SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 8-K


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):   April 7, 2003



Dollar General Corporation

(Exact Name of Registrant as Specified in Charter)





Tennessee


001-11421


61-0502302


(State or Other Jurisdiction

of Incorporation)


(Commission File Number)


(I.R.S. Employer

Identification No.)


100 Mission Ridge

Goodlettsville, Tennessee



37072


(Address of Principal Executive Offices)


(Zip Code)


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
















ITEM 12 DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Pursuant to Securities Act Release No. 33-8216, the following information required by Item 12 of Form 8-K is being provided via EDGAR under Item 9 of Form 8-K.


As previously announced on April 2, 2003, Dollar General Corporation will make a presentation to the investment community at the SunTrust Robinson Humphrey 32nd Annual Institutional Investor Conference on Monday, April 7, 2003. A Web cast of the Dollar General presentation will be available at www.dollargeneral.com. At that conference, Dollar General will present a reconciliation of certain non-GAAP financial information previously disclosed in its press release dated March 17, 2003 and filed as Exhibit 99 to Form 8-K filed with the Securities and Exchange Commission on March 17, 2003, which is incorporated herein by this reference as if fully set forth herein. The reconciliation information is set forth below.


 

Quarter Ended

Year Ended

 

1/31/2003

2/1/2002

1/31/2003

2/1/2002

         

Net income in accordance with GAAP

$

108,086

$

97,443

$

264,946

$

207,513

         

Restatement related items:

       

Litigation settlement expenses and related proceeds

-

-

(29,541)

-

Restatement-related expenses in SG&A

989

10,122

6,395

28,422

 

989

10,122

(23,146)

28,422

Tax effect

195

(3,596)

9,073

(10,431)

Total restatement-related items, net of tax

1,184

6,526

(14,073)

17,991

         

Net income, excluding restatement-related items

$

109,270

$

103,969

$

250,873

$

225,504

         

Weighted average diluted shares outstanding

334,659

334,625

335,050

335,017

         

Net income per share, excluding restatement-related items

$

0.33

$

0.31

$

0.75

$

0.67

         

SG&A in accordance with GAAP

$

350,419

$

312,639

$

1,296,542

$

1,135,801

Less restatement-related expenses

989

10,122

6,395

28,422

SG&A, excluding restatement-related expenses

$

349,430

$

302,517

$

1,290,147

$

1,107,379

         

SG&A, excluding restatement-related expenses, % to sales

19.9%

19.1%

21.1%

20.8%


Dollar General has made these disclosures about selling, general and administrative (“SG&A”) expenses and net income that exclude the impact of restatement-related items in an effort to clarify, for its investors, Dollar General’s normalized operating results on a comparable basis. The Compensation Committee of the Dollar General Board of Directors may use this information for compensation purposes to ensure that no person is inappropriately penalized or rewarded as a result of unusual items affecting Dollar General’s financial statements. Management also may use this information to better understand Dollar General’s underlying operating results.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


DOLLAR GENERAL CORPORATION



Date:   April 7, 2003

By:  /s/ Susan S. Lanigan _____________________________

Susan S. Lanigan

Vice President, General Counsel and Corporate Secretary






































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