
sales growth in any given year.
Compelling Value and Convenience Proposition. Our ability to deliver highly competitive prices in
convenient locations and our easy “in and out” shopping format create a compelling shopping experience that we
believe distinguishes us from other discount retailers as well as convenience, drug, grocery, online and mass
merchant retailers. Our slogan “Save time. Save money. Every day(cid:4)”(cid:138) summari(cid:93)es our appeal to customers. (cid:58)e
believe our ability to effectively deliver both value and convenience allows us to succeed in small markets with
limited shopping alternatives, as well as in larger and more competitive markets. Our value and convenience
proposition is evidenced by the following attributes of our business model:
•
•
•
Everyday Low Prices on Quality Merchandise. Our research indicates that we offer a price
advantage over most food and drug retailers and that our prices are competitive with even the
largest discount retailers. Our ability to offer everyday low prices on quality merchandise is
supported by our low-cost operating structure and our strategy to maintain a limited number of
items per merchandise category, which we believe helps us maintain strong purchasing power. (cid:58)e
offer nationally advertised brands at these everyday low prices in addition to offering our own
private brands at substantially lower prices.
Convenient Locations. Our stores are conveniently located in a variety of rural, suburban and
urban communities. (cid:58)e seek to locate our stores in close proximity to our customers, which helps
drive customer loyalty and trip frequency and makes us an attractive alternative to large discount
and other large-box retail and grocery stores.
Time-Saving Shopping Experience. (cid:58)e strive to provide customers with a highly convenient, easy
to navigate shopping experience. Our small-box stores make it easier to get in and out quickly, and
our digital tools and offerings help drive even greater convenience and additional access points.
Our product offering includes most necessities, such as basic packaged and refrigerated or fro(cid:93)en
food and dairy products, cleaning supplies, paper products, health and beauty care items, greeting
cards and other stationery items, basic apparel, housewares, hardware and automotive supplies,
among others. Our convenient hours and broad merchandise offering allow our customers to fulfill
their requirements for basic goods and minimi(cid:93)e their need to shop elsewhere.
Substantial Growth Opportunities. (cid:58)e believe we have substantial long-term growth potential in the (cid:56).S.,
and we have identified significant opportunities to add new stores in both existing and new markets, which include
our new pOpshelf concept. In addition, we have opportunities to relocate or remodel locations within our existing
store base to better serve our customers. Our attractive store economics, including a relatively low initial investment
and simple, low-cost operating model, and our variety of store formats have allowed us to grow our store base to
current levels and provide us significant opportunities to continue our profitable store growth strategy.
Our Merchandise
(cid:58)e offer a focused assortment of everyday necessities, which we believe helps to drive frequent customer
visits, and key items in a broad range of general merchandise categories. Our product assortment provides the
opportunity for our customers to address most of their basic shopping needs with one trip. (cid:58)e offer a wide selection
of nationally advertised brands from leading manufacturers. Additionally, our private brand products offer even
greater value with options to purchase both products that are of comparable quality to national brands as well as
opening price point items, each at substantial discounts to the national brands.
Consumables is our largest merchandise category and includes paper and cleaning products (such as paper
towels, bath tissue, paper dinnerware, trash and storage bags, disinfectants, and laundry)(cid:30) packaged food (such as
2021 Form 10-K
5
cereals, pasta, canned soups, fruits and vegetables, condiments, spices, sugar and flour)(cid:30) perishables (such as milk,
eggs, bread, refrigerated and fro(cid:93)en food, beer and wine)(cid:30) snacks (such as candy, cookies, crackers, salty snacks and
carbonated beverages)(cid:30) health and beauty (such as over-the-counter medicines and personal care products including
soap, body wash, shampoo, cosmetics, dental hygiene and foot care products)(cid:30) pet (such as pet supplies and pet
food)(cid:30) and tobacco products.
Seasonal products include holiday items, toys, batteries, small electronics, greeting cards, stationery,
prepaid phones and accessories, gardening supplies, hardware, automotive and home office supplies.
(cid:43)ome products include kitchen supplies, cookware, small appliances, light bulbs, storage containers,
frames, candles, craft supplies and kitchen, bed and bath soft goods.
Apparel includes casual everyday apparel for infants, toddlers, girls, boys, women and men, as well as
socks, underwear, disposable diapers, shoes and accessories.
The percentage of net sales of each of our four categories of merchandise for the fiscal years indicated
below was as follows:
Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seasonal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:43)ome products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 2020 2019
76.7 % 76.8 % 78.0 %
12.2 % 12.1 % 11.7 %
6.5 % 5.8 %
6.8 %
4.6 % 4.5 %
4.3 %
Our seasonal and home products categories typically account for the highest gross profit margins, and the
consumables category typically accounts for the lowest gross profit margin.
The Dollar General Store
The typical Dollar General store is operated by a store manager, one or more assistant store managers, and
three or more sales associates. Our stores generally feature a low-cost, no frills building with limited maintenance
capital, low operating costs, and a focused merchandise offering within a broad range of categories, allowing us to
deliver low retail prices while generating strong cash flows and capital investment returns. Our stores currently
average approximately 7,400 square feet of selling space, and approximately 75% of our stores are located in towns
of 20,000 or fewer people. (cid:37)eginning in 2021, our primary new store format averages approximately 8,500 square
feet of selling space. (cid:58)e generally have had good success in locating suitable store sites in the past, and we believe
that there is ample opportunity for new store growth in existing and new markets. In addition, we believe we have
significant opportunities available for our relocation and remodel programs.
Our store growth over the past three years is summari(cid:93)ed in the following table:
Year
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Our Customers
Stores at
Beginning
Net
Stores Stores
of Year Opened Closed
67
15,370
101
16,278
97
17,177
975
1,000
1,050
Store
Stores at
Increase End of Year
16,278
17,177
18,130
908
899
953
Our customers seek value and convenience. Depending on their financial situation and geographic
proximity, customers’ reliance on Dollar General varies from fill-in shopping, to making periodic trips to stock up
on household items, to making weekly or more frequent trips to meet most essential needs. (cid:58)e generally locate our
stores and plan our merchandise selections to best serve the needs of our core customers, the low and fixed income
households often underserved by other retailers (including grocers), and we are focused on helping them make the
most of their spending dollars. At the same time, however, Dollar General shoppers from a wide range of income
6
2021 Form 10-K
brackets and life stages appreciate our quality merchandise as well as our attractive value and convenience
proposition.
Our Suppliers
(cid:58)e purchase merchandise from a wide variety of suppliers and maintain direct buying relationships with
many producers of national brand merchandise. Despite our broad offering, we maintain only a limited number of
items per category, allowing us to keep our average costs low. Our two largest suppliers accounted for
approximately 9% and 8%, respectively, of our purchases in 2021. Our private brands come from a wide variety of
suppliers. (cid:58)e directly imported approximately 6% of our purchases at cost in 2021.
In 2020 and 2021, CO(cid:57)ID-19 and its impacts caused disruptions in our supply chain, at times making it
more difficult to obtain certain products in sufficient quantities to meet customer demand and increasing distribution
and transportation costs. (cid:58)e anticipate these CO(cid:57)ID-19 effects to persist to some degree, although the ultimate
extent and duration of the CO(cid:57)ID-19 pandemic and its effects are unknown. Prior to 2020, we had generally been
able to obtain sufficient quantities of core merchandise and in cases where one or more of our current sources of
supply became unavailable, we generally had been able to obtain alternative sources. In situations where it becomes
necessary to secure alternative sources, we may experience increased merchandise costs and supply chain lead time
and expenses, a temporary reduction in store inventory levels, and reduced product selection or quality. An inability
to obtain alternative sources could adversely affect our sales.
Distribution and Transportation
Our stores are currently supported by distribution centers for both refrigerated and non-refrigerated
merchandise located strategically throughout our geographic footprint. (cid:58)e lease additional temporary warehouse
space as necessary to support our distribution needs. In addition to our traditional distribution centers, we now
operate multiple temperature-controlled distribution facilities in support of “DG Fresh”, our strategic, multi-phased
shift to self-distribution of fro(cid:93)en and refrigerated goods, such as dairy, deli and fro(cid:93)en products. (cid:58)e regularly
analy(cid:93)e and rebalance the network to ensure that it remains efficient and provides the service levels our stores
require. See “(cid:178)Properties” below for additional information pertaining to our distribution centers.
Most of our merchandise flows through our distribution centers and is delivered to our stores by our private
fleet and by third-party trucking firms, utili(cid:93)ing our trailers. In addition, vendors or third-party distributors deliver or
ship certain food items and other merchandise directly to our stores.
Seasonality
The nature of our business is somewhat seasonal. Generally, our operating profit has been greater in the
fourth quarter, which includes the Christmas selling season, as compared with operating profit in each of the first
three quarters of our fiscal year. In addition, our quarterly results can be affected by the timing of certain holidays,
new store openings, remodels, relocations and store closings. Consumer behavior driven by the CO(cid:57)ID-19
pandemic and its accompanying impacts has resulted in a departure from seasonal norms we have experienced in
recent years and may continue to disrupt the historical quarterly cadence of our results of operations for an unknown
period of time.
Our Competition
(cid:58)e operate in the basic discount consumer goods market, which is highly competitive with respect to price,
customers, store location, merchandise quality, assortment and presentation, service offerings, in-stock consistency,
customer service, promotional activity, employees, and market share. (cid:58)e compete with discount stores and many
other retailers, including mass merchandise, warehouse club, grocery, drug, convenience, variety, online, and certain
specialty stores. These other retail companies operate stores in many of the areas where we operate, and many of
them engage in extensive advertising and marketing efforts. Our direct competitors include Family Dollar, Dollar
Tree, (cid:37)ig Lots, 99 Cents Only and various local, independent operators, as well as (cid:58)almart, Target, Kroger, Aldi,
(cid:58)algreens, C(cid:57)S, and Rite Aid, among others. Certain of our competitors have greater financial, distribution,
2021 Form 10-K
7
marketing and other resources than we do and may be able to secure better arrangements from suppliers than we
can. Competition is intense and we believe it will continue to be so, with certain competitors reducing their store
locations while others move into or increase their presence in our geographic and product markets and increase the
availability of mobile, web-based and other digital technology to facilitate a more convenient and competitive online
and in-store customer shopping experience.
(cid:58)e believe that we differentiate ourselves from other forms of retailing by offering consistently low prices
in a convenient, small-store format. (cid:58)e are able to maintain competitive prices due in part to our low-cost operating
structure and the relatively limited assortment of products offered. Purchasing large volumes of merchandise within
our focused assortment in each merchandise category allows us to keep our average product costs low, contributing
to our ability to offer competitive everyday low prices to our customers. See “(cid:178)Our (cid:37)usiness Model” above for
further discussion of our competitive situation.
Our Intellectual Property
(cid:58)e own marks that are registered with the (cid:56)nited States Patent and Trademark Office and are protected
under applicable intellectual property laws, including, without limitation, Dollar General(cid:138), DG(cid:138), Clover (cid:57)alley(cid:138),
trueliving(cid:138), and pOpshelf(cid:138) along with variations and formatives of these trademarks. (cid:58)e attempt to obtain
registration of our trademarks whenever practicable and to pursue vigorously any infringement of those marks. Our
trademark registrations have various expiration dates(cid:30) however, assuming that the trademark registrations are
properly renewed, they have a perpetual duration. (cid:58)e also hold an exclusive license to the Rexall brand through at
least March 5, 2029 and the (cid:37)elieve (cid:37)eauty brand through at least March 18, 2025.
Human Capital Resources
At Dollar General, a foundational element in how we operate is exemplified in our fourth operating priority
(cid:177) Investing in our diverse teams through development, empowerment and inclusion. (cid:37)uilding on our core value of
respecting the dignity and differences of others, our goal is to create a work environment where each employee is
encouraged and empowered to bring their unique perspective and voice to work each day. (cid:37)ased on a talent
philosophy of “Attract, Develop, and Retain”, whether an individual works in a store, a distribution center, our store
support center or our international offices, over the last 80(cid:14) years, we have helped millions of individuals start and
progress in their careers, providing employees with numerous opportunities to gain new skills and develop their
talents, supported by our award-winning training and development programs.
Attract
(cid:58)e seek to provide market competitive compensation and benefits packages that attract talent to the
organi(cid:93)ation and then retain and incent employees for performance. Although eligibility for and the level of benefits
vary depending on the employee’s full-time or part-time status, compensation level, date of hire, and(cid:18)or length of
service, the broad range of benefits we provide or make available may include: medical, prescription, telemedicine,
dental and vision plans(cid:30) flexible spending accounts(cid:30) disability insurance(cid:30) 401(k) plan(cid:30) paid vacation(cid:30) employee
assistance program with access to legal assistance and counseling(cid:30) healthy lifestyle and disease management
programs(cid:30) education assistance benefits(cid:30) parental leave(cid:30) adoption assistance(cid:30) service award recognition(cid:30) and a broad
range of discounts for other products and services. To help measure the success of our overall employee
compensation and benefits programs, we monitor employee applicant flow and staffing levels across the
organi(cid:93)ation, as well as employee turnover, particularly at the store manager level.
Develop
As a testament to our employee development efforts, in February 2021 we were inducted into Training
maga(cid:93)ine’s (cid:43)all of Fame, following two consecutive years as the maga(cid:93)ine’s top training and development program
and rounding out 10 consecutive years among its Top 100 list. In 2021, we estimate we invested over three million
training hours in our employees to promote their education and development.
8
2021 Form 10-K
Our internal promotion rate helps us measure the success of our development programs. As of
February 25, 2022, we employed approximately 163,000 full-time and part-time employees, including divisional and
regional managers, district managers, store managers, other store personnel, and distribution center, fleet and
administrative personnel. As of the end of 2021, approximately 76% of store managers and thousands of additional
employees, including several members of our senior leadership, have been promoted from within our organi(cid:93)ation.
Retain
To ensure we are creating an environment where our employees feel respected, safe, empowered, and
motivated, we regularly monitor retention and engagement levels across the organi(cid:93)ation through a variety of means,
working to understand what is important to our employees and how we can best continue to meet their evolving
needs.
Compliance with Go(cid:89)ernmental Regulations
Our operations are subject to the applicable federal, state, local and foreign laws, rules, and regulations of
the jurisdictions in which we operate or conduct business. These laws, rules and regulations relate to, among other
things, the sale of products, including without limitation product and food safety, marketing and labeling(cid:30)
information security and privacy(cid:30) labor and employment(cid:30) employee wages and benefits(cid:30) health and safety(cid:30) real
property(cid:30) public accommodations(cid:30) anti-bribery(cid:30) financial reporting and disclosure(cid:30) antitrust and fair competition(cid:30)
anti money laundering(cid:30) transportation(cid:30) imports and customs(cid:30) intellectual property(cid:30) taxes(cid:30) and environmental
compliance.
Although we routinely incur significant costs in complying with the laws and regulations applicable to the
Company, and we can make no guarantees that future such costs will not be material, to date, compliance with these
laws, rules and regulations has not had a material adverse effect on our capital expenditures, earnings or competitive
position. Many of our entry-level store employees are paid at rates in line with the applicable state minimum wage,
and consequently, in certain situations, increases to such wage rates have increased our labor costs. If federal, state
and(cid:18)or local minimum wage rates(cid:18)salary levels were to increase significantly and(cid:18)or rapidly, compliance with such
increases could adversely affect our earnings. Additionally, if significant changes in the federal, state or foreign
corporate tax rates occur in the future, such change could adversely affect our overall effective tax rate and earnings.
See “Risk Factors” in Part I, Item 1A for additional information regarding government regulations that could impact
our business.
A(cid:89)ailable Information
Our Internet website address is www.dollargeneral.com. The information on our website is not
incorporated by reference into, and is not a part of, this Form 10-K. (cid:58)e file with or furnish to the Securities and
Exchange Commission (the “SEC”) annual reports on Form 10-K, quarterly reports on Form 10-(cid:52), current reports
on Form 8-K, and amendments to those reports, proxy statements and annual reports to shareholders, and, from time
to time, registration statements and other documents. These documents are available free of charge to investors on or
through the Investor Information section of our website (https:(cid:18)(cid:18)investor.dollargeneral.com) as soon as reasonably
practicable after we electronically file them with or furnish them to the SEC. The SEC also maintains an internet site
that contains reports, proxy and information statements and other information regarding issuers, such as Dollar
General, that file electronically with the SEC. The address of that website is http:(cid:18)(cid:18)www.sec.gov.
2021 Form 10-K
9
ITEM 1A. RISK FACTORS
Investment in our Company involves risks. You should carefully consider the risks described below and the
other information in this report and other filings that we make from time to time with the SEC, including our
consolidated financial statements and accompanying notes. Any of the following risks could materially and
adversely affect our business, financial condition, results of operations or liquidity. These risks are not the only risks
we face. Our business, financial condition, results of operations or liquidity could also be adversely affected by
additional factors that apply to all companies generally or by risks not currently known to us or that we currently
view to be immaterial. (cid:58)e can provide no assurance and make no representation that our risk mitigation efforts,
although we believe they are reasonable, will be successful.
Business, Strategic and Competiti(cid:89)e Risks
The COVID-19 pandemic has continued to impact our business, financial performance and financial
condition and could have a material adverse impact on our business, financial performance and financial
condition in the future.
The CO(cid:57)ID-19 pandemic has resulted in widespread and continuing adverse impacts on, and volatility in,
the global economy and has continued to impact our business, employees, customers, suppliers, and other business
partners. Considerable uncertainty exists regarding the extent to which the CO(cid:57)ID-19 pandemic’s existing and new
variants will continue, as well as the scope, duration and effectiveness of continued measures directed at
containment and mitigation of the virus, including travel bans and restrictions, quarantines, school closures,
vaccination rollouts (including any boosters), vaccine and(cid:18)or testing initiatives and mandates, restrictions on large
gatherings and social distancing directives, and business and government restrictions and shutdowns. These
measures taken by national, state and local government authorities to date have had serious adverse impacts on
domestic and foreign economies and could have a significant adverse impact on our core customer and her spending
for an unknown length of time. The timing, scope and potential effect of any additional economic stabili(cid:93)ation
efforts, including additional government stimulus payments, food(cid:18)nutrition assistance and enhanced unemployment
benefits, is uncertain. If customer spending on the goods we sell declines as a result of some or all of these factors,
there could be a material adverse impact on our business and results of operations.
(cid:58)e have been classified as an essential business in all locations where we operate, and as such, our stores
generally have remained open to serve our customers. (cid:58)hile none of the below has resulted in an overall material
adverse impact on our business, financial performance or financial condition to date, we have experienced or are
experiencing certain effects of the CO(cid:57)ID-19 pandemic, including but not limited to, the following:
• Supply chain disruptions and capacity constraints, including shipping and procurement delays of
certain goods from international and domestic shipping origins, delivery delays to our stores as a result
of staffing challenges (including CO(cid:57)ID-19-related absenteeism) in certain of our distribution centers
and vendor restrictions on their sale to us of a significant percentage of certain of our core products(cid:30)
• Reduced or no availability of certain products in our stores as a result of supply chain disruptions
•
outlined above and extremely high customer demand for certain products which has outpaced available
supply(cid:30)
Increased distribution and transportation costs as a result of the effects outlined above, increased
carrier rates and greater driver shortages, increased importing expense, increased overtime pay
expenses due to reduced labor availability, and demand for transportation services outpacing carrier
supply(cid:30)
• Delayed store openings as a result of delays in store equipment, inventory deliveries or availability,
and entitlement processes(cid:30)
• Temporary store and distribution center closings in order to allow for deep cleanings as needed(cid:30)
•
Increased incremental expenses for certain items, including supplies for enhanced cleaning protocols
and personal protective equipment for employees in stores, distribution centers and corporate
headquarters (e.g., gloves, masks, hand saniti(cid:93)er)(cid:30)
In addition to the additional distribution overtime discussed above, increased labor expenses as a result
of awarding employee appreciation bonuses, significantly increasing our hiring of new store
•
10
2021 Form 10-K
employees, and the increased workload associated with the incremental sales volume or inconsistent
deliveries from our distribution centers to our stores(cid:30) and
• CO(cid:57)ID-19 and remote-work oriented phishing and similar cybersecurity attack attempts.
Depending on the duration and severity of the CO(cid:57)ID-19 pandemic, including whether there are additional
“waves”, other additional periods of increases or spikes in the number of CO(cid:57)ID-19 cases or variants thereof and
the availability, acceptance and efficacy of medical treatments, vaccines (including both adult and pediatric booster
vaccines), effect of vaccine and(cid:18)or testing mandates and related regulations, which are uncertain and cannot be
predicted, as well as governmental authorities’ responses and requirements related to the pandemic, including the
pace and extent of the easing or removal of restrictions on businesses and customers or the reinstitution of more
stringent regulations, these experienced effects could have a material adverse impact on our business, financial
performance and financial condition in the future if they increase in number, duration, and(cid:18)or magnitude. (cid:58)e also
could experience other effects that could aggravate or increase the likelihood of the risk factors set forth herein
and(cid:18)or result in a material adverse impact on our business, financial performance or financial condition, including
but not limited to, the financial difficulties experienced by our suppliers or business partners, including the financial
failure of one or more of our international steamship line vendors resulting in our inability to obtain our purchased
goods in their possession(cid:30) increased operating costs as a result of increased government regulations and mandates
requiring us to provide wage increases or premiums to frontline employees, personal protective equipment or
personal hygiene supplies to customers or to increase store and distribution center cleaning protocols, as well as
store and(cid:18)or distribution center closures as a result of increased government enforcement of any such new
regulations and mandates(cid:30) increased litigation expenses resulting from employee or customer lawsuits, including
those related to the Company’s CO(cid:57)ID-19 response and alleged employee or customer contraction(cid:30) increased
insurance costs, medical claims costs and workers’ compensation claim costs and the impact of regulatory and
judicial changes in liability for workers’ compensation(cid:30) and damage to our reputation if our response to the CO(cid:57)ID-
19 pandemic is perceived as inadequate or inappropriate. Additionally, the CO(cid:57)ID-19 pandemic’s new and existing
variants may cause or accelerate a shift in our core customer’s behaviors, expectations and shopping trends, which
could result in lost sales and market share if we are not able to successfully increase the pace of our strategic
initiatives development, particularly our digital strategic initiatives, and if our current digital shopping offerings do
not continue to compete effectively.
The extent to which the CO(cid:57)ID-19 pandemic ultimately impacts our business, financial performance and
financial condition will depend on future developments, which are highly uncertain and cannot be predicted,
including, but not limited to, the duration and spread of the outbreak (and any variants thereof), its severity, the
actions to contain and mitigate the virus or treat its impact, and how quickly and to what extent normal economic
and operating conditions can resume. As a result, we may not be able to identify all risks ultimately faced from the
CO(cid:57)ID-19 pandemic and its aftermath.
Economic factors may reduce our customers’ spending, impair our ability to execute our strategies and
initiatives, and increase our costs and expenses, which could result in materially decreased sales and/or
profitability.
Many of our customers have fixed or low incomes and limited discretionary spending dollars. Any factor
that could adversely affect their disposable income could decrease our customers’ spending or cause them to shift
their spending to our lower margin product choices, which could result in materially decreased sales and(cid:18)or
profitability. Factors that could reduce our customers’ disposable income include but are not limited to high
unemployment or underemployment levels or decline in real wages(cid:30) inflation(cid:30) pandemics (such as the CO(cid:57)ID-19
pandemic)(cid:30) higher fuel, energy, healthcare and housing costs, interest rates, consumer debt levels, and tax rates(cid:30) tax
law changes that negatively affect credits and refunds(cid:30) lack of available credit(cid:30) and decreases in, or elimination of,
government stimulus programs or subsidies such as unemployment, food(cid:18)nutrition assistance programs, and the
Child Tax Credit.
Many of the economic factors listed above, as well as commodity rates(cid:30) transportation, lease and insurance
costs(cid:30) wage rates (including the heightened possibility of increased federal, state and(cid:18)or local minimum wage rates)(cid:30)
foreign exchange rate fluctuations(cid:30) measures that create barriers to or increase the costs of international trade
(including increased import duties or tariffs)(cid:30) changes in applicable laws and regulations (including tax laws related
2021 Form 10-K
11
to the corporate tax rate)(cid:30) and other economic factors, also could impair our ability to successfully execute our
strategies and initiatives, as well as increase our cost of goods sold and selling, general and administrative expenses
(including real estate costs), and may have other adverse consequences that we are unable to fully anticipate or
control, all of which may materially decrease our sales or profitability.
Our plans depend significantly on strategies and initiatives designed to increase sales and profitability
and improve the efficiencies, costs and effectiveness of our operations, and failure to achieve or sustain these
plans could materially affect our results of operations.
(cid:58)e have short-term and long-term strategies and initiatives (such as those relating to merchandising, real
estate and new store development, international expansion, store formats and concepts, digital, marketing, health
services, shrink, sourcing, private brand, inventory management, supply chain, store operations, expense reduction,
and technology) in various stages of testing, evaluation, and implementation, which are designed to continue to
improve our results of operations and financial condition. The effectiveness of these initiatives is inherently
uncertain, even when tested successfully, and is dependent on consistency of training and execution, workforce
stability, ease of execution and scalability, and the absence of offsetting factors that can influence results adversely.
The number and diverse geographic locations of our stores and distribution centers and our decentrali(cid:93)ed field
management also contribute to the challenging nature of these factors. Other risk factors described herein also could
negatively affect general implementation. Failure to achieve successful or cost-effective implementation of our
initiatives could materially and adversely affect our business, results of operations and financial condition.
The success of our merchandising initiatives, particularly our non-consumable initiatives (including our
new pOpshelf concept) and efforts to increase sales of higher margin products within the consumables category,
further depends in part upon our ability to predict the products that our customers will demand and to identify and
timely respond to evolving trends in consumer preferences and demographic mixes in our markets. If we are unable
to select and timely obtain products that are attractive to customers and at costs that allow us to sell them at an
acceptable profit, or to effectively market such products, it could result in materially decreased sales and
profitability.
The success of our cold chain self-distribution initiative, DG Fresh, further depends in part on the
availability of certain supply chain resources, including temperature-controlled distribution centers, refrigerated
transportation equipment, and drivers. The success of our Fast Track initiative, which is designed to enhance our in-
store labor productivity, on-shelf availability and customer convenience, further depends in part on successful
acquisition, implementation and maintenance of the necessary hardware and technology, continued customer interest
and adoption of self-checkout, our ability to gain cost efficiencies and control shrink levels from the initiative, and
vendor cooperation. The success of DG Media Network, which is our platform for connecting brand partners with
our customers to drive even greater value for each, further depends on our ability to successfully gather target
customer audiences that deliver consistent, predictable and beneficial returns on advertising spending so as to
generate interest and demand from our brand partners, as well as to properly handle and secure all sensitive
customer data.
We face intense competition that could limit our growth opportunities and materially and adversely
affect our results of operations and financial condition.
The retail business is highly competitive with respect to price, customers, store location, merchandise
quality, product assortment and presentation, service offerings, product sourcing and supply chain capacity, in-stock
consistency, customer service, ease of shopping experience, promotional activity, employees, and market share. (cid:58)e
compete with discount stores and many other retailers, including mass merchandise, warehouse club, grocery, drug,
convenience, variety, online retailers, and certain specialty stores. To maintain our competitive position, we may be
required to lower prices, either temporarily or permanently, and may have limited ability to increase prices in
response to increased costs, resulting in lower margins and reduced profitability. Certain of our competitors have
greater financial, distribution, marketing and other resources, and may be able to secure better arrangements with
suppliers, than we.
12
2021 Form 10-K
Competition is intense, and is expected to continue to be so, with certain competitors reducing their store
locations while others enter or increase their presence in our geographic and product markets (including through the
expansion of availability of delivery services) and expand availability of mobile, web-based and other digital
technologies to facilitate a more convenient and competitive online and in-store shopping experience. If our
competitors or others were to enter our industry in a significant way, including through alliances or other business
combinations, it could significantly alter the competitive dynamics of the retail marketplace and result in
competitors with greatly improved competitive positions, which could materially affect our financial performance.
Our ability to effectively compete will depend substantially upon our continued ability to develop and execute
compelling and cost-effective strategies and initiatives. If we fail to anticipate or respond effectively to competitive
pressures and industry changes, it could materially affect our results of operations and financial condition.
Operational Risks
If we cannot timely and cost-effectively execute our real estate projects and meet our financial
expectations, or if we do not anticipate or successfully address the challenges imposed by our expansion,
including into new countries or domestic markets, states, or urban or suburban areas, it could materially impede
our planned future growth and our profitability.
Delays in or failure to complete a significant portion of our real estate projects, or failure to meet our
financial expectations for these projects, could materially and adversely affect our growth and our profitability. Our
ability to timely open, relocate and remodel profitable stores and expand into additional market areas is a key
component of our planned future growth and may depend in part on: the availability of suitable store locations and
capital funding(cid:30) the absence of entitlement process or occupancy delays, including (cid:93)oning restrictions and moratoria
on small box discount retail development such as those passed by certain local governments in areas where we
operate or seek to operate(cid:30) supply chain volatility resulting in delivery delays, and in some cases, lack of availability
of store equipment, building materials, and store merchandise for resale(cid:30) the ability to negotiate acceptable lease and
development terms (for example, real estate development requirements and cost of building materials and labor), to
cost-effectively hire and train qualified new personnel, especially store managers, and to identify and accurately
assess sufficient customer demand(cid:30) and general economic conditions. (cid:58)hile we have experienced certain of these
factors at heightened levels in fiscal 2021, to date, they have not materially impaired our ability to complete our
planned real estate projects or growth, and thus, have not had a material adverse effect on our financial performance.
(cid:43)owever, if the heightened levels which we have recently experienced increase or are sustained for an extended
period of time, we expect that they could have a material adverse effect on our ability to complete our future planned
real estate projects or growth, and in turn, a material adverse effect on our financial performance.
(cid:58)e also may not anticipate or successfully address all of the challenges imposed by the expansion of our
operations (including our new pOpshelf store concept), including into new countries or domestic markets, states or
urban or suburban areas where we have limited or no meaningful experience or brand recognition. Those areas may
have different regulatory environments, competitive and market conditions, consumer tastes and discretionary
spending patterns than our existing markets, as well as higher cost of entry and operating costs. These factors may
cause our new stores to be less profitable than stores in our existing markets, which could slow future growth in
these areas. In addition, many new stores will be located in areas where we have existing stores, which inadvertently
may temporarily or permanently divert a larger than anticipated number of customers and sales from our existing
stores, thereby adversely affecting our overall financial performance.
Inventory shrinkage may negatively affect our results of operations and financial condition.
(cid:58)e experience significant inventory shrinkage. Although some level of inventory shrinkage is an
unavoidable cost of doing business, higher rates of inventory shrinkage or increased security or other costs to
combat inventory theft could adversely affect our results of operations and financial condition. There can be no
assurance that we will be successful in our efforts to contain or reduce inventory shrinkage.
2021 Form 10-K
13
Our cash flows from operations, profitability and financial condition may be negatively affected if we
are not successful in managing our inventory balances.
Our inventory balance represented approximately 52% of our total assets exclusive of goodwill, operating
lease assets, and other intangible assets as of January 28, 2022. Efficient inventory management is a key component
of our business success and profitability. (cid:58)e must maintain sufficient inventory levels and an appropriate product
mix to meet our customers’ demands without allowing those levels to increase such that the costs to store and hold
the goods unduly impacts our financial results or increases the risk of inventory shrinkage. If we do not accurately
predict customer trends, spending levels, or price sensitivity, we may have to take unanticipated markdowns to
dispose of the excess inventory, which also can adversely affect our financial results. (cid:58)e continue to focus on ways
to reduce these risks, but we cannot make assurances that we will be successful in our inventory management. If we
are not successful in managing our inventory balances, our cash flows from operations and financial condition may
be negatively affected.
Failure to maintain the security of our business, customer, employee or vendor information or to comply
with privacy laws could expose us to litigation, government enforcement actions and costly response measures,
and could materially harm our reputation and affect our business and financial performance.
In connection with sales, we transmit confidential credit and debit card information which is encrypted
using point-to-point encryption. (cid:58)e also have access to, collect or maintain certain private or confidential
information regarding our customers, employees and their dependents, and vendors, as well as our business. Some
of this information is stored electronically in connection with our e-commerce and mobile applications, some of
which may leverage third-party service providers. Additionally, we may share information with and depend upon
select vendors to assist us in conducting our business. (cid:58)hile we have implemented procedures and technology
intended to protect such information and require appropriate controls of our vendors, external attackers could
compromise such controls and result in unauthori(cid:93)ed disclosure of such information, as attacks are becoming
increasingly sophisticated, may include attacks on our third-party business partners, and do not always or
immediately produce detectable indicators of compromise. Moreover, inadvertent or malicious internal personnel
actions could result in a defeat of security measures and a compromise of our or our third-party vendors’
information systems. Furthermore, if a vendor is the victim of a cyberattack, including a ransomware attack, such
attack could have a corresponding material effect on our ability to do business with that vendor or to receive
information that may be required to timely prepare our financial statements. Due to the political uncertainty
involving Russia and (cid:56)kraine, there is an increased likelihood that escalation of tensions could result in cyberattacks
that could either directly or indirectly impact our operations. Like other retailers, we and our vendors have
experienced threats to, and incidents involving, data and systems, including by perpetrators of attempted random or
targeted malicious attacks(cid:30) computer malware, ransomware, bots, or other destructive or disruptive software(cid:30) and
attempts to misappropriate our information and cause system failures and disruptions although to date none have
been material to our business. If attackers obtain customer, employee or vendor passwords through unrelated third-
party breaches, and if impacted customers, employees, or vendors do not employ good online security practices
(e.g., use the same password across different sites or do not use multifactor authentication), these passwords could
be used to gain access to their information or accounts with us in certain situations.
(cid:37)ecause we accept debit and credit cards for payment, we are subject to industry data protection standards
and protocols, such as the Payment Card Industry Data Security Standards, issued by the Payment Card Industry
Security Standards Council. Nonetheless, we may be vulnerable to, and unable to detect and appropriately respond
to, cardholder data security breaches and data loss, including successful attacks on applications, systems, or
networks.
A significant security breach of any kind experienced by us or one of our vendors, which could be
undetected for a period of time, or a significant failure by us or one of our vendors to comply with applicable
privacy and information security laws, regulations and standards could expose us to risks of data loss, litigation,
government enforcement actions, fines or penalties, credit card brand assessments, negative publicity and
reputational harm, business disruption and costly response measures (e.g., providing notification to, and credit
monitoring services for, affected individuals, as well as further upgrades to our security measures(cid:30) procuring a
replacement vendor if one of our current vendors is unable to fulfill its obligations to us due to a cyberattack or
14
2021 Form 10-K
incident) which may not be covered by or may exceed the coverage limits of our insurance policies, and could
materially disrupt our operations. Any resulting negative publicity could significantly harm our reputation which
could cause us to lose market share as a result of customers discontinuing the use of our e-commerce and mobile
applications or debit or credit cards in our stores or not shopping in our stores altogether and could materially and
adversely affect our business and financial performance.
Material damage or interruptions to our information systems as a result of external factors, staffing
shortages or challenges in maintaining or updating our existing technology or developing or implementing new
technology could materially and adversely affect our business and results of operations.
(cid:58)e depend on a variety of information technology systems, including systems owned and managed by
third-party vendors, for the efficient functioning of our business, including, without limitation, transaction
processing and the management of our employees, facilities, logistics, inventories, stores and customer-facing digital
applications and operations. Our technology initiatives may not deliver desired results or may do so on a delayed
schedule. Additionally, such systems are subject to damage or interruption from power surges and outages, facility
damage, physical theft, computer and telecommunications failures, inadequate or ineffective redundancy, malicious
code (including malware, ransomware, or similar), successful attacks (e.g., account compromise(cid:30) phishing(cid:30) denial of
service(cid:30) and application, network or system vulnerability exploitation), software upgrade failures or code defects,
natural disasters and human error. Due to the political uncertainty involving Russia and (cid:56)kraine, there is an
increased likelihood that escalation of tensions could result in cyberattacks that could either directly or indirectly
impact our operations. Design defects, damage to, or interruption to these systems may require a significant
investment to repair or replace, disrupt our operations and affect our ability to meet business and reporting
requirements, result in the loss or corruption of critical data, and harm our reputation, all of which could materially
and adversely affect our business or results of operations.
(cid:58)e also rely heavily on our information technology staff. Failure to meet these staffing needs may
negatively affect our ability to fulfill our technology initiatives while continuing to provide maintenance on existing
systems. (cid:58)e rely on third parties to maintain and periodically upgrade many of these systems so that they can
continue to support our business. (cid:58)e license the software programs supporting many of our systems from
independent software developers. The inability of these vendors, developers or us to continue to maintain and
upgrade these systems and software programs could disrupt or reduce the efficiency of our operations or retain
vulnerability exploitation risk if we were unable to convert to alternate systems in an efficient and timely manner
and could expose us to greater risk of a successful attack. In addition, costs and delays associated with the
implementation of new or upgraded systems and technology, including the migration of applications to the cloud or
our current implementation of our new point of sale system, or with maintenance or adequate support of existing
systems also could disrupt or reduce the efficiency of our operations, fail to operate as designed, result in the
potential loss or corruption of data or information, disrupt operations and affect our ability to meet business and
reporting requirements and adversely affect our profitability.
A significant disruption to our distribution network, the capacity of our distribution centers or the timely
receipt of inventory could adversely affect sales or increase our transportation costs, which would decrease our
profitability.
(cid:58)e rely on our distribution and transportation network to provide goods to our stores timely and
cost - effectively. (cid:56)sing various transportation modes, including ocean, rail, and truck, we and our vendors move
goods from vendor locations to our distribution centers and our stores. Any disruption, unanticipated or unusual
expense or operational failure related to this process could negatively impact sales and profits. (cid:58)e experienced in
fiscal 2021, and continue to experience, increased fuel costs, as well as inventory receipt and delivery delays and
increases in transportation costs (including increased import freight costs, and carrier and driver wages as a result of
driver shortages) as a result of a decrease in transportation capacity for overseas shipments, port closures or
congestion, and labor shortages. Labor shortages or work stoppages or slowdowns in the transportation industry or
disruptions to the national and international transportation infrastructure that necessitate our securing alternative
labor or shipping suppliers could also increase our costs or otherwise negatively affect our business. The CO(cid:57)ID-19
pandemic has disrupted the global and domestic transportation and distribution of goods and resulted in product
delivery delays and higher delivery prices. The supply chain disruptions that we have experienced to date as a result
2021 Form 10-K
15
of the CO(cid:57)ID-19 pandemic had a material negative impact on our financial results in fiscal 2021. Depending on the
continued extent and duration of these disruptions, our distribution network, results of operations (including sales) or
future business may continue to be materially and adversely impacted.
(cid:58)e maintain a network of distribution facilities and are moving forward with plans to build or lease new
facilities to support our growth objectives and strategic initiatives. Delays in opening such facilities could adversely
affect our financial performance by slowing store growth (including accelerated pOpshelf store growth plans) or the
rollout of certain strategic initiatives such as our DG Fresh initiative, which may in turn reduce revenue growth
and(cid:18)or profitability, or by increasing transportation and product costs. In addition, distribution-related construction
or expansion projects entail risks that could cause delays and cost overruns, such as: shortages of materials or skilled
labor(cid:30) work stoppages(cid:30) unforeseen construction, scheduling, engineering, environmental or geological problems(cid:30)
weather interference(cid:30) fires or other casualty losses(cid:30) and unanticipated cost increases. For these reasons, the
completion date and ultimate cost of these projects could differ significantly from initial expectations, and we cannot
guarantee that any project will be completed on time or within established budgets.
Risks associated with or faced by our suppliers could adversely affect our financial performance.
(cid:58)e source our merchandise from a wide variety of domestic and international suppliers, and we depend on
them to supply merchandise in a timely and efficient manner and in the large volumes that we may require. In 2021,
our two largest suppliers accounted for approximately 9% and 8% respectively, of our purchases. If one or more of
our current sources of supply became unavailable, we believe we generally would be able to obtain alternative
sources, but it could increase our merchandise costs and supply chain lead time and expenses, result in a temporary
reduction in store inventory levels, and reduce the selection and quality of our merchandise. An inability to obtain
alternative sources could materially decrease our sales. Additionally, if a supplier fails to deliver on its
commitments, we could experience merchandise out- of - stocks that could lead to lost sales and reputational harm.
Further, failure of suppliers to meet our compliance protocols could prolong our procurement lead time, resulting in
lost sales and adverse margin impact.
(cid:58)e directly imported approximately 6% of our purchases (measured at cost) in 2021, but many of our
domestic vendors directly import their products or components of their products. Changes to the prices and flow of
these goods often are for reasons beyond our control, such as political or civil unrest, acts of war, disruptive global
political events (for example, the current conflict between Russia and (cid:56)kraine), currency fluctuations, disruptions in
maritime lanes, port labor disputes, economic conditions and instability in countries in which foreign suppliers are
located, the financial instability of suppliers, failure to meet our terms and conditions or our standards, issues with
our suppliers’ labor practices or labor problems they may experience (such as strikes, stoppages or slowdowns,
which could also increase labor costs during and following the disruption), the availability and cost of raw materials,
pandemic outbreaks, merchandise quality or safety issues, transport availability and cost, increases in wage rates and
taxes, transport security, inflation, and other factors relating to suppliers and the countries in which they are located
or from which they import. Such changes could adversely affect our operations and profitability.
(cid:58)hile we are working to diversify our sources of imported goods, a substantial amount of our imported
merchandise comes from China, and thus, a change in the Chinese leadership, the effects of pandemic outbreaks
including CO(cid:57)ID-19, economic and market conditions, internal economic stimulus actions, or currency or other
policies, as well as trade relations between China and the (cid:56)nited States and increases in costs of labor, could
negatively impact our merchandise costs. (cid:58)e experienced delays in the receipt of certain goods from international
and domestic shipping origins as a result of the CO(cid:57)ID-19 pandemic and more general global supply chain
constraints in fiscal 2021. Depending on the continued extent and duration of these constraints and disruptions, our
supply chain, results of operations (including sales) or future business may be materially and adversely impacted. In
addition, the (cid:56)nited States’ foreign trade policies, duties, tariffs and other impositions on imported goods, trade
sanctions imposed on certain countries (particularly China) and entities, import limitations on certain types of goods
or of goods containing certain materials from other countries and other factors relating to foreign trade and port
labor agreements are beyond our control. These and other factors affecting our suppliers and our access to products
could adversely affect our business and financial performance. If we increase our product imports from foreign
vendors, the risks associated with these imports also will increase, and we may be exposed to additional or different
risks as we increase imports of goods produced in countries other than China.
16
2021 Form 10-K
Natural disasters and unusual weather conditions (whether or not caused by climate change), pandemic
outbreaks or other health crises, political or civil unrest, acts of war, violence or terrorism, and disruptive global
political events could disrupt business and result in lower sales and/or profitability and otherwise adversely affect
our financial performance.
The occurrence of one or more natural disasters, such as hurricanes, fires, floods, tornadoes and
earthquakes, unusual weather conditions, pandemic outbreaks or other health crises (including but not limited to the
CO(cid:57)ID-19 pandemic), political or civil unrest, acts of war, violence or terrorism (including within our stores,
distribution centers or other Company property), or disruptive global political events (for example, the current
conflict between Russia and (cid:56)kraine) or similar disruptions could adversely affect our reputation, business and
financial performance. If any of these events result in the closure, or a limitation on operating hours, of one or more
of our distribution centers, a significant number of stores, our sourcing offices, our corporate headquarters or data
center or impact one or more of our key suppliers, our operations and financial performance could be materially and
adversely affected through an inability or reduced ability to make deliveries, process payroll or provide other
support functions to our stores and through lost sales. These events also could affect consumer shopping patterns or
prevent customers from reaching our stores, which could lead to lost sales and higher markdowns, or result in
increases in fuel or other energy prices, fuel shortage(s), new store or distribution center opening delays, the
temporary lack of an adequate work force in a market, the temporary or long-term disruption of product availability
in our stores, the temporary or long-term inability to obtain or access technology needed to effectively run our
business, disruption of our utility services or information systems, and damage to our reputation. These events may
also increase the costs of insurance if they result in significant loss of property or other insurable damage by us or in
the market more generally.
Furthermore, the long-term impacts of global climate change present the possibility of both physical risks
(such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory or technology
changes), which may be widespread and unpredictable. Over time, these changes could affect, for example, the
availability and cost of products, commodities and energy (including utilities), which in turn may impact our ability
to procure goods and services required for the operation of our businesses at the quantities and levels we require. In
addition, our operations and facilities may be located in areas impacted by the physical risks of climate change, and
we face the risk of losses incurred as a result of physical damage to stores, distribution centers, or our corporate
offices, as well as loss or spoilage of inventory and business interruption caused by such events. (cid:58)e also use natural
gas, diesel fuel and gasoline and electricity in our operations, all of which could face increased regulation as a result
of climate change or other environmental concerns. Regulations limiting greenhouse gas emissions and energy
inputs may also increase in coming years, which may increase our costs associated with compliance and
merchandise. These events and their impacts could otherwise disrupt and adversely affect our operations and could
materially adversely affect our financial performance.
Product liability, product recall or other product safety or labeling claims could adversely affect our
business, reputation and financial performance.
(cid:58)e depend on our vendors to ensure that the products we buy from them comply with applicable product
safety and labeling laws and regulations and to inform us of all applicable restrictions on the sale of such products.
Nonetheless, product liability, personal injury or other claims may be asserted against us relating to alleged product
contamination, tampering, expiration, mislabeling, recall and other safety or labeling issues, including those relating
to products that we may self-distribute through our DG Fresh initiative.
(cid:58)e seek but may not be successful in obtaining contractual indemnification and insurance coverage for
product-related claims and issues from our vendors. If we do not have adequate contractual indemnification or
insurance available, or our vendors fails to adhere to their obligations to us, such claims could materially and
adversely affect our business, financial condition and results of operations. Our ability to obtain indemnification
from foreign vendors may be hindered by our ability to obtain jurisdiction over them to enforce contractual
obligations. Even with adequate insurance and indemnification, such claims could significantly harm our reputation
and consumer confidence in our products and we could incur significant litigation expenses, which also could
materially affect our results of operations even if a product liability claim is unsuccessful or not fully pursued.
2021 Form 10-K
17
Our current insurance program may expose us to unexpected costs and negatively affect our financial
performance.
Our insurance coverage reflects deductibles, self-insured retentions, limits of liability and similar
provisions that we believe are prudent based on our operations. (cid:43)owever, there are types of losses we may incur but
against which we cannot be insured or which we believe are not economically reasonable to insure, such as losses
due to acts of war, certain crimes (including employee crime), certain wage and hour and other employment-related
claims and litigation, actions based on certain consumer protection laws, and some natural and other disasters or
similar events. If we incur material uninsured losses, our financial performance could suffer. Certain material events
have resulted, and may result again in the future, in si(cid:93)able losses for the insurance industry and adversely affect the
availability of adequate insurance coverage or result in excessive premium increases. To offset negative insurance
market trends, we may elect to self-insure, accept higher deductibles or reduce the amount of coverage. In addition,
we self-insure a significant portion of expected losses under our workers’ compensation, automobile liability,
general liability (including claims made against certain of our landlords), property loss, and group health insurance
programs. Significant changes in actuarial assumptions and management estimates underlying our recorded
liabilities for these losses, including any expected increases in medical and indemnity costs, could result in
materially different expenses than expected under these programs, which could materially and adversely affect our
results of operations and financial condition. Although we maintain property insurance for catastrophic events at our
store support center and distribution centers, we are effectively self-insured for other property losses. If we
experience a greater number of these losses than we anticipate, our financial performance could be adversely
affected.
Failure to attract, develop and retain qualified employees while controlling labor costs, as well as other
labor issues, could adversely affect our financial performance.
Our future growth and performance, positive customer experience and legal and regulatory compliance
depends on our ability to attract, develop, retain and motivate qualified employees while operating in an industry
challenged by historically high rates of employee turnover. Our ability to meet our labor needs, while controlling our
labor costs, is subject to many external factors, including competition for and availability of qualified personnel,
unemployment levels, wage rates and salary levels (including the heightened possibility of increased federal, state
and(cid:18)or local minimum wage rates(cid:18)salary levels), health and other insurance costs, changes in employment and labor
laws or other workplace regulations (including those relating to employee benefit programs such as health insurance
and paid leave programs), employee activism, and our reputation and relevance within the labor market. If we are
unable to attract, develop and retain adequate numbers of qualified employees, our operations, customer service
levels, legal and regulatory compliance, and support functions could suffer. In addition, to the extent a significant
portion of our employee base unioni(cid:93)es, or attempts to unioni(cid:93)e, our labor and other related costs could increase, and
it is possible that federal agencies may adopt or impose regulatory or other changes to existing law that could
facilitate union organi(cid:93)ing. Our ability to pass along labor and other related costs to our customers is constrained by
our everyday low price model, and we may not be able to offset such increased costs elsewhere in our business.
Our success depends on our executive officers and other key personnel. If we lose key personnel or are
unable to hire additional qualified personnel, our business may be harmed.
Our future success depends to a significant degree on the skills, experience and efforts of our executive
officers and other key personnel. The unexpected loss of the services of any of such persons could adversely affect
our operations. There can be no assurance that our executive succession planning, retention or hiring efforts will be
successful. Competition for skilled and experienced management personnel is intense, and a failure to attract and
retain new qualified personnel could adversely affect our operations.
Our private brands may not be successful in improving our gross profit rate and may increase certain of
the risks we face.
The sale of private brand items is an important component of our sales growth and gross profit rate
enhancement plans. (cid:37)road market acceptance of our private brands depends on many factors, including pricing,
quality, customer perception, and timely development and introduction of new products. (cid:58)e cannot give assurance
18
2021 Form 10-K
that we will achieve or maintain our expected level of private brand sales. The sale and expansion of these offerings
also subjects us to or increases certain risks, such as: product liability claims and product recalls(cid:30) disruptions in raw
material and finished product supply and distribution chains(cid:30) inability to successfully protect our proprietary rights(cid:30)
claims related to the proprietary rights of third parties(cid:30) supplier labor and human rights issues, and other risks
generally encountered by entities that source, sell and market exclusive branded offerings for retail. Failure to
appropriately address these risks could materially and adversely affect our private brand initiatives, reputation,
results of operations and financial condition.
Because our business is somewhat seasonal, adverse events during the fourth quarter could materially
affect our financial statements as a whole.
Primarily because of sales of Christmas-related merchandise, our most profitable sales mix generally
occurs in the fourth quarter. In anticipation of this holiday, we purchase substantial amounts of seasonal inventory,
and if sales fall below seasonal norms or our expectations it could result in unanticipated markdowns. Adverse
events, such as deteriorating economic conditions, high unemployment rates, high gas prices, transportation
disruptions, or unusual or unanticipated adverse weather could result in lower-than-planned sales during the
Christmas selling season, which in turn could reduce our profitability and otherwise adversely affect our financial
performance and operating results.
Failure to protect our reputation could adversely affect our business.
Our success depends in part on the protection of the reputation of Dollar General and the products and
services we sell, including our private brands. Failure to comply or accusation of failure to comply with ethical,
social, product, labor, data privacy, consumer protection, safety, environmental and other applicable standards could
jeopardi(cid:93)e our reputation and potentially lead to various adverse consumer, shareholder or non-governmental
organi(cid:93)ation (NGO) actions, litigation and governmental investigations. In addition, our position or perceived lack
of position on certain issues (e.g., public policy, social, or environmental issues), and any perceived lack of
transparency about such matters, could harm our reputation and potentially lead to adverse consumer, shareholder or
NGO actions, including negative public statements. Similar incidents or factors involving vendors and other third
parties with whom we conduct business also may affect our reputation. Public comments on social media, whether
or not they are accurate, have the potential to quickly influence negative perceptions of Dollar General or our goods
and services, including our private brands. Negative reputational incidents could adversely affect our business
through lost sales, loss of new store and development opportunities, or employee retention and recruiting
difficulties.
Regulatory, Legal, Compliance and Accounting Risks
A significant change in governmental regulations and requirements could materially increase our cost
of doing business, and noncompliance with governmental regulations could materially and adversely affect our
financial performance.
(cid:58)e routinely incur significant costs in complying with numerous and frequently changing laws and
regulations. The complexity of this regulatory environment and related compliance costs continue to increase due to
additional legal and regulatory requirements, our expanding operations, and increased regulatory scrutiny and
enforcement efforts. New or revised laws, regulations, policies and related interpretations and enforcement practices,
particularly those dealing with the sale of products, including without limitation, product and food safety, marketing
or labeling(cid:30) information security and privacy(cid:30) labor and employment(cid:30) employee wages and benefits(cid:30) health and
safety(cid:30) imports and customs(cid:30) taxes(cid:30) bribery(cid:30) climate change(cid:30) and environmental compliance, may significantly
increase our expenses or require extensive system and operating changes that could materially increase our cost of
doing business. (cid:57)iolations of applicable laws and regulations or untimely or incomplete execution of a required
product recall can result in significant penalties (including loss of licenses, eligibility to accept certain government
benefits such as SNAP or significant fines), class action or other litigation, governmental investigation or action and
reputational damage. Additionally, changes in tax laws (including those related to the federal, state or foreign
corporate tax rate), the interpretation of existing laws, or our failure to sustain our reporting positions on
examination could adversely affect our overall effective tax rate. Furthermore, significant and(cid:18)or rapid increases to
2021 Form 10-K
19
federal, state and(cid:18)or local minimum wage rates(cid:18)salary levels could adversely affect our earnings if we are not able to
otherwise offset these increased labor costs elsewhere in our business. Moreover, the adoption of new environmental
laws and regulations in connection with climate change and the transition to a low carbon economy, including any
federal or state laws enacted to regulate greenhouse gas emissions, could significantly increase our operating or
merchandise costs or reduce the demand for our products. These laws and regulations may include, but are not
limited to, requirements relating to ha(cid:93)ardous waste materials, recycling, single-use plastics, extended producer
responsibility, use of refrigerants, carbon pricing or carbon taxes, product energy efficiency standards and product
labeling. If carbon pricing or carbon taxes are adopted, there is a significant risk that the cost of merchandise from
our suppliers will increase and adversely affect our business and results of operations.
Legal proceedings may adversely affect our reputation, business, results of operations and financial
condition.
Our business is subject to the risk of litigation or other legal proceedings by employees, consumers,
suppliers, competitors, shareholders, government agencies and others through private actions, class actions, multi-
district litigation, arbitrations, derivative actions, administrative proceedings, regulatory actions or other litigation.
For example, we are involved in certain legal proceedings as discussed in Note 7 to the consolidated financial
statements. The outcome of legal proceedings, particularly class action or multi-district litigation or mass
arbitrations and regulatory actions, can be difficult to assess or quantify. Plaintiffs in these types of lawsuits may
seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss may remain unknown
for lengthy periods. In addition, certain of these matters, if decided adversely to us or settled by us, may result in
liability material to our financial statements as a whole or may negatively affect our operating results if changes to
our business operations are required, and sometimes these developments are unanticipated. Legal proceedings in
general, and class actions, multi-district litigation, governmental investigations and actions and derivative actions in
particular, can be expensive and disruptive, and adverse publicity could harm our reputation, regardless of the
validity of the allegations. As a result, legal proceedings may adversely affect our business, results of operations and
financial condition. See also Note 7 to the consolidated financial statements.
New accounting guidance or changes in the interpretation or application of existing accounting
guidance could adversely affect our financial performance.
The implementation of new accounting standards could require certain systems, internal process and
controls and other changes that could increase our operating costs and result in changes to our financial statements.
(cid:56).S. generally accepted accounting principles and related accounting pronouncements, implementation
guidelines and interpretations with regard to a wide range of matters that are relevant to our business involve many
subjective assumptions, estimates and judgments by our management. Changes in these rules or their interpretation
or in underlying management assumptions, estimates or judgments could significantly change our reported or
expected financial performance. The outcome of such changes could include litigation or regulatory actions which
could adversely affect our financial condition and results of operations.
Financial and Capital Market Risks
Deterioration in market conditions or changes in our credit profile could adversely affect our business
operations and financial condition.
(cid:58)e rely on the positive cash flow we generate from our operating activities and our access to the credit and
capital markets to fund our operations, growth strategy, and return of cash to our shareholders through share
repurchases and dividends. Changes in the credit and capital markets, including market disruptions, limited liquidity
and interest rate fluctuations, may increase the cost of financing or restrict our access to these potential sources of
future liquidity. Our continued access to liquidity sources on favorable terms depends on multiple factors, including
our operating performance and credit ratings. Our debt securities currently are rated investment grade, and a
downgrade of this rating likely would negatively impact our access to the debt capital markets and increase our cost
of borrowing. As a result, disruptions in the debt markets or any downgrade of our credit ratings could adversely
affect our business operations and financial condition and our ability to return cash to our shareholders. (cid:58)e can
20
2021 Form 10-K
make no assurances that our ability to obtain additional financing through the debt markets will not be adversely
affected by economic conditions or that we will be able to maintain or improve our current credit ratings.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of February 25, 2022, we operated 18,190 retail stores located in 47 states as follows:
Number of Stores
State
Alabama . . . . . . . . . . . . . . .
Ari(cid:93)ona . . . . . . . . . . . . . . . .
Arkansas . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . .
Connecticut . . . . . . . . . . . . .
Delaware . . . . . . . . . . . . . . .
Florida . . . . . . . . . . . . . . . . .
Georgia . . . . . . . . . . . . . . . .
Idaho . . . . . . . . . . . . . . . . . .
Illinois . . . . . . . . . . . . . . . . .
Indiana . . . . . . . . . . . . . . . . .
Iowa . . . . . . . . . . . . . . . . . . .
Kansas . . . . . . . . . . . . . . . . .
Kentucky . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . .
Maine . . . . . . . . . . . . . . . . . .
Maryland . . . . . . . . . . . . . . .
Massachusetts . . . . . . . . . . .
Michigan . . . . . . . . . . . . . . .
Minnesota . . . . . . . . . . . . . .
Mississippi. . . . . . . . . . . . . .
Missouri . . . . . . . . . . . . . . . .
Nebraska . . . . . . . . . . . . . . .
State
869 Nevada . . . . . . . . . . . . . . . .
130 New (cid:43)ampshire . . . . . . . . .
502 New Jersey. . . . . . . . . . . . .
246 New Mexico. . . . . . . . . . . .
66 New York. . . . . . . . . . . . . .
76 North Carolina . . . . . . . . . .
50 North Dakota . . . . . . . . . . .
992 Ohio . . . . . . . . . . . . . . . . . .
1,017 Oklahoma. . . . . . . . . . . . . .
1 Oregon . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . .
637
641 Rhode Island . . . . . . . . . . .
South Carolina . . . . . . . . . .
297
South Dakota . . . . . . . . . . .
261
Tennessee. . . . . . . . . . . . . .
655
Texas . . . . . . . . . . . . . . . . .
615
63 (cid:56)tah . . . . . . . . . . . . . . . . . .
156 (cid:57)ermont . . . . . . . . . . . . . . .
55 (cid:57)irginia . . . . . . . . . . . . . . .
653 (cid:58)ashington . . . . . . . . . . . .
192 (cid:58)est (cid:57)irginia. . . . . . . . . . .
587 (cid:58)isconsin. . . . . . . . . . . . . .
600 (cid:58)yoming . . . . . . . . . . . . . .
141
Number of Stores
21
43
175
111
555
977
59
943
503
77
866
20
614
71
897
1,709
11
39
456
25
271
236
9
Most of our stores are located in leased premises. Individual store leases vary as to their terms, rental
provisions and expiration dates. Many stores, including a significant portion of our new stores, are subject to build-
to-suit arrangements with landlords, which typically carry a primary lease term of up to 15 years with multiple
renewal options. (cid:58)e also have stores subject to shorter-term leases, and many of these leases have renewal options.
As of February 25, 2022, we operated 16 distribution centers for non-refrigerated products, 10 cold storage
distribution centers, and two combination distribution centers which have both refrigerated and non-refrigerated
products. (cid:58)e lease 12 of these facilities and the remainder are owned. (cid:58)e have a total of 17.5 million square feet of
non-refrigerated space and a total of 2.6 million square feet of cold storage space. Approximately 7.25 acres of the
land for one of the distribution centers is subject to a ground lease. (cid:58)e also leased approximately 2.0 million square
feet of additional warehouse space in support of our distribution network for non-refrigerated merchandise.
Our executive offices are located in approximately 302,000 square feet of owned buildings and
approximately 42,000 square feet of leased office space in Goodlettsville, Tennessee.
2021 Form 10-K
21
ITEM 3. LEGAL PROCEEDINGS
The information contained in Note 7 to the consolidated financial statements under the heading “Legal
proceedings” contained in Part II, Item 8 of this report is incorporated herein by this reference.
ITEM 4. MINE SAFETY DISCLOSURES
None.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Information regarding our current executive officers as of March 18, 2022 is set forth below. Each of our
executive officers serves at the discretion of our (cid:37)oard of Directors and is elected annually by the (cid:37)oard to serve
until a successor is duly elected. There are no familial relationships between any of our directors or executive
officers.
Name
Todd J. (cid:57)asos . . . . . . . . . . . .
John (cid:58). Garratt . . . . . . . . . .
Jeffery C. Owen . . . . . . . . . .
Kathleen A. Reardon . . . . . .
Steven G. Sunderland . . . . .
Emily C. Taylor . . . . . . . . . .
Rhonda M. Taylor . . . . . . . .
Carman R. (cid:58)enkoff . . . . . . .
Antonio (cid:61)ua(cid:93)o . . . . . . . . . . .
Anita C. Elliott . . . . . . . . . . .
Age
60
53
52
50
58
45
54
54
50
57
Position
Chief Executive Officer and Director
Executive (cid:57)ice President and Chief Financial Officer
Chief Operating Officer
Executive (cid:57)ice President and Chief People Officer
Executive (cid:57)ice President, Store Operations
Executive (cid:57)ice President and Chief Merchandising Officer
Executive (cid:57)ice President and General Counsel
Executive (cid:57)ice President and Chief Information Officer
Executive (cid:57)ice President, Global Supply Chain
Senior (cid:57)ice President and Chief Accounting Officer
Mr. Vasos has served as Chief Executive Officer and a member of our (cid:37)oard since June 2015. (cid:43)e joined
Dollar General in December 2008 as Executive (cid:57)ice President, Division President and Chief Merchandising Officer
and was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. (cid:57)asos served
in executive positions with Longs Drug Stores Corporation for seven years, including Executive (cid:57)ice President and
Chief Operating Officer (February 2008 to November 2008) and Senior (cid:57)ice President and Chief Merchandising
Officer (2001 to 2008), where he was responsible for all pharmacy and front-end marketing, merchandising,
procurement, supply chain, advertising, store development, store layout and space allocation, and the operation of
three distribution centers. (cid:43)e also previously served in leadership positions at Phar-Mor Food and Drug Inc. and
Eckerd Corporation. Mr. (cid:57)asos has served as a director of KeyCorp since July 2020.
Mr. Garratt has served as Executive (cid:57)ice President and Chief Financial Officer since December 2015. (cid:43)e
joined Dollar General in October 2014 as Senior (cid:57)ice President, Finance (cid:9) Strategy and subsequently served as
Interim Chief Financial Officer from July 2015 to December 2015. Mr. Garratt previously held various positions of
increasing responsibility in corporate strategy and financial planning with Yum(cid:4) (cid:37)rands, Inc., one of the world’s
largest restaurant companies, between May 2004 and October 2014, including (cid:57)ice President, Finance and Division
Controller for the KFC division and earlier for the Pi(cid:93)(cid:93)a (cid:43)ut division and for Yum Restaurants International
(October 2013 to October 2014)(cid:30) Senior Director, Yum Corporate Strategy (March 2010 to October 2013), reporting
directly to the corporate Chief Financial Officer and leading corporate strategy as well as driving key cross-
divisional initiatives(cid:30) and various other financial positions. (cid:43)e previously held financial management positions at
Alcoa Inc. (April 2002 to May 2004) and General Electric (March 1999 to April 2002), after beginning his career
with Alcoa in May 1990. Mr. Garratt has served as a director of (cid:43)umana Inc. since February 2020.
Mr. Owen has served as Chief Operating Officer since August 2019. (cid:43)e returned to Dollar General in
June 2015 as Executive (cid:57)ice President of Store Operations, with over 21 years of previous employment experience
with the Company. Prior to his departure from Dollar General in July 2014, he was Senior (cid:57)ice President, Store
Operations. Prior to August 2011, Mr. Owen served as (cid:57)ice President, Division Manager, and from November 2006
to March 2007 he served as Retail Division Manager. Prior to November 2006, he was Senior Director,
22
2021 Form 10-K
Operations Process Improvement. Mr. Owen also served the Company in various operations roles of increasing
importance and responsibility from December 1992 to September 2004. Mr. Owen has served as a director of
Kirkland’s Inc. since March 2015.
Ms. Reardon has served as Executive (cid:57)ice President and Chief People Officer since August 2020. She
joined Dollar General as Director, (cid:43)uman Resources in September 2009 and was promoted to (cid:57)ice President, Talent
Management in October 2012. She became (cid:57)ice President, Retail (cid:43)uman Resources in October 2014 and was
promoted to Senior (cid:57)ice President, (cid:43)uman Resources in March 2019 and to Senior (cid:57)ice President and Chief People
Officer in May 2019. Prior to joining Dollar General, Ms. Reardon held several positions of increasing responsibility
at Centex from August 2005 until September 2009, serving as Director of (cid:43)uman Resources from October 2007
until September 2009. Since beginning her career in May 1998, Ms. Reardon also held various roles with Carrier
Corporation, including Manager of (cid:43)uman Resources from August 2003 until August 2005, and was also a Career
Consultant at the Darden Graduate School of (cid:37)usiness Administration, (cid:56)niversity of (cid:57)irginia, from August 2001
until August 2003.
Mr. Sunderland has served as Executive (cid:57)ice President, Store Operations, since August 2019. (cid:43)e joined
Dollar General as Senior (cid:57)ice President, Store Operations, in September 2014. Mr. Sunderland previously served as
Senior (cid:57)ice President, Retail Operations, of Office Depot, Inc. (November 2013 to January 2014)(cid:30) Senior (cid:57)ice
President, Retail Operations, of OfficeMax Incorporated (May 2012 to November 2013)(cid:30) Chief Operating Officer of
(cid:37)ally Total Fitness (cid:43)olding Corporation (2011 to April 2012)(cid:30) and (cid:58)orld Kitchen, LLC’s President of Retail (2009
to 2011). Mr. Sunderland began his career with Sears in 1987, holding various positions of increasing responsibility,
including (cid:57)ice President of Strategic Operations for Sears (cid:43)oldings Corporation from 2007 until 2009.
Ms. E. Taylor has served as Executive (cid:57)ice President and Chief Merchandising Officer since
September 2020. She joined Dollar General in 1998 and held roles of increasing responsibility in investor relations,
financial planning and analysis, merchandise planning, pricing and merchandising operations prior to her promotion
to (cid:57)ice President, Pricing (cid:9) Merchandise Data Optimi(cid:93)ation in March 2011. She served as (cid:57)ice President,
Merchandising Operations (March 2012 to April 2014) and was subsequently promoted to Senior (cid:57)ice President,
General Merchandise Manager in April 2014. She most recently served as Senior (cid:57)ice President, Channel
Innovation (September 2019 to September 2020).
Ms. R. Taylor has served as Executive (cid:57)ice President and General Counsel since March 2015. She joined
Dollar General as an Employment Attorney in March 2000 and was subsequently promoted to Senior Employment
Attorney in 2001, Deputy General Counsel in 2004, (cid:57)ice President and Assistant General Counsel in March 2010,
and Senior (cid:57)ice President and General Counsel in June 2013. Prior to joining Dollar General, she practiced law
with Ogletree, Deakins, Nash, Smoak (cid:9) Stewart, P.C., where her practice was focused on labor law and
employment litigation. She has also held attorney positions with Ford (cid:9) (cid:43)arrison LLP.
Mr. Wenkoff has served as Executive (cid:57)ice President and Chief Information Officer since July 2017. (cid:43)e
previously served as the Chief Information Officer (May 2012 to June 2017) and Chief Digital Officer (June 2016 to
June 2017) of Franchise (cid:58)orld (cid:43)eadquarters, LLC (“Subway”), a restaurant chain, where he was responsible for
global technology and digital strategy, execution and operations for the Subway brand and all of its restaurants. (cid:43)e
owned a Subway franchise from July 2015 until October 2017. (cid:43)e also previously served as Chairman of the (cid:37)oard
and Co-President of Retail Gift Card Association (February 2008 to May 2012)(cid:30) Deputy Chief Information Officer
for Independent Purchase Cooperative, Inc. (May 2005 to May 2012) and President of its subsidiary, (cid:57)alue Pay
Services LLC (May 2005 to February 2011)(cid:30) founder and President of Stored (cid:57)alue Management, Inc.
(January 2004 to May 2005)(cid:30) and (cid:57)ice President, Operations and Finance, and General Counsel of Ontain
Corporation (January 2000 to December 2004). Mr. (cid:58)enkoff began his career in 1993 as an articled student, and
then attorney with Douglas Symes (cid:9) (cid:37)rissenden and served in various legal positions, including General Counsel,
with Pivotal Corporation from 1997 to 2000.
Mr. Zuazo has served as Executive (cid:57)ice President, Global Supply Chain since April 16, 2021. (cid:43)e joined
Dollar General as Senior Director, Inventory and Planning Systems in May 2010, became (cid:57)ice President, Inventory
and Demand Management in February 2013, and was promoted to Senior (cid:57)ice President, Inventory and
Transportation in August 2018. Prior to joining Dollar General, Mr. (cid:61)ua(cid:93)o served as Director of Pricing Strategy
2021 Form 10-K
23
for Dreyer’s Grand Ice Cream from January 2009 to May 2010 and Director of Procurement for Longs Drug Stores
Corporation from January 2006 to December 2008, and prior thereto, held various roles of increasing responsibility
with Safeway Inc., primarily in its corporate business processes department, from August 1998 to December 2005.
Mr. (cid:61)ua(cid:93)o began his career in January 1988 with Lucky Stores and served as a pricing analyst for its Northern
California division from October 1995 to August 1998.
Ms. Elliott has served as Senior (cid:57)ice President and Chief Accounting Officer since December 2015. She
joined Dollar General as Senior (cid:57)ice President and Controller in August 2005. Prior to joining Dollar General, she
served as (cid:57)ice President and Controller of (cid:37)ig Lots, Inc. from May 2001 to August 2005, where she was responsible
for accounting operations, financial reporting and internal audit. Prior to serving at (cid:37)ig Lots, she served as (cid:57)ice
President and Controller for Jitney-Jungle Stores of America, Inc. from April 1998 to March 2001, where she was
responsible for the accounting operations and the internal and external financial reporting functions. Prior to serving
at Jitney-Jungle, she practiced public accounting for 12 years, 6 of which were with Ernst (cid:9) Young LLP.
24
2021 Form 10-K
PART II
ITEM 5. MARKET FOR REGISTRANT(cid:182)S COMMON E(cid:52)UITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF E(cid:52)UITY SECURITIES
Market Information
Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March 11,
2022, there were approximately 2,784 shareholders of record of our common stock.
Di(cid:89)idends
(cid:58)e have paid quarterly cash dividends since 2015. Our (cid:37)oard of Directors most recently increased the
amount of the quarterly cash dividend from $0.42 to $0.55 beginning with the dividend payable on April 19, 2022.
(cid:58)hile our (cid:37)oard of Directors currently expects to continue regular quarterly cash dividends, the declaration and
amount of future cash dividends are subject to the (cid:37)oard’s sole discretion and will depend upon, among other things,
our results of operations, cash requirements, financial condition, contractual restrictions and other factors that the
(cid:37)oard may deem relevant in its sole discretion.
Issuer Purchases of E(cid:84)uity Securities
The following table contains information regarding purchases of our common stock made during the
quarter ended January 28, 2022 by or on behalf of Dollar General or any “affiliated purchaser,” as defined by
Rule 10b - 18(a)(3) of the Securities Exchange Act of 1934:
Period
10(cid:18)30(cid:18)21-11(cid:18)30(cid:18)21 . . . . . . . . . . . . . . . . . . . . . . . . . . .
12(cid:18)01(cid:18)21-12(cid:18)31(cid:18)21 . . . . . . . . . . . . . . . . . . . . . . . . . . .
01(cid:18)01(cid:18)22-01(cid:18)28(cid:18)22 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:178) $
(cid:178)
$ 225.05
$ 235.26
$ 227.01
1,742,979
414,427
2,157,406
Total Number
of Shares
Purchased
Approximate
Dollar Value
of Shares that May
as Part of Publicly Yet Be Purchased
A(cid:89)erage
Total Number
of Shares
Purchased
Price Paid Announced Plans
per Share
or Programs(a)
Under the Plans
or Programs(a)
(cid:178) $ 619,407,000
1,742,979 $ 2,227,145,000
414,427 $ 2,129,645,000
2,157,406 $ 2,129,645,000
(a) On September 5, 2012, the Company announced a program permitting the Company to repurchase a portion of
its outstanding shares not to exceed a dollar maximum established by the Company’s (cid:37)oard of Directors. The
program was most recently amended on December 1, 2021 to increase the repurchase authori(cid:93)ation by $2.0
billion, bringing the cumulative total value of authori(cid:93)ed share repurchases under the program since its
inception to $14.0 billion. (cid:56)nder the authori(cid:93)ation, repurchases may be made from time to time in open market
transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act,
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. This repurchase authori(cid:93)ation has no expiration date.
ITEM 6. RESERVED
Not applicable.
2021 Form 10-K
25
ITEM 7. MANAGEMENT(cid:182)S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This discussion and analysis should be read with, and is qualified in its entirety by, the Consolidated
Financial Statements and the notes thereto. It also should be read in conjunction with the Cautionary Disclosure
Regarding Forward - Looking Statements and the Risk Factors disclosures set forth in the Introduction and in
Item 1A of this report, respectively.
Impact of COVID-19
The CO(cid:57)ID-19 (coronavirus) pandemic continues to have a widespread impact on the global economy as
well as our business, customers, suppliers, and other business partners. As an essential business in all locations
where we operate, our stores have generally remained open to serve our customers. In responding to the pandemic
and its effects, the health and safety of our employees and customers remains a priority.
(cid:58)e expect to continue to be affected, although the extent and duration is unknown, by the CO(cid:57)ID-19
pandemic and its effects on the economy in a variety of ways, including changes in consumer demand (whether
higher or lower) in certain product categories (or overall), supply chain interruptions or disruptions, increased
distribution and transportation costs, increased product costs and increased payroll expenses. (cid:58)e also may
experience adverse effects on our business, results of operations and cash flows from a recessionary economic
environment that may occur after the CO(cid:57)ID-19 pandemic and government response thereto and their effects on the
economy has moderated. As a result, the quarterly cadence of our results of operations, which has varied from
historical patterns during the pandemic, may continue to do so in fiscal 2022.
Due to the significant uncertainty surrounding the CO(cid:57)ID-19 pandemic and its effects, there may be
consequences that we do not anticipate at this time or that develop in unexpected ways. (cid:58)e will continue to monitor
the evolving situation and take actions as necessary to serve our employees, customers, communities and
shareholders.
Executi(cid:89)e O(cid:89)er(cid:89)iew
(cid:58)e are the largest discount retailer in the (cid:56)nited States by number of stores, with 18,190 stores located in
47 states as of February 25, 2022, with the greatest concentration of stores in the southern, southwestern,
midwestern and eastern (cid:56)nited States. (cid:58)e offer a broad selection of merchandise, including consumable products
such as food, paper and cleaning products, health and beauty products and pet supplies, and non-consumable
products such as seasonal merchandise, home decor and domestics, and basic apparel. Our merchandise includes
national brands from leading manufacturers, as well as our own private brand selections with prices at substantial
discounts to national brands. (cid:58)e offer our customers these national brand and private brand products at everyday
low prices (typically $10 or less) in our convenient small-box locations.
(cid:58)e believe our convenient store formats, locations, and broad selection of high-quality products at
compelling values have driven our substantial growth and financial success over the years and through a variety of
economic cycles. (cid:58)e are mindful that the majority of our customers are value-conscious, and many have low and(cid:18)or
fixed incomes. As a result, we are intensely focused on helping our customers make the most of their spending
dollars. Our core customers are often among the first to be affected by negative or uncertain economic conditions
and among the last to feel the effects of improving economic conditions, particularly when trends are inconsistent
and of an uncertain duration. The primary macroeconomic factors that affect our core customers include
unemployment and underemployment rates, wage growth, changes in (cid:56).S. and global trade policy, and changes to
certain government assistance programs, such as the Supplemental Nutrition Assistance Program (“SNAP”),
unemployment benefits, economic stimulus payments, and the child tax credit. In fiscal 2020 and 2021, our
customers were affected both positively and negatively by many of these factors in connection with the pandemic
and its associated impacts. (cid:58)e continue to monitor the potential impact of reductions in SNAP benefits and
unemployment benefit programs, as well as changes in the payments of the child tax credit, although these programs
did not result in a material impact on our business or financial results in fiscal 2021. Additionally, our customers are
impacted by increases in those expenses that generally comprise a large portion of their household budgets, such as
26
2021 Form 10-K
rent, healthcare, and fuel prices(cid:30) as well as cost inflation in frequently purchased household products, such as that
which we experienced in 2021 and continue to experience as further discussed below. Finally, significant
unseasonable or unusual weather patterns can impact customer shopping behaviors.
(cid:58)e remain committed to our long-term operating priorities as we consistently strive to improve our
performance while retaining our customer-centric focus. These priorities include: 1) driving profitable sales growth,
2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in our diverse
teams through development, empowerment and inclusion.
(cid:58)e seek to drive profitable sales growth through initiatives aimed at increasing customer traffic and
average transaction amount. As we work to provide everyday low prices and meet our customers’ affordability
needs, we remain focused on enhancing our margins through effective category management, inventory shrink
reduction initiatives, private brands penetration, distribution and transportation efficiencies, global sourcing, and
pricing and markdown optimi(cid:93)ation. Several of our strategic and other sales-driving initiatives are also designed to
capture growth opportunities and are discussed in more detail below.
(cid:43)istorically, our sales in our consumables category, which tend to have lower gross margins, have been the
key drivers of net sales and customer traffic, while sales in our non-consumables categories, which tend to have
higher gross margins, have contributed to more profitable sales growth and an increase in average transaction
amount. Prior to 2020, our sales mix had continued to shift toward consumables, and, within consumables, toward
lower margin departments such as perishables. This trend did not occur in fiscal 2020 or the first quarter of fiscal
2021, as we saw a significant increase in demand in many non-consumable products, including home, seasonal and
apparel, resulting in an overall significant mix shift into non-consumable categories during those periods. (cid:37)eginning
in the second quarter of fiscal 2021 and continuing thereafter, we began to see some reversion toward the prior mix
trends. (cid:58)e continue to expect some sales mix challenges to persist and that the mix trend reversion toward
consumables will continue. Several of our initiatives, including certain of those discussed below, are intended to
address these mix challenges(cid:30) however, there can be no assurances that these efforts will be successful.
(cid:58)e have also experienced a shift in customer behavior toward trip consolidation, as customers shopped our
stores less frequently in fiscal 2020 and 2021 than in fiscal 2019 but had a larger average transaction amount. (cid:58)e
have seen a continuation of these general trends toward trip consolidation and larger transaction amount, and there
can be no assurance that our sales growth initiatives will be effective at reversing them. In addition, we believe our
sales have been negatively impacted as a result of supply chain disruptions, primarily due to lower merchandise in-
stock levels in our stores.
(cid:58)e continue to implement and invest in certain strategic initiatives that we believe will help drive
profitable sales growth, both with new and existing customers, and capture long-term growth opportunities. Such
opportunities include providing our customers with additional shopping access points and even greater convenience
by leveraging and developing digital tools and technology, such as our Dollar General app, which contains a variety
of tools to enhance the in-store shopping experience. Additionally, we launched a partnership with a third party
delivery service during 2021, which is now available in more than 10,700 stores, and we also continue to grow our
DG Media Network, which is our platform for connecting brand partners with our customers to drive even greater
value for each.
Further, our non-consumables initiative, which offers a new, differentiated and limited assortment that will
change throughout the year, continues to contribute to improved overall sales and gross margin performance in
stores where it has been deployed. (cid:58)e significantly expanded the number of stores with either the full or the “lite”
version of our non-consumables initiative offering in 2021 and plan to complete the rollout in the vast majority of
our Dollar General stores by the end of fiscal 2022.
Additionally, in 2020, we introduced pOpshelf, a unique retail concept that incorporates certain of the
lessons learned from the non-consumables initiative in a differentiated format that is focused on categories such as
seasonal and home d(cid:112)cor, health and beauty, home cleaning supplies, and party and entertainment goods. At the end
of fiscal 2021, we operated 55 standalone pOpshelf locations and 25 pOpshelf store-within-a-store concepts within
existing Dollar General Market stores. Our goal is to operate approximately 155 pOpshelf locations, as well as
2021 Form 10-K
27
approximately 50 pOpshelf store-within-a-store concepts, by the end of fiscal 2022. (cid:58)e believe this concept
represents a significant growth opportunity, and are targeting approximately 1,000 stores by the end of fiscal 2025.
In the second quarter of fiscal 2021, we completed our rollout of the “DG Fresh” initiative, a self-
distribution model for fro(cid:93)en and refrigerated products that is designed to reduce product costs, enhance item
assortment, improve our in-stock position, and enhance sales. DG Fresh contributed to our strong sales performance
in 2021, driven by higher in-stock levels and the introduction of new products in select stores. In addition, DG Fresh
benefitted gross profit in 2021 through improved initial markups on inventory purchases, which were partially offset
by increased distribution and transportation costs. DG Fresh now wholly or partially serves essentially all stores
across the chain, and we expect the overall net benefit to our financial results to continue throughout 2022. Moving
forward, we plan to focus on additional optimi(cid:93)ation of the distribution footprint and product assortment within DG
Fresh to further drive profitable sales growth.
To support our other operating priorities, we remain focused on capturing growth opportunities. In 2021,
we opened 1,050 new stores, remodeled 1,752 stores, and relocated 100 stores. In 2022, we plan to open
approximately 1,110 new stores (including planned pOpshelf stores and up to ten stores in Mexico), remodel
approximately 1,750 stores, and relocate approximately 120 stores, for a total of 2,980 real estate projects. (cid:58)e
expect stores in Mexico, which will represent our first store locations outside the (cid:56)nited States, to open in the
second half of 2022.
(cid:58)e continue to innovate within our channel and are able to utili(cid:93)e the most productive of our various
Dollar General store formats based on the specific market opportunity. (cid:58)e expect store format innovation to allow
us to capture additional growth opportunities within our existing markets. (cid:58)e recently introduced two new larger
format stores (approximately 8,500 square feet and 9,500 square feet, respectively), and expect the 8,500 square foot
format, along with our existing Dollar General Plus format of a similar si(cid:93)e, to become our base prototypes for the
majority of new stores, replacing our traditional 7,300 square foot format and higher-cooler count Dollar General
Traditional Plus format. The larger formats allow for expanded high-capacity-cooler counts(cid:30) an extended queue line(cid:30)
and a broader product assortment, including the non-consumable initiative, a larger health and beauty section, and
produce in select stores. (cid:58)e continue to incorporate lessons learned from our various store formats and layouts into
our existing store base. These lessons contribute to innovation in developing new formats, with a goal of driving
increased customer traffic, average transaction amount, same-store sales and overall store productivity.
(cid:58)e have established a position as a low-cost operator, always seeking ways to reduce or control costs that
do not affect our customers’ shopping experiences. (cid:58)e plan to continue enhancing this position over time while
employing ongoing cost discipline to reduce certain expenses as a percentage of sales. Nonetheless, we seek to
maintain flexibility to invest in the business as necessary to enhance our long-term competitiveness and profitability.
(cid:58)e are also deploying “Fast Track”, an initiative aimed at further enhancing our convenience proposition
and in-stock position as well as increasing labor efficiencies within our stores. The completed first phase of Fast
Track involved sorting process optimi(cid:93)ation within our non-refrigerated distribution centers, as well as increased
shelf-ready packaging, to allow for greater store-level stocking efficiencies, while the ongoing second phase
involves adding a self-checkout option, which we plan to have in up to 11,000 stores by the end of fiscal 2022.
These and the other strategic initiatives discussed above have required and will require us to incur upfront expenses
for which there may not be an immediate return in terms of sales or enhanced profitability.
Certain of our operating expenses, such as wage rates and occupancy costs, have continued to increase in
recent years, due primarily to market forces, including labor availability, increases in minimum wage rates and
increases in property rents. Further federal, state and(cid:18)or local minimum wage increases could have a material
negative impact on our operating expenses, although the magnitude and timing of such impact is uncertain. (cid:58)e have
experienced incremental payroll, distribution and transportation costs related to the CO(cid:57)ID-19 pandemic and its
associated impacts. (cid:58)e continue to experience materially higher supply chain costs and, in some instances, shipping
delays, as a result of shipping capacity shortages, port congestion and labor shortages. (cid:58)e expect continued
inflationary pressures due to higher input costs and higher fuel prices will continue to affect us as well as our
vendors and customers, including higher commodity, transportation and other costs, all of which may result in
continued pressure to our operating results, and their duration is unknown. (cid:58)hile we expect these challenges to
28
2021 Form 10-K
persist, certain of our initiatives and plans are intended to help offset these challenges(cid:30) however, they are somewhat
dependent on the scale and timing of the increased costs, among other factors. There can be no assurance that our
mitigation efforts will be successful.
Our diverse teams are a competitive advantage, and we proactively seek ways to continue investing in their
development. Our goal is to create an environment that attracts, develops, and retains talented personnel, particularly
at the store manager level, because employees who are promoted from within our company generally have longer
tenures and are greater contributors to improvements in our financial performance.
To further enhance shareholder returns, we repurchased shares of our common stock and paid quarterly
cash dividends in 2021. (cid:58)e expect to continue our share repurchase activity and to pay quarterly cash dividends for
the foreseeable future, subject to (cid:37)oard discretion and approval.
(cid:58)e utili(cid:93)e key performance indicators (“KPIs”) in the management of our business. Our KPIs include
same-store sales, average sales per square foot, and inventory turnover. Same-store sales are calculated based upon
stores that were open at least 13 full fiscal months and remain open at the end of the reporting period. (cid:58)e include
stores that have been remodeled, expanded or relocated in our same-store sales calculation. Changes in same-store
sales are calculated based on the comparable 52 calendar weeks in the current and prior years. The method of
calculating same-store sales varies across the retail industry. As a result, our calculation of same-store sales is not
necessarily comparable to similarly titled measures reported by other companies. Average sales per square foot is
calculated based on total sales for the preceding 12 months as of the ending date of the reporting period divided by
the average selling square footage during the period, including the end of the fiscal year, the beginning of the fiscal
year, and the end of each of our three interim fiscal quarters. Inventory turnover is calculated based on total cost of
goods sold for the preceding four quarters divided by the average inventory balance as of the ending date of the
reporting period, including the end of the fiscal year, the beginning of the fiscal year, and the end of each of our
three interim fiscal quarters. Each of these measures is commonly used by investors in retail companies to measure
the health of the business. (cid:58)e use these measures to maximi(cid:93)e profitability and for decisions about the allocation of
resources.
A continued focus on our four operating priorities as discussed above, coupled with pandemic-related sales
and other impacts (additional discussion below) and strong cash flow management resulted in strong overall
operating and financial performance in 2021 as compared to 2020, as set forth below. (cid:37)asis points, as referred to
below, are equal to 0.01% as a percentage of net sales.
•
•
•
•
•
•
•
Net sales in 2021 increased 1.4% over 2020. Sales in same-stores decreased 2.8%, primarily due
to a decrease in customer traffic. Average sales per square foot in 2021 were $262.
Our gross profit rate decreased by 16 basis points due primarily to higher transportation costs and
a greater LIFO provision.
SG(cid:9)A as a percentage of sales increased by 96 basis points primarily due to increases in retail
labor and store occupancy costs.
Operating profit decreased 9.4% to $3.22 billion in 2021 compared to $3.55 billion in 2020.
Interest expense increased by $7.1 million in 2021 primarily due to higher average outstanding
debt balances.
The decrease in the effective income tax rate to 21.7% in 2021 from 22.0% in 2020 was due
primarily to increased income tax benefits associated with federal tax credits.
(cid:58)e reported net income of $2.40 billion, or $10.17 per diluted share, for 2021 compared to net
income of $2.66 billion, or $10.62 per diluted share, for 2020.
2021 Form 10-K
29
•
•
•
(cid:58)e generated approximately $2.87 billion of cash flows from operating activities in 2021, a
decrease of 26.1% compared to 2020.
Inventory turnover was 4.4 times, and inventories increased 1.4% on a per store basis compared to
2020.
(cid:58)e repurchased approximately 12.1 million shares of our outstanding common stock for $2.5
billion.
Readers should refer to the detailed discussion of our operating results below for additional comments on
financial performance in the current year as compared with the prior years presented.
Results of Operations
Accounting Periods. The following text contains references to years 2021, 2020, and 2019, which represent
fiscal years ended January 28, 2022, January 29, 2021, and January 31, 2020, respectively. Our fiscal year ends on
the Friday closest to January 31. Fiscal years 2021, 2020 and 2019 were each 52-week accounting periods.
Seasonality. The nature of our business is somewhat seasonal. Primarily because of sales of Christmas-
related merchandise, operating profit in our fourth quarter (November, December and January) has historically been
higher than operating profit achieved in each of the first three quarters of the fiscal year. Expenses, and to a greater
extent operating profit, vary by quarter. Results of a period shorter than a full year may not be indicative of results
expected for the entire year. Furthermore, the seasonal nature of our business may affect comparisons between
periods. Consumer behavior driven by the CO(cid:57)ID-19 pandemic has resulted in a departure from seasonal norms we
have experienced in recent years and may continue to disrupt the historical quarterly cadence of our results of
operations for an unknown period of time.
30
2021 Form 10-K
The following table contains results of operations data for fiscal years 2021, 2020 and 2019, and the dollar
and percentage variances among those years.
76.73 %
12.22 %
6.79 %
4.26 %
2021
4,182.2
(amounts in millions, except
per share amounts)
Net sales by category:
Consumables . . . . . . . . . . . . . . . . . . . . $ 26,258.6
% of net sales . . . . . . . . . . . . . . . . . . . .
Seasonal . . . . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
(cid:43)ome products . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Apparel . . . . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Net sales . . . . . . . . . . . . . . . . . . . . . . . . $ 34,220.4
Cost of goods sold . . . . . . . . . . . . . . . .
23,407.4
% of net sales . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative
10,813.0
2,322.4
1,457.3
3,220.7
7,592.3
expenses . . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Operating profit . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . $ 2,399.2
% of net sales . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . $
3,063.1
10.17
68.40 %
31.60 %
22.19 %
9.41 %
157.5
0.46 %
8.95 %
663.9
1.94 %
2021 (cid:89)s. 2020
Amount (cid:8)
2020 (cid:89)s. 2019
Amount (cid:8)
2020
2019
Change Change
Change Change
$ 25,906.7
$ 21,635.9
$ 351.9
1.4 % $ 4,270.8
19.7 %
76.77 %
77.96 %
4,083.7
3,258.9
98.5
2.4
824.8
25.3
12.10 %
11.74 %
2,210.0
1,611.9
112.4
5.1
598.1
37.1
6.55 %
5.81 %
1,546.6
1,247.3
(89.2)
(5.8)
299.2
24.0
4.58 %
4.49 %
$ 33,746.8
23,028.0
$ 27,754.0
19,264.9
$ 473.6
379.5
1.4 % $ 5,992.9
3,763.1
1.6
21.6 %
19.5
68.24 %
69.41 %
10,718.9
8,489.1
94.1
0.9
2,229.8
26.3
31.76 %
30.59 %
7,164.1
6,186.8
428.2
6.0
977.3
15.8
21.23 %
22.29 %
3,554.8
2,302.3
(334.1)
(9.4)
1,252.5
54.4
10.53 %
150.4
0.45 %
8.30 %
100.6
0.36 %
7.1
4.7
49.8
49.5
3,404.4
2,201.7
(341.2)
(10.0)
1,202.7
54.6
10.09 %
749.3
2.22 %
7.93 %
489.2
1.76 %
(85.4)
(11.4)
260.2
53.2
$ 2,655.1
$ 1,712.6
$ (255.8)
(9.6)% $ 942.5
55.0 %
7.01 %
$
7.87 %
$
10.62
6.17 %
6.64
$ (0.45)
(4.2)% $
3.98
59.9 %
Net Sales. The net sales increase in 2021 was primarily due to sales from new stores, partially offset by a
decrease in same-store sales of 2.8% compared to 2020 as well as the impact of store closures. In 2021, our 16,954
same-stores accounted for sales of $32.4 billion. The decrease in same-store sales reflects a decline in customer
traffic partially offset by an increase in average transaction amount which was driven by higher average item retail
prices. Same-store sales decreased in each of our product categories, with the largest percentage decrease in the
apparel category.
The net sales increase in 2020 reflects a same-store sales increase of 16.3% compared to 2019. In 2020, our
16,050 same-stores accounted for sales of $31.9 billion. The increase in same-store sales reflects an increase in
average transaction amount driven by a significant increase in items per transaction and, to a lesser degree, higher
average item retail prices, which were offset in part by a decline in customer traffic. Same-store sales increased in
each of the consumables, seasonal, home products and apparel categories, with the largest percentage increase in the
home products category. The 2020 net sales increase was positively affected by new stores, modestly offset by sales
from closed stores.
Gross Profit. In 2021, gross profit increased by 0.9%, and as a percentage of net sales decreased by 16
basis points to 31.6% compared to 2020. Increased transportation costs, a greater LIFO provision which was driven
by higher product costs, increased inventory damages and higher distribution costs each contributed to the decrease
in the gross profit rate. These factors were partially offset by higher inventory markups, a reduction in markdowns
as a percentage of net sales, and a lower inventory shrink rate. In 2021, consumables and non-consumables sales
increased at approximately the same rate when compared to 2020.
2021 Form 10-K
31
In 2020, gross profit increased by 26.3%, and as a percentage of net sales increased by 117 basis points to
31.8%, compared to 2019. A reduction in markdowns as a percentage of net sales and higher initial markups on
inventory purchases each contributed to the increase in the gross profit rate. In addition, non-consumables sales
increased at a higher rate than consumables sales in 2020, which contributed to the increase in the gross profit rate.
(cid:58)e also experienced a lower rate of inventory shrink in 2020 compared to 2019. These factors were partially offset
by increased distribution and transportation costs which were impacted by increased volume, some of which was
attributable to the CO(cid:57)ID-19 pandemic, and discretionary employee bonus expense. (cid:58)e believe the effect of the
CO(cid:57)ID-19 pandemic on consumer behavior had a significant positive effect on net sales, and also had a positive
effect on our gross profit in 2020.
SG&A. SG(cid:9)A as a percentage of net sales was 22.2% in 2021 compared to 21.2% in 2020, an increase of
96 basis points. The primary expenses that were higher as a percentage of net sales in 2021 were retail labor, store
occupancy costs, depreciation and amorti(cid:93)ation, employee benefits, utilities, and workers’ compensation and general
liability expenses, partially offset by reductions in discretionary employee bonus and other miscellaneous CO(cid:57)ID-
related expenses and incentive compensation expenses.
SG(cid:9)A as a percentage of net sales was 21.2% in 2020 compared to 22.3% in 2019, a decrease of 106 basis
points. Although we incurred certain incremental costs associated with the CO(cid:57)ID-19 pandemic, including
discretionary employee bonus expense, they were more than offset by the significant increase in net sales during the
period as discussed above. Among the expenses that were a lower percentage of net sales in 2020 were retail labor,
store occupancy costs, utilities, and depreciation and amorti(cid:93)ation. In addition, we recorded expenses of $31.0
million in 2019 reflecting our estimate for the settlement of significant legal matters. These items were partially
offset by 2020 increases in incentive compensation and hurricane-related expenses.
Interest Expense. Interest expense increased $7.1 million to $157.5 million in 2021 compared to 2020, and
increased $49.8 million to $150.4 million in 2020 compared to 2019 primarily due to higher average outstanding
debt balances in connection with the issuance of debt in the first quarter of 2020. The majority of our debt is fixed
rate debt. See the detailed discussion under “Liquidity and Capital Resources” regarding the financing of various
long-term obligations.
Income Taxes. 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 compared to 2020.
The effective income tax rate for 2020 was 22.0% compared to a rate of 22.2% for 2019 which represents a
net decrease of 0.2 percentage points. The effective income tax rate was lower in 2020 primarily due to increased tax
benefits associated with share-based compensation and a larger income tax rate benefit from state taxes offset by a
lower income tax rate benefit from federal income tax credits due primarily to higher pre-tax earnings in 2020
compared to 2019.
Effects of Inflation
In 2021, 2020 and 2019, we experienced increases in product costs due in part to the CO(cid:57)ID-19 pandemic
and its effect on the global economy, particularly to the global supply chain, and tariffs on certain items imported
from China.
Li(cid:84)uidity and Capital Resources
Current Financial Condition and Recent Developments
During the past three years, we have generated an aggregate of approximately $9.0 billion in cash flows
from operating activities and incurred approximately $2.9 billion in capital expenditures. During that period, we
expanded the number of stores we operate by 2,760, representing growth of approximately 18%, and we remodeled
32
2021 Form 10-K
or relocated 4,756 stores, or approximately 31% of the stores we operated as of the beginning of the three-year
period. In 2022, we intend to continue our current strategy of pursuing store growth, remodels and relocations.
At January 28, 2022, we had a $2.0 billion unsecured revolving credit agreement (the “Revolving
Facility”), $4.0 billion aggregate principal amount of senior notes, and a commercial paper program that may
provide borrowing availability of up to $2.0 billion. At January 28, 2022, we had total consolidated outstanding debt
(including the current portion of long-term obligations) of $4.2 billion, most of which was in the form of senior
notes. All of our material borrowing arrangements are described in greater detail below. Our borrowing availability
under the Revolving Facility may be effectively limited by our commercial paper notes (“CP Notes”) as further
described below. The information contained in Note 5 to the consolidated financial statements contained in Part II,
Item 8 of this report is incorporated herein by reference.
(cid:58)e believe our cash flow from operations, and our existing cash balances, combined with availability
under the Revolving Facility, CP Notes and access to the debt markets, will provide sufficient liquidity to fund our
current obligations, projected working capital requirements, capital spending and anticipated dividend payments for
a period that includes the next twelve months as well as the next several years. (cid:43)owever, our ability to maintain
sufficient liquidity may be affected by numerous factors, many of which are outside of our control. Depending on
our liquidity levels, conditions in the capital markets and other factors, we may from time to time consider the
issuance of debt, equity or other securities, the proceeds of which could provide additional liquidity for our
operations.
For fiscal 2022, we anticipate potential combined borrowings under the Revolving Facility and CP Notes to
be a maximum of approximately $1.5 billion outstanding at any one time, including any anticipated borrowings to
fund repurchases of common stock.
Revolving Credit Facility
Effective December 2, 2021, we amended and extended our Revolving Facility, which consists of a $2.0
billion senior unsecured revolving credit facility of which up to $100.0 million is available for the issuance of letters
of credit and which is scheduled to mature on December 2, 2026.
(cid:37)orrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin
plus, at our option, either (a) LI(cid:37)OR or (b) a base rate (which is usually equal to the prime rate). The Revolving
Facility includes customary LI(cid:37)OR replacement provisions. The applicable interest rate margin for borrowings as of
January 28, 2022 was 1.015% for LI(cid:37)OR borrowings and 0.015% for base-rate borrowings. (cid:58)e must also 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 January 28, 2022, 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 our 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, our (including our subsidiaries’) ability to: incur additional liens(cid:30)
sell all or substantially all of our assets(cid:30) consummate certain fundamental changes or change in our lines of business(cid:30)
and incur additional subsidiary indebtedness. The Revolving Facility also contains financial covenants that require
the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. As of January 28, 2022,
we were in compliance with all such covenants. The Revolving Facility also contains customary events of default.
As of January 28, 2022, under the Revolving Facility, we had no outstanding borrowings, outstanding
letters of credit of $1.9 million, and borrowing availability of $2.0 billion that, due to our intention to maintain
borrowing availability related to the commercial paper program described below, could contribute incremental
liquidity of $1.76 billion at January 28, 2022. In addition, as of January 28, 2022 we had outstanding letters of credit
of $48.6 million which were issued pursuant to separate agreements.
2021 Form 10-K
33
Commercial Paper
(cid:58)e may issue 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 our other unsecured and unsubordinated indebtedness. (cid:58)e intend 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 January 28, 2022, our consolidated balance sheet reflected outstanding unsecured CP
Notes of $54.3 million. CP Notes totaling $181.0 million were held by a wholly-owned subsidiary and therefore are
not reflected in the consolidated balance sheets.
Senior Notes
In April 2013 we issued $900.0 million aggregate principal amount of 3.25% senior notes due 2023 (the
“2023 Senior Notes”) at a discount of $2.4 million, which are scheduled to mature on April 15, 2023. In
October 2015 we issued $500.0 million aggregate principal amount of 4.150% senior notes due 2025 (the “2025
Senior Notes”) at a discount of $0.8 million, which are scheduled to mature on November 1, 2025. In April 2017 we
issued $600.0 million aggregate principal amount of 3.875% senior notes due 2027 (the “2027 Senior Notes”) at a
discount of $0.4 million, which are scheduled to mature on April 15, 2027. In April 2018 we issued $500.0 million
aggregate principal amount of 4.125% senior notes due 2028 (the “2028 Senior Notes”) at a discount of $0.5
million, which are scheduled to mature on May 1, 2028. In April 2020 we issued $1.0 billion aggregate principal
amount of 3.5% senior notes due 2030 (the “2030 Senior Notes”) at a discount of $0.7 million, which are scheduled
to mature on April 3, 2030, and $500.0 million aggregate principal amount of 4.125% senior notes due 2050 (the
“2050 Senior Notes”) at a discount of $5.0 million, which are scheduled to mature on April 3, 2050. Collectively,
the 2023 Senior Notes, 2025 Senior Notes, 2027 Senior Notes, 2028 Senior Notes, 2030 Senior Notes and 2050
Senior Notes 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”). Interest on the 2023 Senior Notes and the 2027 Senior Notes is payable in cash on April 15 and
October 15 of each year. Interest on the 2025 and 2028 Senior Notes is payable in cash on May 1 and November 1
of each year. Interest on the 2030 and 2050 Senior Notes is payable in cash on April 3 and October 3 of each year.
(cid:58)e may redeem some or all of the Senior Notes at any time at redemption prices set forth in the Senior
Indenture. (cid:56)pon the occurrence of a change of control triggering event, which is defined in the Senior Indenture,
each holder of our Senior Notes has the right to require us 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.
The Senior Indenture contains covenants limiting, among other things, our ability (subject to certain
exceptions) to consolidate, merge, or sell or otherwise dispose of all or substantially all of our assets(cid:30) and our ability
and the ability of our subsidiaries to incur or guarantee indebtedness secured by liens on any shares of voting stock
of significant subsidiaries.
The Senior Indenture also provides for events of default which, if any of them occurs, would permit or
require the principal of and accrued interest on our Senior Notes to become or to be declared due and payable, as
applicable.
Rating Agencies
Our senior unsecured debt is rated “(cid:37)aa2,” by Moody’s with a stable outlook and “(cid:37)(cid:37)(cid:37)” by Standard (cid:9)
Poor’s with a stable outlook, and our commercial paper program is rated “P-2” by Moody’s and “A-2” by Standard
and Poor’s. Our current credit ratings, as well as future rating agency actions, could (i) impact our ability to finance
our operations on satisfactory terms(cid:30) (ii) affect our financing costs(cid:30) and (iii) affect our insurance premiums and
collateral requirements necessary for our self-insured programs. There can be no assurance that we will maintain or
improve our current credit ratings.
34
2021 Form 10-K
Future Cash Requirements
The following table summari(cid:93)es significant estimated future cash requirements under our various
contractual obligations and other commitments at January 28, 2022, in total and disaggregated into current ((cid:31)1 year)
and long-term (1 or more years) obligations (in thousands):
Contractual obligations
Long-term debt obligations . . . . . . . . . . . $ 4,213,826
1,241,977
Interest(a) . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insurance liabilities(b) . . . . . . . . . . .
257,411
11,941,185
Operating lease obligations . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,654,399
Total
(cid:31) 1 year
$
61,774
149,460
127,719
1,529,978
$ 1,868,931
$
1 - 3 years
913,278
245,855
91,420
2,885,518
$ 4,136,071
3 - 5 years
5(cid:14) years
$ 512,700 $ 2,726,074
633,515
7,382
5,063,197
$ 3,219,229 $ 8,430,168
213,147
30,890
2,462,492
Payments Due by Period
Commercial commitments(c)
Letters of credit . . . . . . . . . . . . . . . . . . . . $
Purchase obligations(d) . . . . . . . . . . . . . .
15,476
2,124,249
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,139,725
Total
(cid:31) 1 year
1 - 3 years
3 - 5 years
5(cid:14) years
Commitments Expiring by Period
$
15,476
2,120,271
$ 2,135,747
$
$
(cid:178) $
3,978
3,978
$
(cid:178) $
(cid:178)
(cid:178) $
(cid:178)
(cid:178)
(cid:178)
Total contractual obligations and commercial
commitments . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,794,124
$ 4,004,678
$ 4,140,049
$ 3,219,229 $ 8,430,168
(a) Represents obligations for interest payments on long-term debt and includes projected interest on variable rate
long-term debt using 2021 year end rates and balances. (cid:57)ariable rate long-term debt includes the Revolving
Facility (although such facility had a balance of (cid:93)ero as of January 28, 2022), the CP Notes (which had a
balance of $54.3 million as of January 28, 2022, and which amount is net of $181 million held by a wholly-
owned subsidiary), interest rate swaps being accounted for as fair value hedges, and the balance of an
outstanding tax increment financing of $1.9 million.
(b) (cid:58)e retain a significant portion of the risk for our workers’ compensation, employee health, general liability,
property loss, automobile, and certain third-party landlord claims exposures. As these obligations do not have
scheduled maturities, these amounts represent undiscounted estimates based upon actuarial assumptions.
Substantially all amounts are reflected on an undiscounted basis in our consolidated balance sheets.
(c) Commercial commitments include information technology license and support agreements, supplies, fixtures,
letters of credit for import merchandise, and other inventory purchase obligations.
(d) Purchase obligations include legally binding agreements for software licenses and support, supplies, fixtures,
and merchandise purchases (excluding such purchases subject to letters of credit).
Share Repurchase Program
Our common stock repurchase program had a total remaining authori(cid:93)ation of approximately $2.13 billion
at January 28, 2022. The authori(cid:93)ation 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 our
debt agreements and other factors. The repurchase program has no expiration date and may be modified or
terminated from time to time at the discretion of our (cid:37)oard of Directors. For more detail about our share repurchase
program, see Part II, Item 5 of this report and Note 11 to the consolidated financial statements contained in Part II,
Item 8 of this report.
Other Considerations
On March 16, 2022, the (cid:37)oard of Directors declared a quarterly cash dividend of $0.55 per share which is
payable on or before April 19, 2022 to shareholders of record of our common stock on April 5, 2022. (cid:58)e paid
2021 Form 10-K
35
quarterly cash dividends of $0.42 per share in 2021. Although the (cid:37)oard currently expects to continue regular
quarterly cash dividends, the declaration and amount of future cash dividends are subject to the (cid:37)oard’s sole
discretion and will depend upon, among other factors, our results of operations, cash requirements, financial
condition, contractual restrictions and other factors that our (cid:37)oard may deem relevant in its sole discretion.
Our inventory balance represented approximately 52% of our total assets exclusive of goodwill, operating
lease assets, and other intangible assets as of January 28, 2022. Our ability to effectively manage our inventory
balances can have a significant impact on our cash flows from operations during a given fiscal year. Inventory
purchases are often somewhat seasonal in nature, such as the purchase of warm-weather or Christmas-related
merchandise. Efficient management of our inventory has been and continues to be an area of focus for us.
(cid:58)e utili(cid:93)e supply chain finance programs whereby qualifying suppliers may elect at their sole discretion to
sell our payment obligations to designated third party financial institutions. (cid:58)hile the terms of these agreements are
between the supplier and the financial institution, the supply chain finance financial institutions allow the
participating suppliers to utili(cid:93)e our creditworthiness in establishing credit spreads and associated costs. As of
January 28, 2022, the amount due to suppliers participating in these supply chain finance programs was $328.2
million.
As described in Note 7 to the consolidated financial statements, we are involved in a number of legal
actions and claims, some of which could potentially result in material cash payments. Adverse developments in
those actions could materially and adversely affect our liquidity.
Cash Flows
Cash flows from operating activities. Cash flows from operating activities were $2.87 billion in 2021,
which represents a $1.01 billion decrease compared to 2020. As noted above, the CO(cid:57)ID-19 pandemic resulted in
significantly increased sales, gross profit, and operating income in 2020, and our net income decreased $255.8
million in 2021 compared to 2020. Changes in accounts payable resulted in a $98.7 million increase in our working
capital in 2021 compared to a $745.6 million increase in 2020, due primarily to the timing of receipts and payments.
Changes in accrued expenses resulted in a $37.3 million decrease in our working capital in 2021 compared to a
$388.6 million increase in 2020, due primarily to the timing of accruals and payments for payroll taxes and incentive
compensation. Changes in merchandise inventories resulted in a $550.1 million decrease in our working capital in
2021 which was similar to the decrease of $575.8 million in 2020 as described in greater detail below. Changes in
income taxes in 2021 compared to 2020 are primarily due to the timing of payments for income taxes.
Cash flows from operating activities were $3.88 billion in 2020, which represents a $1.64 billion increase
compared to 2019. The increased sales, gross profit, and operating income driven by the CO(cid:57)ID-19 pandemic
contributed to the increase in net income of $942.5 million in 2020 over 2019. Changes in accounts payable resulted
in a $745.6 million increase in our working capital in 2020 compared to a $428.6 million increase in 2019, due
primarily to the timing of receipts and payments. Changes in accrued expenses resulted in a $388.6 million increase
in our working capital in 2020 compared to a $100.3 million increase in 2019, due primarily to increased accruals
for incentive compensation and non-income taxes. Changes in merchandise inventories resulted in a $575.8 million
decrease in our working capital in 2020 which was similar to the decrease of $578.8 million in 2019 as described in
greater detail below. Changes in income taxes including an increase in cash paid for income taxes in 2020 compared
to 2019 are primarily due to the increase in pre-tax earnings in 2020.
On an ongoing basis, we closely monitor and manage our inventory balances, and they may fluctuate from
period to period based on new store openings, the timing of purchases, and other factors. Merchandise inventories
increased by 7% in 2021, by 12% in 2020 and by 14% in 2019. Inventory levels in the consumables category
decreased by $1.8 million, or 0%, in 2021, increased by $455.6 million, or 15%, in 2020, and increased by $371.9
million, or 14% in 2019. The seasonal category increased by $177.8 million, or 20%, in 2021, by $35.7 million, or
4%, in 2020, and by $127.3 million, or 17%, in 2019. The home products category increased by $230.0 million, or
45%, in 2021, by $66.3 million, or 15%, in 2020, and by $82.8 million, or 23%, in 2019. The apparel category
decreased by $39.2 million, or 10%, in 2021, increased by $12.9 million, or 3%, in 2020, and decreased by $2.1
million, or 1%, in 2019.
36
2021 Form 10-K
Cash flows from investing activities. Significant components of property and equipment purchases in 2021
included the following approximate amounts: $510 million for improvements, upgrades, remodels and relocations of
existing stores(cid:30) $268 million for distribution and transportation-related capital expenditures(cid:30) $244 million related to
store facilities, primarily for leasehold improvements, fixtures and equipment in new stores(cid:30) and $44 million for
information systems upgrades and technology-related projects. The timing of new, remodeled and relocated store
openings along with other factors may affect the relationship between such openings and the related property and
equipment purchases in any given period. During 2021, we opened 1,050 new stores and remodeled or relocated
1,852 stores.
Significant components of property and equipment purchases in 2020 included the following approximate
amounts: $447 million for improvements, upgrades, remodels and relocations of existing stores(cid:30) $271 million for
distribution and transportation-related capital expenditures(cid:30) $250 million related to store facilities, primarily for
leasehold improvements, fixtures and equipment in new stores(cid:30) and $50 million for information systems upgrades
and technology-related projects. During 2020, we opened 1,000 new stores and remodeled or relocated 1,780 stores.
Significant components of property and equipment purchases in 2019 included the following approximate
amounts: $338 million for improvements, upgrades, remodels and relocations of existing stores(cid:30) $217 million for
distribution and transportation-related projects(cid:30) $149 million for new leased stores, primarily for leasehold
improvements, fixtures and equipment(cid:30) and $59 million for information systems upgrades and technology-related
projects. During 2019, we opened 975 new stores and remodeled or relocated 1,124 stores.
Capital expenditures during 2022 are projected to be in the range of $1.4 billion to $1.5 billion. (cid:58)e
anticipate funding 2022 capital requirements with a combination of some or all of the following: existing cash
balances, cash flows from operations, availability under our Revolving Facility and(cid:18)or the issuance of additional
senior notes and CP Notes. (cid:58)e plan to continue to invest in store growth and development of approximately 1,110
new stores and approximately 1,870 stores to be remodeled or relocated. Capital expenditures in 2022 are
anticipated to support our store growth as well as our remodel and relocation initiatives, including capital outlays for
leasehold improvements, fixtures and equipment(cid:30) the construction of new stores(cid:30) costs to support and enhance our
supply chain initiatives including new and existing distribution center facilities and our private fleet(cid:30) technology
initiatives(cid:30) as well as routine and ongoing capital requirements.
Cash flows from financing activities. In 2021, net commercial paper borrowings increased by $54.3 million.
and we had no borrowings or repayments under the Revolving Facility. (cid:58)e repurchased 12.1 million shares of our
common stock at a total cost of $2.5 billion and paid cash dividends of $392.2 million.
In 2020, net proceeds from the issuance of the 2030 Senior Notes and 2050 Senior Notes totaled $1.5
billion, net commercial paper borrowings decreased by $425.2 million, and borrowings and repayments under the
Revolving Facility were $300.0 million each. (cid:58)e repurchased 12.3 million shares of our common stock at a total
cost of $2.5 billion and paid cash dividends of $355.9 million.
In 2019, we had a net increase in consolidated commercial paper borrowings of $58.3 million and had no
borrowings or repayments under the Revolving Facility. (cid:58)e repurchased 8.3 million outstanding shares of our
common stock in 2019 at a total cost of $1.2 billion and paid cash dividends of $327.6 million.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the
(cid:56)nited States (“(cid:56).S. GAAP”) requires management to make estimates and assumptions that affect reported amounts
and related disclosures. In addition to the estimates presented below, there are other items within our financial
statements that require estimation, but are not deemed critical as defined below. (cid:58)e believe these estimates are
reasonable and appropriate. (cid:43)owever, if actual experience differs from the assumptions and other considerations
used, the resulting changes could have a material effect on the financial statements taken as a whole.
2021 Form 10-K
37
Management believes the following policies and estimates are critical because they involve significant
judgments, assumptions, and estimates. Management has discussed the development and selection of the critical
accounting estimates with the Audit Committee of our (cid:37)oard of Directors, and the Audit Committee has reviewed
the disclosures presented below relating to those policies and estimates. See Note 1 to the consolidated financial
statements for a detailed discussion of our principal accounting policies.
Merchandise Inventories. Merchandise inventories are stated at the lower of cost or market (“LCM”) with
cost determined using the retail last in, first out (“LIFO”) method. (cid:58)e use the retail inventory method (“RIM”) to
calculate gross profit and the resulting valuation of inventories at cost, which are computed utili(cid:93)ing a calculated
cost-to-retail inventory ratio to the retail value of sales at an inventory department level. (cid:58)e apply the RIM to these
departments, which are groups of products that are fairly uniform in terms of cost, selling price relationship and
turnover. The RIM will result in valuing inventories at LCM if permanent markdowns are currently taken as a
reduction of the retail value of inventories. Inherent in the RIM calculation are certain management judgments and
estimates that may impact the ending inventory valuation at cost, as well as the gross profit recogni(cid:93)ed. These
judgments include ensuring departments consist of similar products, recording estimated shrinkage between physical
inventories, and timely recording of markdowns needed to sell inventory.
(cid:58)e perform an annual LIFO analysis whereby all merchandise units are considered for inclusion in the
index formulation. An actual valuation of inventory under the LIFO method is made at the end of each year based on
the inventory levels and costs at that time. In contrast, interim LIFO calculations are based on management’s annual
estimates of sales, the rate of inflation or deflation, and year-end inventory levels. (cid:58)e also perform analyses for
determining obsolete inventory, adjusting inventory on a quarterly basis to an LCM value based on various
management assumptions including estimated below cost markdowns not yet recorded, but required to liquidate
such inventory in future periods.
Factors considered in the determination of markdowns include current and anticipated demand based on
changes in competitors’ practices, consumer preferences, consumer spending, significant weather events and
unseasonable weather patterns. Certain of these factors are outside of our control and may result in greater than
estimated markdowns to entice consumer purchases of excess inventory. The amount and timing of markdowns may
vary significantly from year to year.
(cid:58)e perform physical inventories in virtually all of our stores on an annual basis. (cid:58)e calculate our shrink
provision based on actual physical inventory results during the fiscal period and an accrual for estimated shrink
occurring subsequent to a physical inventory through the end of the fiscal reporting period. This accrual is calculated
as a percentage of sales at each retail store, at a department level, based on the store’s most recent historical shrink
rate. To the extent that subsequent physical inventories yield different results than the estimated accrual, our
effective shrink rate for a given reporting period will include the impact of adjusting to the actual results.
(cid:58)e believe our estimates and assumptions related to the application of the RIM results in a merchandise
inventory valuation that reasonably approximates cost on a consistent basis.
Impairment of Long-lived Assets. Impairment of long-lived assets results when the carrying value of the
assets exceeds the estimated undiscounted future cash flows generated by the assets. Our estimate of undiscounted
future store cash flows is based upon historical operations of the stores and estimates of future profitability which
encompasses many factors that are subject to variability and are difficult to predict. If our estimates of future cash
flows are not materially accurate, our impairment analysis could be impacted accordingly. If a long-lived asset is
found to be impaired, the amount recogni(cid:93)ed for impairment is equal to the difference between the carrying value
and the asset’s estimated fair value. The fair value is estimated based primarily upon projected future cash flows
(discounted at our credit adjusted risk-free rate) or other reasonable estimates of fair market value. Although not
currently anticipated, changes in these estimates, assumptions or projections could materially affect the
determination of fair value or impairment.
Insurance Liabilities. (cid:58)e retain a significant portion of the risk for our workers’ compensation, employee
health, general liability, property loss, automobile and certain third-party landlord claim exposures. These represent
significant costs primarily due to our large employee base and number of stores. Provisions are made for these
38
2021 Form 10-K
liabilities on an undiscounted basis. Certain of these liabilities are based on actual claim data and estimates of
incurred but not reported claims developed using actuarial methodologies based on historical claim trends, which
have been and are anticipated to continue to be materially accurate. If future claim trends deviate from recent
historical patterns, or other unanticipated events affect the number and significance of future claims, we may be
required to record additional expenses or expense reductions, which could be material to our future financial results.
Contingent Liabilities – Income Taxes. Income tax reserves are determined using the methodology
established by accounting standards relating to uncertainty in income taxes. These standards require companies to
assess each income tax position taken using a two-step process. 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 reali(cid:93)ed upon ultimate settlement of the
respective tax position. (cid:56)ncertain tax positions require determinations and liabilities to be estimated based on
provisions of the tax law which may be subject to change or varying interpretation. If our determinations and
estimates prove to be inaccurate, the resulting adjustments could be material to our future financial results.
Lease Accounting. Lease liabilities are recorded at a discount based upon our estimated collaterali(cid:93)ed
incremental borrowing rate which involves significant judgments and estimates. Factors incorporated into the
calculation of lease discount rates include the valuations and yields of our senior notes, their credit spread over
comparable (cid:56).S. Treasury rates, and an index of the credit spreads for all North American investment grade
companies by rating. To determine an indicative secured rate, we use the estimated credit spread improvement that
would result from an upgrade of one ratings classification by tenor. Many of our stores are subject to build-to-suit
arrangements with landlords, which typically carry a primary lease term of up to 15 years with multiple renewal
options. (cid:58)e also have stores subject to shorter-term leases and many of these leases have renewal options. (cid:58)e
record single lease expense on a straight-line basis over the lease term including any option periods that are
reasonably certain to be renewed, commencing on the date that we take physical possession of the property from the
landlord. Tenant allowances, to the extent received, are recorded as a reduction of the right of use asset.
Improvements of leased properties are amorti(cid:93)ed over the shorter of the life of the applicable lease term or the
estimated useful life of the asset.
Share-Based Payments. Our stock option awards are valued on an individual grant basis using the (cid:37)lack-
Scholes-Merton closed form option pricing model. (cid:58)e believe that this model fairly estimates the value of our stock
option awards. The application of this valuation model involves assumptions that are judgmental in the valuation of
stock options, which affects compensation expense related to these options. These assumptions include the term that
the options are expected to be outstanding, the historical volatility of our stock price, applicable interest rates and the
dividend yield of our stock. Other factors involving judgments that affect the expensing of share-based payments
include estimated forfeiture rates of share-based awards. (cid:43)istorically, these estimates have been materially accurate(cid:30)
however, if our estimates differ materially from actual experience, we may be required to record additional expense
or reductions of expense, which could be material to our future financial results.
Fair Value Measurements. Accounting standards for the measurement of fair value of assets and liabilities
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). Therefore, Level 3 inputs are typically based on an entity’s own
assumptions, as there is little, if any, related market activity, and thus require the use of significant judgment and
estimates. Currently, we have no assets or liabilities that are valued based solely on Level 3 inputs. Our fair value
measurements are primarily associated with our outstanding debt instruments. (cid:58)e use various valuation models in
determining the values of these liabilities. (cid:58)e believe that in recent years these methodologies have produced
materially accurate valuations.
2021 Form 10-K
39
ITEM 7A. (cid:52)UANTITATIVE AND (cid:52)UALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
(cid:58)e are exposed to market risk primarily from adverse changes in interest rates, and to a lesser degree
commodity prices. To minimi(cid:93)e this risk, we may periodically use financial instruments, including derivatives. All
derivative financial instrument transactions must be authori(cid:93)ed and executed pursuant to approval by the (cid:37)oard of
Directors. As a matter of policy, we do not buy or sell financial instruments for speculative or trading purposes, and
any such derivative financial instruments are intended to be used to reduce risk by hedging an underlying economic
exposure. Our objective is to correlate derivative financial instruments and the underlying exposure being hedged, so
that fluctuations in the value of the financial instruments are generally offset by reciprocal changes in the value of
the underlying economic exposure.
Interest Rate Risk
(cid:58)e are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt.
(cid:58)e manage our interest rate risk through the strategic use of fixed and variable interest rate debt and, from time to
time, derivative financial instruments. Currently, we are counterparty to certain interest rate swaps with a total
notional amount of $350.0 million entered into in May 2021. These swaps are scheduled to mature in April 2030.
(cid:56)nder the terms of these agreements, we swapped fixed interest rates on a portion of our 2030 Senior Notes for
three-month LI(cid:37)OR rates. In recent years, our principal interest rate exposure has been from outstanding borrowings
under our Revolving Facility as well as our commercial paper program. As of January 28, 2022, we had $54.3
million of consolidated commercial paper borrowings and no borrowings outstanding under our Revolving Facility.
For a detailed discussion of our Revolving Facility and our commercial paper program, see Note 5 to the
consolidated financial statements.
A change in interest rates on variable rate debt impacts our pre-tax earnings and cash flows(cid:30) whereas a
change in interest rates on fixed rate debt impacts the economic fair value of debt but not our pre-tax earnings and
cash flows. At January 28, 2022, our primary interest rate exposure was from changes in interest rates which affect
our variable rate debt. (cid:37)ased on our outstanding variable rate debt as of January 28, 2022, after giving consideration
to our interest rate swap agreements, the annuali(cid:93)ed effect of a one percentage point increase in variable interest
rates would have resulted in a pretax reduction of our earnings and cash flows of approximately $4.1 million in
2021.
At January 29, 2021, our primary interest rate exposure was from changes in interest rates on our variable
rate investment holdings, which were classified as cash and cash equivalents in our consolidated financial
statements. The increase in cash and cash equivalents was driven primarily by our issuance of $1.5 billion of senior
unsecured notes during the first quarter of 2020 as we sought to strengthen liquidity as a result of the uncertainty
caused by the CO(cid:57)ID-19 pandemic. (cid:37)ased on our variable rate cash investment balance of $1.1 billion at
January 29, 2021, the annuali(cid:93)ed effect of a 0.1 percentage point decrease in interest rates would have resulted in a
pre-tax reduction of our earnings and cash flows of approximately $1.1 million in 2020.
40
2021 Form 10-K
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and the (cid:37)oard of Directors of
Dollar General Corporation
Opinion on the Financial Statements
(cid:58)e have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the
Company) as of January 28, 2022 and January 29, 2021, the related consolidated statements of income,
comprehensive income, shareholders(cid:10) equity and cash flows for each of the three years in the period ended
January 28, 2022, 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 January 28, 2022 and January 29, 2021, and the results of its operations and its cash flows for each of
the three years in the period ended January 28, 2022, in conformity with (cid:56).S. generally accepted accounting
principles.
(cid:58)e also have audited, in accordance with the standards of the Public Company Accounting Oversight (cid:37)oard ((cid:56)nited
States) (PCAO(cid:37)), the Company(cid:10)s internal control over financial reporting as of January 28, 2022, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organi(cid:93)ations of the
Treadway Commission (2013 framework), and our report dated March 18, 2022, expressed an unqualified opinion
thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company(cid:10)s management. Our responsibility is
to express an opinion on the Company’s consolidated financial statements based on our audits. (cid:58)e are a public
accounting firm registered with the PCAO(cid:37) and are required to be independent with respect to the Company in
accordance with the (cid:56).S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAO(cid:37).
(cid:58)e conducted our audits in accordance with the standards of the PCAO(cid:37). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
(cid:58)e believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
2021 Form 10-K
41
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to
which it relates.
Description of the
Matter
Estimate of Workers’ Compensation and General Liability Reserves
The Company records expenses and reserves for workers’ compensation matters
related to alleged work-related employee accidents and injuries, as well as general
liability matters related to alleged non-employee incidents and injuries. At
January 28, 2022, the Company’s reserves for self-insurance risks were $257.4
million, which includes workers’ compensation and general liability reserves. As
discussed in Note 1 of the consolidated financial statements, the Company retains a
significant portion of risk related to its workers’ compensation and general liability
exposures. Accordingly, provisions are recorded for the Company’s estimates of
such losses. The undiscounted future claim costs for the workers’ compensation and
general liability exposures are estimated using actuarial methods.
Auditing management’s assessment of the recorded workers’ compensation and
general liability self-insurance exposure reserves was complex and judgmental due
to the significant assumptions required in projecting the exposure on incurred claims
(including those which have not been reported to the Company). In particular, the
estimate was sensitive to significant assumptions such as loss development factors,
trend factors, pure loss rates, and projected claim counts.
How We Addressed
the Matter in Our
Audit
(cid:58)e obtained an understanding, evaluated the design, and tested the operating
effectiveness of controls over the Company’s accounting for these self-insurance
exposures. For example, we tested controls over the appropriateness of the
assumptions management used in the calculation and the completeness and accuracy
of the data underlying the reserves.
To test the Company’s determination of the estimated required workers’ compensation
and general liability self-insurance reserves, we performed audit procedures that
included, among others, assessing the actuarial valuation methodologies utili(cid:93)ed by
management, testing the significant assumptions discussed above, testing the
completeness and accuracy of the underlying data used by the Company in its
evaluation, and testing the mathematical accuracy of the calculations. (cid:58)e also
compared the significant assumptions used by management to industry accepted
actuarial assumptions, reassessed the accuracy of management’s historical estimates
utili(cid:93)ed in prior period evaluations, and utili(cid:93)ed an actuarial valuation specialist to
assist in assessing the valuation methodologies and significant assumptions used in
the valuation analysis, as well as to compare the Company’s recorded reserve to an
independently developed range of actuarial reserves.
(cid:18)s(cid:18) Ernst (cid:9) Young LLP
(cid:58)e have served as the Company’s auditor since 2001.
Nashville, Tennessee
March 18, 2022
42
2021 Form 10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
January 28,
2022
January 29,
2021
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
344,829 $ 1,376,577
5,247,477
5,614,325
90,760
97,394
199,405
247,295
6,914,219
6,303,843
3,899,997
4,346,127
9,473,330
10,092,930
4,338,589
4,338,589
1,199,870
1,199,750
36,619
46,132
$ 26,327,371 $ 25,862,624
LIABILITIES AND SHAREHOLDERS(cid:182) E(cid:52)UITY
Current liabilities:
Current portion of operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies
Shareholders’ equity:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock(cid:30) $0.875 par value, 1,000,000 shares authori(cid:93)ed, 230,016 and
240,785 shares issued and outstanding at January 28, 2022 and January 29,
2021, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and shareholders(cid:10) equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,183,559 $ 1,074,079
3,614,089
1,006,552
16,063
5,710,783
4,130,975
8,385,388
710,549
263,691
3,738,604
1,049,139
8,055
5,979,357
4,172,068
8,890,709
825,254
197,997
(cid:178)
(cid:178)
201,265
3,587,914
2,473,999
(1,192)
6,261,986
210,687
3,446,612
3,006,102
(2,163)
6,661,238
$ 26,327,371 $ 25,862,624
The accompanying notes are an integral part of the consolidated financial statements.
2021 Form 10-K
43
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . .
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per share:
January 28,
2022
$ 34,220,449
23,407,443
10,813,006
7,592,331
3,220,675
157,526
3,063,149
663,917
$ 2,399,232
For the Year Ended
January 29,
January 31,
2021
2020
$ 33,746,839 $ 27,753,973
19,264,912
8,489,061
6,186,757
2,302,304
100,574
2,201,730
489,175
$ 2,655,050 $ 1,712,555
23,027,977
10,718,862
7,164,097
3,554,765
150,385
3,404,380
749,330
(cid:37)asic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
10.24
10.17
$
$
10.70 $
10.62 $
6.68
6.64
(cid:58)eighted average shares outstanding:
(cid:37)asic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
234,261
235,812
248,171
250,076
256,553
258,053
Dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.68
$
1.44 $
1.28
The accompanying notes are an integral part of the consolidated financial statements.
44
2021 Form 10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:56)nreali(cid:93)ed net gain (loss) on hedged transactions, net of related
For the Year Ended
January 28, January 29, January 31,
2021
2020
$ 2,655,050 $ 1,712,555
2022
$ 2,399,232
income tax expense (benefit) of $346, $346, and $345, respectively . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
971
$ 2,400,203
972
973
$ 2,656,022 $ 1,713,528
The accompanying notes are an integral part of the consolidated financial statements.
2021 Form 10-K
45
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS(cid:182) E(cid:52)UITY
(In thousands except per share amounts)
Common
Additional
Common
Stock
Shares
(cid:37)alances, February 1, 2019 . . . . . . . . . . . . . . . . . . 259,511
(cid:178)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid, $1.28 per common share . . . . . . . .
(cid:178)
(cid:56)nreali(cid:93)ed net gain (loss) on hedged transactions . .
(cid:178)
Share-based compensation expense . . . . . . . . . . . .
(cid:178)
Repurchases of common stock . . . . . . . . . . . . . . . .
(8,252)
Transition adjustment upon adoption of accounting
standard (see Note 1) . . . . . . . . . . . . . . . . . . . . .
(cid:178)
Other equity and related transactions . . . . . . . . . . .
677
(cid:37)alances, January 31, 2020 . . . . . . . . . . . . . . . . . . 251,936
(cid:178)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid, $1.44 per common share . . . . . . . .
(cid:178)
(cid:56)nreali(cid:93)ed net gain (loss) on hedged transactions . .
(cid:178)
Share-based compensation expense . . . . . . . . . . . .
(cid:178)
(12,297)
Repurchases of common stock . . . . . . . . . . . . . . . .
1,146
Other equity and related transactions . . . . . . . . . . .
(cid:37)alances, January 29, 2021 . . . . . . . . . . . . . . . . . . 240,785
(cid:178)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:178)
Dividends paid, $1.68 per common share . . . . . . . .
(cid:56)nreali(cid:93)ed net gain (loss) on hedged transactions . .
(cid:178)
Share-based compensation expense . . . . . . . . . . . .
(cid:178)
(12,058)
Repurchases of common stock . . . . . . . . . . . . . . . .
Other equity and related transactions . . . . . . . . . . .
1,289
(cid:37)alances, January 28, 2022 . . . . . . . . . . . . . . . . . . 230,016
Accumulated
Other
Comprehensi(cid:89)e
Stock
$ 227,072
(cid:178)
(cid:178)
(cid:178)
(cid:178)
(7,221)
(cid:178)
593
$ 220,444
(cid:178)
(cid:178)
(cid:178)
(cid:178)
(10,760)
1,003
$ 210,687
(cid:178)
(cid:178)
(cid:178)
(cid:178)
(10,551)
1,129
$ 201,265
Paid-in
Capital
$ 3,252,421
(cid:178)
(cid:178)
(cid:178)
48,589
(cid:178)
(cid:178)
21,521
$ 3,322,531
(cid:178)
(cid:178)
(cid:178)
68,609
(cid:178)
55,472
$ 3,446,612
(cid:178)
(cid:178)
(cid:178)
78,178
(cid:178)
63,124
$ 3,587,914
Retained
Earnings
$ 2,941,107
1,712,555
(327,578)
$
(cid:178)
(cid:178)
(1,193,155)
28,830
901
$ 3,162,660
2,655,050
(355,934)
$
(cid:178)
(cid:178)
(2,455,674)
(cid:178)
$
$ 3,006,102
2,399,232
(392,217)
(cid:178)
(cid:178)
(2,539,118)
$ 2,473,999
(cid:178)
$
Loss
Total
(3,207) $ 6,417,393
1,712,555
(327,578)
973
48,589
(1,200,376)
(cid:178)
(cid:178)
973
(cid:178)
(cid:178)
(cid:178)
(901)
(cid:178)
(cid:178)
972
(cid:178)
(cid:178)
(cid:178)
28,830
22,114
(3,135) $ 6,702,500
2,655,050
(355,934)
972
68,609
(2,466,434)
56,475
(2,163) $ 6,661,238
2,399,232
(392,217)
971
78,178
(2,549,669)
64,253
(1,192) $ 6,261,986
(cid:178)
(cid:178)
971
(cid:178)
(cid:178)
(cid:178)
The accompanying notes are an integral part of the consolidated financial statements.
46
2021 Form 10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,399,232
Adjustments to reconcile net income to net cash from operating
$ 2,655,050 $ 1,712,555
January 28,
2022
For the Year Ended
January 29,
January 31,
2021
2020
activities:
Depreciation and amorti(cid:93)ation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncash (gains) and losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in operating assets and liabilities:
Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of property and equipment . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities. . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Issuance of long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in commercial paper outstanding . . . . . . . . . . .
(cid:37)orrowings under revolving credit facilities . . . . . . . . . . . . . . . . . . . . . .
Repayments of borrowings under revolving credit facilities . . . . . . . . .
Costs associated with issuance of debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other equity and related transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . $
Supplemental cash flow information:
Cash paid for:
641,316
114,359
78,178
191,040
(550,114)
(47,471)
98,735
(37,328)
(14,642)
(7,494)
2,865,811
574,237
34,976
68,609
11,570
504,804
55,407
48,589
8,293
(575,827)
(16,516)
745,596
388,597
(6,522)
(3,611)
3,876,159
(578,783)
(14,453)
428,627
100,322
(20,404)
(6,959)
2,237,998
(1,070,460)
4,903
(1,065,557)
(1,027,963)
3,053
(1,024,910)
(784,843)
2,358
(782,485)
(cid:178) 1,494,315
(4,640)
(425,200)
300,000
(300,000)
(13,574)
(2,466,434)
(355,926)
56,467
(1,714,992)
1,136,257
240,320
$ 1,376,577 $
(6,402)
54,300
(cid:178)
(cid:178)
(2,268)
(2,549,669)
(392,188)
64,225
(2,832,002)
(1,031,748)
1,376,577
344,829
(cid:178)
(1,465)
58,300
(cid:178)
(cid:178)
(1,675)
(1,200,376)
(327,568)
22,104
(1,450,680)
4,833
235,487
240,320
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
159,803
568,267
$
$
128,211 $
721,570 $
100,033
457,119
Supplemental noncash investing and financing activities:
Right of use assets obtained in exchange for new operating lease
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,778,564
$ 1,721,530
$ 1,705,988
Purchases of property and equipment awaiting processing for
payment, included in Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . $
143,589
$
118,059
$
110,248
The accompanying notes are an integral part of the consolidated financial statements.
2021 Form 10-K
47
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Basis of presentation and accounting policies
Basis of presentation
These notes contain references to the years 2021, 2020, and 2019, which represent fiscal years ended
January 28, 2022, January 29, 2021, and January 31, 2020, respectively. The Company’s 2021, 2020 and 2019
accounting periods were each comprised of 52 weeks. The Company’s fiscal year ends on the Friday closest to
January 31. The consolidated financial statements include all subsidiaries of the Company, except for its not-for-
profit subsidiary which the Company does not control. Intercompany transactions have been eliminated.
The Company sells general merchandise on a retail basis through 18,130 stores (as of January 28, 2022) in
46 states with the greatest concentration of stores in the southern, southwestern, midwestern and eastern (cid:56)nited
States. As of January 28, 2022, the Company operated 16 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 leases 12 of these facilities and the remainder are owned.
Cash and cash e(cid:84)ui(cid:89)alents
Cash and cash equivalents include highly liquid investments with insignificant interest rate risk and original
maturities of three months or less when purchased. Such investments primarily consist of money market funds, bank
deposits, certificates of deposit, and commercial paper. 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 $133.9 million and $125.3 million at January 28, 2022 and January 29, 2021, respectively.
In(cid:89)estments in debt and e(cid:84)uity securities
The Company accounts for investments in debt and marketable equity securities as held-to-maturity,
available-for-sale, or trading, depending on their classification. Debt securities categori(cid:93)ed as held-to-maturity are
stated at amorti(cid:93)ed cost. Debt and equity securities categori(cid:93)ed as available-for-sale are stated at fair value, with any
unreali(cid:93)ed gains and losses, net of deferred income taxes, reported as a component of Accumulated other
comprehensive loss. Trading securities are stated at fair value, with changes in fair value recorded as a component of
Selling, general and administrative (“SG(cid:9)A”) expense. The cost of securities sold is based upon the specific
identification method.
Merchandise in(cid:89)entories
Inventories are stated at the lower of cost or market (“LCM”) with cost determined using the retail last-in,
first-out (“LIFO”) method as this method results in a better matching of costs and revenues. (cid:56)nder the Company’s
retail inventory method (“RIM”), the calculation of gross profit and the resulting valuation of inventories at cost are
computed by applying a calculated cost-to-retail inventory ratio to the retail value of sales at a department level. The
use of the RIM will result in valuing inventories at LCM if markdowns are currently taken as a reduction of the
retail value of inventories. Costs directly associated with warehousing and distribution are capitali(cid:93)ed into inventory.
The excess of current cost over LIFO cost was approximately $296.3 million and $115.9 million at
January 28, 2022 and January 29, 2021, respectively. Current cost is determined using the RIM on a first-in, first-out
basis. (cid:56)nder the LIFO inventory method, the impacts of rising or falling market price changes increase or decrease
cost of sales (the LIFO provision or benefit). The Company recorded a LIFO provision of $180.4 million in 2021,
$5.1 million in 2020, and $7.0 million in 2019, which is included in cost of goods sold in the consolidated
statements of income.
48
2021 Form 10-K
The Company purchases its merchandise from a wide variety of suppliers. The Company’s two largest
suppliers accounted for approximately 9% and 8%, respectively, of the Company’s purchases in 2021.
Vendor rebates
The Company accounts for all cash consideration received from vendors in accordance with applicable
accounting standards pertaining to such arrangements. Cash consideration received from a vendor is generally
presumed to be a rebate or an allowance and is accounted for as a reduction of merchandise purchase costs as
earned. (cid:43)owever, certain specific, incremental and otherwise qualifying SG(cid:9)A expenses related to the promotion or
sale of vendor products may be offset by cash consideration received from vendors, in accordance with
arrangements such as cooperative advertising, when earned for dollar amounts up to but not exceeding actual
incremental costs.
Prepaid expenses and other current assets
Prepaid expenses and other current assets include prepaid amounts for maintenance, business licenses,
advertising, and insurance, and amounts receivable for certain vendor rebates (primarily those expected to be
collected in cash) and coupons.
Property and e(cid:84)uipment
Property and equipment acquired is recorded at cost. The Company records depreciation and amorti(cid:93)ation
on a straight-line basis over the assets’ estimated useful lives. Amounts included in the Company’s property and
equipment balances and their estimated lives are summari(cid:93)ed as follows:
(In thousands)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land improvements . . . . . . . . . . . . . . . . . . . . . . .
(cid:37)uildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . .
Furniture, fixtures and equipment . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . .
Right of use assets - finance leases . . . . . . . . . . .
Less accumulated depreciation and
amorti(cid:93)ation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net property and equipment . . . . . . . . . . . . . . . .
Life
Indefinite
20
39 - 40
(a)
3 - 10
(cid:57)arious
January 28,
January 29,
$
2022
227,085 $
96,402
1,446,126
889,782
4,984,534
131,073
162,772
7,937,774
2021
224,628
93,169
1,329,309
782,858
4,487,665
183,593
163,108
7,264,330
(3,591,647)
(3,364,333)
$ 4,346,127 $ 3,899,997
(a) Depreciated over the lesser of the life of the applicable lease term or the estimated useful
life of the asset.
Depreciation and amorti(cid:93)ation expense related to property and equipment was approximately $635.9
million, $569.3 million and $500.4 million for 2021, 2020 and 2019, respectively. Interest on borrowed funds during
the construction of property and equipment is capitali(cid:93)ed where applicable. Interest costs of $1.2 million, less than
$0.1 million, and $2.7 million were capitali(cid:93)ed in 2021, 2020 and 2019, respectively.
Impairment of long-li(cid:89)ed assets
(cid:58)hen indicators of impairment are present, the Company evaluates the carrying value of long-lived assets,
excluding goodwill and other indefinite-lived intangible assets, in relation to the operating performance and future
cash flows or the appraised values of the underlying assets. Generally, the Company’s policy is to review for
impairment stores open more than three years for which current cash flows from operations are negative.
Impairment results when the carrying value of the assets exceeds the undiscounted future cash flows expected to be
generated by the assets. The Company’s estimate of undiscounted future cash flows is based upon historical
operations of the stores and estimates of future store profitability which encompasses many factors that are subject
2021 Form 10-K
49
to variability and difficult to predict. If a long-lived asset is found to be impaired, the amount recogni(cid:93)ed for
impairment is equal to the difference between the carrying value and the asset’s estimated fair value. The fair value
is estimated based primarily upon estimated future cash flows over the asset’s remaining useful life (discounted at
the Company’s credit adjusted risk-free rate) or other reasonable estimates of fair market value. Assets to be
disposed of are adjusted to the fair value less the cost to sell if less than the book value.
The Company recorded impairment charges included in SG(cid:9)A expense of approximately $2.6 million in
2021, $2.7 million in 2020 and $3.6 million in 2019, to reduce the carrying value of certain of its stores’ assets. Such
action was deemed necessary based on the Company’s evaluation that such amounts would not be recoverable
primarily due to insufficient sales or excessive costs resulting in the carrying value of the assets exceeding the
estimated undiscounted future cash flows generated by the assets at these locations.
Goodwill and other intangible assets
If not deemed indefinite, the Company amorti(cid:93)es intangible assets over their estimated useful lives.
Goodwill and intangible assets with indefinite lives are tested for impairment annually or more frequently if
indicators of impairment are present. Definite lived intangible assets are tested for impairment if indicators of
impairment are present. Impaired assets are written down to fair value as required. No impairment of intangible
assets has been identified during any of the periods presented.
In accordance with accounting standards for goodwill and indefinite-lived intangible assets, an entity has
the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more
likely than not that goodwill or an indefinite-lived intangible asset is impaired. If after such assessment an entity
concludes that the asset is not impaired, then the entity is not required to take further action. (cid:43)owever, if an entity
concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test.
If the results of such test indicate impairment, the associated assets must be written down to fair value as described
in further detail below.
The quantitative goodwill impairment test requires management to make judgments in determining what
assumptions to use in the calculation. The process consists of comparing the fair value of the reporting unit to its
carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount,
management would then determine if the difference between the carrying amount and fair value is greater than the
carrying amount of goodwill allocated to the reporting unit. If it is, the impairment recogni(cid:93)ed would be equal to the
total carrying amount of goodwill allocated to the reporting unit, and if not, impairment would be recogni(cid:93)ed equal
to the difference between the carrying amount of the reporting unit and its fair value.
The quantitative impairment test for intangible assets compares the fair value of the intangible asset with its
carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is
recogni(cid:93)ed in an amount equal to that excess.
The Company’s goodwill balance has an indefinite life and is not expected to be deductible for income tax
purposes. Substantially all of the Company’s other intangible assets are its trade names and trademarks which have
an indefinite life.
Other assets
Noncurrent Other assets consist primarily of qualifying prepaid expenses for maintenance, beer and wine
licenses, and utility, security and other deposits.
50
2021 Form 10-K
Accrued expenses and other liabilities
Accrued expenses and other consist of the following:
(In thousands)
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes (other than taxes on income) . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 28, January 29,
$
2022
215,355 $
127,719
324,438
381,627
2021
269,032
110,321
318,552
308,647
$ 1,049,139 $ 1,006,552
Included in other accrued expenses are liabilities for freight expense, interest, utilities, maintenance and
legal settlements.
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. Accordingly,
provisions are made for the Company’s estimates of such risks which are recorded as self-insurance reserves
pursuant to Company policy. The undiscounted future claim costs for the workers’ compensation, general liability,
landlord liability, and health claim risks are derived using actuarial methods which are sensitive to significant
assumptions such as loss development factors, trend factors, pure loss rates, and projected claim counts. To the
extent that subsequent claim costs vary from the Company’s estimates, future results of operations will be affected
as the reserves are adjusted.
Ashley River Insurance Company (“ARIC”), a Tennessee-based wholly owned captive insurance
subsidiary of the Company, charges the operating subsidiary companies premiums to insure the retained workers’
compensation, medical stop-loss, and non-property general liability exposures. Pursuant to Tennessee insurance
regulations, ARIC maintains certain levels of cash and cash equivalents related to its self-insured exposures.
Leases
The Company records operating lease right of use assets and liabilities on its balance sheet. Lease liabilities
are recorded at a discount based upon the Company’s estimated collaterali(cid:93)ed incremental borrowing rate. Factors
incorporated into the calculation of lease discount rates include the valuations and yields of the Company’s senior
notes, their credit spread over comparable (cid:56).S. Treasury rates, and an index of the credit spreads for all North
American investment grade companies by rating. 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. Any tenant allowances received are recorded as a reduction of the right of use asset. Leases with an
initial term of 12 months or less are not recorded on the balance sheet and lease expense for such leases is
recogni(cid:93)ed on a straight-line basis over the lease term. The Company combines lease and nonlease components.
Many leases include one or more options to renew, and the exercise of lease renewal options is at the Company’s
sole discretion. The Company’s lease agreements do not contain any material residual value guarantees or material
restrictive covenants.
2021 Form 10-K
51
Other liabilities
(In thousands)
Self-insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payroll tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 28, January 29,
2022
2021
$ 129,692 $ 134,765
81,488
47,438
$ 197,997 $ 263,691
(cid:178)
68,305
Fair (cid:89)alue accounting
The Company utili(cid:93)es accounting standards for fair value, which include the definition of fair value, the
framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based
measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based
on the assumptions that market participants would use in pricing the asset or liability. 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).
Level 1 inputs utili(cid:93)e quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are
directly or indirectly observable for the asset or liability. Level 2 inputs may include quoted prices for similar assets
and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted
prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted
intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are based on an entity’s own
assumptions, as there is little, if any, observable market activity. In instances where the fair value measurement is
based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the
entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement
in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in
its entirety requires judgment and considers factors specific to the asset or liability.
Other comprehensi(cid:89)e income
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 amorti(cid:93)ed as an increase to
interest expense over the 10-year period of the debt’s maturity.
Re(cid:89)enue recognition
The Company recogni(cid:93)es retail sales in its stores at the time the customer takes possession of merchandise.
All sales are net of discounts and are presented net of taxes assessed by governmental authorities that are imposed
concurrent with those sales.
The Company recogni(cid:93)es gift card sales revenue at the time of redemption. 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 $9.7 million and $8.2 million at January 28, 2022 and January 29, 2021, 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 recogni(cid:93)ed over time in proportion to actual gift card redemptions.
The Company recorded breakage revenue of $1.7 million, $1.3 million and $1.0 million in 2021, 2020 and 2019,
respectively.
52
2021 Form 10-K
Ad(cid:89)ertising costs
Advertising costs are expensed upon performance, “first showing” or distribution, and are reflected in
SG(cid:9)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 $117.2 million, $107.4 million and $91.0 million in
2021, 2020 and 2019, respectively. These costs primarily include promotional circulars, targeted circulars
supporting new stores, television and radio advertising, and in-store signage. (cid:57)endor funding for cooperative
advertising offset reported expenses by $34.3 million, $33.4 million and $34.7 million in 2021, 2020 and 2019,
respectively.
Share-based payments
The Company recogni(cid:93)es compensation expense for share-based compensation based on the fair value of
the awards on the grant date. Forfeitures are estimated at the time of valuation and reduce expense ratably over the
vesting period. This estimate may be adjusted periodically based on the extent to which actual forfeitures differ, or
are expected to differ, from the prior estimate. The forfeiture rate is the estimated percentage of share-based awards
granted that are expected to be forfeited or canceled before becoming fully vested. The Company bases this estimate
on historical experience or estimates of future trends, as applicable. An increase in the forfeiture rate will decrease
compensation expense.
The fair value of each option grant is separately estimated and amorti(cid:93)ed into compensation expense on a
straight-line basis between the applicable grant date and each vesting date. The Company has estimated the fair
value of all stock option awards as of the grant date by applying the (cid:37)lack-Scholes-Merton option pricing valuation
model. The application of this valuation model involves assumptions that are judgmental and highly sensitive to
variation in the determination of compensation expense.
The Company calculates compensation expense for restricted stock, share units and similar awards as the
difference between the market price of the underlying stock or similar award on the grant date and the purchase
price, if any. Such expense is recogni(cid:93)ed on a straight-line basis for time-based awards and on an accelerated or
straight-line basis for performance awards depending on the period over which the recipient earns the awards.
Store pre-opening costs
Pre-opening costs related to new store openings and the related construction periods are expensed as
incurred.
Income taxes
(cid:56)nder 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 recogni(cid:93)ed in the Company’s consolidated financial
statements or income tax returns. Deferred income tax expense or benefit is the net change during the year in the
Company’s deferred income tax assets and liabilities.
The Company includes income tax related interest and penalties as a component of the provision for
income tax expense.
Income tax reserves are determined using a methodology which requires companies to assess each income
tax position taken using a two-step process. 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 reali(cid:93)ed upon ultimate settlement of the respective tax position.
(cid:56)ncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax
law which may be subject to change or varying interpretation. If the Company’s determinations and estimates prove
to be inaccurate, the resulting adjustments could be material to the Company’s future financial results.
2021 Form 10-K
53
Management estimates
The preparation of financial statements and related disclosures in conformity with accounting principles
generally accepted in the (cid:56)nited 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.
Accounting standards
In March 2020 and January 2021, the Financial Accounting Standards (cid:37)oard (“FAS(cid:37)”) 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 (I(cid:37)ORs), and, particularly, the risk of cessation of LI(cid:37)OR, 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 (cid:56).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, 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.
2.
Earnings per share
Earnings per share is computed as follows (in thousands except per share data):
(cid:37)asic earnings per share . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive share-based awards . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . .
(cid:37)asic earnings per share . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive share-based awards . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . .
(cid:37)asic earnings per share . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive share-based awards . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . .
Net
Income
$ 2,399,232
$ 2,399,232
Net
Income
$ 2,655,050
$ 2,655,050
Net
Income
$ 1,712,555
$ 1,712,555
2021
Weighted
A(cid:89)erage
Shares
234,261 $
1,551
235,812 $
Per Share
Amount
10.24
10.17
2020
Weighted
A(cid:89)erage
Shares
248,171 $
1,905
250,076 $
Per Share
Amount
10.70
10.62
2019
Weighted
A(cid:89)erage
Shares
256,553 $
1,500
258,053 $
Per Share
Amount
6.68
6.64
(cid:37)asic earnings per share is computed by dividing net income by the weighted average number of shares of
common stock outstanding during the year. Diluted earnings per share is determined based on the dilutive effect of
share-based awards using the treasury stock method.
54
2021 Form 10-K
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 options would be antidilutive, were
less than 0.1 million, 0.2 million and 0.3 million in 2021, 2020 and 2019, respectively.
3.
Income taxes
The provision (benefit) for income taxes consists of the following:
(In thousands)
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
2020
2019
$ 472,913
384
76,261
549,558
$ 614,207 $ 368,451
102
65,215
433,768
127
100,002
714,336
93,114
(38)
21,283
114,359
$ 663,917
32,433
(104)
2,665
34,994
45,966
(15)
9,456
55,407
$ 749,330 $ 489,175
A reconciliation between actual income taxes and amounts computed by applying the federal statutory rate
to income before income taxes is summari(cid:93)ed as follows:
(Dollars in thousands)
(cid:56).S. federal statutory rate on earnings before
2021
2020
2019
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 643,262 21.0 % $ 714,920 21.0 % $ 462,364 21.0 %
State income taxes, net of federal income tax
benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jobs credits, net of federal income taxes . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77,086
(39,936)
(16,495)
$ 663,917
2.5
81,117
(1.3)
(27,479)
(19,228)
(0.5)
21.7 % $ 749,330
2.4
60,936
(0.8)
(27,768)
(6,357)
(0.6)
22.0 % $ 489,175
2.8
(1.3)
(0.3)
22.2 %
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 compared to
2020.
The effective income tax rate for 2020 was 22.0% compared to a rate of 22.2% for 2019 which represents a
net decrease of 0.2 percentage points. The effective income tax rate was lower in 2020 primarily due to increased tax
benefits associated with share-based compensation and a larger income tax rate benefit from state taxes offset by a
lower income tax rate benefit from federal income tax credits due primarily to higher pre-tax earnings in 2020
compared to 2019.
2021 Form 10-K
55
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. Significant components of
the Company’s deferred tax assets and liabilities are as follows:
(In thousands)
Deferred tax assets:
Deferred compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued incentive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit of income tax and interest reserves related to uncertain tax positions . . .
State and foreign tax net operating loss carry forwards, net of federal tax. . . . . . . .
State tax credit carry forwards, net of federal tax. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less valuation allowances, net of federal income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 28,
January 29,
2022
2021
$
11,563 $
26,984
552
2,617,954
6,971
30,716
16,605
383
79
903
6,973
16,715
2,736,398
(5,235)
2,731,163
9,161
52,195
650
2,459,976
6,550
46,083
19,495
730
189
804
6,619
6,823
2,609,275
(4,077)
2,605,198
(572,286)
(2,588,709)
(68,780)
(310,011)
(15,278)
(1,353)
(3,556,417)
$ (825,254) $
(481,279)
(2,433,195)
(74,985)
(312,258)
(13,532)
(498)
(3,315,747)
(710,549)
The Company has state tax credit carryforwards of approximately $7.0 million (net of federal benefit) that
will expire beginning in 2022 through 2026 and the Company has approximately $18.1 million of state apportioned
net operating loss carryforwards, which will begin to expire in 2032 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 $5.2 million and $4.1 million (net of federal benefit) which increased income
tax expense by $1.1 million and $0.0 million in 2021 and 2020, respectively. Management believes that the results
from operations will not generate sufficient taxable income to reali(cid:93)e these deferred tax assets in the near future.
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 reali(cid:93)e the remaining deferred tax assets.
The Company’s 2017 and earlier tax years are not open for further examination by the Internal Revenue
Service (“IRS”). The IRS, at its discretion, may choose to examine the Company’s 2018 through 2020 fiscal year
income tax filings. The Company has various state income tax examinations that are currently in progress.
Generally, with few exceptions, the Company’s 2018 and later tax years remain open for examination by the various
state taxing authorities.
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 January 29, 2021, accruals for uncertain tax benefits, interest expense related to income taxes and
potential income tax penalties were $7.5 million, $0.5 million and $0.0 million, respectively, for a total of $8.0
million. These totals are reflected in noncurrent Other liabilities in the consolidated balance sheets.
56
2021 Form 10-K
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 January 28, 2022 and January 29, 2021,
approximately $6.2 million and $7.5 million, respectively, of the uncertain tax positions would impact the
Company’s effective income tax rate if the Company were to recogni(cid:93)e the tax benefit for these positions.
The amounts associated with uncertain tax positions included in income tax expense consists of the
following:
(In thousands)
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . .
Income tax related interest expense (benefit). . . . . . . . .
Income tax related penalty expense (benefit). . . . . . . . .
2021
$ (1,311) $
(281)
(cid:178)
2020
2,411 $
104
(cid:178)
2019
130
(406)
(882)
A reconciliation of the uncertain income tax positions from February 2, 2019 through January 28, 2022 is
as follows:
(In thousands)
(cid:37)eginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases(cid:178)tax positions taken in the current year. . . . .
Increases(cid:178)tax positions taken in prior years. . . . . . . . .
Decreases(cid:178)tax positions taken in prior years . . . . . . . .
Statute expirations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
7,502
(cid:178)
2,803
(cid:178)
(1,456)
(2,658)
6,191
$
$
2020
5,090 $
(cid:178)
3,857
(1,445)
(cid:178)
(cid:178)
7,502 $
2019
4,960
(cid:178)
1,239
(1,109)
(cid:178)
(cid:178)
5,090
$
$
4.
Leases
As of January 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. 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. Store locations not subject to
build-to-suit arrangements are typically shorter-term leases. Certain of the Company’s leased store locations have
variable payments based upon actual costs of common area maintenance, real estate taxes and property and liability
insurance. In addition, some of the Company’s leased store locations have provisions for variable payments based
upon a specified percentage of defined sales volume. The Company’s lease agreements generally do not contain
material restrictive covenants.
Most of the Company’s leases include one or more options to renew and extend the lease term. The
exercise of lease renewal options is at the Company’s sole discretion. Generally, a renewal option is not deemed to
be reasonably certain to be exercised until such option is legally executed. The Company’s leases do not include
purchase options or residual value guarantees on the leased property. The depreciable life of leasehold
improvements is limited by the expected lease term.
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 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 consolidated
balance sheets. At January 28, 2022, the weighted-average remaining lease term for the Company’s leases was 9.7
years, and the weighted average discount rate was 3.7%. For 2021, 2020 and 2019, operating lease cost of $1.49
billion, $1.38 billion and $1.27 billion, respectively, and variable lease cost of $0.28 billion, $0.26 billion and $0.23
billion, respectively, were reflected as selling, general and administrative expenses in the consolidated statements of
income. Cash paid for amounts included in the measurement of operating lease liabilities of $1.50 billion, $1.39
billion and $1.28 billion, respectively, were reflected in cash flows from operating activities in the consolidated
statements of cash flows for 2021, 2020 and 2019.
2021 Form 10-K
57
The scheduled maturity of the Company’s operating lease liabilities is as follows:
(In thousands)
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,529,978
1,477,694
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,407,824
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,295,775
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,166,717
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,063,197
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,941,185
Total lease payments (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,866,917)
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,074,268
a) Excludes approximately $0.7 billion of legally binding minimum lease payments for leases signed which have
not yet commenced.
5.
Current and long-term obligations
Consolidated current and long-term obligations consist of the following:
(In thousands)
Revolving Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.250% Senior Notes due April 15, 2023 (net of discount of $319 and $583) . . . . . . .
4.150% Senior Notes due November 1, 2025 (net of discount of $332 and $412). . . .
3.875% Senior Notes due April 15, 2027 (net of discount of $251 and $294) . . . . . . .
4.125% Senior Notes due May 1, 2028 (net of discount of $336 and $383). . . . . . . . .
3.500% Senior Notes due April 3, 2030 (net of discount of $564 and $623) . . . . . . . .
4.125% Senior Notes due April 3, 2050 (net of discount of $4,857 and $4,945) . . . . .
(cid:56)nsecured commercial paper notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 28, January 29,
2022
2021
$
(cid:178) $
(cid:178)
899,417
499,588
599,706
499,617
999,377
495,055
(cid:178)
164,365
(26,150)
$ 4,172,068 $ 4,130,975
899,681
499,668
599,749
499,664
988,990
495,143
54,300
159,525
(24,652)
The Company amended and extended its existing senior unsecured revolving credit facility (the “Revolving
Facility”) on December 2, 2021. At January 28, 2022, 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.
(cid:37)orrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin
plus, at the Company’s option, either (a) LI(cid:37)OR or (b) a base rate (which is usually equal to the prime rate). The
Revolving Facility includes customary LI(cid:37)OR replacement provisions. The applicable interest rate margin for
borrowings as of January 28, 2022 was 1.015% for LI(cid:37)OR 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 January 28,
2022, 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: incur additional liens(cid:30) sell all or
substantially all of the Company’s assets(cid:30) consummate certain fundamental changes or change in the Company’s
lines of business(cid:30) 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 January 28, 2022, the Company was in compliance with all such covenants. The Revolving Facility also
contains customary events of default.
58
2021 Form 10-K
As of January 28, 2022, the Company had no outstanding borrowings, outstanding letters of credit of $1.9
million, 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 incremental
liquidity of $1.76 billion. In addition, the Company had outstanding letters of credit of $48.6 million which were
issued pursuant to separate agreements.
As of January 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 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 January 28, 2022, the Company’s consolidated balance sheet
reflected outstanding CP Notes of $54.3 million. CP Notes totaling $181.0 million were held by a wholly-owned
subsidiary of the Company and are therefore not reflected on the consolidated balance sheets.
On April 3, 2020, the Company issued $1.0 billion aggregate principal amount of 3.5% senior notes due
2030 (the “2030 Senior Notes”), net of discount of $0.7 million, and $500.0 million aggregate principal amount of
4.125% senior notes due 2050 (the “2050 Senior Notes”), net of discount of $5.0 million. The 2030 Senior Notes are
scheduled to mature on April 3, 2030 and the 2050 Senior Notes are scheduled to mature on April 3, 2050. Interest
on the 2030 Senior Notes and the 2050 Senior Notes is payable in cash on April 3 and October 3 of each year. The
Company incurred $13.6 million of debt issuance costs associated with the issuance of the 2030 Senior Notes and
the 2050 Senior Notes.
Collectively, the Company’s Senior Notes due 2023, 2025, 2027, 2028, 2030 and 2050 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. (cid:56)pon 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.
The Senior Indenture contains covenants limiting, among other things, the ability of the Company and its
subsidiaries to (subject to certain exceptions): consolidate, merge, sell or otherwise dispose of all or substantially all
of the Company’s assets(cid:30) and to incur or guarantee indebtedness secured by liens on any shares of voting stock of
significant subsidiaries.
The Senior Indenture also provides for events of default which, if any of them occurs, would permit or
require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable, as
applicable.
During the second quarter of 2021, the Company entered into interest rate swaps on a portion of the 2030
Senior Notes. These interest rate swaps are being accounted for as fair value hedges, with the derivative asset or
liability offset by a corresponding adjustment to the carrying value of the 2030 Senior Notes. Such arrangements are
not material to the Company’s consolidated financial statements.
Scheduled debt maturities at January 28, 2022 for the Company’s fiscal years listed below are as follows
(in thousands): 2022 - $61,774(cid:30) 2023 - $906,564(cid:30) 2024 - $6,714(cid:30) 2025 - $506,263(cid:30) 2026 - $6,437(cid:30) thereafter -
$2,726,074.
2021 Form 10-K
59
6.
Assets and liabilities measured at fair (cid:89)alue
The following table presents the Company’s assets and liabilities required to be measured at fair value as of
January 28, 2022, aggregated by the level in the fair value hierarchy within which those measurements are
classified.
(In thousands)
Liabilities:
(cid:52)uoted Prices
in Acti(cid:89)e
Markets
for Identical
Assets and
Liabilities
(Le(cid:89)el 1)
Significant
Other
Significant
Obser(cid:89)able Unobser(cid:89)able
Inputs
(Le(cid:89)el 2)
Inputs
(Le(cid:89)el 3)
Total Fair
Value at
January 28,
2022
Long-term obligations (a) . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation (b) . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,229,161
44,009
$ 213,825
$
(cid:178)
(cid:178) $ 4,442,986
44,009
(cid:178)
(a) Included in the consolidated balance sheet at book value as Long-term obligations of $4,172,068.
(b) Reflected at fair value in the consolidated balance sheet as a component of Accrued expenses and other current
liabilities of $2,435 and a component of noncurrent Other liabilities of $41,574.
The carrying amounts reflected in the consolidated balance sheets for cash, cash equivalents, short-term
investments, receivables and payables approximate their respective fair values. The Company does not have any
recurring fair value measurements using significant unobservable inputs (Level 3) as of January 28, 2022.
7.
Commitments and contingencies
Legal proceedings
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. For some matters, a liability is not probable or the amount cannot be reasonably estimated and
therefore an accrual has not been made. In 2019, the Company recorded an accrual of $31.0 million, an amount that
is immaterial to the Company’s consolidated financial statements, for probable and reasonably estimable losses
relating to certain significant legal matters, including certified class action and associated matters. The majority of
the legal matters related to the 2019 accrual have been resolved, and the Company does not believe that any
remaining related matters will result in liability that is material to the Company’s annual consolidated financial
statements.
(cid:37)ased 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. (cid:43)owever, litigation and other legal matters involve an element of uncertainty.
Adverse decisions and settlements, including any required changes to the Company’s business, or other
developments in such matters could affect the consolidated operating results in future periods or result in liability or
other amounts material to the Company’s annual consolidated financial statements.
8.
Benefit plans
The Dollar General Corporation 401(k) Savings and Retirement Plan, which became effective on
January 1, 1998, is a safe harbor defined contribution plan and is subject to the Employee Retirement and Income
Security Act (“ERISA”).
A participant’s right to claim a distribution of his or her account balance is dependent on the plan, ERISA
guidelines and Internal Revenue Service regulations. All active participants are fully vested in all contributions to
the 401(k) plan. During 2021, 2020 and 2019, the Company expensed approximately $34.0 million, $30.1 million
and $25.0 million, respectively, for matching contributions.
60
2021 Form 10-K
The Company also has a compensation deferral plan (“CDP”) and a nonqualified supplemental retirement
plan (“SERP”), known as the Dollar General Corporation CDP(cid:18)SERP Plan, for a select group of management and
other key employees. The Company incurred compensation expense for these plans of approximately $1.3 million in
2021, $0.9 million in 2020 and $0.8 million in 2019.
The deferred compensation liability associated with the CDP(cid:18)SERP Plan is reflected in the consolidated
balance sheets as further disclosed in Note 6.
9.
Share-based payments
The Company accounts for share-based payments in accordance with applicable accounting standards,
under which the fair value of each award is separately estimated and amorti(cid:93)ed into compensation expense over the
service period. The fair value of the Company’s stock option grants are estimated on the grant date using the (cid:37)lack-
Scholes-Merton valuation model. The application of this valuation model involves assumptions that are judgmental
and highly sensitive in the determination of compensation expense. The fair value of the Company’s other share-
based awards discussed below are estimated using the Company’s closing stock price on the grant date. Forfeitures
are estimated at the time of valuation and reduce expense ratably over the vesting period.
On May 26, 2021, the Company’s shareholders approved the Dollar General Corporation 2021 Stock
Incentive Plan (“2021 Plan”), which replaced the Company’s 2007 Stock Incentive Plan (“2007 Plan”). The Plans
allow the granting of stock options, stock appreciation rights, and other stock-based awards or dividend equivalent
rights to key employees, directors, consultants or other persons having a service relationship with the Company, its
subsidiaries and certain of its affiliates. (cid:56)pon the effective date of the 2021 Plan, no new awards may be granted
under the 2007 Plan. Awards previously granted under the 2007 Plan remain outstanding in accordance with their
terms. The number of shares of Company common stock authori(cid:93)ed for grant under the 2021 Plan is 11,838,143.
Generally, share-based awards issued by the Company are in the form of stock options, restricted stock
units and performance share units, and unless noted otherwise, the disclosures that follow refer to such awards. (cid:58)ith
limited exceptions, stock options and restricted stock units granted to employees generally vest ratably on an annual
basis over four-year and three-year periods, respectively. Awards granted to board members generally vest over a
one-year period. The number of performance share units earned are based on performance criteria measured over a
period of one to three years, and such awards generally vest over a three-year period. (cid:58)ith 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 January 28, 2022, January 29, 2021, and January 31, 2020, and a summary of the methodology
applied to develop each assumption, are as follows:
January 28,
2022
January 29,
2021
January 31,
2020
Expected dividend yield. . . . . . . . . . . . . . . .
Expected stock price volatility . . . . . . . . . .
(cid:58)eighted average risk-free interest rate . . .
Expected term of options (years) . . . . . . . .
0.9 %
26.5 %
0.8 %
4.9
0.9 %
26.4 %
0.7 %
5.2
1.1 %
25.3 %
2.3 %
6.2
Expected dividend yield - This is an estimate of the expected dividend yield on the Company’s stock. An
increase in the dividend yield will decrease compensation expense.
Expected stock price volatility - This is a measure of the amount by which the price of the Company’s
common stock has fluctuated or is expected to fluctuate, calculated based upon historical volatility. An increase in
the expected volatility will increase compensation expense.
(cid:58)eighted average risk-free interest rate - This is the (cid:56).S. Treasury rate for the week of the grant having a
term approximating the expected life of the option. An increase in the risk-free interest rate will increase
compensation expense.
Expected term of options - This is the period of time over which the options granted are expected to remain
outstanding. An increase in the expected term will increase compensation expense.
2021 Form 10-K
61
A summary of the Company’s stock option activity during the year ended January 28, 2022 is as follows:
A(cid:89)erage Remaining
Exercise Contractual
Term in Years
Intrinsic
Value
(Intrinsic (cid:89)alue amounts reflected in thousands)
(cid:37)alance, January 29, 2021 . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled or expired . . . . . . . . . . . . . . . . .
(cid:37)alance, January 28, 2022 . . . . . . . . . . .
Exercisable at January 28, 2022 . . . . . . .
Options
Issued
2,911,540
607,213
(1,042,403)
(128,840)
2,347,510
942,531
Price
$ 104.69
195.34
86.81
149.42
$ 133.62
$ 95.10
7.1 $ 166,856
5.4 $ 102,992
The weighted average grant date fair value per share of options granted was $42.89, $34.60 and $30.67
during 2021, 2020 and 2019, respectively. The intrinsic value of options exercised during 2021, 2020 and 2019, was
$132.3 million, $116.1 million and $26.6 million, respectively.
The number of performance share unit awards earned is based upon the Company’s financial performance
as specified in the award agreement. A summary of performance share unit award activity during the year ended
January 28, 2022 is as follows:
(Intrinsic (cid:89)alue amounts reflected in thousands)
(cid:37)alance, January 29, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Converted to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:37)alance, January 28, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intrinsic
Value
Units
Issued
367,053
183,355
(199,309)
(13,856)
337,243 $ 68,909
All performance share unit awards at January 28, 2022 are unvested, and the number of such awards which
will ultimately vest will be based in part on the Company’s financial performance in future years. The weighted
average grant date fair value per share of performance share units granted was $193.55, $154.53 and $117.13 during
2021, 2020 and 2019, respectively.
A summary of restricted stock unit award activity during the year ended January 28, 2022 is as follows:
(Intrinsic (cid:89)alue amounts reflected in thousands)
(cid:37)alance, January 29, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Converted to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:37)alance, January 28, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intrinsic
Value
Units
Issued
369,871
165,701
(177,277)
(51,177)
307,118 $ 62,753
The weighted average grant date fair value per share of restricted stock units granted was $193.76, $155.73
and $117.20 during 2021, 2020 and 2019, respectively.
At January 28, 2022, the total unrecogni(cid:93)ed compensation cost related to unvested stock-based awards was
$87.4 million with an expected weighted average expense recognition period of 1.8 years.
62
2021 Form 10-K
The fair value method of accounting for share-based awards resulted in share-based compensation expense
(a component of SG(cid:9)A expenses) and a corresponding reduction in income before and net of income taxes as
follows:
(In thousands)
Year ended January 28, 2022
Stock
Performance Restricted
Options Share Units Stock Units Total
Pre-tax . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net of tax . . . . . . . . . . . . . . . . . . . . . . . . .
$ 21,452
$ 15,853
$ 33,234
$ 24,560
$ 23,492 $ 78,178
$ 17,361 $ 57,774
Year ended January 29, 2021
Pre-tax . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net of tax . . . . . . . . . . . . . . . . . . . . . . . . .
$ 19,933
$ 14,730
$ 27,388
$ 20,240
$ 21,288 $ 68,609
$ 15,732 $ 50,702
Year ended January 31, 2020
Pre-tax . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net of tax . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,128
$ 12,080
$ 13,343
9,994
$
$ 19,118 $ 48,589
$ 14,319 $ 36,393
10.
Segment reporting
The Company manages its business on the basis of one reportable operating segment. See Note 1 for a brief
description of the Company’s business. As of January 28, 2022, all of the Company’s retail store operations were
located within the (cid:56)nited States. Certain product sourcing and other operations are located outside the (cid:56)nited States,
which collectively are not material with regard to assets, results of operations or otherwise to the consolidated
financial statements. The following net sales data is presented in accordance with accounting standards related to
disclosures about segments of an enterprise.
(in thousands)
Classes of similar products:
2021
2020
2019
Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seasonal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:43)ome products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 26,258,605
4,182,165
2,322,367
1,457,312
$ 34,220,449
$ 25,906,685 $ 21,635,890
3,258,874
1,611,899
1,247,310
$ 33,746,839 $ 27,753,973
4,083,650
2,209,950
1,546,554
11.
Common stock transactions
On August 29, 2012, the Company’s (cid:37)oard of Directors authori(cid:93)ed a common stock repurchase program,
which the (cid:37)oard has since increased on several occasions. On December 1, 2021, the Company’s (cid:37)oard of Directors
authori(cid:93)ed a $2.0 billion increase to the existing common stock repurchase program, bringing the cumulative total
authori(cid:93)ed under the program since its inception to $14.0 billion. The repurchase authori(cid:93)ation 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 and issuance of CP Notes discussed in further detail in Note 5.
During the years ended January 28, 2022, January 29, 2021, and January 31, 2020, the Company
repurchased approximately 12.1 million shares of its common stock at a total cost of $2.5 billion, approximately
12.3 million shares of its common stock at a total cost of $2.5 billion, and approximately 8.3 million shares of its
common stock at a total cost of $1.2 billion, respectively, pursuant to its common stock repurchase program.
The Company paid quarterly cash dividends of $0.42 per share in 2021. On March 16, 2022, the
Company’s (cid:37)oard of Directors declared a quarterly cash dividend of $0.55 per share, which is payable on or before
April 19, 2022 to shareholders of record on April 5, 2022. The amount and declaration of future cash dividends is
subject to the sole discretion of the Company’s (cid:37)oard 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 (cid:37)oard may deem relevant in its sole discretion.
2021 Form 10-K
63
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. (cid:56)nder the supervision and with the participation of our
management, including our principal executive officer and principal financial officer, we conducted an evaluation of
our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (cid:37)ased on this evaluation, our
principal executive officer and our principal financial officer concluded that our disclosure controls and procedures
were effective as of the end of the period covered by this report.
(b) Management’s Annual Report on Internal Control Over Financial Reporting. Our management
prepared and is responsible for the consolidated financial statements and all related financial information contained
in this report. This responsibility includes establishing and maintaining adequate internal control over financial
reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with (cid:56)nited States generally accepted
accounting principles.
To comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, management designed
and implemented a structured and comprehensive assessment process to evaluate the effectiveness of its internal
control over financial reporting. Such assessment was based on criteria established in Internal Control—Integrated
Framework (2013 Framework) issued by the Committee of Sponsoring Organi(cid:93)ations of the Treadway Commission.
(cid:37)ecause of its inherent limitations, a system of internal control over financial reporting can provide only reasonable
assurance and may not prevent or detect misstatements. Management regularly monitors our internal control over
financial reporting, and actions are taken to correct any deficiencies as they are identified. (cid:37)ased on its assessment,
management has concluded that our internal control over financial reporting is effective as of January 28, 2022.
Ernst (cid:9) Young LLP, the independent registered public accounting firm that audited our consolidated
financial statements, has issued an attestation report on our internal control over financial reporting. Such attestation
report is contained below.
64
2021 Form 10-K
(c) Attestation Report of Independent Registered Public Accounting Firm.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the (cid:37)oard of Directors of
Dollar General Corporation
Opinion on Internal Control o(cid:89)er Financial Reporting
(cid:58)e have audited Dollar General Corporation and subsidiaries’ internal control over financial reporting as
of January 28, 2022, based on criteria established in Internal Control(cid:178)Integrated Framework issued by the
Committee of Sponsoring Organi(cid:93)ations of the Treadway Commission (2013 framework) (the COSO criteria). In
our opinion, Dollar General Corporation and subsidiaries (the Company) maintained, in all material respects,
effective internal control over financial reporting as of January 28, 2022, based on the COSO criteria.
(cid:58)e also have audited, in accordance with the standards of the Public Company Accounting Oversight
(cid:37)oard ((cid:56)nited States) (PCAO(cid:37)), the 2021 consolidated financial statements of the Company and our report dated
March 18, 2022, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. (cid:58)e are a public
accounting firm registered with the PCAO(cid:37) and are required to be independent with respect to the Company in
accordance with the (cid:56).S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAO(cid:37).
(cid:58)e conducted our audit in accordance with the standards of the PCAO(cid:37). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
(cid:58)e believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control o(cid:89)er Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company(cid:30) (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authori(cid:93)ations of management and directors of the company(cid:30) and (3) provide reasonable
assurance regarding prevention or timely detection of unauthori(cid:93)ed acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
(cid:37)ecause of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
2021 Form 10-K
65
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Nashville, Tennessee
March 18, 2022
(cid:18)s(cid:18) Ernst (cid:9) Young LLP
(d) Changes in Internal Control Over Financial Reporting. There have been no changes during the quarter
ended January 28, 2022 in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)
or Rule 15d-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTONS
Not applicable.
66
2021 Form 10-K
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a) Information Regarding Directors and Executive Officers. The information required by this Item 10
regarding our directors and director nominees is contained under the captions “(cid:58)ho are the nominees this year” and
“Are there any family relationships between any of the directors, executive officers or nominees,” in each case under
the heading “Proposal 1: Election of Directors” in our definitive Proxy Statement to be filed for our Annual Meeting
of Shareholders to be held on May 25, 2022 (the “2022 Proxy Statement”), which information under such captions is
incorporated herein by reference. Information required by this Item 10 regarding our executive officers is contained
in Part I of this Form 10-K under the caption “Information About Our Executive Officers,” which information under
such caption is incorporated herein by reference.
(b) Compliance with Section 16(a) of the Exchange Act. Information required by this Item 10 regarding
compliance with Section 16(a) of the Exchange Act is contained under the caption “Delinquent Section 16(a)
Reports” under the heading “Security Ownership” in the 2022 Proxy Statement, which information under such
caption is incorporated herein by reference.
(c) Code of Business Conduct and Ethics. (cid:58)e have adopted a Code of (cid:37)usiness Conduct and Ethics that
applies to all of our employees, officers and (cid:37)oard members. This Code is posted on our Internet website at
https:(cid:18)(cid:18)investor.dollargeneral.com. If we choose to no longer post such Code, we will provide a free copy to any
person upon written request to Dollar General Corporation, c(cid:18)o Investor Relations Department, 100 Mission Ridge,
Goodlettsville, TN 37072. (cid:58)e intend to provide any required disclosure of an amendment to or waiver from such
Code that applies to our principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, on our Internet website located at
https:(cid:18)(cid:18)investor.dollargeneral.com promptly following the amendment or waiver. (cid:58)e may elect to disclose any such
amendment or waiver in a report on Form 8-K filed with the SEC either in addition to or in lieu of the website
disclosure. The information contained on or connected to our Internet website is not incorporated by reference into
this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.
(d) Procedures for Shareholders to Recommend Director Nominees. There have been no material changes
to the procedures by which security holders may recommend nominees to the registrant’s (cid:37)oard of Directors.
(e) Audit Committee Information. Information required by this Item 10 regarding our audit committee and
our audit committee financial experts is contained under the captions “(cid:58)hat other functions are performed by the
(cid:37)oard’s Committees” and “Does an audit committee financial expert serve on the Audit Committee,” in each case
under the heading “Corporate Governance” in the 2022 Proxy Statement, which information pertaining to the audit
committee and its membership and audit committee financial experts under such captions is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 regarding director and executive officer compensation, the
Compensation Committee Report, the risks arising from our compensation policies and practices for employees, pay
ratio disclosure, and compensation committee interlocks and insider participation is contained under the captions
“Director Compensation” and “Executive Compensation” in the 2022 Proxy Statement, which information under
such captions is incorporated herein by reference.
2021 Form 10-K
67
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
(a) Equity Compensation Plan Information. The following table sets forth information about securities
authori(cid:93)ed for issuance under our compensation plans (including individual compensation arrangements) as of
January 28, 2022:
Number of
securities remaining
a(cid:89)ailable for future
issuance under
plans (excluding
securities reflected
in column (a))
(c)
Number of securities
to be issued upon
exercise of
Weighted-a(cid:89)erage e(cid:84)uity compensation
exercise price of
Plan category
Equity compensation plans approved by security
outstanding options, outstanding options,
warrants and rights warrants and rights
(a)
(b)
holders(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,116,065
$
133.62
11,808,906
Equity compensation plans not approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:178)
3,116,065
$
(cid:178)
133.62
(cid:178)
11,808,906
(1) Column (a) consists of shares of common stock issuable upon exercise of outstanding options and upon vesting
and payment of outstanding restricted stock units, performance share units and deferred shares, including any
dividend equivalents accrued thereon, under the 2021 Stock Incentive Plan and the Amended and Restated 2007
Stock Incentive Plan. Restricted stock units, performance share units, deferred shares and dividend equivalents
are settled for shares of common stock on a one-for-one basis and have no exercise price. Accordingly, they
have been excluded for purposes of computing the weighted-average exercise price in column (b). Column (c)
consists of shares remaining available for future grants pursuant to the 2021 Stock Incentive Plan, whether in
the form of options, stock appreciation rights, stock, restricted stock, restricted stock units, performance share
units or other stock-based awards.
(b) Other Information. The information required by this Item 12 regarding security ownership of certain
beneficial owners and our management is contained under the caption “Security Ownership” in the 2022 Proxy
Statement, which information under such caption is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item 13 regarding certain relationships and related transactions is
contained under the caption “Transactions with Management and Others” in the 2022 Proxy Statement, which
information under such caption is incorporated herein by reference.
The information required by this Item 13 regarding director independence is contained under the caption
“Director Independence” in the 2022 Proxy Statement, which information under such caption is incorporated herein
by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 regarding fees we paid to our principal accountant and the pre-
approval policies and procedures established by the Audit Committee of our (cid:37)oard of Directors is contained under
the caption “Fees Paid to Auditors” in the 2022 Proxy Statement, which information under such caption is
incorporated herein by reference.
68
2021 Form 10-K
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Consolidated (cid:37)alance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Consolidated Statements of Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(b) All schedules for which provision is made in the applicable accounting regulations of the SEC are not
required under the related instructions, are inapplicable or the information is included in the
Consolidated Financial Statements and, therefore, have been omitted.
(c) Exhibits:
EXHIBIT INDEX
3.1 Amended and Restated Charter of Dollar General Corporation (effective May 28, 2021) (incorporated
by reference to Exhibit 3.1 to Dollar General Corporation’s Current Report on Form 8-K dated May 26,
2021, filed with the SEC on June 1, 2021 (file no. 001- 11421))
3.2 Amended and Restated (cid:37)ylaws of Dollar General Corporation (effective May 28, 2021) (incorporated
by reference to Exhibit 3.2 to Dollar General Corporation’s Current Report on Form 8-K dated May 26,
2021, filed with the SEC on June 1, 2021 (file no. 001-11421))
4.1 Form of 3.250% Senior Notes due 2023 (included in Exhibit 4.8) (incorporated by reference to Exhibit
4.2 to Dollar General Corporation’s Current Report on Form 8-K dated April 8, 2013, filed with the
SEC on April 11, 2013 (file no. 001-11421))
4.2 Form of 4.150% Senior Notes due 2025 (included in Exhibit 4.9) (incorporated by reference to Exhibit
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated October 15, 2015, filed with the
SEC on October 20, 2015 (file no. 001-11421))
4.3 Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.10) (incorporated by reference to Exhibit
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 11, 2017, filed with the
SEC on April 11, 2017 (file no. 001-11421))
4.4 Form of 4.125% Senior Notes due 2028 (included in Exhibit 4.11) (incorporated by reference to Exhibit
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 10, 2018, filed with the
SEC on April 10, 2018 (file no. 001-11421))
4.5 Form of 3.500% Senior Notes due 2030 (included in Exhibit 4.12) (incorporated by reference to Exhibit
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the
SEC on April 3, 2020 (file no. 001-11421))
4.6 Form of 4.125% Senior Notes due 2050 (included in Exhibit 4.13) (incorporated by reference to Exhibit
4.3 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the
SEC on April 3, 2020 (file no. 001-11421))
4.7 Indenture, dated as of July 12, 2012, between Dollar General Corporation, as issuer, and (cid:56).S. (cid:37)ank
National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General
Corporation’s Current Report on Form 8 - K dated July 12, 2012, filed with the SEC on July 17, 2012
(file no. 001 - 11421))
2021 Form 10-K
69
4.8 Fourth Supplemental Indenture, dated as of April 11, 2013, between Dollar General Corporation, as
issuer, and (cid:56).S. (cid:37)ank National Association, as trustee (incorporated by reference to Exhibit 4.2 to
Dollar General Corporation’s Current Report on Form 8-K dated April 8, 2013, filed with the SEC on
April 11, 2013 (file no. 001-11421))
4.9 Fifth Supplemental Indenture, dated as of October 20, 2015, between Dollar General Corporation, as
issuer, and (cid:56).S. (cid:37)ank National Association, as trustee (incorporated by reference to Exhibit 4.1 to
Dollar General Corporation’s Current Report on Form 8 - K dated October 15, 2015, filed with the SEC
on October 20, 2015 (file no. 001 - 11421))
4.10 Sixth Supplemental Indenture, dated as of April 11, 2017, between Dollar General Corporation and (cid:56).S.
(cid:37)ank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General
Corporation’s Current Report on Form 8-K dated April 11, 2017, filed with the SEC on April 11, 2017
(file no. 001-11421))
4.11 Seventh Supplemental Indenture, dated as of April 10, 2018, between Dollar General Corporation and
(cid:56).S. (cid:37)ank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General
Corporation’s Current Report on Form 8-K dated April 10, 2018, filed with the SEC on April 10, 2018
(file no. 001-11421))
4.12 Eighth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and (cid:56).S.
(cid:37)ank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General
Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020
(file no. 001-11421))
4.13 Ninth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and (cid:56).S.
(cid:37)ank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Dollar General
Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020
(file no. 001-11421))
4.14 Amended and Restated Credit Agreement, dated as of December 2, 2021, among Dollar General
Corporation, as borrower, Citibank, N.A., as administrative agent, and the other credit parties and
lenders party thereto (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current
Report on Form 8-K dated December 2, 2021, filed with the SEC on December 3, 2021 (file
no. 001 - 11421))
4.15 Material terms of outstanding securities registered under Section 12 of the Securities Exchange Act of
1934, as amended, as required by Item 202(a)-(d) and (f) of Regulation S-K
10.1 Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (adopted November 30,
2016 and approved by shareholders on May 31, 2017) (incorporated by reference to Exhibit 10.2 to
Dollar General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter ended October 28,
2016, filed with the SEC on December 1, 2016 (file no. 001-11421))(cid:13)
10.2 Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Appendix A to
Dollar General Corporation’s 2021 Definitive Proxy Statement, filed with the SEC on April 1, 2021
(file no.001-11421))(cid:13)
10.3 Form of Stock Option Award Agreement (approved March 20, 2012) for annual awards beginning
March 2012 and prior to March 2015 to certain employees of Dollar General Corporation pursuant to
the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to
Dollar General Corporation’s Current Report on Form 8-K dated March 20, 2012, filed with the SEC on
March 26, 2012 (file no. 001-11421))(cid:13)
70
2021 Form 10-K
10.4 Form of Stock Option Award Agreement (approved August 26, 2014) for annual awards beginning
March 2015 and prior to March 2016 to certain employees of Dollar General Corporation pursuant to
the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to
Dollar General Corporation’s (cid:52)uarterly Report on Form 10 - (cid:52) for the fiscal quarter ended October 31,
2014, filed with the SEC on December 4, 2014 (file no. 001 - 11421))(cid:13)
10.5 Form of Stock Option Award Agreement (approved March 16, 2016) for annual awards beginning
March 2016 and prior to March 2017 to certain employees of Dollar General Corporation pursuant to
the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to
Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2016,
filed with the SEC on March 22, 2016 (file no. 001-11421))(cid:13)
10.6 Form of Stock Option Award Agreement (approved March 22, 2017) for annual awards beginning
March 2017 and prior to March 2018 to certain employees of Dollar General Corporation pursuant to
the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal
year ended February 3, 2017, filed with the SEC on March 24, 2017 (file no. 001-11421))(cid:13)
10.7 Form of Stock Option Award Agreement (approved March 21, 2018) for annual awards beginning
March 2018 and prior to March 2021 to certain employees of Dollar General Corporation pursuant to
the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal
year ended February 2, 2018, filed with the SEC on March 23, 2018 (file no. 001-11421))(cid:13)
10.8 Form of Stock Option Award Agreement (approved March 16, 2021) for annual awards beginning
March 2021 and prior to March 2022 to certain employees of Dollar General Corporation pursuant to
the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal
year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-11421))(cid:13)
10.9 Form of Stock Option Award Agreement (approved March 15, 2022) for annual awards beginning
March 2022 to certain employees of Dollar General Corporation pursuant to the Dollar General
Corporation 2021 Stock Incentive Plan(cid:13)
10.10 Form of Stock Option Award Agreement (approved August 26, 2014) for awards beginning
December 2014 and prior to May 2016 to certain newly hired and promoted employees of Dollar
General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.3 to Dollar General Corporation’s (cid:52)uarterly Report on Form 10 - (cid:52) for the fiscal
quarter ended October 31, 2014, filed with the SEC on December 4, 2014 (file no. 001 - 11421))(cid:13)
10.11 Form of Stock Option Award Agreement (approved May 24, 2016) for awards beginning May 2016 and
prior to March 2017 to certain newly hired and promoted employees of Dollar General Corporation
pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit
10.3 to Dollar General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter ended
April 29, 2016, filed with the SEC on May 26, 2016 (file no. 001-11421))(cid:13)
10.12 Form of Stock Option Award Agreement (approved March 22, 2017) for awards beginning March 2017
and prior to December 2017 to certain newly hired and promoted employees of Dollar General
Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive
Plan (incorporated by reference to Exhibit 10.10 to Dollar General Corporation’s Annual Report on
Form 10-K for the fiscal year ended February 3, 2017, filed with the SEC on March 24, 2017 (file no.
001-11421))(cid:13)
2021 Form 10-K
71
10.13 Form of Stock Option Award Agreement (approved December 5, 2017) for awards beginning
December 2017 and prior to March 2021 to certain newly hired and promoted employees of Dollar
General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock
Incentive Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s (cid:52)uarterly
Report on Form 10-(cid:52) for the fiscal quarter ended November 3, 2017, filed with the SEC on
December 7, 2017 (file no. 001-11421))(cid:13)
10.14 Form of Stock Option Award Agreement (approved March 16, 2021) for awards beginning March 2021
and prior to August 2021 to certain newly hired and promoted employees of Dollar General Corporation
pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan
(incorporated by reference to Exhibit 10.12 to Dollar General Corporation’s Annual Report on Form 10-
K for the fiscal year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-
11421))(cid:13)
10.15 Form of Stock Option Award Agreement (approved August 24, 2021) for awards beginning
August 2021 to certain newly hired and promoted employees of Dollar General Corporation pursuant to
the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to
Dollar General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter ended July 30, 2021,
filed with the SEC on August 26, 2021 (file no. 001-11421))(cid:13)
10.16 Form of Performance Share (cid:56)nit Award Agreement (approved March 20, 2019) for 2019 awards to
certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended
and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Dollar General
Corporation’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019, filed with the
SEC on March 22, 2019 (file no. 001-11421))(cid:13)
10.17 Form of Performance Share (cid:56)nit Award Agreement (approved March 17, 2020) for 2020 awards to
certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended
and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to Dollar General
Corporation’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the
SEC on March 19, 2020 (file no. 001-11421))(cid:13)
10.18 Form of Performance Share (cid:56)nit Award Agreement (approved March 16, 2021) for 2021 awards to
certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended
and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Dollar General
Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021, filed with the
SEC on March 19, 2021 (file no. 001-11421))(cid:13)
10.19 Form of Performance Share (cid:56)nit Award Agreement (approved March 15, 2022) for awards beginning
March 2022 to certain employees of Dollar General Corporation pursuant to the Dollar General
Corporation 2021 Stock Incentive Plan(cid:13)
10.20 Form of Restricted Stock (cid:56)nit Award Agreement (approved March 21, 2018) for awards beginning
March 2018 and prior to March 2021 to certain employees of Dollar General Corporation pursuant to
the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.19 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal
year ended February 2, 2018, filed with the SEC on March 23, 2018 (file no. 001-11421))(cid:13)
10.21 Form of Restricted Stock (cid:56)nit Award Agreement (approved March 16, 2021) for 2021 awards to certain
employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and
Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Dollar General
Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021, filed with the
SEC on March 19, 2021 (file no. 001-11421))(cid:13)
10.22 Form of Restricted Stock (cid:56)nit Award Agreement (approved March 15, 2022) for awards beginning
March 2022 to certain employees of Dollar General Corporation pursuant to the Dollar General
Corporation 2021 Stock Incentive Plan (cid:13)
72
2021 Form 10-K
10.23 Form of Restricted Stock (cid:56)nit Award Agreement for awards prior to May 2011 to non - employee
directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive
Plan (incorporated by reference to Exhibit 10.15 to Dollar General Corporation’s Registration Statement
on Form S - 1 (file no. 333 - 161464))
10.24 Form of Restricted Stock (cid:56)nit Award Agreement (approved May 24, 2011) for awards beginning
May 2011 and prior to May 2014 to non - employee directors of Dollar General Corporation pursuant to
the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to
Dollar General Corporation’s (cid:52)uarterly Report on Form 10 - (cid:52) for the fiscal quarter ended April 29,
2011, filed with the SEC on June 1, 2011 (file no. 001- 11421))
10.25 Form of Restricted Stock (cid:56)nit Award Agreement (approved May 28, 2014) for awards beginning
May 2014 and prior to February 2015 to non - employee directors of Dollar General Corporation
pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to
Exhibit 10.4 to Dollar General Corporation’s (cid:52)uarterly Report on Form 10 - (cid:52) for the fiscal quarter
ended May 2, 2014, filed with the SEC on June 3, 2014 (file no. 001 - 11421))
10.26 Form of Restricted Stock (cid:56)nit Award Agreement (approved December 3, 2014) for awards beginning
February 2015 and prior to May 2016 to non - employee directors of Dollar General Corporation
pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to
Exhibit 10.7 to Dollar General Corporation’s (cid:52)uarterly Report on Form 10 - (cid:52) for the fiscal quarter
ended October 31, 2014, filed with the SEC on December 4, 2014 (file no. 001 - 11421))
10.27 Form of Restricted Stock (cid:56)nit Award Agreement (approved May 24, 2016) for awards beginning
May 2016 and prior to May 2017 to non-employee directors of Dollar General Corporation pursuant to
the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to
Dollar General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter ended April 29,
2016, filed with the SEC on May 26, 2016 (file no. 001-11421))
10.28 Form of Restricted Stock (cid:56)nit Award Agreement (approved May 30, 2017) for awards beginning
May 2017 and prior to May 2021 to non-employee directors of Dollar General Corporation pursuant to
the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.2 to Dollar General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal
quarter ended May 5, 2017, filed with the SEC on June 1, 2017 (file no. 001-11421))
10.29 Form of Restricted Stock (cid:56)nit Award Agreement (approved May 25, 2021) for May 2021 awards to
non-employee directors of Dollar General Corporation pursuant to the Dollar General Corporation
Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar
General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter ended April 30, 2021, filed
with the SEC on May 27, 2021 (file no. 001-11421))
10.30 Form of Restricted Stock (cid:56)nit Award Agreement (approved January 26, 2016) for awards beginning
February 1, 2016 and prior to November 28, 2018 to non - executive Chairmen of the (cid:37)oard of Directors
of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan
(incorporated by reference to Exhibit 10.20 to Dollar General Corporation’s Annual Report on Form 10-
K for the fiscal year ended January 29, 2016, filed with the SEC on March 22, 2016 (file no. 001-
11421))
10.31 Form of Restricted Stock (cid:56)nit Award Agreement (approved November 28, 2018) for awards beginning
after November 28, 2018 and prior to January 31, 2022 to non-executive Chairmen of the (cid:37)oard of
Directors of Dollar General Corporation pursuant to the Dollar General Corporation Amended and
Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General
Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter ended November 2, 2018, filed with
the SEC on December 4, 2018 (file no. 001-11421))
2021 Form 10-K
73
10.32 Form of Restricted Stock (cid:56)nit Award Agreement (approved January 20, 2022) for awards beginning
January 31, 2022 to non-executive Chairmen of the (cid:37)oard of Directors of Dollar General Corporation
pursuant to the Dollar General Corporation 2021 Stock Incentive Plan
10.33 Form of Stock Option Award Agreement for awards to non - employee directors of Dollar General
Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.16 to Dollar General Corporation’s Registration Statement on Form S - 1 (file
no. 333 - 161464))
10.34 Dollar General Corporation CDP(cid:18)SERP Plan (as amended and restated effective December 31, 2007)
(incorporated by reference to Exhibit 10.10 to Dollar General Corporation’s Registration Statement on
Form S - 4 (file no. 333 - 148320))(cid:13)
10.35 First Amendment to the Dollar General Corporation CDP(cid:18)SERP Plan (as amended and restated effective
December 31, 2007) (incorporated by reference to Exhibit 10.11 to Dollar General Corporation’s
Registration Statement on Form S - 4 (file no. 333 - 148320))(cid:13)
10.36 Second Amendment to the Dollar General Corporation CDP(cid:18)SERP Plan (as amended and restated
effective December 31, 2007), dated as of June 3, 2008 (incorporated by reference to Exhibit 10.6 to
Dollar General Corporation’s (cid:52)uarterly Report on Form 10 - (cid:52) for the quarter ended August 1, 2008,
filed with the SEC on September 3, 2008 (file no. 001 -11421))(cid:13)
10.37 Dollar General Corporation Non - Employee Director Deferred Compensation Plan (approved
December 3, 2014) (incorporated by reference to Exhibit 10.6 to Dollar General Corporation’s
(cid:52)uarterly Report on Form 10 - (cid:52) for the fiscal quarter ended October 31, 2014, filed with the SEC on
December 4, 2014 (file no. 001 - 11421))
10.38 Dollar General Corporation 2021 Teamshare Incentive Program for Named Executive Officers
(incorporated by reference to Exhibit 10.33 to Dollar General Corporation’s Annual Report on Form 10-
K for the fiscal year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-
11421))(cid:13)
10.39 Form of Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for
use beginning fiscal year 2022(cid:13)
10.40 Summary of Dollar General Corporation Life Insurance Program as Applicable to Executive Officers
(incorporated by reference to Exhibit 10.36 to Dollar General Corporation’s Annual Report on Form 10-
K for the fiscal year ended February 2, 2018, filed with the SEC on March 23, 2018 (file no. 001-
11421))(cid:13)
10.41 Dollar General Corporation Executive Relocation Policy, as amended (effective August 27, 2019)
(incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s (cid:52)uarterly Report on
Form 10-(cid:52) for the fiscal quarter ended August 2, 2019, filed with the SEC on August 29, 2019) (file no.
001-11421))(cid:13)
10.42 Summary of Non-Employee Director Compensation effective January 29, 2022 (incorporated by
reference to Exhibit 10.2 to Dollar General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal
quarter ended October 29, 2021, filed with the SEC on December 2, 2021 (file no. 001-11421))
10.43 Employment Agreement, effective June 3, 2021, between Dollar General Corporation and Todd J.
(cid:57)asos (incorporated by reference to Exhibit 99.2 to Dollar General Corporation’s Current Report on
Form 8-K dated May 26, 2021, filed with the SEC on June 1, 2021 (file no. 001-11421))(cid:13)
10.44 Form of Stock Option Award Agreement between Dollar General Corporation and Todd J. (cid:57)asos
(approved March 17, 2020) for March 17, 2020 award (incorporated by reference to Exhibit 10.38 to
Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020,
filed with the SEC on March 19, 2020 (file no. 001-11421))(cid:13)
74
2021 Form 10-K
10.45 Form of Performance Share (cid:56)nit Award Agreement between Dollar General Corporation and Todd J.
(cid:57)asos (approved March 17, 2020) for March 17, 2020 award (incorporated by reference to Exhibit
10.39 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended
January 31, 2020, filed with the SEC on March 19, 2020 (file no. 001-11421))(cid:13)
10.46 Form of Stock Option Award Agreement between Dollar General Corporation and Todd J. (cid:57)asos
(approved March 16, 2021) for March 16, 2021 award (incorporated by reference to Exhibit 10.42 to
Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021,
filed with the SEC on March 19, 2021 (file no. 001-11421))(cid:13)
10.47 Form of Performance Share (cid:56)nit Award Agreement between Dollar General Corporation and Todd J.
(cid:57)asos (approved March 16, 2021) for March 16, 2021 award (incorporated by reference to Exhibit
10.43 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended
January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-11421))(cid:13)
10.48 Form of COO(cid:18)Executive (cid:57)ice President Employment Agreement with attached Schedule of Executive
Officers who have executed an employment agreement in the form of COO(cid:18)Executive (cid:57)ice President
Employment Agreement (incorporated by reference to 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 (file no. 001-
11421))(cid:13)
10.49 Form of Senior (cid:57)ice President Employment Agreement with attached Schedule of Senior (cid:57)ice
President-level Executive Officers who have executed an employment agreement in the form of Senior
(cid:57)ice President Employment Agreement (incorporated by reference to Exhibit 10.2 to Dollar General
Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter ended April 30, 2021, filed with the
SEC on May 27, 2021 (file no. 001-11421))(cid:13)
10.50 Form of Executive (cid:57)ice President Employment Agreement with attached Schedule of Executive (cid:57)ice
Presidents who have executed the Executive (cid:57)ice President Employment Agreement (incorporated by
reference to Exhibit 99 to Dollar General Corporation’s Current Report on Form 8-K dated April 5,
2018, filed with the SEC on April 11, 2018 (file no. 001-11421))(cid:13)
10.51 Amended Schedule of Executive Officers who have executed an employment agreement in the form of
Executive (cid:57)ice President Employment Agreement filed as Exhibit 10.50 (incorporated by reference to
Exhibit 10.1 to Dollar General Corporation’s (cid:52)uarterly Report on Form 10-(cid:52) for the fiscal quarter
ended October 30, 2020, filed with the SEC on December 3, 2020 (file no. 001-11421))(cid:13)
10.52 Amendment to Employment Agreement by and between Dollar General Corporation and Jason S.
Reiser, effective September 24, 2020 (incorporated by reference to Exhibit 99.2 to Dollar General
Corporation’s Current Report on Form 8-K dated September 24, 2020, filed with the SEC on
September 30, 2020 (file no. 001-11421))(cid:13)
21 List of Subsidiaries of Dollar General Corporation
23 Consent of Independent Registered Public Accounting Firm
24 Powers of Attorney (included as part of the signature pages hereto)
31 Certifications of CEO and CFO under Exchange Act Rule 13a-14(a)
32 Certifications of CEO and CFO under 18 (cid:56).S.C. 1350
101 Interactive data files for Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year
ended January 28, 2022, formatted in Inline (cid:59)(cid:37)RL: (i) the Consolidated (cid:37)alance Sheets(cid:30) (ii) the
Consolidated Statements of Income(cid:30) (iii) the Consolidated Statements of Comprehensive Income(cid:30) (iv)
the Consolidated Statements of Shareholders’ Equity(cid:30) (v) the Consolidated Statements of Cash Flows(cid:30)
and (vi) the Notes to Consolidated Financial Statements
2021 Form 10-K
75
104 The cover page from Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year
ended January 28, 2022 (formatted in Inline (cid:59)(cid:37)RL and contained in Exhibit 101)
(cid:13) Management Contract or Compensatory Plan
ITEM 16. FORM 10-K SUMMARY
None
76
2021 Form 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 authori(cid:93)ed.
DOLLAR GENERAL CORPORATION
Date: March 18, 2022
(cid:37)y:
(cid:18)s(cid:18) Todd J. (cid:57)asos
Todd J. (cid:57)asos,
Chief Executive Officer
(cid:58)e, the undersigned directors and officers of the registrant, hereby severally constitute Todd J. (cid:57)asos, John
(cid:58). Garratt and Anita C. Elliott, and each of them singly, our true and lawful attorneys with full power to them and
each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
(cid:18)s(cid:18) Todd J. (cid:57)asos
TODD J. (cid:57)ASOS
Chief Executive Officer (cid:9) Director
(Principal Executive Officer)
Date
March 18, 2022
(cid:18)s(cid:18) John (cid:58). Garratt
JO(cid:43)N (cid:58). GARRATT
(cid:18)s(cid:18) Anita C. Elliott
ANITA C. ELLIOTT
Executive (cid:57)ice President (cid:9) Chief Financial Officer
March 18, 2022
(Principal Financial Officer)
Senior (cid:57)ice President (cid:9) Chief Accounting Officer
March 18, 2022
(Principal Accounting Officer)
(cid:18)s(cid:18) (cid:58)arren F. (cid:37)ryant
(cid:58)ARREN F. (cid:37)RYANT
Director
(cid:18)s(cid:18) Michael M. Calbert
MIC(cid:43)AEL M. CAL(cid:37)ERT
Director
(cid:18)s(cid:18) Patricia D. Fili-Krushel
PATRICIA D. FILI - KR(cid:56)S(cid:43)EL
Director
(cid:18)s(cid:18) Timothy I. McGuire
TIMOT(cid:43)Y I. MCG(cid:56)IRE
Director
(cid:18)s(cid:18) (cid:58)illiam C. Rhodes, III
(cid:58)ILLIAM C. R(cid:43)ODES, III
Director
(cid:18)s(cid:18) Debra A. Sandler
DE(cid:37)RA A. SANDLER
(cid:18)s(cid:18) Ralph E. Santana
RALP(cid:43) E. SANTANA
Director
Director
March 18, 2022
March 18, 2022
March 18, 2022
March 18, 2022
March 18, 2022
March 18, 2022
March 18, 2022
2021 Form 10-K
77
DIRECTORS
Michael M. Calbert (1)(4)*
Retired Member
KKR & Co. L.P.
Warren F. Bryant (2)(3)
Retired Chairman, President &
Chief Executive Officer
Longs Drug Stores Corporation
Patricia D. Fili-Krushel (3)*(4)
Chairperson
Coqual
Timothy I. McGuire (3)
Chief Executive Officer
Mobile Service Center Canada, Ltd.
(d/b/a Mobile Klinik)
Ralph E. Santana (4)
Executive Vice President &
Chief Marketing Officer
Harman International Industries
William C. Rhodes, III (2)*
Chairman, President &
Chief Executive Officer
AutoZone, Inc.
Todd J. Vasos†
Chief Executive Officer
Dollar General Corporation
Debra A. Sandler (2)(4)
President & Chief Executive Officer La
Grenade Group, LLC
Founder & Chief Executive Officer
Mavis Foods, LLC
(1) Chairman of the Board
(2) Audit Committee
(3) Compensation Committee
(4) Nominating & Governance Committee
(*) Committee Chairperson
SENIOR OFFICERS
Todd J. Vasos†
Chief Executive Officer
Jeffery C. Owen†
Chief Operating Officer
EXECUTIVE VICE PRESIDENTS
John W. Garratt†
Chief Financial Officer
Kathleen A. Reardon†
Chief People Officer
Steven G. Sunderland†
Store Operations
SENIOR VICE PRESIDENTS
Emily C. Taylor†
Chief Merchandising Officer
Antonio Zuazo†
Global Supply Chain
Rhonda M. Taylor†
General Counsel
Carman R. Wenkoff†
Chief Information Officer
Johanna M. Blankush
General Merchandise Manager
Brian T. Hartshorn
General Merchandise Manager
Jackie Li
Private Brands & Global Sourcing
Steven R. Deckard
Emerging Markets
Kelly M. Dilts
Finance
Connie V. Droge
Store Operations
Anita C. Elliott†
Chief Accounting Officer
Tracey N. Herrmann
Channel Innovation
Adam D. Janatsch
Distribution
Daniel J. Nieser
Real Estate & Store Development
Matthew F. Simonsen
Real Estate & Store Development
Michael S. Joyce
Supply Chain Strategy, Inventory
& Demand Management
Roderick J. West
Distribution
Sanja Krajnovic
Store Operations
Bryan D. Wheeler
General Merchandise Manager
† Indicates persons designated as the Company’s executive officers
CORPORATE INFORMATION
TRANSFER AGENT
EQ Shareowner Services
PO Box 64854,
St. Paul, MN 55164-0854
www.shareowneronline.com
FORM 10-K
A copy of the Form 10-K filed by the Company with the Securities
and Exchange Commission (the “SEC”) for the fiscal year ended
January 28, 2022, is available on our website at www.dollargeneral.
com in the Investor Information section or on the SEC’s website.
Inquiries regarding stock transfers, lost certificates or
address changes should be directed to the transfer agent
at the address or website noted above or by calling (866)
927-3314.
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, Nashville, Tennessee
A printed copy of the Form 10-K, and a list of all its exhibits,
will be supplied without charge to any shareholder upon
written request. Exhibits to the Form 10-K are available
for a reasonable fee. For a printed copy of the Form 10-K,
please contact:
DOLLAR GENERAL CORPORATION INVESTOR RELATIONS
100 Mission Ridge, Goodlettsville, TN 37072, (615) 855-4000
Dollar General Corporation has been delivering value to shoppers for more
than 80 years. Dollar General helps shoppers Save time. Save money. Every
day.® by offering products that are frequently used and replenished, such
as food, snacks, health and beauty aids, cleaning supplies, basic apparel,
housewares and seasonal items at everyday low prices in convenient
neighborhood locations. Dollar General operated 18,130 stores in 46 states
as of January 28, 2022. In addition to high-quality private brands, Dollar
General sells products from America’s most-trusted manufacturers such
as Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever,
Nestle, Kimberly-Clark, Kellogg’s, General Mills, and PepsiCo.
Learn more about Dollar General at
www.dollargeneral.com
NET SALES
(IN BILLIONS)
$34.2
$33.7
$27.8
$25.6
$23.5
2017
2018
2019
2020
2021
ENDING STORE COUNT
18,130
17,177
16,278
15,370
14,534
2017
2018
2019
2020
2021
SAME STORE SALES
16.3%
3.2%
3.9%
2.7%
2017
2018
2019
2020
2021
2.8%
ANNUAL MEETING
Dollar General Corporation’s annual meeting of shareholders is
scheduled for 9 a.m. Central Time on Wednesday, May 25, 2022, at:
Goodlettsville City Hall Auditorium
105 South Main Street, Goodlettsville, TN 37072
The record date for the determination of shareholders entitled to
vote at the meeting is March 16, 2022.
NYSE: DG
The common stock of Dollar General Corporation is traded on
the New York Stock Exchange under the trading symbol “DG.”
The number of shareholders of record as of March 16, 2022
was XXX.
was 2,778.
STOCK PERFORMANCE GRAPH
The graph below compares Dollar General Corporation’s
The graph below compares Dollar General Corp oration’s cumulative
cumulative total shareholder return on common stock with
total shareholder return on common stock with the cumulative
the cumulative total returns of the S&P 500 index and the
total returns of the S&P 500 index and the S&P Retailing index. The
S&P Retailing index. The graph tracks the performance of a
graph tracks the performance of a $100 investment in our common
$100 investment in our common stock and in each index (with
stock and in each index (with the reinvestment of all dividends)
the reinvestment of all dividends) from February 3, 2017 to
from February 3, 2017 to January 28, 2022.
January 28, 2022.
COMPARISON OF CUMULATIVE TOTAL RETURN
$350
$300
$250
$200
$150
$100
2/3/17
2/2/18
2/1/19
1/31/20
1/29/21
1/28/22
CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS & WEBSITE DISCLAIMER: All forward-looking information in this report
should be read with, and is qualified in its entirety by, the Cautionary Disclosure Regarding Forward-Looking Statements and the Risk Factors
disclosures set forth in the Introduction and in Item 1A, respectively, of the Form 10-K included elsewhere in this report. The information contained on
or connected to our Internet website is not incorporated by reference into this report and should not be considered part of this or any other report
that we file with or furnish to the SEC, unless we specifically provide otherwise.
2017
2018
2019
2020
2021
The stock price performance included in this graph is not necessarily
indicative of future stock price performance.
CASH FROM OPERATIONS
(IN MILLIONS)
$3,876
$2,144
$2,238
$1,802
$2,866
Dollar General Corporation
S&P 500 Index
S&P Retailing Index
2/3/17
2/2/18
2/1/19
1/31/20 1/29/21
1/28/22
Dollar General
$100
$137.80
$161.23 $216.95
$277.27
$293.38
S&P 500 Index
$100
$126.41 $123.48 $150.26 $176.18 $217.21
S&P Retailing Index
$100
$148.34 $159.89
$190.43
$278.09
$296.49
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