Dollar General 2007 Annual Report Download

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 2008
Commission file number: 001-11421
DOLLAR GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of
incorporation or organization)
61-0502302
(I.R.S. Employer
Identification No.)
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (615) 855-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrant’ s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]

Table of contents

  • Page 1
    ... DOLLAR GENERAL CORPORATION (Exact name of registrant as specified in its charter) TENNESSEE (State or other jurisdiction of incorporation or organization) 61-0502302 (I.R.S. Employer Identification No.) 100 MISSION RIDGE GOODLETTSVILLE, TN 37072 (Address of principal executive offices, zip code...

  • Page 2
    ...[X] The aggregate fair market value of the registrant' s common stock outstanding and held by non-affiliates as of August 3, 2007 was $663,400, all of which was owned by employees of the registrant and not traded on a public market. For this purpose, directors, executive officers and greater than 10...

  • Page 3
    ... similar expressions that concern our strategy, plans or intentions. For example, all statements relating to our estimated and projected earnings, costs, expenditures, cash flows and financial results, our plans and objectives for future operations, growth or initiatives, or the expected outcome or...

  • Page 4
    ... the related financing transactions totaling $102.6 million, principally consisting of investment banking fees, management fees, legal fees and stock compensation expense ($39.4 million), are reflected in the 2007 results of operations. As a result of the Merger, we are a subsidiary of Buck Holdings...

  • Page 5
    ... Others." To carry out this mission, we have developed a business strategy of providing our customers with a focused assortment of everyday low priced merchandise in a convenient, small-store format. Our Customers. In general, we locate our stores and base our merchandise selection on the needs of...

  • Page 6
    ...and store replenishment systems in addition to other improvements to our supply chain and warehousing systems. Recent Strategic Initiatives-Project Alpha. In 2007, we executed strategic initiatives launched in the fourth quarter of 2006 aimed at improving our merchandising and real estate strategies...

  • Page 7
    ... new store layout to further drive sales growth and margin enhancements through improved merchandising. Our Industry We compete in the deep discount segment of the U.S. retail industry. Our competitors include traditional "dollar stores," as well as other retailers offering discounted convenience...

  • Page 8
    ... everyday low prices in a convenient location and shopping format provides our customers with a compelling shopping experience and distinguishes us from other discount retailers, as well as convenience and drugstore retailers. Compelling Unit Economics. The traditional Dollar General store size...

  • Page 9
    ... rest of the year, such as gift sets, holiday decorations, certain baking items, and a broader assortment of toys and candy. The following table reflects the seasonality of net sales, gross profit, and net income (loss) by quarter for each of the quarters of the current fiscal year as well as each...

  • Page 10
    ...purchases in 2007. We directly imported approximately 9% of our purchases at cost (15% at retail) in 2007. The Dollar General Store The average Dollar General store has approximately 6,900 square feet of selling space and is typically operated by a manager, an assistant manager and two or more sales...

  • Page 11
    ... greater financial, distribution, marketing and other resources than we do. The dollar store category differentiates itself from other forms of retailing by offering consistently low prices in a convenient, small-store format. We believe that our prices are competitive due in part to our low cost...

  • Page 12
    ... fluctuations as certain of our borrowings bear interest based on market interest rates; limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and limiting our ability to adjust...

  • Page 13
    ..., the borrowings under our New Credit Facilities bear interest at variable rates and other debt we incur also could be variable-rate debt. If market interest rates increase, variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. While we have...

  • Page 14
    ...as those relating to marketing, merchandising, promotions, sourcing, shrink, private label, store operations and real estate) in various stages of testing, evaluation, and implementation, upon which we expect to rely to improve our results of operations and financial condition. These initiatives are...

  • Page 15
    ...more of our stores or distribution centers, delays in opening new stores, the temporary lack of an adequate work force in a market, the temporary or long-term disruption in the supply of products from some local and overseas suppliers, the temporary disruption in the transport of goods from overseas...

  • Page 16
    ... sufficient number of qualified persons in the work force of the markets in which we are located, unemployment levels within those markets, prevailing wage rates and changes in minimum wage laws, changing demographics, health and other insurance costs and changes in employment legislation. Increased...

  • Page 17
    ... to control losses resulting from inventory and cash shrinkage, may negatively affect our sales and/or operating margins. Our planned future growth will be impeded, which would adversely affect sales, if we cannot open new stores on schedule or if we close a number of stores materially in excess...

  • Page 18
    ...distribution network, the capacity of our distribution centers, and the timely receipt of inventory. We rely upon the ability to replenish depleted inventory through deliveries to our distribution centers from vendors and from the distribution centers to our stores by various means of transportation...

  • Page 19
    ... these market changes. In addition, we self-insure a significant portion of expected losses under our workers' compensation, automobile liability, general liability and group health insurance programs. Unanticipated changes in any applicable actuarial assumptions and management estimates underlying...

  • Page 20
    ... of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Investors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may...

  • Page 21
    ... we operated nine distribution centers, as described in the following table: Location Scottsville, KY Ardmore, OK South Boston, VA Indianola, MS Fulton, MO Alachua, FL Zanesville, OH Jonesville, SC Marion, IN Year Opened 1959 1994 1997 1998 1999 2000 2001 2005 2006 Approximate Square Footage 720,000...

  • Page 22
    ... to pay dividends. Unregistered Sales of Equity Securities. In connection with the Merger, our officer-level employees were offered the opportunity to roll over portions of their equity and/or stock options and to purchase additional equity of Dollar General. In connection with such opportunity, on...

  • Page 23
    ... terms of the new stock incentive plan. The restricted stock will vest on the last day of our 2011 fiscal year if Mr. Dreiling remains employed by us through that date. The restricted stock also has certain accelerated vesting provisions upon a change in control, initial public offering, termination...

  • Page 24
    ... financial statements not included in this report. As a result of the Merger, purchase accounting, and a new basis of accounting beginning on July 7, 2007, the 2007 financial reporting periods presented below include the 22-week Predecessor period of the Company from February 3, 2007 to July 6, 2007...

  • Page 25
    ...expense (benefit) Net income (loss) Statement of Cash Flows Data: Net cash provided by (used in): Operating activities Investing activities Financing activities Total capital expenditures Other Financial and Operating Data: Same store sales growth Number of stores (at period end) Selling square feet...

  • Page 26
    ... of the business combination and associated purchase price allocation of the merger of Dollar General Corporation and Buck Acquisition Corp. ("Buck"), from July 7, 2007 to February 1, 2008. For comparison purposes, the discussion of results of operations below is generally based on the mathematical...

  • Page 27
    ... are the largest discount retailer in the United States by number of stores, with approximately 8,200 stores located in 35 states, primarily in the southern, southwestern, midwestern and eastern United States. We serve a broad customer base and offer a focused assortment of everyday items, including...

  • Page 28
    ... our merchandising and category management processes, refining our real estate processes and improving our distribution and transportation logistics. In addition, we accelerated our efforts to refine our pricing strategy, increase direct foreign sourcing and expand our private label offering. All...

  • Page 29
    ... compensation resulting from meeting certain financial targets over 2006 discretionary bonuses of 18 bps; the impact of hurricane-related insurance proceeds received in 2006 of 14 bps; an accrued loss relating to the restructuring of certain distribution center leases as a result of the Merger...

  • Page 30
    ... we plan to open approximately 200 new stores and to remodel or relocate approximately 400 stores. Key Financial Metrics. We have identified the following as our most critical financial metrics for 2008 Same-store sales growth / sales per square foot Gross profit, as a percentage of sales Inventory...

  • Page 31
    ... sales Seasonal % of net sales Home products % of net sales Basic clothing % of net sales Net sales Cost of goods sold % of net sales Gross profit % of net sales Selling, general and administrative expenses % of net sales Transaction and related costs % of net sales Operating profit % of net sales...

  • Page 32
    .... The gross profit rate increased by 201 basis points in 2007 as compared with 2006 due to a number of factors, including: an increase in purchase markups, resulting primarily from a change in mix of items and higher vendor rebates; lower markdowns, including markdowns from retail and below cost...

  • Page 33
    ... the increased customer usage of debit cards and the acceptance of VISA credit and check cards at all locations; higher administrative labor costs (increased 29.9%) primarily related to additions to our executive team, particularly in merchandising and real estate, and the expensing of stock options...

  • Page 34
    ... of compensation expense related to stock options, restricted stock and restricted stock units which were fully vested immediately prior to the Merger. Interest Income. Interest income in 2007 consists primarily of interest on short-term investments. The increase in 2007 from 2006 resulted from...

  • Page 35
    ... tax credits earned yielded a much larger percentage reduction in the income tax rate for 2006 versus 2005. Effects of Inflation We believe that inflation and/or deflation had a minimal impact on our overall operations during 2007, 2006 and 2005. Liquidity and Capital Resources Current Financial...

  • Page 36
    ...Group/Business Credit, Inc. is administrative agent under the senior secured credit agreement for the asset-based revolving credit facility and Citicorp North America, Inc. is administrative agent under the senior secured credit agreement for the term loan facility. The New Credit Facilities provide...

  • Page 37
    ... paid down. Interest Rate and Fees. Borrowings under the New Credit Facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) LIBOR or (b) a base rate (which is usually equal to the prime rate). The applicable margin for borrowings is (i) under the term loan...

  • Page 38
    ... subsidiaries"), referred to, collectively, as U.S. Guarantors. All obligations and related guarantees under the term loan credit facility are secured by: • a second-priority security interest in all existing and after-acquired inventory, accounts receivable, and other assets arising from such...

  • Page 39
    ... senior secured credit agreements contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to incur additional indebtedness; sell assets; pay dividends and distributions or repurchase our capital stock; make investments or acquisitions; repay or...

  • Page 40
    ... July 15, 2011, all interest on the senior subordinated notes will be payable in cash. The notes are fully and unconditionally guaranteed by each of the existing and future direct or indirect wholly owned domestic subsidiaries that guarantee the obligations under our New Credit Facilities. We may...

  • Page 41
    ... if we are not able to satisfy and remain in compliance with specified financial ratios. Management believes the most significant of such ratios is the senior secured incurrence test under the New Credit Facilities. This test measures the ratio of the senior secured debt to Adjusted EBITDA. This...

  • Page 42
    ... and related costs Loss on debt retirements, net Loss on interest rate swaps Contingent loss on distribution center leases Impact of markdowns related to inventory clearance activities, including LCM adjustments, net of purchase accounting adjustments SG&A related to store closing and inventory...

  • Page 43
    ..., and includes projected interest on variable rate long-term debt, based upon 2007 year end rates. (b) We retain a significant portion of the risk for our workers' compensation, employee health insurance, general liability, property loss and automobile insurance. As these obligations do not have...

  • Page 44
    ... Hurricane Katrina, primarily inventory and fixed assets, in the form of store fixtures and leasehold improvements. We reached final settlement of our related insurance claim in 2006 and received proceeds totaling $21.0 million due to these losses, including $13.0 million in 2006 and $8.0 million in...

  • Page 45
    ...we opened 365 new stores and remodeled or relocated 300 stores. During 2007 we purchased a secured promissory note for $37.0 million which represents debt issued by a third-party entity from which we lease our distribution center in Ardmore, Oklahoma. Purchases and sales of short-term investments in...

  • Page 46
    ... of our new distribution centers in South Carolina and Indiana. Net sales of short-term investments in 2005 of $34.1 million primarily reflect our investment activities in tax-exempt auction rate securities. Purchases of long-term investments are related to our captive insurance subsidiary. Capital...

  • Page 47
    ... new distribution center in Indiana and proceeds from the exercise of stock options of $29.4 million. The borrowings and repayments under the revolving credit agreements in 2007, 2006 and 2005 were primarily a result of activity associated with periodic cash needs. Critical Accounting Policies and...

  • Page 48
    ... to a group of products that is not fairly uniform in terms of its cost and selling price relationship and turnover; applying the RIM to transactions over a period of time that include different rates of gross profit, such as those relating to seasonal merchandise; inaccurate estimates of inventory...

  • Page 49
    ... our workers' compensation, employee health insurance, general liability, property loss and automobile coverage. These costs are significant primarily due to the large employee base and number of stores. At the date of the Merger this liability was discounted in accordance with purchase accounting...

  • Page 50
    .... We also have stores subject to build-to-suit arrangements with landlords, which typically carry a primary lease term of 10 years with multiple renewal options. Approximately half of our stores have provisions for contingent rentals based upon a percentage of defined sales volume. We recognize...

  • Page 51
    ... expense related to these options. These assumptions include the term that the options are expected to be outstanding, an estimate of the volatility of our stock price (which is based on a peer group of publicly traded companies), applicable interest rates and the dividend yield of our stock. Other...

  • Page 52
    ... to measure many financial instruments and certain other items at fair value. It provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159...

  • Page 53
    ... New Credit Facilities, we entered into interest rate swaps with affiliates of Goldman, Sachs & Co., Lehman Brothers Inc. and Wachovia Capital Markets, LLC. Pursuant to the swaps, which became effective on July 31, 2007, we swapped three month LIBOR rates for fixed interest rates which will result...

  • Page 54
    ... an additional portion of the variable rate interest exposure under the New Credit Facilities. We entered into the swap with Wachovia Capital Markets and we swapped one month LIBOR rates for fixed interest rates, which will result in the payment of a fixed rate of 5.58% on a notional amount of...

  • Page 55
    ... U.S. generally accepted accounting principles. As discussed in Notes 1 and 9 to the consolidated financial statements, effective February 4, 2006, the Company changed its method of accounting for stock-based compensation in connection with the adoption of Statement of Financial Accounting Standards...

  • Page 56
    ... per share amounts) Successor February 1, 2008 ASSETS Current assets: Cash and cash equivalents Short-term investments Merchandise inventories Income taxes receivable Deferred income taxes Prepaid expenses and other current assets Total current assets Net property and equipment Goodwill Intangible...

  • Page 57
    ...,943 $ February 3, 2006 (53 weeks) $ 8,582,237 6,117,413 2,464,824 1,902,957 561,867 (9,001) 26,226 544,642 194,487 350,155 (a) Includes the results of operations of Buck Acquisition Corp. for the period prior to its merger with and into Dollar General Corporation from March 6, 2007 (its formation...

  • Page 58
    ...income Reclassification of net loss on derivatives Comprehensive income Cash dividends, $0.20 per common share Issuance of common stock under stock incentive plans Tax benefit from share-based payments Repurchases of common stock Purchases of common stock by employee deferred compensation trust, net...

  • Page 59
    ... Comprehensive loss Issuance of common stock under stock incentive plans Issuance of restricted common stock under stock incentive plans Repurchases of common stock Share-based compensation expense Successor Balances, February 1, 2008 Additional Common Paid-in Stock Common Capital Shares Stock 554...

  • Page 60
    ...cash provided by operating activities Cash flows from investing activities: Merger, net of cash acquired Purchases of property and equipment Purchases of short-term investments Sales of short-term investments Purchases of long-term investments Purchases of promissory notes Insurance proceeds related...

  • Page 61
    ...,750 7,197 - (a) Includes the cash flows of Buck Acquisition Corp. for the period prior to its merger with and into Dollar General Corporation from March 6, 2007 (its formation) through July 6, 2007 (which were zero), and the postmerger results of Dollar General Corporation for the period from July...

  • Page 62
    ..." relating to the periods preceding and succeeding the Merger, respectively. As a result of the Company applying purchase accounting and a new basis of accounting beginning on July 7, 2007, the financial reporting periods presented are as follows: • The 2007 periods presented include the 22-week...

  • Page 63
    ...; Ardmore, Oklahoma; South Boston, Virginia; Indianola, Mississippi; Fulton, Missouri; Alachua, Florida; Zanesville, Ohio; Jonesville, South Carolina and Marion, Indiana. The Company purchases its merchandise from a wide variety of suppliers. Approximately 12% of the Company' s purchases in 2007...

  • Page 64
    ... million, short-term investments of $19.6 million and long-term investments included in other assets of $31.9 million. Historical cost information pertaining to investments in mutual funds by participants in the Company' s supplemental retirement and compensation deferral plans classified as trading...

  • Page 65
    ... and February 2, 2007, these investments were included in the following accounts in the consolidated balance sheets (in thousands): Successor February 1, 2008 Cash and cash equivalents Short-term investments Prepaid expenses and other current assets Other assets, net Long-term obligations (see Note...

  • Page 66
    ... this change in estimate on the Company' s consolidated 2005 results of operations was an estimated reduction of gross profit and a corresponding decrease to inventory, at cost, of $5.2 million. Store pre-opening costs Pre-opening costs related to new store openings and the construction periods are...

  • Page 67
    ..., in relation to the operating performance and future cash flows or the appraised values of the underlying assets. In accordance with SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company reviews for impairment stores open more than two years for which current cash...

  • Page 68
    ... of the related obligations, utility and security deposits and life insurance policies. Such debt issuance costs increased substantially subsequent to the Merger as further discussed in Notes 2 and 6. Vendor rebates The Company accounts for all cash consideration received from vendors in accordance...

  • Page 69
    ... contingent rent expense, interest, electricity, lease contract termination liabilities for closed stores, income tax related reserves, and common area maintenance charges. Insurance liabilities The Company retains a significant portion of risk for its workers' compensation, employee health, general...

  • Page 70
    ...amounts that the Company would receive or pay to terminate these contracts at the reporting date based upon pricing or valuation models applied to current market information. Interest rate swaps are valued using the market standard methodology of netting the discounted future fixed cash receipts (or...

  • Page 71
    ... amounts of derivatives and associated cash collateral. In April 2007, Buck entered into interest rate swaps, contingent upon the completion of the Merger, on a portion of the loans anticipated to result from the Merger. The interest rate swaps result in the Company paying a fixed rate of 7.683% on...

  • Page 72
    ... of the actual tax benefit realized. The Company has determined that its excess tax benefit pool was approximately $68 million as of the adoption of SFAS 123(R) on February 4, 2006. After the Merger and the related application of purchase accounting, the excess tax benefit pool has been reduced...

  • Page 73
    ... breakage income related to its gift card program. The Company will continue to evaluate its current breakage policy as it continues to gain more sufficient company-specific customer experience. Advertising costs Advertising costs are expensed upon performance, "first showing" or distribution, and...

  • Page 74
    ... $27.1 million of the reserve for uncertain tax positions would impact the Company' s effective income tax rate if the Company were to recognize the tax benefit for these positions. After the Merger and the related application of purchase accounting, no portion of the reserve for uncertain tax...

  • Page 75
    ...and how derivative instruments and related hedged items affect an entity' s financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity' s first fiscal year that begins after November 15, 2008. The Company currently plans to adopt SFAS 161 during...

  • Page 76
    ...and Plan of Merger (the "Merger Agreement") with Buck Holdings L.P., a Delaware limited partnership ("Parent"), and Buck, a Tennessee corporation and wholly owned subsidiary of Parent. Parent is and Buck was (prior to the Merger) controlled by investment funds affiliated with Kohlberg Kravis Roberts...

  • Page 77
    ...): Cash and cash equivalents Short-term investments Merchandise inventories Income taxes receivable Deferred income taxes Prepaid expenses and other current assets Property and equipment, net Goodwill Intangible assets Other assets, net Current portion of long-term obligations Accounts payable...

  • Page 78
    ... estate strategies, as more fully described below. Inventory management In November 2006, the Company undertook an initiative to discontinue its historical inventory packaway model for virtually all merchandise by the end of fiscal 2007. Under the packaway model, unsold inventory items were stored...

  • Page 79
    ... in connection with the Merger. (c) Including reversals of deferred rent accruals totaling $0.5 million, of which $0.1 million is reflected in 2006, and $0.4 million is reflected in 2007. Excludes accretion expense to be incurred in future periods. Other associated store closing costs as listed in...

  • Page 80
    ...) 409 4,306 (21,011) 22,157 (2,921) 19,236 (1,775) Predecessor February 3, 2007 to July 6, 2007 $ 31,114 495 1,258 32,867 (18,750) (2,124) (20,874) 11,993 $ (In thousands) Current: Federal Foreign State Deferred: Federal Foreign State 2006 101,919 1,200 17,519 120,638 (34,807) 13 (3,424) (38,218...

  • Page 81
    ... allowance, and an increase related to a non-recurring benefit recognized in 2005 related to an internal restructuring. Offsetting these rate increases was a reduction in the income tax rate related to federal income tax credits. Due to the reduction in the Company' s 2006 income before tax, a small...

  • Page 82
    ... compensation expense Accrued expenses and other Accrued rent Accrued insurance Deferred gain on sale/leasebacks Inventories Interest rate hedges Tax benefit of FIN 48 income tax and interest reserves Other State tax net operating loss carryforwards, net of federal tax State tax credit carryforwards...

  • Page 83
    ...6, 2007, the Internal Revenue Service completed an examination of the Company' s federal income tax returns through fiscal year 2003 resulting in a net income tax refund. There are no unresolved issues related to this examination. None of the Company' s federal income tax returns are currently under...

  • Page 84
    ... 1, 2008 (after the merger and the related application of purchase accounting), approximately $0.3 million of the reserve for uncertain tax positions would impact the Company' s effective income tax rate if the Company were to recognize the tax benefit for these positions. A reconciliation of the...

  • Page 85
    .... Borrowings under the New Credit Facilities bear interest at a rate equal to an applicable margin plus, at the Company' s option, either (a) LIBOR or (b) a base rate (which is usually equal to the prime rate). The applicable margin for borrowings is (i) under the term loan facility, 2.75% with...

  • Page 86
    ...-priority pledge of the capital stock held by the Company. All obligations under the asset-based revolving credit facility are secured by all existing and after-acquire inventory and accounts receivable, subject to certain exceptions. The New Credit Facilities contain certain covenants, including...

  • Page 87
    ... the Company' s fiscal years listed below are as follows (in thousands): 2008 - $3,246; 2009 - $13,009; 2010 - $25,171; 2011 - $23,254; 2012 - $23,272; thereafter - $4,216,034. On July 6, 2007, immediately after the completion of the Merger, the Company completed a cash tender offer to purchase any...

  • Page 88
    ... Company acquired the third party entity, which owned legal title to the South Boston DC assets and had issued the related debt in connection with the original financing transaction. There was no material gain or loss recognized as a result of this transaction. Based on the Company' s ownership of...

  • Page 89
    ... District Court for the Northern District of Alabama (Case No. 7:06-cv-01537-LSC) ("Richter") in which the plaintiff alleges that she and other current and former Dollar General store managers were improperly classified as exempt executive employees under the FLSA and seeks to recover overtime pay...

  • Page 90
    ... nationwide class of current and former store managers. The Company opposed the plaintiff' s motion. On March 23, 2007, the court conditionally certified a nationwide class of individuals who worked for Dollar General as store managers since August 7, 2003. The number of persons who will be included...

  • Page 91
    ...Equal Pay Act who worked for Dollar General as store managers between November 30, 2004 and November 30, 2007. The notice was issued on January 11, 2008, and persons to whom the notice was sent were required to opt into the suit by March 11, 2008. The Company will have an opportunity at the close of...

  • Page 92
    ... Company or settled by the Company, may result in liability material to the Company' s financial position or may negatively affect our operating results if changes to the Company' s business operation are required. 8. Benefit plans The Dollar General Corporation 401(k) Savings and Retirement Plan...

  • Page 93
    ... the Dollar General Corporation CDP/SERP Plan) for a select group of management and highly compensated employees. The supplemental retirement plan is a noncontributory defined contribution plan with annual Company contributions ranging from 2% to 12% of base pay plus bonus depending upon age plus...

  • Page 94
    ... invested in the Common Stock Option were payable in shares of Dollar General common stock and cash in lieu of fractional shares. As a result of the Merger, the CDP/SERP Plan liabilities were fully funded into an irrevocable rabbi trust. All account balances deemed to be invested in the Common Stock...

  • Page 95
    ... exercise price of each in-the-money option. Additionally, each restricted stock and restricted stock unit holder received $22.00 in cash, without interest and less applicable withholding taxes. Certain stock options held by Company management were exchanged for new options to purchase common stock...

  • Page 96
    ... Plan provides for the granting of stock options, stock appreciation rights, and other stock-based awards or dividend equivalent rights to key employees, directors, consultants or other persons having a service relationship with the Company, its subsidiaries and certain of its affiliates. The number...

  • Page 97
    ... held shares, Rollover Options, and vested new options, the management stockholder' s agreement which the Company entered into with certain executive officers provides such officers with an additional repurchase right in the event their employment terminates for any reason prior to July 21, 2008...

  • Page 98
    ...Expected dividend yield Expected stock price volatility Weighted average risk-free interest rate Expected term of options (years) Expected dividend yield - This is an estimate of the expected dividend yield on the Company' s stock. Prior to the Merger this estimate was based on historical dividend...

  • Page 99
    ... a purchase price of zero. The Company records compensation expense on a straight-line basis over the restriction period based on the market price of the underlying stock on the date of grant. The nonvested restricted stock and restricted stock unit awards granted under the plan to employees during...

  • Page 100
    ... average exercise price of $1.25. All stock options granted prior to the Merger in the period ended July 6, 2007 and the year ended February 2, 2007 under the terms of the Company' s pre-merger stock incentive plan were non-qualified stock options issued at a price equal to the fair market value...

  • Page 101
    ..., (ii) an initial public offering, (iii) termination without cause or due to death or disability, or (iv) the last day of the Company' s 2011 fiscal year. These shares represent the only outstanding restricted shares as of February 1, 2008. At February 1, 2008, the total compensation cost related to...

  • Page 102
    ... as debt financing costs or as direct acquisition costs. The Company entered into a monitoring agreement, dated July 6, 2007, with affiliates of certain of the Investors pursuant to which those entities will provide management and advisory services to the Company. Under the terms of the monitoring...

  • Page 103
    ...and was received in 2006. Insurance recoveries related to fixed assets losses are included in cash flows from investing activities and recoveries related to inventory losses and business interruption are included in cash flows from operating activities. 13. Segment reporting The Company manages its...

  • Page 104
    ... results of operations of Buck Acquisition Corp. for the period prior to its merger with and into Dollar General Corporation from March 6, 2007 (its formation) through July 6, 2007 (reflecting the change in fair value of interest rate swaps), and the post-merger results of Dollar General Corporation...

  • Page 105
    ... inventory packaway strategy. The review resulted in plans to close approximately 400 underperforming stores and to eliminate nearly all packaway merchandise by the close of fiscal 2007. As a result, in the third quarter of 2006, the Company recorded SG&A charges and a lower of cost or market...

  • Page 106
    SUCCESSOR DOLLAR GENERAL CORPORATION BALANCE SHEET: ASSETS Current assets: Cash and cash equivalents Short-term investments Merchandise inventories Income tax receivable Deferred income taxes Prepaid expenses and other current assets Total current assets Net property and equipment Goodwill ...

  • Page 107
    PREDECESSOR DOLLAR GENERAL CORPORATION BALANCE SHEET: ASSETS Current assets: Cash and cash equivalents Short-term investments Merchandise inventories Income tax receivable Deferred income taxes Prepaid expenses and other current assets Total current assets Net property and equipment Deferred income ...

  • Page 108
    SUCCESSOR DOLLAR GENERAL CORPORATION STATEMENTS OF OPERATIONS: Net sales Cost of goods sold Gross profit Selling, general and administrative Operating profit (loss) Interest income Interest expense Loss on interest rate swaps Loss on debt retirement, net Income (loss) before income taxes Income ...

  • Page 109
    ...276 (7,002) 34,915 220,363 82,420 137,943 $ $ $ $ $ PREDECESSOR DOLLAR GENERAL CORPORATION STATEMENTS OF OPERATIONS: Net sales Cost of goods sold Gross profit Selling, general and administrative Operating profit Interest income Interest expense Income before income taxes Income taxes Equity in...

  • Page 110
    ... and other current assets Accounts payable Accrued expenses and other Income taxes Other Net cash provided by (used in) operating activities Cash flows from investing activities: Acquisition, net of cash acquired Purchases of property and equipment Purchases of short-term investments Sales of short...

  • Page 111
    ... DOLLAR GENERAL CORPORATION STATEMENTS OF CASH FLOWS: Cash flows from operating activities: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization Deferred income taxes Noncash share-based compensation Tax benefit...

  • Page 112
    ... DOLLAR GENERAL CORPORATION STATEMENTS OF CASH FLOWS: Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Deferred income taxes Noncash share-based compensation Tax benefit from stock...

  • Page 113
    ... DOLLAR GENERAL CORPORATION STATEMENTS OF CASH FLOWS: Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Deferred income taxes Noncash share-based compensation Tax benefit from stock...

  • Page 114
    ... ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. ITEM 9A(T). CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted...

  • Page 115
    ...Directors since July 2007. KKR is an affiliate of Dollar General. Mr. Agrawal joined KKR in 2006 and is a member of the Retail and Energy industry teams. Prior to joining KKR, he was a Vice President with Warburg Pincus, where he was involved in the execution and oversight of a number of investments...

  • Page 116
    ...He returned to New York with PIA in 2002 and became a managing director later that year. He became a partner in 2004. Goldman, Sachs & Co. is an affiliate of Dollar General. Mr. Jones is currently on the board of directors of Biomet, Inc., Burger King Holdings, Inc., Education Management Corporation...

  • Page 117
    ... Vice President, Retail Operations of Mervyn' s Department Store, a privately held company operating 265 department stores, where he was responsible for store operations, supply chain (including 4 distribution centers), real estate, construction, visual merchandising and interior planning, and loss...

  • Page 118
    ... Services, for Sanwa Business Credit Corporation from 1985 to 1993. Prior to joining Sanwa, she spent 13 years with Continental Illinois Leasing Corporation and Continental Bank, where her last position was Vice President and Division Head. Ms. Lowe serves as a director of The South Financial Group...

  • Page 119
    ... to Dollar General Corporation, c/o Investor Relations Department, 100 Mission Ridge, Goodlettsville, TN 37072. We intend to provide any required disclosure of any amendment to or waiver from the Code that applies to our principal executive officer, principal financial officer, principal accounting...

  • Page 120
    ... more detail in "Elements of 2007 NEO Compensation" below: • We generally target total compensation at the benchmarked median of our market comparator group, but we make adjustments based on circumstances, such as unique job descriptions and our particular niche in the retail sector, that are not...

  • Page 121
    ... positions. For 2007, the Compensation Committee directed Hewitt to provide data on total and individual compensation elements from its proprietary salary survey database and from the proxy statements of selected retail companies that met these criteria. We refer to this combined group as the market...

  • Page 122
    ... for an NEO' s total compensation, although the target for each compensation component relative to the competitive market varied. Elements of 2007 NEO Compensation We provide compensation in the form of base salary, short-term incentives, long-term incentives, benefits and perquisites. As discussed...

  • Page 123
    ...Source, Retail Ventures and Big Lots and the removal of Office Depot and RadioShack). This benchmarking data showed that there was a significant movement in the market median for Ms. Guion' s position and, as a result, the Committee adjusted her pay accordingly. The Committee approved 3% base salary...

  • Page 124
    ... comparable positions in our market comparator group. This analysis showed that our existing target salary payout percentages generally exceeded the market median, but that our total direct compensation would remain at or slightly above the market median because our long-term incentive compensation...

  • Page 125
    ... stock price increased. Long-term incentives are also important to our compensation program' s recruiting and retention objectives because most of the companies in our market comparator group offer them. Following the Merger, our long-term incentives are designed to compensate NEOs for a long-term...

  • Page 126
    ... NEOs, the Board required a personal financial investment in Dollar General in order for the employee to be eligible to receive an option grant under the 2007 Plan. That investment could be made in the form of cash, rollover of stock and/or rollover of in-the-money options issued prior to the...

  • Page 127
    ... in connection with Mr. Perdue' s supplemental executive retirement plan in the event of a change in control. We provide each NEO a life insurance benefit equal to 2.5 times his or her base salary to a maximum of $3 million. We pay the premiums and gross up the NEO' s income to pay the tax cost of...

  • Page 128
    ..., repairs, service, and insurance and provide a gross-up payment to pay the tax cost of the imputed income. We also provide a relocation assistance program to NEOs similar to that offered to certain other employees. In 2007, we incurred relocation expenses in accordance with this policy for Mr...

  • Page 129
    ... benefit supplemental executive retirement plan and the CDP. Compensation of Mr. Dreiling Mr. Dreiling entered into a five-year employment agreement to become CEO and a member of our Board effective January 21, 2008. Key compensatory provisions of the agreement include: • • Annual base salary...

  • Page 130
    ... the 2007 Plan. Payment of the premiums on his personal long-term disability insurance policy. Use of our plane for Mr. Dreiling and his spouse up to nine trips per year between our headquarters and his permanent residence in California. Reimbursement and gross-up for taxes of all closing costs and...

  • Page 131
    ... Code generally disallows a tax deduction to public companies for compensation over $1 million paid in any fiscal year to an NEO that is not performance-based compensation. We believe that compensation paid in 2007 associated with stock options under our 1998 Stock Incentive Plan would generally...

  • Page 132
    ... President, Merchandising, Marketing & Supply Chain Kathleen R. Guion, Division President, Store Operations & Store Development Challis M. Lowe, Executive Vice President, Human Resources (1) Year 2007 2007 2006 2007 Salary ($)(2) 34,615 488,390 1,037,540 717,528 Bonus ($)(3) 2,000,000 ---- Stock...

  • Page 133
    ... events, and a Merger closing gift. We incurred no incremental cost in connection with the occasional travel of Mr. Beré' s family members on our plane while accompanying him on business travel. (11) Includes $6,412 for premiums paid under our life and disability insurance programs, $58,618 for...

  • Page 134
    ...the incremental cost of providing certain perquisites, including $22,887 for personal use of a company-leased vehicle, a $5,000 directed charitable donation, and other amounts which individually did not equal the greater of $25,000 or 10% of total perquisites, including expenses relating to Ms. Lowe...

  • Page 135
    "Compensation Discussion and Analysis" above for further discussion of the fiscal 2007 Teamshare program. Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(3) All Other Stock Awards: Number of Shares of Stock or Units (#)(4) All Other Option Awards: Number of Securities ...

  • Page 136
    ... company, an initial public offering of the company, Mr. Dreiling' s termination without cause or due to death or disability, Mr. Dreiling' s resignation for good reason, or February 3, 2012. The pre-Merger RSU grants vested in connection with the Merger. Represents post-Merger grants of time-vested...

  • Page 137
    ... of time-vested, non-qualified stock options under the 1998 Stock Incentive Plan which became fully vested in connection with the Merger. The per share exercise price equals the closing market price of our common stock on the grant date. Represents Rollover Options which are governed by the terms of...

  • Page 138
    ... Units of Stock That Have Not Vested (#) --890,000(5 Market Value of Shares or Units of Stock That Have Not Vested ($)(1) --4,450,000 Name Mr. Dreiling Number of Securities Underlying Unexercised Options (#) Unexercisable 1,250,000(2) ------1,125,000 (2) Equity Incentive Plan Awards: Number of...

  • Page 139
    ... of the company, an initial public offering of the company, Mr. Dreiling' s termination without cause or due to death or disability, Mr. ...2007 and 75% on July 6, 2007. (14) As a result of the Merger on July 6, 2007, Ms. Guion forfeited 50,300 options having an exercise price higher than the Merger...

  • Page 140
    ... interest. The distribution to Mr. Perdue was made six months following his termination date to comply with Section 409A of the Internal Revenue Code (the "Code"). Mr. Perdue' s SERP provided for an annual normal retirement benefit equal to 25% of "final average compensation" upon retirement on or...

  • Page 141
    ... the target annual bonus for the current fiscal year. Mr. Perdue' s base salary and "applicable annual bonus" were assumed to have been paid during the additional years of credited service for the purpose of calculating his "final average compensation". For the purpose of his benefit calculation, Mr...

  • Page 142
    ... Compensation Table in the proxy statement for fiscal 2006. (4) (5) (6) (7) (8) Pursuant to the CDP, NEOs may annually elect to defer up to 65% of base salary and up to 100% of bonus pay. We currently match base pay deferrals at a rate of 100%, up to 5% of annual salary, with annual salary...

  • Page 143
    ... Mutual Fund Options are payable in cash and, prior to the Merger, account balances deemed to be invested in the Common Stock Option were payable in shares of Dollar General common stock and cash in lieu of fractional shares. As a result of the Merger, the CDP/SERP Plan liabilities were fully funded...

  • Page 144
    ... but unpaid base salary through his employment termination date, any accrued expenses and vacation pay. This payment was made in accordance with our normal payroll cycle and procedures. He also received timely payment or provision for any other accrued amounts or benefits required to be paid for...

  • Page 145
    ...2.5 times the NEO's annual base salary. We have excluded from the tables below amounts that the NEO would receive under our disability insurance program since the same benefit level is provided to all of our salaried employees. The NEO's CDP/SERP Plan benefit also becomes fully vested and is payable...

  • Page 146
    ... in base salary or target bonus level; our material breach of the employment agreement; the failure of any successor to all or substantially all of our business and/or assets to assume and agree to perform the employment agreement; our failure to continue any significant compensation plan or benefit...

  • Page 147
    ... claims against us and our affiliates in the form attached to the NEO' s employment agreement: √ Continuation of base salary for 24 months payable in accordance with our normal payroll cycle and procedures. √ A lump sum payment equal to 2 times the NEO's target incentive bonus (in the case of Mr...

  • Page 148
    ... the NEO had contact while employed by us, if that contact would likely interfere with our business relationships or result in an unfair competitive advantage over us. The NEO may not engage in any communications to persons outside Dollar General which disparages Dollar General or interferes with...

  • Page 149
    ..., he or she will receive, upon execution of a release of certain claims against us and our affiliates in the form attached to the NEO's employment agreement, a lump sum payment equal to 2 times the NEO's annual base salary plus 2 times the NEO's target incentive bonus, each as in effect immediately...

  • Page 150
    ... of related transactions: • the sale of all or substantially all of the assets of Buck Holdings, L.P. or us and our subsidiaries to any person (or group of persons acting in concert), other than to (x) investment funds affiliated with KKR or its affiliates or (y) any employee benefit plan (or...

  • Page 151
    ... final average compensation, we used his base salary on his termination date and his target annual bonus for fiscal 2007. We also credited interest to his SERP benefit for the period of time payment was delayed to him due to Section 409A of the Code. We reimbursed Mr. Perdue for excise taxes related...

  • Page 152
    ...'s, the 99 Cents Stores and Dollar Tree Stores, or any person then planning to enter the deep discount consumable basics retail business, if Mr. Perdue is required to perform services for that person which are substantially similar to those he provided or directed at any time while employed by us...

  • Page 153
    ...Event SERP Benefits Due to the Event Deferred Comp Plan Balance Prior to and After the Event Cash Severance Health & Welfare Continuation Payment Health & Welfare Continuation Gross-Up Payment To IRS Section 280(G) Excise Tax & Gross-Up Payment to IRS Life Insurance Proceeds Total Voluntary Without...

  • Page 154
    ... Stock & RSUs Due to the Event SERP Benefits Prior to the Event SERP Benefits Due to the Event Deferred Comp Plan Balance Prior to and After the Event Cash Severance Health & Welfare Continuation Payment Outplacement Section 280(G) Excise Tax & Gross-Up Due to the Event Life Insurance Proceeds Total...

  • Page 155
    ... Stock & RSUs Due to the Event SERP Benefits Prior to the Event SERP Benefits Due to the Event Deferred Comp Plan Balance Prior to and After the Event Cash Severance Health & Welfare Continuation Payment Outplacement Section 280(G) Excise Tax & Gross-Up Due to the Event Life Insurance Proceeds Total...

  • Page 156
    ... the Merger. None of our executive officers served as a member of a compensation committee or as a director of any entity of which any of our directors served as an executive officer during fiscal 2007. (b) Director Compensation. The following tables and text discuss the compensation of persons who...

  • Page 157
    ..."), except forfeitures related to service-based vesting conditions were disregarded. Additional information related to the calculation of the compensation cost is set forth in Note 9 of the annual consolidated financial statements included in this report. As a result of the Merger, all outstanding...

  • Page 158
    ... of cash and stock-based incentive compensation to attract and retain qualified Board candidates. Subsequent to the Merger, our compensation structure includes only cash. For both periods, we did not compensate for Board service any director who was also a Dollar General employee. Cash Compensation...

  • Page 159
    ... the right to receive one share of Dollar General common stock. In accordance with the terms of our 1998 Stock Incentive Plan, we credited dividend equivalents to the director' s RSU account as additional RSUs whenever we declared a cash dividend on our common stock. Directors did not have...

  • Page 160
    ... to terminate the Deferred Compensation Plan for Non-Employee Directors effective as of December 31, 2007. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (a) Equity Compensation Plan Information. The following table sets forth information...

  • Page 161
    ...to such securities and thus disclaims beneficial ownership with respect thereto. The address of KKR is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. (2) Indirectly held through Buck Holdings, L.P. (3) Includes the following number of shares held by the...

  • Page 162
    ... of our Compensation Committee members would meet the NYSE' s independence requirements. We do not have a nominating/corporate governance committee, or a committee that serves a similar purpose. (b) Director Independence (pre-Merger). Until the Merger on July 6, 2007, our Board of Directors at least...

  • Page 163
    ... was a member of management), were independent from our management under both the NYSE' s listing standards and our additional categorical independence standards based on information known at that time. Any relationship between an independent director and Dollar General or our management were either...

  • Page 164
    ...rolled over in connection with the Merger that such Management Stockholder then holds if such Management Stockholder resigns or is terminated within such time frame. Following the initial public offering of our common stock, certain members of senior management, including the executive officers (the...

  • Page 165
    ... members of our management (the "Senior Management Participants") were offered the opportunity to roll over portions of their equity and/or options and to purchase additional equity of Dollar General. In connection with such investment and the Merger, we adopted a new stock incentive plan pursuant...

  • Page 166
    ... The Plan provides for the granting of stock options, stock appreciation rights, and other stock-based awards or dividend equivalent rights to key employees, directors, consultants or other persons having a service relationship with us, our subsidiaries and certain of our affiliates. The number of...

  • Page 167
    ... secured term loan facility (affiliates of KKR and Wellington Management Company, LLP are also lenders under this facility) and (ii) a senior secured asset-based revolving credit facility of up to $1.125 billion. Goldman Sachs Credit Partners L.P. also served as syndication agent for each of the new...

  • Page 168
    ... Officer of Capstone. Although neither KKR nor any entity affiliated with KKR owns any of the equity of Capstone, prior to January 1, 2007 KKR had provided financing to Capstone. (d) Related Party Transaction Approval Policy. Prior to the Merger, as a public company, we had policies and procedures...

  • Page 169
    ... interest or other policy as further described below. Pursuant to our Code of Business Conduct and Ethics and prior to the Merger, the Nominating and Corporate Governance Committee of our Board reviewed and resolved any conflict of interest involving directors or executive officers. In addition, if...

  • Page 170
    ... were billed or when the services were rendered. (2) 2007 fees include services relating to the employee benefit plan audit, as well as accounting consultation services relating to the Merger. 2006 fees include services relating to accounting consultations regarding Financial Accounting Standards...

  • Page 171
    ... IV ITEM 15. (a) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial...

  • Page 172
    ... has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DOLLAR GENERAL CORPORATION Date: March 28, 2008 By: /s/ Richard W. Dreiling Richard W. Dreiling, Chief Executive Officer We, the undersigned directors and officers of the Registrant, hereby...

  • Page 173
    ... has not sent to its security holders an annual report covering its last fiscal year. In addition, the Registrant has not sent to security holders any proxy statement, form of proxy or other proxy soliciting material since such time as the registration of Registrant' s securities under Section...

  • Page 174
    ... Merger, dated as of March 11, 2007, by and among Buck Holdings, L.P., Buck Acquisition Corp., and Dollar General Corporation (incorporated by reference to Exhibit 2.1 to Dollar General Corporation' s Current Report on Form 8-K dated March 11, 2007, filed with the SEC on March 12, 2007 (file number...

  • Page 175
    ...to Exhibit 4.2 to Dollar General Corporation' s Quarterly Report on Form 10-Q for the quarter ended November 3, 2006, filed with the SEC on December 12, 2006 (file number 001-11421)) Tenth Supplemental Indenture, dated as of July 6, 2007, by and among Dollar General Corporation, the guarantors named...

  • Page 176
    by reference to Exhibit 4.1 to Dollar General Corporation' s Current Report on Form 8-K dated July 6, 2007, filed with the SEC on July 12, 2007 (file number 001-11421)) 4.13 Senior Indenture, dated July 6, 2007, among Buck Acquisition Corp., Dollar General Corporation, the guarantors named therein ...

  • Page 177
    ... initial purchasers named therein (incorporated by reference to Exhibit 4.10 to Dollar General Corporation' s Current Report on Form 8-K dated July 6, 2007, filed with the SEC on July 12, 2007 (file number 001-11421)) Registration Rights Agreement, dated July 6, 2007, among Buck Holdings, L.P., Buck...

  • Page 178
    ...to Exhibit 4.6 to Dollar General Corporation' s Current Report on Form 8-K dated July 6, 2007, filed with the SEC on July 12, 2007 (file number 001-11421)) Guarantee, dated as of September 11, 2007, to the ABL Credit Agreement, between DC Financial, LLC and The CIT Group/Business Credit Inc., as ABL...

  • Page 179
    ... CIT Group/Business Credit Inc., as ABL Collateral Agent (incorporated by reference to Exhibit 4.32 to Dollar General Corporation' s Amendment No. 1 to Registration Statement on Form S-4, filed with the SEC on January 25, 2008 (file number 333-148320)) 2007 Stock Incentive Plan for Key Employees of...

  • Page 180
    ... Challis Lowe, Buck Holdings, L.P. and Dollar General Corporation, dated July 5, 2007, regarding call right and termination without good reason provision in Management Stockholder' s Agreement (incorporated by reference to Exhibit 10.6 to Dollar General Corporation' s Registration Statement on Form...

  • Page 181
    ... reference to Exhibit 10.1 to Dollar General Corporation' s Current Report on Form 8-K dated July 6, 2007, filed with the SEC on July 12, 2007 (file number 001-11421))* 10.23 Extension of Initial Term of Employment Agreement, dated December 27, 2007, between Dollar General Corporation and David Ber...

  • Page 182
    ...to Dollar General Corporation' s Current Report on Form 8-K dated March 30, 2006, filed with the SEC on April 5, 2006) (file number 001-11421))* 10.28 Employment Agreement with Challis M. Lowe effective April 1, 2006 (incorporated by reference to Exhibit 10.31 to Dollar General Corporation' s Annual...

  • Page 183
    24 Powers of Attorney (included as part of the signature pages hereto) 31 Certifications of CEO and CFO under Exchange Act Rule 13a-14(a). 32 Certifications of CEO and CFO under 18 U.S.C. 1350. * Management Contract or Compensatory Plan 181