Dollar General 2012 Annual Report Download - page 167

10-K
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. Share-based payments (Continued)
The fair value method of accounting for share-based awards resulted in share-based compensation
expense (a component of SG&A expenses) and a corresponding reduction in net income before income
taxes as follows:
Equity
Stock Performance Restricted Appreciation
(In thousands) Options Stock Units Stock Units Rights Total
Year ended February 1, 2013
Pre-tax ........................... $14,078 $4,082 $3,504 $ — $21,664
Net of tax ........................ $ 8,578 $2,487 $2,135 $ — $13,200
Year ended February 3, 2012
Pre-tax ........................... $15,121 $ — $ 129 $ 8,731 $23,981
Net of tax ........................ $ 9,208 $ — $ 79 $ 5,317 $14,604
Year ended January 28, 2011
Pre-tax ........................... $12,722 $ — $ 83 $17,366 $30,171
Net of tax ........................ $ 7,755 $ — $ 51 $10,587 $18,393
12. Related party transactions
From time to time the Company may conduct business with related parties including KKR and
Goldman, Sachs and Co., and references herein to these entities include their affiliates. KKR and
Goldman, Sachs & Co. indirectly own a significant portion of the Company’s common stock. Two of
KKR’s members and a managing director of Goldman, Sachs & Co. serve on the Company’s Board of
Directors.
KKR and Goldman, Sachs & Co. (among other entities) are or may be lenders, agents or
arrangers under the Company’s Term Loan Facility and ABL Facility discussed in further detail in
Note 6. The Company made interest payments of approximately $62.0 million, $66.4 million and
$53.4 million on the Term Loan Facility, and $6.0 million, $2.8 million and zero on the ABL Facility,
during 2012, 2011 and 2010, respectively. In connection with the March 2012 amendment to the Term
Loan Facility, KKR received $0.4 million. In connection with the March 2012 ABL Facility and Term
Loan Facility amendments, Goldman, Sachs & Co. received $0.1 million and $0.4 million, respectively.
On October 9, 2012, the Term Loan and ABL Facilities were further amended to add additional
capacity for the Company to repurchase, redeem or otherwise acquire shares of its capital stock, not to
exceed $250.0 million. The Company incurred a fee of $1.7 million associated with these amendments,
which was reimbursed to the Company by Buck Holdings, L.P. (which is controlled by KKR and
Goldman Sachs & Co.) and such reimbursement was recorded as a capital contribution during 2012.
As joint book-running managers in connection with the issuance of the Senior Notes, KKR and
Goldman Sachs & Co. received an equivalent share of approximately $2.3 million during 2012.
Goldman, Sachs & Co. was a counterparty to an amortizing interest rate swap which matured on
July 31, 2012. The swap was entered into in connection with the Term Loan Facility. The Company
paid Goldman, Sachs & Co. approximately $2.5 million, $13.9 million and $12.9 million in 2012, 2011
and 2010, respectively, pursuant to this interest rate swap.
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