2022
ANNUAL
REPORT
& 2023 PROXY STATEMENT
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100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
WWW.DOLLARGENERAL.COM
(615) 855-4000
Fiscal 2022 includes 53 weeks, while all other years presented contain 52 weeks. Sales in the 2022 53rdweek were approximately $678 million.CASH FROM OPERATIONS(IN MILLIONS)2020$3,8762021$2,866$1,98520222018$2,1442019$2,238202016.3%2021-2.8%2022 4.3%20183.2%20193.9%ENDING STORE COUNTSAME STORE SALES GROWTH17,1772020202118,130202219,10415,370201816,2782019NET SALES(IN BILLIONS)2020$33.72021$34.22022$37.82018$25.62019$27.8StoresDistribution CenterFresh Distribution CenterCombination Distribution CenterRegional Hub Distribution Center38158941365282597286511,0161,03031065766726869855165676932066316171,0109371,76652597546728463264021118414577661199133945251862575756IN 47 STATESSTORES19,104AS OF 2/3/2023Stores281011111122211014344$150$100$50$200$2502/2/182/1/191/31/201/29/211/28/222/3/23$117.01$108.42$127.45$157.44$201.21$180.19$212.91$195.77$239.84$160.10Dollar General S&P 500 Retailing*$100$1002/2/182/1/191/31/201/29/211/28/222/3/23S&P 500 Retailing*S&P 500Dollar General Corporation$97.69$118.87$139.37$171.83$157.71S&P 500$100ANNUAL MEETINGDollar General Corporation’s annual meeting of shareholders is scheduled for 9 a.m. Central Time on Wednesday, May 31, 2023, at:Dollar General Corporation, Turner One Building100 Mission Ridge, Goodlettsville, TN 37072The record date for the determination of shareholders entitled to vote at the meeting is March 22, 2023.NYSE: DGThe 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 22, 2023 was 2,745.STOCK PERFORMANCE GRAPHThe graph to the right compares Dollar General Corporation’s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the S&P 500 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 2, 2018 to February 3, 2023.The stock price performance included in this graph is not necessarily indicative of future stock price performance.*Same index used in Dollar General Corporation’s 2021 Annual Report.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.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 19,104 stores in 47 states as of February 3, 2023. 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 COMPARISON OF CUMULATIVETOTAL RETURN TO OUR FELLOW SHAREHOLDERS,
CUSTOMERS & EMPLOYEES:
Dollar General is an essential partner for customers and
communities around the country as America’s neighborhood
general store, often serving communities that other retailers
have chosen not to serve with a unique combination of value
and convenience. More than 80% of our stores serve towns of
20,000 or fewer people, providing us the opportunity to make
a significant impact in rural communities that seek affordable
solutions to their needs. With more than 19,000 stores, we
operate more stores than any retailer in the U.S. and are located
within five miles of approximately 75% of the U.S. population.
We faced challenges
including supply chain
in 2022,
constraints, inflationary pressures, and a core customer under
financial pressure. While our results were impacted by these
challenges, our team responded with great purpose, and was
and continues to be resilient in finding solutions to serve our
customers, while continuing to focus on delivering healthy
returns for our shareholders.
Highlights of 2022:
• Net sales increased 10.6% to $37.8 billion, and same-
store sales increased 4.3%.
• Operating profit increased 3.3% to $3.3 billion.
• Net income increased 0.7% to $2.4 billion, and diluted
EPS increased 5.0% to $10.68.
•
Cash flows from operations of $2.0 billion.
Our strategic approach to the business, combined with a focus
on innovation and execution, continues to differentiate Dollar
General, and we made significant progress advancing our
strategic initiatives and operating priorities, while capturing
market share, in 2022.
1. Driving profitable sales growth: In 2022, we completed
the initial rollout of our non-consumables initiative in the
vast majority of our stores and more-than-doubled the
number of standalone pOpshelf locations, as we continue
to enhance the treasure-hunt experience for both new
and existing customers. DG Fresh continues to contribute
significant product cost savings, higher sales, and
enhanced profitability – most notably in our perishables
department, which had our highest departmental rate
of same-store sales growth in 2022. In addition, we
expanded our DG Well Being offering to a total of nearly
4,400 stores, as we pursue our 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 continues to be a core
strength of the business. Format innovation continues
to be an important part of our growth strategy, and our
larger format stores provide more products for customers
while also driving greater sales productivity. We executed
more than 2,900 real estate projects in 2022 and we plan
to execute more than 3,100 projects in 2023. We plan to
more-than-double the pOpshelf store count in 2023, and
our goal is to open approximately 20 stores in Mexico, as
we look to extend our value and convenience proposition
outside the U.S. for the first time as an international
retailer. Our Digital initiative, including our growing DG
Media Network, complements our physical footprint and
provides our customers with an even more convenient,
frictionless, and personalized shopping experience.
3. Leveraging and reinforcing our position as a low cost
operator: We aim to keep our business simple while
controlling expenses and driving efficiencies throughout
the organization. During 2022, we expanded self-
checkout to a total of more than 11,000 stores as part
of our Fast Track initiative, which continues to focus on
enhancing convenience for customers while driving
efficiencies for our teams. We also expanded our private
tractor fleet, which is now one of the largest in the U.S., to
a total of more than 1,600 tractors. These efforts continue
to provide 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 created more than
10,000 new jobs and invested over four million training
hours in 2022, as we continue to provide opportunities
for personal and professional development and career
advancement. The opportunity to start and develop
a career with a growing retailer remains our greatest
currency in attracting and retaining talent, as evidenced by
the more than 70% internal placement rate of associates
at, or above, the Lead Sales Associate position.
Looking ahead to 2023, we are making significant investments in
our business, including in our portfolio of initiatives and our plans
to invest approximately $100 million, primarily in incremental
labor hours, which we believe will enhance the employee and
customer experience. We believe these efforts will build on the
progress we have made and position us to continue moving
forward as the innovative leader in our channel.
We remain committed to our mission of Serving Others, which
is at the center of all that we do as an organization. In 2022,
Dollar General and its Foundations awarded nearly $23 million
to charitable efforts that extend hope and opportunity to
individuals and nonprofit organizations.
The people of Dollar General are our greatest strength and
the bedrock of our special culture, and I want to thank our
more than 170,000 employees for their sense of purpose and
dedication to serving our customers and communities. We are
excited about our plans for 2023, which we believe position us
well to continue delivering value for our customers, employees,
and shareholders.
RESPECTFULLY,
JEFFERY C. OWEN
CHIEF EXECUTIVE OFFICER
PROXY STATEMENT
& MEETING NOTICE
DEAR FELLOW SHAREHOLDERS,
The 2023 Annual Meeting of Shareholders of Dollar General
Corporation will be held on Wednesday, May 31, 2023, at 9:00 a.m.,
Central Time, at Dollar General Corporation, Turner One Building, 100
Mission Ridge, Goodlettsville, Tennessee. All shareholders at the close
of business on March 22, 2023, are invited to attend the annual
meeting.
We thank those of you who met with us over the past year and
provided valuable feedback on broad-ranging topics such as our CEO
transition, environmental and social matters, human capital
management, corporate governance, Board refreshment and
composition, and our executive compensation program structure. In
2022, we invited shareholders representing over 61% of shares
outstanding to participate in our annual ESG outreach program and
ultimately engaged with shareholders comprising over 52% of shares
outstanding. As Chairman of the Board, I led the engagement with
shareholders representing over 24% 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 for 2022, as well as our inaugural 2022
political activities report. 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 11, 2023
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 11, 2023.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME
LOCATION
DATE
31
Wednesday,
May 31, 2023
9:00 a.m.
Central Time
Dollar General Corporation, Turner One Building
100 Mission Ridge
Goodlettsville, Tennessee
ITEMS OF BUSINESS:
• To elect as directors the 9 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 hold an advisory vote on the frequency of future advisory votes on our named executive officer
compensation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
• To ratify the appointment of our independent registered public accounting firm for fiscal 2023
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
• To vote upon three shareholder proposals, as described in the Proxy Statement, 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 22, 2023
By Order of the Board of Directors,
Goodlettsville, Tennessee
April 11, 2023
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
page 2 of the 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*
19,147
STORES
LOW-PRICED PRODUCT MODEL
> 2,000
ITEMS PRICED
AT $1 OR LESS
~170,000
EMPLOYEES
MULTIPLE STORE FORMATS
TO SERVE OUR CUSTOMERS
106th
RANKING ON THE
FORTUNE 500 LIST
$3.3
BILLION
OPERATING
PROFIT
In fiscal
year 2022
$2.4
BILLION
NET INCOME
In fiscal
year 2022
* Data as of March 3, 2023, unless otherwise noted.
at 2022 fiscal year end
$37.8
BILLION
IN SALES
In fiscal
year 2022
$10.68
DILUTED EPS
In fiscal
year 2022
2023 Proxy Statement
PROXY STATEMENT SUMMARY
VOTING MATTERS (pp. 1 - 10, 54 - 55, 57 and 59 - 66)
2023 PROPOSALS
Proposal 1:
Election of Directors
Proposal 2:
Proposal 3:
Advisory Vote to Approve Named Executive Officer
Compensation
Advisory Vote on the Frequency of Future Advisory Votes on
Named Executive Officer Compensation
Proposal 4:
Ratification of Appointment of Auditors
Proposals 5-7: Shareholder Proposals
Board
Recommendation
For
For
1 Year
For
Against
HOW TO VOTE (p. 2)
MAIL
PHONE
INTERNET
IN PERSON
Complete, sign,
date and mail
your
proxy card or
voting
instruction form
1-800-690-6903
www.proxyvote.com
May 31, 2023
9:00 a.m., CT
Dollar General Corporation
Turner One Building
100 Mission Ridge
Goodlettsville, Tennessee
BOARD OF DIRECTORS GROUP DIVERSITY (pp. 4 - 9)
AGE
60.8
DIRECTOR
AVERAGE
AGE
TENURE
5
3
2
7.1
YEARS
AVERAGE
0-5
6-10
11+
DIVERSITY
30%
Female
30%
Racially
Diverse
2023 Proxy Statement
BOARD OF DIRECTORS COMPOSITION (pp. 5 - 9, 14 - 15 and 19)
PROXY STATEMENT SUMMARY
Director
Since
(Calendar
Year)
Currently Serving on
Other Public Boards
Committee
Memberships
A
C
N
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.
77
60
Ana M. Chadwick
EVP & CFO,
Pitney Bowes Inc.
Patricia D. Fili-Krushel
Chairperson,
Coqual
Timothy I. McGuire
Retired CEO,
Mobile Service Center Canada, Ltd.
Jeffery C. Owen
CEO,
Dollar General Corporation
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
CEO,
Recteq Grills
Todd J. Vasos
Retired CEO,
Dollar General Corporation
51
2022
69
62
53
2022
57
63
55
61
• PVH Corp.
Grill, Inc.
• Keurig Dr Pepper Inc.
• Archer Daniels Midland
Company
• Gannett Co., Inc.
Chair
Member
A
Audit
C
Compensation
N
Nominating, Governance &
Corporate Responsibility
2023 Proxy Statement
PROXY STATEMENT SUMMARY
PAY FOR PERFORMANCE (pp. 21 - 32)
The primary elements of our annual executive compensation program are summarized in the chart below and
reflect a significant alignment with our shareholders’ interests.
Pay Element
Vehicle
2022 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
2022 was variable/at-risk as a
result of being performance-
based or linked to changes in our
stock price.
CEO
(Averaged Owen & Vasos)
OTHER NEOs
(Averaged)
STI
14%
Salary
10%
90%
VARIABLE/
AT-RISK
LTI
76%
STI
18%
78%
VARIABLE/
AT-RISK
Salary
22%
LTI
60%
LTI — Long-Term Equity Incentive (stock options and performance share units)
STI — Short-Term Cash Incentive (Teamshare bonus program)
88.4%
SHAREHOLDER
SUPPORT
The most recent shareholder advisory vote on our named
executive officer compensation was held on May 25, 2022.
Excluding abstentions and broker non-votes, 88.4% of total
votes were cast in support of the program.
2023 Proxy Statement
PROXY STATEMENT SUMMARY
SHAREHOLDER ENGAGEMENT (pp. 11 - 12)
Our Board of Directors appreciates and proactively seeks the viewpoints of our shareholders. Our focused outreach
in the fall of 2022 encompassed a broad base of shareholders and discussion topics and helped inform our
inaugural political activities report; decisions to align certain of our disclosures to the TCFD framework, to enhance
disclosures related to cybersecurity and data privacy and employee safety and well-being, and to explore
opportunities to advance a renewable energy strategy; as well as various other disclosure enhancements in this
proxy statement and in our Serving Others report for 2022.
INVITED
shareholders representing
>61%
of shares outstanding
ENGAGED
shareholders representing
>52%
of shares outstanding
CHAIRMAN
LED
engagement with
shareholders representing
>24%
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
2023 Proxy Statement
TABLE OF CONTENTS
SOLICITATION, MEETING AND VOTING
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 1:
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
4
Compensation Committee Interlocks and
Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation Risk Considerations . . . . . . . . .
Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . .
50
50
51
SECURITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . .
52
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . .
11
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . .
17
DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . .
19
Security Ownership of Certain Beneficial
Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Officers and
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delinquent Section 16(a) Reports . . . . . . . . . . .
TRANSACTIONS WITH MANAGEMENT AND
OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . .
Compensation Discussion and Analysis . . . . .
Compensation Committee Report . . . . . . . . . .
Summary Compensation Table . . . . . . . . . . . . . .
Grants of Plan-Based Awards in Fiscal
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding Equity Awards at 2022 Fiscal
Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Option Exercises and Stock Vested During
Fiscal 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension Benefits Fiscal 2022 . . . . . . . . . . . . . . . .
Nonqualified Deferred Compensation Fiscal
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potential Payments Upon Termination or
Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pay Versus Performance . . . . . . . . . . . . . . . . . . . . .
20
21
21
32
33
35
36
38
38
38
39
47
PROPOSAL 2:
Advisory Vote to Approve Named Executive
Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 3:
Advisory Vote on the Frequency of Future
Advisory Votes on Named Executive Officer
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . .
56
PROPOSAL 4:
Ratification of Appointment of Auditors . . . . . . . .
57
FEES PAID TO AUDITORS . . . . . . . . . . . . . . . . . . . . . . . .
58
SHAREHOLDER PROPOSALS (Proposals 5-7) . .
59
SHAREHOLDER PROPOSALS FOR 2024
ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
52
53
53
54
55
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETING TO BE HELD ON MAY 31, 2023
This Proxy Statement, our 2022 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 2022 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.
2023 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 31, 2023. 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 11, 2023.
We include website addresses and references to our Serving Others report throughout this proxy statement for reference
only. The information contained in these websites and in the Serving Others report is not incorporated by reference into,
and does not form a part of, this proxy statement.
SOLICITATION, MEETING AND VOTING INFORMATION
What is Dollar General Corporation and where
is it located?
Dollar General Corporation (NYSE: DG) is proud to serve
as America’s neighborhood general store. Founded in
1939, Dollar General lives its mission of Serving Others
every day by providing access to affordable products and
services for its customers, career opportunities for its
employees, and literacy and education support for its
hometown communities. As of March 3, 2023, the
company’s 19,147 Dollar General, DG Market, DGX and
pOpshelf stores across the United States and Mi Súper
Dollar General stores in Mexico provide everyday essentials
including food, health and wellness products, cleaning and
laundry supplies, self-care and beauty items, and seasonal
décor from our high-quality private brands alongside many
of the world’s most trusted brands. Our principal executive
offices are located at 100 Mission Ridge, Goodlettsville,
Tennessee 37072.
We also refer to our company as “we,” “us” or “Dollar
General.” Unless otherwise noted or required by the
context, “2023,” “2022,” “2021,”and “2020” refer to our
fiscal years ending or ended February 2, 2024, February 3,
2023, January 28, 2022, and January 29, 2021, 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. We have retained Innisfree M&A
Incorporated to act as a proxy solicitor for a fee estimated
to be $17,500, plus reimbursement of out of pocket
expenses.
Who may attend the annual meeting?
Only shareholders as of the record date, March 22, 2023
(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 and proof of share ownership as of the
Record Date. To prove ownership, we will verify
shareholders of record 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 or with the Rules of Conduct for the
meeting.
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 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 31, 2023. Within 24 hours following the 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.
2023 Proxy Statement
1
SOLICITATION, MEETING AND VOTING INFORMATION
Who may 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 22, 2023). As of that date, there were 219,108,477
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 9 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 approval on an advisory basis of the frequency of
future advisory votes on our named executive officer
compensation (Proposal 3);
• the ratification of the appointment of our independent
registered public accounting firm (the “independent
auditor”) for 2023 (Proposal 4); and
• the shareholder proposals described in this proxy
In either case, shareholders wishing to attend the meeting
must comply with the requirements 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.
statement (Proposals 5, 6 and 7) if properly presented.
How will my proxy be voted?
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.
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.
2
2023 Proxy Statement
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;
• 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 30, 2023;
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.
SOLICITATION, MEETING AND VOTING INFORMATION
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 17, 2023, by visiting
www.proxyvote.com and entering your Control Number,
which 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 and meet the additional
requirements set out in the Rules of Conduct for the
meeting, you also may submit pertinent questions at the
meeting. Rules of Conduct for the meeting, including
without limitation rules pertaining to submission of
questions, will be available prior to the meeting on
www.proxyvote.com and at the meeting. We encourage
you to review in advance the Rules of Conduct for 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.
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 4 (to ratify the
appointment of our independent auditor for 2023), and
Proposals 5, 6 and 7 (shareholder proposals 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 other than Proposal 3, you may vote in favor of or
against the proposal, or you may elect to abstain from
voting your shares.
For Proposal 3 (to approve on an advisory basis the
frequency of future advisory votes on our named
executive officer compensation), the option of 1 year,
2 years or 3 years that receives the highest number of
votes cast will be the frequency that has been selected by
shareholders. However, because this vote is advisory and
not binding on Dollar General, our Board of Directors or its
Compensation Committee, our Board may decide that it is
in the best interests of our shareholders and Dollar General
to hold such advisory votes more or less frequently than
the option selected by shareholders. With respect to this
proposal, you may vote in favor of a frequency of 1 year,
2 years, or 3 years, or you may elect to abstain from voting
your shares.
2023 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 10 but is reducing to 9 effective at the
time of the annual meeting. All directors are elected
annually by our shareholders.
How are directors identified and nominated?
The Nominating, Governance and Corporate Responsibility
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 nomination
or election 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. 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
identified by such search firm, to compile and evaluate
information regarding the candidate’s qualifications and
experience and to conduct reference checks. Ms. Ana
Chadwick, a nominee for election at the annual meeting,
was identified as a candidate by a third party search firm.
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 and to direct
any search firm accordingly. 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 and
reflects the skills and experience currently deemed by our
Board to be the most important to serve our company.
Board of Directors Experience and Composition Matrix
Bry a nt
C alb ert
C h a d w ic k
Fili-K rush el
M c G uire
w e n
O
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
2023 Proxy Statement
Diverse Composition
8
10
7
7
5
8
7
7
2
5
9
3
3
2
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. While our focus and
priorities may change from time to time, the Board of
Directors Experience and Composition matrix above
summarizes the key skills, qualifications and experience
that are currently important to be represented on our
Board in light of our current business and expected needs.
PROPOSAL 1: ELECTION OF DIRECTORS
Who are the nominees this year?
All nominees standing for election as directors at the
annual meeting were nominated by our Board of Directors
upon the recommendation of the Nominating Committee.
The nominees include 7 incumbent directors who were
elected at the 2022 annual meeting of shareholders, as
well as Ms. Chadwick and Mr. Owen who were appointed
to our Board effective July 30, 2022, and November 1,
2022, respectively. Mr. William C. Rhodes, III, age 57, who
has served on our Board since 2009, is not standing for
re-election, and his term will expire effective at the time of
the annual meeting. 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 2024
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 served as a director of Loblaw Companies Limited from May 2013 to
May 2022 and as a director of OfficeMax Incorporated from 2004 to 2013 and Office Depot, Inc.
from November 2013 to July 2017.
WARREN
F. BRYANT
Age: 77
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 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.
2023 Proxy Statement
5
PROPOSAL 1: ELECTION OF DIRECTORS
MICHAEL
M. CALBERT
Age: 60
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 PVH Corp. since May 2022 and served as a director of Executive Network Partnering
Corporation from September 2020 to October 2022 and 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.
...................................................................................................................................................................................
ANA
M. CHADWICK
Age: 51
Director Since:
2022
Biography:
Ms. Chadwick has served as Executive Vice President & Chief Financial Officer of Pitney Bowes Inc.,
a global shipping and mailing company providing technology, logistics, and financial services to
small and medium sized businesses, large enterprises, retailers and government clients, since
January 2021. She previously served for 28 years in various roles at General Electric Company,
including President & Chief Executive Officer of GE Capital Global Legacy Solutions (March 2019 to
January 2021); Chief Financial Officer & Chief Operating Officer of GE Capital Global Legacy
Solutions (February 2016 to February 2019); Controller of GE Capital Americas (September 2014 to
January 2016); Chief Financial Officer of GE Capital Energy Financial Services (July 2010 to
August 2014); Chief Operating Officer of GE Capital Global Banking—GE Money Bank Latin
America (February 2009 to June 2010); Chief Financial Officer of GE Capital Consumer Finance—
Latin America (December 2005 to January 2009); and Chief Financial Officer of GE Capital
Consumer Finance—GE Capital Bank (December 2003 to November 2005); and a variety of finance
and audit positions of increasing responsibility since joining the company in June 1993.
Specific Experience, Qualifications, Attributes and Skills:
Ms. Chadwick has significant financial and risk management expertise, currently serving as the Chief
Financial Officer of Pitney Bowes, and nearly 30 years of experience in various financial planning,
audit, banking, and accounting roles. Through these various roles, she has led large global teams of
employees and played a critical role in various joint ventures, divestitures and restructurings. These
experiences bring deep and disciplined perspective to our Audit Committee and Board. In addition,
having lived and worked in several Latin American countries, including growing businesses in Latin
America, she brings valuable perspective to our Board as the Company works to expand its
operations into Mexico and to further serve its Latino customer in the United States.
6
2023 Proxy Statement
PATRICIA
D. FILI-KRUSHEL
Age: 69
Director Since:
2012
PROPOSAL 1: ELECTION OF DIRECTORS
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 served
as a director of I2PO from July 2021 to July 2022.
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.
...................................................................................................................................................................................
TIMOTHY
I. MCGUIRE
Age: 62
Director Since:
2018
Biography:
Mr. McGuire served as Chief Executive Officer of Mobile Service Center Canada, Ltd. (d/b/a Mobile
Klinik, a business division of TELUS Corporation), a chain of professional smartphone repair stores,
from October 2018 through August 2022, and as its Chairman of the Board from June 2017 to
October 2018 and director from 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, having served as
Chief Executive Officer of Mobile Klinik for almost four years and 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.
2023 Proxy Statement
7
PROPOSAL 1: ELECTION OF DIRECTORS
Biography:
Mr. Owen has served as our Chief Executive Officer and as a member of our Board since
November 2022. He previously served as our Chief Operating Officer from August 2019 to
November 2022. He returned to Dollar General in June 2015 as Executive Vice President of Store
Operations, with over 21 years of previous employment experience with the Company, including
Senior Vice President, Store Operations (August 2011 to July 2014); Vice President, Division
Manager (March 2007 to July 2011); Retail Division Manager (November 2006 to March 2007); and
various other operations roles of increasing importance and responsibility. He began his
employment at Dollar General in December 1992. Mr. Owen served as a director of Kirkland’s Inc.
from March 2015 to September 2022.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Owen has extensive retail experience, having served in roles of increasing responsibility with
Dollar General for almost 30 years. He has extensive store operations and real estate experience and
has led our global supply chain, merchandising and marketing functions since August 2019.
Mr. Owen’s previous experience serving on the board of another public retail company brings
additional perspective and risk management experience to his leadership of Dollar General.
JEFFERY
C. OWEN
Age: 53
Director Since:
2022
...................................................................................................................................................................................
DEBRA
A. SANDLER
Age: 63
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.
8
2023 Proxy Statement
PROPOSAL 1: ELECTION OF DIRECTORS
Biography:
Mr. Santana has served as Chief Executive Officer of Recteq Grills, a pellet grill company, since
June 2022. He previously served as Executive Vice President and Chief Marketing Officer of Harman
International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., from
April 2013 until June 2022, with responsibility for Harman’s worldwide marketing strategy and
global design group, and 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 previous and
current executive positions also provide risk management experience.
RALPH
E. SANTANA
Age: 55
Director Since:
2018
...................................................................................................................................................................................
TODD
J. VASOS
Age: 61
Director Since:
2015
Biography:
Mr. Vasos served as our Chief Executive Officer from June 2015 to November 2022 when he
transitioned to Senior Advisor prior to retiring on April 2, 2023. He has served as 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 and to Chief Executive Officer in June 2015. 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 approximately 15 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 additional leadership and strategic planning skills that allow
him to effectively oversee the direction of Dollar General and build consensus among Board
members, and his other public company board experience brings additional perspective to our
Board.
2023 Proxy Statement
9
PROPOSAL 1: ELECTION OF DIRECTORS
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 2024 Annual
Meeting.” The notice must contain all information required
by our Bylaws, including without limitation information
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 2024 annual meeting of shareholders, see
“Shareholder Proposals for 2024 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 will vote your
proxy for a substitute designated by our Board of
Directors or we 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 nominees named in this proposal.
10
2023 Proxy Statement
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. Our 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. The Chairmen of the Board and the Nominating Committee discuss the results of the
individual evaluations, as well as succession considerations, with each director. 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 and succession
planning.
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 Non-Management and Independent Director Sessions
Opportunity is available at each quarterly Board meeting for separate executive sessions of the
non-management directors and of the independent directors. 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 2022, we also continued to engage
in focused shareholder engagement efforts regarding environmental, social and governance
(“ESG”) matters, inviting shareholders representing over 61% of our outstanding shares to discuss
their perspectives on these matters. We ultimately held conversations with shareholders
comprising over 52% of shares outstanding. Our Chairman of the Board led the engagement with
shareholders representing over 24% 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 proposal approved at last year’s
annual meeting” below.
2023 Proxy Statement
11
CORPORATE GOVERNANCE
How does shareholder feedback affect
decision-making, including decisions about the
shareholder proposal approved at last year’s
annual meeting?
In response to the passage of a shareholder proposal at
the 2022 annual shareholders’ meeting, during our
ESG-focused shareholder outreach meetings held in the
fall of 2022 we solicited feedback with respect to the
Board’s proposed approach to political spending
disclosure. As mentioned above, we reached out to
shareholders representing more than 61% of shares
outstanding and received input from shareholders
representing more than 52% of shares outstanding.
The feedback that we received indicated significant
support for the Board’s proposed approach to
substantially implement the shareholder proposal. This
approach entails publicly reporting on an annual basis on
any Company contributions or expenditures (1) directly
made to influence the general public with respect to a
referendum and (2) of greater than $10,000 directly made
to entitles organized under Sections 527, 501(c)(4), or
501(c)(6) of the Internal Revenue Code, which may be
used to (i) participate or intervene in any campaign on
behalf of (or in opposition to) any candidate for public
office or (ii) influence the general public in any campaign
on behalf of (or in opposition to) any candidate for public
office or with respect to an election or referendum. Our
policy continues to prohibit contributions or expenditures
directly made 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. We published our
inaugural political spending report for 2022 in April 2023.
Other topics discussed during the ESG-focused
shareholder outreach meetings generally centered on our
CEO transition, our disclosures and efforts around
environmental and social matters, including our efforts
towards achieving our Scopes 1 and 2 greenhouse gas
emissions reduction goals; the refreshment and
composition of our Board of Directors, including the recent
additions of Ms. Chadwick and Mr. Owen; and our
executive compensation program. Feedback from these
meetings was shared with our Board members to inform
future decisions pertaining to these matters. In addition,
the feedback helped to inform our inaugural political
spending report, as discussed above, as well as decisions
to align certain of our disclosures to the TCFD framework,
to enhance disclosures related to cybersecurity and data
privacy and employee safety and well-being, and to
explore opportunities to advance a renewable energy
strategy.
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
12
2023 Proxy Statement
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.
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. Further, the Audit
Committee receives quarterly updates regarding our
business continuity and IT disaster recovery plan.
The Audit Committee has undertaken cybersecurity
education to assist members in overseeing related risks.
Such activities included a cyber threat intelligence update
focusing on the global impact of ransomware on the retail
sector and trends in retail sector compromises; the state of
cybersecurity regulation; an overview of methods to
perform cyber risk quantification; an update on the
evolving retail landscape’s impact on cyber risk to retail
organizations; and an overview of Company-specific
cyber-related risks considerations.
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 metrics pertaining to
recruitment, retention, engagement and 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.
CORPORATE GOVERNANCE
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 significant
corporate social responsibility and sustainability matters
(to the extent 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 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, 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 in 2021 of
the right of shareholders meeting certain requirements to
request special meetings of shareholders; 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.
2023 Proxy Statement
13
CORPORATE GOVERNANCE
Name of
Committee & Members
Committee Functions
AUDIT:
Mr. Rhodes, Chairperson
Mr. Bryant
Ms. Chadwick
Ms. Sandler
COMPENSATION:
Ms. Fili-Krushel, Chairperson
Mr. Bryant
Mr. McGuire
14
2023 Proxy Statement
• 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
• 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
Name of
Committee & Members
NOMINATING, GOVERNANCE AND
CORPORATE RESPONSIBILITY:
Ms. Sandler, Chairperson
Ms. Fili-Krushel
Mr. Santana
CORPORATE GOVERNANCE
Committee Functions
• Develops and recommends criteria for selecting new directors
• 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
Does an audit committee financial expert serve
on the Audit Committee?
Yes. Our Board of Directors has determined that Messrs.
Rhodes and Bryant and Mss. Chadwick and 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.
How often did the Board and its committees
meet in 2022?
During 2022, our Board of Directors, Audit Committee,
Compensation Committee and Nominating Committee
met 7, 4, 7 and 5 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. With the exception of Mr. Calbert, all
persons serving as Board members at the time of the 2022
annual shareholders’ meeting attended the meeting in
person. Mr. Calbert was unable to attend the meeting in
person due to unavoidable circumstances but joined the
meeting via Microsoft Teams.
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. 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.
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” and “Director
Compensation” for more information on these guidelines
and holding requirements. The Compensation Committee
establishes the related administrative details.
2023 Proxy Statement
15
CORPORATE GOVERNANCE
Are any directors or officers involved in
litigation with Dollar General?
On January 20, 2023, a lawsuit entitled Brent Conforti, et
al. v. Jeffrey C. Owen, et al. was filed in the United States
District Court for the Middle District of Tennessee (Case
No. 3:23-CV-00059) (“Conforti”) in which the plaintiff
shareholder, purportedly on behalf and for the benefit of
Dollar General, alleges that each of our directors violated
their fiduciary duties by failing to implement and maintain
a system of controls regarding our workplace safety
practices. The plaintiff also alleges corporate waste and, as
to our former CEO, Mr. Vasos, unjust enrichment. On
February 13, 2023, the plaintiff amended the complaint to
add breach of fiduciary duty allegations against Messrs.
Owen, Vasos, Garratt and Wenkoff and Ms. R. Taylor, as
well as certain other of our officers, including Steve
Sunderland and Anita Elliott, and to expand the unjust
enrichment claim to include all individual director and
officer defendants (the “Individual Defendants”). The
plaintiff seeks both non-monetary and monetary relief for
the benefit of the Company. The Company and the
Individual Defendants intend to seek dismissal of the
Conforti action.
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 the
“Corporate Governance” section of our website located at
https://investor.dollargeneral.com, 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
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.
16
2023 Proxy Statement
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
with its independent compensation consultant, Pearl Meyer, 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
$10 billion for a general understanding of compensation practices in the broader market context, and directional
recommendations for potential changes to the program in order to preserve competitiveness of the program, all as
presented by Pearl Meyer. More information about our peer group and the Pearl Meyer engagement can be found under
“Use of Market Data” and “Use of Outside Advisors,” respectively, in “Compensation Discussion and Analysis.” The
Committee has the authority to delegate any of its responsibilities to one or more subcommittees as the Committee may
deem appropriate to the extent allowed by applicable law and the NYSE.
Management serves in an administrative and support role for the Compensation Committee and Pearl Meyer, conducting
research, compiling data, providing necessary Company-specific information, or otherwise assisting as requested. The
Committee also may seek management’s viewpoint on Pearl Meyer’s analysis and recommendations.
The following table and text summarize the compensation earned by or paid to each person who served as a
non-employee member of our Board of Directors during all or part of 2022. Messrs. Vasos and Owen, whose executive
compensation is discussed under “Executive Compensation” below, were not separately compensated for service on the
Board. We have omitted the columns pertaining to “Non-Equity Incentive Plan Compensation” and “Change in Pension
Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.
Fiscal 2022 Director Compensation
Name
Warren F. Bryant
Michael M. Calbert
Ana M. Chadwick
Fees Earned or
Paid in Cash
($)(1)
95,000
Stock
Awards
($)(2)
142,848
112,500
326,310
47,500
174,063
Patricia D. Fili-Krushel
115,000
142,848
Timothy I. McGuire
95,000
142,848
William C. Rhodes, III
120,000
142,848
Debra A. Sandler
Ralph E. Santana
95,000
142,848
95,000
142,848
Option
Awards
($)(3)
All Other
Compensation
($)(4)
Total
($)
—
—
—
—
—
—
—
—
1,635
239,483
19,079
457,889
774
222,337
1,635
259,483
1,635
239,483
1,635
264,483
1,635
239,483
1,635
239,483
(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 2022.
(2) Represents the grant date fair value of restricted stock units (“RSUs”) awarded to Mr. Calbert on January 31, 2022 ($183,462) for his annual Chairman of
the Board retainer, as well as to each director listed in the table above (including Mr. Calbert) other than Ms. Chadwick on May 24, 2022 ($142,848) and
to Ms. Chadwick on August 23, 2022 ($174,063) for annual awards, 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 February 3, 2023, filed with the SEC on March 24, 2023 (our “2022 Form 10-K”). As of February 3, 2023, 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, Calbert, McGuire, Rhodes and Santana and Mss. Fili-Krushel and
Sandler (734); and Ms. Chadwick (706).
(3) The Board eliminated the use of stock option awards as part of director compensation beginning in fiscal 2015. As of February 3, 2023, none of the
persons listed in the table above had unexercised stock options outstanding (whether or not then exercisable) except for Mr. Calbert who had 8,833
stock options outstanding.
(4) Represents the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs and, for Mr. Calbert, $15,502 which is the
aggregate incremental cost of providing perquisites and personal benefits related to personal travel expenses and to miscellaneous gifts for attendance
at various Dollar General events. Except for Mr. Calbert, perquisites and personal benefits, if any, totaled less than $10,000 per director and therefore are
not included in the table.
2023 Proxy Statement
17
DIRECTOR COMPENSATION
Each non-employee director receives payment (prorated as applicable) for a fiscal year in quarterly installments of the
following cash compensation, as applicable, along with an annual award of RSUs issued pursuant to our 2021 Stock
Incentive Plan, payable in shares of our common stock, having the estimated value listed below:
Fiscal
Year
2022
Board
Retainer
($)
95,000
Audit
Committee
Chairperson
Retainer
($)
Compensation
Committee
Chairperson
Retainer
($)
Nominating
Committee
Chairperson
Retainer
($)
25,000
20,000
17,500
Estimated
Value of
Equity
Award
($)
175,000(1)
(1) For annual equity awards to be granted in fiscal 2023, the estimated value has been increased to $190,000 as a result of the Committee’s review of
market data and the recommendations of the Committee’s compensation consultant in order to preserve competitiveness of the non-employee director
compensation program versus the peer group and to further align non-employee director pay with Dollar General’s performance.
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 non-employee
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.
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.
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 five times and should be acquired
within five 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 February 3, 2023, each of our
non-employee directors 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.
18
2023 Proxy Statement
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 outlined 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
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?
Messrs. Owen and Vasos, as a current and former member
of management, respectively, are not independent
directors under NYSE listing standards. Our Board of
Directors has affirmatively determined that each of our
remaining directors, Messrs. Bryant, Calbert, McGuire,
Rhodes and Santana and
Mss. Chadwick, 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 2022 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.
2023 Proxy Statement
19
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
2022 or are planned for 2023?
There are no transactions that have occurred since the
beginning of 2022, 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.
20
2023 Proxy Statement
EXECUTIVE COMPENSATION
This section provides details of fiscal 2022 compensation for our named executive officers: Jeffery C. Owen, Chief
Executive Officer; Todd J. Vasos, Former Chief Executive Officer and Senior Advisor; John W. Garratt, President and Chief
Financial Officer; Emily C. Taylor, Executive Vice President and Chief Merchandising 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 pay for performance by
effectively balancing short-term and long-term incentives based on achievement of our annual and long-term business
objectives, as well as 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.
2023 Proxy Statement
21
EXECUTIVE COMPENSATION
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 2022
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 2022 adjusted EBIT (as defined and
calculated for purposes of the 2022 Teamshare bonus
program) of $3.905 billion, or 107.0% of the adjusted
EBIT target, which, after applying negative discretion as
allowed by the Teamshare program, resulted in a 2022
Teamshare payout to each named executive officer of
120.0% of his or her target Teamshare bonus percentage
opportunity (see “Use of Performance Evaluations” and
“Short-Term Cash Incentive Plan”).
• Performance Share Units
The portion of the awards granted in March 2022 subject
to 2022 adjusted EBITDA performance was earned at
153.8% of target, based on achieving adjusted EBITDA
of $4.622 billion, or 105.4% of the adjusted EBITDA
target, and the portion of the awards granted in
March 2020 subject to 2020-2022 adjusted ROIC
performance was earned at the maximum of 300.0% of
target based on achieving adjusted ROIC of 25.78%, or
121.4% of the adjusted ROIC three-year 2020-2022
target (which is greater than the maximum achievement
level of 104.7%), in each case as defined and calculated
in the PSU award agreements (see “Long-Term Equity
Incentive Program”).
CEO
(Averaged Owen and Vasos)
STI
14%
Salary
10%
90%
VARIABLE/
AT-RISK
LTI
76%
OTHER NEOs
(Averaged)
STI
18%
78%
VARIABLE/
AT-RISK
Salary
22%
LTI
60%
LTI — Long-Term Equity Incentive
(stock options and performance share units)
STI — Short-Term Cash Incentive
(Teamshare bonus program)
Significant Compensation Actions—CEO Transition
Shareholder Response
Mr. Owen was promoted to CEO, effective November 1,
2022. In connection with his promotion, Mr. Owen’s base
salary increased to $1,125,000, his target-short term
incentive bonus opportunity increased to 150% of his base
salary (prorated for the portion of 2022 that he served as
CEO), and he received an equity award with a grant date
value of approximately $6.0 million delivered in the form of
non-qualified stock options, all effective November 1, 2022.
See “2022 Compensation Generally—Compensation
Decisions Related to Mr. Owen’s Promotion to CEO.”
Additionally, effective November 1, 2022, Mr. Vasos
transitioned from CEO to Senior Advisor through April 1,
2023. In connection with this transition, we and Mr. Vasos
entered into an amendment to his existing employment
agreement, effective November 1, 2022, providing that his
target short-term incentive bonus opportunity for the 2022
Teamshare bonus program would remain 150% and he
would not be eligible to receive a 2023 annual equity
award. See “Employment Agreements—Mr. Vasos’s
Employment Agreement Amendment.”
22
2023 Proxy Statement
The most recent shareholder advisory vote on our named
executive officer compensation was held on May 25, 2022.
Excluding abstentions and broker non-votes, 88.4% of total
votes were cast in support of the program. We view this
outcome as supportive of our compensation policies and
practices. In addition, we engaged with a majority of our
shareholders regarding various ESG matters, including
executive compensation matters, in the fall of 2022 as
discussed in the “Corporate Governance” section of this
proxy statement, and the feedback we received was
substantially positive and supportive of our program.
Accordingly, the Committee determined to not make any
changes to the program’s structure in 2023, believing such
structure continues to serve the Company and its
shareholders well. Nonetheless, because market practices
and our business needs continue to evolve, we will
continue to consistently 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 the 2023 annual
meeting. The timing of the next advisory vote on executive
compensation will depend upon the Board’s decision after
considering the results of the say on pay frequency vote
discussed in Proposal 3 below.
Philosophy and Objectives
We strive to attract, retain, and motivate executives 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.
• We set base salaries to reflect the responsibilities,
experience, performance, and contributions of the
named executive officers, while also considering market
salaries for comparable positions and our desired
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
EXECUTIVE COMPENSATION
“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 assessment, peer group,
incentive plan design, 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 are 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, 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
2023 Proxy Statement
23
EXECUTIVE COMPENSATION
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, qualifications, or experience;
to bring pay within a reasonable range of the peer group;
to reflect 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.
The Committee reserves the right to consider individual
performance and other factors for the purpose of
adjusting Teamshare bonus payments upward or
downward for one or more named executive officers,
although the Committee does not always exercise this
right each year. The Committee exercised negative
discretion with respect to each named executive officer’s
2022 Teamshare payout as discussed below under
“Short-Term Cash Incentive Plan.”
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
24
2023 Proxy Statement
retention, succession, and company and department
performance, are used as part of a subjective assessment
to determine each non-CEO named executive officer’s
equity award value within the Committee’s previously
agreed upon range of values unless the Committee
determines that an individual officer’s circumstances
warrant an equity grant value outside of such range.
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 for base salary
adjustments and target equity award values and ranges,
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. With the exceptions of Messrs.
Owen’s and Garratt’s promotion-related compensation in
2022, the peer group used for 2022 compensation
decisions, which was unchanged from the prior year’s peer
group, consisted of:
Aramark
Best Buy
Genuine Parts
Ross Stores
Target
Yum! Brands
AutoZone
CarMax
Kohl’s
Starbucks
TJX Companies
Bath & Body Works
Dollar Tree
Lowe’s
Sysco
Tractor Supply
The Committee updated our peer group in May 2022 in
order to improve industry and size comparability. This new
peer group, which was used for the 2022 compensation
decisions related to Messrs. Owen and Garratt’s
promotions, consists of:
AutoZone
Dollar Tree
O’Reilly Auto
Sysco
Tractor Supply
Best Buy
Kroger
Ross Stores
Target
Walgreens
CarMax
Lowe’s
Starbucks
TJX Companies
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. Thus, with the exception of
compensation decisions related to Mr. Garratt’s promotion,
the Committee considered peer group data from 2021
aged by 3% for 2022 non-CEO compensation decisions,
which such aging practice and percentage aligns with
market practices.
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 2022 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 2022.
2022 Compensation Generally
The Compensation Committee considered the annual
compensation of each named executive officer in
March 2022.
(a) March 2022 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 2021 performance (see “Use of
Performance Evaluations”), and Mr. Vasos’s experience and
tenure in the CEO role, the Committee determined to
maintain Mr. Vasos’s target short-term incentive
bonus percentage opportunity and his 2022 equity grant
value at his prior year levels (150% of base salary and
$10,625,000, respectively), with his 2022 equity award to
be structured in the same format as the other named
executive officers, but to increase his 2022 base salary by
an amount designed to result in a reasonably
comparable percentage increase as the other named
executive officers (3.70% increase to $1,400,000).
See “Short-Term Cash Incentive Plan” and “Long-Term
Equity Incentive Program” for a description of such
programs.
(b) March 2022 Compensation Decisions for All
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 named
executive officers other than Mr. Vasos, in each case in
comparison to the peer group data (see “Use of Market
EXECUTIVE COMPENSATION
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 such 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 its historical practice, the Committee used an
equity award value range, which it had previously agreed
upon by reference to peer group data, within which each
non-CEO named executive officer’s equity award value
level generally is determined unless an individual officer’s
circumstances warrant an equity grant value outside of
such range. The use of such a range is designed to achieve
better market alignment at the individual position level
while allowing for subjective performance differentiation
and sufficiently incenting and retaining such officers. The
Committee determined, with the exception of Mr. Garratt,
each such non-CEO 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.” Mr. Garratt’s target grant value exceeded the
high end of the equity grant value range for Executive Vice
Presidents in order to more closely align his total target
compensation with the peer group data median. Each such
officer’s March 2022 equity award target value was:
Mr. Owen ($3.0 million), Mr. Garratt ($2.0 million), and each
of Mss. E. Taylor and R. Taylor and Mr. Wenkoff
($1.7 million). See “Long-Term Equity Incentive Program”
for a description of the equity awards.
In addition, the Committee approved base salary merit
increases by reference to the 3.0% overall U.S. merit
budget increase for 2022 and adjusted to take into
account each such officer’s 2021 performance, resulting in
a base salary increase of 3.40% for each of Messrs. Owen
and Garratt and Mss. E. Taylor and R. Taylor, and 2.40% for
Mr. Wenkoff, effective April 1, 2022. After comparing each
such officer’s proposed total target compensation for 2022
against the peer group data, the Committee determined
that, with the exception of Messrs. Owen and Wenkoff and
Ms. E. Taylor, each such officer’s total target compensation
for 2022 remained within a reasonable range of the peer
group median and appropriately accounted for the
responsibilities of the position, the experience and
contributions 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 and to account for the
responsibilities of their positions, contributions and
experience, and relative pay position among their internal
peers, the Committee approved an additional 8.1% base
salary increase for Ms. E. Taylor and an additional 5.6%
base salary increase for Mr. Wenkoff, each effective April 1,
2022. In order to more closely align his total target
2023 Proxy Statement
25
EXECUTIVE COMPENSATION
compensation with the peer group median and to account
for the responsibilities of his position and for his
experience and contributions, the Committee approved an
additional 5.4% base salary increase for Mr. Owen,
believing that this element, along with the other elements
of Mr. Owen’s compensation, reflected competitive pay for
the Chief Operating Officer role and appropriately
incentivized Mr. Owen’s retention for succession planning
purposes. See “Use of Performance Evaluations.”
(c) Compensation Decisions Related to Mr. Owen’s
Promotion to CEO
Effective November 1, 2022, our Board of Directors
promoted Mr. Owen from Chief Operating Officer to CEO.
In determining Mr. Owen’s related compensation, the
Compensation Committee considered the peer group data
with respect to each component of pay, target total cash,
target total direct pay, and pay mix; Mr. Owen’s three-year
compensation history; Mr. Vasos’s current compensation
and his compensation upon initially assuming the CEO role
in June 2015; Mr. Owen’s level of experience and
qualifications and the responsibilities of the CEO position
as such factors pertain to Mr. Owen’s initial compensation
in the CEO role. After taking into account these
considerations, the Committee approved, and the
independent directors of our Board ratified: (i) increasing
Mr. Owen’s base salary to $1,125,000 (21.6% increase in
base salary); (ii) increasing his target short-term incentive
bonus opportunity from 100% to 150% of his base salary
(prorated for the portion of 2022 that he served as CEO);
and (iii) awarding equity with a grant date value of
approximately $6.0 million delivered in the form of
non-qualified stock options, all effective on November 1,
2022. The Committee believes that stock options are
performance-based because they deliver value only to the
extent shareholders receive value. Accordingly, consistent
with the stock option grant that Mr. Vasos received upon
his promotion to CEO in June 2015, the options were
granted with a per share exercise price equal to the fair
market value of one share of our common stock on the
grant date; vest 331∕3% on each of the third, fourth and
fifth anniversaries of the November 1, 2022 grant date,
subject to Mr. Owen’s continued employment with us,
certain limited accelerated vesting provisions, and holding
requirements through the fifth anniversary of the grant
date; and have a ten-year term.
(d) Compensation Decisions Related to Mr. Garratt’s
Promotion to President and Chief Financial
Officer
Effective September 1, 2022, our Board of Directors
promoted Mr. Garratt from Executive Vice President and
Chief Financial Officer to the expanded role of President
and Chief Financial Officer. In determining Mr. Garratt’s
related compensation, the Compensation Committee
considered the peer group data, including both peer group
CFO pay data and peer group CFO data plus a 15%
premium added to account for the additional
26
2023 Proxy Statement
responsibilities of the President role, with respect to each
component of pay, target total cash, target total direct pay
and pay mix; comparisons of each of such elements to the
historical Chief Operating Officer compensation;
Mr. Garratt’s level of experience and qualifications; and his
added responsibilities upon promotion to President and
Chief Financial Officer. After taking into account these
considerations, the Committee: (i) increased Mr. Garratt’s
base salary to $900,000 (9.0% increase in base salary)
effective September 1, 2022; (ii) increased his target
short-term incentive bonus opportunity from 75% to 100%
of his base salary effective September 1, 2022 (prorated
for the portion of 2022 that he served as President and
Chief Financial Officer); and (iii) awarded equity with a
grant date target value of $315,364 delivered in the form
of non-qualified stock options (consistent with the vehicle
the Committee typically uses to deliver other employees’
promotion equity awards) effective November 29, 2022.
The options were granted with a per share exercise price
equal to the fair market value of one share of our common
stock on the grant date; vest 25% annually on each of the
first four anniversaries of the grant date, subject to
Mr. Garratt’s continued employment with us and certain
accelerated vesting provisions; and have a ten-year term.
See “Employment Agreements—Mr. Garratt’s Employment
Agreement Amendment” for a description of the
amendment to Mr. Garratt’s employment agreement,
effective September 1, 2022.
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) 2022 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 appropriately
incentivizes executive and Company performance and
ensures that management is focused on two of our key
operating priorities: driving profitable sales growth and
leveraging and reinforcing our position as a low-cost
operator. Additionally, the Committee determined to
include language in the definition of adjusted EBIT for the
2022 Teamshare program to address potential
uncontrollable volatility in results which may occur due to
an unusual, unplanned item or event meeting a significant
financial threshold. Accordingly, for purposes of the 2022
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 the Dollar General
Corporation 2021 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 unusual
unplanned item or event which individually exceeds
$30 million; (ii) any unbudgeted loss which individually
exceeds $1 million as a result of the resolution of a legal
matter; (iii) 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; and (iv) any
unplanned loss or gain of a non-recurring nature which
individually exceeds $1 million, provided that the
combined amount of (d)(ii), (iii) and (iv) equals or exceeds
loss(es) or gain(s) of $10 million.
The Committee set the 2022 adjusted EBIT performance
goal at approximately $3.648 billion, which was the
adjusted EBIT target amount in our Board-approved 2022
annual financial plan. For 2022, 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 90% and 120%
of the target level, respectively, and the corresponding
payout percentages at the threshold and maximum
performance level were calculated at 50% and 300%,
respectively. The Committee believed that these
performance and payout slopes, which were a return to
the historical structure of the Teamshare program, were
appropriate, in the current environment, to align pay and
performance and remained reasonably consistent with the
practices of the peer group, as 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 were
not anticipated in 2022 to the degree that was expected at
the beginning of 2021. Further, in order to more closely
align with our culture, the Committee allowed for
pro-ration of the 2022 Teamshare payout, to the extent
earned, in the event of death prior to the end of the
performance period. Payouts for financial performance are
EXECUTIVE COMPENSATION
based on actual adjusted EBIT results and are interpolated
on a straight-line basis between 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 “2022 Compensation Generally,” unless the
Committee elects to consider performance or other
factors as allowed under the program as described above
under “Use of Performance Evaluations”.
(b) 2022 Teamshare Results
The Compensation Committee certified the adjusted EBIT
performance result at $3.905 billion (107.0% of the
adjusted EBIT target) which, after applying negative
discretion as allowed by the Teamshare program to better
normalize the impact of the LIFO adjustment on the
adjusted EBIT calculation in the unusually high inflationary
environment, resulted in 2022 Teamshare payouts to each
named executive officer of 120.0% 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.
In order to mitigate the impact of extreme swings of the
LIFO adjustment on the adjusted EBIT calculation in the
future, for the 2023 Teamshare program approved by the
Committee in March 2023, the authorized adjustments to
adjusted EBIT for LIFO will be limited.
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. Equity awards to our
named executive officers in 2022 were made under our
shareholder-approved Dollar General Corporation 2021
Stock Incentive Plan.
(a) 2022 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
peer group practices and market trends.
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. The options vest 25% annually on
2023 Proxy Statement
27
EXECUTIVE COMPENSATION
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 in relation to 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 2022 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 2022 PSU awards, a one-year performance period
corresponding to our 2022 fiscal year was established for
the PSUs which are subject to the adjusted EBITDA
performance measure. The adjusted EBITDA performance
goal of approximately $4.387 billion was the target amount
set forth in our Board-approved 2022 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 2022 fiscal year and extending through the
last day of our 2024 fiscal year. The adjusted ROIC
performance goal of 22.95% 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 2022, 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 90% and 120% of the target
level, respectively, and the corresponding payout
percentages at the threshold and maximum performance
level were calculated at 50% and 300%, respectively. The
Committee believed that these performance and payout
slopes were appropriate for the same reasons discussed
under “2022 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 2022 Teamshare program adjusted EBIT
calculation outlined under “2022 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 2022 Teamshare program
adjusted EBIT calculation outlined under “2022 Teamshare
Structure” above.
As with the 2023 Teamshare definition of adjusted EBIT
discussed above under “2022 Teamshare Results,” the
authorized LIFO adjustments to adjusted EBITDA and
adjusted ROIC for PSUs awarded in 2023 will be limited.
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 2022
adjusted EBITDA performance result and the resulting
number of PSUs earned by each eligible named executive
officer as a result of such performance.
28
2023 Proxy Statement
Level*
Below Threshold
Threshold
Target
Maximum
2022 Results
EXECUTIVE COMPENSATION
Adjusted EBITDA (2022)
Result v.
Target (%)
EBITDA
Result ($)
(in billions)
PSUs Earned
(% of Target)
<90
90
100
120
105.4
<3.948
3.948
4.387
5.264
4.622
0
50
100
300
153.8
*
PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2022 Teamshare
bonus program.
Name
Mr. Owen
Mr. Vasos
Mr. Garratt
Ms. E. Taylor
Ms. R. Taylor
Mr. Wenkoff
Level*
Below Threshold
Threshold
Target
Maximum
2022 PSUs Earned
(Adjusted EBITDA)
5,668
20,072
3,779
3,211
3,211
3,211
Adjusted ROIC (2022-2024)
Result v.
Target (%)
ROIC
Result (%)
PSUs Earned
(% of Target)
<95.6
95.6
100.0
104.4
<21.95
21.95
22.95
23.95
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 2022 Teamshare
bonus program.
The PSUs earned by each named executive officer for
fiscal 2022 adjusted EBITDA performance will vest in equal
one-third installments on April 1, 2023, April 1, 2024, and
April 1, 2025, 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, 2025, 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) 2020 PSU Awards – Completed 2020-2022
Performance Period
Certain of the PSUs awarded in 2020 were subject to an
adjusted ROIC performance measure for a three-year
performance period beginning on the first day of our 2020
fiscal year and extending through the last day of our 2022
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 in
the same manner as adjusted ROIC for the 2022-2024
performance period, but excludes 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 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 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.
2023 Proxy Statement
29
EXECUTIVE COMPENSATION
Level*
Below Threshold
Threshold
Target
Maximum
2020-2022 Results
Adjusted ROIC (2020-2022)
Result v.
Target (%)
ROIC
Result (%)
PSUs Earned
(% of Target)
<95.3
95.3
100.0
104.7
121.4
<20.23
20.23
21.23
22.23
25.78
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 2022 Teamshare
bonus program.
Name
Mr. Owen
Mr. Vasos
Mr. Garratt
Ms. E. Taylor
Ms. R. Taylor
Mr. Wenkoff
2020-2022 PSUs Earned (Adjusted ROIC)
10,446
42,741
7,599
1,185
7,122
7,122
(c) 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.
Officer Level
CEO
COO/President
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 February 3, 2023, each of our named
executive officers, including Mr. Vasos at the 6X CEO
officer level, was in compliance with our share ownership
and holding requirement policy.
(d) Hedging and Pledging Policies
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
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 2022.”
30
2023 Proxy Statement
• We pay the premiums for a life insurance benefit equal
to 2.5 times base salary up to a maximum of $4 million.
• We provide a salary continuation program that provides
income replacement for up to 26 weeks at 100% of base
salary for the first three weeks and 70% of base salary
thereafter. 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, until November 1, 2022, Mr. Vasos was
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
We have an employment agreement with each of our
named executive officers, each of which, with the exception
of Mr. Vasos’s agreement, 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 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.
Mr. Vasos’s Employment Agreement Amendment
On August 23, 2022, we and Mr. Vasos entered into an
amendment to his existing employment agreement,
effective November 1, 2022, to govern the terms of
Mr. Vasos’s employment as Senior Advisor. This
amendment, among other things, provides that (i) the
bonus target, as a percentage of base salary, to be paid to
Mr. Vasos if the Company achieved the previously-
established target level of adjusted EBIT performance for
purposes of the 2022 Teamshare program, would remain
150%; and (ii) Mr. Vasos would not be eligible to receive an
annual equity award in 2023. Mr. Vasos retired as our
Senior Advisor on April 2, 2023, and will receive payments
in accordance with applicable plans and agreements. See
“Potential Payments Upon Termination or Change in
Control—Payments Upon Termination Due to Retirement.”
EXECUTIVE COMPENSATION
Mr. Garratt’s Employment Agreement Amendment
On August 24, 2022, we and Mr. Garratt entered into an
amendment to his existing employment agreement,
effective September 1, 2022, which reflected, among other
things, his minimum base salary upon promotion to
President and Chief Financial Officer. As previously
announced, Mr. Garratt plans to retire from Dollar General
effective June 2, 2023, and he will receive payments in
accordance with applicable plans and agreements. See
“Potential Payments Upon Termination or Change in
Control—Payments Upon Voluntary Termination—
Voluntary Termination without Good Reason.”
Consulting Agreement
Additionally, in March 2023, we entered into a consulting
agreement with Mr. Vasos (the “Consulting Agreement”),
pursuant to which he will provide such consulting services
as may be reasonably requested by our Board or Mr. Owen
for a term beginning on April 2, 2023 and terminating at
11:59 p.m. Central Time on April 2, 2025, unless earlier
terminated pursuant to the terms of the Consulting
Agreement. The Consulting Agreement also extends the
“Restricted Period” for purposes of the business protection
provisions (Sections 16 through 20) of his amended
employment agreement, which provide for various
non-disclosure, non-competition, non-solicitation and
non-interference obligations, from two years to
three years.
The Consulting Agreement is intended to satisfy certain
requirements contemplated by the early retirement
provisions of the agreements governing certain stock
option and PSU awards granted to Mr. Vasos in 2020 and
2021 (the “Equity Award Agreements”). The continued
equity vesting pursuant to the terms of such early
retirement provisions in the Equity Award Agreements
constitutes consideration for the consulting services to be
provided under the Consulting Agreement, and therefore
Mr. Vasos will receive no additional compensation for the
consulting services. Mr. Vasos is entitled to reimbursement
for reasonable, documented expenses incurred in
providing such consulting services. Mr. Vasos’s service on
our Board of Directors is separate from and not subject to
the Consulting Agreement, and therefore his fees and
expense reimbursement for such Board service shall be
determined under our normal processes and procedures
for determining non-employee director compensation.
If Mr. Vasos terminates the Consulting Agreement prior to
the end of the minimum consulting periods required by the
applicable early retirement provisions in the Equity Award
Agreements, it shall result in noncompliance with the
consulting requirements in the applicable early retirement
provisions, and any unvested portion of the equity awards
under the Equity Award Agreements shall immediately and
automatically terminate and be forfeited and any vested
portion of the equity awards that vested following
Mr. Vasos’s retirement date shall be subject to clawback as
provided in the applicable Equity Award Agreements.
2023 Proxy Statement
31
EXECUTIVE COMPENSATION
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.
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
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
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.
32
2023 Proxy Statement
Summary Compensation Table
The following table summarizes compensation paid to or earned by our named executive officers in each of the 2022,
2021 and 2020 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.
EXECUTIVE COMPENSATION
Name and Principal Position(1)
Jeffery C. Owen,
Chief Executive Officer
Todd J. Vasos,
Former Chief Executive Officer &
Senior Advisor
John W. Garratt,
President &
Chief Financial Officer
Emily C. Taylor,
Executive Vice President &
Chief Merchandising Officer
Rhonda M. Taylor,
Executive Vice President &
General Counsel
Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer
Salary
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)(5)
All Other
Compensation
($)(6)
Total
($)
Year
2022
2021
2020
962,310 1,579,023 8,050,200
845,241 1,072,461 1,084,805
823,405 1,076,301 1,110,990
2022 1,391,720 5,592,354 5,924,983
2021 1,350,052 5,179,592 5,239,005
2020 1,341,718 4,403,178 4,544,937
2022
2021
2020
852,150 1,052,610 1,438,947
794,061
767,284
828,781
782,849
838,227
807,990
1,344,299
1,904,528
2,484,144
2,520,000
4,544,529
6,075,000
884,766
1,344,028
1,736,125
96,852
68,659
64,017
192,349
305,695
87,990
74,963
67,261
63,620
12,032,684
4,975,694
5,558,857
15,621,406
16,618,873
16,452,823
4,303,436
3,872,358
4,157,868
2022
680,214
894,708
947,988
622,837
172,923
3,318,670
2022
2021
2020
2022
2021
2020
647,514
626,130
605,015
666,692
608,273
521,559
894,708
780,007
733,863
894,708
780,007
733,863
947,988
788,937
757,484
947,988
788,937
757,484
585,953
1,059,788
1,368,961
607,500
1,051,974
1,180,125
173,228
182,113
122,695
60,679
52,169
45,394
3,249,391
3,436,975
3,588,018
3,177,567
3,281,360
3,238,425
(1) Mr. Owen served as Chief Operating Officer from August 2019 until his promotion to Chief Executive Officer in November 2022. Mr. Vasos served as
Chief Executive Officer from June 2015 until November 2022 and then as Senior Advisor until his retirement in April 2023. Mr. Garratt served as
Executive Vice President & Chief Financial Officer from December 2015 until his promotion to President & Chief Financial Officer in September 2022.
Ms. E. Taylor joined Dollar General in 1998 but was not a named executive officer for 2020 or 2021.
(2) Each named executive officer other than Ms. E. Taylor deferred under the CDP, and each named executive officer 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 2022 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
2022
2021
2020
Mr. Owen
($)
4,737,068
3,217,382
3,228,904
Mr. Vasos
($)
16,777,061
15,538,775
13,209,533
Mr. Garratt
($)
3,157,831
2,486,343
2,348,547
Ms. E. Taylor
($)
2,684,124
—
—
Ms. R. Taylor
($)
Mr. Wenkoff
($)
2,684,124
2,340,020
2,201,589
2,684,124
2,340,020
2,201,589
Information regarding the assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in
our 2022 Form 10-K.
(4) The amounts reported represent the aggregate grant date fair value of stock options awarded in each fiscal year for which compensation is required to
be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. Information regarding
assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2022 Form 10-K.
(5) Represents amounts earned pursuant to our Teamshare bonus program for each fiscal year reported. See the discussion of the “Short-Term Cash
Incentive Plan” in “Compensation Discussion and Analysis” above. Ms. E. Taylor and Mr. Wenkoff deferred under the CDP 20% and 12%, respectively, of
her or his fiscal 2022 Teamshare bonus payment reported above. Messrs. Vasos and Wenkoff deferred under the CDP 10% and 11%, respectively, of his
fiscal 2021 Teamshare bonus payment reported above. Messrs. Vasos, Garratt and Wenkoff and Ms. R. Taylor deferred under the CDP 10%, 5%, 10% and
50%, respectively, of his or her fiscal 2020 Teamshare bonus payment reported above.
2023 Proxy Statement
33
EXECUTIVE COMPENSATION
(6)
Includes the following amounts for each named executive officer:
Name
Mr. Owen
Mr. Vasos
Mr. Garratt
Ms. E. Taylor
Ms. R. Taylor
Mr. Wenkoff
Company Match
Contributions –
401(k)
($)
Company Match
Contributions –
CDP
($)
Company
Contributions –
SERP
($)
Premiums
for
Life Insurance
Program
($)
Aggregate Incremental
Cost of Providing
Perquisites/Personal
Benefits(a)
($)
16,344
15,448
15,652
15,546
15,310
15,407
31,714
54,128
26,935
—
17,037
17,876
—
—
—
128,955
127,914
—
2,057
2,971
1,819
1,452
1,382
1,423
46,737
119,802
30,557
26,970
11,585
25,973
(a) 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 prior to its amendment effective November 1, 2022, totaled $97,279
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 meal and catering costs, as well as charter costs when charter usage was necessary because our plane was unavailable. In addition to the
aggregate incremental cost of providing the personal plane usage to Mr. Vasos detailed above, the aggregate incremental cost of providing
perquisites and benefits related to: (1) for each named executive officer other than Ms. R. Taylor, financial and estate planning services; (2) for
each named executive officer other than Mr. Vasos and Ms. E. Taylor, one or more directed charitable donations; (3) for Mr. Garratt, an
executive physical medical examination; (4) for each named executive officer other than Ms. R. Taylor and Mr. Wenkoff, personal travel costs;
(5) for Ms. R. Taylor, an individual disability insurance policy to supplement the Company-paid group long-term disability plan, at a premium
paid for by her and for which Dollar General incurs no incremental cost; and (6) for each of the named executive officers, limited
miscellaneous gifts and entertainment costs, as well as 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. We also offer each named
executive officer certain perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access, at his or her
option, 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.
34
2023 Proxy Statement
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards in Fiscal 2022
The table below shows each named executive officer’s 2022 Teamshare bonus opportunity under “Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards.” Actual amounts earned under the 2022 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 2022, all
of which were granted pursuant to our 2021 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 “2022 Compensation Generally” and
“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.
Grant
Date
Date of
Committee
Action
Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards
Estimated Future Payouts
Under Equity Incentive Plan
Awards
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
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)
Name
Mr. Owen
—
—
560,125
1,120,249
3,360,748
03/15/22
03/15/22
03/15/22
03/15/22
11/01/22
08/23/22
—
—
—
—
—
—
—
—
—
Mr. Vasos
—
— 1,050,000
2,100,000
6,300,000
03/15/22
03/15/22
03/15/22
03/15/22
—
—
—
—
—
—
Mr. Garratt
—
—
368,653
737,305
2,211,916
03/15/22
03/15/22
03/15/22
03/15/22
11/29/22
11/29/22
—
—
—
—
—
—
—
—
—
Ms. E. Taylor
—
—
259,515
519,031
1,557,092
03/15/22
03/15/22
03/15/22
03/15/22
—
—
—
—
—
—
Ms. R. Taylor
—
—
244,147
488,294
1,464,883
03/15/22
03/15/22
03/15/22
03/15/22
—
—
—
—
—
—
Mr. Wenkoff
—
—
253,125
506,250
1,518,750
03/15/22
03/15/22
03/15/22
03/15/22
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
35,187
214.25
1,672,945
3,685
7,370
22,110
—
—
1,579,023
—
—
—
—
—
—
—
—
—
13,051
26,102
78,306
—
—
—
—
—
—
77,328
254.14
6,377,256
—
—
—
124,620
214.25
5,924,983
—
—
—
—
5,592,354
—
23,458
214.25
1,115,297
2,457
4,913
14,739
—
—
1,052,610
4,696
252.85
323,651
—
—
—
—
—
—
—
—
—
2,088
4,176
12,528
—
—
—
—
—
—
2,088
4,176
12,528
—
—
—
—
—
—
—
—
19,939
214.25
—
—
—
—
19,939
214.25
—
—
—
—
19,939
214.25
—
947,988
894,708
—
947,988
894,708
—
947,988
894,708
2,088
4,176
12,528
—
—
(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.
2023 Proxy Statement
35
EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2022 Fiscal Year-End
The table below sets forth information regarding awards granted under our Amended and Restated 2007 Stock Incentive
Plan (for awards granted prior to May 26, 2021) and under our 2021 Stock Incentive Plan (for awards granted on or after
May 26, 2021) and held by our named executive officers as of the end of fiscal 2022. 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
Name
Mr. Owen
Mr. Vasos
Mr. Garratt
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
35,703(2)
32,890(3)
37,686(3)
29,475(3)
18,658(3)
7,224(2)
03/17/2020
16,344(3)
03/16/2021
6,366(3)
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)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
13,929(5)
3,177,066
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,622(6)
826,142
8,310(7)
5,668(8)
1,292,814
11,055(9)
1,895,428
2,521,535
Option
Exercise
Price
($)
Option
Expiration
Date
73.73
08/25/2025
84.67
03/16/2026
70.68
03/22/2027
92.98
03/21/2028
117.13
03/20/2029
138.75
08/27/2029
154.53
03/17/2030
193.55
03/16/2031
214.25
03/15/2032
254.14
11/01/2032
—
—
—
—
—
—
—
—
—
—
6,219(3)
2,408(2)
16,344(3)
19,098(3)
35,187(3)
77,328(4)
—
—
—
32,099(3)
66,860(3)
92,232(3)
117.13
03/20/2029
154.53
03/17/2030
193.55
03/16/2031
124,620(3)
214.25
03/15/2032
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
56,988(5) 12,998,393
17,492(6)
3,989,750
20,072(8)
4,578,222
—
—
—
—
—
—
—
—
—
—
40,140(7)
39,153(9)
9,155,533
8,930,408
—
—
—
—
—
—
—
—
—
—
—
—
5,416(3)
5,943(3)
4,919(3)
—
—
—
—
—
5,416(3)
117.13
03/20/2029
11,886(3)
14,757(3)
23,458(3)
154.53
03/17/2030
193.55
03/16/2031
214.25
03/15/2032
4,696(2)
252.85
11/29/2032
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,132(5)
2,311,008
2,798(6)
3,779(8)
638,196
861,952
—
—
—
—
—
—
—
—
—
—
—
—
6,423(7)
7,368(9)
1,465,022
1,680,567
Grant Date
08/25/2015
03/16/2016
03/22/2017
03/21/2018
03/20/2019
08/27/2019
03/15/2022
11/01/2022
03/17/2020
03/16/2021
03/15/2022
03/20/2019
03/17/2020
03/16/2021
03/15/2022
03/17/2020
03/16/2021
03/15/2022
03/20/2019
03/17/2020
03/16/2021
03/15/2022
11/29/2022
03/17/2020
03/16/2021
03/15/2022
36
2023 Proxy Statement
Option Awards
Stock Awards
EXECUTIVE COMPENSATION
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(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
($)(1)
—
—
1,404(3)
3,714(3)
1,828(2)
11,283(3)
19,939(3)
—
—
—
—
Option
Exercise
Price
($)
Option
Expiration
Date
70.68
03/22/2027
92.98
03/21/2028
117.13
03/20/2029
154.53
03/17/2030
219.84
12/01/2030
193.55
03/16/2031
214.25
03/15/2032
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,581(5)
2,140(6)
3,211(8)
360,610
488,113
732,397
263(10)
59,988
—
—
—
—
—
5,617(3)
117.13
03/20/2029
11,142(3)
13,887(3)
19,939(3)
154.53
03/17/2030
193.55
03/16/2031
214.25
03/15/2032
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9,497(5)
2,166,171
2,634(6)
3,211(8)
600,789
732,397
76.89
08/29/2027
92.98
03/21/2028
5,216(3)
117.13
03/20/2029
11,142(3)
13,887(3)
19,939(3)
154.53
03/17/2030
193.55
03/16/2031
214.25
03/15/2032
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9,497(5)
2,166,171
2,634(6)
3,211(8)
600,789
732,397
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,911(7)
6,264(9)
1,120,150
1,428,756
—
—
—
—
—
—
—
—
—
—
—
—
6,045(7)
6,264(9)
1,378,804
1,428,756
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,045(7)
6,264(9)
1,378,804
1,428,756
Name
Grant Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Ms. E. Taylor
03/22/2017
03/21/2018
03/20/2019
03/17/2020
12/01/2020
03/16/2021
03/15/2022
03/17/2020
03/16/2021
03/15/2022
03/17/2020
Ms. R. Taylor
03/20/2019
4,508(3)
6,583(3)
4,213(3)
3,715(3)
1,831(2)
3,764(3)
—
—
—
—
—
—
Mr. Wenkoff
03/17/2020
11,145(3)
03/16/2021
4,632(3)
03/15/2022
03/17/2020
03/16/2021
03/15/2022
08/29/2017
03/21/2018
03/20/2019
03/17/2020
03/16/2021
03/15/2022
03/17/2020
03/16/2021
03/15/2022
—
—
—
—
6,412(2)
25,545(3)
15,649(3)
11,145(3)
4,632(3)
—
—
—
—
(1) Computed by multiplying the number of units by the closing market price of one share of our common stock on February 3, 2023, 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 grant date.
(3) 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.
(4) Part of a time-based options grant with a vesting schedule of 33 1/3% per year on each of the third, fourth, and fifth anniversaries of the grant date.
(5) Part of a PSU grant, 25% of which were earned as a result of our fiscal 2020 adjusted EBITDA performance and 75% of which were earned as a result of
our 2020-2022 adjusted ROIC performance, and in each case are scheduled to vest on April 1, 2023.
(6) Part of a PSU grant that was earned as a result of our fiscal 2021 adjusted EBITDA performance and is scheduled to vest 50% per year on each of
April 1, 2023, and April 1, 2024.
(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 PSU grant that was earned as a result of our fiscal 2022 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.
(9) Part of a PSU grant that is scheduled to vest on April 1, 2025, if the adjusted ROIC performance goal is achieved for fiscal years 2022-2024. 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.
(10) Part of a time-based restricted stock unit grant with a vesting schedule of 33 1/3% per year on each of the first three anniversaries of the April 1
following the grant date.
2023 Proxy Statement
37
EXECUTIVE COMPENSATION
Option Exercises and Stock Vested During Fiscal 2022
Name
Mr. Owen
Mr. Vasos
Mr. Garratt
Ms. E. Taylor
Ms. R. Taylor
Mr. Wenkoff
Option Awards
Stock Awards
Number of
Shares
Acquired on
Exercise
(#)(1)
Value Realized
on Exercise
($)(2)
Number of
Shares
Acquired on
Vesting
(#)(3)
Value Realized
on Vesting
($)(4)
—
—
169,006
16,952,118
6,877
10,016
44,363
10,000
998,320
1,357,467
6,250,227
1,636,011
16,573
81,216
13,758
3,249
13,881
13,151
3,750,470
18,379,181
3,113,435
735,249
3,141,270
2,976,071
(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, 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 2022
We have omitted the Pension Benefits table because it is inapplicable.
Nonqualified Deferred Compensation Fiscal 2022
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. Owen
Mr. Vasos
Mr. Garratt
Ms. E. Taylor
Ms. R. Taylor
Mr. Wenkoff
Executive
Contributions
in Last FY
($)(1)
Registrant
Contributions
in Last FY
($)(2)
Aggregate
Earnings
in Last FY
($)(3)
48,116
524,039
42,607
209,022
32,376
189,616
31,714
54,128
26,935
128,955
144,950
17,876
Aggregate
Balance at
Last FYE
($)(4)
539,698
3,234,414
686,006
2,102,600
(18,820)
(36,134)
(11,042)
(85,944)
(155,597)
2,263,872
(32,775)
680,578
(1) Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2022: Mr. Owen ($48,116); Mr. Vasos ($69,586);
Mr. Garratt ($42,607); Ms. E. Taylor ($0); Ms. R. Taylor ($32,376); and Mr. Wenkoff ($73,899).
(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 2022 in a Summary Compensation Table: Mr. Owen
($345,136); Mr. Vasos ($2,579,137); Mr. Garratt ($495,195); Ms. E. Taylor ($0); Ms. R. Taylor ($1,559,559); and Mr. Wenkoff ($360,147).
38
2023 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 2022
contribution percentage was 7.5% for each of Mss. E.
Taylor and R. Taylor, each of whom is 100% vested in her
SERP account. No other named executive officer was
eligible to participate in the SERP in 2022.
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 six months of a
calendar year or is payable in the following August if
employment ceases during the last six 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 five 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. 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
EXECUTIVE COMPENSATION
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 2022, 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 2022” above. The discussion of equity
awards in each scenario includes nonqualified stock
options outstanding as of the end of fiscal 2022, RSUs
outstanding as of the end of fiscal 2022 awarded to Ms. E.
Taylor in 2020 prior to her promotion to Executive Vice
President, and PSUs awarded in 2020 (“2020 PSUs”), 2021
(“2021 PSUs”) and 2022 (“2022 PSUs” and, collectively
with the 2020 PSUs and the 2021 PSUs, the “PSUs”). In all
scenarios discussed below, stock options may not be
exercised any later than the 10th anniversary of the grant
date. Stock options awarded on or prior to May 25, 2021,
the RSUs awarded to Ms. E. Taylor, and the 2020 PSUs and
the 2021 PSUs were awarded under our Amended and
Restated 2007 Stock Incentive Plan. Stock options
awarded after May 25, 2021, and the 2022 PSUs were
awarded under our 2021 Stock Incentive Plan.
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 first
anniversary of the event.
• Restricted Stock Units. Ms. E. Taylor’s outstanding
unvested RSUs become immediately and fully vested
and nonforfeitable upon the date of death or disability
and will be paid within 90 days following the date of
death or disability.
• 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,
2023 Proxy Statement
39
EXECUTIVE COMPENSATION
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 2020
PSUs, the 2021 PSUs and the 2022 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 2022 PSUs, if the
termination occurs before the end of the one-year
performance period, a pro-rata portion (based
on months employed during the performance period) of
one-third of the 2022 PSUs subject to the one-year
Adjusted EBITDA performance goal (the “2022 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 2020 PSUs, the 2021 PSUs and
the 2022 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 2020 PSUs, the
2021 PSUs and the 2022 PSUs, in each case subject to
the three-year Adjusted ROIC performance goal, and
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 prior to the date on which
the Teamshare bonus payment is paid to all eligible
employees for a given fiscal year, payment (prorated when
applicable based on the number of days employed during
the performance period) 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 through the end of the
performance period and 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
40
2023 Proxy Statement
be eligible to receive payment of up to $50,000 under our
group accidental death and dismemberment program. In
addition, as long as Mr. Vasos remains employed with us
through April 1, 2023, Dollar General has waived for
Mr. Vasos the condition that a participant generally remain
employed through the 2022 Teamshare payment date to
receive any payment earned under the terms of our
Teamshare 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 discussed
below under “Payments Upon Voluntary Termination”)
under our plans or agreements for named executive
officers. In addition, as long as Mr. Vasos remains employed
with us through April 1, 2023, Dollar General has waived
for Mr. Vasos the condition that a participant generally
remain employed through the 2022 Teamshare payment
date to receive any payment earned under the terms of
our Teamshare program.
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 (1) incurs a disability (as defined in the
governing agreement), such portion shall instead
become immediately vested and exercisable upon such
disability, but only for stock options awarded to
Mr. Vasos prior to 2022 and to all other named executive
officers prior to 2021, or (2) dies, such portion shall
instead become immediately vested and exercisable
upon such death. 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 fifth anniversary of the
Normal Retirement date.
• Restricted Stock Units. The one-third of Ms. E. Taylor’s
outstanding RSUs that would have become vested and
nonforfeitable on the next vesting date if she had
remained employed through such date will become
vested and nonforfeitable upon such Normal Retirement
date (provided that if the Normal Retirement occurs on a
vesting date no accelerated vesting will occur, but rather
she shall be entitled only to the portion of the RSUs that
were scheduled to vest on such vesting date) and will be
paid six months and one day following the Normal
Retirement date or, if she dies prior to such payment,
such RSUs will be paid upon the earlier of (1) 90 days
following the date of death or (2) six months and
one day following 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 2020 PSUs subject to the Adjusted EBITDA goal (the
“2020 Adjusted EBITDA PSUs”), the one-third of the
2021 PSUs subject to the Adjusted EBITDA goal (the
“2021 Adjusted EBITDA PSUs”), and the one-third of the
2022 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), his 2020 Options, 2021 Options, 2020
PSUs and 2021 PSUs will be treated as set forth below,
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
EXECUTIVE COMPENSATION
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”). As discussed in
“Compensation Discussion and Analysis,” Mr. Vasos retired
on April 2, 2023 and entered into the Consulting
Agreement to provide the transition services and to extend
the “restricted period” of the Business Protection
Provisions, in each case as outlined in (2) and (3) above.
• 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 and
exercisable at any time before the fifth 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
2023 Proxy Statement
41
EXECUTIVE COMPENSATION
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
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 or
under the circumstances described in (2) below, 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. However, in such
circumstance and solely with respect to the special stock
option award granted to Mr. Owen in November 2022,
42
2023 Proxy Statement
Mr. Owen will be required to hold any net shares acquired
upon exercise for a period of time ending on the fifth
anniversary of the grant date. 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 Messrs. Owen
and 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) except for Mr.
Vasos, within 60 days (90 days in the case of Mr. Owen) of
our failure to offer to renew, extend or replace his or her
employment agreement before, at or within six months
(one year in the case of Mr. Owen) 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, as applicable, 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:
• 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 Messrs. Owen and
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.
• Messrs. Owen and 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
EXECUTIVE COMPENSATION
secret under applicable law and (b) confidential
information for a period of two years following the
termination date (the “Restricted Period”).
• For the Restricted Period, such officer may not accept or
work in a “competitive position” in a state (or, with
respect to Messrs. Owen, Vasos and Garratt, a country)
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 the Restricted Period, such officer may not recruit or
induce any of our exempt 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.
Subsequent to the end of 2022, Mr. Vasos agreed to
extend the Restricted Period to three years following his
termination date.
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.
However, in such circumstance and solely with respect to
the special stock option award granted to Mr. Owen in
November 2022, Mr. Owen will be required to hold any net
shares acquired upon exercise for a period of time ending
on the fifth anniversary of the grant date. In addition, as
long as Mr. Vasos remains employed with us through
April 1, 2023, Dollar General has waived for Mr. Vasos the
condition that a participant generally remain employed
through the 2022 Teamshare payment date to receive any
payment earned under the terms of our Teamshare
program.
2023 Proxy Statement
43
EXECUTIVE COMPENSATION
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. However, in
such circumstance and solely with respect to the special
stock option award granted to Mr. Owen in
November 2022, Mr. Owen will be required to hold any
net shares acquired upon exercise for a period of time
ending on the fifth anniversary of the grant 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.
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 Equity Awards. 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
44
2023 Proxy Statement
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 to 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 or Ms. E.
Taylor’s RSUs, will have no effect upon any such PSUs,
such RSUs 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 and the 2022
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; (2) all of Ms. E. Taylor’s
outstanding RSUs will become vested and nonforfeitable
and will be paid six months and one day following the
qualifying termination date or, if she dies prior to such
payment, such RSUs will be paid upon the earlier of
(i) 90 days following the date of death or (ii) six months
and one day following the qualifying termination date;
and (3) all of his or her previously earned, or deemed
earned, but unvested PSUs that have not been
previously 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: (1) 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; and (2) 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 but 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
EXECUTIVE COMPENSATION
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, February 3, 2023. For stock valuations, we
have used the closing price of our stock on the NYSE on
February 3, 2023 ($228.09). The table below reports only
amounts that are increased, accelerated or otherwise paid
or owed as a result of the applicable scenario and, as a
result, exclude earned but unpaid base salary through the
employment termination date and equity awards and
CDP/SERP Plan benefits that had vested prior to the
event. For more information regarding the CDP/SERP Plan
benefits, see “Nonqualified Deferred Compensation Fiscal
2022” above. The table also excludes any amounts that are
available generally to all salaried employees and do not
discriminate in favor of our executive officers. The amounts
shown are merely estimates. We cannot determine actual
amounts to be paid until a termination or change in control
scenario occurs.
2023 Proxy Statement
45
EXECUTIVE COMPENSATION
Potential Payments to Named Executive Officers Upon Occurrence of Various
Termination Events or Change in Control as of February 3, 2023
Name/Item
Mr. Owen
Equity Vesting Due to Event(3)
Cash Severance
Health Payment
Outplacement(4)
Life Insurance Proceeds
Total
Mr. Vasos
Equity Vesting Due to Event(3)
Cash Severance
Health Payment
Outplacement(4)
Life Insurance Proceeds
Total
Mr. Garratt
Equity Vesting Due to Event(3)
Cash Severance
Health Payment
Outplacement(4)
Life Insurance Proceeds
Total
Ms. E. Taylor
Equity Vesting Due to Event(3)
Cash Severance
Health Payment
Outplacement(4)
Life Insurance Proceeds
Total
Ms. R. Taylor
Equity Vesting Due to Event(3)
Cash Severance
Health Payment
Outplacement(4)
Life Insurance Proceeds
Total
Mr. Wenkoff
Equity Vesting Due to Event(3)
Cash Severance
Health Payment
Outplacement(4)
Life Insurance Proceeds
Total
Death
($)(1)
Disability
($)(1)
Retirement
($)(2)
10,654,241 10,654,241
n/a
n/a
n/a
n/a
14,811,540 10,654,241
1,344,299
n/a
n/a
2,813,000
n/a
n/a
n/a
n/a
n/a
n/a
44,037,218 44,037,218 29,433,162
n/a
n/a
n/a
n/a
50,057,218 44,037,218 29,433,162
2,520,000
n/a
n/a
3,500,000
n/a
n/a
n/a
n/a
7,657,685 7,657,685
n/a
n/a
n/a
n/a
10,792,451 7,657,685
884,766
n/a
n/a
2,250,000
3,973,868 3,973,868
622,837
n/a
n/a
n/a
n/a
n/a
n/a
1,731,000
6,327,705 3,973,868
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
7,093,292 7,093,292 2,169,040
n/a
585,953
n/a
n/a
n/a
n/a
1,628,000
n/a
9,307,245 7,093,292 2,169,040
n/a
n/a
n/a
n/a
7,048,797 7,048,797
n/a
607,500
n/a
n/a
n/a
n/a
n/a
1,688,000
9,344,297 7,048,797
n/a
n/a
n/a
n/a
n/a
n/a
Involuntary
Without
Cause or
Voluntary
With Good
Reason
($)
Voluntary
Without Good
Reason
($)
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
n/a
n/a
n/a
n/a
n/a
n/a
n/a
6,969,299
27,164
8,500
n/a
7,004,963
n/a
9,520,000
25,508
8,500
n/a
9,554,008
n/a
6,519,791
17,428
8,500
n/a
6,545,718
n/a
4,105,989
27,164
8,500
n/a
4,141,653
n/a
3,862,837
26,144
8,500
n/a
3,897,480
n/a
4,004,882
27,164
8,500
n/a
4,040,546
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
7,663,068
6,969,299
27,164
8,500
n/a
14,668,031
31,484,284
9,520,000
25,508
8,500
n/a
41,038,292
5,477,601
6,519,791
17,428
8,500
n/a
12,023,319
2,978,255
4,105,989
27,164
8,500
n/a
7,119,908
5,079,942
3,862,837
26,144
8,500
n/a
8,977,422
5,035,447
4,004,882
27,164
8,500
n/a
9,075,993
(1)
In addition to the amounts reported above, 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 & dismemberment program.
(2) Mr. Vasos meets the early retirement requirements with respect to his 2020 and 2021 equity awards and the normal retirement requirements with
respect to his 2022 equity awards, and Ms. R. Taylor meets the normal retirement requirements with respect to her 2021 and 2022 equity awards. None
of the remaining named executive officers were eligible for retirement on February 3, 2023.
(3)
(4)
For the portion of the 2021 PSUs and 2022 PSUs that are subject to performance for periods ending after February 3, 2023, 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 February 3, 2023.
Estimated based on information provided by our outplacement services provider.
46
2023 Proxy Statement
EXECUTIVE COMPENSATION
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of
Regulation S-K, we are providing the following information about the relationship between executive compensation
actually paid and certain of our financial performance. For further information concerning our variable pay-for-
performance philosophy and how we align executive compensation with our performance, refer to “Compensation
Discussion and Analysis.”
Value of Initial Fixed $100
Investment Based on:
Summary
Compensation
Table Total for
CEO
Jeffery C.
Owen
($)
Year
Summary
Compensation
Table Total for
CEO
Todd J. Vasos
($)
Compensation
Actually Paid
to CEO
Jeffery C.
Owen(1)
($)
Compensation
Actually
Paid to CEO
Todd J.
Vasos(1)
($)
Average
Summary
Compensation
Table Total for
Non-CEO
Named
Executive
Officers(2)
($)
Average
Compensation
Actually Paid
to Non-CEO
Named
Executive
Officers(1)(2)
($)
Total
Shareholder
Return(3)
($)
Peer Group
Total
Shareholder
Return(4)
($)
Net
Income(5)
($)
Adjusted
EBIT(6)
($)
2022
12,032,684
15,621,406
15,272,360
34,630,029
3,512,266
6,376,349
152.34
125.62
2,415,989,000
3,904,995,000
2021
2020
—
—
16,618,873
16,452,823
—
—
30,774,890
3,891,597
6,426,452
135.23
153.61
2,399,232,000
3,467,561,000
51,714,395
3,991,825
8,861,693
127.80
141.39
2,655,050,000
3,630,107,000
(1) Compensation Actually Paid includes amounts represented by the aggregate fair value of each equity award, computed in accordance with FASB ASC
Topic 718. The equity award valuations used in these calculations are consistent with, and do not materially differ from, the Company’s practice of
equity award valuation at grant date. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to Messrs. Owen or
Vasos or the actual average amount of compensation earned by or paid to our other named executive officers as a group during the applicable year. To
calculate Compensation Actually Paid, the following amounts were deducted from and added to Summary Compensation Table total compensation:
CEO (Owen) Summary Compensation Table Total to Compensation Actually Paid:
Stock and
Option
Awards
($)
Non-Equity
Incentive
Compensation
($)
Other
Compensation(i)
($)
Summary
Compensation
Table Total
($)
Salary
($)
Deductions
from Summary
Compensation
Table Total(ii)
($)
Additions to
Summary
Compensation
Table Total(iii)
($)
Compensation
Actually
Paid
($)
962,310
9,629,223
1,344,299
96,852
12,032,684
9,629,223
12,868,899
15,272,360
Year
2022
Former CEO (Vasos) Summary Compensation Table Total to Compensation Actually Paid:
Stock and
Option
Awards
($)
Non-Equity
Incentive
Compensation
($)
Other
Compensation(i)
($)
Summary
Compensation
Table Total
($)
Salary
($)
Deductions
from Summary
Compensation
Table Total(ii)
($)
Additions to
Summary
Compensation
Table Total(iii)
($)
Compensation
Actually
Paid
($)
1,391,720
11,517,337
2,520,000
192,349
15,621,406
11,517,337
30,525,960
34,630,029
1,350,052
10,418,597
4,544,529
305,695
16,618,873
10,418,597
24,574,614
30,774,890
1,341,718
8,948,115
6,075,000
87,990
16,452,823
8,948,115
44,209,687
51,714,395
Year
2022
2021
2020
Average Non-CEO Named Executive Officers’ Summary Compensation Table Total to Compensation Actually Paid(iv):
Stock and
Option
Awards
($)
Non-Equity
Incentive
Compensation
($)
Other
Compensation(i)
($)
Summary
Compensation
Table Total
($)
Salary
($)
Deductions
from Summary
Compensation
Table Total(ii)
($)
Additions to
Summary
Compensation
Table Total(iii)
($)
Compensation
Actually
Paid
($)
711,643
2,004,911
675,264
120,448
3,512,266
2,004,911
4,868,994
6,376,349
718,426
1,740,541
1,340,080
92,551
3,891,597
1,740,541
4,275,396
6,426,452
634,595
1,620,602
1,353,871
382,757
3,991,825
1,620,602
6,490,470
8,861,693
Year
2022
2021
2020
(i)
Reflects “All Other Compensation” reported in the Summary Compensation Table for each year shown.
(ii) Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years
reflected in this table, therefore a deduction from the Summary Compensation Table total related to pension value was not required.
(iii) Reflects the value of equity calculated in accordance with the SEC’s methodology for determining Compensation Actually Paid for each year
shown.
2023 Proxy Statement
47
EXECUTIVE COMPENSATION
The following table includes supplemental data for the calculation resulting in the equity component of Mr. Owen’s Compensation Actually Paid for the
period indicated:
Year
2022
Addition of Fair
Value of Current
Year Equity Awards
at Fiscal Year End
($)
Addition of Change
in Value of Prior
Years’ Awards
Unvested at Fiscal
Year End
($)
Addition of Change
in Value of Prior
Years’ Awards That
Vested in Fiscal Year
($)
Equity Value
Included in
Compensation
Actually Paid
($)
10,142,910
1,682,984
1,043,005
12,868,899
The following table includes supplemental data for the calculation resulting in the equity component of Mr. Vasos’s Compensation Actually Paid
for the periods indicated:
Year
2022
2021
2020
Addition of Fair
Value of Current
Year Equity Awards
at Fiscal Year End
($)
Addition of Change
in Value of Prior
Years’ Awards
Unvested at Fiscal
Year End
($)
Addition of Change
in Value of Prior
Years’ Awards That
Vested in Fiscal Year
($)
Equity Value
Included in
Compensation
Actually Paid
($)
18,548,895
20,063,063
7,315,148
2,900,588
4,661,916
30,525,960
1,610,963
24,574,614
24,865,308
16,856,565
2,487,814
44,209,687
The following table includes supplemental data for the calculation resulting in the equity component of the non-CEO named executive officers’
average Compensation Actually Paid for the periods indicated:
Year
2022
2021
2020
Additions of Average
Fair Value of Current
Year Equity Awards at
Fiscal Year End
($)
Additions for Average
Change in Value of
Prior Years’ Awards
Unvested at Fiscal
Year End
($)
Additions for
Average Change in
Value of Prior Years’
Awards That Vested
in Fiscal Year
($)
Average Equity
Value Included in
Compensation
Actually Paid
($)
3,168,564
3,351,740
4,004,324
1,048,097
535,079
2,332,449
652,334
388,578
153,697
4,868,994
4,275,396
6,490,470
(iv) All amounts are averaged for each component for each relative year.
(2) Named executive officers (other than the CEO) for each fiscal year are:
2022 Other
Named Executive Officers
2021 Other
Named Executive Officers
2020 Other
Named Executive Officers
John W. Garratt, President & Chief Financial
Officer
John W. Garratt, Executive Vice President &
Chief Financial Officer
John W. Garratt, Executive Vice President &
Chief Financial Officer
Emily C. Taylor, Executive Vice President &
Chief Merchandising Officer
Jeffery C. Owen, Chief Operating Officer
Jeffery C. Owen, Chief Operating Officer
Rhonda M. Taylor, Executive Vice President &
General Counsel
Rhonda M. Taylor, Executive Vice President &
General Counsel
Jason S. Reiser, former Executive Vice
President & Chief Merchandising Officer
Carman R. Wenkoff, Executive Vice
President & Chief Information Officer
Carman R. Wenkoff, Executive Vice
President & Chief Information Officer
Rhonda M. Taylor, Executive Vice President &
General Counsel
Carman R. Wenkoff, Executive Vice
President & Chief Information Officer
(3) Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share
price at the beginning of the measurement period.
(4) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period
for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Retailing Index.
(5) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
(6) Adjusted EBIT is defined in “Compensation Discussion and Analysis—Short-Term Cash Incentive Plan—2022 Teamshare Structure.” While we use several
financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBIT is
the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be
disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to Company
performance.
48
2023 Proxy Statement
Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a
variable pay for performance philosophy. The financial metrics that the Compensation Committee selects for both our
short-term cash incentive plan and our long-term equity incentive program are selected in order to fulfill our pay for
performance philosophy and to align the interests of our named executive officers and our shareholders. Our most
important financial performance measures for linking executive compensation actually paid to our named executive
officers, for the most recently completed fiscal year, to our performance are as follows:
EXECUTIVE COMPENSATION
• Adjusted EBIT
• Adjusted EBITDA
• Adjusted ROIC
Adjusted EBIT, adjusted EBITDA and adjusted ROIC are defined in “Compensation Discussion and Analysis—Short-Term
Cash Incentive Plan—2022 Teamshare Structure,” “Compensation Discussion and Analysis—Long-Term Equity Incentive
Program—2022 Annual Equity Award Structure,” and “Compensation Discussion and Analysis—Long-Term Equity
Incentive Program—2020 PSU Awards—Completed 2020-2022 Performance Period,” respectively.
Relationship Between Compensation Actually Paid and Performance Measures
The charts below show, for the past three years, the relationship between the CEO and non-CEO compensation actually
paid and our (i) cumulative TSR, (ii) net income, and (iii) adjusted EBIT, as well as the relationship of our cumulative TSR
relative to the cumulative TSR of the peer group.
$55,000
$50,000
$45,000
$40,000
$35,000
s
0
0
0
$
$30,000
$25,000
$20,000
$15,000
$10,000
$5,000
$0
Compensation Actually Paid vs. TSR
$152
$135
$128
51,714
8,862
30,775
6,426
15,272
34,630
6,376
FY20
FY21
FY22
Compensation Actually Paid (Owen)
Compensation Actually Paid (Vasos)
Average Compensation Actually Paid (Non-CEO NEOs)
Dollar General TSR
$160
$150
$140
R
S
T
$130
$120
t
n
e
m
t
s
e
v
n
I
0
0
1
$
d
e
x
F
i
l
a
i
t
i
n
I
f
o
e
u
a
V
l
2023 Proxy Statement
49
EXECUTIVE COMPENSATION
$55,000
$50,000
$45,000
$40,000
$35,000
s
0
0
0
$
$30,000
$25,000
$20,000
$15,000
$10,000
$5,000
$0
$160
$150
$140
$130
$120
$110
$100
t
n
e
m
t
s
e
v
n
I
0
0
1
$
d
e
x
F
i
l
a
i
t
i
n
I
f
o
e
u
a
V
l
R
S
T
Compensation Actually Paid vs. Net Income & Adjusted EBIT
3,630
2,655
3,468
3,905
2,399
2,416
51,714
8,862
FY20
30,775
6,426
15,272
34,630
6,376
FY21
FY22
Compensation Actually Paid (Owen)
Compensation Actually Paid (Vasos)
Average Compensation Actually Paid (Non-CEO NEOs)
Net Income
Adjusted EBIT
TSR: Dollar General vs. S&P 500 Retailing Index
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
j
T
I
B
E
d
e
t
s
u
d
A
&
e
m
o
c
n
I
t
e
N
s
n
o
i
l
l
i
M
$
$154
$135
$152
$126
$141
$128
Initial Investment
(FYE19)
FYE20
FYE21
FYE22
Dollar General
S&P 500 Retailing Index
The above disclosures under “Pay Versus Performance” should not be deemed 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 such disclosures by reference therein.
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 2022: (1) was at any
time during 2022 an officer or employee, or was at any
time prior to 2022 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.
50
2023 Proxy Statement
Compensation Risk
Considerations
In March 2023, 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”). 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.
Dollar General had two CEOs in fiscal year 2022. For
purposes of calculating the pay ratio, we annualized the
salary and pro-rated bonus of our current CEO, Mr. Owen,
who began serving in the role in November 2022, and
included other components of his compensation in the
same amounts as disclosed in the Summary Compensation
Table. Accordingly, Mr. Owen’s fiscal year 2022 annual total
compensation for purposes of the pay ratio calculation
was $12,876,074.
The fiscal year 2022 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 2022 fiscal year (February 3, 2023), other than our
CEO, calculated in accordance with the rules applicable to
the Summary Compensation Table, was $18,352, resulting
in an estimated pay ratio of 1:702.
EXECUTIVE COMPENSATION
As of February 3, 2023, our total population, excluding the
CEO, consisted of 162,017 compensated employees, of
which 227 were located in non-U.S. jurisdictions as follows:
Mexico (117); China (94); Hong Kong (15); and Turkey (1).
As permitted by SEC rules, we excluded all such 227
non-U.S. employees. After applying this exemption, the
employee population used to identify the median
employee consisted of 161,790 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 29,
2022 (the first day of our 2022 fiscal year) through
February 3, 2023 (the last day of our 2022 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, may utilize different
methodologies, exclusions, estimates and assumptions in
calculating their own pay ratios, and may not have had two
CEOs during 2022.
2023 Proxy Statement
51
SECURITY OWNERSHIP
The following tables show the amount of our common stock beneficially owned by the listed persons as of March 22,
2023. 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 219,108,477 shares of our common stock outstanding as of March 22, 2023.
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
BlackRock, Inc.(1)
The Vanguard Group(2)
T. Rowe Price Associates, Inc.(3)
Amount and Nature of
Beneficial Ownership
Percent of Class
18,364,732
18,348,392
13,741,870
8.4%
8.4%
6.3%
(1) BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 16,630,657 shares and sole power to dispose or direct the
disposition of 18,364,732 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. All information is based solely on
Amendment No. 8 to Statement on Schedule 13G filed on February 3, 2023.
(2) The Vanguard Group has shared power to vote or direct the vote of 340,557 shares, sole power to dispose or direct the disposition of 17,397,907 shares,
and shared power to dispose or direct the disposition of 950,485 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern,
Pennsylvania 19355. All information is based solely on Amendment No. 9 to Statement on Schedule 13G filed on February 9, 2023.
(3) T. Rowe Price Associates, Inc. has sole power to vote or direct the vote of 5,823,318 shares and sole power to dispose or direct the disposition of
13,708,496 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. 8 to Statement on Schedule 13G filed on February 14, 2023.
52
2023 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 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)
Ana M. Chadwick
Patricia D. Fili-Krushel(4)
Timothy I. McGuire
William C. Rhodes, III(5)
Debra A. Sandler
Ralph E. Santana
Jeffery C. Owen
Todd J. Vasos
John W. Garratt
Emily C. Taylor
Rhonda M. Taylor
Carman R. Wenkoff
All current directors and executive officers
as a group (18 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
38,276
112,412
706
22,798
7,554
50,759
2,115
3,009
269,472
253,484
70,610
51,980
81,212
113,642
1,311,932
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
(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 22, 2023, 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 22,
2023, over which the person will not have voting or investment power until exercised: Mr. Bryant (2,803 RSUs); Mr. Calbert (24,703 RSUs; 8,833 options);
Ms. Chadwick (706 RSUs); Ms. Fili-Krushel (734 RSUs); Mr. McGuire (734 RSUs); Mr. Rhodes (734 RSUs); Ms. Sandler (1,155 RSUs); Mr. Owen (17,630
PSUs; 213,902 options); Mr. Vasos (72,426 PSUs; 127,428 options); Mr. Garratt (12,792 PSUs; 38,422 options); Ms. E. Taylor (263 RSUs; 3,722 PSUs; and
36,623 options); Ms. R. Taylor (11,885 PSUs; 36,581 options); Mr. Wenkoff (11,885 PSUs; 83,786 options); and all current directors and executive officers
as a group (32,886 RSUs; 147,066 PSUs; 723,866 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 22, 2023.
(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 7,903 shares with his spouse, Amy Rhodes, as power of attorney of The Amy Plunkett Rhodes
Revocable Living Trust, dated July 30, 2014. He also shares voting and investment power over 8,500 shares as president and a director of a charitable
foundation.
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 2022, 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. Rhodes filed a Form 5 in 2023 that reported a total of six transactions involving a cumulative total of 260
shares (representing six late Forms 4) that occurred from 2018 through 2021 that were not reported on a timely basis.
2023 Proxy Statement
53
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 and
nonbinding 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 2022 annual
meeting of shareholders, over 88% 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.
54
2023 Proxy Statement
PROPOSAL 3: Advisory Vote on the Frequency of Future
Advisory Votes on Named Executive Officer Compensation
In accordance with Section 14A of the Securities Exchange
Act of 1934, as amended, once every six years we provide
our shareholders the ability to vote on an advisory and
non-binding basis on whether we should hold advisory
votes on the compensation of our named executive
officers as described in the proxy statement every 1, 2 or
3 years. At our 2017 annual meeting, our shareholders
voted to hold these future advisory votes on named
executive officer compensation every year (annually), and
each year thereafter our Board of Directors has sought a
nonbinding advisory vote from shareholders to approve
such executive compensation. Our Board believes that
continuing to submit the advisory vote on executive
compensation to shareholders on an annual basis is
appropriate for the Company and its shareholders at this
time.
The proxy card provides shareholders with four choices
(every 1 year, 2 years, 3 years, or abstain). Shareholders
are not voting to approve or disapprove the Board’s
recommendation.
Although the vote we are asking you to cast is advisory
and is not binding, our Board values the views of our
shareholders and intends to consider the outcome of the
vote when determining the frequency of future say-on-pay
votes. Our next advisory vote on the frequency of holding
future advisory votes on named executive officer
compensation will occur at our 2029 annual meeting of
shareholders.
1 YEAR
The Board of Directors unanimously recommends that shareholders vote for the
option of 1 YEAR as the frequency of holding future advisory votes on named
executive officer compensation.
2023 Proxy Statement
55
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 February 3,
2023,
• 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 February 3, 2023, 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
• Ana M. Chadwick
• 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.
56
2023 Proxy Statement
PROPOSAL 4: Ratification of Appointment of Auditors
Who is responsible for the selection of the
independent auditor?
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 and level of objectivity and professional
skepticism; reasonableness of fees; and other factors.
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 2023 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 and
request that shareholders vote for the ratification of Ernst
& Young LLP as our independent auditor for the 2023
fiscal year.
What are the benefits of a longer-tenured
independent auditor?
A longer-tenured auditor possesses institutional
knowledge of our business operations, accounting policies
and practices, personnel and internal control over financial
reporting, which enhances the efficiency and quality of the
audit process. In addition, we are able to negotiate a
competitive fee structure due to the auditing firm’s deep
knowledge and familiarity with Dollar General. There would
be additional fees required in changing audit firms.
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 2023 fiscal
year.
2023 Proxy Statement
57
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 during the past two fiscal years.
Information related to audit fees for 2022 includes
amounts billed through February 3, 2023, and additional
amounts estimated to be billed for the 2022 period for
services rendered.
Service
Audit Fees(1)
Audit-Related Fees(2)
Tax Fees(3)
All Other Fees(4)
2022 Aggregate Fees Billed ($)
2021 Aggregate Fees Billed ($)
2,865,581
—
2,453,998
3,600
2,680,936
—
2,411,903
5,325
(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. 2022 and 2021 fees
relate primarily to tax compliance services, which represented $1,895,136 and $2,155,940 in 2022 and 2021, respectively, for work related to work
opportunity tax credit assistance, foreign sourcing offices’ tax compliance, federal jobs credits and state tax credit assistance. Tax fees for 2022 and
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 2022
and 2021.
58
2023 Proxy Statement
SHAREHOLDER PROPOSALS
PROPOSAL 5: Shareholder Proposal Regarding Cage-Free
Eggs Progress Disclosure
Introduction and Board of Directors’
Recommendation
present at the annual meeting and properly presents the
shareholder proposal for a vote.
The Humane Society of the United States (the
“Proponent”), located at 1255 23rd St, NW, Suite 450,
Washington, DC 20037, has notified us that it intends to
present the shareholder proposal set forth below at the
annual meeting. The Proponent has provided us with
documentation indicating that it is the beneficial owner of
at least $25,000 in market value of our common stock. The
shareholder proposal will be voted upon at the annual
meeting if the Proponent or its qualified representative is
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 typographical errors it
may contain. The shareholder proposal may contain
assertions about Dollar General that we believe are
incorrect, and we have not tried to refute all such
inaccuracies in our response.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 5 for the reasons set forth in the Board’s Statement in
Opposition, which follows the shareholder proposal.
Shareholder Proposal
Shareholder Proposal Regarding Progress
Disclosure
In April 2016, Dollar General announced a goal of selling
100% cage-free eggs by 2025, assuring shareholders that it
“will work with its suppliers to implement this change”
while ensuring “fresh, affordable in-shell eggs continue to
be readily available to Dollar General shoppers throughout
the country.”
That pledge has remained on the company’s website ever
since, yet the company has failed to give any indication of
what progress it’s made.
Meanwhile, other major companies with similar
commitments are providing their shareholders with these
types of details. For example:
• Rite Aid, CVS, Walgreen’s and others recently
announced plans to accelerate their conversion to 100%
cage-free eggs and reach compliance by the end of
2022, several years ahead of their original timelines.
• Wawa has already achieved 100% cage-free compliance
for all cartons of eggs it sells.
• Walmart, Kroger, Albertsons and other retailers are
disclosing their percentage of cage-free eggs.
• Costco discloses this data for its global operating
regions (and in the U.S., has achieved 94% cage-free
eggs).
• Other companies with similar glidepaths include IHOP,
Denny’s, Brinker International, Bloomin Brands, Cracker
Barrel, Marriott, Carnival Cruise Lines, Royal Caribbean,
Norwegian Cruise Lines, Conagra Brands, and more.
• McDonald’s, which uses roughly 2 billion eggs each year
in the U.S., has converted about 74% to cage-free.
• Nestle, Mondelez and other packaged food companies
have reached 100% cage-free eggs in the U.S.
This is a prominent ESG issue within the food industry and
amongst consumers. So significant is it, in fact, that many
states have even outlawed the sale of eggs from caged
hens.
But despite Dollar General’s longstanding commitment, it
has never reported to shareholders as to progress it’s
made toward its goal, what it’s “work with suppliers” on
this transition has entailed since 2016, or what next steps it
will take.
THEREFORE, BE IT RESOLVED: Shareholders request that
Dollar General disclose what percentage of its eggs come
from cage-free hens, the specific steps the company has
taken toward implementing its cage-free egg commitment,
and what next steps the company will take to reach its
goal of sourcing only cage-free eggs by 2025. This
disclosure should be made within six months of the 2023
annual meeting at reasonable cost and omitting
proprietary information.
Board of Directors’ Statement in Opposition to
Proposal 5
• Target has published a global “glidepath” benchmarking
75-80% cage-free egg compliance in 2022, 80-85% in
2023, 85-90% in 2024, and 100% in 2025.
Our Board of Directors has carefully considered this
shareholder proposal and concluded that its adoption is
unnecessary and not in the best interest of the Company
2023 Proxy Statement
59
SHAREHOLDER PROPOSALS
or our shareholders for the reasons outlined below.
Accordingly, our Board unanimously recommends that
shareholders vote AGAINST Proposal 5.
Many of Dollar General’s customers are unable to pay a
premium for cage free eggs, the cost of which remains
higher than the cost of traditional eggs.
We are committed to providing high quality, in-shell eggs
at affordable prices to meet the needs of our customers.
Affordability is critically important to our customers, many
of whom have low and/or fixed incomes, and eggs are
often a primary source of protein for their families. Due to
supply availability, cage-free egg costs continue to be
higher than traditional egg costs. Our customer insights,
based on recent syndicated shopping preferences and a
quantitative proprietary study, reveal that the majority of
our customers are either unable or unwilling to pay a
higher price for cage-free eggs if there is a lower price
alternative.
Dollar General continues to monitor developments in the
egg production industry and marketplace, but must
prioritize customer needs and preferences.
Balancing a concern for animal welfare with a commitment
to providing quality products at everyday low prices, we
previously set a goal to transition to 100 percent cage-free
in-shell eggs by 2025. This goal was expressly based on
available supply, affordability and customer demand. We
have made progress over the last several years in our
cage-free egg offering. However, given the current
macroeconomic environment, the state of the egg
production industry, and the affordability needs of our
customers (which, in turn, drive shopping behaviors), we
have determined that it is not reasonably practicable to
transition to 100 percent cage-free in-shell eggs in the
next two years unless these factors change. Customer
needs and preferences for lower-priced conventional eggs
versus higher priced cage-free eggs, as well as supply
availability for cage-free eggs, remain significant
considerations.
We continue to monitor developments in the egg
production industry and market, as well as related
legislation, and are hopeful that, with the passage of time,
the price of cage-free in-shell eggs will gradually decline
so that cage-free eggs become a viable, equally affordable
option for our core customers. Although we do not own,
raise, transport or process any hens, we continue to
explore opportunities to purchase additional amounts of
cage-free egg products. However, especially in light of the
current economic environment, our responsibility remains
oriented towards our customers and our shareholders.
Incremental disclosure in this area would provide no
meaningful benefit to shareholders.
Our merchandising decisions are driven primarily by the
needs and preferences of our customers. Any incremental
disclosure regarding cage-free egg sourcing would require
a diversion of management’s time and Company resources
without providing any meaningful benefit to the Company
or our shareholders.
Conclusion
For the reasons outlined above, our Board of Directors
believes that the shareholder proposal is unnecessary and
not in the best interests of the Company or our
shareholders.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 5.
60
2023 Proxy Statement
SHAREHOLDER PROPOSALS
PROPOSAL 6: Shareholder Proposal to Remove the One-Year
Holding Period Requirement to Call a Special Shareholder
Meeting
Introduction and Board of Directors’
Recommendation
The shareholder proposal set forth below is a proposal to
remove the customary one-year holding requirement to
request a special shareholder meeting.
John Chevedden (the “Proponent”), located at 2215
Nelson Avenue, No. 205, Redondo Beach, CA 90278, has
notified us that he intends to present the shareholder
proposal set forth below at the annual meeting. The
Proponent has provided us with documentation indicating
that he is the beneficial owner of at least 10 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 typographical errors it
may contain. The shareholder proposal may contain
assertions about Dollar General that we believe are
incorrect, and we have not tried to refute all such
inaccuracies in our response.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 6 for the reasons set forth in the Board’s Statement in
Opposition, which follows the shareholder proposal.
Shareholder Proposal
Proposal 6-
Special Shareholder Meeting Improvement
Shareholders ask our board to take the steps necessary to
amend the appropriate company governing documents to
give the owners of a combined 25% of our outstanding
common stock the power to call a special shareholder
meeting regardless of length of stock ownership to the
fullest extent possible.
Some companies, like Dollar Genral, prohibit shareholders
from participating in calling for a special shareholder if
they own stock for less than one continuous year.
Requiring one continuous year of stock ownership can
serve as a poison pill. I know of no instance of shareholders
ever having success in calling for a special shareholder
meeting at a company that excludes all shares not held for
a full continuous year.
It is important to vote for this Shareholder Right to Call a
Special Shareholder Meeting proposal because we have no
right to act by written consent. Shareholders at many
companies have a right to call a special shareholder and
the right to act by written consent.
Calling a special shareholder meeting is hardly ever used
by shareholders but the main point of calling special
shareholder meeting is that it gives shareholders at least
significant standing to engage effectively with
management.
Management will have an incentive to genuinely engage
with shareholders, instead of stonewalling, if shareholders
have a reasonable Plan B alternative of calling a special
shareholder meeting. Management likes to claim that
shareholders have multiple means to communicate with
management but in most cases these means are as
effective as mailing a post card to the CEO. A reasonable
right to call a special shareholder meeting is an important
step for effective shareholder engagement with
management.
The mere fact of an improved shareholder right to call a
special meeting, which be called to elect a new director,
could be an incentive for Mr. Michael Calbert, Dollar
General Chairman, to improved his performance.
Mr. Calbert received the most against votes of any Dollar
General director in 2022 − 29 million against votes.
Mr. Calbert’s against votes were 3-times the average
number of against votes of the other Dollar General
directors.
Please vote yes:
Special Shareholder Meeting Improvement—
Proposal 6
Board of Directors’ Statement in Opposition to
Proposal 6
Our Board of Directors has carefully considered this
shareholder proposal, which seeks to eliminate the
one-year holding requirement to exercise the right of
shareholders to request special meetings, and concluded
that its adoption is unnecessary, potentially harmful, and
not in the best interests of the Company or our
shareholders for the reasons outlined below. Accordingly,
2023 Proxy Statement
61
SHAREHOLDER PROPOSALS
our Board unanimously recommends that shareholders
vote AGAINST Proposal 6.
The one-year holding requirement to request a special
meeting of shareholders is a customary provision that
helps protect the Company and our broader shareholder
base against abuses by shareholders with narrow
short-term interests and from the financial and
administrative burdens associated with unnecessarily
conducting a special meeting of shareholders.
In 2021, our Board of Directors sought shareholder
approval of a Charter amendment to allow one or more
record or beneficial shareholders holding in the aggregate
at least 25% of our common stock to request special
meetings of shareholders by following certain
requirements set forth in our Bylaws. The applicable
Bylaws, including the customary requirement that
shareholders exercising the special meeting right have
owned the shares continuously for at least one year, were
specifically described in the proxy statement proposal for
the 2021 annual meeting of shareholders and are intended
to balance enabling shareholders to vote on important
matters with the potential abuse of this right and the
associated cost and distraction that could arise as a result
of its exercise. Our shareholders approved the Charter
amendment, which received the support of over 98% of
votes cast. Based on this vote, the Charter amendment
was implemented and our Board adopted the related
Bylaws.
Our Board believes that the current special meeting right,
including the one-year holding period and other
procedural protections, provides shareholders a
meaningful ability to request a special meeting while also
protecting the Company and its shareholders against the
risk that certain shareholders will use special meetings as a
means to advance narrow and short-term oriented
interests, which may not be in the long-term interests of
the Company or its broader shareholder base.
Our Board recognizes the importance of providing
shareholders with the ability to request special meetings in
appropriate circumstances. At the same time, a special
shareholder meeting is a significant undertaking that
requires a substantial commitment of time and financial
resources of the Company. Among other costs, the
Company is required to prepare, print, and distribute legal
disclosure documents to shareholders, solicit proxies, and
tabulate votes for each special shareholder meeting called.
In addition, special meetings require the Board and
management to divert significant time and focus away
from management of the Company in order to prepare for,
and conduct, the special meeting, detracting from their
primary focus of operating our business and maximizing
long-term shareholder value.
The one-year holding period is consistent with the
minimum holding period established by the SEC under
Rule 14a-8 of the Exchange Act, which enables a
shareholder to include a proposal in an issuer’s proxy
statement. In adopting the holding requirements under
Rule 14a-8, the SEC indicated that the holding period
should be calibrated such that a shareholder has some
meaningful “economic stake or investment interest” in a
company before the shareholder may draw on company
62
2023 Proxy Statement
and shareholder resources and command the time and
attention of other shareholders to consider and vote on
the proposal. Our Board believes the SEC’s reasoning is
equally applicable to the Company’s one-year holding
requirement for requesting a special meeting. Moreover,
under that same Rule, shareholders with minimal holdings
are already able to present proposals, such as this one, at
annual meetings.
Our Bylaws facilitate the ability of shareholders meeting
the applicable requirements to call special meetings when
extraordinary matters arise, without enabling a minority of
shareholders that have not held a financial stake in the
Company for a meaningful period of time to call
unnecessary or duplicative meetings for less significant
matters. If the one-year holding requirement is eliminated,
as the Proponent requests, the Company could be subject
to regular disruptions by short-term, special-interest
shareholder groups with agendas that are not in the best
interests of the Company or its broader shareholder base
and it would increase the potential for misuse of the
special meeting right. Such diversions could potentially
operate against the best interests of our shareholders
overall, in order to serve the narrow short-term interests of
certain shareholders.
We are committed to strong and effective corporate
governance practices and active shareholder engagement
which ensure accountability and responsiveness to
shareholders.
The elimination of the one-year holding period as
requested by this shareholder proposal is unnecessary,
could unduly increase focus on short-term results at the
expense of long-term Company performance and
shareholder interests, and should be rejected in light of our
strong corporate governance policies and practices, our
willingness to discuss our business and issues with
shareholders, and our regular responsiveness to
shareholders. Our Board has consistently demonstrated its
commitment to sound principles of corporate governance,
working to ensure that its practices provide our
shareholders with a meaningful voice. In addition to the
ability to request special meetings of shareholders,
numerous other corporate governance measures are in
place to foster shareholder participation and Board
responsiveness and accountability. Some of these
measures are:
• Active Shareholder Engagement Program: We actively
engage with our shareholders to solicit their feedback
regarding a wide variety of issues, including among
other matters corporate governance, risk oversight,
executive compensation and ESG matters, and have
taken actions to implement shareholder feedback when
appropriate. In 2022, we engaged with investors
comprising more than 52% of shares outstanding.
Mr. Calbert, our Chairman of the Board, led the
engagement with shareholders comprising over 24% of
shares outstanding. Notably, during these engagements,
our shareholders did not raise the one-year holding
period required to call a special meeting as an area of
concern.
SHAREHOLDER PROPOSALS
• No Supermajority Voting Provisions: Our Charter and
• Annual “Say-On-Pay” Advisory Vote. We hold an annual
Bylaws do not contain provisions requiring more than a
simple or absolute majority shareholder vote on any
issue.
advisory vote on executive compensation to allow
shareholders the opportunity to express their views on
executive compensation.
• No Shareholder Rights Plan: We do not maintain a
shareholder rights plan, commonly referred to as a
“poison pill”.
• Strong Director Refreshment and Evaluation Practices:
Of our independent directors, 50% have joined our Board
within the last six years. We employ a thorough annual
evaluation process for our Board, each Board committee,
and each individual independent director, which is
overseen by the Nominating Committee and forms part
of the basis for re-nomination decisions.
• Proxy Access: Our proxy access right allows
shareholders meeting certain requirements to include
director nominations in our proxy statement.
• Annual Elections of the Board: All of our directors are
elected annually by our shareholders.
• Majority Voting: We have a majority voting standard for
the election of directors in uncontested elections and
equal voting rights for all shareholders.
• Independent Board Chairman: We maintain separate
Chairman of the Board and CEO positions, and the
Chairman of the Board is an independent director.
• Majority-Independent Board: All of our directors are
independent except our CEO and our former CEO, and
all three standing Board committees are comprised
exclusively of independent directors.
• Diverse Board: Our Board reflects significant diversity in
experience, skills, gender, race, age, and country of
origin.
• Significant Share Ownership Requirements: We have
significant share ownership requirements for our Board
members and executive management.
• Publicized Board Communication Mechanisms. We
publish on our website Board-approved methods for
shareholders to communicate directly with the Board, a
particular director, or the non-management directors or
independent directors as a group.
In addition, as discussed above, shareholders holding
minimal amounts of our common stock also have the
ability to include shareholder proposals, such as this one,
in the Company’s proxy statement if they comply with
applicable rules.
Conclusion
Our Board opposes this shareholder proposal because it
believes that eliminating the customary one-year holding
requirement will enable potential abuse of the right to call
a special meeting by shareholders with special or
short-term interests and significantly increase the risk that
the Company will be required to expand substantial time
and resources on matters that are not in the best interests
of the Company or its broader shareholder base. Our
Board believes that our procedural requirements to
exercise the special meeting right for shareholders are
aligned with current market practices and strike the
appropriate balance between ensuring shareholders have
meaningful rights and opportunities for involvement
without enabling a minority of shareholders that have not
held a financial stake in the Company for a meaningful
period of time to call unnecessary or duplicative meetings
for matters of special interest. The Company’s numerous
existing corporate governance measures ensure ample
opportunity for shareholder participation as well as Board
responsiveness and accountability. Our Board believes the
adoption of this shareholder proposal is unnecessary,
potentially harmful, and not in the best interests of the
Company or its shareholders.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 6.
2023 Proxy Statement
63
SHAREHOLDER PROPOSALS
PROPOSAL 7: Shareholder Proposal Requesting a Worker
Safety and Well-Being Audit
Introduction and Board of Directors’
Recommendation
Lead filer Domini US Impact Equity Fund, located at 180
Maiden Lane, Suite 1302, New York, New York 10038, along
with co-filers Adrian Dominican Sisters, Portico Benefit
Services, Presbyterian Church U.S.A., Trinity Health, and
United Church Funds (collectively, the “Proponents”), have
notified us that a representative of the Proponents intends
to present the shareholder proposal set forth below at the
annual meeting. The lead filer has provided us with
documentation indicating that it is the beneficial owner of
at least $25,000 in market value of our common stock. The
shareholder proposal will be voted upon at the annual
meeting if one of the Proponents or a qualified
representative of the Proponents is present at the annual
meeting and properly presents the shareholder proposal
for a vote. We will promptly provide the addresses and
stock ownership information (to our knowledge) of all
co-filers upon a shareholder’s oral or written request
directed to our Corporate Secretary.
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 typographical errors it
may contain. The shareholder proposal may contain
assertions about Dollar General that we believe are
incorrect, and we have not tried to refute all such
inaccuracies in our response.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 7 for the reasons set forth in the Board’s Statement in
Opposition, which follows the shareholder proposal.
Shareholder Proposal
WHEREAS: Dollar General operates more than 18,000
stores in 47 states and employs over 140,000 people,1
providing access to affordable products in rural and
remote areas across the United States.
Since 2017, Dollar General has received $12.3 million in
Occupational Safety and Health Administration (OSHA)
penalties for numerous willful, repeated, and serious
workplace safety violations.2 OSHA designated Dollar
General as a “severe violator” in 2022, issuing citations for
blocked safety exits and unsafe storage areas, inaccessible
fire extinguishers, storage of boxes in front of electrical
panels, exposure of workers to electrocution risks, and
failure to provide exit signs and required stair handrails.3
Regulators and employment experts state that the
company “choos[es] to place profits over their employees’
safety and well-being”4 and that its business model leads
to disregarding the law and “cutting corners when it
comes to basic worker safety.”5
As supply chain disruptions, increasing freight costs, and
shipping delays impact dollar stores nationwide, it is not
evident that there are adequate systems in place to
address these dynamics and mitigate potential impacts on
workers. Staffing levels appear to be insufficient to
manage the workload, especially as it relates to
unpredictable shipments and influxes of inventory, which
may lead to blocked exits or increased fire hazards.6
Staffing shortages and high turnover contribute to fatigue,
high workload, and further exacerbate safety issues. This
may also contribute to loss of new store development
opportunities or poor worker retention.7 In the midst of
high economic inequality, Dollar General employees are
among the most vulnerable workers, with 92 percent of
Dollar General’s hourly workers making less than $15 per
hour. While the company states it engages employees
1
2
3
4
5
6
7
https://www.dollargeneral.com/about-us/locations.html
https://www.osha.gov/news/newsreleases/region4/11012022#:~:text=The%20violations%20found%20in%20these,to
%20propose%20%24l%2C682%2C302%20in%20penaIties.
https://www.osha.gov/news/newsreleases/region4/11012022#:~:text=The%20violations%20found%20in%20these,to
%20propose%20%241%2C682%2C302%20in%20penalties.
https://www.dol.gov/newsroom/releases/osha/osha20221017;
https://www.osha.gov/enforcement/svep#v-nav-5 ;
https://news.bloomberglaw.com/safety/dollar-general-makes-federal-severe-violator-worker-safety-list
https://www.osha.gov/news/newsreleases/region4/11012022#:~:text=The%20violations%20found%20in%20these,to
%20propose%20%24l%2C682%2C302%20in%20penalties
https://www.nbcnews.com/business/business-news/doIlar-generaI-thriving-workers-say-they-pay-price-n1137096
https://www.reuters.com/business/retail-consumer/dollar-general-beats-quarterly-estimates-same-store-sales-2021-08-26/
https://investor.dollargeneral.com/websites/dollargeneral/English/310010/us-sec-filing.html?shortDesc=Annual%20Report&
format=html&secFilingId=b365ead3-a988-4299-9d85-8bfa86ca3ca4
64
2023 Proxy Statement
through town hall meetings, DG voice, and “pulse” surveys
to understand employee sentiment,8 there is no disclosure
on how this feedback informs actions to address workers’
concerns and priorities.
Understaffing and poor security measures at Dollar
General stores may also contribute to increased risk of gun
violence to staff and communities. Dollar stores have
become vulnerable targets for robberies, causing
employees to lose their lives, according to past reports.9
RESOLVED: Shareholders of Dollar General request that
the Board of Directors commission an independent
third-party audit on the impact of the company’s policies
and practices on the safety and well-being of workers. A
report on the audit, prepared at reasonable cost and
omitting proprietary information, should be made available
on the company’s website.
SUPPORTING STATEMENT: At company discretion, the
proponents recommend that an audit include:
• Evaluation of management and business practices that
contribute to an unsafe or violent environment, including
staffing capacity;
• Meaningful consultation with workers and customers to
inform appropriate solutions; and
• Recommendations for actions and regular reporting with
progress on identified actions.
Board of Directors’ Statement in Opposition to
Proposal 7
Our Board of Directors has carefully considered this
shareholder proposal and concluded that its adoption is
unnecessary for the reasons outlined below. Accordingly,
our Board unanimously recommends that shareholders
vote AGAINST Proposal 7.
Dollar General’s commitment to our employees is
evidenced by its inclusion as one of our four key
operating priorities.
At Dollar General, a foundational element in how we
operate is exemplified in one of our four operating
priorities—“Investing in our diverse teams through
development, empowerment and inclusion.” This
operational priority reflects our commitment to all matters
that can affect our workplace experience, including safety
and well-being. Our management of the wide variety of
matters within the employee safety and well-being
umbrella is addressed in numerous ways, including without
limitation: integration into our operational processes and
procedures; the design of our stores, distribution centers
and other facilities; our communication and training
efforts; our auditing and oversight programs; our
recognition and accountability programs; our benefits
offerings; our employee engagement efforts; and many
SHAREHOLDER PROPOSALS
other aspects of our daily operations, including human
capital management.
While we discuss our human capital management and
related risk oversight efforts, as well as our commitment to
our employees across our extensive business operations, in
more detail in our annual Serving Others report, some
highlights of our approach include:
• Our safety program includes standardized policies and
procedures, training, ongoing communication and
employee engagement, recognition, and accountability,
combined with monitoring and use of data analytics
intended to drive preventative strategies and help evolve
overall safety strategies and initiatives. We regularly
review our policies, processes and procedures, refine
them when deemed advisable, and reinforce them
through leadership calls at multiple levels of our
organization, such as our operations, asset protection,
risk management, and human resource teams.
• Hundreds of safety checks and audits occur each day
across our network.
• Our teams help foster a culture of safety. For our
distribution centers, on-site personnel and safety
committees oversee ongoing safety training, incident
investigations, and safety audits, and drive employee
engagement. The distribution safety teams are led by a
safety steering committee, comprised of representation
across the many operations in our supply chain, which
oversees safety initiatives, network-wide communication,
and ongoing monitoring of data analytics. For our
private fleet, local safety supervisors engage with our
drivers, fleet maintenance teams and distribution center
personnel to facilitate training, safe equipment, and safe
loads, and our trucks are equipped with safety systems.
For our stores, day-to-day safety is led by our store
managers and, district-wide, by our district managers,
while monthly safety meetings, safety information
centers, and leadership visits provide additional
opportunities to reinforce our culture of safety as well as
avenues for employees to raise workplace safety
concerns.
• We care about the health and well-being of our
employees and their families. We offer a broad range of
benefits to help them lead healthy lives at work and at
home, some of which include: our medical, prescription,
telemedicine, dental and vision plans; flexible spending
accounts; disability insurance; paid vacation; healthy
lifestyle and disease management programs; discounts
for products and services; parental leave; adoption
assistance; life insurance; and a variety of supplemental
health and welfare programs. Eligibility and benefit levels
may vary by program. Health plan participants also may
8
9
https://www.dollargeneral.com/content/dam/webvisualassets/sitedownloads/Serving%20Others%20FY2021.pdf
https://www. businessinsider.com/dollar-store-staff-danger-crime-hotspots-discount-chains-retail-2021-10;
https://www.propubIica.org/article/how-doIlar-stores-became-magnets-for-crime-and-killing;
https://www.cnn.com/2020/06/26/business/dollar-generaI-robberies/index.htmI
2023 Proxy Statement
65
SHAREHOLDER PROPOSALS
opt into our Better Life Wellness program to receive
access to resources designed to encourage a healthy
lifestyle and improve overall health and to earn points for
completing wellness activities which help participants
lower their medical premium costs.
• To further support the well-being of our employees and
members of their households, our Employee Assistance
Program provides access to mental health, legal and
financial counseling services. The program also includes
unlimited access to free, online resources, as well as six
private counseling sessions, per topic per year.
• We are dedicated to providing education and career
growth for our employees. Among the many educational
opportunities we make available to our employees, we
offer a yearly tuition assistance stipend to start or
complete a degree program at the higher education
institution of their choice, and we offer full-time
employees access to employer-paid, full tuition covered
degree programs from select universities. We also
partner with the American Council on Education’s
Learning Evaluation to provide up to nine semester
credit hours towards the completion of an
undergraduate degree for employees who complete our
Store Manager Training program.
• We understand the importance of education not only for
our employees but also for their family members.
Starting on day one, Dollar General employees and
immediate family members can access free, transferable
college courses through our dedicated online education
platform. This on-demand platform is self-paced, giving
our employees and their families the flexibility to
complete general education courses on their own time.
• We strive to create an environment where our
employees feel respected, safe, empowered, and
motivated. We regularly monitor retention and
engagement levels across the organization 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.
Dollar General actively engages our employees to seek
feedback and has many widely-publicized channels
available for employees to raise concerns.
We work hard to advance a culture where employees feel
valued, supported, and connected to our mission of
Serving Others. Furthermore, the scale of our business
requires the consistent implementation of an array of
policies, processes and procedures, including but not
limited to those pertaining to safety and employee
well-being, across our more than 19,000 stores. To these
ends, we engage our teams through a variety of
communication tools, such as in-person and virtual
CEO-led town halls, cascade meetings, engagement
surveys, focus groups, communication boards, training
programs, regional and national leadership meetings and
our intranet site.
Employee feedback is critical to shaping enterprise-wide
engagement initiatives and helping us continue to be an
employer of choice. We seek to ensure that our employees
have and are aware of a variety of easily-accessible means
of communicating, anonymously if they wish, challenges,
concerns and other feedback, including feedback relating
to safety and well-being. Available channels include,
among others, our open door policy, ethics hotline,
employee response center, internal alternative dispute
resolution, regular meetings of field operators, distribution
center safety committees and various internal
collaboration tools. Several of these channels are available
24 hours a day, 7 days a week. In addition, our annual DG
Voice survey, periodic “pulse” surveys, onboarding and exit
surveys, as well as focus groups throughout the year help
provide a deeper understanding of our employee
experience. In 2022, we launched additional experience
surveys to re-validate the needs of our employees
post-pandemic. We use survey feedback to guide efforts
to enhance the employee experience and find ways to
ensure all employees feel heard, supported, and valued.
Conclusion
For the reasons outlined above, our Board of Directors
believes that the shareholder proposal is unnecessary and
recommends that shareholders vote against Proposal 7.
The Board of Directors unanimously recommends that shareholders vote
AGAINST Proposal 7.
66
2023 Proxy Statement
SHAREHOLDER PROPOSALS FOR 2024 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 or nominations have complied with the
requirements of our Bylaws.
Shareholder Proposals
To be considered for inclusion in our proxy materials
relating to the 2024 annual meeting of shareholders (the
“2024 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 13, 2023.
New Business at 2024 Annual Meeting
To introduce new business outside of the Rule 14a-8
process or to nominate directors (other than a proxy
access nomination, which is described below) at the 2024
Annual Meeting, or to recommend a candidate for our
Nominating Committee’s consideration, you must deliver
written notice to us, including the information required by
Rule 14a-19 under the Exchange Act, if applicable, no
earlier than the close of business on February 1, 2024, and
no later than the close of business on March 2, 2024, and
comply with the advance notice provisions of our Bylaws.
If we do not receive a properly submitted proposal by
March 2, 2024, 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 2024 Annual Meeting.
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 2024 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 13, 2023, and no later than the
close of business on December 13, 2023, and comply with
the other relevant provisions of our Bylaws pertaining to
proxy access nominees.
2023 Proxy Statement
67
10-K
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 February 3, 2023, 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. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 29, 2022 was
$55.9 billion calculated using the closing market price of the registrant’s common stock as reported on the NYSE on such date ($248.43). For this
purpose, directors, executive officers and greater than 10% record shareholders are considered the affiliates of the registrant.
The registrant had 219,108,477 shares of common stock outstanding as of March 22, 2023.
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 31, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
INTRODUCTION
PART I
TABLE OF CONTENTS
PART II
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1B. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 4. MINE SAFETY DISCLOSURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INFORMATION ABOUT OUR EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . . . . . . .
ITEM 6. RESERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . .
Report of Ernst & Young, LLP, Independent Registered Public Accounting Firm
(PCAOB ID:42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9A. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9B. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . .
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . .
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . .
ITEM 16. FORM 10-K SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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66
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2022 Form 10-K
General
INTRODUCTION
This report contains references to years 2023, 2022, 2021, and 2020, which represent fiscal years ending or
ended February 2, 2024, February 3, 2023, January 28, 2022 and January 29, 2021, respectively. Our fiscal year
ends on the Friday closest to January 31. Our 2022 fiscal year consisted 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 ® 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
We include “forward-looking statements” within the meaning of the federal securities laws throughout this
report, particularly under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” and “Note 7 – 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,” “long-term,” “future,” “over time,” “ongoing,” “uncertain,” “moving forward,” or “subject to” and
similar expressions that concern our strategies, plans, initiatives, intentions or beliefs about future occurrences or
results or other future matters. For example, all statements relating to, among others, the following are forward-
looking statements:
•
•
•
•
•
•
•
•
•
our projections and expectations regarding expenditures, costs, cash flows, results of operations,
financial condition and liquidity;
our expectations regarding economic and competitive market conditions;
our plans, objectives, and expectations regarding, future operations, growth, investments and
initiatives, including but not limited to our real estate, store growth and international expansion
plans, store formats or concepts, shrink and damages reduction actions, planned approximately
$100 million investment in our stores, and anticipated progress and impact of our strategic
initiatives (including but not limited to our non-consumables and digital initiatives, DG Media
Network, DG Well Being, DG Fresh, Fast Track, and pOpshelf) and our merchandising, margin
enhancing, and distribution/transportation efficiency (including but not limited to self-distribution
and our private fleet) and other initiatives;
expectations regarding sales and mix of consumable and non-consumable products, customer
traffic, basket size and inventory levels;
expectations regarding inflationary and labor pressures, fuel prices, and other supply chain
challenges;
anticipated stock repurchases and cash dividends;
anticipated borrowing under our unsecured revolving credit agreement, our 364-day unsecured
revolving credit facility and our commercial paper program;
potential impact of legal or regulatory changes or governmental assistance or stimulus programs
and our responses thereto, including without limitation the potential increase of federal, state
and/or local minimum wage rates/salary levels, as well as changes to certain government
assistance programs, such as SNAP benefits, unemployment benefits, and economic stimulus
payments, or potential changes to the corporate tax rate; and
expected outcome or effect of pending or threatened legal disputes, litigation or audits.
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.
However, it is very difficult to predict the effect of known factors, and we cannot anticipate all factors that could
affect future results.
2022
Form 10-K
3
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. We cannot assure you that we will realize the results or developments we
expect or anticipate or, even if substantially realized, 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. We
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.
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2022 Form 10-K
ITEM 1. BUSINESS
General
PART I
We are the largest discount retailer in the United States by number of stores, with 19,147 stores located in
47 U.S. states and Mexico as of March 3, 2023, with the greatest concentration of stores in the southern,
southwestern, midwestern and eastern United States. Our first store in Mexico opened in February of 2023. We 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. We 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, Wholesale. We were incorporated as a
Kentucky corporation under the name J.L. Turner & Son, Inc. in 1955, when we opened our first Dollar General
store. We 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 & 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.
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. We 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.
From 1990 through 2020, we achieved 31 consecutive years of positive same-store sales growth. Following
unusually high sales results in 2020 during the height of the COVID pandemic, we did not achieve positive same-
store sales growth in 2021. However, we achieved positive same-store sales growth once again in 2022.
Notwithstanding the unusual circumstances of 2020 and 2021 resulting from the COVID pandemic, 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!”® summarizes our appeal to customers. We
believe our ability to effectively deliver both value and convenience allows us to succeed in small markets with
2022
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5
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. We 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. We 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. We 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 frozen 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 minimize their need to shop elsewhere.
Substantial Growth Opportunities. We believe we have substantial long-term growth potential in the U.S.,
and we have identified significant opportunities to add new stores, including our pOpshelf concept, in both existing
and new markets. In addition, we have opportunities to relocate or remodel locations within our existing store base
to better serve our customers. Our pOpshelf concept represents an important growth opportunity as a unique small-
box retail concept that focuses on categories such as seasonal and home décor, health and beauty, home cleaning
supplies, and party and entertainment goods. We have also identified international expansion as an important growth
opportunity, with an initial focus on opening and operating stores in Mexico. We opened our first Mi Súper Dollar
General store in Mexico in February of 2023, and believe there is additional growth potential in Mexico in the years
ahead. 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
We 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. We 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); packaged food (such as
cereals, pasta, canned soups, fruits and vegetables, condiments, spices, sugar and flour); perishables (such as milk,
eggs, bread, refrigerated and frozen food, beer, wine and produce); snacks (such as candy, cookies, crackers, salty
snacks and carbonated beverages); 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); pet (such as pet
supplies and pet food); and tobacco products.
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2022 Form 10-K
Seasonal products include holiday items, toys, batteries, small electronics, greeting cards, stationery,
prepaid phones and accessories, gardening supplies, hardware, automotive and home office supplies.
Home 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 . . . . . . . . . . . . . . . . . . . . . . . . .
Home products . . . . . . . . . . . . . . . . . . . .
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . .
2022
2021
2020
79.7 %
11.0 %
6.2 %
3.1 %
76.7 %
12.2 %
6.8 %
4.3 %
76.8 %
12.1 %
6.5 %
4.6 %
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 capital
requirements, 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 7,500 square feet of selling space, and over 80% of our stores are located in towns of 20,000
or fewer people. Our primary new store format currently averages approximately 8,500 square feet of selling space.
We 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 summarized in the following table:
Year
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net
Store
Stores Stores
Stores at
Beginning
of Year Opened Closed Increase End of Year
17,177
101
18,130
97
19,104
65
16,278 1,000
17,177 1,050
18,130 1,039
899
953
974
Stores at
Our Customers
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. We 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
brackets and life stages appreciate our quality merchandise as well as our attractive value and convenience
proposition.
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Our Suppliers
We 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 10% and 8%, respectively, of our purchases in 2022. Our private brands come from a wide variety of
suppliers. We directly imported approximately 9% of our purchases at cost in 2022.
In 2020 and 2021, COVID-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. We began to see normalization in the global supply chain during 2022 and anticipate
continuing improvement moving forward. 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. We 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 frozen and refrigerated goods, such as dairy, deli and frozen products. We regularly
analyze and rebalance the network with a goal of ensuring that it remains efficient and provides the service levels
our stores require. See “—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, utilizing our trailers. In addition, vendors or third-party distributors deliver or
ship certain food items and other merchandise directly to our stores.
In the second half of 2022, we experienced a temporary shortage of available warehouse capacity, primarily
due to delays in opening temporary warehouse space. This shortage resulted in a significant impact to our operating
results due to increased costs associated with delays in unloading inventory into warehouse space, as well as
inefficiencies in moving goods throughout our internal supply chain. With the opening of three permanent
distribution facilities in the fourth quarter of 2022, significant warehouse capacity is now available and has relieved
the vast majority of these constraints.
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, store closings, and weather patterns. See “Item 7. Management’s
Discussion & Analysis of Financial Condition and Results of Operation” for further discussion of seasonality.
Our Competition
We 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. We 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, Big Lots, 99 Cents Only and various local, independent operators, as well as Walmart, Target, Kroger, Aldi,
Walgreens, CVS, and Rite Aid, among others. Certain of our competitors have greater financial, distribution,
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2022 Form 10-K
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.
We believe that we differentiate ourselves from other forms of retailing by offering competitive prices in a
convenient, small-store format. We 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 “—Our Business Model” above and
“Item 1A. Risk Factors” for further discussion of our competitive situation.
Our Intellectual Property
We own marks that are registered with the United States Patent and Trademark Office and are protected
under applicable intellectual property laws, including, without limitation, Dollar General®, DG®, Clover Valley®,
trueliving®, and pOpshelf® along with variations and formatives of these trademarks. We 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; however, assuming that the trademark registrations are
properly renewed, they have a perpetual duration. We also hold an exclusive license to the Rexall brand through at
least March 5, 2029 and the Believe Beauty 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
– Investing in our diverse teams through development, empowerment and inclusion. Building 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. Based 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+ 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
We seek to provide market competitive compensation and benefits packages that attract talent to the
organization 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/or length of
service, the broad range of benefits we provide or make available may include: medical, prescription, telemedicine,
dental and vision plans; flexible spending accounts; disability insurance; 401(k) plan; paid vacation; employee
assistance program with access to legal assistance and counseling; healthy lifestyle and disease management
programs; education assistance benefits; parental leave; adoption assistance; service award recognition; 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
organization, 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
magazine’s Hall of Fame, following two consecutive years as the magazine’s top training and development program
and rounding out 10 consecutive years among its Top 100 list. In 2022, we estimate we invested over four million
training hours in our employees to promote their education and development.
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We enhance our development programs each year based on the current needs of our employees and the
business. We offer a variety of differentiated programs, including mentorship, cohorts, and leader-led and
experiential opportunities to ensure there is a path of development for all employees.
Our internal promotion rate helps us measure the success of our development programs. As of March 3,
2023, we employed more than 170,000 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 2022, more than 70% of store managers and thousands of additional employees,
including several members of our senior leadership, have been promoted from within our organization.
Retain
We strive to create an environment where our employees feel respected, safe, empowered, and valued. We
regularly monitor retention and engagement levels across the organization 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 Governmental 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;
information security and privacy; labor and employment; employee wages and benefits; health and safety; real
property; public accommodations; anti-bribery; financial reporting and disclosure; pricing; antitrust and fair
competition; anti-money laundering; transportation; imports and customs; intellectual property; taxes; and
environmental compliance.
We routinely incur significant compliance related costs, both direct and indirect, including investments in
store standards and labor such as our approximately $100 million investment planned for 2023, which we believe to
be material. Although we can make no guarantees that other future such costs will not be material, to date, other than
the investment referenced above, compliance with these laws, rules and regulations has not had a material 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/or local minimum wage rates/salary levels were to increase
significantly and/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 “Item 1A. Risk Factors” for additional information
regarding government regulations that could impact our business.
Available 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. We file with or furnish to the Securities and
Exchange Commission (the “SEC”) annual reports on Form 10-K, quarterly reports on Form 10-Q, 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://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://www.sec.gov.
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2022 Form 10-K
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. We 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 Competitive Risks
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/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; inflation; pandemics (such as the COVID-19
pandemic); higher fuel, energy, healthcare and housing costs; higher interest rates, consumer debt levels, and tax
rates; lack of available credit; tax law changes that negatively affect credits and refunds; and decreases in, or
elimination of, government assistance programs or subsidies such as unemployment, food/nutrition assistance
programs, and economic stimulus payments.
Many of the economic factors listed above, as well as commodity rates; transportation, lease and insurance
costs; wage rates (including the heightened possibility of increased federal, state and/or local minimum wage rates);
foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade
(including increased import duties or tariffs); changes in applicable laws and regulations (including tax laws related
to the corporate tax rate); 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.
Inflation in the United States rose significantly in 2022, primarily believed to be the result of the economic
impacts from the COVID-19 pandemic, including the global supply chain disruptions, strong economic recovery and
associated widespread demand for goods, and government stimulus packages, among other factors. While we
believe the growth rate of inflation is beginning to moderate, if inflation continues to increase, we may not be able to
adjust prices sufficiently to offset the effect without negatively impacting customer demand or our gross margin.
Additionally, to the extent that these inflationary pressures result in a recessionary environment, we may experience
material adverse effects on our business, results of operations and cash flows.
Our plans depend significantly on strategies, initiatives and investments 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.
We have short-term and long-term strategies, initiatives and investments (such as those relating to
merchandising, real estate and new store development, international expansion, store formats and concepts, digital,
marketing, health services, shrink, damages, sourcing, private brand, inventory management, supply chain, private
fleet, 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
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offsetting factors that can influence results adversely. The number and diverse geographic locations of our stores and
distribution centers and our decentralized 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. Despite these initiatives, since the first quarter of 2022, we have experienced a sales mix trend
reversion from non-consumables to consumables exceeding pre-pandemic levels.
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 new point of sale software, continued customer interest in 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. We
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.
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.
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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; the absence of entitlement process, permitting or occupancy delays, including zoning 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; supply chain volatility resulting in delivery delays, and in some cases, lack of
availability of store equipment, building materials, and store merchandise for resale; 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; and general economic conditions. While we continued to
experience certain of these factors at heightened levels in 2022, 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. However, if the levels which we have experienced escalate 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.
We 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 and damages may negatively affect our results of operations and financial
condition.
We experience significant inventory shrinkage and damages. Although some level of inventory shrinkage
and damages is an unavoidable cost of doing business, higher rates of inventory shrinkage and damages or increased
security or other costs to combat inventory theft could adversely affect our results of operations and financial
condition. During 2022, our inventory shrink levels returned to pre-COVID-19 levels, and higher damages also
impacted our results. There can be no assurance that we will be successful in our efforts to contain or reduce
inventory shrinkage and damages.
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 53% of our total assets exclusive of goodwill, operating
lease assets, and other intangible assets as of February 3, 2023. Efficient inventory management is a key component
of our business success and profitability. We 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 or damages. 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. We continue to
focus on ways to reduce these risks, but we cannot make assurances that we will be successful in our inventory
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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. We 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. While 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 unauthorized 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 tensions involving
China and the conflict between Russia and Ukraine, there is an increased likelihood that escalation of tensions could
result in cyberattacks that could 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; computer malware, ransomware, bots, or other destructive or disruptive
software; 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.
Because 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; procuring a
replacement vendor if one of our current vendors is unable to fulfill its obligations to us due to a cyberattack or
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.
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2022 Form 10-K
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.
We 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; phishing; denial of
service; and application, network or system vulnerability exploitation), software upgrade failures or code defects,
natural disasters and human error. Due to the political tensions involving China and the conflict between Russia and
Ukraine, 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.
We 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. We rely on third parties to maintain and periodically upgrade many of these systems so that they can
continue to support our business. We license the software programs supporting many of our systems from
independent software developers. The inability or failure 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 operation, inhibit our ability to innovate, 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.
We rely on our distribution and transportation network to provide goods to our stores timely and
cost-effectively. Using 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. In 2022, we
experienced increased fuel costs; inventory receipt and delivery delays; earlier than expected receipt of seasonal
inventory leading to capacity constraints that were exacerbated by unexpected delays in acquiring additional
temporary warehouse space sufficient for our inventory needs; and increases in transportation costs (including
increased import freight costs and carrier and driver wages) as a result of capacity rightsizing, port congestion, and
labor shortages. These challenges resulted in materially higher than anticipated supply chain costs in 2022, including
detention fees incurred for delays in returning shipping containers, higher temporary storage and transportation costs
and labor, which in turn, had a material adverse impact on our business, results of operations, and financial
condition. 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.
We maintain a network of distribution facilities and are moving forward with plans to build or lease new
facilities (including temperature-controlled distribution centers) to support our growth objectives and strategic
initiatives. Delays in opening such facilities could adversely affect our financial performance by slowing store
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growth (including accelerated pOpshelf store growth plans) or the rollout/development of certain strategic
initiatives, which may in turn reduce revenue growth and/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: availability of temperature-controlled distribution centers and refrigerated transportation
equipment; shortages of materials or skilled labor; work stoppages; unforeseen construction, scheduling,
engineering, environmental or geological problems; weather interference; fires or other casualty losses; 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.
We 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 2022,
our two largest suppliers accounted for approximately 10% 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.
We directly imported approximately 9% of our purchases (measured at cost) in 2022, 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, political tensions involving China and the current conflict between Russia and
Ukraine), 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, 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.
While we are working to diversify our sources of imported goods to include Southeast Asia, India, South
America and Mexico, a substantial amount of our imported merchandise comes from China, and thus, a change in
the Chinese leadership, the effects of pandemic outbreaks, economic and market conditions, internal economic
stimulus actions, or currency or other policies, as well as trade and other relations between China and the United
States and increases in costs of labor, could negatively impact our merchandise costs. In addition, the United 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.
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2022 Form 10-K
Natural disasters and unusual or extreme 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 or extreme weather conditions, pandemic outbreaks or other health crises (for example, the
COVID-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 political
tensions involving China and the current conflict between Russia and Ukraine) 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. For example, in 2022, Winter Storm Elliott had a significant impact on our fourth quarter
results because of lost sales, increased damages and increased markdowns. 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, as well as regulatory efforts
related thereto, 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. We also use natural gas, diesel fuel and gasoline and electricity in our
operations, all of which could face increased regulation relating to 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.
We 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.
We 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
2022
Form 10-K
17
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.
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. However, 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 sizable 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 to cover insurable losses
resulting from, for example, fires and storms, 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 self-insured 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, including employee safety 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/or local minimum wage rates/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, employee safety issues, employee expectations and productivity, 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 unionizes, or
attempts to unionize, 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 organizing. 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 or our inability to enforce non-compete agreements that we have in place with our
management personnel could adversely affect our operations.
18
2022 Form 10-K
Our private brands may not be successful in improving our gross profit rate at our expected levels 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. Broad market acceptance of our private brands depends on many factors, including pricing,
quality, customer perception, and timely development and introduction of new products. We cannot give assurance
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; disruptions in raw
material and finished product supply and distribution chains; inability to successfully protect our proprietary rights;
claims related to the proprietary rights of third parties; 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 or energy 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. For example, in 2022, Winter Storm Elliott had a significant impact on
our fourth quarter results, specifically lost sales and higher than anticipated damages and markdowns.
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, even if
unfounded, with ethical, social, product, labor, data privacy, consumer protection, safety, environmental and other
applicable standards could jeopardize our reputation and potentially lead to various adverse consumer, shareholder
or non-governmental organization (NGO) actions, litigation and governmental investigations and/or require a costly
response. 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. Any
failure, or perceived failure, to meet any of our published ESG-related aspirations or goals, which is often outside of
our control, could adversely affect public perception of our business, employee morale or customer or shareholder
support. 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.
We 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, orders, policies and related interpretations and enforcement
practices, particularly those dealing with the sale of products, including without limitation, product and food safety,
2022
Form 10-K
19
marketing, labeling or pricing; information security and privacy; labor and employment; employee wages and
benefits; health and safety; imports and customs; taxes; bribery; climate change; and environmental compliance,
may significantly increase our expenses or require extensive system and operating changes that could materially
increase our cost of doing business. In 2023, we plan to invest approximately $100 million, which we believe to be
material, in our stores, primarily in the form of labor, to enhance store standards, our compliance efforts and the
employee and customer experience. Violations 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, or in the case of the recently enacted
stock buyback excise tax, our cash flows. Furthermore, significant and/or rapid increases to federal, state and/or
local minimum wage rates/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 hazardous 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 requirements 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, derivative actions, multi-district litigation, and governmental investigations and 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.
U.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.
20
2022 Form 10-K
Financial and Capital Market Risks
Deterioration in market conditions or changes in our credit profile could adversely affect our business
operations and financial condition.
We 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 increases, may increase the cost of financing or restrict our access to these potential sources of
future liquidity. In 2022, as interest rates rose, our interest expense rose as well. There continues to be market
uncertainty, which could result in further increases in our cost of borrowing. 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. We can 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 March 3, 2023, we operated 19,147 retail stores, including those located in 47 U.S. states as listed in
the table below, and one store in Mexico.
Number of Stores State
State
Alabama . . . . . . . . . . . . .
Arizona . . . . . . . . . . . . . .
Arkansas . . . . . . . . . . . . .
California . . . . . . . . . . . .
Colorado . . . . . . . . . . . . .
Connecticut . . . . . . . . . . .
Delaware . . . . . . . . . . . . .
Florida . . . . . . . . . . . . . . .
Georgia . . . . . . . . . . . . . .
Idaho . . . . . . . . . . . . . . . .
Illinois . . . . . . . . . . . . . . .
Indiana. . . . . . . . . . . . . . .
Iowa . . . . . . . . . . . . . . . . .
Kansas . . . . . . . . . . . . . . .
Kentucky . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . .
Maine . . . . . . . . . . . . . . .
Maryland . . . . . . . . . . . . .
Massachusetts . . . . . . . . .
Michigan . . . . . . . . . . . . .
Minnesota . . . . . . . . . . . .
Mississippi . . . . . . . . . . .
Missouri . . . . . . . . . . . . .
Nebraska . . . . . . . . . . . . .
907 Nevada
137 New Hampshire
528 New Jersey
259 New Mexico
72 New York
86 North Carolina
51 North Dakota
1,030 Ohio
1,059 Oklahoma
6 Oregon
659 Pennsylvania
669 Rhode Island
310 South Carolina
268 South Dakota
702 Tennessee
643 Texas
67 Utah
166 Vermont
55 Virginia
696 Washington
206 West Virginia
621 Wisconsin
634 Wyoming
146
Number of Stores
21
45
186
119
575
1,035
66
977
527
85
914
25
644
77
953
1,802
11
39
470
38
285
260
15
2022
Form 10-K
21
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. We also have stores subject to shorter-term leases, and many of these leases have renewal options.
As of March 3, 2023, we operated 19 distribution centers for non-refrigerated products, 10 cold storage
distribution centers, and two combination distribution centers which have both refrigerated and non-refrigerated
products. We lease 14 of these facilities and the remainder are owned. We have a total of 20.5 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. We also leased approximately 4.8 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 in
Goodlettsville, Tennessee.
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 24, 2023 is set forth below. Each of our
executive officers serves at the discretion of our Board of Directors and is elected annually by the Board to serve
until a successor is duly elected or their earlier resignation or termination. There are no familial relationships
between any of our directors or executive officers.
Name
Jeffery C. Owen . . . . . . . . . .
Todd J. Vasos . . . . . . . . . . . .
John W. Garratt . . . . . . . . . .
Kathleen A. Reardon . . . . . .
Steven G. Sunderland . . . . .
Emily C. Taylor . . . . . . . . . .
Rhonda M. Taylor . . . . . . . .
Carman R. Wenkoff . . . . . . .
Antonio Zuazo . . . . . . . . . . .
Anita C. Elliott . . . . . . . . . . .
Age
53
61
54
51
59
47
55
55
51
58
Position
Chief Executive Officer and Director
Senior Advisor and Director
President and Chief Financial Officer
Executive Vice President and Chief People Officer
Executive Vice President, Store Operations
Executive Vice President and Chief Merchandising Officer
Executive Vice President and General Counsel
Executive Vice President and Chief Information Officer
Executive Vice President, Global Supply Chain
Senior Vice President and Chief Accounting Officer
Mr. Owen has served as our Chief Executive Officer and as a member of our Board of Directors since
November 2022. He previously served as our Chief Operating Officer from August 2019 to November 2022. He
returned to Dollar General in June 2015 as Executive Vice President of Store Operations, with over 21 years of
previous employment experience with the Company, including Senior Vice President, Store Operations
(August 2011 to July 2014); Vice President, Division Manager (March 2007 to July 2011); Retail Division Manager
(November 2006 to March 2007); and various other operations roles of increasing importance and responsibility. He
began his employment at Dollar General in December 1992. Mr. Owen served as a director of Kirkland’s Inc. from
March 2015 to September 2022.
Mr. Vasos served as our Chief Executive Officer from June 2015 to November 2022 when he transitioned
to Senior Advisor. He has served as a member of our Board of Directors since June 2015. He joined Dollar General
in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer and was
22
2022 Form 10-K
promoted to Chief Operating Officer in November 2013 and to Chief Executive Officer in June 2015. As previously
announced, Mr. Vasos plans to retire from Dollar General effective April 2, 2023, but will remain on our Board.
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.
Mr. Garratt has served as President and Chief Financial Officer since September 2022. As previously
announced, Mr. Garratt plans to retire from Dollar General effective June 2, 2023. He joined Dollar General in
October 2014 as Senior Vice President, Finance & Strategy, and subsequently served as Interim Chief Financial
Officer from July 2015 to December 2015, and as Executive Vice President and Chief Financial Officer from
December 2015 to September 2022. Mr. Garratt previously held various positions of increasing responsibility in
corporate strategy and financial planning with Yum! Brands, Inc., one of the world’s largest restaurant companies,
between May 2004 and October 2014, including Vice President, Finance and Division Controller for the KFC
division and earlier for the Pizza Hut division and for Yum Restaurants International (October 2013 to October
2014); 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; and various
other financial positions. He 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 Humana Inc. since February 2020.
Ms. Reardon has served as Executive Vice President and Chief People Officer since August 2020. She
joined Dollar General as Director, Human Resources in September 2009 and was promoted to Vice President, Talent
Management in October 2012. She became Vice President, Retail Human Resources in October 2014 and was
promoted to Senior Vice President, Human Resources in March 2019 and to Senior Vice 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 Human 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 Human Resources from August 2003 until August 2005, and was also a Career
Consultant at the Darden Graduate School of Business Administration, University of Virginia, from August 2001
until August 2003.
Mr. Sunderland has served as Executive Vice President, Store Operations, since August 2019. He joined
Dollar General as Senior Vice President, Store Operations, in September 2014. Mr. Sunderland previously served as
Senior Vice President, Retail Operations, of Office Depot, Inc. (November 2013 to January 2014); Senior Vice
President, Retail Operations, of OfficeMax Incorporated (May 2012 to November 2013); Chief Operating Officer of
Bally Total Fitness Holding Corporation (2011 to April 2012); and World 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 Vice President of Strategic Operations for Sears Holdings Corporation from 2007 until 2009.
Ms. E. Taylor has served as Executive Vice 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 Vice President, Pricing & Merchandise Data Optimization in March 2011. She served as Vice President,
Merchandising Operations (March 2012 to April 2014) and was subsequently promoted to Senior Vice President,
General Merchandise Manager in April 2014. She most recently served as Senior Vice President, Channel
Innovation (September 2019 to September 2020).
Ms. R. Taylor has served as Executive Vice 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, Vice President and Assistant General Counsel in March 2010,
and Senior Vice President and General Counsel in June 2013. Prior to joining Dollar General, she practiced law
2022
Form 10-K
23
with Ogletree, Deakins, Nash, Smoak & Stewart, P.C., where her practice was focused on labor law and
employment litigation. She has also held attorney positions with Ford & Harrison LLP.
Mr. Wenkoff has served as Executive Vice President and Chief Information Officer since July 2017. He
previously served as the Chief Information Officer (May 2012 to June 2017) and Chief Digital Officer (June 2016 to
June 2017) of Franchise World Headquarters, 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. He
owned a Subway franchise from July 2015 until October 2017. He also previously served as Chairman of the Board
and Co-President of Retail Gift Card Association (February 2008 to May 2012); Deputy Chief Information Officer
for Independent Purchase Cooperative, Inc. (May 2005 to May 2012) and President of its subsidiary, Value Pay
Services LLC (May 2005 to February 2011); founder and President of Stored Value Management, Inc.
(January 2004 to May 2005); and Vice President, Operations and Finance, and General Counsel of Ontain
Corporation (January 2000 to December 2004). Mr. Wenkoff began his career in 1993 as an articled student, and
then attorney with Douglas Symes & Brissenden and served in various legal positions, including General Counsel,
with Pivotal Corporation from 1997 to 2000.
Mr. Zuazo has served as Executive Vice President, Global Supply Chain since April 2021. He joined
Dollar General as Senior Director, Inventory and Planning Systems in May 2010, became Vice President, Inventory
and Demand Management in February 2013, and was promoted to Senior Vice President, Inventory and
Transportation in August 2018. Prior to joining Dollar General, Mr. Zuazo served as Director of Pricing Strategy 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. Zuazo 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 Vice President and Chief Accounting Officer since December 2015. She
joined Dollar General as Senior Vice President and Controller in August 2005. Prior to joining Dollar General, she
served as Vice President and Controller of Big Lots, Inc. from May 2001 to August 2005, where she was responsible
for accounting operations, financial reporting and internal audit. Prior to serving at Big Lots, she served as Vice
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 & Young LLP.
24
2022 Form 10-K
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March 22,
2023, there were approximately 2,747 shareholders of record of our common stock.
Dividends
We have paid quarterly cash dividends since 2015. Our Board of Directors most recently increased the
amount of the quarterly cash dividend from $0.55 to $0.59 beginning with the dividend payable on April 25, 2023.
While our Board of Directors currently expects to continue regular quarterly cash dividends, the declaration and
amount of future cash dividends are subject to the Board’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
Board may deem relevant in its sole discretion.
Issuer Purchases of Equity Securities
The following table contains information regarding purchases of our common stock made during the
quarter ended February 3, 2023 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
10/29/22-11/30/22 . . . . . . . . .
12/01/22-12/31/22 . . . . . . . . .
01/01/23-02/03/23 . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . .
Total Number
of Shares
Purchased
Average
Price Paid
per Share
Total Number
of Shares
Purchased
as Part of Publicly
Announced Plans
or Programs(a)
Approximate
Dollar Value
of Shares that May
Yet Be Purchased
Under the Plans
or Programs(a)
—
3,200,346
1,301,273
4,501,619
$
$
$
$
—
245.64
245.93
245.73
—
3,200,346
1,301,273
4,501,619
$
$
$
$
2,487,795,000
1,701,653,000
1,381,631,000
1,381,631,000
(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 Board of Directors. The
program was most recently amended on August 24, 2022 to increase the repurchase authorization by
$2.0 billion, bringing the cumulative total value of authorized share repurchases under the program since its
inception to $16.0 billion. Under the authorization, 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 authorization has no expiration date.
ITEM 6. RESERVED
Not applicable.
2022
Form 10-K
25
ITEM 7. MANAGEMENT’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.
Executive Overview
We are the largest discount retailer in the United States by number of stores, with 19,147 stores located in
47 U.S. states and Mexico as of March 3, 2023, with the greatest concentration of stores in the southern,
southwestern, midwestern and eastern United States. Our first store in Mexico opened in February of 2023. We 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. We offer our customers these
national brand and private brand products at everyday low prices (typically $10 or less) in our convenient small-box
locations.
We 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. We are mindful that the majority of our customers are value-conscious, and many have low and/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 U.S. and global trade policy, and changes to
certain government assistance programs (including cost of living adjustments), such as the Supplemental Nutrition
Assistance Program (“SNAP”), unemployment benefits, and economic stimulus payments. Additionally, our
customers are impacted by increases in those expenses that generally comprise a large portion of their household
budgets, such as rent, healthcare, energy and fuel prices, as well as cost inflation in frequently purchased household
products (including food), such as that which we have continued to experience as further discussed below. Finally,
significant unseasonable or unusual weather patterns or extreme weather, such as that discussed below, can impact
customer shopping behaviors.
We 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.
We 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 pricing and markdown optimization, effective category
management, distribution and transportation efficiencies, private brands penetration, global sourcing, and inventory
shrink and damage reduction initiatives. Several of our strategic and other sales-driving initiatives are also designed
to capture growth opportunities and are discussed in more detail below.
During the second half of 2022, we experienced higher inventory damages and shrink than we anticipated.
We believe these increases are due to multiple factors, including the challenging macroeconomic environment,
materially higher inventory levels, and, as to damages, Winter Storm Elliott in December. In addition, we believe
some portion of the increase in damages is a residual impact of the warehouse capacity constraints and associated
store and supply chain inefficiencies we faced, which are discussed in more detail below. While we anticipate shrink
and damages may continue to pressure our results through the first half of 2023, we believe we are taking actions
that we believe will reduce the impact of these challenges to our business as we move throughout the year.
26
2022 Form 10-K
Historically, 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 2020 or the first quarter of 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. Beginning in the second quarter of 2021
and continuing thereafter, we began to see reversion toward the historical mix trends. We continue to expect sales
mix challenges to persist as the mix trend reversion toward consumables returned to pre-pandemic levels in the
fourth quarter of 2021 and has exceeded pre-pandemic levels since the first quarter of 2022. Several of our
initiatives, including certain of those discussed below, are intended to address these mix challenges; however, there
can be no assurances that these efforts will be successful.
In 2022, we saw continued growth in average transaction amount, which was driven primarily by inflation,
and we believe, to a lesser degree, our merchandising efforts. In the second and third quarters of 2022, we
experienced a slight to modest increase in customer traffic, respectively. In addition, although we believe our sales
growth in the first half of 2022 was negatively impacted by the global and domestic supply chain challenges and
disruptions discussed further below, primarily in the form of lower merchandise in-stock levels in our stores, we
have seen some improvement in our in-stock levels and in the global supply chain environment. However, in the
second half of 2022, we experienced what we believe to be temporary warehouse capacity constraints and
inefficiencies within our internal supply chain, including unanticipated temporary delays in opening or securing
additional storage facilities, all of which is discussed further below.
We continue to implement and invest in certain strategic initiatives that we believe will help drive
profitable sales growth with both 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 the majority of our stores, and we 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. We have completed the rollout in the vast majority of our Dollar General stores.
Additionally, we are continuing to grow the footprint of 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 décor, health and beauty, home cleaning supplies, and party and entertainment
goods. At the end of fiscal 2022, we operated 140 standalone pOpshelf locations and 40 pOpshelf store-within-a-
store concepts within existing Dollar General Market stores. We believe this concept represents a significant growth
opportunity and are targeting nearly 300 standalone pOpshelf stores by the end of fiscal 2023, and approximately
1,000 stores by the end of fiscal 2025.
Our “DG Fresh” initiative, a self-distribution model for frozen and refrigerated products that is designed to
reduce product costs, enhance item assortment, improve our in-stock position, and enhance sales, has positively
contributed to our sales performance since we completed the initial rollout in the second quarter of 2021, driven by
higher in-stock levels and the introduction of new products in select stores. DG Fresh now wholly or partially serves
essentially all stores across the chain and has benefitted gross profit through improved initial markups on inventory
purchases, which were partially offset by increased distribution and transportation costs. Moving forward, we plan
to focus on additional optimization of the distribution footprint and product assortment within DG Fresh to further
drive profitable sales growth.
2022
Form 10-K
27
We also have a health initiative, branded as “DG Well Being”, with the goal of increasing access to basic
healthcare products, and ultimately services over time, particularly in rural communities. The initial focus of this
initiative is a significantly expanded health product assortment in certain stores, primarily those in our larger
formats.
To support our other operating priorities, we remain focused on capturing growth opportunities. In fiscal
2022, we opened a total of 1,039 new stores, remodeled 1,795 stores, and relocated 127 stores. In fiscal 2023, we
plan to open approximately 1,050 new stores in the United States (including any pOpshelf stores), remodel
approximately 2,000 stores, and relocate approximately 120 stores, for a total of 3,170 real estate projects. We
opened our first store in Mexico in the first quarter of fiscal 2023. Our goal is to operate approximately 20 stores in
Mexico by the end of 2023, all of which would be incremental to our planned 1,050 new store openings.
We continue to innovate within our channel and utilize the most productive of our various Dollar General
store formats based on the specific market opportunity. We expect store format innovation to allow us to capture
additional growth opportunities within our existing markets. We are now using two 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 size, to continue as 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; an extended queue line;
and a broader product assortment, including the non-consumable initiative, a larger health and beauty section, and
produce in select stores. We 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.
We 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. We 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.
We are continuing to deploy “Fast Track,” an initiative aimed at further enhancing our convenience
proposition and in-stock position as well as creating labor efficiencies within our stores. The completed portion of
the first phase of Fast Track involved sorting process optimization within our non-refrigerated distribution centers,
as well as increased shelf-ready packaging, to allow for greater store-level stocking efficiencies, while the current
focus involves adding a self-checkout option, which we now have in the majority of our stores. 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.
To further optimize our cost structure and facilitate greater operational control within our supply chain, we
more-than-doubled the size of our private tractor fleet in 2022 to more than 1,600 tractors. We plan to continue
expanding the size of our fleet to drive additional savings, and our goal is to have more than 2,000 tractors in the
fleet by the end of fiscal 2023.
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/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. In 2023,
we plan to make an investment of approximately $100 million to further enhance our store standards and compliance
efforts as well as the customer and associate experience in our stores, primarily through incremental labor hours. We
believe these investments will also elevate consistency of experience in our stores, and amplify the potential of our
strategic initiatives, while driving greater on-shelf availability and market share gains.
In addition, we have experienced challenges such as increased costs and disruptions in our business as a
result of various global events, including the COVID-19 pandemic and its associated impacts. Such challenges
include incremental transportation, distribution, and payroll costs, as well as supply chain disruptions. While we
have begun to see some improvement in the overall global supply chain environment, we experienced some
28
2022 Form 10-K
unanticipated delays in acquiring additional temporary warehouse space sufficient for our inventory needs, which
caused delays and inefficiencies within our internal supply chain in the second half of fiscal 2022. These challenges
resulted in materially higher than anticipated supply chain costs, including detention fees incurred for delays in
returning shipping containers and higher temporary storage and transportation costs and labor. We have made
significant progress in acquiring additional temporary and permanent warehouse capacity and plan to add a
significant amount of additional warehouse capacity in fiscal 2023. We believe these additional facilities will
support greater efficiencies throughout our supply chain.
In addition, while we believe the growth rate of inflation is beginning to moderate, we expect continued
inflationary pressures in the near term due to higher input costs and that higher energy and fuel prices will continue
to affect us as well as our vendors and customers, resulting in higher commodity, transportation and other costs,
including product costs, all of which may result in continued pressure to our operating results. To the extent that
these inflationary pressures result in a recessionary environment, we may experience adverse effects on our
business, results of operations and cash flows. Certain of our initiatives and plans are intended to help offset these
inflation-driven challenges; however, they are somewhat dependent on the scale and timing of any increased costs,
among other factors. There can be no assurance that our mitigation efforts will be successful. Moreover, recent
increases in market interest rates have had a negative impact on our interest expense, both with respect to issuances
of commercial paper notes and other indebtedness.
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 2022, and our Board of Directors recently increased the quarterly cash dividend, beginning with
the dividend to be paid on or before April 25, 2023. We expect to continue our share repurchase activity and to pay
quarterly cash dividends for the foreseeable future, subject to Board discretion and approval.
During the fourth quarter of 2022, Winter Storm Elliott significantly impacted our operations during the
month of December, resulting in negative impacts to customer traffic, sales growth and associated gross margin, as
well as incremental damages and repairs and maintenance expense.
We utilize 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
our stores that were open at least 13 full fiscal months and remain open at the end of the reporting period. We
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. We use these measures to maximize profitability and for decisions
about the allocation of resources.
2022
Form 10-K
29
A continued focus on our four operating priorities as discussed above, and other impacts as discussed
below, resulted in the following overall operating and financial performance in 2022 as compared to 2021. Basis
points, as referred to below, are equal to 0.01% as a percentage of net sales.
• Net sales in 2022 increased 10.6% over 2021. Sales in same-stores increased 4.3%, primarily due to an
increase in average transaction amount. Average sales per square foot in 2022 were $273, including a
$5 contribution from the 53rd week.
• The gross profit rate decreased by 37 basis points due primarily to an increased LIFO provision and a
greater proportion of lower margin consumables sales.
• SG&A as a percentage of sales increased by 25 basis points primarily due to increases in utilities, retail
labor, and repairs and maintenance.
• Operating profit increased 3.3% to $3.33 billion in 2022 compared to $3.22 billion in 2021.
•
Interest expense increased by $53.7 million in 2022 primarily due to higher average borrowings and
higher interest rates.
• The change in the effective income tax rate to 22.5% in 2022 from 21.7% in 2021 was primarily due to
decreased income tax benefits associated with stock-based compensation compared to 2021.
• We reported net income of $2.42 billion, or $10.68 per diluted share, for 2022 compared to net income
of $2.40 billion, or $10.17 per diluted share, for 2021.
• We generated approximately $1.98 billion of cash flows from operating activities in 2022, a decrease
of 30.8% compared to 2021.
•
Inventory turnover was 4.0 times, and inventories increased 14.3% on a per store basis compared to
2021.
• We repurchased approximately 11.6 million shares of our outstanding common stock for $2.7 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 2022, 2021, and 2020, which represent
fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively. Our fiscal year ends on
the Friday closest to January 31. Fiscal year 2022 was a 53-week accounting period and fiscal years 2021 and 2020
were 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.
30
2022 Form 10-K
The following table contains results of operations data for fiscal years 2022, 2021 and 2020, and the dollar
and percentage variances among those years.
2022
4,182.8
(amounts in millions, except
per share amounts)
Net sales by category:
Consumables . . . . . . . . . . . . . . . . . . . . $ 30,155.2
% of net sales . . . . . . . . . . . . . . . . . . . .
Seasonal . . . . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Home products . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Apparel . . . . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Net sales . . . . . . . . . . . . . . . . . . . . . . . . $ 37,844.9
Cost of goods sold . . . . . . . . . . . . . . . .
26,024.8
% of net sales . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative
11,820.1
1,174.4
2,332.4
3,328.3
8,491.8
expenses . . . . . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Operating profit . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Other (income) expense . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . .
% of net sales . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . $ 2,416.0
% of net sales . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . $
3,116.6
700.6
0.4
31.23 %
22.44 %
8.79 %
211.3
0.56 %
0.00 %
2021
2020
Change Change Change Change
2022 vs. 2021
Amount %
2021 vs. 2020
Amount %
$ 26,258.6
$ 25,906.7
$ 3,896.6
14.8 % $ 351.9
1.4 %
79.68 %
11.05 %
6.16 %
3.10 %
76.73 %
76.77 %
4,182.2
4,083.7
0.6
0.0
98.5
2.4
12.22 %
12.10 %
2,322.4
2,210.0
10.0
0.4
112.4
5.1
6.79 %
6.55 %
1,457.3
1,546.6
(282.9)
(19.4)
(89.2)
(5.8)
4.26 %
4.58 %
$ 34,220.4
23,407.4
$ 33,746.8
23,028.0
$ 3,624.4
2,617.3
10.6 % $ 473.6
379.5
11.2
1.4 %
1.6
68.77 %
68.40 %
68.24 %
10,813.0
10,718.9
1,007.1
9.3
94.1
0.9
31.60 %
31.76 %
7,592.3
7,164.1
899.5
11.8
428.2
6.0
22.19 %
21.23 %
3,220.7
3,554.8
107.6
3.3
(334.1)
(9.4)
9.41 %
157.5
0.46 %
—
0.00 %
10.53 %
150.4
0.45 %
—
0.00 %
53.7
34.1
7.1
4.7
0.4
—
—
—
3,063.1
3,404.4
53.5
1.7
(341.2)
(10.0)
10.09 %
749.3
36.7
5.5
(85.4)
(11.4)
8.24 %
1.85 %
8.95 %
663.9
1.94 %
6.38 %
$
10.68
7.01 %
$
10.17
$ 2,399.2
$ 2,655.1
2.22 %
$
7.87 %
$
10.62
16.8
0.7 % $ (255.8)
(9.6)%
0.51
5.0 % $ (0.45)
(4.2)%
Net Sales. The net sales increase in 2022 was primarily due to sales from new stores, and an increase in
same-store sales of 4.3% compared to 2021, partially offset by the impact of store closures. In 2022, our 17,886
same-stores accounted for sales of $35.3 billion. The increase in same-store sales reflects an increase in average
transaction amount which was driven by higher average item retail prices as a result of higher inflation, partially
offset by a decline in customer traffic. Same-store sales decreased in each of our product categories except
consumables, with the largest percentage decrease in the apparel category. Net sales for the 53rd week of 2022
totaled $678.1 million.
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.
Gross Profit. In 2022, gross profit increased by 9.3%, and as a percentage of net sales decreased by
37 basis points to 31.2% compared to 2021. A greater LIFO provision which was driven by higher product costs, a
higher proportion of lower margin consumables sales, and increases in inventory markdowns, damages and shrink
each contributed to the decrease in the gross profit rate. These factors were partially offset by higher inventory
markups and improvements in transportation costs.
2022
Form 10-K
31
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.
SG&A. SG&A as a percentage of net sales was 22.4% in 2022 compared to 22.2% in 2021, an increase of
25 basis points. The primary expenses that were higher as a percentage of net sales in 2022 were utilities, retail
labor, and repairs and maintenance, partially offset by incentive compensation expenses and store occupancy costs.
SG&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 amortization, employee benefits, utilities, and workers’ compensation and general liability
expenses, partially offset by reductions in discretionary employee bonus and other miscellaneous COVID-related
expenses and incentive compensation expenses.
Interest Expense. Interest expense increased $53.7 million to $211.3 million in 2022 compared to 2021 and
increased $7.1 million to $157.5 million in 2021 compared to 2020 primarily due to higher outstanding borrowings
and higher interest rates. 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 2022 was 22.5% compared to a rate of 21.7% for 2021
which represents a net increase of 0.8 percentage points. The effective income tax rate was higher in 2022 primarily
due to decreased income tax benefits associated with stock-based compensation compared to 2021.
The effective income tax rate for 2021 was 21.7% compared to a rate of 22.0% for 2020 which represents a
net decrease of 0.3 percentage points. The effective income tax rate was lower in 2021 primarily due to increased
income tax benefits associated with federal tax credits partially offset by a higher state effective tax rate compared to
2020.
Effects of Inflation
In 2022 and 2021, we experienced increases in product costs due in part to higher rates of inflation,
particularly to the global supply chain as well as our own internal supply chain. In 2022, higher rates of inflation
affected the costs of building materials and certain of our other capital costs.
Liquidity and Capital Resources
Current Financial Condition and Recent Developments
During the past three years, we have generated an aggregate of approximately $8.7 billion in cash flows
from operating activities and incurred approximately $3.7 billion in capital expenditures. During that period, we
expanded the number of stores we operate by 2,826, representing growth of approximately 17%, and we remodeled
or relocated 5,554 stores, or approximately 34% of the stores we operated as of the beginning of the three-year
period. In 2023, we intend to continue our current strategy of pursuing store growth, remodels and relocations.
At February 3, 2023, we had a $2.0 billion unsecured revolving credit agreement (the “Revolving
Facility”), $750.0 million 364-day unsecured revolving credit facility (the “364-Day Revolving Facility”),
$5.4 billion aggregate principal amount of senior notes, and a commercial paper program that may provide
borrowing availability of up to $2.0 billion. At February 3, 2023, we had total consolidated outstanding debt
(including the current portion of long-term obligations) of $7.0 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
32
2022 Form 10-K
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.
We believe our cash flow from operations, and our existing cash balances, combined with availability
under the Revolving Facility, 364-Day 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.
However, 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 2023, we anticipate potential combined borrowings under the Revolving Facility, 364-Day
Revolving Facility, and CP Notes to be a maximum of approximately $2.0 billion outstanding at any one time,
including any anticipated borrowings to fund repurchases of common stock.
Revolving Credit Facilities
Our Revolving Facility 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.
Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin
plus, at our option, either (a) Adjusted Term SOFR (which is Term SOFR (as published by CME Group Benchmark
Administration Limited) plus a credit spread adjustment of 0.10%) or (b) a base rate (which is usually equal to the
prime rate). The applicable interest rate margin for borrowings as of February 3, 2023 was 1.015% for Adjusted
Term SOFR borrowings and 0.015% for base-rate borrowings. We 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 February 3, 2023, the facility fee rate was 0.11%. The applicable interest rate margins for
borrowings, the facility fees and the letter of credit fees under the Revolving Facility are subject to adjustment from
time to time based on our long-term senior unsecured debt ratings.
We entered into the 364-Day Revolving Facility on January 31, 2023, which will expire on January 30,
2024. At February 3, 2023, the 364-Day Revolving Facility had no outstanding borrowings.
Borrowings under the 364-Day Revolving Facility bear interest at a rate equal to an applicable interest rate
margin plus, at our option, either (a) Adjusted Term SOFR (which is Term SOFR (as published by CME Group
Benchmark Administration Limited) plus a credit spread adjustment of 0.10%) or (b) a base rate (which is usually
equal to the prime rate). We are also required to pay a facility fee to the lenders under the 364-Day Revolving
Facility for any used and unused commitments. As of February 3, 2023, the applicable interest rate margin for
Adjusted Term SOFR loans was 1.035% and the facility fee rate was 0.09% per annum. The applicable interest rate
margins for borrowings and the facility fees under the 364-Day Revolving Facility are subject to adjustment from
time to time based on our long-term senior unsecured debt ratings.
The Revolving Facility and the 364-Day Revolving Facility contain a number of customary affirmative and
negative covenants that, among other things, restrict, subject to certain exceptions, our (and our subsidiaries’) ability
to: incur additional liens; sell all or substantially all of the our assets; consummate certain fundamental changes or
change in the our lines of business; and incur additional subsidiary indebtedness. The Revolving Facility and the
364-Day Revolving Facility also contain financial covenants which require the maintenance of a minimum fixed
charge coverage ratio and a maximum leverage ratio. As of February 3, 2023, we were in compliance with all such
covenants. Both facilities also contain customary events of default.
As of February 3, 2023, we had no outstanding borrowings, no outstanding letters of credit, and borrowing
availability of $2.0 billion under the Revolving Facility that, due to our intention to maintain borrowing availability
related to the commercial paper program described below, could contribute liquidity of $0.3 billion. As of February
2022
Form 10-K
33
3, 2023, under the 364-Day Revolving Facility, we had no outstanding borrowings and borrowing availability of
$750 million. At February 3, 2023 we had combined availability under the credit facilities of $1.0 billion. In
addition, we had outstanding letters of credit of $39.7 million which were issued pursuant to separate agreements.
Commercial Paper
We 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. We 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 February 3, 2023, our consolidated balance sheet reflected outstanding unsecured CP
Notes of $1.5 billion. CP Notes totaling $230.8 million were held by a wholly-owned subsidiary and therefore are
not reflected in the consolidated balance sheets.
Senior Notes
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. In
September 2022, we issued $750.0 million aggregate principal amount of 4.25% senior notes due 2024 (the “2024
Senior Notes”), net of discount of $0.7 million, which are scheduled to mature on September 20, 2024,
$550.0 million aggregate principal amount of 4.625% senior notes due 2027 (the “November 2027 Senior Notes”),
net of discount of $0.5 million, which are scheduled to mature on November 1, 2027, $700.0 million aggregate
principal amount of 5.0% senior notes due 2032 (the “2032 Senior Notes”), net of discount of $2.4 million which are
scheduled to mature on November 1, 2032, and $300.0 million aggregate principal amount of 5.50% senior notes
due 2052 (the “2052 Senior Notes”), net of discount of $0.3 million, which are scheduled to mature on November 1,
2052. Collectively, the 2024 Senior Notes, 2025 Senior Notes, 2027 Senior Notes, November 2027 Senior Notes,
2028 Senior Notes, 2030 Senior Notes, 2032 Senior Notes, 2050 Senior Notes, and 2052 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 2027 Senior Notes is payable in cash on April 15 and October 15 of each year. Interest on the 2025
Senior Notes and the 2028 Senior Notes is payable in cash on May 1 and November 1 of each year. Interest on the
2030 Senior Notes and the 2050 Senior Notes is payable in cash on April 3 and October 3 of each year. Interest on
the 2024 Senior Notes is payable in cash on March 20 and September 20 of each year, commencing on March 20,
2023. Interest on the November 2027 Senior Notes, the 2032 Senior Notes and the 2052 Senior Notes is payable in
cash on May 1 and November 1 of each year, commencing on May 1, 2023.
We may redeem some or all of the Senior Notes at any time at redemption prices set forth in the Senior
Indenture. Upon 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. In October 2022 we redeemed $900.0 million aggregate principal amount of
3.25% senior notes due 2023 and incurred a loss on redemption of $0.4 million.
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; 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.
34
2022 Form 10-K
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 “Baa2,” by Moody’s with a stable outlook and “BBB” by Standard &
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; (ii) affect our financing costs; 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.
Future Cash Requirements
The following table summarizes significant estimated future cash requirements under our various
contractual obligations and other commitments at February 3, 2023, in total and disaggregated into current (<1 year)
and long-term (1 or more years) obligations (in thousands):
Contractual obligations
Long-term debt obligations . . . . .
Interest(a) . . . . . . . . . . . . . . . . . . .
Self-insurance liabilities(b) . . . . .
Operating lease obligations . . . . .
Subtotal . . . . . . . . . . . . . . . . . . .
Commercial commitments(c)
Letters of credit . . . . . . . . . . . . . .
Purchase obligations(d) . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . .
Total contractual obligations and
commercial commitments . . . . . . . . .
Total
< 1 year
$ 7,102,596 $ 1,516,478
317,474
136,611
1,675,193
$ 22,499,745 $ 3,645,756
2,385,726
274,160
12,737,264
Payments Due by Period
1 - 3 years
$ 1,278,878
443,478
94,560
3,138,929
5+ years
3 - 5 years
$ 3,128,329
$ 1,178,910
1,264,866
359,908
8,359
34,630
5,271,366
2,651,776
$ 4,955,845 $ 4,225,224 $ 9,672,920
Commitments Expiring by Period
1 - 3 years
3 - 5 years
< 1 year
5+ years
Total
39,838 $
$
2,465,087
39,838
2,409,635
$
$ 2,504,925 $ 2,449,473 $
— $
55,452
55,452 $
— $
—
— $
—
—
—
$ 25,004,670 $ 6,095,229
$ 5,011,297
$ 4,225,224
$ 9,672,920
(a) Represents obligations for interest payments on long-term debt and includes projected interest on variable rate
long-term debt using 2022 yearend rates and balances. Variable rate long-term debt includes the Revolving
Facility (although such facility had a balance of zero as of February 3, 2023), the 364-Day Revolving Facility
(although such facility had a balance of zero as of February 3, 2023), the CP Notes (which had a balance of
$1.5 billion as of February 3, 2023, and which amount is net of $230.8 million held by a wholly-owned
subsidiary), and interest rate swaps being accounted for as fair value hedges.
(b) We 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).
2022 Form 10-K
35
Share Repurchase Program
Our common stock repurchase program had a total remaining authorization of approximately $1.38 billion
at February 3, 2023. The authorization 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 Board 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
In March 2023, the Board of Directors declared a quarterly cash dividend of $0.59 per share which is
payable on or before April 25, 2023 to shareholders of record of our common stock on April 11, 2023. We paid
quarterly cash dividends of $0.55 per share in 2022. Although the Board currently expects to continue regular
quarterly cash dividends, the declaration and amount of future cash dividends are subject to the Board’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 Board may deem relevant in its sole discretion.
Our inventory balance represented approximately 53% of our total assets exclusive of operating lease
assets, goodwill, and other intangible assets as of February 3, 2023. Our ability to effectively manage our inventory
balances can have a significant impact on our cash flows from operations during a given fiscal year as discussed
further below. 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.
We utilize supply chain finance programs whereby qualifying suppliers may elect at their sole discretion to
sell our payment obligations to designated third party financial institutions. While the terms of these agreements are
between the supplier and the financial institution, the supply chain finance financial institutions allow the
participating suppliers to utilize our creditworthiness in establishing credit spreads and associated costs. As of
February 3, 2023, the amount due to suppliers participating in these supply chain finance programs was
$300.9 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 $1.98 billion in 2022,
which represents a $881.3 million decrease compared to 2021. Changes in merchandise inventories resulted in a
$1.7 billion decrease in our working capital in 2022 compared to the decrease of $550.1 million in 2021 as described
in greater detail below. Changes in other noncash losses resulted in a $530.5 million increase as compared to a
$191.0 million increase in 2021 primarily due to an increase in the LIFO provision. Changes in accounts payable
resulted in a $194.7 million decrease in our working capital in 2022 compared to a $98.7 million increase in 2021,
due primarily to the timing of inventory receipts and related payments. Changes in accrued expenses resulted in a
$25.4 million decrease in our working capital in 2022 compared to a $37.3 million decrease in 2021, due primarily
to the timing of accruals and payments for freight, payroll taxes and incentive compensation. Changes in income
taxes in 2022 compared to 2021 are primarily due to the timing of payments for income taxes.
Cash flows from operating activities were $2.87 billion in 2021, which represents a $1.01 billion decrease
compared to 2020. The COVID-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
36
2022 Form 10-K
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.
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 20% in 2022, by 7% in 2021 and by 12% in 2020. The increase in the 2022 period primarily reflects
the impact of product cost inflation, as well as a greater mix of higher-value products, particularly in the home
products and seasonal categories, primarily due to the continued rollout of our non-consumables initiative. Inventory
levels in the consumables category increased by $367.8 million, or 11%, in 2022, decreased by $1.8 million, or 0%,
in 2021, and increased by $455.6 million, or 15% in 2020. The seasonal category increased by $455.5 million, or
42%, in 2022, by $177.8 million, or 20%, in 2021, and by $35.7 million, or 4%, in 2020. The home products
category increased by $315.4 million, or 43%, in 2022, by $230.0 million, or 45%, in 2021, and by $66.3 million, or
15%, in 2020. The apparel category increased by $7.8 million, or 2%, in 2022, decreased by $39.2 million, or 10%,
in 2021, and increased by $12.9 million, or 3%, in 2020.
Cash flows from investing activities. Significant components of property and equipment purchases in 2022
included the following approximate amounts: $589 million for improvements, upgrades, remodels and relocations of
existing stores; $443 million for distribution and transportation-related capital expenditures; $373 million related to
store facilities, primarily for leasehold improvements, fixtures and equipment in new stores; and $62 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 2022, we opened 1,039 new stores and remodeled or relocated
1,922 stores.
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; $268 million for
distribution and transportation-related capital expenditures; $244 million related to store facilities, primarily for
leasehold improvements, fixtures and equipment in new stores; and $44 million for information systems upgrades
and technology-related projects. 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; $271 million for
distribution and transportation-related capital expenditures; $250 million related to store facilities, primarily for
leasehold improvements, fixtures and equipment in new stores; 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.
Capital expenditures during 2023 are projected to be in the range of $1.8 billion to $1.9 billion. We
anticipate funding 2023 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 364-Day Revolving Facility
and/or the issuance of additional senior notes and CP Notes. We plan to continue to invest in store growth and
development of approximately 1,050 new stores and approximately 2,120 stores to be remodeled or relocated.
Capital expenditures in 2023 are anticipated to support our store growth as well as our remodel and relocation
initiatives, including capital outlays for leasehold improvements, fixtures and equipment; the construction of new
stores; costs to support and enhance our supply chain initiatives including new and existing distribution center
facilities and our private fleet; technology initiatives; as well as routine and ongoing capital requirements.
Cash flows from financing activities. During the 2022 period we had proceeds from the issuance of long-
term debt of $2.3 billion, and our repayments of long-term debt totaled $911.3 million. Net commercial paper
borrowings increased by $1.4 billion and we had no borrowings or repayments under the Revolving Facility or the
2022
Form 10-K
37
364-Day Revolving Facility. We repurchased 11.6 million shares of our common stock at a total cost of $2.7 billion
and paid cash dividends of $493.7 million.
In 2021, net commercial paper borrowings increased by $54.3 million. and we had no borrowings or
repayments under the Revolving Facility. We 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 long-term debt 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. We 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.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the
United States (“U.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. We believe these estimates are
reasonable and appropriate. However, 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.
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 Board 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. We use the retail inventory method (“RIM”) to
calculate gross profit and the resulting valuation of inventories at cost, which are computed utilizing a calculated
cost-to-retail inventory ratio to the retail value of sales at an inventory department level. We 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 recognized. These
judgments include ensuring departments consist of similar products, recording estimated shrinkage between physical
inventories, and timely recording of markdowns needed to sell inventory.
We 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. We 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.
We perform physical inventories in a significant majority of our stores on an annual basis. We 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
38
2022 Form 10-K
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.
We 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 recognized 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. We 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
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 realized upon ultimate settlement of the
respective tax position. Uncertain 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 collateralized
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 U.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. We also have stores subject to shorter-term leases and many of these leases have renewal options. We
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 amortized 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 Black-
Scholes-Merton closed form option pricing model. We 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
2022
Form 10-K
39
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. Historically, these estimates have been materially accurate;
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.
40
2022 Form 10-K
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
We are exposed to market risk primarily from adverse changes in interest rates, and to a lesser degree
commodity prices. To minimize this risk, we may periodically use financial instruments, including derivatives. All
derivative financial instrument transactions must be authorized and executed pursuant to approval by the Board 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
We are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt. We
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. Under the
terms of these agreements, we swapped fixed interest rates on a portion of our 2030 Senior Notes for three-month
LIBOR 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 February 3, 2023, we had $1.5 billion of
consolidated commercial paper borrowings and no borrowings outstanding under our Revolving Facility or our
364- Day Revolving Facility. For a detailed discussion of our Revolving Facility, our 364-Day 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; 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 February 3, 2023, our primary interest rate exposure was from changes in interest rates which affect
our variable rate debt. Based on our outstanding variable rate debt as of February 3, 2023, after giving consideration
to our interest rate swap agreements, the annualized 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 $18.5 million in
2022.
At January 28, 2022, our primary interest rate exposure was from changes in interest rates which affect our
variable rate debt. Based on our outstanding variable rate debt as of January 28, 2022, after giving consideration to
our interest rate swap agreements, the annualized 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.
2022
Form 10-K
41
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Dollar General Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the
Company) as of February 3, 2023 and January 28, 2022, the related consolidated statements of income,
comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended
February 3, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at February 3, 2023 and January 28, 2022, and the results of its operations and its cash flows for each of
the three years in the period ended February 3, 2023, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of February 3, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated March 24, 2023, expressed an unqualified opinion
thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is
to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. 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.
We 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
42
2022 Form 10-K
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 February 3, 2023, the Company’s
reserves for self-insurance risks were $274.8 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, and
pure loss rates.
How We Addressed the
Matter in Our Audit
We 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 utilized 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. We also compared the significant assumptions used by
management to industry accepted actuarial assumptions, reassessed the accuracy of
management’s historical estimates utilized in prior period evaluations, and utilized 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.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2001.
Nashville, Tennessee
March 24, 2023
2022
Form 10-K
43
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
February 3,
2023
January 28,
2022
ASSETS
Current assets:
344,829
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,614,325
Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97,394
Income taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
247,295
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,303,843
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,346,127
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,092,930
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,338,589
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,199,750
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46,132
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29,083,367 $ 26,327,371
6,760,733
135,775
302,925
7,581,009
5,236,309
10,670,014
4,338,589
1,199,700
57,746
381,576 $
LIABILITIES AND SHAREHOLDERS’ EQUITY
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:
1,288,939
3,552,991
1,036,919
8,919
5,887,768
7,009,399
9,362,761
1,060,906
220,761
1,183,559
3,738,604
1,049,139
8,055
5,979,357
4,172,068
8,890,709
825,254
197,997
—
—
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock; $0.875 par value, 1,000,000 shares authorized, 219,105 and
230,016 shares issued and outstanding at February 3, 2023 and January 28,
2022, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201,265
3,587,914
2,473,999
(1,192)
6,261,986
Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29,083,367 $ 26,327,371
191,718
3,693,871
1,656,140
43
5,541,772
The accompanying notes are an integral part of the consolidated financial statements.
44
2022 Form 10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
February 3,
2023
For the Year Ended
January 28,
2022
January 29,
2021
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37,844,863 $ 34,220,449 $ 33,746,839
23,027,977
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,718,862
7,164,097
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . .
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,554,765
150,385
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
3,404,380
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
749,330
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,415,989 $ 2,399,232 $ 2,655,050
Earnings per share:
23,407,443
10,813,006
7,592,331
3,220,675
157,526
—
3,063,149
663,917
26,024,765
11,820,098
8,491,796
3,328,302
211,273
415
3,116,614
700,625
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
10.73 $
10.68 $
10.24 $
10.17 $
10.70
10.62
Weighted average shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
225,148
226,297
234,261
235,812
248,171
250,076
Dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.20 $
1.68 $
1.44
The accompanying notes are an integral part of the consolidated financial statements.
2022
Form 10-K
45
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,415,989 $ 2,399,232 $ 2,655,050
Unrealized net gain (loss) on hedged transactions and currency
February 3,
2023
For the Year Ended
January 28,
2022
January 29,
2021
translation, net of related income tax expense (benefit) of $353,
$346, and $346, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
972
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,417,224 $ 2,400,203 $ 2,656,022
1,235
971
The accompanying notes are an integral part of the consolidated financial statements.
46
2022 Form 10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands except per share amounts)
Common
Additional
Balances, January 31, 2020 . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid, $1.44 per common share . . . . . . . . .
Unrealized net gain (loss) on hedged transactions . . .
Share-based compensation expense . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . .
Other equity and related transactions . . . . . . . . . . . .
Balances, January 29, 2021 . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid, $1.68 per common share . . . . . . . . .
Unrealized net gain (loss) on hedged transactions . . .
Share-based compensation expense . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . .
Other equity and related transactions . . . . . . . . . . . .
Balances, January 28, 2022 . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid, $2.20 per common share . . . . . . . . .
Unrealized net gain (loss) on hedged transactions
and currency translation . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . .
Excise tax incurred on common stock repurchases . .
Other equity and related transactions . . . . . . . . . . . .
Balances, February 3, 2023 . . . . . . . . . . . . . . . . . . .
Accumulated
Other
Comprehensive
Income (Loss) Total
Stock
Common
Shares Stock
Paid-in
Capital
251,936 $ 220,444 $ 3,322,531 $ 3,162,660 $
Retained
Earnings
—
—
—
—
(12,297)
1,146
—
—
—
—
(10,760)
1,003
—
—
—
68,609
—
55,472
2,655,050
(355,934)
—
—
(2,455,674)
—
240,785 $ 210,687 $ 3,446,612 $ 3,006,102 $
—
—
—
—
(12,058)
1,289
—
—
—
—
(10,551)
1,129
—
—
—
78,178
—
63,124
2,399,232
(392,217)
—
—
(2,539,118)
—
230,016 $ 201,265 $ 3,587,914 $ 2,473,999 $
—
—
—
—
—
—
2,415,989
(493,732)
—
—
972
—
—
—
(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
2,415,989
(493,732)
—
—
971
—
—
—
—
—
—
—
(11,643)
—
732
—
—
(10,188)
—
641
—
72,712
—
—
33,245
—
—
(2,737,826)
(2,290)
—
219,105 $ 191,718 $ 3,693,871 $ 1,656,140 $
1,235
1,235
72,712
—
(2,748,014)
—
(2,290)
—
—
33,886
43 $ 5,541,772
The accompanying notes are an integral part of the consolidated financial statements.
2022
Form 10-K
47
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
February 3,
2023
For the Year Ended
January 28,
2022
January 29,
2021
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,415,989 $ 2,399,232 $ 2,655,050
Adjustments to reconcile net income to net cash from operating
activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncash (gains) and losses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in operating assets and liabilities:
724,877
235,299
72,712
530,530
641,316
114,359
78,178
191,040
574,237
34,976
68,609
11,570
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 . . . . . . . . . .
Borrowings 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:
(1,665,352)
(65,102)
(194,722)
(25,409)
(37,517)
(6,750)
1,984,555
(1,560,582)
5,236
(1,555,346)
(550,114)
(47,471)
98,735
(37,328)
(14,642)
(7,494)
2,865,811
(575,827)
(16,516)
745,596
388,597
(6,522)
(3,611)
3,876,159
(1,070,460)
4,903
(1,065,557)
(1,027,963)
3,053
(1,024,910)
2,296,053
(911,330)
1,447,600
—
—
(16,925)
(2,748,014)
(493,726)
33,880
(392,462)
36,747
344,829
381,576 $
—
(6,402)
54,300
—
—
(2,268)
(2,549,669)
(392,188)
64,225
(2,832,002)
(1,031,748)
1,376,577
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
344,829 $ 1,376,577
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
195,312 $
500,814 $
159,803 $
568,267 $
128,211
721,570
Supplemental noncash investing and financing activities:
Right of use assets obtained in exchange for new operating lease
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,836,718
$ 1,778,564
$ 1,721,530
Purchases of property and equipment awaiting processing for
payment, included in Accounts payable . . . . . . . . . . . . . . . . . . . . . . .
$
150,694
$
143,589
$
118,059
The accompanying notes are an integral part of the consolidated financial statements.
48
2022 Form 10-K
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 2022, 2021, and 2020, which represent fiscal years ended
February 3, 2023, January 28, 2022, and January 29, 2021, respectively. The Company’s 2022 accounting period
was comprised of 53 weeks, and the 2021 and 2020 accounting periods were each comprised of 52 weeks. 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 19,104 stores (as of February 3, 2023) in
47 states with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United
States. As of February 3, 2023, the Company operated 19 distribution centers for non-refrigerated products, ten cold
storage distribution centers, and two combination distribution centers which have both refrigerated and non-
refrigerated products. The Company leases 14 of these facilities and the remainder are owned.
Cash and cash equivalents
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 $157.3 million and $133.9 million at February 3, 2023 and January 28, 2022, respectively.
Investments in debt and equity 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 categorized as held-to-maturity are
stated at amortized cost. Debt and equity securities categorized as available-for-sale are stated at fair value, with any
unrealized 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&A”) expense. The cost of securities sold is based upon the specific
identification method.
Merchandise inventories
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. Under 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 capitalized into inventory.
The excess of current cost over LIFO cost was approximately $813.6 million and $296.3 million at
February 3, 2023 and January 28, 2022, respectively. Current cost is determined using the RIM on a first-in, first-out
basis. Under 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 $517.3 million in 2022,
2022
Form 10-K
49
$180.4 million in 2021, and $5.1 million in 2020, which is included in cost of goods sold in the consolidated
statements of income.
The Company purchases its merchandise from a wide variety of suppliers. The Company’s two largest
suppliers accounted for approximately 10% and 8%, respectively, of the Company’s purchases in 2022.
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. However, certain specific, incremental and otherwise qualifying SG&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 amounts receivable for certain vendor rebates and other
miscellaneous receivables (primarily those expected to be collected in cash), and prepaid amounts for SAAS fees,
maintenance, business licenses and insurance.
Property and equipment
Property and equipment acquired is recorded at cost. The Company records depreciation and amortization
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 summarized as follows:
Life
(In thousands)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land improvements . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 - 40
Leasehold improvements . . . . . . . . . . . . . . . . . .
Furniture, fixtures and equipment . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . .
Right of use assets - finance leases . . . . . . . . . . Various
(a)
3 - 10
20
Indefinite $
February 3,
2023
230,814 $
98,567
1,561,440
1,011,788
5,714,456
313,615
215,052
9,145,732
January 28,
2022
227,085
96,402
1,446,126
889,782
4,984,534
131,073
162,772
7,937,774
Less accumulated depreciation and
amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net property and equipment . . . . . . . . . . . . . . .
(3,909,423)
(3,591,647)
$ 5,236,309 $ 4,346,127
(a) Depreciated over the lesser of the life of the applicable lease term or the estimated useful
life of the asset.
Depreciation and amortization expense related to property and equipment was approximately
$717.8 million, $635.9 million and $569.3 million for 2022, 2021 and 2020, respectively. Interest on borrowed
funds during the construction of property and equipment is capitalized where applicable. Interest costs of
$4.8 million, $1.2 million, and less than $0.1 million were capitalized in 2022, 2021 and 2020, respectively.
Impairment of long-lived assets
When 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
50
2022 Form 10-K
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
to variability and difficult to predict. If a long-lived asset is found to be impaired, the amount recognized 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&A expense of approximately $2.1 million in
2022, $2.6 million in 2021 and $2.7 million in 2020, 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 amortizes 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. However, 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 recognized would be equal to the
total carrying amount of goodwill allocated to the reporting unit, and if not, impairment would be recognized 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
recognized 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 investments and qualifying prepaid expenses for maintenance,
and utility and other deposits.
2022
Form 10-K
51
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February 3,
2023
214,472 $
136,911
296,343
389,193
January 28,
2022
215,355
127,719
324,438
381,627
$ 1,036,919 $ 1,049,139
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 collateralized 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 U.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
recognized 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.
52
2022 Form 10-K
Other liabilities
Other liabilities primarily consists of self-insurance which equaled $137.8 million in 2022 and
$129.7 million in 2021.
Fair value accounting
The Company utilizes 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 utilize 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 comprehensive 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 amortized as an increase to
interest expense over the 10-year period of the debt’s maturity.
Revenue recognition
The Company recognizes 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 recognizes 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 $10.7 million and $9.7 million at February 3, 2023 and January 28, 2022, respectively, and is
recorded in Accrued expenses and other liabilities. Estimated breakage revenue, a percentage of gift cards that will
never be redeemed based on historical redemption rates, is recognized over time in proportion to actual gift card
redemptions. The Company recorded breakage revenue of $2.3 million, $1.7 million and $1.3 million in 2022, 2021
and 2020, respectively.
Advertising costs
Advertising costs are expensed upon performance, “first showing” or distribution, and are reflected in
SG&A expenses net of earned cooperative advertising amounts provided by vendors which are specific, incremental
and otherwise qualifying expenses related to the promotion or sale of vendor products for dollar amounts up to but
not exceeding actual incremental costs. Advertising costs were $126.0 million, $117.2 million and $107.4 million in
2022
Form 10-K
53
2022, 2021 and 2020, respectively. These costs primarily include promotional circulars, targeted circulars
supporting new stores, television and radio advertising, and in-store signage. Vendor funding for cooperative
advertising offset reported expenses by $33.4 million, $34.3 million and $33.4 million in 2022, 2021 and 2020,
respectively.
Share-based payments
The Company recognizes 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 amortized 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 Black-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 recognized 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
Under the accounting standards for income taxes, the asset and liability method is used for computing the
future income tax consequences of events that have been recognized in the Company’s consolidated financial
statements or income tax returns. 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 realized upon ultimate settlement of the respective tax position.
Uncertain 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.
Management estimates
The preparation of financial statements and related disclosures in conformity with accounting principles
generally accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
54
2022 Form 10-K
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 Board (“FASB”) issued accounting
standards updates pertaining to reference rate reform. This collective guidance is in response to accounting concerns
regarding contract modifications and hedge accounting because of impending rate reform associated with structural
risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of LIBOR, related to regulators in
several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative
reference rates. The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts,
hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The
adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The
Company does not expect the adoption of this guidance to have a material impact on its consolidated results of
operations, financial position or cash flows.
In September 2022, the FASB issued new required disclosures for supplier finance programs. This is
intended to enhance the transparency about the use of supplier finance programs for investors. The amendments are
effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,
with the exception of the disclosure of rollforward information, which is effective for fiscal years beginning after
December 15, 2023. Early adoption is permitted. The amendments should be applied retrospectively to each period
in which a balance sheet is presented, except for disclosure of rollforward information, which should be applied
prospectively. The Company does not expect the adoption of this guidance to have a material impact on its
consolidated results of operations, financial position or cash flows.
2.
Earnings per share
Earnings per share is computed as follows (in thousands except per share data):
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . $ 2,415,989
Effect of dilutive share-based awards . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . $ 2,415,989
225,148 $
1,149
226,297 $
10.73
10.68
2022
Weighted
Average
Shares
Per Share
Amount
Net
Income
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . $ 2,399,232
Effect of dilutive share-based awards . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . $ 2,399,232
234,261 $
1,551
235,812 $
10.24
10.17
2021
Weighted
Average
Shares
Per Share
Amount
Net
Income
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . $ 2,655,050
Effect of dilutive share-based awards . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . $ 2,655,050
Net
Income
Per Share
Amount
2020
Weighted
Average
Shares
248,171 $
1,905
250,076 $
10.70
10.62
Basic 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.
2022
Form 10-K
55
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
approximately 0.1 million, 0.1 million and 0.2 million in 2022, 2021 and 2020, respectively.
3.
Income taxes
The provision (benefit) for income taxes consists of the following:
(In thousands)
Current:
2022
2021
2020
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 400,752 $ 472,913 $ 614,207
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
100,002
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
714,336
384
76,261
549,558
279
63,562
464,593
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195,529
(24)
40,527
236,032
32,433
93,114
(104)
(38)
2,665
21,283
34,994
114,359
$ 700,625 $ 663,917 $ 749,330
A reconciliation between actual income taxes and amounts computed by applying the federal statutory rate
to income before income taxes is summarized as follows:
(Dollars in thousands)
U.S. federal statutory rate on earnings before
2022
2021
2020
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 654,489 21.0 % $ 643,262 21.0 % $ 714,920 21.0 %
State income taxes, net of federal income tax
benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Jobs credits, net of federal income taxes . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82,134
(37,639)
1,641
2.6
(1.2)
0.1
77,086
(39,936)
(16,495)
2.5
(1.3)
(0.5)
81,117
(27,479)
(19,228)
2.4
(0.8)
(0.6)
$ 700,625 22.5 % $ 663,917 21.7 % $ 749,330 22.0 %
The effective income tax rate for 2022 was 22.5% compared to a rate of 21.7% for 2021 which represents a
net increase of 0.8 percentage points. The effective income tax rate was higher in 2022 primarily due to decreased
income tax benefits associated with stock-based compensation compared to 2021.
The effective income tax rate for 2021 was 21.7% compared to a rate of 22.0% for 2020 which represents a
net decrease of 0.3 percentage points. The effective income tax rate was lower in 2021 primarily due to increased
income tax benefits associated with federal tax credits partially offset by a higher state effective tax rate in 2021
compared to 2020.
56
2022 Form 10-K
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:
February 3,
2023
January 28,
2022
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,029 $
7,274
473
2,760,588
7,514
26,534
15,309
31
77
4,279
7,812
22,756
2,864,676
(9,001)
2,855,675
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
Less valuation allowances, net of federal income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
(572,286)
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,588,709)
Lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(68,780)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(310,011)
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,278)
Prepaid insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,353)
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,556,417)
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,060,906) $ (825,254)
(684,468)
(2,728,507)
(176,798)
(307,734)
(17,870)
(1,204)
(3,916,581)
The Company has state tax credit carryforwards of approximately $7.8 million (net of federal benefit) that
will expire beginning in 2023 through 2027 and the Company has approximately $13.5 million of state apportioned
net operating loss carryforwards, which will begin to expire in 2029 and will continue through 2041.
The Company has a valuation allowance for certain state tax credit carryforwards and foreign net operating
loss carryforwards, in the amount of $9.0 million and $5.2 million (net of federal benefit) which increased income
tax expense by $3.8 million and $1.1 million in 2022 and 2021, respectively. Management believes that the results
from operations will not generate sufficient taxable income to realize these deferred tax assets before they expire.
Management believes that it is more likely than not that the Company’s results of operations and its
existing deferred tax liabilities will generate sufficient taxable income to realize the remaining deferred tax assets.
The Company’s 2018 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 2019 through 2021 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 2019 and later tax years remain open for examination by the various
state taxing authorities.
As of February 3, 2023, accruals for uncertain tax benefits, interest expense related to income taxes and
potential income tax penalties were $8.0 million, $0.3 million and $0.0 million, respectively, for a total of
$8.3 million. 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. These totals are reflected in noncurrent Other liabilities in the consolidated balance sheets.
2022
Form 10-K
57
The Company’s reserve for uncertain tax positions is expected to be reduced by $2.4 million in the coming
twelve months as a result of expiring statutes of limitations or settlements. As of February 3, 2023 and January 28,
2022, approximately $8.0 million and $6.2 million, respectively, of the uncertain tax positions would impact the
Company’s effective income tax rate if the Company were to recognize the tax benefit for these positions.
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) . . . . . . . . .
2022
1,797 $ (1,311) $
2021
28
—
(281)
—
2020
2,411
104
—
A reconciliation of the uncertain income tax positions from January 31, 2020 through February 3, 2023 is
as follows:
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Increases—tax positions taken in the current year . . . . .
Increases—tax positions taken in prior years . . . . . . . . .
Decreases—tax positions taken in prior years . . . . . . . .
Statute expirations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022
6,191 $
—
3,499
—
(1,239)
(463)
7,988 $
2021
7,502 $
—
2,803
—
(1,456)
(2,658)
2020
5,090
—
3,857
(1,445)
—
—
7,502
6,191 $
4.
Leases
As of February 3, 2023, the Company’s primary leasing activities were real estate leases for most of its
retail store locations and certain of its distribution facilities. 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 February 3, 2023, the weighted-average remaining lease term for the Company’s leases was
9.6 years, and the weighted average discount rate was 3.9%. For 2022, 2021 and 2020, operating lease cost of
$1.61 billion, $1.49 billion and $1.38 billion, respectively, and variable lease cost of $0.31 billion, $0.28 billion and
$0.26 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
$1.62 billion, $1.5 billion and $1.39 billion, respectively, were reflected in cash flows from operating activities in
the consolidated statements of cash flows for 2022, 2021 and 2020.
58
2022 Form 10-K
The scheduled maturity of the Company’s operating lease liabilities is as follows:
(In thousands)
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,675,193
1,619,954
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,518,975
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,396,714
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,255,062
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,271,366
Total lease payments (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,737,264
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,085,564)
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,651,700
a) Excludes approximately $481.0 million 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:
February 3,
2023
January 28,
2022
(In thousands)
—
Revolving Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
364-Day Revolving Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
899,681
3.250% Senior Notes due April 15, 2023 (net of discount of $0 and $319) . . . . . . . . .
—
4.250% Senior Notes due September 20, 2024 (net of discount of $563 and $0) . . . . .
499,668
4.150% Senior Notes due November 1, 2025 (net of discount of $249 and $332) . . . . .
599,749
3.875% Senior Notes due April 15, 2027 (net of discount of $207 and $251) . . . . . . . .
—
4.625% Senior Notes due November 1, 2027 (net of discount of $495 and $0) . . . . . . .
4.125% Senior Notes due May 1, 2028 (net of discount of $287 and $336) . . . . . . . . . .
499,664
988,990
3.500% Senior Notes due April 3, 2030 (net of discount of $504 and $564) . . . . . . . . .
—
5.000% Senior Notes due November 1, 2032 (net of discount of $2,346 and $0) . . . . .
495,143
4.125% Senior Notes due April 3, 2050 (net of discount of $4,766 and $4,857) . . . . . .
5.500% Senior Notes due November 1, 2052 (net of discount of $292 and $0) . . . . . . .
—
54,300
Unsecured commercial paper notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159,525
Debt issuance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24,652)
Long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,009,399 $ 4,172,068
— $
—
—
749,437
499,751
599,793
549,505
499,713
952,440
697,654
495,234
299,708
1,501,900
200,695
(36,431)
At February 3, 2023, the existing senior unsecured revolving credit facility (the “Revolving Facility”) had a
commitment of $2.0 billion that provides for the issuance of letters of credit up to $100.0 million and is scheduled to
mature on December 2, 2026.
Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin
plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR (as published by CME Group
Benchmark Administration Limited) plus a credit spread adjustment of 0.10% or (b) a base rate (which is usually
equal to the prime rate). The applicable interest rate margin for borrowings as of February 3, 2023 was 1.015% for
Adjusted Term SOFR borrowings and 0.015% for base-rate borrowings. The Company is also required to pay a
facility fee, payable on any used and unused commitment amounts of the Revolving Facility, and customary fees on
letters of credit issued under the Revolving Facility. As of February 3, 2023, the facility fee rate was 0.11%. The
applicable interest rate margins for borrowings, the facility fees and the letter of credit fees under the Revolving
Facility are subject to adjustment from time to time based on the Company’s long-term senior unsecured debt
ratings.
2022
Form 10-K
59
The Company entered into a 364-day $750 million unsecured revolving credit facility (the “364-Day
Revolving Facility”) on January 31, 2023, which will expire on January 30, 2024. At February 3, 2023, the 364-Day
Revolving Facility had no outstanding borrowing.
Borrowings under the 364-Day Revolving Facility bear interest at a rate equal to an applicable interest rate
margin plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR (as published by CME
Group Benchmark Administration Limited) plus a credit spread adjustment of 0.10%) or (b) a base rate (which is
usually equal to the prime rate). The Company is also required to pay a facility fee to the lenders under the 364-Day
Revolving Facility for any used and unused commitments. As of February 3, 2023, the applicable interest rate
margin for Adjusted Term SOFR loans was 1.035% and the facility fee rate was 0.09%. The applicable interest rate
margins for borrowings and the facility fees under the 364-Day Revolving Facility are subject to adjustment from
time to time based on the Company’s long-term senior unsecured debt ratings.
The Revolving Facility and the 364-Day Revolving Facility contain a number of customary affirmative and
negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s (and its
subsidiaries’) ability to: incur additional liens; sell all or substantially all of the Company’s assets; consummate
certain fundamental changes or change in the Company’s lines of business; and incur additional subsidiary
indebtedness. The Revolving Facility and the 364-Day Revolving Facility also contain financial covenants which
require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. As of February 3,
2023, the Company was in compliance with all such covenants. Both facilities also contain customary events of
default.
As of February 3, 2023, the Company had no outstanding borrowings, no outstanding letters of credit, and
borrowing availability of $2.0 billion under the Revolving Facility that, due to its intention to maintain borrowing
availability related to the commercial paper program described below, could contribute liquidity of $0.3 billion. As
of February 3, 2023, under the 364-Day Revolving Facility, the Company had no outstanding borrowings and
borrowing availability of $750 million. At February 3, 2023, the Company had combined availability under the
credit facilities of $1.0 billion. In addition, the Company had outstanding letters of credit of $39.7 million which
were issued pursuant to separate agreements.
As of February 3, 2023, the Company had a commercial paper program under which the Company may
issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed
$2.0 billion outstanding at any time. The 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 February 3, 2023, the Company’s consolidated balance sheet
reflected outstanding CP Notes of $1.5 billion. CP Notes totaling $230.8 million were held by a wholly-owned
subsidiary of the Company and are therefore not reflected on the consolidated balance sheets.
On September 20, 2022, the Company issued $750.0 million aggregate principal amount of 4.25% senior
notes due 2024 (the “2024 Senior Notes”), net of discount of $0.7 million, $550.0 million aggregate principal
amount of 4.625% senior notes due 2027 (the “November 2027 Senior Notes”), net of discount of $0.5 million,
$700.0 million aggregate principal amount of 5.0% senior notes due 2032 (the “2032 Senior Notes”), net of discount
of $2.4 million, and $300.0 million aggregate principal amount of 5.50% senior notes due 2052 (the “2052 Senior
Notes”), net of discount of $0.3 million. The 2024 Senior Notes are scheduled to mature on September 20, 2024, the
November 2027 Senior Notes are scheduled to mature on November 1, 2027, the 2032 Senior Notes are scheduled
to mature on November 1, 2032 and the 2052 Senior Notes are scheduled to mature on November 1, 2052. Interest
on the 2024 Senior Notes is payable in cash on March 20 and September 20 of each year, commencing on March 20,
2023. Interest on the November 2027 Senior Notes, the 2032 Senior Notes and the 2052 Senior Notes is payable in
cash on May 1 and November 1 of each year, commencing on May 1, 2023. The Company incurred $16.5 million of
debt issuance costs associated with the issuance of the 2024 Senior Notes, November 2027 Senior Notes, 2032
Senior Notes and 2052 Senior Notes.
Collectively, the Company’s Senior Notes due 2024, 2025, April 2027, November 2027, 2028, 2030, 2032,
2050 and 2052 comprise the “Senior Notes”, each of which were issued pursuant to an indenture as supplemented
60
2022 Form 10-K
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. Upon the occurrence of a change of control triggering event, which is defined in
the Senior Indenture, each holder of the Senior Notes has the right to require the Company to repurchase some or all
of such holder’s Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to, but excluding, the repurchase date.
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; 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 February 3, 2023 for the Company’s fiscal years listed below are as follows
(in thousands): 2023 - $1,516,478; 2024 - $764,355; 2025 - $514,524; 2026 - $14,378; 2027 - $1,164,532; thereafter
- $3,128,329.
6.
Assets and liabilities measured at fair value
The following table presents the Company’s assets and liabilities required to be measured at fair value as of
February 3, 2023, aggregated by the level in the fair value hierarchy within which those measurements are
classified.
(In thousands)
Liabilities:
Quoted Prices
in Active
Markets
for Identical
Assets and
Liabilities
(Level 1)
Significant
Other
Significant
Observable Unobservable
Inputs
(Level 2)
Inputs
(Level 3)
Total Fair
Value at
February 3,
2023
Long-term obligations (a) . . . . . . . . . . . . . . . . . . . . . . . . $ 5,223,916 $ 1,702,595 $
Deferred compensation (b) . . . . . . . . . . . . . . . . . . . . . . . .
45,794
—
— $ 6,926,511
45,794
—
(a) Included in the consolidated balance sheet at book value as Long-term obligations of $7,009,399.
(b) Reflected at fair value in the consolidated balance sheet as a component of Accrued expenses and other current
liabilities of $6,879 and a component of noncurrent Other liabilities of $38,915.
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 February 3, 2023.
2022
Form 10-K
61
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.
On January 20, 2023, a lawsuit entitled Brent Conforti, et al. v. Jeffrey C. Owen, et al. was filed in the
United States District Court for the Middle District of Tennessee (Case No. 3:23-CV-00059) (“Conforti”) in which
the plaintiff shareholder, purportedly on behalf and for the benefit of the Company, alleges that each of the
Company’s directors violated their fiduciary duties by failing to implement and maintain a system of controls
regarding the Company’s workplace safety practices. The plaintiff also alleges corporate waste and, as to the
Company’s former CEO, Mr. Vasos, unjust enrichment. On February 13, 2023, the plaintiff amended the complaint
to add breach of fiduciary duty allegations against certain officers of the Company, including Messrs. Owen, Vasos,
Garratt, Sunderland and Wenkoff and Mss. R. Taylor and Elliott, and to expand the unjust enrichment claim to
include all individual director and officer defendants (the “Individual Defendants”). The plaintiff seeks both non-
monetary and monetary relief for the benefit of the Company. The Company and the Individual Defendants intend to
seek dismissal of the Conforti action.
Based on information currently available, the Company believes that its pending legal matters, both
individually and in the aggregate, will be resolved without a material adverse effect on the Company’s consolidated
financial statements as a whole. However, 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 2022, 2021 and 2020, the Company expensed approximately $35.7 million, $34.0 million
and $30.1 million, respectively, for matching contributions.
The Company also has a compensation deferral plan (“CDP”) and a nonqualified supplemental retirement
plan (“SERP”), known as the Dollar General Corporation CDP/SERP Plan, for a select group of management and
other key employees. The Company incurred compensation expense for these plans of approximately $1.2 million in
2022, $1.3 million in 2021 and $0.9 million in 2020.
The deferred compensation liability associated with the CDP/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 amortized 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 Black-
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.
62
2022 Form 10-K
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. Upon 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 authorized 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. With
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. With limited exceptions, the
performance share unit and restricted stock unit awards are payable in shares of common stock on the vesting date.
The weighted average for key assumptions used in determining the fair value of all stock options granted in
the years ended February 3, 2023, January 28, 2022, and January 29, 2021, and a summary of the methodology
applied to develop each assumption, are as follows:
February 3,
2023
January 28,
2022
January 29,
2021
Expected dividend yield. . . . . . . . . . . . . . . .
Expected stock price volatility . . . . . . . . . .
Weighted average risk-free interest rate . . .
Expected term of options (years) . . . . . . . .
1.0 %
25.4 %
2.4 %
4.8
0.9 %
26.5 %
0.8 %
4.9
0.9 %
26.4 %
0.7 %
5.2
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.
Weighted average risk-free interest rate - This is the U.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.
A summary of the Company’s stock option activity during the year ended February 3, 2023 is as follows:
Options
Issued
Average Remaining
Exercise Contractual
Term in Years
Intrinsic
Value
(Intrinsic value amounts reflected in thousands)
Balance, January 28, 2022 . . . . . . . . . . . . 2,347,510 $ 133.62
219.82
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . .
115.84
Canceled or expired . . . . . . . . . . . . . . . . .
183.61
Balance, February 3, 2023 . . . . . . . . . . . . 2,522,296 $ 162.58
973,457 $ 110.74
Exercisable at February 3, 2023 . . . . . . .
813,165
(514,264)
(124,115)
Price
7.1 $ 168,452
5.2 $ 114,248
The weighted average grant date fair value per share of options granted was $52.06, $42.89 and $34.60
during 2022, 2021 and 2020, respectively. The intrinsic value of options exercised during 2022, 2021 and 2020, was
$62.7 million, $132.3 million and $116.1 million, respectively.
2022
Form 10-K
63
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
February 3, 2023 is as follows:
Units
Issued
(Intrinsic value amounts reflected in thousands)
337,243
Balance, January 28, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169,657
Converted to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (184,603)
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,400)
Balance, February 3, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
314,897 $ 71,825
Intrinsic
Value
All performance share unit awards at February 3, 2023 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 $214.25, $193.55 and $154.53 during
2022, 2021 and 2020, respectively.
A summary of restricted stock unit award activity during the year ended February 3, 2023 is as follows:
Units
(Intrinsic value amounts reflected in thousands)
Issued
Balance, January 28, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
307,118
222,420
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Converted to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (146,834)
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(45,455)
Balance, February 3, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
337,249 $ 76,923
Value
Intrinsic
The weighted average grant date fair value per share of restricted stock units granted was $223.51, $193.76
and $155.73 during 2022, 2021 and 2020, respectively.
At February 3, 2023, the total unrecognized compensation cost related to unvested stock-based awards was
$119.6 million with an expected weighted average expense recognition period of 2.1 years.
The fair value method of accounting for share-based awards resulted in share-based compensation expense
(a component of SG&A expenses) and a corresponding reduction in income before and net of income taxes as
follows:
(In thousands)
Year ended February 3, 2023
Stock
Performance Restricted
Options Share Units Stock Units Total
Pre-tax . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,502 $ 26,920 $ 25,249 $ 72,671
Net of tax . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,893 $ 20,868 $ 19,573 $ 56,334
Year ended January 28, 2022
Pre-tax . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,452 $ 33,234 $ 23,492 $ 78,178
Net of tax . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,853 $ 24,560 $ 17,361 $ 57,774
Year ended January 29, 2021
Pre-tax . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,933 $ 27,388 $ 21,288 $ 68,609
Net of tax . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,730 $ 20,240 $ 15,732 $ 50,702
64
2022 Form 10-K
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 February 3, 2023, all of the Company’s retail store operations were
located within the United States. Certain product sourcing and other operations are located outside the United States,
which collectively are not material with regard to assets, results of operations or otherwise to the consolidated
financial statements. 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:
2022
2021
2020
Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,155,218 $ 26,258,605 $ 25,906,685
4,083,650
Seasonal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,209,950
Home products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,546,554
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37,844,863 $ 34,220,449 $ 33,746,839
4,182,165
2,322,367
1,457,312
4,182,815
2,332,411
1,174,419
11.
Common stock transactions
On August 29, 2012, the Company’s Board of Directors authorized a common stock repurchase program,
which the Board has since increased on several occasions. On August 24, 2022, the Company’s Board of Directors
authorized a $2.0 billion increase to the existing common stock repurchase program, bringing the cumulative total
authorized under the program since its inception to $16.0 billion. The repurchase authorization has no expiration
date and allows repurchases from time to time in open market transactions, including pursuant to trading plans
adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or in privately
negotiated transactions. The timing, manner and number of shares repurchased will depend on a variety of factors,
including price, market conditions, compliance with the covenants and restrictions under the Company’s debt
agreements and other factors. Repurchases under the program may be funded from available cash or borrowings
including under the Company’s Revolving Facility, 364-Day Revolving Facility and issuance of CP Notes discussed
in further detail in Note 5.
During the years ended February 3, 2023, January 28, 2022, and January 29, 2021, the Company
repurchased approximately 11.6 million shares of its common stock at a total cost of $2.7 billion, approximately
12.1 million shares of its common stock at a total cost of $2.5 billion, and approximately 12.3 million shares of its
common stock at a total cost of $2.5 billion, respectively, pursuant to its common stock repurchase program.
The Company paid quarterly cash dividends of $0.55 per share in 2022. In March 2023, the Company’s
Board of Directors declared a quarterly cash dividend of $0.59 per share, which is payable on or before April 25,
2023 to shareholders of record on April 11, 2023. The amount and declaration of future cash dividends is subject to
the sole discretion of the Company’s Board of Directors and will depend upon, among other things, the Company’s
results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board
may deem relevant in its sole discretion.
2022
Form 10-K
65
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. Under 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”). Based 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 United 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 Organizations of the Treadway Commission.
Because 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. Based on its assessment,
management has concluded that our internal control over financial reporting is effective as of February 3, 2023.
Ernst & 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.
66
2022 Form 10-K
(c) Attestation Report of Independent Registered Public Accounting Firm.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Dollar General Corporation
Opinion on Internal Control over Financial Reporting
We have audited Dollar General Corporation and subsidiaries’ internal control over financial reporting as
of February 3, 2023, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations 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 February 3, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the 2022 consolidated financial statements of the Company and our report dated
March 24, 2023, 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. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over 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; (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 authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because 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
2022
Form 10-K
67
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 24, 2023
(d) Changes in Internal Control Over Financial Reporting. There have been no changes during the quarter
ended February 3, 2023 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
(a)
Amendment to Bylaws. On March 23, 2023, our Board of Directors approved an amendment and
restatement of the Company’s Bylaws, effective March 23, 2023 (as so amended and restated, the “Bylaws”).
Among other things, the amendments to the Bylaws provide that:
•
•
•
•
if a shareholder intends to engage in a solicitation with respect to a nomination pursuant to Section 10
of Article 1 of the Bylaws, the notice to be furnished to the Company by such shareholder must include
(i) a statement disclosing the name of each participant in such solicitation (as defined in Schedule 14A
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and (ii) a representation
that such shareholder intends to deliver a proxy statement and form of proxy to holders of at least the
percentage of our outstanding shares required under Rule 14a-19 under the Exchange Act;
if any shareholder provides notice of a proposed nomination for election to our Board of Directors
pursuant to Rule 14a-19 under the Exchange Act, such shareholder shall deliver to the Company
reasonable evidence that it has met the requirements of Rule 14a-19 under the Exchange Act to be
delivered to the Secretary of the Company no later than five business days before the date of the
meeting;
if any shareholder provides notice of a proposed nomination for election to the Board of Directors
pursuant to Rule 14a-19 under the Exchange Act and subsequently fails to comply with any
requirements of Rule 14a-19 under the Exchange Act or any other rules or regulations thereunder, the
Company shall disregard any proxies or votes solicited for such nominee; and
any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card
color other than white, which shall be reserved for the exclusive use by our Board of Directors.
In addition, the amendments to the Bylaws require certain additional background information and
disclosures as well as other administrative and conforming revisions.
The complete text of the Bylaws, as well as a marked copy of such document illustrating the changes made
thereto, are attached hereto as Exhibits 3.2 and 3.2(1). The foregoing descriptions are summaries only, do not
purport to be complete, and are qualified in their entirety by reference to the complete text of the Bylaws which are
attached as Exhibit 3.2 and incorporated herein by reference.
(b)
Consulting Agreement with Mr. Vasos. As previously announced, our former Chief Executive
Officer, Todd Vasos, will retire from employment with the Company effective April 2, 2023. On March 23, 2023,
the Company entered into a Consulting Agreement with Mr. Vasos (the “Consulting Agreement”) pursuant to which
Mr. Vasos will provide such consulting services as may be reasonably requested by our Board of Directors or our
Chief Executive Officer for a term beginning on April 2, 2023 and terminating at 11:59 p.m. Central Time on April 2,
2025, unless earlier terminated pursuant to the terms of the Consulting Agreement. The Consulting Agreement also
extends the “Restricted Period” for purposes of the business protection provisions (Sections 16 through 20) of the
Employment Agreement by and between the Company and Mr. Vasos, effective June 3, 2021, and as amended
68
2022 Form 10-K
effective November 1, 2022, which provide for various non-disclosure, non-competition, non-solicitation and non-
interference obligations, from two years to three years.
The consulting services provided under the Consulting Agreement are intended to satisfy the transition
services requirements contemplated by the early retirement provisions of the agreements governing certain stock
option and performance share unit awards granted to Mr. Vasos in 2020 and 2021 (the “Equity Award
Agreements”). The continued equity vesting pursuant to the terms of such early retirement provisions in the Equity
Award Agreements constitutes consideration for the consulting services to be provided under the Consulting
Agreement, and therefore Mr. Vasos will receive no additional compensation for the consulting services.
Mr. Vasos’s service on our Board of Directors is separate from and not subject to the Consulting Agreement, and
therefore his fees for such service on the Board of Directors shall be determined under our normal processes and
procedures for determining non-employee director compensation.
If Mr. Vasos terminates the Consulting Agreement prior to the end of the minimum consulting periods
required by the early retirement provisions in the Equity Award Agreements, it shall constitute noncompliance with
the consulting requirements in such early retirement provisions, and any unvested portion of the equity awards under
the Equity Award Agreements shall immediately and automatically terminate and be forfeited, and any vested
portion of the equity awards that vested following Mr. Vasos’s retirement date shall be subject to clawback as
provided in the Equity Award Agreements.
(c) Matter Pertaining to the Board of Directors. On March 22, 2023, William C. Rhodes, III,
communicated to the Board of Directors of the Company his decision not to stand for re-election to the Board of
Directors at the Company’s Annual Meeting of Shareholders to be held on May 31, 2023. Mr. Rhodes’s decision
was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTONS
Not applicable.
2022
Form 10-K
69
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 “Who 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 31, 2023 (the “2023 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 2023 Proxy Statement, which information under such
caption is incorporated herein by reference.
(c) Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and Ethics that
applies to all of our employees, officers and Board members. This Code is posted on our Internet website at
https://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/o Investor Relations Department, 100 Mission Ridge,
Goodlettsville, TN 37072. We 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://investor.dollargeneral.com promptly following the amendment or waiver. We 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. On March 23, 2023, we amended our
Bylaws principally to add procedural and information requirements pursuant to Rule 14a-19 (the “Universal Proxy
Rule”) of the Securities Exchange Act of 1934, as amended. Pursuant to our Bylaws, any notice of a director
nomination submitted to us, other than through the “proxy access” provisions set forth in Article I, Section 12 of our
Bylaws, must include the additional information required by the Universal Proxy Rule. See "Item 9B. Other
Information” for additional information.
(e) Audit Committee Information. The Company has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The current members of the audit
committee are William C. Rhodes, III, Warren F. Bryant, Ana M. Chadwick, and Debra A. Sandler. Information
required by this Item 10 regarding persons determined by our Board of Directors to be audit committee financial
experts is contained under the caption “Does an audit committee financial expert serve on the Audit Committee,”
under the heading “Corporate Governance” in the 2023 Proxy Statement, which information 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 2023 Proxy Statement, which information under
such captions (but not including information under the “Pay Versus Performance” heading under the caption
“Executive Compensation”) is incorporated herein by reference.
70
2022 Form 10-K
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
authorized for issuance under our compensation plans (including individual compensation arrangements) as of
February 3, 2023:
Number of
securities remaining
available for future
issuance under
plans (excluding
securities reflected
in column (a))
(c)
Number of securities
to be issued upon
exercise of
Weighted-average equity 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,308,807
162.58
10,665,844
Equity compensation plans not approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
3,308,807 $
—
162.58
—
10,665,844
(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 headings “Security Ownership of Certain Beneficial
Owners” and “Security Ownership of Officers and Directors,” in each case under the caption “Security Ownership”
in the 2023 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 2023 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 2023 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 Board of Directors is contained under
the caption “Fees Paid to Auditors” in the 2023 Proxy Statement, which information under such caption is
incorporated herein by reference.
2022
Form 10-K
71
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Consolidated Statements of Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
(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 Bylaws of Dollar General Corporation (effective March 23, 2023)
3.2(1) Amended and Restated Bylaws of Dollar General Corporation (effective March 23, 2023) (redline
version of amended sections)
4.1 Form of 4.250% Senior Notes due 2024 (included in Exhibit 4.16) (incorporated by reference to Exhibit
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with
the SEC on September 20, 2022 (file no. 001-11421))
4.2 Form of 4.150% Senior Notes due 2025 (included in Exhibit 4.11) (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 4.12) (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 4.625% Senior Notes due 2027 (included in Exhibit 4.17) (incorporated by reference to Exhibit
4.3 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with
the SEC on September 20, 2022 (file no. 001-11421))
4.5 Form of 4.125% Senior Notes due 2028 (included in Exhibit 4.13) (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))
4.6 Form of 3.500% Senior Notes due 2030 (included in Exhibit 4.14) (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))
4.7 Form of 5.000% Senior Notes due 2032 (included in Exhibit 4.18) (incorporated by reference to Exhibit
4.5 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with
the SEC on September 20, 2022 (file no. 001-11421))
72
2022 Form 10-K
4.8 Form of 4.125% Senior Notes due 2050 (included in Exhibit 4.15) (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))
4.9 Form of 5.500% Senior Notes due 2052 (included in Exhibit 4.19) (incorporated by reference to Exhibit
4.7 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with
the SEC on September 20, 2022 (file no. 001-11421))
4.10 Indenture, dated as of July 12, 2012, between Dollar General Corporation, as issuer, and U.S. Bank
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))
4.11 Fifth Supplemental Indenture, dated as of October 20, 2015, between Dollar General Corporation, as
issuer, and U.S. Bank 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))
4.12 Sixth Supplemental Indenture, dated as of April 11, 2017, between Dollar General Corporation and U.S.
Bank 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))
4.13 Seventh Supplemental Indenture, dated as of April 10, 2018, between Dollar General Corporation and
U.S. Bank 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))
4.14 Eighth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and U.S.
Bank 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))
4.15 Ninth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and U.S.
Bank 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))
4.16 Tenth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation
and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with
the SEC on September 20, 2022 (file no. 001-11421))
4.17 Eleventh Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation
and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit
4.3 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with
the SEC on September 20, 2022 (file no. 001-11421))
4.18 Twelfth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation
and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit
4.5 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with
the SEC on September 20, 2022 (file no. 001-11421))
2022
Form 10-K
73
4.19 Thirteenth Supplemental Indenture, dated as of September 20, 2022, between Dollar General
Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference
to Exhibit 4.7 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022,
filed with the SEC on September 20, 2022 (file no. 001-11421))
4.20 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))
4.21 Amendment No. 1 to the Credit Agreement, dated as of January 31, 2023, 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 4.2 to Dollar General Corporation’s Current
Report on Form 8-K dated January 31, 2023, filed with the SEC on February 1, 2023 (file no. 001-
11421))
4.22 364-Day Credit Agreement, dated as of January 31, 2023, by and 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 4.3 to Dollar General Corporation’s Current Report on Form 8-K
dated January 31, 2023, filed with the SEC on February 1, 2023 (file no. 001-11421))
4.23 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 (incorporated by reference
to Exhibit 4.15 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended
January 28, 2022, filed with the SEC on March 18, 2022 (file no. 001-11421))
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 Quarterly Report on Form 10-Q for the fiscal quarter ended October 28,
2016, filed with the SEC on December 1, 2016 (file no. 001-11421))*
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))*
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))*
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 Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
2014, filed with the SEC on December 4, 2014 (file no. 001-11421))*
74
2022 Form 10-K
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))*
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))*
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))*
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))*
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 (incorporated by reference to Exhibit 10.9 to Dollar General
Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the
SEC on March 18, 2022 (file no. 001-11421))*
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 Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 2014, filed with the SEC on December 4, 2014 (file no. 001-11421))*
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 Quarterly Report on Form 10-Q for the fiscal quarter ended April
29, 2016, filed with the SEC on May 26, 2016 (file no. 001-11421))*
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))*
2022
Form 10-K
75
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 Quarterly Report on
Form 10-Q for the fiscal quarter ended November 3, 2017, filed with the SEC on December 7, 2017
(file no. 001-11421))*
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))*
10.15 Form of Stock Option Award Agreement (approved August 24, 2021) for awards beginning August
2021 and prior to May 2022 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 Quarterly Report on Form 10-Q for the fiscal
quarter ended July 30, 2021, filed with the SEC on August 26, 2021 (file no. 001-11421))*
10.16 Form of Stock Option Award Agreement (approved May 24, 2022) for awards beginning May 2022 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 10.2 to Dollar
General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2022, filed
with the SEC on May 26, 2022 (file no. 001-11421))*
10.17 Form of Performance Share Unit 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))*
10.18 Form of Performance Share Unit 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))*
10.19 Form of Performance Share Unit 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 (incorporated by reference to Exhibit 10.19 to Dollar General
Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the
SEC on March 18, 2022 (file no. 001-11421))*
10.20 Form of Restricted Stock Unit 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))*
76
2022 Form 10-K
10.21 Form of Restricted Stock Unit 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))*
10.22 Form of Restricted Stock Unit 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 (incorporated by reference to Exhibit 10.22 to Dollar General
Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the
SEC on March 18, 2022 (file no. 001-11421))*
10.23 Form of Restricted Stock Unit 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 Unit 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 Quarterly Report on Form 10-Q 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 Unit 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 Quarterly Report on Form 10-Q 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 Unit 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 Quarterly Report on Form 10-Q 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 Unit 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 Quarterly Report on Form 10-Q 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 Unit 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 Quarterly Report on Form 10-Q for the fiscal
quarter ended May 5, 2017, filed with the SEC on June 1, 2017 (file no. 001-11421))
2022
Form 10-K
77
10.29 Form of Restricted Stock Unit 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 Quarterly Report on Form 10-Q 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 Unit Award Agreement (approved May 24, 2022) for annual awards
beginning May 2022 to non-employee directors of Dollar General Corporation pursuant to the Dollar
General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Dollar
General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2022, filed
with the SEC on May 26, 2022 (file no. 001-11421))
10.31 Form of Restricted Stock Unit Award Agreement (approved August 23, 2022) for awards beginning
August 2022 to new non-employee directors of Dollar General Corporation other than annual awards
pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to
Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter
ended July 29, 2022, filed with the SEC on August 25, 2022) (file no. 001-11421))
10.32 Form of Restricted Stock Unit Award Agreement (approved January 26, 2016) for awards beginning
February 1, 2016 and prior to November 28, 2018 to non-executive Chairmen of the Board 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))
10.33 Form of Restricted Stock Unit 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 Board 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 Quarterly Report on Form 10-Q for the fiscal quarter ended November 2, 2018, filed with
the SEC on December 4, 2018 (file no. 001-11421))
10.34 Form of Restricted Stock Unit Award Agreement (approved January 20, 2022) for awards beginning
January 31, 2022 to non-executive Chairmen of the Board of Directors of Dollar General Corporation
pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to
Exhibit 10.32 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended
January 28, 2022, filed with the SEC on March 18, 2022 (file no. 001-11421))
10.35 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))
10.36 Dollar General Corporation CDP/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))*
10.37 First Amendment to the Dollar General Corporation CDP/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))*
78
2022 Form 10-K
10.38 Second Amendment to the Dollar General Corporation CDP/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 Quarterly Report on Form 10-Q for the quarter ended August 1, 2008,
filed with the SEC on September 3, 2008 (file no. 001-11421))*
10.39 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 Quarterly Report on
Form 10-Q for the fiscal quarter ended October 31, 2014, filed with the SEC on December 4, 2014 (file
no. 001-11421))
10.40 Form of Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for
fiscal year 2022 (incorporated by reference to Exhibit 10.39 to Dollar General Corporation’s Annual
Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on March 18, 2022
(file no. 001-11421))*
10.41 Form of Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for
use beginning fiscal year 2023*
10.42 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))*
10.43 Dollar General Corporation Executive Relocation Policy, as amended (effective November 29, 2022)
(incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly Report on Form
10-Q for the fiscal quarter ended October 28, 2022, filed with the SEC on December 1, 2022) (file no.
001-11421))*
10.44 Summary of Non-Employee Director Compensation effective February 4, 2023 (incorporated by
reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal
quarter ended October 28, 2022, filed with the SEC on December 1, 2022 (file no. 001-11421))
10.45 Employment Agreement between Dollar General Corporation and Jeffery C. Owen, effective November
1, 2022 (incorporated by reference to Exhibit 99.2 to Dollar General Corporation’s Current Report on
Form 8-K dated July 6, 2022, filed with the SEC on July 12, 2022 (file no. 001-11421))*
10.46 Form of Stock Option Award Agreement between Dollar General Corporation and Jeffery C. Owen for
November 1, 2022 award (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s
Quarterly Report on Form 10-Q for the fiscal quarter ended on July 29, 2022, filed with the SEC on
August 25, 2022 (file no. 001-11421))*
10.47 Employment Agreement, effective June 3, 2021, between Dollar General Corporation and Todd J.
Vasos (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))*
10.48 Amendment to Employment Agreement by and between Dollar General Corporation and Todd J. Vasos,
effective November 1, 2022 (incorporated by reference to Exhibit 99.2 to Dollar General Corporation’s
Current Report on Form 8-K dated August 23, 2022, filed with the SEC on August 25, 2022 (file no.
001-11421))*
10.49 Consulting Agreement by and between Dollar General Corporation and Todd J. Vasos, effective April
2, 2023
2022
Form 10-K
79
10.50 Form of Stock Option Award Agreement between Dollar General Corporation and Todd J. Vasos
(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))*
10.51 Form of Performance Share Unit Award Agreement between Dollar General Corporation and Todd J.
Vasos (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))*
10.52 Form of Stock Option Award Agreement between Dollar General Corporation and Todd J. Vasos
(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))*
10.53 Form of Performance Share Unit Award Agreement between Dollar General Corporation and Todd J.
Vasos (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))*
10.54 Form of COO/Executive Vice President Employment Agreement with attached Schedule of Executive
Officers who have executed an employment agreement in the form of COO/Executive Vice 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))*
10.55 Amended Schedule of Executive Officers who have executed an employment agreement in the form of
COO/Executive Vice President Employment Agreement filed as Exhibit 10.54 (incorporated by
reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal
quarter ended October 28, 2022, filed with the SEC on December 1, 2022 (file no. 001-11421))*
10.56 Amendment to Employment Agreement by and between Dollar General Corporation and John W.
Garratt, effective September 1, 2022 (incorporated by reference to Exhibit 99.3 to Dollar General
Corporation’s Current Report on Form 8-K dated August 23, 2022, filed with the SEC on August 25,
2022 (file no. 001-11421))*
10.57 Form of Senior Vice President Employment Agreement with attached Schedule of Senior Vice
President-level Executive Officers who have executed an employment agreement in the form of Senior
Vice President Employment Agreement (incorporated by reference to Exhibit 10.2 to Dollar General
Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021, filed with the
SEC on May 27, 2021 (file no. 001-11421))*
10.58 Form of Executive Vice President Employment Agreement with attached Schedule of Executive Vice
Presidents who have executed the Executive Vice 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))*
10.59 Amended Schedule of Executive Officers who have executed an employment agreement in the form of
Executive Vice President Employment Agreement filed as Exhibit 10.58 (incorporated by reference to
Exhibit 10.1 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter
ended October 30, 2020, filed with the SEC on December 3, 2020 (file no. 001-11421))*
80
2022 Form 10-K
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 U.S.C. 1350
101 Interactive data files for Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year
ended February 3, 2023, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the
Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv)
the Consolidated Statements of Shareholders’ Equity; (v) the Consolidated Statements of Cash Flows;
and (vi) the Notes to Consolidated Financial Statements
104 The cover page from Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year
ended February 3, 2023 (formatted in Inline XBRL and contained in Exhibit 101)
* Management Contract or Compensatory Plan
ITEM 16. FORM 10-K SUMMARY
None
2022
Form 10-K
81
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 authorized.
DOLLAR GENERAL CORPORATION
Date: March 24, 2023
By:
/s/ Jeffery C. Owen
Jeffery C. Owen,
Chief Executive Officer
We, the undersigned directors and officers of the registrant, hereby severally constitute Jeffery C. Owen,
John W. 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
/s/ Jeffery C. Owen
JEFFERY C. OWEN
Chief Executive Officer & Director
(Principal Executive Officer)
/s/ John W. Garratt
JOHN W. GARRATT
President & Chief Financial Officer
(Principal Financial Officer)
Date
March 24, 2023
March 24, 2023
/s/ Anita C. Elliott
ANITA C. ELLIOTT
Senior Vice President & Chief Accounting Officer
March 24, 2023
(Principal Accounting Officer)
/s/ Warren F. Bryant
WARREN F. BRYANT
Director
/s/ Michael M. Calbert
MICHAEL M. CALBERT
Director
/s/ Ana M. Chadwick
ANA M. CHADWICK
Director
/s/ Patricia D. Fili-Krushel
PATRICIA D. FILI-KRUSHEL
Director
/s/ Timothy I. McGuire
TIMOTHY I. MCGUIRE
Director
/s/ William C. Rhodes, III
WILLIAM C. RHODES, III
Director
/s/ Debra A. Sandler
DEBRA A. SANDLER
/s/ Ralph E. Santana
RALPH E. SANTANA
/s/ Todd J. Vasos
TODD J. VASOS
Director
Director
Director
82
2022 Form 10-K
March 24, 2023
March 24, 2023
March 24, 2023
March 22, 2023
March 24, 2023
March 24, 2023
March 24, 2023
March 24, 2023
March 24, 2023
DIRECTORS
Michael M. Calbert (1)
Retired Member
KKR & Co. L.P.
Timothy I. McGuire (3)
Retired Chief Executive Officer
Mobile Service Center Canada,
Ltd. (d/b/a Mobile Klinik)
Ralph E. Santana (4)
Chief Executive Officer
Recteq Grills
Warren F. Bryant (2)(3)
Retired Chairman, President &
Chief Executive Officer
Longs Drug Stores Corporation
Jeffery C. Owen
Chief Executive Officer
Dollar General Corporation
Todd J. Vasos
Retired Chief Executive Officer
Dollar General Corporation
Ana M. Chadwick (2)
Executive Vice President & Chief
Financial Officer
Pitney Bowes Inc.
William C. Rhodes, III (2)*
Chairman, President &
Chief Executive Officer
AutoZone, Inc.
Patricia D. Fili-Krushel (3)*(4)
Chairperson
Coqual
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 &
Corporate Responsibility Committee (*) Committee Chairperson
EXECUTIVE OFFICERS
Jeffery C. Owen
Chief Executive Officer
John W. Garratt
President
Chief Financial Officer
Kathleen A. Reardon
Executive Vice President
Chief People Officer
Steven G. Sunderland
Executive Vice President
Store Operations
Carman R. Wenkoff
Executive Vice President
Chief Information Officer
Emily C. Taylor
Executive Vice President
Chief Merchandising Officer
Antonio Zuazo
Executive Vice President
Global Supply Chain
Rhonda M. Taylor
Executive Vice President
General Counsel
Anita C. Elliott
Senior Vice President
Chief Accounting Officer
CORPORATE INFORMATION
TRANSFER AGENT
EQ Shareowner Services
PO Box 64854
St. Paul, MN 55164-0854
https://shareowneronline.equiniti.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 February 3, 2023, 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 web site 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
2023 was 2,747.
Fiscal 2022 includes 53 weeks, while all other years presented contain 52 weeks. Sales in the 2022 53rdweek were approximately $678 million.CASH FROM OPERATIONS(IN MILLIONS)2020$3,8762021$2,866$1,98520222018$2,1442019$2,238202016.3%2021-2.8%2022 4.3%20183.2%20193.9%ENDING STORE COUNTSAME STORE SALES GROWTH17,1772020202118,130202219,10415,370201816,2782019NET SALES(IN BILLIONS)2020$33.72021$34.22022$37.82018$25.62019$27.8StoresDistribution CenterFresh Distribution CenterCombination Distribution CenterRegional Hub Distribution Center38158941365282597286511,0161,03031065766726869855165676932066316171,0109371,76652597546728463264021118414577661199133945251862575756IN 47 STATESSTORES19,104AS OF 2/3/2023Stores281011111122211014344$150$100$50$200$2502/2/182/1/191/31/201/29/211/28/222/3/23$117.01$108.42$127.45$157.44$201.21$180.19$212.91$195.77$239.84$160.10Dollar General S&P 500 Retailing*$100$1002/2/182/1/191/31/201/29/211/28/222/3/23S&P 500 Retailing*S&P 500Dollar General Corporation$97.69$118.87$139.37$171.83$157.71S&P 500$100ANNUAL MEETINGDollar General Corporation’s annual meeting of shareholders is scheduled for 9 a.m. Central Time on Wednesday, May 31, 2023, at:Dollar General Corporation, Turner One Building100 Mission Ridge, Goodlettsville, TN 37072The record date for the determination of shareholders entitled to vote at the meeting is March 22, 2023.NYSE: DGThe 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 22, 2023 was 2,745.STOCK PERFORMANCE GRAPHThe graph to the right compares Dollar General Corporation’s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the S&P 500 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 2, 2018 to February 3, 2023.The stock price performance included in this graph is not necessarily indicative of future stock price performance.*Same index used in Dollar General Corporation’s 2021 Annual Report.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.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 19,104 stores in 47 states as of February 3, 2023. 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 COMPARISON OF CUMULATIVETOTAL RETURN 2022
ANNUAL
REPORT
& 2023 PROXY STATEMENT
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100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
WWW.DOLLARGENERAL.COM
(615) 855-4000