UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 1, 2019

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________

Commission File Number: 001-11421

DOLLAR GENERAL CORPORATION

(Exact name of Registrant as specified in its charter)

TENNESSEE		61-0502302
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

100 MISSION RIDGE

GOODLETTSVILLE, TN 37072

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (615) 855-4000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.875 per share	DG	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The Registrant had 254,600,137 shares of common stock outstanding on November 29, 2019.

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	November 1,		February 1,
	2019		2019
ASSETS	(Unaudited)		(see Note 1)
Current assets:
Cash and cash equivalents	$	276,076	$	235,487
Merchandise inventories		4,496,377		4,097,004
Income taxes receivable		103,188		57,804
Prepaid expenses and other current assets		192,901		272,725
Total current assets		5,068,542		4,663,020
Net property and equipment		3,131,073		2,970,806
Operating lease assets		8,639,378		—
Goodwill		4,338,589		4,338,589
Other intangible assets, net		1,200,059		1,200,217
Other assets, net		35,149		31,406
Total assets	$	22,412,790	$	13,204,038
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term obligations	$	555	$	1,950
Current portion of operating lease liabilities		940,504		—
Accounts payable		2,844,171		2,385,469
Accrued expenses and other		717,467		618,405
Income taxes payable		3,341		10,033
Total current liabilities		4,506,038		3,015,857
Long-term obligations		2,762,490		2,862,740
Long-term operating lease liabilities		7,688,923		—
Deferred income taxes		634,041		609,687
Other liabilities		173,003		298,361
Commitments and contingencies
Shareholders’ equity:
Preferred stock		—		—
Common stock		222,775		227,072
Additional paid-in capital		3,308,160		3,252,421
Retained earnings		3,120,738		2,941,107
Accumulated other comprehensive loss		(3,378)		(3,207)
Total shareholders’ equity		6,648,295		6,417,393
Total liabilities and shareholders' equity	$	22,412,790	$	13,204,038

See notes to condensed consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)


	For the 13 weeks ended				For the 39 weeks ended
	November 1,		November 2,		November 1,		November 2,
	2019		2018		2019		2018
Net sales	$	6,991,393	$	6,417,462	$	20,596,331	$	18,975,234
Cost of goods sold		4,926,307		4,522,403		14,380,033		13,243,053
Gross profit		2,065,086		1,895,059		6,216,298		5,732,181
Selling, general and administrative expenses		1,573,669		1,452,916		4,634,869		4,254,378
Operating profit		491,417		442,143		1,581,429		1,477,803
Interest expense		24,264		24,586		75,007		74,810
Other (income) expense		—		—		—		1,019
Income before income taxes		467,153		417,557		1,506,422		1,401,974
Income tax expense		101,603		83,415		329,304		295,743
Net income	$	365,550	$	334,142	$	1,177,118	$	1,106,231
Earnings per share:
Basic	$	1.43	$	1.26	$	4.57	$	4.15
Diluted	$	1.42	$	1.26	$	4.54	$	4.14
Weighted average shares outstanding:
Basic		256,041		264,490		257,618		266,404
Diluted		257,699		265,522		259,022		267,294

Dividends per share	$	0.32	$	0.29	$	0.96	$	0.87

See notes to condensed consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	For the 13 weeks ended				For the 39 weeks ended
	November 1,		November 2,		November 1,		November 2,
	2019		2018		2019		2018
Net income	$	365,550	$	334,142	$	1,177,118	$	1,106,231
Unrealized net gain (loss) on hedged transactions, net of related income tax expense (benefit) of $86, $86, $258, and $258, respectively		243		243		730		730
Comprehensive income	$	365,793	$	334,385	$	1,177,848	$	1,106,961

See notes to condensed consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands, except per share amounts)


								Accumulated
	Common			Additional				Other
	Stock	Common		Paid-in		Retained		Comprehensive
	Shares	Stock		Capital		Earnings		Loss		Total
Balances, August 2, 2019	257,068	$	224,935	$	3,292,902	$	3,234,944	$	(3,621)	$	6,749,160
Net income	—		—		—		365,550		—		365,550
Dividends paid, $0.32 per common share	—		—		—		(81,640)		—		(81,640)
Unrealized net gain (loss) on hedged transactions	—		—		—		—		243		243
Share-based compensation expense	—		—		11,100		—		—		11,100
Repurchases of common stock	(2,527)		(2,211)		—		(398,116)		—		(400,327)
Other equity and related transactions	59		51		4,158		—		—		4,209
Balances, November 1, 2019	254,600	$	222,775	$	3,308,160	$	3,120,738	$	(3,378)	$	6,648,295


Balances, August 3, 2018	265,532	$	232,340	$	3,222,233	$	2,928,064	$	(3,695)	$	6,378,942
Net income	—		—		—		334,142		—		334,142
Dividends paid, $0.29 per common share	—		—		—		(76,519)		—		(76,519)
Unrealized net gain (loss) on hedged transactions	—		—		—		—		243		243
Share-based compensation expense	—		—		9,412		—		—		9,412
Repurchases of common stock	(2,771)		(2,424)		—		(295,540)		—		(297,964)
Other equity and related transactions	121		106		7,525		—		1		7,632
Balances, November 2, 2018	262,882	$	230,022	$	3,239,170	$	2,890,147	$	(3,451)	$	6,355,888


Balances, February 1, 2019	259,511	$	227,072	$	3,252,421	$	2,941,107	$	(3,207)	$	6,417,393
Net income	—		—		—		1,177,118		—		1,177,118
Dividends paid, $0.96 per common share	—		—		—		(246,787)		—		(246,787)
Unrealized net gain (loss) on hedged transactions	—		—		—		—		730		730
Share-based compensation expense	—		—		35,605		—		—		35,605
Repurchases of common stock	(5,566)		(4,870)		—		(780,431)		—		(785,301)
Transition adjustment upon adoption of leases accounting standard (see Note 1)	—		—		—		28,830		—		28,830
Other equity and related transactions	655		573		20,134		901		(901)		20,707
Balances, November 1, 2019	254,600	$	222,775	$	3,308,160	$	3,120,738	$	(3,378)	$	6,648,295


Balances, February 2, 2018	268,733	$	235,141	$	3,196,462	$	2,698,352	$	(4,181)	$	6,125,774
Net income	—		—		—		1,106,231		—		1,106,231
Dividends paid, $0.87 per common share	—		—		—		(231,267)		—		(231,267)
Unrealized net gain (loss) on hedged transactions	—		—		—		—		730		730
Share-based compensation expense	—		—		31,191		—		—		31,191
Repurchases of common stock	(6,456)		(5,649)		—		(641,853)		—		(647,502)
Transition adjustment upon adoption of intra-entity transfers accounting standard (see Note 1)	—		—		—		(41,316)		—		(41,316)
Other equity and related transactions	605		530		11,517		—		—		12,047
Balances, November 2, 2018	262,882	$	230,022	$	3,239,170	$	2,890,147	$	(3,451)	$	6,355,888

See notes to condensed consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	For the 39 weeks ended
	November 1,		November 2,
	2019		2018
Cash flows from operating activities:
Net income	$	1,177,118	$	1,106,231
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		372,378		336,363
Deferred income taxes		14,308		25,790
Loss on debt retirement		—		1,019
Noncash share-based compensation		35,605		31,191
Other noncash (gains) and losses		10,531		26,623
Change in operating assets and liabilities:
Merchandise inventories		(401,006)		(388,113)
Prepaid expenses and other current assets		(24,345)		(13,559)
Accounts payable		425,414		310,552
Accrued expenses and other liabilities		108,906		84,008
Income taxes		(52,076)		(5,649)
Other		(5,723)		(339)
Net cash provided by (used in) operating activities		1,661,110		1,514,117
Cash flows from investing activities:
Purchases of property and equipment		(518,051)		(550,916)
Proceeds from sales of property and equipment		1,910		1,835
Net cash provided by (used in) investing activities		(516,141)		(549,081)
Cash flows from financing activities:
Issuance of long-term obligations		—		499,495
Repayments of long-term obligations		(525)		(576,977)
Net increase (decrease) in commercial paper outstanding		(90,800)		(23,200)
Costs associated with issuance and retirement of debt		(1,675)		(4,384)
Repurchases of common stock		(785,301)		(647,502)
Payments of cash dividends		(246,776)		(231,228)
Other equity and related transactions		20,697		12,007
Net cash provided by (used in) financing activities		(1,104,380)		(971,789)
Net increase (decrease) in cash and cash equivalents		40,589		(6,753)
Cash and cash equivalents, beginning of period		235,487		267,441
Cash and cash equivalents, end of period	$	276,076	$	260,688
Supplemental schedule of noncash investing and financing activities:
Right of use assets obtained in exchange for new operating lease liabilities	$	1,311,734	$	—
Purchases of property and equipment awaiting processing for payment, included in Accounts payable	$	96,950	$	79,627

See notes to condensed consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.	Basis of presentation

The accompanying unaudited condensed consolidated financial statements of Dollar General Corporation and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Such financial statements consequently do not include all of the disclosures normally required by U.S. GAAP for annual financial statements or those normally made in the Company’s Annual Report on Form 10-K, including the condensed consolidated balance sheet as of February 1, 2019 which was derived from the audited consolidated financial statements at that date. Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 for additional information.

The Company’s fiscal year ends on the Friday closest to January 31. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s 2019 fiscal year is scheduled to be a 52-week accounting period ending on January 31, 2020, and the 2018 fiscal year was a 52-week accounting period that ended on February 1, 2019.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices. In management’s opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position as of November 1, 2019 and results of operations for the 13-week and 39-week accounting periods ended November 1, 2019 and November 2, 2018 have been made.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Because the Company’s business is moderately seasonal, the results for interim periods are not necessarily indicative of the results to be expected for the entire year.

The Company uses the last-in, first-out (“LIFO”) method of valuing inventory. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, sales for the year and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation. The Company recorded a LIFO provision of $3.2 million and $12.5 million in the respective 13-week periods, and $9.7 million and $18.0 million in the respective 39-week periods, ended November 1, 2019 and November 2, 2018. In addition, ongoing estimates of inventory shrinkage and initial markups and markdowns are included in the interim cost of goods sold calculation.

The Company adopted new accounting guidance related to leases as of February 2, 2019, using the modified retrospective approach. Under this approach, existing leases were recorded at the adoption date, and comparative periods were not restated and are presented under previously existing guidance. In addition, the Company elected the package of practical expedients permitted under the transition guidance in the standard, which among other things, allowed the carry forward of historical conclusions for lease identification, lease classification, and initial direct costs. The Company is accounting for leases with a term of less than one year under the short-term policy election. The Company also elected the practical expedient to not separate lease components from the non-lease components (typically fixed common-area maintenance costs at its retail store locations) for all classes of leased assets. The Company chose not to elect the hindsight practical expedient. Factors incorporated into the calculation of lease discount rates include the valuations and yields of the Company’s senior notes, their credit spread over comparable U.S. Treasury rates, and an index of the credit spreads for all North American investment grade companies by rating. To determine an indicative secured rate, the Company uses the estimated credit spread improvement that would result from an upgrade of one ratings classification by tenor.

Adoption of the leasing standard resulted in right of use operating lease assets and operating lease liabilities of approximately $8.0 billion each as of February 2, 2019. The cumulative effect of applying the standard resulted in an adjustment to retained earnings of $28.8 million at February 2, 2019, primarily for the elimination of deferred gain on a 2013 sale-leaseback transaction. Because the standard was adopted under the modified retrospective approach, it did not impact the Company’s historical consolidated net income or cash flows.

In February 2018, the FASB issued new accounting guidance for the reclassification of certain tax effects from accumulated other comprehensive income which gives entities the option to reclassify to retained earnings tax effects related to items that have been stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act (“TCJA”). An entity that elects to reclassify these amounts must reclassify stranded tax effects related to the TCJA’s change in US federal tax rate for all items accounted for in other comprehensive income. These entities can also elect to reclassify other stranded effects that relate to the TCJA but do not directly relate to the change in the federal tax rate. The Company adopted this standard in the first quarter of 2019 and recorded a transition adjustment of $0.9 million, which is reflected as a reclassification from accumulated other comprehensive loss to retained earnings in the accompanying condensed consolidated financial statements.

In October 2016, the FASB issued amendments to existing guidance related to accounting for intra-entity transfers of assets other than inventory, which affected the Company’s historical accounting for intra-entity transfers of certain intangible assets. This guidance was effective for the Company in 2018. The amendments were applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company adopted this guidance effective February 3, 2018 which resulted in an increase in deferred income tax liabilities and a decrease in retained earnings of $41.3 million.

In January 2017, the FASB issued amendments to existing guidance related to the subsequent measurement of goodwill. These amendments modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. Subsequent to adoption, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments should be applied on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. The Company currently does not anticipate a material effect on its consolidated results of operations, financial position or cash flows to result from the adoption of this guidance.

2.	Earnings per share

Earnings per share is computed as follows (in thousands, except per share data):


	13 Weeks Ended November 1, 2019					13 Weeks Ended November 2, 2018
			Weighted					Weighted
	Net		Average	Per Share		Net		Average	Per Share
	Income		Shares	Amount		Income		Shares	Amount
Basic earnings per share	$	365,550	256,041	$	1.43	$	334,142	264,490	$	1.26
Effect of dilutive share-based awards			1,658					1,032
Diluted earnings per share	$	365,550	257,699	$	1.42	$	334,142	265,522	$	1.26


	39 Weeks Ended November 1, 2019					39 Weeks Ended November 2, 2018
			Weighted					Weighted
	Net		Average	Per Share		Net		Average	Per Share
	Income		Shares	Amount		Income		Shares	Amount
Basic earnings per share	$	1,177,118	257,618	$	4.57	$	1,106,231	266,404	$	4.15
Effect of dilutive share-based awards			1,404					890
Diluted earnings per share	$	1,177,118	259,022	$	4.54	$	1,106,231	267,294	$	4.14

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is determined based on the dilutive effect of share-based awards using the treasury stock method.

Share-based awards that were outstanding at the end of the respective periods, but were not included in the computation of diluted earnings per share because the effect of exercising such awards would be antidilutive, were 0.1 million and 0.7 million in the respective 13-week periods, and 0.4 million and 0.8 million in the respective 39-week periods, ended November 1, 2019 and November 2, 2018.

3.	Income taxes

Under the accounting standards for income taxes, the asset and liability method is used for computing the future income tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns.

Income tax reserves are determined using the methodology established by accounting standards for income taxes which require companies to assess each income tax position taken using the following two-step approach. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position.

The Company’s 2015 and earlier tax years are not open for further examination by the Internal Revenue Service (“IRS”). The IRS, at its discretion, may choose to examine the Company’s 2016 through 2018 fiscal year income tax filings. The Company has various state income tax examinations that are currently in progress. Generally, with few exceptions, the Company’s 2016 and later tax years remain open for examination by the various state taxing authorities.

As of November 1, 2019, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $5.0 million, $0.4 million and $0.0 million, respectively, for a total of $5.4 million. This total amount is reflected in noncurrent other liabilities in the condensed consolidated balance sheet.

The Company’s reserve for uncertain tax positions is not expected to be reduced in the coming twelve months as a result of expiring statutes of limitations. As of November 1, 2019, approximately $5.0 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.

The effective income tax rates for the 13-week and 39-week periods ended November 1, 2019 were 21.7% and 21.9%, respectively, compared to rates of 20.0% and 21.1%, respectively, for the 13-week and 39-week periods ended November 2, 2018. The tax rates for the 13-week and 39-week periods in 2019 were higher than the comparable 13-week and 39-week periods in 2018 primarily due to an increase in income taxes resulting from changes in state income tax laws and a federal income tax benefit arising from the TCJA in the 2018 periods that did not reoccur in the comparable 2019 periods. Partially offsetting these factors were greater tax benefits associated with share-based compensation in the 2019 39-week period compared to the same period in 2018, which reduced the income tax rate.

4.Leases

As of November 1, 2019, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities. Many of the Company’s store locations are subject to build-to-suit arrangements with landlords which typically carry a primary lease term of up to 15 years. The Company does not control build-to-suit properties during the construction period. Store locations not subject to build-to-suit arrangements are typically shorter-term leases. Certain of the Company’s leased store locations have variable payments based upon actual costs of common area maintenance, real estate taxes and property and liability insurance. In addition, some of the Company’s leased store locations have provisions for variable payments based upon a specified percentage of defined sales volume. The Company’s leased distribution facilities are subject to operating lease agreements, with the exception of one distribution facility which is subject to a financing transaction. The Company’s lease agreements generally do not contain material restrictive covenants.

Most of the Company’s leases include one or more options to renew and extend the lease term. The exercise of lease renewal options is at the Company’s sole discretion. Generally, a renewal option is not deemed to be reasonably certain to be exercised until such option is legally executed. The Company’s leases do not include purchase options or residual value guarantees on the leased property. The depreciable life of leasehold improvements are limited by the expected lease term.

All of the Company’s leases are classified as operating leases and the associated assets and liabilities are presented as separate captions in the condensed consolidated balance sheet. At November 1, 2019, the weighted-average remaining lease term for the Company’s leases is 10.2 years, and the weighted average discount rate is 4.3%. For the 39-week period ended November 1, 2019, operating lease cost of $944.8 million and variable lease cost of $180.7 million were reflected as selling, general and administrative expenses in the condensed consolidated statement of income. Cash paid for amounts included in the measurement of operating lease liabilities of $949.0 million was reflected in cash flows from operating activities in the condensed consolidated statement of cash flows for the 39-week period ended November 1, 2019.

The scheduled maturity of the Company’s operating lease liabilities is as follows:


(In thousands)
2019	$	324,865
2020		1,276,770
2021		1,224,926
2022		1,158,951
2023		1,089,967
Thereafter		5,551,316
Total lease payments (a)		10,626,795
Less imputed interest		(1,997,368)
Present value of lease liabilities	$	8,629,427

a)	Excludes approximately $0.7 billion of legally binding minimum lease payments for leases signed which have not yet commenced.

5.	Current and long-term obligations

Current and long-term obligations consist of the following:


	November 1,		February 1,
(In thousands)	2019		2019
Revolving Facility	$	—	$	—
3.250% Senior Notes due April 15, 2023 (net of discount of $900 and $1,084)		899,100		898,916
4.150% Senior Notes due November 1, 2025 (net of discount of $507 and $562)		499,493		499,438
3.875% Senior Notes due April 15, 2027 (net of discount of $346 and $375)		599,654		599,625
4.125% Senior Notes due May 1, 2028 (net of discount of $439 and $471)		499,561		499,529
Unsecured commercial paper notes		276,100		366,900
Capital lease obligations		—		10,977
Tax increment financing due February 1, 2035		5,835		6,360
Debt issuance costs, net		(16,698)		(17,055)
		2,763,045		2,864,690
Less: current portion		(555)		(1,950)
Long-term portion	$	2,762,490	$	2,862,740

On September 10, 2019, the Company entered into an amended and restated credit agreement, providing for a $1.25 billion unsecured five-year revolving credit facility (the “Revolving Facility”) of which up to $175.0 million is available for letters of credit.

Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) LIBOR or (b) a base rate (which is usually equal to the prime rate). The applicable interest rate margin for borrowings as of November 1, 2019 was 1.015% for LIBOR borrowings and 0.015% for base-

rate borrowings. The Company is also required to pay a facility fee, payable on any used and unused commitment amounts of the Revolving Facility, and customary fees on letters of credit issued under the Revolving Facility. As of November 1, 2019, the facility fee rate was 0.11%. The applicable interest rate margins for borrowings, the facility fees and the letter of credit fees under the Revolving Facility are subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.

The Revolving Facility contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional liens; sell all or substantially all of the Company’s assets; consummate certain fundamental changes or change in the Company’s lines of business; and incur additional subsidiary indebtedness. The Revolving Facility also contains financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. As of November 1, 2019, the Company was in compliance with all such covenants. The Revolving Facility also contains customary events of default.

As of November 1, 2019, the Company had no outstanding borrowings, outstanding letters of credit of $6.7 million, and borrowing availability of $1.24 billion under the Revolving Facility that, due to its intention to maintain borrowing availability related to the commercial paper program described below, could contribute incremental liquidity of $786.2 million. In addition, as of November 1, 2019, the Company had outstanding letters of credit of $43.1 million which were issued pursuant to separate agreements.

As of November 1, 2019, the Company had a commercial paper program under which the Company may issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed $1.0 billion outstanding at any time. The CP Notes may have maturities of up to 364 days from the date of issue and rank equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company intends to maintain available commitments under the Revolving Facility in an amount at least equal to the amount of CP Notes outstanding at any time. As of November 1, 2019, the Company’s condensed consolidated balance sheet reflected outstanding unsecured CP Notes of $276.1 million classified as long-term obligations due to its intent and ability to refinance these obligations as long-term debt. An additional $181.0 million of outstanding CP Notes were held by a wholly-owned subsidiary of the Company and are therefore not reflected on the condensed consolidated balance sheet. As of November 1, 2019, the outstanding CP Notes had a weighted average borrowing rate of 1.9%.

On April 10, 2018, the Company issued $500.0 million aggregate principal amount of 4.125% senior notes due 2028 (the “2028 Senior Notes”), net of discount of $0.5 million, which are scheduled to mature on May 1, 2028. Interest on the 2028 Senior Notes is payable in cash on May 1 and November 1 of each year. The Company incurred $4.4 million of debt issuance costs associated with the issuance of the 2028 Senior Notes.

Effective April 15, 2018, the Company redeemed $400.0 million aggregate principal amount of outstanding 1.875% senior notes due 2018 (the “2018 Senior Notes”). There was no gain or loss associated with the redemption. The Company funded the redemption price for the 2018 Senior Notes with proceeds from the issuance of the 2028 Senior Notes.

6.	Assets and liabilities measured at fair value

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The Company does not have any fair value measurements categorized within Level 3 as of November 1, 2019.

The following table presents the Company’s liabilities required to be measured at fair value as of November 1, 2019, aggregated by the level in the fair value hierarchy within which those measurements are classified.

Quoted Prices

in Active

Markets

Significant

for Identical

Other

Significant

Total Fair

Assets and

Observable

Unobservable

Value at

Liabilities

Inputs

November 1,

(In thousands)

(Level 1)

(Level 2)

(Level 3)

2019

Liabilities:

Long-term obligations (a)

2,678,489

281,935

—

2,960,424

Deferred compensation (b)

27,689

—

27,689

(a)	Included in the condensed consolidated balance sheet at book value as Current portion of long-term obligations of $555 and Long-term obligations of $2,762,490.

(b)	Reflected at fair value in the condensed consolidated balance sheet as Accrued expenses and other current liabilities of $2,889 and noncurrent Other liabilities of $24,800.

7.Commitments and contingencies

Legal proceedings

From time to time, the Company is a party to various legal matters in the ordinary course of its business, including actions by employees, consumers, suppliers, government agencies, or others. The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made. In the 13-week period ended August 2, 2019, the Company recorded an accrual of $31.0 million for losses the Company believes are both probable and reasonably estimable relating to certified class actions and associated matters in Wage and Hour/Employment Litigation and Consumer/Product Litigation.

Except as described below and based on information currently available, the Company believes that its pending legal matters, both individually and in the aggregate, will be resolved without a material adverse effect on the Company’s consolidated financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty. Adverse decisions and settlements, including any required changes to the Company’s business, or other developments in such matters, including without limitation those matters disclosed in Note 6 to the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2019 under “Wage and Hour/Employment Litigation,” could affect our consolidated operating results in future periods or could result in liability or other amounts material to the Company’s annual consolidated financial statements.

Consumer/Product Litigation

In December 2015 the Company was first notified of several lawsuits in which plaintiffs allege violation of state law, including state consumer protection laws, relating to the labeling, marketing and sale of certain Dollar General private-label motor oil. Each of these lawsuits, as well as additional, similar lawsuits filed after December 2015, was filed in, or removed to, various federal district courts of the United States (collectively “the Motor Oil Lawsuits”).

On June 2, 2016, the United States Judicial Panel on Multidistrict Litigation (“JPML”) granted the Company’s motion to centralize the Motor Oil Lawsuits in a matter styled In re Dollar General Corp. Motor Oil Litigation, Case MDL No. 2709, before the United States District Court for the Western District of Missouri (“Motor Oil MDL”). Subsequently, plaintiffs in the Motor Oil MDL filed a consolidated amended complaint, in which they sought to certify two nationwide classes and multiple statewide sub-classes and for each putative class member some or all of the following relief: compensatory damages, injunctive relief, statutory damages, punitive damages and attorneys’ fees. The Company’s motion to dismiss the allegations raised in the consolidated amended complaint was granted in part and denied in part on August 3, 2017. To the extent additional consumer lawsuits alleging violation of laws relating to the labeling, marketing and sale of Dollar General private-label motor oil have been or will be filed, the Company expects that such lawsuits will be transferred to the Motor Oil MDL.

In May 2017, the Company received a Notice of Proposed Action from the Office of the New Mexico Attorney General (the “New Mexico AG”) which alleges that the Company’s labeling, marketing and sale of certain Dollar

General private-label motor oil violated New Mexico law (the “New Mexico Motor Oil Matter”). The State is represented in connection with this matter by counsel for plaintiffs in the Motor Oil MDL.

On June 20, 2017, the New Mexico AG filed an action in the First Judicial District Court, County of Santa Fe, New Mexico pertaining to the New Mexico Motor Oil Matter. (Hector H. Balderas v. Dolgencorp, LLC, Case No. D-101-cv-2017-01562). The Company removed this matter to New Mexico federal court on July 26, 2017, and it was transferred to the Motor Oil MDL. (Hector H. Balderas v. Dolgencorp, LLC, D.N.M., Case No. 1:17-cv-772). On April 23, 2019, the matter was remanded to state court, and on May 3, 2019, the Company moved to dismiss the action.

On September 1, 2017, the Mississippi Attorney General (the “Mississippi AG”), who also is represented by the counsel for plaintiffs in the Motor Oil MDL, filed an action in the Chancery Court of the First Judicial District of Hinds County, Mississippi in which the Mississippi AG alleges that the Company’s labeling, marketing and sale of certain Dollar General private-label motor oil violated Mississippi law. (Jim Hood v. Dollar General Corporation, Case No. G2017-1229 T/1) (the “Mississippi Motor Oil Matter”). The Company removed this matter to Mississippi federal court on October 5, 2017, and filed a motion to dismiss the action. The matter was transferred to the Motor Oil MDL and the Mississippi AG moved to remand it to state court. (Jim Hood v. Dollar General Corporation, N.D. Miss., Case No. 3:17-cv-801-LG-LRA). On May 7, 2019, the Mississippi AG renewed its motion to remand. The Company’s and the Mississippi AG’s above-referenced motions are pending.

On January 30, 2018, the Company received a Civil Investigative Demand (“CID”) from the Office of the Louisiana Attorney General requesting information concerning the Company’s labeling, marketing and sale of certain Dollar General private-label motor oil (the “Louisiana Motor Oil Matter”). In response to the CID, the Company filed a petition for a protective order on February 20, 2018 in the 19^th Judicial District Court for the Parish of East Baton Rouge, Louisiana seeking to set aside the CID. (In re Dollar General Corp. and Dolgencorp, LLC, Case No. 666499). The Company’s petition is pending.

On August 20, 2018, plaintiffs moved to certify two nationwide classes relating to their claims of alleged unjust enrichment and breach of implied warranties. In addition, plaintiffs moved to certify a multi-state class relating to their claims of breach of implied warranties and multiple statewide classes relating to alleged unfair trade practices/consumer fraud, unjust enrichment and breach of implied warranty claims. The Company opposed the plaintiffs’ certification motion. On March 21, 2019, the court granted the plaintiffs’ certification motion as to 16 statewide classes regarding claims of unjust enrichment and 16 statewide classes regarding state consumer protection laws. Subsequently, the court certified an additional class, bringing the total to 17 statewide classes. The court denied plaintiffs’ certification motion in all other respects. On June 25, 2019, the United States Court of Appeals for the Eighth Circuit granted the Company’s Petition to Appeal the lower court’s certification rulings.

The Company is vigorously defending these matters and believes that the labeling, marketing and sale of its private-label motor oil comply with applicable federal and state requirements and are not misleading. The Company further believes that these matters are not appropriate for class or similar treatment. At this time, however, it is not possible to predict whether these matters ultimately will be permitted to proceed as a class or in a similar fashion or the size of any putative class or classes. Likewise, no assurances can be given that the Company will be successful in its defense of these matters on the merits or otherwise. Based on its belief that a loss in this matter is both probable and reasonably estimable, during the 13-week period ended August 2, 2019, the Company recorded an accrual for an amount that is immaterial to the Company’s consolidated financial statements as a whole.

8.	Segment reporting

The Company manages its business on the basis of one reportable operating segment. As of November 1, 2019, all of the Company’s operations were located within the United States with the exception of certain product sourcing operations in Hong Kong and China, which collectively are not material with regard to assets, results of operations or

otherwise to the condensed consolidated financial statements. The following net sales data is presented in accordance with accounting standards related to disclosures about segments of an enterprise.


	13 Weeks Ended				39 Weeks Ended
	November 1,		November 2,		November 1,		November 2,
(in thousands)	2019		2018		2019		2018
Classes of similar products:
Consumables	$	5,523,157	$	5,058,839	$	16,164,317	$	14,819,290
Seasonal		750,843		687,640		2,341,914		2,171,184
Home products		400,934		371,833		1,151,715		1,071,627
Apparel		316,459		299,150		938,385		913,133
Net sales	$	6,991,393	$	6,417,462	$	20,596,331	$	18,975,234

9.	Common stock transactions

On August 29, 2012, the Company’s Board of Directors authorized a common stock repurchase program, which the Board has since increased on several occasions. Most recently, on December 3, 2019, the Company’s Board of Directors authorized a $1.0 billion increase to the existing common stock repurchase program and as of that date, a cumulative total of $8.0 billion had been authorized under the program since its inception and approximately $1.6 billion remained available for repurchase. The repurchase authorization has no expiration date and allows repurchases from time to time in the open market or in privately negotiated transactions. The timing and number of shares purchased depends on a variety of factors, such as price, market conditions, compliance with the covenants and restrictions under the Company’s debt agreements and other factors. Repurchases under the program may be funded from available cash or borrowings, including under the Company’s Revolving Facility and issuance of CP Notes discussed in further detail in Note 5.

Pursuant to its common stock repurchase program, during the 39-week periods ended November 1, 2019 and November 2, 2018, the Company repurchased in the open market approximately 5.6 million shares of its common stock at a total cost of $785.3 million and approximately 6.5 million shares of its common stock at a total cost of $647.5 million, respectively.

The Company paid a quarterly cash dividend of $0.32 per share during each of the first three quarters of 2019. On December 4, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.32 per share, which is payable on or before January 21, 2020 to shareholders of record on January 7, 2020. The amount and declaration of future cash dividends is subject to the sole discretion of the Company’s Board of Directors and will depend upon, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant in its sole discretion.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Dollar General Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Dollar General Corporation and subsidiaries (the Company) as of November 1, 2019, the related condensed consolidated statements of income, comprehensive income, and shareholders’ equity for the thirteen and thirty-nine week periods ended November 1, 2019 and November 2, 2018, the condensed consolidated statements of cash flows for the thirty-nine week periods ended November 1, 2019 and November 2, 2018, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of February 1, 2019, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated March 22, 2019, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of February 1, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


	/s/ Ernst & Young LLP

December 5, 2019
Nashville, Tennessee

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

This discussion and analysis is based on, should be read with, and is qualified in its entirety by, the accompanying unaudited condensed consolidated financial statements and related notes, as well as our consolidated financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 1, 2019. It also should be read in conjunction with the disclosure under “Cautionary Disclosure Regarding Forward-Looking Statements” in this report.

Executive Overview

We are among the largest discount retailers in the United States by number of stores, with 16,094 stores located in 44 states as of November 1, 2019, with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States. We offer a broad selection of merchandise, including consumable products such as food, paper and cleaning products, health and beauty products and pet supplies, and non-consumable products such as seasonal merchandise, home decor and domestics, and basic apparel. Our merchandise includes national brands from leading manufacturers, as well as our own private brand selections with prices at substantial discounts to national brands. We offer our customers these national brand and private brand products at everyday low prices (typically $10 or less) in our convenient small-box locations.

We believe our convenient store formats, locations, and broad selection of high-quality products at compelling values have driven our substantial growth and financial success over the years and through a variety of economic cycles. We are mindful that the majority of our customers are value-conscious, and many have low and/or fixed incomes. As a result, we are intensely focused on helping our customers make the most of their spending dollars. Our core customers are often among the first to be affected by negative or uncertain economic conditions and among the last to feel the effects of improving economic conditions particularly when trends are inconsistent and of an uncertain duration. The primary macroeconomic factors that affect our core customers include the unemployment and underemployment rates, wage growth, changes in U.S. and global trade policy (including price increases from tariffs), and changes to certain government assistance programs, such as the Supplemental Nutrition Assistance Program. Additionally, our customers are impacted by increases in those expenses that generally comprise a large portion of their household budget, such as rent, healthcare and fuel prices. Finally, significant unseasonable or unusual weather patterns can impact customer shopping behaviors.

We remain committed to the following long-term operating priorities as we consistently strive to improve our performance while retaining our customer-centric focus: 1) driving profitable sales growth, 2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in our people as a competitive advantage.

We seek to drive profitable sales growth through initiatives aimed at increasing customer traffic and average transaction amount. As we work to provide everyday low prices and meet our customers’ affordability needs, we remain focused on enhancing our margins through effective category management, inventory shrink reduction initiatives, private brands penetration, distribution and transportation efficiencies, global sourcing, and pricing and markdown optimization. Several of our sales-driving initiatives are also designed to capture growth opportunities and are discussed in more detail below.

Historically, our sales of consumables, which tend to have lower gross margins, have been the key drivers of net sales and customer traffic, while sales of non-consumables, which tend to have higher gross margins, have contributed to more profitable sales growth and an increase in average transaction amount. In recent years, our sales mix has continued to shift slightly toward consumables, and, within consumables, slightly toward lower margin departments such as perishables and tobacco. While we expect some sales mix challenges to persist, certain of our initiatives are intended to address these trends, although there can be no assurance we will be successful in reversing them.

We continue to make progress on and invest in certain strategic initiatives that we believe will help drive profitable sales growth and capture long-term growth opportunities. Such opportunities include leveraging existing and

developing new digital tools and technology to provide our customers with additional shopping access points and even greater convenience. Additionally, we tested a refreshed approach to our non-consumable product offerings in 2018, and have implemented this initiative in more than 2,100 stores through the end of the 2019 third quarter. This merchandising strategy offers a new, differentiated and limited assortment that will change throughout the year. As we extend this initiative more broadly, our goal is to continue to improve the shopping experience while delivering exceptional value within key areas of our non-consumable categories.

We are continuing our rollout of the “DG Fresh” initiative, a self-distribution model for fresh and frozen products that is designed to enhance sales, reduce product costs, improve our in-stock position and enhance item assortment. We are currently operating four DG Fresh distribution facilities, which are serving approximately 4,900 stores as of November 1, 2019.

Tariffs on products from China, as applied to both our direct imports and domestic purchases, did not have a material impact on our financial results through the first three quarters of 2019. Effective May 10, 2019, tariff rates on certain products from China increased from 10% to 25%. Additionally, a 15% tariff on a fourth list of products went into effect, in part, on September 1, 2019, with the tariff on the remaining items on this list scheduled to go into effect on December 15, 2019. We believe we can mitigate the potential sales and margin impact of such increased tariffs on our financial results for the remainder of 2019, particularly in light of our performance through the end of the third quarter of 2019, through various sourcing, merchandising and pricing efforts. However, these and additional increases in tariff rates (such as the scheduled October 2019 increase which was indefinitely postponed) or expansions of products subject to tariffs, if any, may have a more significant impact on our future business. Further, as noted above, changes in trade policy that result in higher prices for our customers may negatively impact their budgets, and consequently, their spending. There can be no assurance we will be successful in our efforts to mitigate the impacts of existing or future tariffs in whole or in part, including but not limited to any impacts on customer spending.

To support our other operating priorities, we remain focused on capturing growth opportunities. Through the first three quarters of 2019, we opened 769 new stores, remodeled 928 stores, and relocated 75 stores. For 2019, we plan to open approximately 975 new stores, remodel approximately 1,000 stores, and relocate approximately 100 stores for a total of 2,075 real estate projects. In our fiscal 2020 year, we plan to open approximately 1,000 new stores, remodel approximately 1,500 stores, and relocate approximately 80 stores for a total of 2,580 real estate projects.

We continue to innovate within our channel and are able to utilize the most productive of our various store formats based on the specific market opportunity. We expect that our traditional 7,300 square foot store format will continue to be the primary store layout for new stores in 2019. This traditional store layout now incorporates higher-capacity coolers in the majority of projects. We expect approximately 500 of the planned 1,000 remodels in 2019 to use a higher-cooler-count store format that enables us to offer an increased selection of perishable items. In 2020, we expect approximately 1,125 of our planned 1,500 remodels to use a higher-cooler count format, with the traditional store format the primary store layout for the remainder of the real estate projects. The acceleration of remodels in 2020 and the increased usage of the higher-cooler-count formats is expected to allow us to capture additional growth opportunities within our existing markets. In addition, our smaller format store (less than 6,000 square feet) is expected to allow us to capture growth opportunities in metropolitan areas as well as in rural areas with a low number of households. We continue to incorporate lessons learned from our various store formats and layouts into our existing store base with a goal of driving increased customer traffic, average transaction amount, same-store sales and overall store productivity.

To support our new store growth and drive productivity, we continue to make investments in our traditional distribution center network for non-refrigerated merchandise. We began shipping from our distribution centers in Longview, Texas and Amsterdam, New York in January 2019 and December 2019, respectively.

We have established a position as a low-cost operator, always seeking ways to reduce or control costs that do not affect our customers’ shopping experiences. We plan to continue enhancing this position over time while employing ongoing cost discipline to reduce certain expenses as a percentage of sales. Nonetheless, we seek to maintain flexibility to invest in the business as necessary to enhance our long-term profitability.

We also have launched “Fast Track”, an initiative aimed at further enhancing our convenience proposition and in-stock position as well as increasing labor productivity within our stores. The first phase of Fast Track involves sorting process optimization within our distribution centers, as well as increased shelf-ready packaging, to allow for greater store-level stocking efficiencies, followed by the second-phase pilot of a self-checkout option in a limited number of

stores. We have completed the sorting process optimization at nine of our non-refrigerated distribution centers, and we expect this process to be completed at the remaining eight non-refrigerated distribution centers by the end of the year. Additionally, we have launched the self-checkout pilot in a select number of stores. These and certain other strategic initiatives will require us to incur upfront expenses for which, in some respects, there may not be an immediate or acceptable return in terms of sales or enhanced profitability.

Certain operating expenses such as wage rates and occupancy costs have continued to increase in recent years. While we expect these increases to persist, certain of our initiatives and plans are intended to help offset these challenges, although there can be no assurance we will be successful in mitigating them.

Our employees are a competitive advantage, and we proactively seek ways to continue investing in them. Our goal is to create an environment that attracts and retains talented personnel, particularly at the store level, because employees who are promoted from within our company generally have longer tenures and are greater contributors to improvements in our financial performance. We believe our investments in compensation and training for our store managers have contributed to improved customer experience scores, higher sales and improved turnover metrics.

To further enhance shareholder returns, we repurchased shares of our common stock and paid a quarterly cash dividend in the third quarter of 2019. We intend to continue our share repurchase activity, and to pay quarterly cash dividends, throughout 2019, subject to Board discretion and approval.

Highlights of our 2019 third quarter results of operations compared to the 2018 third quarter and our financial condition at November 1, 2019 are set forth below. Basis points amounts referred to below are equal to 0.01% as a percentage of net sales.

●

Net sales increased 8.9% to $6.99 billion. Sales in same-stores increased 4.6% reflecting increases in average transaction amount and customer traffic. Average sales per square foot for all stores over the 52-week period ended November 1, 2019 was $236.

●

Gross profit, as a percentage of net sales, was 29.5% in the 2019 period and 29.5% in the 2018 period, an increase of 1 basis point, reflecting higher initial inventory markups and favorable markdowns mostly offset by higher transportation and distribution costs and higher shrink.

●

SG&A expense, as a percentage of net sales, was 22.5% in the 2019 period compared to 22.6% in the 2018 period, a decrease of 13 basis points, primarily due to greater hurricane-related expenses in the prior year period.

●

Operating profit increased 11.1% to $491.4 million in the 2019 period compared to $442.1 million in the 2018 period.

●

The effective income tax rate for the 2019 period was 21.7% compared to a rate of 20.0% for the 2018 period primarily due to changes in state income tax laws and a federal income tax benefit arising from the TCJA in the 2018 period that did not recur in the 2019 period.

●

Net income was $365.6 million, or $1.42 per diluted share, in the 2019 period compared to net income of $334.1 million, or $1.26 per diluted share, in the 2018 period.

Highlights of the year-to-date period of 2019 include:

●

Cash generated from operating activities was $1.66 billion for the 2019 period, an increase of 9.7% over $1.51 billion in the comparable 2018 period.

●

Total cash dividends of $246.8 million, or $0.96 per share, were paid during the 2019 period, compared to $231.2 million, or $0.87 per share, in the comparable 2018 period.

●

Inventory turnover was 4.5 times on a rolling four-quarter basis. On a per store basis, inventories at November 1, 2019 increased by 6.9% over the balances at November 2, 2018.

The above discussion is a summary only. Readers should refer to the detailed discussion of our results of operations below in the current year periods as compared with the prior year periods as well as our financial condition at November 1, 2019.

Results of Operations

Accounting Periods. We utilize a 52-53 week fiscal year convention that ends on the Friday nearest to January 31. The following text contains references to years 2019 and 2018, which represent the 52-week fiscal years ending or ended January 31, 2020 and February 1, 2019, respectively. References to the third quarter accounting periods for 2019 and 2018 contained herein refer to the 13-week accounting periods ended November 1, 2019 and November 2, 2018, respectively.

Seasonality. The nature of our business is somewhat seasonal. Primarily because of sales of Christmas-related merchandise, operating profit in our fourth quarter (November, December and January) has historically been higher than operating profit in each of the first three quarters of the fiscal year. Expenses, and to a greater extent operating profit, vary by quarter. Results of a period shorter than a full year may not be indicative of results expected for the entire year. Furthermore, the seasonal nature of our business may affect comparisons between periods.

The following table contains results of operations data for the third 13-week periods and the 39-week periods of 2019 and 2018, and the dollar and percentage variances among those periods:


	13 Weeks Ended						2019 vs. 2018				39 Weeks Ended						2019 vs. 2018
(amounts in millions, except	November 1,			November 2,			Amount		%		November 1,			November 2,			Amount		%
per share amounts)	2019			2018			Change		Change		2019			2018			Change		Change
Net sales by category:
Consumables	$	5,523.2		$	5,058.8		$	464.3	9.2	%	$	16,164.3		$	14,819.3		$	1,345.0	9.1	%
% of net sales		79.00	%		78.83	%						78.48	%		78.10	%
Seasonal		750.8			687.6			63.2	9.2			2,341.9			2,171.2			170.7	7.9
% of net sales		10.74	%		10.72	%						11.37	%		11.44	%
Home products		400.9			371.8			29.1	7.8			1,151.7			1,071.6			80.1	7.5
% of net sales		5.73	%		5.79	%						5.59	%		5.65	%
Apparel		316.5			299.2			17.3	5.8			938.4			913.1			25.3	2.8
% of net sales		4.53	%		4.66	%						4.56	%		4.81	%
Net sales	$	6,991.4		$	6,417.5		$	573.9	8.9	%	$	20,596.3		$	18,975.2		$	1,621.1	8.5	%
Cost of goods sold		4,926.3			4,522.4			403.9	8.9			14,380.0			13,243.1			1,137.0	8.6
% of net sales		70.46	%		70.47	%