Dollar General (DG) 10-K risk factor changes: FY2022 vs FY2021

[removed: Economic factors may] [added: 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.

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 [removed: costs,] [added: costs; higher] interest rates, consumer debt levels, and tax rates; [added: lack of available credit;] tax law changes that negatively affect credits and refunds; [removed: lack of available credit;] and decreases in, or elimination of, government [removed: stimulus] [added: assistance] programs or subsidies such as unemployment, food/nutrition assistance programs, and [removed: the Child Tax Credit.][added: 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 [added: 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.]

Our [removed: plans depend] [added: plans depend] significantly on [removed: strategies and] [added: strategies,] initiatives [added: 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 [removed: strategies and] [added: strategies,] initiatives [added: 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, [added: damages,] sourcing, private brand, inventory management, supply chain, [added: 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 [removed: offsetting factors that can influence results adversely.]

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 [removed: technology,] [added: new point of sale software,] continued customer interest [added: in] and adoption of self-checkout, our ability to gain cost efficiencies and control shrink levels from the initiative, and vendor cooperation.

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 [removed: process] [added: 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 [removed: have experienced] [added: continued to experience] certain of these factors at heightened levels in [removed: fiscal 2021,] [added: 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 [removed: heightened] levels which we have [removed: recently] experienced [removed: increase or are sustained] [added: 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.

Inventory shrinkage [added: and damages] may negatively affect our results of operations and financial condition.

We experience significant inventory [removed: shrinkage.][added: shrinkage and damages.]

Although some level of inventory shrinkage [added: and damages] is an unavoidable cost of doing business, higher rates of inventory shrinkage [added: and damages] or increased security or other costs to combat inventory theft could adversely affect our results of operations and financial condition.

There can be no assurance that we will be successful in our efforts to contain or reduce inventory [removed: shrinkage.][added: shrinkage and damages.]

Our inventory balance represented approximately [removed: 52%] [added: 53%] of our total assets exclusive of goodwill, operating lease assets, and other intangible assets as of [removed: January 28, 2022.][added: February 3, 2023.]

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 [removed: shrinkage.][added: shrinkage or damages.]

We continue to focus on ways to reduce these risks, but we cannot make assurances that we will be successful in our inventory [removed: management.]

Due to the political [removed: uncertainty] [added: tensions] involving [added: 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.

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 [removed: disruptions] [added: disruptions,] although to date none have been material to our business.

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 [added: incident) which may not be covered by or may exceed the coverage limits of our insurance policies, and could materially disrupt our operations.]

The inability [added: 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 [removed: operations] [added: operation, inhibit our ability to innovate,] and affect our ability to meet business and reporting requirements and adversely affect our profitability.

[removed: We] [added: In 2022, we] experienced [removed: in fiscal 2021, and continue to experience,] increased fuel [removed: costs, as well as] [added: costs;] inventory receipt and delivery [added: delays; earlier than expected receipt of seasonal inventory leading to capacity constraints that were exacerbated by unexpected] delays [added: in acquiring additional temporary warehouse space sufficient for our inventory needs;] and increases in transportation costs (including increased import freight [removed: costs,] [added: costs] and carrier and driver [removed: wages as a result of driver shortages)] [added: wages)] as a result of [removed: a decrease in transportation] capacity [removed: for overseas shipments,] [added: rightsizing,] port [removed: closures or] congestion, and labor shortages.

We maintain a network of distribution facilities and are moving forward with plans to build or lease new facilities [added: (including temperature-controlled distribution centers)] to support our growth objectives and strategic initiatives.

[removed: Delays in opening such facilities could adversely affect our financial performance by slowing store] growth (including accelerated pOpshelf store growth plans) or the [removed: rollout] [added: rollout/development] of certain strategic [removed: initiatives such as our DG Fresh initiative,] [added: 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: [added: 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.

In [removed: 2021,] [added: 2022,] our two largest suppliers accounted for approximately [removed: 9%] [added: 10%] and 8% respectively, of our purchases.

We directly imported approximately [removed: 6%] [added: 9%] of our purchases (measured at cost) in [removed: 2021,] [added: 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, [added: 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, [added: 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.

While we are working to diversify our sources of imported [removed: goods,] [added: 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 [removed: outbreaks including COVID-19,] [added: outbreaks,] economic and market conditions, internal economic stimulus actions, or currency or other policies, as well as trade [added: and other] relations between China and the United States and increases in costs of labor, could negatively impact our merchandise costs.

Natural disasters and unusual [added: 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 [added: or extreme] weather conditions, pandemic outbreaks or other health crises [removed: (including but not limited to] [added: (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 [added: political tensions involving China and the] current conflict between Russia and Ukraine) or similar disruptions could adversely affect our reputation, business and financial performance.

Over time, these [removed: changes] [added: 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.

We also use natural gas, diesel fuel and gasoline and electricity in our operations, all of which could face increased regulation [removed: as a result of] [added: relating to] climate change or other environmental concerns.

[removed: Even with adequate insurance] and [removed: indemnification, such claims could significantly harm our reputation and] consumer confidence in our products and we could incur significant litigation expenses, which also could materially affect our results of operations even if a product liability claim is unsuccessful or not fully pursued.

Although we maintain property insurance [added: to cover insurable losses resulting from,] for [removed: catastrophic events] [added: 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 [added: 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, [added: including employee safety issues,] could adversely affect our financial performance.

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, [added: employee safety issues, employee expectations] and [added: productivity, and] our reputation and relevance within the labor market.

Competition for skilled and experienced management personnel is intense, and a failure to attract and retain new qualified personnel [added: or our inability to enforce non-compete agreements that we have in place with our management personnel] could adversely affect our operations.

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.

offsetting factors that can influence results adversely.

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.

During 2022, our inventory shrink levels returned to pre-COVID-19 levels, and higher damages also impacted our results.

management.

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.

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.

Delays in opening such facilities could adversely affect our financial performance by slowing store

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.

Even with adequate insurance and indemnification, such claims could significantly harm our reputation

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.

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.

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,

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.

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.

The COVID-19 pandemic has continued to impact our business, financial performance and financial condition and could have a material adverse impact on our business, financial performance and financial condition in the future.

The COVID-19 pandemic has resulted in widespread and continuing adverse impacts on, and volatility in, the global economy and has continued to impact our business, employees, customers, suppliers, and other business partners.

Considerable uncertainty exists regarding the extent to which the COVID-19 pandemic’s existing and new variants will continue, as well as the scope, duration and effectiveness of continued measures directed at containment and mitigation of the virus, including travel bans and restrictions, quarantines, school closures, vaccination rollouts (including any boosters), vaccine and/or testing initiatives and mandates, restrictions on large gatherings and social distancing directives, and business and government restrictions and shutdowns.

These measures taken by national, state and local government authorities to date have had serious adverse impacts on domestic and foreign economies and could have a significant adverse impact on our core customer and her spending for an unknown length of time.

The timing, scope and potential effect of any additional economic stabilization efforts, including additional government stimulus payments, food/nutrition assistance and enhanced unemployment benefits, is uncertain.

If customer spending on the goods we sell declines as a result of some or all of these factors, there could be a material adverse impact on our business and results of operations.

We have been classified as an essential business in all locations where we operate, and as such, our stores generally have remained open to serve our customers.

While none of the below has resulted in an overall material adverse impact on our business, financial performance or financial condition to date, we have experienced or are experiencing certain effects of the COVID-19 pandemic, including but not limited to, the following:

| | ● | Supply chain disruptions and capacity constraints, including shipping and procurement delays of certain goods from international and domestic shipping origins, delivery delays to our stores as a result of staffing challenges (including COVID-19-related absenteeism) in certain of our distribution centers and vendor restrictions on their sale to us of a significant percentage of certain of our core products; |

| --- | --- | --- |

| | ● | Reduced or no availability of certain products in our stores as a result of supply chain disruptions outlined above and extremely high customer demand for certain products which has outpaced available supply; |

| | ● | Increased distribution and transportation costs as a result of the effects outlined above, increased carrier rates and greater driver shortages, increased importing expense, increased overtime pay expenses due to reduced labor availability, and demand for transportation services outpacing carrier supply; |

| | ● | Delayed store openings as a result of delays in store equipment, inventory deliveries or availability, and entitlement processes; |

| | ● | Temporary store and distribution center closings in order to allow for deep cleanings as needed; |

| | ● | Increased incremental expenses for certain items, including supplies for enhanced cleaning protocols and personal protective equipment for employees in stores, distribution centers and corporate headquarters (e.g., gloves, masks, hand sanitizer); |

| | ● | In addition to the additional distribution overtime discussed above, increased labor expenses as a result of awarding employee appreciation bonuses, significantly increasing our hiring of new store |

| | | employees, and the increased workload associated with the incremental sales volume or inconsistent deliveries from our distribution centers to our stores; and |

| | ● | COVID-19 and remote-work oriented phishing and similar cybersecurity attack attempts. |

Depending on the duration and severity of the COVID-19 pandemic, including whether there are additional “waves”, other additional periods of increases or spikes in the number of COVID-19 cases or variants thereof and the availability, acceptance and efficacy of medical treatments, vaccines (including both adult and pediatric booster vaccines), effect of vaccine and/or testing mandates and related regulations, which are uncertain and cannot be predicted, as well as governmental authorities’ responses and requirements related to the pandemic, including the pace and extent of the easing or removal of restrictions on businesses and customers or the reinstitution of more stringent regulations, these experienced effects could have a material adverse impact on our business, financial performance and financial condition in the future if they increase in number, duration, and/or magnitude.

We also could experience other effects that could aggravate or increase the likelihood of the risk factors set forth herein and/or result in a material adverse impact on our business, financial performance or financial condition, including but not limited to, the financial difficulties experienced by our suppliers or business partners, including the financial failure of one or more of our international steamship line vendors resulting in our inability to obtain our purchased goods in their possession; increased operating costs as a result of increased government regulations and mandates requiring us to provide wage increases or premiums to frontline employees, personal protective equipment or personal hygiene supplies to customers or to increase store and distribution center cleaning protocols, as well as store and/or distribution center closures as a result of increased government enforcement of any such new regulations and mandates; increased litigation expenses resulting from employee or customer lawsuits, including those related to the Company’s COVID-19 response and alleged employee or customer contraction; increased insurance costs, medical claims costs and workers’ compensation claim costs and the impact of regulatory and judicial changes in liability for workers’ compensation; and damage to our reputation if our response to the COVID-19 pandemic is perceived as inadequate or inappropriate.

Additionally, the COVID-19 pandemic’s new and existing variants may cause or accelerate a shift in our core customer’s behaviors, expectations and shopping trends, which could result in lost sales and market share if we are not able to successfully increase the pace of our strategic initiatives development, particularly our digital strategic initiatives, and if our current digital shopping offerings do not continue to compete effectively.

The extent to which the COVID-19 pandemic ultimately impacts our business, financial performance and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak (and any variants thereof), its severity, the actions to contain and mitigate the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

As a result, we may not be able to identify all risks ultimately faced from the COVID-19 pandemic and its aftermath.

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.

The success of our cold chain self-distribution initiative, DG Fresh, further depends in part on the availability of certain supply chain resources, including temperature-controlled distribution centers, refrigerated transportation equipment, and drivers.

incident) which may not be covered by or may exceed the coverage limits of our insurance policies, and could materially disrupt our operations.

The COVID-19 pandemic has disrupted the global and domestic transportation and distribution of goods and resulted in product delivery delays and higher delivery prices.

The supply chain disruptions that we have experienced to date as a result

of the COVID-19 pandemic had a material negative impact on our financial results in fiscal 2021.

Depending on the continued extent and duration of these disruptions, our distribution network, results of operations (including sales) or future business may continue to be materially and adversely impacted.

We experienced delays in the receipt of certain goods from international and domestic shipping origins as a result of the COVID-19 pandemic and more general global supply chain constraints in fiscal 2021.

Depending on the continued extent and duration of these constraints and disruptions, our supply chain, results of operations (including sales) or future business may be materially and adversely impacted.

We cannot give assurance

Furthermore, significant and/or rapid increases to

We can

[removed: We also] [added: 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 [removed: flows from a recessionary economic environment that may occur after the COVID-19 pandemic and government response thereto and their effects on the economy has moderated.][added: flows.]

We are the largest discount retailer in the United States by number of stores, with [removed: 18,190] [added: 19,147] stores located in 47 [added: U.S.] states [added: and Mexico] as of [removed: February 25, 2022,] [added: March 3, 2023,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

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 [removed: programs,] [added: programs (including cost of living adjustments),] such as the Supplemental Nutrition Assistance Program (“SNAP”), unemployment benefits, [added: and] economic stimulus [removed: payments, and the child tax credit.][added: payments.]

Additionally, our customers are impacted by increases in those expenses that generally comprise a large portion of their household budgets, such as [added: 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 [added: or extreme weather, such as that discussed below,] can impact customer shopping behaviors.

As we work to provide everyday low prices and meet our customers’ affordability needs, we remain focused on enhancing our margins through [added: pricing and markdown optimization,] effective category management, [removed: inventory shrink reduction initiatives, private brands penetration,] distribution and transportation efficiencies, [added: private brands penetration,] global sourcing, and [removed: pricing] [added: inventory shrink] and [removed: markdown optimization.][added: damage reduction initiatives.]

Historically, [removed: our] sales in our consumables category, which tend to have lower gross margins, have been the key drivers of net sales and customer traffic, while sales in our non-consumables categories, which tend to have higher gross margins, have contributed to more profitable sales growth and an increase in average transaction amount.

This trend did not occur in [removed: fiscal] 2020 or the first quarter of [removed: fiscal] 2021, as we saw a significant increase in demand in many non-consumable products, including home, seasonal and apparel, resulting in an overall significant mix shift into non-consumable categories during those periods.

Beginning in the second quarter of [removed: fiscal] 2021 and continuing thereafter, we began to see [removed: some] reversion toward the [removed: prior] [added: historical] mix trends.

We continue to expect [removed: some] sales mix challenges to persist [removed: and that] [added: as] the mix trend reversion toward consumables [removed: will continue.][added: returned to pre-pandemic levels in the fourth quarter of 2021 and has exceeded pre-pandemic levels since the first quarter of 2022.]

We continue to implement and invest in certain strategic initiatives that we believe will help drive profitable sales [removed: growth, both] [added: growth] with [added: both] new and existing [removed: customers,] [added: customers] and capture long-term growth opportunities.

Additionally, we launched a partnership with a third party delivery service during 2021, which is now available in [removed: more than 10,700] [added: the majority of our] stores, and we [removed: also] continue to grow our DG Media Network, which is our platform for connecting brand partners with our customers to drive even greater value for each.

Additionally, [removed: in 2020,] we [removed: introduced] [added: 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 [removed: 2021,] [added: 2022,] we operated [removed: 55] [added: 140] standalone pOpshelf locations and [removed: 25] [added: 40] pOpshelf store-within-a-store concepts within existing Dollar General Market stores.

We believe this concept represents a significant growth [removed: opportunity,] [added: opportunity] and are targeting [added: nearly 300 standalone pOpshelf stores by the end of fiscal 2023, and] approximately 1,000 stores by the end of fiscal 2025.

[removed: In the second quarter of fiscal 2021, we completed our rollout of the] [added: 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 [removed: sales.][added: 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.]

[removed: In addition,] DG Fresh [added: now wholly or partially serves essentially all stores across the chain and has] benefitted gross profit [removed: in 2021] through improved initial markups on inventory purchases, which were partially offset by increased distribution and transportation costs.

[removed: In 2021,] [added: During 2022,] we opened [removed: 1,050] [added: 1,039] new [removed: stores, remodeled 1,752 stores,] [added: stores] and [added: remodeled or] relocated [removed: 100] [added: 1,922] stores.

In [removed: 2022,] [added: fiscal 2023,] we plan to open approximately [removed: 1,110] [added: 1,050] new stores [added: in the United States] (including [removed: planned] [added: any] pOpshelf [removed: stores and up to ten stores in Mexico),] [added: stores),] remodel approximately [removed: 1,750] [added: 2,000] stores, and relocate approximately 120 stores, for a total of [removed: 2,980] [added: 3,170] real estate projects.

We continue to innovate within our channel and [removed: are able to] utilize the most productive of our various Dollar General store formats based on the specific market opportunity.

We [removed: recently introduced] [added: are now using] two [removed: new] larger format stores (approximately 8,500 square feet and 9,500 square feet, respectively), and expect the 8,500 square foot format, along with our existing Dollar General Plus format of a similar size, to [removed: become] [added: 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.

We are [removed: also deploying] [added: continuing to deploy] “Fast [removed: Track”,] [added: Track,”] an initiative aimed at further enhancing our convenience proposition and in-stock position as well as [removed: increasing] [added: creating] labor efficiencies within our stores.

The completed [added: 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 [removed: ongoing second phase] [added: current focus] involves adding a self-checkout option, which we [removed: plan to] [added: now] have in [removed: up to 11,000 stores by] the [removed: end] [added: majority] of [removed: fiscal 2022.][added: our stores.]

[removed: We] [added: In addition, while we believe the growth rate of inflation is beginning to moderate, we] expect continued inflationary pressures [added: in the near term] due to higher input costs and [added: that] higher [added: energy and] fuel prices will continue to affect us as well as our vendors and customers, [removed: including] [added: resulting in] higher commodity, transportation and other costs, [added: including product costs,] all of which may result in continued pressure to our operating [removed: results, and their duration is unknown.][added: results.]

[removed: persist, certain] [added: Certain] of our initiatives and plans are intended to help offset these [added: inflation-driven] challenges; however, they are somewhat dependent on the scale and timing of [removed: the] [added: any] increased costs, among other factors.

To further enhance shareholder returns, we repurchased shares of our common stock and paid quarterly cash dividends in [removed: 2021.][added: 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.]

Same-store sales are calculated based upon [added: our] stores that were open at least 13 full fiscal months and remain open at the end of the reporting period.

A continued focus on our four operating priorities as discussed above, [removed: coupled with pandemic-related sales] and other impacts [removed: (additional discussion below) and strong cash flow management] [added: as discussed below,] resulted in [removed: strong] [added: the following] overall operating and financial performance in [removed: 2021] [added: 2022] as compared to [removed: 2020, as set forth below.][added: 2021.]

| | ● | [removed: Our] [added: The] gross profit rate decreased by [removed: 16] [added: 37] basis points due primarily to [removed: higher transportation costs] [added: an increased LIFO provision] and a greater [removed: LIFO provision.] [added: proportion of lower margin consumables sales.] |

| | ● | SG&A as a percentage of sales increased by [removed: 96] [added: 25] basis points primarily due to increases in [added: utilities,] retail [removed: labor] [added: labor,] and [removed: store occupancy costs.] [added: repairs and maintenance.] |

[removed: | | ● |] Interest expense increased [removed: by] [added: $53.7 million to $211.3 million in 2022 compared to 2021 and increased] $7.1 million [added: to $157.5 million] in 2021 [added: compared to 2020] primarily due to higher [removed: average] outstanding [removed: debt balances. |][added: borrowings and higher interest rates.]

| | ● | The [removed: decrease] [added: change] in the effective income tax rate to [removed: 21.7%] [added: 22.5%] in [removed: 2021] [added: 2022] from [removed: 22.0%] [added: 21.7%] in [removed: 2020] [added: 2021] was [removed: due] primarily [added: due] to [removed: increased] [added: decreased] income tax benefits associated with [removed: federal tax credits.] [added: stock-based compensation compared to 2021.] |

| | ● | We reported net income of [removed: $2.40] [added: $2.42] billion, or [removed: $10.17] [added: $10.68] per diluted share, for [removed: 2021] [added: 2022] compared to net income of [removed: $2.66] [added: $2.40] billion, or [removed: $10.62] [added: $10.17] per diluted share, for [removed: 2020.] [added: 2021.] |

[removed: | | ● | We generated approximately $2.87 billion of cash] [added: Cash] flows from operating activities [added: were $2.87 billion] in 2021, [added: which represents] a [added: $1.01 billion] decrease [removed: of 26.1%] compared to 2020. [removed: |]

| | ● | Inventory turnover was [removed: 4.4] [added: 4.0] times, and inventories increased [removed: 1.4%] [added: 14.3%] on a per store basis compared to [removed: 2020.] [added: 2021.] |

| | ● | We repurchased approximately [removed: 12.1] [added: 11.6] million shares of our outstanding common stock for [removed: $2.5] [added: $2.7] billion. |

_Accounting Periods._ The following text contains references to years [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] which represent fiscal years ended [added: February 3, 2023,] January 28, 2022, [added: and] January 29, 2021, [removed: and January 31, 2020,] respectively.

Fiscal [added: year 2022 was a 53-week accounting period and fiscal] years [removed: 2021, 2020] [added: 2021] and [removed: 2019] [added: 2020] were [removed: each] 52-week accounting periods.

The following table contains results of operations data for fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] and the dollar and percentage variances among those years.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | ​ |

Our first store in Mexico opened in February of 2023.

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.

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 have completed the rollout in the vast majority of our Dollar General stores.

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.

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.

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.

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

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.

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.

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.

| | ● | 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. |

| | ● | 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. |

| | ● | We generated approximately $1.98 billion of cash flows from operating activities in 2022, a decrease of 30.8% compared to 2021. |

| Other (income) expense | ​ | | 0.4 | ​ | | — | ​ | | — | ​ | | _0.4_ | ​ | _—_ | ​ | | _—_ | ​ | _—_ | ​ |

| _% of net sales_ | *​* | | _0.00_ | _%_ | | _0.00_ | _%_ | | _0.00_ | _%_ | ​ | *​* | *​* | *​* | ​ | | *​* | *​* | *​* | ​ |

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.

Net sales for the 53rd week of 2022 totaled $678.1 million.

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.

_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.

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.

Impact of COVID-19

The COVID-19 (coronavirus) pandemic continues to have a widespread impact on the global economy as well as our business, customers, suppliers, and other business partners.

As an essential business in all locations where we operate, our stores have generally remained open to serve our customers.

In responding to the pandemic and its effects, the health and safety of our employees and customers remains a priority.

We expect to continue to be affected, although the extent and duration is unknown, by the COVID-19 pandemic and its effects on the economy in a variety of ways, including changes in consumer demand (whether higher or lower) in certain product categories (or overall), supply chain interruptions or disruptions, increased distribution and transportation costs, increased product costs and increased payroll expenses.

As a result, the quarterly cadence of our results of operations, which has varied from historical patterns during the pandemic, may continue to do so in fiscal 2022.

Due to the significant uncertainty surrounding the COVID-19 pandemic and its effects, there may be consequences that we do not anticipate at this time or that develop in unexpected ways.

We will continue to monitor the evolving situation and take actions as necessary to serve our employees, customers, communities and shareholders.

​

In fiscal 2020 and 2021, our customers were affected both positively and negatively by many of these factors in connection with the pandemic and its associated impacts.

We continue to monitor the potential impact of reductions in SNAP benefits and unemployment benefit programs, as well as changes in the payments of the child tax credit, although these programs did not result in a material impact on our business or financial results in fiscal 2021.

rent, healthcare, and fuel prices; as well as cost inflation in frequently purchased household products, such as that which we experienced in 2021 and continue to experience as further discussed below.

We have also experienced a shift in customer behavior toward trip consolidation, as customers shopped our stores less frequently in fiscal 2020 and 2021 than in fiscal 2019 but had a larger average transaction amount.

We have seen a continuation of these general trends toward trip consolidation and larger transaction amount, and there can be no assurance that our sales growth initiatives will be effective at reversing them.

In addition, we believe our sales have been negatively impacted as a result of supply chain disruptions, primarily due to lower merchandise in-stock levels in our stores.

We significantly expanded the number of stores with either the full or the “lite” version of our non-consumables initiative offering in 2021 and plan to complete the rollout in the vast majority of our Dollar General stores by the end of fiscal 2022.

Our goal is to operate approximately 155 pOpshelf locations, as well as

approximately 50 pOpshelf store-within-a-store concepts, by the end of fiscal 2022.

DG Fresh contributed to our strong sales performance in 2021, driven by higher in-stock levels and the introduction of new products in select stores.

DG Fresh now wholly or partially serves essentially all stores across the chain, and we expect the overall net benefit to our financial results to continue throughout 2022.

We expect stores in Mexico, which will represent our first store locations outside the United States, to open in the second half of 2022.

We have experienced incremental payroll, distribution and transportation costs related to the COVID-19 pandemic and its associated impacts.

We continue to experience materially higher supply chain costs and, in some instances, shipping delays, as a result of shipping capacity shortages, port congestion and labor shortages.

While we expect these challenges to

| | ● | Net sales in 2021 increased 1.4% over 2020. Sales in same-stores decreased 2.8%, primarily due to a decrease in customer traffic. Average sales per square foot in 2021 were $262. |

| | ● | Operating profit decreased 9.4% to $3.22 billion in 2021 compared to $3.55 billion in 2020. |

Consumer behavior driven by the COVID-19 pandemic has resulted in a departure from seasonal norms we have experienced in recent years and may continue to disrupt the historical quarterly cadence of our results of operations for an unknown period of time.

The net sales increase in 2020 reflects a same-store sales increase of 16.3% compared to 2019.

The 2020 net sales increase was positively affected by new stores, modestly offset by sales from closed stores.

A reduction in markdowns as a percentage of net sales and higher initial markups on inventory purchases each contributed to the increase in the gross profit rate.

In addition, non-consumables sales increased at a higher rate than consumables sales in 2020, which contributed to the increase in the gross profit rate.

We also experienced a lower rate of inventory shrink in 2020 compared to 2019.

These factors were partially offset by increased distribution and transportation costs which were impacted by increased volume, some of which was attributable to the COVID-19 pandemic, and discretionary employee bonus expense.

We believe the effect of the COVID-19 pandemic on consumer behavior had a significant positive effect on net sales, and also had a positive effect on our gross profit in 2020.

SG&A as a percentage of net sales was 21.2% in 2020 compared to 22.3% in 2019, a decrease of 106 basis points.

Although we incurred certain incremental costs associated with the COVID-19 pandemic, including discretionary employee bonus expense, they were more than offset by the significant increase in net sales during the period as discussed above.

In addition, we recorded expenses of $31.0 million in 2019 reflecting our estimate for the settlement of significant legal matters.

These items were partially offset by 2020 increases in incentive compensation and hurricane-related expenses.

Interest expense increased $7.1 million to $157.5 million in 2021 compared to 2020, and increased $49.8 million to $150.4 million in 2020 compared to 2019 primarily due to higher average outstanding debt balances in connection with the issuance of debt in the first quarter of 2020.

The majority of our debt is fixed rate debt.

As of [removed: January 28, 2022,] [added: February 3, 2023,] we had [removed: $54.3 million] [added: $1.5 billion] of consolidated commercial paper borrowings and no borrowings outstanding under our Revolving [added: Facility or our 364-Day Revolving] Facility.

For a detailed discussion of our Revolving [added: Facility, our 364-Day Revolving] Facility and our commercial paper program, see Note 5 to the consolidated financial statements.

At [removed: January 29, 2021,] [added: February 3, 2023,] our primary interest rate exposure was from changes in interest rates [removed: on] [added: which affect] our variable rate [removed: investment holdings, which were classified as cash and cash equivalents in our consolidated financial statements.][added: debt.]

Based on our [added: outstanding] variable rate [removed: cash investment balance] [added: debt as] of [removed: $1.1 billion at January 29, 2021,] [added: February 3, 2023, after giving consideration to our interest rate swap agreements,] the annualized effect of a [removed: 0.1] [added: one] percentage point [removed: decrease] [added: increase] in [added: variable] interest rates would have resulted in a [removed: pre-tax] [added: pretax] reduction of our earnings and cash flows of approximately [removed: $1.1] [added: $18.5] million in [removed: 2020.][added: 2022.]

The increase in cash and cash equivalents was driven primarily by our issuance of $1.5 billion of senior unsecured notes during the first quarter of 2020 as we sought to strengthen liquidity as a result of the uncertainty caused by the COVID-19 pandemic.

We are [removed: among] the largest discount [removed: retailers] [added: retailer] in the United States by number of stores, with [removed: 18,190] [added: 19,147] stores located in 47 [added: U.S.] states [added: and Mexico] as of [removed: February 25, 2022,] [added: March 3, 2023,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

[removed: As a result of the] [added: Following] unusually high sales results [removed: we experienced] in [removed: 2020,] [added: 2020 during the height of the COVID pandemic,] we did not achieve positive same-store sales growth in 2021.

Notwithstanding the unusual circumstances of 2020 and [removed: 2021,] [added: 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.

We believe our ability to effectively deliver both value and convenience allows us to succeed in small markets with [removed: limited shopping alternatives, as well as in larger and more competitive markets.]

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 [removed: stores] [added: stores, including our pOpshelf concept,] in both existing and new [removed: markets, which include our new pOpshelf concept.][added: markets.]

[added: 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, [removed: beer] [added: beer, wine] and [removed: wine);] [added: 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.

| ​ | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | |

| Consumables | | [removed: 76.7] [added: 79.7] | % | [removed: 76.8] [added: 76.7] | % | [removed: 78.0] [added: 76.8] | % |

| Seasonal | | [removed: 12.2] [added: 11.0] | % | [removed: 12.1] [added: 12.2] | % | [removed: 11.7] [added: 12.1] | % |

| Home products | | [removed: 6.8] [added: 6.2] | % | [removed: 6.5] [added: 6.8] | % | [removed: 5.8] [added: 6.5] | % |

| Apparel | | [removed: 4.3] [added: 3.1] | % | [removed: 4.6] [added: 4.3] | % | [removed: 4.5] [added: 4.6] | % |

Our stores generally feature a low-cost, no frills building with limited [removed: maintenance capital,] [added: 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 [removed: 7,400] [added: 7,500] square feet of selling space, and [removed: approximately 75%] [added: over 80%] of our stores are located in towns of 20,000 or fewer people.

[removed: Beginning in 2021, our] [added: Our] primary new store format [added: currently] averages approximately 8,500 square feet of selling space.

At the same time, however, Dollar General shoppers from a wide range of income [added: brackets and life stages appreciate our quality merchandise as well as our attractive value and convenience proposition.]

Our two largest suppliers accounted for approximately [removed: 9%] [added: 10%] and 8%, respectively, of our purchases in [removed: 2021.][added: 2022.]

We directly imported approximately [removed: 6%] [added: 9%] of our purchases at cost in [removed: 2021.][added: 2022.]

We regularly analyze and rebalance the network [removed: to ensure] [added: with a goal of ensuring] that it remains efficient and provides the service levels our stores require.

In addition, our quarterly results can be affected by the timing of certain holidays, new store openings, remodels, [removed: relocations and] [added: relocations,] store [removed: closings.][added: closings, and weather patterns.]

We believe that we differentiate ourselves from other forms of retailing by offering [removed: consistently low] [added: competitive] prices in a convenient, small-store format.

[removed: See “—Our Business Model” above] [added: Risk Factors”] for further discussion of our competitive situation.

In [removed: 2021,] [added: 2022,] we estimate we invested over [removed: three] [added: four] million training hours in our employees to promote their education and development.

As of [removed: February 25, 2022,] [added: March 3, 2023,] we employed [removed: approximately 163,000] [added: 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 [removed: 2021, approximately 76%] [added: 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.

[removed: To ensure we are creating an environment where our employees feel respected, safe, empowered, and motivated, we] [added: 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.

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; [added: pricing;] antitrust and fair competition; [removed: anti money] [added: anti-money] laundering; transportation; imports and customs; intellectual property; taxes; and environmental compliance.

Although we [removed: routinely incur significant costs in complying with the laws and regulations applicable to the Company, and we] can make no guarantees that [added: other] future such costs will not be material, to date, [added: other than the investment referenced above,] compliance with these laws, rules and regulations has not had a material [removed: adverse] effect on our capital expenditures, earnings or competitive position.

[removed: See “Risk] [added: Risk] Factors” [removed: in Part I, Item 1A] for additional information regarding government regulations that could impact our business.

Our first store in Mexico opened in February of 2023.

However, we achieved positive same-store sales growth once again in 2022.

limited shopping alternatives, as well as in larger and more competitive markets.

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.

| 2022 | | 18,130 | | 1,039 | | 65 | | 974 | | 19,104 | ​ |

We began to see normalization in the global supply chain during 2022 and anticipate continuing improvement moving forward.

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.

See “Item 7.

Management’s Discussion & Analysis of Financial Condition and Results of Operation” for further discussion of seasonality.

See “—Our Business Model” above and “Item 1A.

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.

We strive to create an environment where our employees feel respected, safe, empowered, and valued.

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.

See “Item 1A.

COVID-19 Pandemic

​

Throughout 2020 and 2021, the COVID-19 (coronavirus) pandemic resulted in widespread and continuing impacts on the global economy and affected our business, as well as our customers, suppliers, and other business partners.

In March 2020, we began seeing heightened demand from customers, particularly for consumable products such as paper, food and cleaning products.

Shortly thereafter, we also saw a significant increase in demand for many non-consumable products, resulting in a significant overall sales mix shift into non-consumable categories in 2020.

Overall, the mix of consumables to non-consumables sales in 2021 remained relatively consistent with 2020.

Since 2020, we also have seen a shift in consumer shopping behavior towards trip consolidation, along with an increase in average transaction amounts.

In 2020, we incurred significant expense related to the pandemic, including appreciation bonuses for retail, distribution and transportation employees and health and safety measures.

Although some of these expenses continued in 2021, they were not as significant as in 2020.

We expect to continue to be affected, although the extent and duration are unknown, by the COVID-19 pandemic and its effects on the economy (including governmental response thereto), including its impact on the global supply chain and increased product, distribution, transportation and other costs.

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

| 2019 | | 15,370 | | 975 | | 67 | | 908 | | 16,278 | ​ |

brackets and life stages appreciate our quality merchandise as well as our attractive value and convenience proposition.

We anticipate these COVID-19 effects to persist to some degree, although the ultimate extent and duration of the COVID-19 pandemic and its effects are unknown.

Prior to 2020, we had generally been able to obtain sufficient quantities of core merchandise and in cases where one or more of our current sources of supply became unavailable, we generally had been able to obtain alternative sources.

Consumer behavior driven by the COVID-19 pandemic and its accompanying impacts has resulted in a departure from seasonal norms we have experienced in recent years and may continue to disrupt the historical quarterly cadence of our results of operations for an unknown period of time.

For the fiscal year ended [removed: January 28, 2022,] [added: February 3, 2023,] or

| Large accelerated filer ☒ | Accelerated filer ☐ | [added: ​ |]

| Non-accelerated filer ☐ | Smaller reporting company ☐ | [added: Emerging growth company ☐ |]

The aggregate market value of the registrant’s common stock outstanding and held by non-affiliates as of July [removed: 30, 2021] [added: 29, 2022] was [removed: $54.2] [added: $55.9] billion calculated using the closing market price of the registrant’s common stock as reported on the NYSE on such date [removed: ($232.64).][added: ($248.43).]

The registrant had [removed: 228,868,368] [added: 219,108,477] shares of common stock outstanding as of March [removed: 11, 2022.][added: 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 [removed: 25, 2022.][added: 31, 2023.]

| ​ | [ITEM 1. BUSINESS](#ITEM1BUSINESS_302968) | | [removed: 4] [added: 5] |

| ​ | [ITEM 1A. RISK FACTORS](#RISKFACTORS) | | [removed: 10] [added: 11] |

| ​ | [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | | [removed: 40] [added: 41] |

| ​ | [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | | [removed: 41] [added: 42] |

| | | [Report of Ernst & Young, LLP, Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID:42) | [removed: 41] [added: 42] |

| | | [Consolidated Balance Sheets](#BALANCESHEETS_88009) | [removed: 43] [added: 44] |

| | | [Consolidated Statements of Income](#STATEMENTSOFINCOME_317344) | [removed: 44] [added: 45] |

| | | [Consolidated Statements of Comprehensive Income](#COMPREHENSIVEINCOME_803563) | [removed: 45] [added: 46] |

| | | [Consolidated Statements of Shareholders' Equity](#SHAREHOLDERSEQUITY_636150) | [removed: 46] [added: 47] |

| | | [Consolidated Statements of Cash Flows](#CASHFLOWS_532721) | [removed: 47] [added: 48] |

| | | [Notes to Consolidated Financial Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_6) | [removed: 48] [added: 49] |

| ​ | [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | | [removed: 64] [added: 66] |

| ​ | [ITEM 9A. CONTROLS AND PROCEDURES](#ITEM9ACONTROLSANDPROCEDURES_424309) | | [removed: 64] [added: 66] |

| | | [Report of Independent Registered Public Accounting Firm](#ReportofIndependent1_574395) | [removed: 65] [added: 67] |

| ​ | [ITEM 9B. OTHER INFORMATION](#ITEM9BOTHERINFORMATION_957047) | | [removed: 66] [added: 68] |

| ​ | [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#ITEM9CDISCLOSUREREGARDINGFOREIGN) | | [removed: 66] [added: 69] |

| ​ | [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | | [removed: 67] [added: 70] |

| ​ | [ITEM 11. EXECUTIVE COMPENSATION](#ITEM11EXECUTIVECOMPENSATION_872380) | | [removed: 67] [added: 70] |

| ​ | [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | | [removed: 68] [added: 71] |

| ​ | [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | | [removed: 68] [added: 71] |

| ​ | [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | | [removed: 68] [added: 71] |

| ​ | [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | | [removed: 69] [added: 72] |

| ​ | [ITEM 16. FORM 10-K SUMMARY](#ITEM16) | | [removed: 76] [added: 81] |

| [SIGNATURES](#SIGNATURES_950127) | | | [removed: 77] [added: 82] |

This report contains references to years [added: 2023,] 2022, 2021, [removed: 2020] and [removed: 2019,] [added: 2020,] which represent fiscal years ending or ended February [added: 2, 2024, February] 3, 2023, January 28, [removed: 2022, January 29, 2021] [added: 2022] and January [removed: 31, 2020,] [added: 29, 2021,] respectively.

Our 2022 fiscal year [removed: will consist] [added: consisted] of 53 weeks, while each of the remaining years listed consists of 52 weeks.

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,” [added: “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 [removed: results.][added: results or other future matters.]

| --- | --- | --- |

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).

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. |

| --- | --- | --- |

​

| --- | --- |

| ​ | Emerging growth company ☐ |

For example, all statements relating to, among others, our estimated and projected expenditures, cash flows, results of operations, financial condition and liquidity; our expectations regarding economic and competitive market conditions; our plans and objectives for, and expectations regarding, future operations, growth and initiatives, including but not limited to the number of planned store openings, remodels and relocations, store formats or concepts, progress of our strategic (including our non-consumables and digital initiatives, DG Fresh, Fast Track, and pOpshelf), merchandising, margin enhancing, and distribution/transportation efficiency (including self-distribution) initiatives, and international expansion plans; trends in sales of consumable and non-consumable products, customer traffic and basket size; level of future costs and expenses; expectations regarding inflationary and labor pressures, fuel prices, and other supply chain challenges; potential future stock repurchases and cash dividends; anticipated borrowing under our unsecured revolving credit agreement and our commercial paper program; potential impact of the COVID-19 pandemic and associated governmental responses; potential impact of legal or regulatory changes or governmental assistance or stimulus programs and our responses thereto, including the potential increase of federal, state and/or local minimum wage rates/salary levels, as well as changes to SNAP benefits, unemployment benefits, and child tax credits, or potential changes to the corporate tax rate; or expected outcome or effect of pending or threatened legal disputes, litigation or audits are forward-looking statements.

| Alabama | | [removed: 869] [added: 907] | | Nevada | | 21 | ​ |

| Arizona | | [removed: 130] [added: 137] | | New Hampshire | | [removed: 43] [added: 45] | ​ |

| Arkansas | | [removed: 502] [added: 528] | | New Jersey | | [removed: 175] [added: 186] | ​ |

| California | | [removed: 246] [added: 259] | | New Mexico | | [removed: 111] [added: 119] | ​ |

| Colorado | | [removed: 66] [added: 72] | | New York | | [removed: 555] [added: 575] | ​ |

| Connecticut | | [removed: 76] [added: 86] | | North Carolina | | [removed: 977] [added: 1,035] | ​ |

| Delaware | | [removed: 50] [added: 51] | | North Dakota | | [removed: 59] [added: 66] | ​ |

| Idaho | ​ | [removed: 1] [added: 6] | ​ | Oregon | | [removed: 77] [added: 85] | ​ |

| Indiana | | [removed: 641] [added: 669] | | Rhode Island | | [removed: 20] [added: 25] | ​ |

| Iowa | | [removed: 297] [added: 310] | | South Carolina | | [removed: 614] [added: 644] | ​ |

| Kansas | | [removed: 261] [added: 268] | | South Dakota | | [removed: 71] [added: 77] | ​ |

| Maine | | [removed: 63] [added: 67] | | Utah | | 11 | ​ |

| Maryland | | [removed: 156] [added: 166] | | Vermont | | 39 | ​ |

| Massachusetts | | 55 | | Virginia | | [removed: 456] [added: 470] | ​ |

| Michigan | | [removed: 653] [added: 696] | | Washington | ​ | [removed: 25] [added: 38] | ​ |

| Minnesota | | [removed: 192] [added: 206] | | West Virginia | | [removed: 271] [added: 285] | ​ |

| Missouri | | [removed: 600] [added: 634] | ​ | Wyoming | ​ | [removed: 9] [added: 15] | ​ |

As of [removed: February 25, 2022,] [added: March 3, 2023,] we operated [removed: 16] [added: 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 [removed: 12] [added: 14] of these facilities and the remainder are owned.

We have a total of [removed: 17.5] [added: 20.5] million square feet of non-refrigerated space and a total of 2.6 million square feet of cold storage space.

We also leased approximately [removed: 2.0] [added: 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 [removed: and approximately 42,000 square feet of leased office space] in Goodlettsville, Tennessee.

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.

| Florida | | 1,030 | | Ohio | | 977 | ​ |

| Georgia | | 1,059 | | Oklahoma | | 527 | ​ |

| Illinois | | 659 | | Pennsylvania | | 914 | ​ |

| Kentucky | | 702 | | Tennessee | | 953 | ​ |

| Louisiana | | 643 | | Texas | | 1,802 | ​ |

| Mississippi | | 621 | | Wisconsin | | 260 | ​ |

| Nebraska | | 146 | ​ | ​ | ​ | ​ | ​ |

As of February 25, 2022, we operated 18,190 retail stores located in 47 states as follows:

| Florida | | 992 | | Ohio | | 943 | ​ |

| Georgia | | 1,017 | | Oklahoma | | 503 | ​ |

| Illinois | | 637 | | Pennsylvania | | 866 | ​ |

| Kentucky | | 655 | | Tennessee | | 897 | ​ |

| Louisiana | | 615 | | Texas | | 1,709 | ​ |

| Mississippi | | 587 | | Wisconsin | | 236 | ​ |

| Nebraska | | 141 | ​ | ​ | ​ | ​ | ​ |

Information regarding our current executive officers as of March [removed: 18, 2022] [added: 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 [removed: elected.][added: elected or their earlier resignation or termination.]

| [removed: Todd J. Vasos] [added: Jeffery C. Owen] | ​ | [removed: 60] [added: 53] | ​ | Chief Executive Officer and Director |

| John W. Garratt | ​ | [removed: 53] [added: 54] | ​ | [removed: Executive Vice] President and Chief Financial Officer |

| Kathleen A. Reardon | ​ | [removed: 50] [added: 51] | ​ | Executive Vice President and Chief People Officer |

| Steven G. Sunderland | ​ | [removed: 58] [added: 59] | ​ | Executive Vice President, Store Operations |

| Emily C. Taylor | ​ | [removed: 45] [added: 47] | ​ | Executive Vice President and Chief Merchandising Officer |

| Rhonda M. Taylor | ​ | [removed: 54] [added: 55] | ​ | Executive Vice President and General Counsel |

| Carman R. Wenkoff | ​ | [removed: 54] [added: 55] | ​ | Executive Vice President and Chief Information Officer |

| Antonio Zuazo | ​ | [removed: 50] [added: 51] | ​ | Executive Vice President, Global Supply Chain |

| Anita C. Elliott | ​ | [removed: 57] [added: 58] | ​ | Senior Vice President and Chief Accounting Officer |

Mr. [removed: Vasos] [added: Owen] has served as [added: our] Chief Executive Officer and [added: as] a member of our Board [added: of Directors] since [removed: June 2015.][added: November 2022.]

He joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer and was [removed: promoted to Chief Operating Officer in November 2013.]

Mr. Garratt has served as [removed: Executive Vice] President and Chief Financial Officer since [removed: December 2015.][added: September 2022.]

He joined Dollar General in October 2014 as Senior Vice President, Finance & [removed: Strategy] [added: Strategy,] and subsequently served as Interim Chief Financial Officer from July 2015 to December [removed: 2015.][added: 2015, and as Executive Vice President and Chief Financial Officer from December 2015 to September 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 [removed: Company.][added: 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.]

Mr. Owen [removed: has] served as a director of Kirkland’s Inc. [removed: since] [added: from] March [removed: 2015.][added: 2015 to September 2022.]

[removed: Prior to joining Dollar General, she practiced law] with Ogletree, Deakins, Nash, Smoak & Stewart, P.C., where her practice was focused on labor law and employment litigation.

Mr. Zuazo has served as Executive Vice President, Global Supply Chain since April [removed: 16,] 2021.

[added: 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.

| Todd J. Vasos | ​ | 61 | ​ | Senior Advisor and Director |

He previously served as our Chief Operating Officer from August 2019 to November 2022.

He began his employment at Dollar General in December 1992.

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.

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.

As previously announced, Mr. Garratt plans to retire from Dollar General effective June 2, 2023.

Prior to joining Dollar General, she practiced law

| Jeffery C. Owen | ​ | 52 | ​ | Chief Operating Officer |

Mr. Owen has served as Chief Operating Officer since August 2019.

Prior to his departure from Dollar General in July 2014, he was Senior Vice President, Store Operations.

Prior to August 2011, Mr. Owen served as Vice President, Division Manager, and from November 2006 to March 2007 he served as Retail Division Manager.

Prior to November 2006, he was Senior Director,

Operations Process Improvement.

Mr. Owen also served the Company in various operations roles of increasing importance and responsibility from December 1992 to September 2004.

Prior to joining Dollar General, Mr. Zuazo served as Director of Pricing Strategy

Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March [removed: 11, 2022,] [added: 22, 2023,] there were approximately [removed: 2,784] [added: 2,747] shareholders of record of our common stock.

Our Board of Directors most recently increased the amount of the quarterly cash dividend from [removed: $0.42 to] $0.55 [added: to $0.59] beginning with the dividend payable on April [removed: 19, 2022.][added: 25, 2023.]

The following table contains information regarding purchases of our common stock made during the quarter ended [removed: January 28, 2022] [added: 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:

| (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 [removed: December 1, 2021] [added: 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 [removed: $14.0] [added: $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. |

| 10/29/22-11/30/22 | | — | ​ | $ | — | | — | ​ | $ | 2,487,795,000 | ​ |

| 12/01/22-12/31/22 | | 3,200,346 | ​ | $ | 245.64 | | 3,200,346 | ​ | $ | 1,701,653,000 | ​ |

| 01/01/23-02/03/23 | | 1,301,273 | ​ | $ | 245.93 | | 1,301,273 | ​ | $ | 1,381,631,000 | ​ |

| Total | | 4,501,619 | ​ | $ | 245.73 | | 4,501,619 | ​ | $ | 1,381,631,000 | ​ |

| 10/30/21-11/30/21 | | — | ​ | $ | — | | — | ​ | $ | 619,407,000 | ​ |

| 12/01/21-12/31/21 | | 1,742,979 | ​ | $ | 225.05 | | 1,742,979 | ​ | $ | 2,227,145,000 | ​ |

| 01/01/22-01/28/22 | | 414,427 | ​ | $ | 235.26 | | 414,427 | ​ | $ | 2,129,645,000 | ​ |

| Total | | 2,157,406 | ​ | $ | 227.01 | | 2,157,406 | ​ | $ | 2,129,645,000 | ​ |

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of [removed: January 28, 2022] [added: February 3, 2023] and January [removed: 29, 2021,] [added: 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 [removed: January 28, 2022,] [added: 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 [removed: January 28, 2022] [added: February 3, 2023] and January [removed: 29, 2021,] [added: 28, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: January 28, 2022,] [added: 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 [removed: January 28, 2022,] [added: 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 [removed: 18, 2022,] [added: 24, 2023,] expressed an unqualified opinion thereon.

| _Description of the Matter_ | 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 [removed: January 28, 2022,] [added: February 3, 2023,] the Company’s reserves for self-insurance risks were [removed: $257.4] [added: $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, [added: and] pure loss [removed: rates, and projected claim counts.] [added: rates.] | |

[removed: March 18, 2022][added: | ​ | ​ | 2022 | | | | | | | ​ |]

| ​ | | [removed: January 28,] [added: February 3,] | | | January [removed: 29,] [added: 28,] | | |

| ​ | [added: ​ | 2023 | |] ​ | 2022 | | ​ | 2021 | | |

| Cash and cash [removed: equivalents | ​] [added: equivalents, beginning of period] | [removed: $] | 344,829 | ​ | [removed: $] | 1,376,577 | ​ | [added: | 240,320 | ​ |]

| Merchandise inventories | ​ | | [removed: 5,614,325] [added: 6,760,733] | ​ | | [removed: 5,247,477] [added: 5,614,325] | ​ |

| Income taxes receivable | ​ | ​ | [removed: 97,394] [added: 135,775] | ​ | ​ | [removed: 90,760] [added: 97,394] | ​ |

| Prepaid expenses and other current assets | ​ | | [removed: 247,295] [added: 302,925] | ​ | | [removed: 199,405] [added: 247,295] | ​ |

| Total current assets | ​ | | [removed: 6,303,843] [added: 7,581,009] | ​ | | [removed: 6,914,219] [added: 6,303,843] | ​ |

| Net property and equipment | ​ | | [removed: 4,346,127] [added: 5,236,309] | ​ | | [removed: 3,899,997] [added: 4,346,127] | ​ |

| Operating lease assets | ​ | ​ | [removed: 10,092,930] [added: 10,670,014] | ​ | ​ | [removed: 9,473,330] [added: 10,092,930] | ​ |

| Other intangible assets, net | ​ | | [removed: 1,199,750] [added: 1,199,700] | ​ | | [removed: 1,199,870] [added: 1,199,750] | ​ |

| Other assets, net | ​ | | [removed: 46,132] [added: 57,746] | ​ | | [removed: 36,619] [added: 46,132] | ​ |

| Total assets | ​ | $ | [removed: 26,327,371] [added: 29,083,367] | ​ | $ | [removed: 25,862,624] [added: 26,327,371] | ​ |

| Current portion of operating lease liabilities | ​ | [removed: $] [added: ​] | [removed: 1,183,559] [added: 1,288,939] | ​ | [removed: $] [added: ​] | [removed: 1,074,079] [added: 1,183,559] | ​ |

| Accounts payable | ​ | | [removed: 3,738,604] [added: 3,552,991] | ​ | | [removed: 3,614,089] [added: 3,738,604] | ​ |

| Accrued expenses and other | ​ | | [removed: 1,049,139] [added: 1,036,919] | ​ | | [removed: 1,006,552] [added: 1,049,139] | ​ |

| Income taxes payable | ​ | | [removed: 8,055] [added: 8,919] | ​ | | [removed: 16,063] [added: 8,055] | ​ |

| Total current liabilities | ​ | | [removed: 5,979,357] [added: 5,887,768] | ​ | | [removed: 5,710,783] [added: 5,979,357] | ​ |

| Long-term obligations | ​ | | [removed: 4,172,068] [added: 7,009,399] | ​ | | [removed: 4,130,975] [added: 4,172,068] | ​ |

| Long-term operating lease liabilities | ​ | ​ | [removed: 8,890,709] [added: 9,362,761] | ​ | ​ | [removed: 8,385,388] [added: 8,890,709] | ​ |

| Deferred income taxes | ​ | | [removed: 825,254] [added: 1,060,906] | ​ | | [removed: 710,549] [added: 825,254] | ​ |

| Other liabilities | ​ | | [removed: 197,997] [added: 220,761] | ​ | | [removed: 263,691] [added: 197,997] | ​ |

| Common stock; $0.875 par value, 1,000,000 shares authorized, [removed: 230,016] [added: 219,105] and [removed: 240,785] [added: 230,016] shares issued and outstanding at [removed: January 28, 2022] [added: February 3, 2023] and January [removed: 29, 2021,] [added: 28, 2022,] respectively | ​ | | [removed: 201,265] [added: 191,718] | ​ | | [removed: 210,687] [added: 201,265] | ​ |

| Additional paid-in capital | ​ | | [removed: 3,587,914] [added: 3,693,871] | ​ | | [removed: 3,446,612] [added: 3,587,914] | ​ |

| Retained earnings | ​ | | [removed: 2,473,999] [added: 1,656,140] | ​ | | [removed: 3,006,102] [added: 2,473,999] | ​ |

| Accumulated other comprehensive [removed: loss] [added: income (loss)] | ​ | | [removed: (1,192)] [added: 43] | ​ | | [removed: (2,163)] [added: (1,192)] | ​ |

| Total shareholders’ equity | ​ | | [removed: 6,261,986] [added: 5,541,772] | ​ | | [removed: 6,661,238] [added: 6,261,986] | ​ |

| Total liabilities and shareholders' equity | ​ | $ | [removed: 26,327,371] [added: 29,083,367] | ​ | $ | [removed: 25,862,624] [added: 26,327,371] | ​ |

| ​ | [removed: ​ |] For the Year Ended | | | | | | | | |

| ​ | | [removed: January 28,] [added: February 3,] | | | January [removed: 29,] [added: 28,] | | | January [removed: 31,] [added: 29,] | | |

| [removed: ​] [added: (In thousands)] | [removed: ​] | 2022 | | [removed: ​] | 2021 | | [removed: ​] | 2020 | | |

| Net sales | ​ | $ | [removed: 34,220,449] [added: 37,844,863] | ​ | $ | [removed: 33,746,839] [added: 34,220,449] | ​ | $ | [removed: 27,753,973] [added: 33,746,839] | ​ |

| Cost of goods sold | ​ | | [removed: 23,407,443] [added: 26,024,765] | ​ | | [removed: 23,027,977] [added: 23,407,443] | ​ | | [removed: 19,264,912] [added: 23,027,977] | ​ |

| Gross profit | ​ | | [removed: 10,813,006] [added: 11,820,098] | ​ | | [removed: 10,718,862] [added: 10,813,006] | ​ | | [removed: 8,489,061] [added: 10,718,862] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 7,592,331] [added: 8,491,796] | ​ | | [removed: 7,164,097] [added: 7,592,331] | ​ | | [removed: 6,186,757] [added: 7,164,097] | ​ |

| Operating profit | ​ | | [removed: 3,220,675] [added: 3,328,302] | ​ | | [removed: 3,554,765] [added: 3,220,675] | ​ | | [removed: 2,302,304] [added: 3,554,765] | ​ |

March 24, 2023

| ​ | ​ | 2023 | | ​ | 2022 | | |

| Cash and cash equivalents | ​ | $ | 381,576 | ​ | $ | 344,829 | ​ |

| Other (income) expense | ​ | | 415 | ​ | | — | ​ | | — | ​ |

| ​ | 2023 | | ​ | 2022 | | ​ | 2021 | | |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,415,989 | ​ | | — | ​ | | 2,415,989 | ​ |

| Repurchases of common stock | | (11,643) | ​ | | (10,188) | ​ | | — | ​ | | (2,737,826) | ​ | | — | ​ | | (2,748,014) | ​ |

| Excise tax incurred on common stock repurchases | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,290) | ​ | ​ | — | ​ | ​ | (2,290) | ​ |

| Other equity and related transactions | | 732 | ​ | | 641 | ​ | | 33,245 | ​ | | — | ​ | | — | ​ | | 33,886 | ​ |

| Balances, February 3, 2023 | | 219,105 | ​ | $ | 191,718 | ​ | $ | 3,693,871 | ​ | $ | 1,656,140 | ​ | $ | 43 | ​ | $ | 5,541,772 | ​ |

| ​ | 2023 | | ​ | 2022 | | ​ | 2021 | | |

| Net income | $ | 2,415,989 | ​ | $ | 2,399,232 | ​ | $ | 2,655,050 | ​ |

The Company recorded a LIFO provision of $517.3 million in 2022,

| ​ | ​ | ​ | ​ | ​ | ​ | | 9,145,732 | ​ | | 7,937,774 | ​ |

generated by the assets.

| ​ | ​ | $ | 1,036,919 | ​ | $ | 1,049,139 | ​ |

Other liabilities primarily consists of self-insurance which equaled $137.8 million in 2022 and $129.7 million in 2021.

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

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.

| Basic earnings per share | ​ | $ | 2,415,989 | | 225,148 | ​ | $ | 10.73 | ​ |

| Diluted earnings per share | ​ | $ | 2,415,989 | | 226,297 | ​ | $ | 10.68 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | | February 3, | | | January 28, | | |

| (In thousands) | ​ | 2023 | | ​ | 2022 | | |

| ​ | ​ | | 2,864,676 | ​ | | 2,736,398 | ​ |

| 2023 | ​ | $ | 1,675,193 | ​ |

| 2024 | ​ | | 1,619,954 | ​ |

| 2025 | ​ | | 1,518,975 | ​ |

| 2026 | ​ | | 1,396,714 | ​ |

| 2027 | ​ | | 1,255,062 | ​ |

| Thereafter | ​ | | 5,271,366 | ​ |

| ​ | | February 3, | | | January 28, | | |

| (In thousands) | ​ | 2023 | | ​ | 2022 | | |

| 364-Day Revolving Facility | ​ | ​ | — | ​ | ​ | — | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances, February 1, 2019 | | 259,511 | ​ | $ | 227,072 | ​ | $ | 3,252,421 | ​ | $ | 2,941,107 | ​ | $ | (3,207) | ​ | $ | 6,417,393 | ​ |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 1,712,555 | ​ | | — | ​ | | 1,712,555 | ​ |

| Repurchases of common stock | | (8,252) | ​ | | (7,221) | ​ | | — | ​ | | (1,193,155) | ​ | | — | ​ | | (1,200,376) | ​ |

| Transition adjustment upon adoption of accounting standard (see Note 1) | ​ | — | ​ | | — | ​ | | — | ​ | | 28,830 | ​ | | — | ​ | | 28,830 | ​ |

| Other equity and related transactions | | 677 | ​ | | 593 | ​ | | 21,521 | ​ | | 901 | ​ | | (901) | ​ | | 22,114 | ​ |

| Cash and cash equivalents, beginning of period | | 1,376,577 | ​ | | 240,320 | ​ | | 235,487 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | | 7,937,774 | ​ | | 7,264,330 | ​ |

to variability and difficult to predict.

| ​ | ​ | $ | 1,049,139 | ​ | $ | 1,006,552 | ​ |

| Self-insurance reserves | ​ | $ | 129,692 | ​ | $ | 134,765 | ​ |

| Payroll tax liabilities | ​ | ​ | \- | ​ | ​ | 81,488 | ​ |

| Other | ​ | | 68,305 | ​ | | 47,438 | ​ |

| ​ | ​ | $ | 197,997 | ​ | $ | 263,691 | ​ |

| ​ | ​ | 2019 | | | | | | | ​ |

| Basic earnings per share | ​ | $ | 1,712,555 | | 256,553 | ​ | $ | 6.68 | ​ |

| Diluted earnings per share | ​ | $ | 1,712,555 | | 258,053 | ​ | $ | 6.64 | ​ |

| (Dollars in thousands) | ​ | 2021 | | | | ​ | 2020 | | | | ​ | 2019 | | | | |

| ​ | ​ | | 2,736,398 | ​ | | 2,609,275 | ​ |

| 2022 | ​ | $ | 1,529,978 | ​ |

| 2023 | ​ | | 1,477,694 | ​ |

| 2024 | ​ | | 1,407,824 | ​ |

| 2025 | ​ | | 1,295,775 | ​ |

| 2026 | ​ | | 1,166,717 | ​ |

| Thereafter | ​ | | 5,063,197 | ​ |

| ​ | ​ | $ | 4,172,068 | ​ | $ | 4,130,975 | ​ |

The Company amended and extended its existing senior unsecured revolving credit facility (the “Revolving Facility”) on December 2, 2021.

The Revolving Facility includes customary LIBOR replacement provisions.

The Revolving Facility also contains customary events of default.

On April 3, 2020, the Company issued $1.0 billion aggregate principal amount of 3.5% senior notes due 2030 (the “2030 Senior Notes”), net of discount of $0.7 million, and $500.0 million aggregate principal amount of 4.125% senior notes due 2050 (the “2050 Senior Notes”), net of discount of $5.0 million.

The 2030 Senior Notes are scheduled to mature on April 3, 2030 and the 2050 Senior Notes are scheduled to mature on April 3, 2050.

| Long-term obligations (a) | ​ | $ | 4,229,161 | ​ | $ | 213,825 | ​ | $ | — | ​ | $ | 4,442,986 | ​ |

In 2019, the Company recorded an accrual of $31.0 million, an amount that is immaterial to the Company’s consolidated financial statements, for probable and reasonably estimable losses relating to certain significant legal matters, including certified class action and associated matters.

The majority of the legal matters related to the 2019 accrual have been resolved, and the Company does not believe that any remaining related matters will result in liability that is material to the Company’s annual consolidated financial statements.

| Balance, January 29, 2021 | | 2,911,540 | ​ | $ | 104.69 | ​ | ​ | ​ | ​ | ​ | ​ |

| Granted | | 607,213 | ​ | | 195.34 | ​ | ​ | ​ | ​ | ​ | ​ |

| Exercised | | (1,042,403) | ​ | | 86.81 | ​ | ​ | ​ | ​ | ​ | ​ |

Based on its assessment, management has concluded that our internal control over financial reporting is effective as of [removed: January 28, 2022.][added: February 3, 2023.]

We have audited Dollar General Corporation and subsidiaries’ internal control over financial reporting as of [removed: January 28, 2022,] [added: 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 [removed: January 28, 2022,] [added: 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 [removed: 2021] [added: 2022] consolidated financial statements of the Company and our report dated March [removed: 18, 2022,] [added: 24, 2023,] expressed an unqualified opinion thereon.

_(d) Changes in Internal Control Over Financial Reporting._ There have been no changes during the quarter ended [removed: January 28, 2022] [added: 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.

March 24, 2023

March 18, 2022

_(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

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.

Not applicable.

_(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 [removed: 25, 2022] [added: 31, 2023] (the [removed: “2022] [added: “2023] Proxy Statement”), which information under such captions 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 [removed: 2022] [added: 2023] Proxy Statement, which information under such caption is incorporated herein by reference.

[removed: _(e) Audit Committee Information._] Information required by this Item 10 regarding [removed: our audit committee and] [added: persons determined by] our [added: Board of Directors to be] audit committee financial experts is contained under the [removed: captions “What other functions are performed by the Board’s Committees” and] [added: caption] “Does an audit committee financial expert serve on the Audit Committee,” [removed: in each case] under the heading “Corporate Governance” in the [removed: 2022] [added: 2023] Proxy Statement, which information [removed: pertaining to the audit committee and its membership and audit committee financial experts under such captions] is incorporated herein by reference.

_(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.

_(d) Procedures for Shareholders to Recommend Director Nominees._ There have been no material changes to the procedures by which security holders may recommend nominees to the registrant’s Board of Directors.

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 [removed: 2022] [added: 2023] Proxy Statement, which information under such captions [added: (but not including information under the “Pay Versus Performance” heading under the caption “Executive Compensation”)] is incorporated herein by reference.

_(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 [removed: January 28, 2022:][added: February 3, 2023:]

_(b) Other Information._ The information required by this Item 12 regarding security ownership of certain beneficial owners and our management is contained under the [added: headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Officers and Directors,” in each case under the] caption “Security Ownership” in the [removed: 2022] [added: 2023] Proxy Statement, which information under such caption is incorporated herein by reference.

| Equity compensation plans approved by security holders(1) | | 3,308,807 | ​ | ​ | 162.58 | | 10,665,844 | ​ |

| Total(1) | | 3,308,807 | ​ | $ | 162.58 | | 10,665,844 | ​ |

| Equity compensation plans approved by security holders(1) | | 3,116,065 | ​ | $ | 133.62 | | 11,808,906 | ​ |

| Total(1) | | 3,116,065 | ​ | $ | 133.62 | | 11,808,906 | ​ |

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 [removed: 2022] [added: 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 [removed: 2022] [added: 2023] Proxy Statement, which information under such caption is incorporated herein by reference.

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 [removed: 2022] [added: 2023] Proxy Statement, which information under such caption is incorporated herein by reference.

| (a) | [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) | [removed: 41] [added: 42] |

| ​ | [Consolidated Balance Sheets](#BALANCESHEETS_88009) | [removed: 43] [added: 44] |

| ​ | [Consolidated Statements of Income](#STATEMENTSOFINCOME_317344) | [removed: 44] [added: 45] |

| ​ | [Consolidated Statements of Comprehensive Income](#COMPREHENSIVEINCOME_803563) | [removed: 45] [added: 46] |

| ​ | [Consolidated Statements of Shareholders’ Equity](#SHAREHOLDERSEQUITY_636150) | [removed: 46] [added: 47] |

| ​ | [Consolidated Statements of Cash Flows](#CASHFLOWS_532721) | [removed: 47] [added: 48] |

| ​ | [Notes to Consolidated Financial Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_6) | [removed: 48] [added: 49] |

| [removed: 3.2] [added: 10.47] | ​ | [removed: [Amended and Restated Bylaws of] [added: [Employment Agreement, effective June 3, 2021, between] Dollar General Corporation [removed: (effective May 28, 2021)] [added: and Todd J. Vasos] (incorporated by reference to Exhibit [removed: 3.2] [added: 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. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465921074393/tm2117296d1_ex3-2.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465921074393/tm2117296d1_ex99-2.htm)] |

| [removed: 4.1] [added: 4.2] | ​ | [Form of [removed: 3.250%] [added: 4.150%] Senior Notes due [removed: 2023] [added: 2025] (included in Exhibit [removed: 4.8)] [added: 4.11)] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Dollar General Corporation’s Current Report on Form 8-K dated [removed: April 8, 2013,] [added: October 15, 2015,] filed with the SEC on [removed: April 11, 2013] [added: October 20, 2015] (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465913028623/a13-9784_1ex4d2.htm)] [added: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465915071576/a15-21309_1ex4d1.htm)] |

| [removed: 4.2] [added: 4.3] | ​ | [Form of [removed: 4.150%] [added: 3.875%] Senior Notes due [removed: 2025] [added: 2027] (included in Exhibit [removed: 4.9)] [added: 4.12)] (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated [removed: October 15, 2015,] [added: April 11, 2017,] filed with the SEC on [removed: October 20, 2015] [added: April 11, 2017] (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465915071576/a15-21309_1ex4d1.htm)] [added: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465917022879/a17-11061_1ex4d1.htm)] |

| [removed: 4.3] [added: 4.5] | ​ | [Form of [removed: 3.875%] [added: 4.125%] Senior Notes due [removed: 2027] [added: 2028] (included in Exhibit [removed: 4.10)] [added: 4.13)] (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April [removed: 11, 2017,] [added: 10, 2018,] filed with the SEC on April [removed: 11, 2017] [added: 10, 2018] (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465917022879/a17-11061_1ex4d1.htm)] [added: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465918023256/a18-9686_1ex4d1.htm)] |

| [removed: 4.4] [added: 4.13] | ​ | [removed: [Form] [added: [Seventh Supplemental Indenture, dated as] of [removed: 4.125% Senior Notes due 2028 (included in Exhibit 4.11)] [added: 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))](http://www.sec.gov/Archives/edgar/data/29534/000110465918023256/a18-9686_1ex4d1.htm) |

| [removed: 4.5] [added: 4.6] | ​ | [Form of 3.500% Senior Notes due 2030 (included in Exhibit [removed: 4.12)] [added: 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))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-1.htm) |

| [removed: 4.6] [added: 4.8] | ​ | [Form of 4.125% Senior Notes due 2050 (included in Exhibit [removed: 4.13)] [added: 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))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-3.htm) |

| [removed: 4.7] [added: 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))](http://www.sec.gov/Archives/edgar/data/29534/000104746912007227/a2210217zex-4_1.htm) |

| [removed: 4.8] [added: 4.12] | ​ | [removed: [Fourth] [added: [Sixth] Supplemental Indenture, dated as of April 11, [removed: 2013,] [added: 2017,] between Dollar General [removed: Corporation, as issuer,] [added: Corporation] and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Dollar General Corporation’s Current Report on Form 8-K dated April [removed: 8, 2013,] [added: 11, 2017,] filed with the SEC on April 11, [removed: 2013] [added: 2017] (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465913028623/a13-9784_1ex4d2.htm)] [added: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465917022879/a17-11061_1ex4d1.htm)] |

| [removed: 4.9] [added: 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))](http://www.sec.gov/Archives/edgar/data/29534/000110465915071576/a15-21309_1ex4d1.htm) |

| [removed: 4.10] [added: 4.14] | ​ | [removed: [Sixth] [added: [Eighth] Supplemental Indenture, dated as of April [removed: 11, 2017,] [added: 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 [removed: 11, 2017,] [added: 3, 2020,] filed with the SEC on April [removed: 11, 2017] [added: 3, 2020] (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465917022879/a17-11061_1ex4d1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-1.htm)] |

| [removed: 4.11] [added: 4.16] | ​ | [removed: [Seventh] [added: [Tenth] Supplemental Indenture, dated as of [removed: April 10, 2018,] [added: September 20, 2022,] between Dollar General Corporation and U.S. Bank [added: 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 [removed: April 10, 2018,] [added: September 20, 2022,] filed with the SEC on [removed: April 10, 2018] [added: September 20, 2022] (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465918023256/a18-9686_1ex4d1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-1.htm)] |

| [removed: 4.12] [added: 4.15] | ​ | [removed: [Eighth] [added: [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 [removed: 4.1] [added: 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. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-3.htm)] |

| [removed: 4.13] [added: 4.17] | ​ | [removed: [Ninth] [added: [Eleventh] Supplemental Indenture, dated as of [removed: April 3, 2020,] [added: September 20, 2022,] between Dollar General Corporation and U.S. Bank [added: 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 [removed: April 3, 2020,] [added: September 20, 2022,] filed with the SEC on [removed: April 3, 2020] [added: September 20, 2022] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-3.htm)] [added: 001-11421)](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-3.htm))] |

| [removed: 4.14] [added: 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465921146404/tm2134517d1_ex4-1.htm) |

| [removed: 4.15] [added: 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 [removed: S-K](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex4d15.htm)] [added: 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))](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex4d15.htm)] |

| 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 [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d9.htm)] [added: 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))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d9.htm)] |

| 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. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465916123482/a16-8226_1ex10d3.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465916123482/a16-8226_1ex10d3.htm)] |

| 10.15 | ​ | [Form of Stock Option Award Agreement (approved August 24, 2021) for awards beginning August 2021 [added: and prior] to [added: 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))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021012076/dg-20210730xex10d3.htm) |

| [removed: 10.16] [added: 10.19] | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 20, 2019)] [added: 15, 2022)] for [removed: 2019] awards [added: beginning March 2022] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation [removed: Amended and Restated 2007] [added: 2021] Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.15] [added: 10.19] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended [removed: February 1, 2019,] [added: January 28, 2022,] filed with the SEC on March [removed: 22, 2019] [added: 18, 2022] (file no. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837019002383/dg-20190201ex10157a323.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d19.htm)] |

| [removed: 10.19] [added: 10.22] | ​ | [Form of [removed: Performance Share] [added: 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 [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d19.htm)] [added: 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))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d22.htm)] |

| [removed: 10.22] [added: 10.34] | ​ | [Form of Restricted Stock Unit Award Agreement (approved [removed: March 15,] [added: January 20,] 2022) for awards beginning [removed: March] [added: January 31,] 2022 to [removed: certain employees] [added: non-executive Chairmen] of [added: the Board of Directors of] Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan [removed: *](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d22.htm)] [added: (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))](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d32.htm)] |

| [removed: 10.30] [added: 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))](http://www.sec.gov/Archives/edgar/data/29534/000104746916011420/a2227409zex-10_20.htm) |

| [removed: 10.31] [added: 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))](http://www.sec.gov/Archives/edgar/data/29534/000155837018009556/dg-20181102ex10334716c.htm) |

| [removed: 10.32] [added: 10.30] | ​ | [Form of Restricted Stock Unit Award Agreement (approved [removed: January 20,] [added: May 24,] 2022) for [added: annual] awards beginning [removed: January 31,] [added: May] 2022 to [removed: non-executive Chairmen of the Board of Directors] [added: non-employee directors] of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d32.htm)] [added: 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))](https://www.sec.gov/Archives/edgar/data/29534/000155837022009363/dg-20220429xex10d1.htm)] |

| [removed: 10.33] [added: 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))](http://www.sec.gov/Archives/edgar/data/29534/000104746909009380/a2195090zex-10_16.htm) |

| [removed: 10.34] [added: 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))*](http://www.sec.gov/Archives/edgar/data/29534/000104746907010270/a2180214zex-10_10.htm) |

| [removed: 10.35] [added: 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))*](http://www.sec.gov/Archives/edgar/data/29534/000104746907010270/a2180214zex-10_11.htm) |

| [removed: 10.36] [added: 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))*](http://www.sec.gov/Archives/edgar/data/29534/000002953408000023/ex106cdpserpamendment.htm) |

| [removed: 10.37] [added: 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))](http://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d6.htm) |

| [removed: 10.38] [added: 10.40] | ​ | [removed: [Dollar] [added: [Form of Dollar] General Corporation [removed: 2021] Teamshare Incentive Program for Named Executive Officers [added: for fiscal year 2022] (incorporated by reference to Exhibit [removed: 10.33] [added: 10.39] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January [removed: 29, 2021,] [added: 28, 2022,] filed with the SEC on March [removed: 19, 2021] [added: 18, 2022] (file no. [removed: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d33.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d39.htm)] |

| [removed: 10.39] [added: 10.41] | ​ | [Form of Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for use beginning fiscal year [removed: 2022*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d39.htm)] [added: 2023*](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex10d41.htm)] |

| [removed: 10.40] [added: 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))*](http://www.sec.gov/Archives/edgar/data/29534/000155837018002366/dg-20180202ex103654d28.htm) |

| 3.2 | ​ | [Amended and Restated Bylaws of Dollar General Corporation (effective March 23, 2023)](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex3d2.htm) |

| 3.2(1) | ​ | [Amended and Restated Bylaws of Dollar General Corporation (effective March 23, 2023) (redline version of amended sections)](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex3d21.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-1.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-3.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-7.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-7.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465923009322/tm235012d1_ex4-2.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465923009322/tm235012d1_ex4-3.htm) |

| 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))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022009363/dg-20220429xex10d2.htm) |

| 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))](https://www.sec.gov/Archives/edgar/data/29534/000155837022013950/dg-20220729xex10d2.htm) |

| 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))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022013950/dg-20220729xex10d1.htm) |

| 10.49 | ​ | [Consulting Agreement by and between Dollar General Corporation and Todd J. Vasos, effective April 2, 2023](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex10d49.htm) |

| --- | --- | --- |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| 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))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022018302/dg-20221028xex10d2.htm) |

| ​ | ​ | ​ |

| 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))*](https://www.sec.gov/Archives/edgar/data/29534/000110465922094210/tm2224205d1_ex99-3.htm) |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| --- | --- | --- |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| [removed: Date: March 18, 2022 | By: |] /s/ Todd J. Vasos | [added: ​ | Director | ​ | March 24, 2023 |]

| [added: TODD J. VASOS |] ​ | ​ | [removed: Todd J. Vasos,] [added: ​] | [added: ​ |]

We, the undersigned directors and officers of the registrant, hereby severally constitute [removed: Todd J.][added: Jeffery C.]

| /s/ [removed: Todd J. Vasos] [added: Jeffery C. Owen] | ​ | Chief Executive Officer & Director | ​ | March [removed: 18, 2022] [added: 24, 2023] |

| [removed: TODD J. VASOS] [added: JEFFERY C. OWEN] | ​ | (Principal Executive Officer) | ​ | ​ |

| /s/ John W. Garratt | ​ | [removed: Executive Vice] President & Chief Financial Officer | ​ | March [removed: 18, 2022] [added: 24, 2023] |

| /s/ Anita C. Elliott | ​ | Senior Vice President & Chief Accounting Officer | ​ | March [removed: 18, 2022] [added: 24, 2023] |

| /s/ Warren F. Bryant | ​ | Director | ​ | March [removed: 18, 2022] [added: 24, 2023] |