Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

**

**Report of Independent Registered Public Accounting Firm **

The Board of Directors and Shareholders of Dollar General Corporation

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries as of January 30, 2015 and January 31, 2014, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 30, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dollar General Corporation and subsidiaries at January 30, 2015 and January 31, 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 30, 2015, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Dollar General Corporation and subsidiaries' internal control over financial reporting as of January 30, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 20, 2015 expressed an unqualified opinion thereon.

		/s/ Ernst & Young LLP
Nashville, Tennessee March 20, 2015

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts) **

		January 30, 2015			January 31, 2014
ASSETS
Current assets:
Cash and cash equivalents		$	579,823		$	505,566
Merchandise inventories			2,782,521			2,552,993
Prepaid expenses and other current assets			170,265			147,048
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Total current assets			3,532,609			3,205,607
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Net property and equipment			2,116,075			2,080,305
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Goodwill			4,338,589			4,338,589
​	​	​	​	​	​	​	​
Other intangible assets, net			1,201,870			1,207,645
​	​	​	​	​	​	​	​
Other assets, net			34,961			35,378
​	​	​	​	​	​	​	​
Total assets		$	11,224,104		$	10,867,524
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​	​	​	​	​	​	​	​
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations		$	101,158		$	75,966
Accounts payable			1,388,154			1,286,484
Accrued expenses and other			413,760			368,578
Income taxes payable			59,400			59,148
Deferred income taxes			25,268			21,795
​	​	​	​	​	​	​	​
Total current liabilities			1,987,740			1,811,971
​	​	​	​	​	​	​	​
Long-term obligations			2,639,427			2,742,788
​	​	​	​	​	​	​	​
Deferred income taxes			601,590			614,026
​	​	​	​	​	​	​	​
Other liabilities			285,309			296,546
​	​	​	​	​	​	​	​
Commitments and contingencies
Shareholders' equity:
Preferred stock, 1,000 shares authorized			—			—
Common stock; $0.875 par value, 1,000,000 shares authorized, 303,447 and 317,058 shares issued and outstanding at January 30, 2015 and January 31, 2014, respectively			265,514			277,424
Additional paid-in capital			3,048,806			3,009,226
Retained earnings			2,403,045			2,125,453
Accumulated other comprehensive loss			(7,327	)		(9,910	)
​	​	​	​	​	​	​	​
Total shareholders' equity			5,710,038			5,402,193
​	​	​	​	​	​	​	​
Total liabilities and shareholders' equity		$	11,224,104		$	10,867,524
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The accompanying notes are an integral part of the consolidated financial statements.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts) **

		For the Year Ended
		January 30, 2015			January 31, 2014			February 1, 2013
Net sales		$	18,909,588		$	17,504,167		$	16,022,128
Cost of goods sold			13,107,081			12,068,425			10,936,727
​	​	​	​	​	​	​	​	​	​	​
Gross profit			5,802,507			5,435,742			5,085,401
Selling, general and administrative expenses			4,033,414			3,699,557			3,430,125
​	​	​	​	​	​	​	​	​	​	​
Operating profit			1,769,093			1,736,185			1,655,276
Interest expense			88,232			88,984			127,926
Other (income) expense			—			18,871			29,956
​	​	​	​	​	​	​	​	​	​	​
Income before income taxes			1,680,861			1,628,330			1,497,394
Income tax expense			615,516			603,214			544,732
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Net income		$	1,065,345		$	1,025,116		$	952,662
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Earnings per share:
Basic		$	3.50		$	3.17		$	2.87
Diluted		$	3.49		$	3.17		$	2.85
Weighted average shares outstanding:
Basic			304,633			322,886			332,254
Diluted			305,681			323,854			334,469

The accompanying notes are an integral part of the consolidated financial statements.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) **

		For the Year Ended
		January 30, 2015			January 31, 2014			February 1, 2013
Net income		$	1,065,345		$	1,025,116		$	952,662
Unrealized net gain (loss) on hedged transactions, net of related income tax expense (benefit) of $1,671, $(4,461) and $1,448, respectively			2,583			(6,972	)		2,253
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Comprehensive income		$	1,067,928		$	1,018,144		$	954,915
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The accompanying notes are an integral part of the consolidated financial statements.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands except per share amounts) **

		Common Stock Shares			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balances, February 3, 2012			338,089		$	295,828		$	2,967,027		$	1,416,918		$	(5,191	)	$	4,674,582
Net income			—			—			—			952,662			—			952,662
Unrealized net gain (loss) on hedged transactions			—			—			—			—			2,253			2,253
Share-based compensation expense			—			—			21,664			—			—			21,664
Repurchases of common stock			(14,394	)		(12,595	)		(16	)		(658,848	)		—			(671,459	)
Tax benefit from stock option exercises			—			—			77,020			—			—			77,020
Exercise of share-based awards			3,048			2,667			(75,787	)		—			—			(73,120	)
Other equity transactions			326			285			1,443			—			—			1,728
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Balances, February 1, 2013			327,069		$	286,185		$	2,991,351		$	1,710,732		$	(2,938	)	$	4,985,330
Net income			—			—			—			1,025,116			—			1,025,116
Unrealized net gain (loss) on hedged transactions			—			—			—			—			(6,972	)		(6,972	)
Share-based compensation expense			—			—			20,961			—			—			20,961
Repurchases of common stock			(11,037	)		(9,657	)		—			(610,395	)		—			(620,052	)
Tax benefit from stock option exercises			—			—			24,151			—			—			24,151
Exercise of share-based awards			1,026			896			(27,237	)		—			—			(26,341	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balances, January 31, 2014			317,058		$	277,424		$	3,009,226		$	2,125,453		$	(9,910	)	$	5,402,193
Net income			—			—			—			1,065,345			—			1,065,345
Unrealized net gain (loss) on hedged transactions			—			—			—			—			2,583			2,583
Share-based compensation expense			—			—			37,338			—			—			37,338
Repurchases of common stock			(14,106	)		(12,342	)		—			(787,753	)		—			(800,095	)
Tax benefit from stock option exercises			—			—			5,047			—			—			5,047
Exercise of share-based awards			495			432			(2,805	)		—			—			(2,373	)
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Balances, January 30, 2015			303,447		$	265,514		$	3,048,806		$	2,403,045		$	(7,327	)	$	5,710,038
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The accompanying notes are an integral part of the consolidated financial statements.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) **

		For the Year Ended
		January 30, 2015			January 31, 2014			February 1, 2013
Cash flows from operating activities:
Net income		$	1,065,345		$	1,025,116		$	952,662
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization			342,353			332,837			302,911
Deferred income taxes			(17,734	)		(36,851	)		(2,605	)
Tax benefit of share-based awards			(12,147	)		(30,990	)		(87,752	)
Loss on debt retirement, net			—			18,871			30,620
Noncash share-based compensation			37,338			20,961			21,664
Other noncash (gains) and losses			8,551			(12,747	)		6,774
Change in operating assets and liabilities:
Merchandise inventories			(233,559	)		(144,943	)		(391,409	)
Prepaid expenses and other current assets			(25,048	)		(4,947	)		5,553
Accounts payable			97,166			36,942			194,035
Accrued expenses and other liabilities			41,635			16,265			(36,741	)
Income taxes			12,399			(5,249	)		138,711
Other			(1,555	)		(2,200	)		(3,071	)
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Net cash provided by (used in) operating activities			1,314,744			1,213,065			1,131,352
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Cash flows from investing activities:
Purchases of property and equipment			(373,967	)		(538,444	)		(571,596	)
Proceeds from sales of property and equipment			2,268			288,466			1,760
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Net cash provided by (used in) investing activities			(371,699	)		(249,978	)		(569,836	)
​	​	​	​	​	​	​	​	​	​	​
Cash flows from financing activities:
Issuance of long-term obligations			—			2,297,177			500,000
Repayments of long-term obligations			(78,467	)		(2,119,991	)		(478,255	)
Borrowings under revolving credit facilities			1,023,000			1,172,900			2,286,700
Repayments of borrowings under revolving credit facilities			(1,023,000	)		(1,303,800	)		(2,184,900	)
Debt issuance costs			—			(15,996	)		(15,278	)
Payments for cash flow hedge related to debt issuance			—			(13,217	)		—
Repurchases of common stock			(800,095	)		(620,052	)		(671,459	)
Other equity transactions, net of employee taxes paid			(2,373	)		(26,341	)		(71,393	)
Tax benefit of share-based awards			12,147			30,990			87,752
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Net cash provided by (used in) financing activities			(868,788	)		(598,330	)		(546,833	)
​	​	​	​	​	​	​	​	​	​	​
Net increase (decrease) in cash and cash equivalents			74,257			364,757			14,683
Cash and cash equivalents, beginning of year			505,566			140,809			126,126
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Cash and cash equivalents, end of year		$	579,823		$	505,566		$	140,809
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Supplemental cash flow information:
Cash paid for:
Interest		$	82,447		$	73,464		$	121,712
Income taxes		$	631,483		$	646,811		$	422,333
Supplemental schedule of noncash investing and financing activities:
Purchases of property and equipment awaiting processing for payment, included in Accounts payable		$	31,586		$	27,082		$	39,147
Purchases of property and equipment under capital lease obligations		$	—		$	—		$	3,440

The accompanying notes are an integral part of the consolidated financial statements.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS **

1. Basis of presentation and accounting policies

Basis of presentation

These notes contain references to the years 2014, 2013, and 2012, which represent fiscal years ended January 30, 2015, January 31, 2014, and February 1, 2013, respectively, each of which were 52-week accounting periods. The Company's fiscal year ends on the Friday closest to January 31. The consolidated financial statements include all subsidiaries of the Company, except for its not-for-profit subsidiary which the Company does not control. Intercompany transactions have been eliminated.

The Company sells general merchandise on a retail basis through 11,789 stores (as of January 30, 2015) in 40 states covering most of the southern, southwestern, midwestern and eastern United States. The Company has owned distribution centers ("DCs") in Scottsville, Kentucky; South Boston, Virginia; Alachua, Florida; Zanesville, Ohio; Jonesville, South Carolina; Marion, Indiana; Bessemer, Alabama; and Bethel, Pennsylvania, and leased DCs in Ardmore, Oklahoma; Fulton, Missouri; Indianola, Mississippi; and Lebec, California.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with insignificant interest rate risk and original maturities of three months or less when purchased. Such investments primarily consist of money market funds, bank deposits, certificates of deposit, and commercial paper. The carrying amounts of these items are a reasonable estimate of their fair value due to the short maturity of these investments.

Payments due from processors for electronic tender transactions classified as cash and cash equivalents totaled approximately $58.5 million and $44.0 million at January 30, 2015 and January 31, 2014, respectively.

At January 30, 2015, the Company maintained cash balances to meet a $20 million minimum threshold set by insurance regulators, as further described below under "Insurance liabilities."

Investments in debt and equity securities

The Company accounts for investments in debt and marketable equity securities as held-to-maturity, available-for-sale, or trading, depending on their classification. Debt securities categorized as held-to-maturity are stated at amortized cost. Debt and equity securities categorized as available-for-sale are stated at fair value, with any unrealized gains and losses, net of deferred income taxes, reported as a component of Accumulated other comprehensive loss. Trading securities (primarily mutual funds held pursuant to deferred compensation and supplemental retirement plans, as further discussed below in Notes 6 and 9) are stated at fair value, with changes in fair value recorded as a component of Selling, general and administrative ("SG&A") expense. The cost of securities sold is based upon the specific identification method.

Merchandise inventories

Inventories are stated at the lower of cost or market with cost determined using the retail last-in, first-out ("LIFO") method as this method results in a better matching of costs and revenues. Under the Company's retail inventory method ("RIM"), the calculation of gross profit and the resulting valuation of inventories at cost are computed by applying a calculated cost-to-retail inventory ratio to the retail value of sales at a department level. The use of the RIM will result in valuing inventories at the lower

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

of cost or market ("LCM") if markdowns are currently taken as a reduction of the retail value of inventories. Costs directly associated with warehousing and distribution are capitalized into inventory.

The excess of current cost over LIFO cost was approximately $95.1 million and $90.9 million at January 30, 2015 and January 31, 2014, respectively. Current cost is determined using the RIM on a first-in, first-out basis. Under the LIFO inventory method, the impacts of rising or falling market price changes increase or decrease cost of sales (the LIFO provision or benefit). The Company recorded a LIFO provision (benefit) of $4.2 million in 2014, $(11.0) million in 2013, and $1.4 million in 2012, which is included in cost of goods sold in the consolidated statements of income.

The Company purchases its merchandise from a wide variety of suppliers. The Company's largest and second largest suppliers each accounted for approximately 7% of the Company's purchases in 2014.

Vendor rebates

The Company accounts for all cash consideration received from vendors in accordance with applicable accounting standards pertaining to such arrangements. Cash consideration received from a vendor is generally presumed to be a rebate or an allowance and is accounted for as a reduction of merchandise purchase costs as earned. However, certain specific, incremental and otherwise qualifying SG&A expenses related to the promotion or sale of vendor products may be offset by cash consideration received from vendors, in accordance with arrangements such as cooperative advertising, when earned for dollar amounts up to but not exceeding actual incremental costs.

Prepaid expenses and other current assets

Prepaid expenses and other current assets include prepaid amounts for rent, maintenance, business licenses, advertising, and insurance, and amounts receivable for certain vendor rebates (primarily those expected to be collected in cash) and coupons.

Property and equipment

As the result of a merger transaction in 2007, the Company's property and equipment was recorded at estimated fair values. Property and equipment acquired subsequent to the merger has been recorded at cost. The Company records depreciation and amortization on a straight-line basis over the

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

assets' estimated useful lives. The Company's property and equipment balances and depreciable lives are summarized as follows:

(In thousands)		Depreciable Life		January 30, 2015			January 31, 2014
Land		Indefinite		$	172,329		$	163,448
Land improvements		20			55,375			48,566
Buildings		39-40			800,346			765,555
Leasehold improvements		(a)			361,557			326,122
Furniture, fixtures and equipment		3-10			2,295,590			2,078,893
Construction in progress					68,360			70,332
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					3,753,557			3,452,916
Less accumulated depreciation and amortization					1,637,482			1,372,611
​	​	​	​	​	​	​	​	​	​
Net property and equipment				$	2,116,075		$	2,080,305
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(a)

Amortized over the lesser of the life of the applicable lease term or the estimated useful life of the asset.

Depreciation expense related to property and equipment was approximately $335.9 million, $315.3 million and $277.2 million for 2014, 2013 and 2012. Amortization of capital lease assets is included in depreciation expense. Interest on borrowed funds during the construction of property and equipment is capitalized where applicable. Interest costs of $0.2 million, $1.2 million and $0.6 million were capitalized in 2014, 2013 and 2012.

Impairment of long-lived assets

When indicators of impairment are present, the Company evaluates the carrying value of long-lived assets, other than goodwill, in relation to the operating performance and future cash flows or the appraised values of the underlying assets. Generally, the Company's policy is to review for impairment stores open more than three years for which current cash flows from operations are negative. Impairment results when the carrying value of the assets exceeds the undiscounted future cash flows expected to be generated by the assets. The Company's estimate of undiscounted future cash flows is based upon historical operations of the stores and estimates of future store profitability which encompasses many factors that are subject to variability and difficult to predict. If a long-lived asset is found to be impaired, the amount recognized for impairment is equal to the difference between the carrying value and the asset's estimated fair value. The fair value is estimated based primarily upon estimated future cash flows over the asset's remaining useful life (discounted at the Company's credit adjusted risk-free rate) or other reasonable estimates of fair market value. Assets to be disposed of are adjusted to the fair value less the cost to sell if less than the book value.

The Company recorded impairment charges included in SG&A expense of approximately $1.9 million in 2014, $0.5 million in 2013 and $2.7 million in 2012, to reduce the carrying value of certain of its stores' assets. Such action was deemed necessary based on the Company's evaluation that such amounts would not be recoverable primarily due to insufficient sales or excessive costs resulting in negative current and projected future cash flows at these locations.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

Goodwill and other intangible assets

The Company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite. Goodwill and intangible assets with indefinite lives are tested for impairment annually or more frequently if indicators of impairment are present. Other intangible assets are tested for impairment if indicators of impairment are present. Impaired assets are written down to fair value as required. No impairment of intangible assets has been identified during any of the periods presented.

In accordance with accounting standards for goodwill and indefinite-lived intangible assets, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill or an indefinite-lived intangible asset is impaired. If after such assessment an entity concludes that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down to fair value as described in further detail below.

The quantitative goodwill impairment test is a two-step process that requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of the Company's reporting unit based on valuation techniques (including a discounted cash flow model using revenue and profit forecasts) and comparing that estimated fair value with the recorded carrying value, which includes goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an "implied fair value" of goodwill. The determination of the implied fair value of goodwill would require the Company to allocate the estimated fair value of its reporting unit to its assets and liabilities. Any unallocated fair value would represent the implied fair value of goodwill, which would be compared to its corresponding carrying value.

The quantitative impairment test for intangible assets compares the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Other assets

Noncurrent Other assets consist primarily of qualifying prepaid expenses, debt issuance costs which are amortized over the life of the related obligations, beer and wine licenses, and utility, security and other deposits.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

Accrued expenses and other liabilities

Accrued expenses and other consist of the following:

(In thousands)		January 30, 2015			January 31, 2014
Compensation and benefits		$	78,645		$	47,909
Insurance			81,944			84,697
Taxes (other than taxes on income)			124,893			104,990
Other			128,278			130,982
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		$	413,760		$	368,578
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Other accrued expenses primarily include the current portion of liabilities for interest expense, legal settlements, freight expense, accrued bank fees, utilities, and common area and other maintenance charges.

Insurance liabilities

The Company retains a significant portion of risk for its workers' compensation, employee health, general liability, property and automobile claim exposures. Accordingly, provisions are made for the Company's estimates of such risks. The undiscounted future claim costs for the workers' compensation, general liability, and health claim risks are derived using actuarial methods and are recorded as self-insurance reserves pursuant to Company policy. To the extent that subsequent claim costs vary from those estimates, future results of operations will be affected as the reserves are adjusted.

Ashley River Insurance Company ("ARIC"), a South Carolina-based wholly owned captive insurance subsidiary of the Company, charges the operating subsidiary companies premiums to insure the retained workers' compensation and non-property general liability exposures. Pursuant to South Carolina insurance regulations, ARIC maintains certain levels of cash and cash equivalents related to its self-insured exposures. ARIC currently insures no unrelated third-party risk.

Operating leases and related liabilities

Rent expense is recognized over the term of the lease. The Company records minimum rental expense on a straight-line basis over the base, non-cancelable lease term commencing on the date that the Company takes physical possession of the property from the landlord, which normally includes a period prior to the store opening to make necessary leasehold improvements and install store fixtures. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rental expense and the amounts payable under the lease as deferred rent. Tenant allowances, to the extent received, are recorded as deferred incentive rent and are amortized as a reduction to rent expense over the term of the lease. The difference between the calculated expense and the amounts paid result in a liability, with the current portion in Accrued expenses and other and the long-term portion in Other liabilities in the consolidated balance sheets, and totaled approximately $54.6 million and $49.5 million at January 30, 2015 and January 31, 2014, respectively.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

The Company recognizes contingent rental expense when the achievement of specified sales targets is considered probable. The amount expensed but not paid as of January 30, 2015 and January 31, 2014 was approximately $4.8 million and $6.0 million, respectively, and is included in Accrued expenses and other in the consolidated balance sheets.

Other liabilities

Noncurrent Other liabilities consist of the following:

(In thousands)		January 30, 2015			January 31, 2014
Compensation and benefits		$	20,266		$	17,604
Insurance			140,916			145,162
Income tax related reserves			10,690			18,802
Deferred gain on sale leaseback			58,215			62,693
Other			55,222			52,285
​	​	​	​	​	​	​	​
		$	285,309		$	296,546
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

Amounts categorized as "Other" in the table above consist primarily of deferred rent.

Fair value accounting

The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. 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).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are based on an entity's own assumptions, as there is little, if any, observable market activity. In instances where the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

The valuation of the Company's derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The Company incorporates credit valuation adjustments (CVAs) to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

In connection with accounting standards for fair value measurement, the Company has made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. However, the CVAs associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of January 30, 2015, the Company has assessed the significance of the impact of the CVAs on the overall valuation of its derivative positions and has determined that the CVAs are not significant to the overall valuation of its derivatives. Based on the Company's review of the CVAs by counterparty portfolio, the Company has determined that the CVAs are not significant to the overall portfolio valuations, as the CVAs are deemed to be immaterial in terms of basis points and are a very small percentage of the aggregate notional value of the derivative instruments. Although some of the CVAs as a percentage of termination value appear to be more significant, primary emphasis was placed on a review of the CVA in basis points and the percentage of the notional value. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Derivative financial instruments

The Company accounts for derivative financial instruments in accordance with applicable accounting standards for such instruments and hedging activities, which require that all derivatives are recorded on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge a certain portion of its risk, even though hedge accounting does not apply or the Company elects not to apply the hedge accounting standards.

The Company's derivative financial instruments, in the form of interest rate swaps at January 30, 2015, are related to variable interest rate risk exposures associated with the Company's long-term debt and were entered into in an effort to manage that risk. The counterparties to the Company's derivative agreements are all major international financial institutions. The Company continually monitors its position and the credit ratings of its counterparties and does not anticipate nonperformance by the counterparties.

Revenue and gain recognition

The Company recognizes retail sales in its stores at the time the customer takes possession of merchandise. All sales are net of discounts and estimated returns and are presented net of taxes assessed by governmental authorities that are imposed concurrent with those sales. The liability for retail merchandise returns is based on the Company's prior experience. The Company records gain contingencies when realized.

The Company recognizes gift card sales revenue at the time of redemption. The liability for the gift cards is established for the cash value at the time of purchase. The liability for outstanding gift cards was approximately $2.5 million and $4.3 million at January 30, 2015 and January 31, 2014, respectively, and is recorded in Accrued expenses and other liabilities. Estimated breakage revenue, a percentage of gift cards that will never be redeemed based on historical redemption rates, is recognized over time in proportion to actual gift card redemptions. For the year ended January 30, 2015, the Company recorded breakage revenue of $2.4 million.

Advertising costs

Advertising costs are expensed upon performance, "first showing" or distribution, and are reflected in SG&A expenses net of earned cooperative advertising amounts provided by vendors which are specific, incremental and otherwise qualifying expenses related to the promotion or sale of vendor products for dollar amounts up to but not exceeding actual incremental costs. Advertising costs were $77.3 million, $70.5 million and $61.7 million in 2014, 2013 and 2012, respectively. These costs primarily include promotional circulars, targeted circulars supporting new stores, television and radio advertising, in-store signage, and costs associated with the sponsorships of certain automobile racing activities. Vendor funding for cooperative advertising offset reported expenses by $35.0 million, $31.9 million and $23.6 million in 2014, 2013 and 2012, respectively.

Share-based payments

The Company recognizes compensation expense for share-based compensation based on the fair value of the awards on the grant date. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate may be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the prior estimate. The forfeiture rate

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

is the estimated percentage of options granted that are expected to be forfeited or canceled before becoming fully vested. The Company bases this estimate on historical experience or estimates of future trends, as applicable. An increase in the forfeiture rate will decrease compensation expense.

The fair value of each option grant is separately estimated and amortized into compensation expense on a straight-line basis between the applicable grant date and each vesting date. The Company has estimated the fair value of all stock option awards as of the grant date by applying the Black-Scholes-Merton option pricing valuation model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense.

The Company calculates compensation expense for restricted stock, share units and similar awards as the difference between the market price of the underlying stock on the grant date and the purchase price, if any. Such expense is recognized on a straight-line basis for graded awards or an accelerated basis for performance awards over the period in which the recipient earns the awards.

Store pre-opening costs

Pre-opening costs related to new store openings and the related construction periods are expensed as incurred.

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. Deferred income tax expense or benefit is the net change during the year in the Company's deferred income tax assets and liabilities.

The Company includes income tax related interest and penalties as a component of the provision for income tax expense.

Income tax reserves are determined using a methodology which requires companies to assess each income tax position taken using a two-step process. 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. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law which may be subject to change or varying interpretation. If the Company's determinations and estimates prove to be inaccurate, the resulting adjustments could be material to the Company's future financial results.

Management estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Basis of presentation and accounting policies (Continued)

Accounting standards

In July 2013, the Financial Accounting Standards Board issued an accounting standards update which relates to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company's adoption of this guidance in the first quarter of 2014 did not have a material effect on the Company's condensed consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued comprehensive new accounting standards related to the recognition of revenue. This guidance is effective for annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The new guidance allows for companies to use either a full retrospective or a modified retrospective approach in the adoption of this guidance, and the Company is evaluating these transition approaches. The Company will adopt this guidance in the first quarter of fiscal year 2017 and is currently in the process of evaluating the effect of adoption on its consolidated financial statements.

Reclassifications

Certain financial disclosures relating to prior periods may have been reclassified to conform to the current year presentation.

2. Goodwill and other intangible assets

As of January 30, 2015 and January 31, 2014, the balances of the Company's intangible assets were as follows:

				As of January 30, 2015
(In thousands)		Remaining Life		Amount			Accumulated Amortization			Net
Goodwill		Indefinite		$	4,338,589		$	—		$	4,338,589
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Other intangible assets:
Leasehold interests		1 to 8 years		$	18,218		$	16,048		$	2,170
Trade names and trademarks		Indefinite			1,199,700			—			1,199,700
​	​	​	​	​	​	​	​	​	​	​	​	​
				$	1,217,918		$	16,048		$	1,201,870
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​

				As of January 31, 2014
(In thousands)		Remaining Life		Amount			Accumulated Amortization			Net
Goodwill		Indefinite		$	4,338,589		$	—		$	4,338,589
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Other intangible assets:
Leasehold interests		1 to 9 years		$	64,644		$	56,699		$	7,945
Trade names and trademarks		Indefinite			1,199,700			—			1,199,700
​	​	​	​	​	​	​	​	​	​	​	​	​
				$	1,264,344		$	56,699		$	1,207,645
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Goodwill and other intangible assets (Continued)

The Company recorded amortization expense related to amortizable intangible assets for 2014, 2013 and 2012 of $5.8 million, $11.9 million and $16.9 million, respectively, all of which is included in rent expense. Expected future cash flows associated with the Company's intangible assets are not expected to be materially affected by the Company's intent or ability to renew or extend the arrangements. The Company's goodwill balance is not expected to be deductible for tax purposes.

For intangible assets subject to amortization, the estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows: 2015—$0.9 million, 2016—$0.3 million, 2017—$0.2 million, 2018—$0.2 million and 2019—$0.2 million.

3. Earnings per share

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

		2014
		Net Income			Weighted Average Shares			Per Share Amount
Basic earnings per share		$	1,065,345			304,633		$	3.50
Effect of dilutive share-based awards						1,048
​	​	​	​	​	​	​	​	​	​	​
Diluted earnings per share		$	1,065,345			305,681		$	3.49
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

		2013
		Net Income			Weighted Average Shares			Per Share Amount
Basic earnings per share		$	1,025,116			322,886		$	3.17
Effect of dilutive share-based awards						968
​	​	​	​	​	​	​	​	​	​	​
Diluted earnings per share		$	1,025,116			323,854		$	3.17
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

		2012
		Net Income			Weighted Average Shares			Per Share Amount
Basic earnings per share		$	952,662			332,254		$	2.87
Effect of dilutive share-based awards						2,215
​	​	​	​	​	​	​	​	​	​	​
Diluted earnings per share		$	952,662			334,469		$	2.85
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

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

Options to purchase shares of common stock 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 options would be antidilutive, were 1.2 million, 1.2 million, and 0.8 million in 2014, 2013 and 2012, respectively.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Income taxes

The provision (benefit) for income taxes consists of the following:

(In thousands)		2014			2013			2012
Current:
Federal		$	543,089		$	530,728		$	457,370
Foreign			1,245			1,324			1,209
State			81,816			101,174			78,025
​	​	​	​	​	​	​	​	​	​	​
			626,150			633,226			536,604
​	​	​	​	​	​	​	​	​	​	​
Deferred:
Federal			(7,697	)		(16,132	)		9,734
State			(2,937	)		(13,880	)		(1,606	)
​	​	​	​	​	​	​	​	​	​	​
			(10,634	)		(30,012	)		8,128
​	​	​	​	​	​	​	​	​	​	​
		$	615,516		$	603,214		$	544,732
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

A reconciliation between actual income taxes and amounts computed by applying the federal statutory rate to income before income taxes is summarized as follows:

(Dollars in thousands)		2014						2013						2012
U.S. federal statutory rate on earnings before income taxes		$	588,303			35.0	%	$	569,916			35.0	%	$	524,088			35.0	%
State income taxes, net of federal income tax benefit			49,819			3.0			56,822			3.5			52,713			3.5
Jobs credits, net of federal income taxes			(18,961	)		(1.1	)		(19,348	)		(1.2	)		(16,062	)		(1.1	)
Increase (decrease) in valuation allowances			1,453			0.1			(437	)		—			(3,050	)		(0.2	)
Decrease in income tax reserves			(6,449	)		(0.4	)		(6,391	)		(0.4	)		(13,676	)		(0.9	)
Other, net			1,351			—			2,652			0.1			719			0.1
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	615,516			36.6	%	$	603,214			37.0	%	$	544,732			36.4	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

The 2014 effective tax rate was an expense of 36.6%. This expense was greater than the federal statutory tax rate of 35% due primarily to the inclusion of state income taxes in the total effective tax rate. The 2014 effective income tax rate decreased from 2013 due principally to the favorable resolution of state income tax examinations and a reduction in other state income tax reserve increases. As in prior years, the Company receives a significant income tax benefit related to salaries paid to certain newly hired employees that qualify for federal jobs credits (principally the Work Opportunity Tax Credit or "WOTC"). The federal law authorizing the WOTC credit expired for employees hired after December 31, 2014. Whether these credits will be available for employees hired after December 31, 2014 depends upon a change in the tax law that extends the expiration date of these credit provisions, the certainty and timing of which are currently unclear.

The 2013 effective tax rate was an expense of 37.0%. The 2013 effective income tax rate increased from 2012 due to the favorable resolution of income tax examinations during 2012 that did not reoccur, to the same extent, in 2013. This rate increase was partially offset by the recording of an income tax benefit in 2013 associated with the expiration of the assessment period during which the taxing authorities could have assessed additional income tax associated with the Company's 2009 tax year.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Income taxes (Continued)

The 2012 effective tax rate was an expense of 36.4%. This expense was greater than the federal statutory tax rate of 35% due primarily to the inclusion of state income taxes in the total effective tax rate.

Deferred taxes reflect the effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

(In thousands)		January 30, 2015			January 31, 2014
Deferred tax assets:
Deferred compensation expense		$	8,842		$	8,666
Accrued expenses and other			5,146			9,067
Accrued rent			19,360			17,375
Accrued insurance			76,197			78,557
Accrued incentive compensation			14,866			3,385
Share based compensation			17,623			12,049
Interest rate hedges			4,318			4,921
Tax benefit of income tax and interest reserves related to uncertain tax positions			1,502			3,439
Deferred gain on sale-leaseback			24,385			26,186
Other			3,463			3,045
State tax net operating loss carry forwards, net of federal tax			87			282
State tax credit carry forwards, net of federal tax			11,039			8,282
​	​	​	​	​	​	​	​
			186,828			175,254
Less valuation allowances			(2,845	)		(1,393	)
​	​	​	​	​	​	​	​
Total deferred tax assets			183,983			173,861
​	​	​	​	​	​	​	​
Deferred tax liabilities:
Property and equipment			(302,531	)		(307,644	)
Inventories			(73,188	)		(64,481	)
Trademarks			(433,328	)		(433,130	)
Other			(1,794	)		(4,427	)
​	​	​	​	​	​	​	​
Total deferred tax liabilities			(810,841	)		(809,682	)
​	​	​	​	​	​	​	​
Net deferred tax liabilities		$	(626,858	)	$	(635,821	)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

Net deferred tax liabilities are reflected separately on the consolidated balance sheets as current and noncurrent deferred income taxes. The following table summarizes net deferred tax liabilities as recorded in the consolidated balance sheets:

(In thousands)		January 30, 2015			January 31, 2014
Current deferred income tax liabilities, net		$	(25,268	)	$	(21,795	)
Noncurrent deferred income tax liabilities, net			(601,590	)		(614,026	)
​	​	​	​	​	​	​	​
Net deferred tax liabilities		$	(626,858	)	$	(635,821	)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Income taxes (Continued)

The Company has state net operating loss carry forwards as of January 30, 2015 that total approximately $1.3 million which will expire in 2028. The Company also has state tax credit carry forwards of approximately $17.0 million that will expire beginning in 2022 through 2025.

A valuation allowance has been provided for state tax credit carry forwards. The 2014 increase of $1.5 million was recorded as an increase in income tax expense with the 2013 and 2012 decreases of $0.4 million and $3.1 million, respectively, recorded as reductions in income tax expense. Based upon expected future income, management believes that it is more likely than not that the results of operations will generate sufficient taxable income to realize the deferred tax assets after giving consideration to the valuation allowance.

The Internal Revenue Service ("IRS") has previously examined the Company's 2009 and earlier federal income tax returns. As a result, the 2009 and earlier tax years are not open for further examination by the IRS. Due to the filing of an amended federal income tax return for the 2010 tax year, the IRS may, to a limited extent, examine the Company's 2010 income tax filings. The IRS, at its discretion, may also choose to examine the Company's 2011 through 2014 fiscal year income tax filings. The Company has various state income tax examinations that are currently in progress. Generally, the Company's 2010 and later tax years remain open for examination by the various state taxing authorities.

As of January 30, 2015, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $9.3 million, $1.0 million and $0.4 million, respectively, for a total of $10.7 million. This total amount is reflected in noncurrent Other liabilities in the consolidated balance sheet.

As of January 31, 2014, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $19.6 million, $2.4 million and $0.4 million, respectively, for a total of $22.4 million. Of this total amount, $3.6 million and $18.8 million are reflected in current liabilities as Accrued expenses and other and in noncurrent Other liabilities, respectively, in the consolidated balance sheet.

The Company believes that it is reasonably possible that the reserve for uncertain tax positions may be reduced by approximately $3.0 million in the coming twelve months principally as a result of the effective settlement of outstanding issues. Also, as of January 30, 2015, approximately $9.3 million of the 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 amounts associated with uncertain tax positions included in income tax expense consists of the following:

(In thousands)		2014			2013			2012
Income tax expense (benefit)		$	(9,497	)	$	(3,915	)	$	(16,119	)
Income tax related interest expense (benefit)			(1,445	)		590			344
Income tax related penalty expense (benefit)			51			30			(200	)

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Income taxes (Continued)

A reconciliation of the uncertain income tax positions from February 3, 2012 through January 30, 2015 is as follows:

(In thousands)		2014			2013			2012
Beginning balance		$	19,583		$	22,237		$	42,018
Increases—tax positions taken in the current year			198			3,484			2,114
Increases—tax positions taken in prior years			62			3,000			1,144
Decreases—tax positions taken in prior years			(8,636	)		(608	)		(22,669	)
Statute expirations			(1,121	)		(7,622	)		(166	)
Settlements			(743	)		(908	)		(204	)
​	​	​	​	​	​	​	​	​	​	​
Ending balance		$	9,343		$	19,583		$	22,237
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

5. Current and long-term obligations

Current and long-term obligations consist of the following:

(In thousands)		January 30, 2015			January 31, 2014
Senior unsecured credit facilities, maturity April 11, 2018:
Term Facility		$	925,000		$	1,000,000
Revolving Facility			—			—
41/8% Senior Notes due July 15, 2017			500,000			500,000
17/8% Senior Notes due April 15, 2018 (net of discount of $294 and $383)			399,706			399,617
31/4% Senior Notes due April 15, 2023 (net of discount of $1,991 and $2,199)			898,009			897,801
Capital lease obligations			5,875			6,841
Tax increment financing due February 1, 2035			11,995			14,495
​	​	​	​	​	​	​	​
			2,740,585			2,818,754
Less: current portion			(101,158	)		(75,966	)
​	​	​	​	​	​	​	​
Long-term portion		$	2,639,427		$	2,742,788
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

On April 11, 2013, the Company consummated a refinancing pursuant to which it terminated its then-existing senior secured credit agreements, entered into a new five-year unsecured credit agreement, and issued senior notes due in 2018 and 2023 as discussed in greater detail below. The Company's senior unsecured credit facilities (the "Facilities") consist of a senior unsecured term loan facility (the "Term Facility"), which had an initial balance of $1.0 billion, and an $850.0 million senior unsecured revolving credit facility (the "Revolving Facility"), which provides for the issuance of letters of credit up to $250.0 million. The Term Facility amortizes in quarterly installments of $25.0 million, which commenced August 1, 2014. The final quarterly payment of the then-remaining balance will be due at maturity on April 11, 2018.

The Company capitalized $5.9 million of debt issuance costs associated with the Facilities, the amortized balance of which is included in long-term Other assets, net in the consolidated balance sheets. The Company incurred a pretax loss of $18.9 million for the write off of debt issuance costs associated with the termination of its previous senior secured credit facilities, which is reflected in Other (income) expense in the consolidated statement of income for the year ended January 31, 2014.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Current and long-term obligations (Continued)

Borrowings under the 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 as of January 30, 2015 was 1.275% for LIBOR borrowings and 0.275% for base-rate borrowings. The Company must also pay a facility fee on any used and unused amounts of the Facilities, as well as letter of credit fees. The applicable margins for borrowings, the facility fees and the letter of credit fees under the Facilities are subject to adjustment each quarter based on the Company's long-term senior unsecured debt ratings. The weighted average all-in interest rate for borrowings under the Facilities was 1.46% (without giving effect to the interest rate swaps discussed in Note 7) as of January 30, 2015.

The Facilities can be prepaid in whole or in part at any time. The Facilities contain certain covenants which place limitations on the incurrence of liens; change of business; mergers or sales of all or substantially all assets; and subsidiary indebtedness, among other limitations. The Facilities also contain financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. As of January 30, 2015, the Company was in compliance with all such covenants. The Facilities also contain customary affirmative covenants and events of default.

As of January 30, 2015, the Company had total outstanding letters of credit of $43.6 million, $28.5 million of which were under the Revolving Facility, and borrowing availability under the Revolving Facility was $821.5 million.

On July 12, 2012, the Company issued $500.0 million aggregate principal amount of 4.125% senior notes due 2017 (the "2017 Senior Notes") which mature on July 15, 2017. On April 11, 2013, the Company issued $400.0 million aggregate principal amount of 1.875% senior notes due 2018 (the "2018 Senior Notes"), net of discount of $0.5 million, which mature on April 15, 2018; and issued $900.0 million aggregate principal amount of 3.25% senior notes due 2023 (the "2023 Senior Notes"), net of discount of $2.4 million, which mature on April 15, 2023. Collectively, the 2017 Senior Notes, the 2018 Senior Notes and the 2023 Senior Notes comprise the "Senior Notes", each of which were issued pursuant to an indenture as modified by supplemental indentures relating to each series of Senior Notes (as so supplemented, the "Senior Indenture"). The Company capitalized $10.1 million of debt issuance costs associated with the 2018 Senior Notes and the 2023 Senior Notes. Interest on the 2017 Senior Notes is payable in cash on January 15 and July 15 of each year and commenced on January 15, 2013. Interest on the 2018 Senior Notes and 2023 Senior Notes is payable in cash on April 15 and October 15 of each year and commenced on October 15, 2013.

The Company may redeem some or all of its Senior Notes at any time at redemption prices set forth in the Senior Indenture. Upon the occurrence of a change of control triggering event, which is defined in the Senior Indenture, each holder of the Senior Notes has the right to require the Company to repurchase some or all of such holder's Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

The Senior Indenture contains covenants limiting, among other things, the ability of the Company (subject to certain exceptions) to consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's assets; and the ability of the Company and its subsidiaries to incur or guarantee indebtedness secured by liens on any shares of voting stock of significant subsidiaries.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Current and long-term obligations (Continued)

The Senior Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable.

On July 15, 2012, the Company redeemed $450.7 million aggregate principal amount of outstanding senior subordinated notes due 2017 at a premium, resulting in a pretax loss of $29.0 million which is reflected in Other (income) expense in the consolidated statement of income for the year ended February 1, 2013. The Company funded the redemption price for the senior subordinated notes due 2017 with proceeds from the issuance of the 2017 Senior Notes.

Scheduled debt maturities, including capital lease obligations, for the Company's fiscal years listed below are as follows (in thousands): 2015—$101,158; 2016—$101,379; 2017—$601,290; 2018—$1,025,892; 2019—$1,020; thereafter—$912,131.

6. Assets and liabilities measured at fair value

The following table presents the Company's assets and liabilities measured at fair value on a recurring basis as of January 30, 2015, aggregated by the level in the fair value hierarchy within which those measurements are classified.

(In thousands)		Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Balance at January 30, 2015
Liabilities:
Long-term obligations(a)		$	2,714,094		$	17,870		$	—		$	2,731,964
Derivative financial instruments(b)			—			1,173			—			1,173
Deferred compensation(c)			22,336			—			—			22,336

(a)

Reflected at book value in the consolidated balance sheet as Current portion of long-term obligations of $101,158 and Long-term obligations of $2,639,427.

(b)

Reflected at fair value in the consolidated balance sheet as Accrued expenses and other current liabilities.

(c)

Reflected at fair value in the consolidated balance sheet as Accrued expenses and other current liabilities of $2,070 and noncurrent Other liabilities of $20,266.

The carrying amounts reflected in the consolidated balance sheets for cash, cash equivalents, short-term investments, receivables and payables approximate their respective fair values. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of January 30, 2015.

7. Derivative financial instruments

The Company enters into certain financial instrument positions, all of which are intended to be used to reduce risk by hedging an underlying economic exposure.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Derivative financial instruments (Continued)

Risk management objective of using derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined primarily by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's borrowings.

In addition, the Company is exposed to certain risks arising from uncertainties of future market values caused by the fluctuation in the prices of commodities. From time to time the Company may enter into derivative financial instruments to protect against future price changes related to these commodity prices.

Cash flow hedges of interest rate risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate changes. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated other comprehensive income (loss) (also referred to as "OCI") and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended January 30, 2015, January 31, 2014, and February 1, 2013, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

As of January 30, 2015, the Company had interest rate swaps with a combined notional value of $875 million that were designated as cash flow hedges of interest rate risk. Amounts reported in Accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt.

During the year ended January 31, 2014, the Company entered into treasury locks with a combined notional amount of $700 million that were designated as cash flow hedges of interest rate risk on the Company's forecasted issuance of long-term debt. The issuance of the hedged long-term debt occurred on April 11, 2013 in the form of senior notes due April 15, 2023, as further discussed in Note 5, and the related settlement of the treasury locks on that date resulted in a loss of $13.2 million which was deferred to OCI. The loss is being amortized as an increase to interest expense over the period corresponding to the debt's maturity as the Company accrues or pays interest on the hedged long-term debt. There was no ineffectiveness recognized on these designated treasury locks.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Derivative financial instruments (Continued)

All of the amounts reflected in Accumulated other comprehensive income (loss) in the consolidated balance sheets for the periods presented are related to the cash flow hedges described above.

During the next 52-week period, the Company estimates that approximately $2.5 million will be reclassified as an increase to interest expense for its interest rate swaps and treasury locks.

Non-designated hedges of commodity risk

Derivatives not designated as hedges are not speculative and are used to manage the Company's exposure to commodity price risk but do not meet strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of January 30, 2015, the Company had no such non-designated hedges.

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of January 30, 2015 and January 31, 2014:

(in thousands)		January 30, 2015			January 31, 2014
Derivatives Designated as Hedging Instruments
Interest rate swaps classified as noncurrent Other liabilities		$	—		$	4,109
Interest rate swaps classified as Accrued expenses and other current liabilities		$	1,173		$	—

The tables below present the pre-tax effect of the Company's derivative financial instruments as reflected in the consolidated statements of comprehensive income and shareholders' equity, as applicable:

(in thousands)		2014			2013			2012
Derivatives in Cash Flow Hedging Relationships
Loss related to effective portion of derivative recognized in OCI		$	876		$	16,036		$	9,626
Loss related to effective portion of derivative reclassified from Accumulated OCI to Interest expense		$	5,130		$	4,604		$	13,327
Gain related to ineffective portion of derivative recognized in Other (income) expense		$	—		$	—		$	(2,392	)

Credit-risk-related contingent features

The Company has agreements with all of its interest rate swap counterparties that provide that the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on such indebtedness.

As of January 30, 2015, the fair value of interest rate swaps in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements, was $1.2 million. If the Company had breached any of these provisions at January 30, 2015, it could have been required to post full collateral or settle its obligations under the agreements at an estimated termination value of $1.2 million. As of January 30, 2015, the Company had not breached any of these provisions or posted any collateral related to these agreements.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies

Leases

As of January 30, 2015, the Company was committed under operating lease agreements for most of its retail stores. Many of the Company's stores are subject to build-to-suit arrangements with landlords which typically carry a primary lease term of up to 15 years with multiple renewal options. The Company also has stores subject to shorter-term leases and many of these leases have renewal options. Certain of the Company's leased stores have provisions for contingent rentals based upon a specified percentage of defined sales volume.

The land and buildings of the Company's DCs in Fulton, Missouri and Indianola, Mississippi are subject to operating lease agreements and the leased Ardmore, Oklahoma DC is subject to a financing arrangement. The entities involved in the ownership structure underlying these leases meet the accounting definition of a Variable Interest Entity ("VIE"). The Company is not the primary beneficiary of these VIEs and, accordingly, has not included these entities in its consolidated financial statements. Certain leases contain restrictive covenants that, individually, are not material to the Company. As of January 30, 2015, the Company is not aware of any material violations of such covenants.

In January 2014, the Company sold 233 store locations for cash and concurrent with the sale transaction, the Company leased the properties back for a period of 15 years. The transaction resulted in cash proceeds of approximately $281.6 million and a deferred gain of $67.2 million which is being recognized as a reduction of rent expense over the 15-year initial lease term of the properties.

In January 1999, the Company sold its DC located in Ardmore, Oklahoma for cash and concurrent with the sale transaction, the Company leased the property back for a period of 23 years. The transaction is accounted for as a financing obligation rather than a sale as a result of, among other things, the lessor's ability to put the property back to the Company under certain circumstances. The property and equipment, along with the related lease obligation associated with this transaction are recorded in the consolidated balance sheets. In August 2007, the Company purchased a secured promissory note (the "Ardmore Note") from an unrelated third party with a face value of $34.3 million at the date of purchase which approximated the remaining financing obligation. The Ardmore Note represents debt issued by the third party entity from which the Company leases the Ardmore DC and therefore the Company holds the debt instrument pertaining to its lease financing obligation. Because a legal right of offset exists, the Company is accounting for the Ardmore Note as a reduction of its outstanding financing obligation in its consolidated balance sheets.

Future minimum payments as of January 30, 2015 for operating leases are as follows:

(In thousands)
2015		$	793,274
2016			751,044
2017			703,892
2018			648,120
2019			584,508
Thereafter			3,145,663
​	​	​	​	​
Total minimum payments		$	6,626,501
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

Total minimum payments for capital leases as of January 30, 2015 were $7.4 million, with a present value of $5.9 million at January 30, 2015. The gross amount of property and equipment recorded under capital leases and financing obligations at both January 30, 2015 and January 31, 2014, was $29.8 million. Accumulated depreciation on property and equipment under capital leases and financing obligations at January 30, 2015 and January 31, 2014, was $10.6 million and $8.7 million, respectively.

Rent expense under all operating leases is as follows:

(In thousands)		2014			2013			2012
Minimum rentals(a)		$	776,103		$	674,849		$	599,138
Contingent rentals			9,099			12,058			15,150
​	​	​	​	​	​	​	​	​	​	​
		$	785,202		$	686,907		$	614,288
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

(a)

Excludes amortization of leasehold interests of $5.8 million, $11.9 million and $16.9 million included in rent expense for the years ended January 30, 2015, January 31, 2014, and February 1, 2013, respectively.

Legal proceedings

On August 7, 2006, a lawsuit entitled Cynthia Richter, et al. v. Dolgencorp, Inc., et al. was filed in the United States 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 Fair Labor Standards Act ("FLSA") and seeks to recover overtime pay, liquidated damages, and attorneys' fees and costs. On August 15, 2006, the Richter plaintiff filed a motion in which she asked the court to certify a 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. On December 2, 2009, notice was mailed to over 28,000 current or former Dollar General store managers. Approximately 3,950 individuals opted into the lawsuit, approximately 1,000 of whom have been dismissed for various reasons, including failure to cooperate in discovery.

On April 2, 2012, the Company moved to decertify the class. The plaintiff's response to that motion was filed on May 9, 2012.

On October 22, 2012, the court entered a memorandum opinion granting the Company's decertification motion. On December 19, 2012, the court entered an order decertifying the matter and stating that a separate order would be entered regarding the opt-in plaintiffs' rights and plaintiff Cynthia Richter's individual claims. To date, the court has not entered such an order.

The parties agreed to mediate the matter, and the court informally stayed the action pending the results of the mediation. Mediations were conducted in January, April and August 2013. On August 10, 2013, the parties reached a preliminary agreement, which was formalized and submitted to the court for approval, to resolve the matter for up to $8.5 million. On November 24, 2014, the court entered an order approving the settlement and dismissing the action. The Company deemed the settlement probable and recorded such amount as the estimated expense in the second quarter of 2013. The Company paid approximately $8.5 million in connection with the settlement of this matter in the fourth quarter of 2014.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

On September 8, 2014, a lawsuit entitled Sally Ann Carpenter v. Dolgencorp, Inc. was filed in the United States District Court for the Southern District of West Virginia (Case No. 2:14-cv-25500) ("Carpenter"). The Carpenter plaintiff seeks to proceed on a collective basis under the FLSA on behalf of herself and other former and current store managers in the state of West Virginia who were allegedly improperly classified as exempt executive employees under the FLSA. The Carpenter plaintiff seeks to recover overtime pay, liquidated damages, and attorneys' fees and costs.

The Company filed its answer to the complaint on September 30, 2014. On February 13, 2015, the court entered a scheduling order that, among other things, requires the Carpenter plaintiff to file a motion for conditional certification of her FLSA claims on or before April 24, 2015. The Company's response is due to be filed 30 days after the Carpenter plaintiff files her motion for conditional certification.

On October 31, 2014, a lawsuit entitled Ronda Hood v. Dollar General Corporation was filed in the United States District Court for the Eastern District of Louisiana (Case No. 2:14-cv-02512-JTM-DEK) ("Hood"). The Hood plaintiff seeks to proceed on a nationwide collective basis under the FLSA on behalf of herself and other similarly situated store managers who were allegedly improperly classified as exempt executive employees under the FLSA. The Hood plaintiff seeks to recover overtime pay, liquidated damages, and attorneys' fees and costs. The Hood plaintiff also asserts individual causes of action for alleged violations of the Americans with Disabilities Act, the Louisiana Human Rights Act, the Family Medical Leave Act, and negligent infliction of emotional distress and seeks damages for those claims including back wages, compensatory damages, liquidated and/or punitive damages, reinstatement and/or front pay, interest, and attorneys' fees and costs.

The Company filed its answer to the complaint on January 16, 2015. A status conference has been scheduled for April 9, 2015, and trial is set for November 9, 2015.

The Company believes that its store managers are and have been properly classified as exempt employees under the FLSA and that the Carpenter and Hood actions are not appropriate for collective action treatment. The Company has obtained summary judgment in some, although not all, of its pending individual or single-plaintiff store manager exemption cases in which it has filed such a motion.

At this time, it is not possible to predict whether the Carpenter or Hood matter ultimately will be permitted to proceed collectively, and no assurances can be given that the Company will be successful in its defense of either action on the merits or otherwise. Similarly, at this time the Company cannot estimate either the size of any potential class or the value of the claims asserted if either of these actions was to proceed. For these reasons, the Company is unable to estimate any potential loss or range of loss in either matter; however, if the Company is not successful in its defense efforts, the resolution of Carpenter or Hood could have a material adverse effect on the Company's consolidated financial statements as a whole.

On April 9, 2012, the Company was served with a lawsuit filed in the United States District Court for the Eastern District of Virginia entitled Jonathan Marcum, et al. v. Dolgencorp. Inc. (Civil Action No. 3:12-cv-00108-JRS) ("Marcum") in which the plaintiffs, one of whose conditional offer of employment was rescinded, allege that certain of the Company's background check procedures violate the Fair Credit Reporting Act ("FCRA"). Plaintiff Marcum also alleges defamation. According to the complaint and subsequently filed first and second amended complaints, the plaintiffs seek to represent a putative class of applicants in connection with their FCRA claims. The Company responded to the

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

complaint and each of the amended complaints. The plaintiffs' certification motion was due to be filed on or before April 5, 2013; however, plaintiffs asked the court to stay all deadlines in light of the parties' ongoing settlement discussions (as more fully described below). On November 12, 2013, the court entered an order lifting the stay but has not issued a new scheduling order in light of the parties' preliminary agreement to resolve the matter.

The parties have engaged in formal settlement discussions on three occasions, once in January 2013 with a private mediator, and again in March 2013 and July 2013 with a federal magistrate. On February 18, 2014, the parties reached a preliminary agreement to resolve the matter for up to $4.08 million.

On October 16, 2014, the court entered an order preliminarily approving the parties' proposed settlement. On March 4, 2015, the court entered an order approving the settlement and dismissing the matter with prejudice.

The Company's Employment Practices Liability Insurance ("EPLI") carrier was placed on notice of this matter and participated in both the formal and informal settlement discussions. The EPLI policy covering this matter has a $2 million self-insured retention. Because the Company believed that it was likely to expend the balance of its self-insured retention in settlement of this litigation or otherwise, it accrued $1.8 million in the fourth quarter of 2012, an amount that is immaterial to the Company's consolidated financial statements as a whole.

In September 2011, the Chicago Regional Office of the United States Equal Employment Opportunity Commission ("EEOC" or "Commission") notified the Company of a cause finding related to the Company's criminal background check policy. The cause finding alleges that the Company's criminal background check policy, which excludes from employment individuals with certain criminal convictions for specified periods, has a disparate impact on African-American candidates and employees in violation of Title VII of the Civil Rights Act of 1964, as amended ("Title VII").

The Company and the EEOC engaged in the statutorily required conciliation process, and despite the Company's good faith efforts to resolve the matter, the Commission notified the Company on July 26, 2012 of its view that conciliation had failed.

On June 11, 2013, the EEOC filed a lawsuit in the United States District Court for the Northern District of Illinois entitled Equal Opportunity Commission v. Dolgencorp, LLC d/b/a Dollar General (Case No. 1:13-cv-04307) in which the Commission alleges that the Company's criminal background check policy has a disparate impact on "Black Applicants" in violation of Title VII and seeks to recover monetary damages and injunctive relief on behalf of a class of "Black Applicants." The Company filed its answer to the complaint on August 9, 2013.

On January 29, 2014, the court entered an order, which, among other things, bifurcates the issues of liability and damages during discovery and at trial. On September 3, 2014, the court modified the scheduling order and ordered the parties to complete fact discovery related to liability by May 15, 2015. A status conference is scheduled for April 7, 2015.

On July 29, 2014, the court entered an order compelling the Company to produce certain documents, information, and electronic data for the period 2004 to present.

The Company believes that its criminal background check process is both lawful and necessary to a safe environment for its employees and customers and the protection of its assets and shareholders'

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

investments. The Company also does not believe that this matter is amenable to class or similar treatment. However, at this time, it is not possible to predict whether the action will ultimately be permitted to proceed as a class or in a similar fashion or the size of any putative class. Likewise, at this time, it is not possible to estimate the value of the claims asserted, and, therefore, the Company cannot estimate the potential exposure or range of potential loss. If the matter were to proceed successfully as a class or similar action or the Company is unsuccessful in its defense efforts as to the merits of the action, it could have a material adverse effect on the Company's consolidated financial statements as a whole.

On May 23, 2013, a lawsuit entitled Juan Varela v. Dolgen California and Does 1 through 50 (Case No. RIC 1306158) ("Varela") was filed in the Superior Court of the State of California for the County of Riverside in which the plaintiff alleges that he and other "key carriers" were not provided with meal and rest periods in violation of California law and seeks to recover alleged unpaid wages, injunctive relief, consequential damages, pre-judgment interest, statutory penalties and attorneys' fees and costs. The Varela plaintiff seeks to represent a putative class of California "key carriers" as to these claims. The Varela plaintiff also asserts a claim for unfair business practices and seeks to proceed under California's Private Attorney General Act ("PAGA").

The Company removed the action to the United States District Court for the Central District of California (Case No. 5:13-cv-01172VAP-SP) on July 1, 2013, and filed its answer to the complaint on July 1, 2013. On July 30, 2013, the plaintiff moved to remand the action to state court.

On September 13, 2013, notwithstanding the Company's opposition, the court granted plaintiff's motion and remanded the case. The Company filed a petition for permission to appeal to the United States Court of Appeals for the Ninth Circuit on September 23, 2013. On February 27, 2015, the Ninth Circuit denied the Company's petition for permission to appeal. Because the Company anticipated the denial, the Company filed a petition for coordination of the Main and Varela matters on April 28, 2014.

Following the Company's petition for coordination, the Main plaintiff agreed to dismiss her complaint without prejudice, and the parties agreed that the Varela plaintiff would file an amended complaint to include the allegations asserted in the original Main complaint. On November 4, 2014, pursuant to a stipulation granted by the Varela court, the Varela plaintiff filed an amended complaint to add Victoria Lee Dinger Main as a named plaintiff and add the allegations set forth in the original Main action that include claims for alleged inaccurate wage statements and failure to provide appropriate pay upon termination. The Company filed its answer to the amended complaint on December 23, 2014. A status conference is scheduled for April 24, 2015.

On June 6, 2013, a lawsuit entitled Victoria Lee Dinger Main v. Dolgen California, LLC and Does 1 through 100 (Case No. 34-2013-00146129) ("Main") was filed in the Superior Court of the State of California for the County of Sacramento. The Main plaintiff alleges that she and other "key holders" were not provided with meal and rest periods, accurate wage statements and appropriate pay upon termination in violation of California wage and hour laws and seeks to recover alleged unpaid wages, declaratory relief, restitution, statutory penalties and attorneys' fees and costs. The Main plaintiff seeks to represent a putative class of California "key holders" as to these claims. The Main plaintiff also asserts a claim for unfair business practices and seeks to proceed under the PAGA.

The Company removed this action to the United States District Court for the Eastern District of California (Case No. 2:13-cv-01637-MCE-KJN) on August 7, 2013, and filed its answer to the complaint on August 6, 2013. On August 29, 2013, the plaintiff moved to remand the action to state court. The

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

Company opposed the motion. On October 28, 2013, the court granted plaintiff's motion and remanded the case. The Company filed a petition for permission to appeal to the United States Court of Appeals for the Ninth Circuit on November 7, 2013. The plaintiff filed its opposition brief on November 15, 2013. The Ninth Circuit denied the petition for permission to appeal on April 10, 2014.

In light of the parties' agreement to coordinate and consolidate the Main and Varela matters, the Main plaintiff filed a request for dismissal without prejudice with the court on December 9, 2014. On December 10, 2014, the court entered an order dismissing the Main matter without prejudice.

On July 22, 2014, a lawsuit entitled Oscar Avila v. Dolgen California, LLC and Does 1 through 50 (Case No. S-1500-CV-282549) ("Avila") was filed in the Superior Court of the State of California for the County of Kern. The Avila plaintiff alleges that he and other "key holders" were not provided with meal and rest periods, accurate wage statements and appropriate pay upon termination in violation of California wage and hour laws and seeks to recover alleged unpaid wages, declaratory relief, restitution, pre- and post- judgment interest, statutory penalties and attorneys' fees and costs. The Avila plaintiff seeks to represent a putative class of California "key holders" as to these claims. The Avila plaintiff also asserts a claim for unfair business practices.

The parties have resolved this matter for an amount that is not material to the Company's consolidated financial statements as a whole.

On November 26, 2014, a lawsuit entitled Kendra Pleasant v. Dollar General Corporation, Dolgencorp, LLC and Does 1 through 50 (Case No. CIVDS1417709 ("Pleasant") was filed in the Superior Court of the State of California for the County of San Bernardino. The Pleasant plaintiff alleges that she and other non-exempt employees were not paid for all time worked, reimbursed for necessary business related expenses, provided rest and meal breaks, and provided accurate wage statements in violation of California wage and hour laws. The Pleasant plaintiff seeks to recover alleged unpaid wages, restitution, interest, statutory penalties, unspecified damages, and attorneys' fees and costs. The Pleasant plaintiff also asserts a claim for unfair business practices.

On December 31, 2014, the Company removed this matter to the United States District Court for the Central District of California (Case No. 5:14-cv-02645-JGB-KK). On January 14, 2015, the Company moved the court to compel arbitration and dismiss the plaintiff's class claims. The Pleasant plaintiff filed her response to the motion to compel arbitration on February 2, 2015. The Company filed its reply on February 9, 2015.

On February 18, 2015, the court granted the Company's motion to compel arbitration and dismissed the Pleasant complaint with prejudice.

After the Company filed its motion to compel arbitration, the Pleasant plaintiff filed a separate complaint in the Superior Court of the State of California for the County of San Bernardino styled Kendra Pleasant v. Dollar General Corporation, Dolgen California, LLC, and Does 1 through 50 (Case No. CIVDS1500651) ("Pleasant II") in which the plaintiff seeks to proceed under the PAGA for various alleged violations of California's Labor Code. Plaintiff alleges that she and other similarly situated non-exempt California store-level employees were not paid for all time worked, provided meal and rest breaks, reimbursed for necessary work related expenses, and provided with accurate wage statements. Plaintiff seeks to recover unpaid wages, civil and statutory penalties, interest, attorneys' fees and costs. On March 12, 2015, the Company filed a demurrer asking the court to abate all proceedings in the Pleasant II matter pending an issuance of a final judgment in the Varela matter.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

On February 20, 2015, a lawsuit entitled Julie Sullivan v. Dolgen California and Does 1 through 100 (Case No. RG 15759417) ("Sullivan") was filed in the Superior Court of the State of California for the County of Alameda in which the plaintiff alleges that she and other similarly situated Dollar General Market Store Managers in the State of California were improperly classified as exempt employees and were not provided with meal and rest breaks and accurate wage statements in violation of California law. The Sullivan plaintiff also alleges that she and other California store employees were not provided with printed wage statements in violation of California law. Plaintiff seeks to recover unpaid wages (including overtime pay), civil and statutory penalties, interest, injunctive relief, restitution, and attorneys' fees and costs. On March 2, 2015, Sullivan served notice to the Labor and Workforce Development agency that she intends to proceed under the PAGA. The Company's response to the Sullivan complaint is due to be filed with the court on or before April 9, 2015.

The Company believes that its policies and practices comply with California law and that the Varela, Pleasant II, and Sullivan actions are not appropriate for class or similar treatment. The Company intends to vigorously defend these actions; however, at this time, it is not possible to predict whether the Varela, Pleasant II, or Sullivan action ultimately will be permitted to proceed as a class, and no assurances can be given that the Company will be successful in its defense of these actions on the merits or otherwise. Similarly, at this time the Company cannot estimate either the size of any potential class or the value of the claims asserted in the Varela, Pleasant II, or Sullivan action. For these reasons, the Company is unable to estimate any potential loss or range of loss in these matters; however, if the Company is not successful in its defense efforts, the resolution of any of these actions could have a material adverse effect on the Company's consolidated financial statements as a whole.

On July 2, 2013, a lawsuit entitled Rachel Buttry and Jennifer Peters v. Dollar General Corp. (Case No. 3:13-cv-00652) ("Buttry") was filed in the United States District Court for the Middle District of Tennessee. The Buttry plaintiffs seek to proceed on a nationwide collective basis under the FLSA and as a statewide class under Tennessee law on behalf of non-exempt store employees who allegedly were not properly paid for certain breaks. The Buttry plaintiffs seek back wages (including overtime), injunctive and declaratory relief, liquidated damages, compensatory and economic damages, "consequential" and "incidental" damages, pre-judgment and post-judgment interest, and attorneys' fees and costs.

The Company filed its answer on August 7, 2013. The plaintiffs filed their motion for conditional certification of their FLSA claims on December 5, 2013, to which the Company responded on February 3, 2014. On April 4, 2014, the court denied plaintiffs' certification motion. Plaintiffs filed a motion for reconsideration or in the alternative for permission to seek interlocutory appeal in the United States Court of Appeals for the Sixth Circuit on April 18, 2014. The court denied the plaintiffs' motion on April 24, 2014.

The plaintiffs subsequently petitioned the Sixth Circuit for a writ of mandamus and asked the district court to stay all deadlines in the underlying proceeding pending the Sixth Circuit's ruling on the writ. On October 23, 2014, the United States Court of Appeals for the Sixth Circuit denied plaintiff's petition for writ of mandamus.

The parties have reached a preliminary agreement, which must be submitted to and approved by the court, to resolve this matter for an amount not material to the Company's consolidated financial statements as a whole. At this time, although probable, it is not certain that the court will approve the settlement. However, even if the court does not approve the settlement on its current terms, the

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

Company does not expect the resolution of the Buttry matter to have a material adverse impact on the Company's consolidated financial statements as a whole.

On March 19, 2014, a lawsuit entitled Danielle Harsey v. Dolgencorp, LLC (Case No. 5:14-cv-00168-WTH-PRL) ("Harsey") was filed in the United States District Court for the Middle District of Florida. The Harsey plaintiff seeks to proceed on a nationwide collective basis under the FLSA and as a statewide class under the Florida Minimum Wage Act on behalf of all similarly situated non-exempt store employees who allegedly were not paid for all hours worked. The Harsey plaintiff seeks back wages (including overtime), liquidated damages, pre- and post-judgment interest, injunctive relief, and attorneys' fees and costs. The Company filed its answer on May 7, 2014.

On August 19, 2014, the court entered a scheduling order, which among other things, requires plaintiff to file motions for class certification of her statewide claims and conditional certification of her claims under the FLSA on or before January 7, 2015. The plaintiff did not seek conditional or class certification with respect to either her FLSA or state law claims.

The parties have reached a preliminary agreement, which must be submitted to and approved by the court, to resolve this matter for an amount not material to the Company's consolidated financial statements as a whole. At this time, although probable, it is not certain that the court will approve the settlement. However, even if the court does not approve the settlement on its current terms, the Company does not expect the resolution of the Harsey matter to have a material adverse impact on the Company's consolidated financial statements as a whole.

On July 14, 2014, a lawsuit entitled Leslie Vincino v. Dolgencorp, LLC (Case No. 2014-CA-517) ("Vincino") was filed in the Circuit Court, Eighth Judicial Circuit, for Levy County, Florida. The Vincino plaintiff seeks to proceed on a nationwide collective basis under the FLSA on behalf of all similarly situated non-exempt store employees who allegedly were not paid for all hours worked. The Vincino plaintiff seeks back wages (including overtime), liquidated damages, pre-judgment interest, and attorneys' fees and costs. The Vincino plaintiff also asserts individual claims for violation of the Florida Civil Rights Act for alleged discrimination based on alleged unidentified disabilities. For the claims asserted under the Florida Civil Rights Act, the Vincino plaintiff seeks compensatory damages, back wages, front pay, punitive damages, attorneys' fees and costs. On August 11, 2014, the Company removed this matter to the United States District Court for the Northern District of Florida (Case No. 1:14-cv-142-RS-GRJ). The Company filed its answer on August 18, 2014.

On September 25, 2014, the court entered a scheduling order which requires plaintiff to file her motion for conditional class certification of her claims under the FLSA on or before February 23, 2015. On January 12, 2015, the plaintiff notified the court that she did not intend to seek conditional certification of her FLSA claims. Plaintiff's individual claims under the FLSA and Florida Civil Rights Act remain pending. The Company intends to vigorously defend this action and does not expect its ultimate resolution to have a material adverse impact on the Company's consolidated financial statements as a whole.

On September 8, 2014, a lawsuit entitled Joyce Riley v. Dolgencorp, LLC (Case No. 2:14-cv-25505) ("Riley") was filed in the United States District Court for the Southern District of West Virginia. The Riley plaintiff seeks to proceed on a collective basis under the FLSA on behalf of all similarly situated non-exempt store employees in the state of West Virginia who allegedly were not paid for certain breaks. The Riley plaintiff seeks back wages (including overtime), liquidated damages, and attorneys' fees and costs.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

The Company filed its answer to the complaint on September 30, 2014. On February 13, 2015, the court entered a scheduling order that, among other things, requires the Riley plaintiff to file a motion for conditional certification of her FLSA claims on or before May 8, 2015. The Company's response is due 30 days after the Riley plaintiff files her motion for conditional certification.

The Company believes that its wage and hour policies and practices comply with both the FLSA and state law and that the Riley action is not appropriate for collective or class treatment. The Company intends to vigorously defend this action; however, at this time, it is not possible to predict whether the Riley action ultimately will be permitted to proceed collectively or as a class, and no assurances can be given that the Company will be successful in its defense of this action on the merits or otherwise. Similarly, at this time the Company cannot estimate either the size of any potential class or the value of the claims asserted in the Riley action. For these reasons, the Company is unable to estimate any potential loss or range of loss in this matter; however, if the Company is not successful in its defense efforts, the resolution of the Riley action could have a material adverse effect on the Company's consolidated financial statements as a whole.

On May 20, 2011, a lawsuit entitled Winn-Dixie Stores, Inc., et al. v. Dolgencorp, LLC was filed in the United States District Court for the Southern District of Florida (Case No. 9:11-cv-80601-DMM) ("Winn-Dixie") in which the plaintiffs allege that the sale of food and other items in approximately 55 of the Company's stores, each of which allegedly is or was at some time co-located in a shopping center with one of plaintiffs' stores, violates restrictive covenants that plaintiffs contend are binding on the occupants of the shopping centers. Plaintiffs sought damages and an injunction limiting the sale of food and other items in those stores. Although plaintiffs did not make a demand for any specific amount of damages, documents prepared and produced by plaintiffs during discovery suggested that plaintiffs would seek as much as $47 million although the court limited their ability to prove such damages. The case was consolidated with similar cases against Big Lots and Dollar Tree. The court issued an order on August 10, 2012 in which it (i) dismissed all claims for damages, (ii) dismissed claims for injunctive relief for all but four stores, and (iii) directed the Company to report to the court on its compliance with restrictive covenants at the four stores for which it did not dismiss the claims for injunctive relief. The Company believes that compliance with the August 2012 ruling will have no material adverse effect on the Company or its consolidated financial statements.

On August 28, 2012, the Winn-Dixie plaintiffs filed a notice of appeal with the United States Court of Appeals for the Eleventh Circuit (Docket No. 12-14527-B). Oral argument was conducted on January 16, 2014, and the appellate court rendered its decision on March 5, 2014, affirming in part and reversing in part the trial court's decision. Specifically, the appellate court affirmed the trial court's dismissal of plaintiffs' claim for monetary damages but reversed the trial court's decision denying injunctive relief as to thirteen additional stores and remanded for further proceedings. On March 26, 2014, the plaintiffs moved the appellate court for rehearing. That motion was denied on May 2, 2014. Subsequently, plaintiff filed a motion with the trial court on remand to dismiss stores not located in Florida from the case without prejudice, which the court denied on September 29, 2014. Further, the parties have, as directed by the trial court, submitted briefs in an effort to clarify the issues to be resolved on remand. On November 19, 2014, the court issued an order (i) permitting the parties to conduct additional discovery regarding the scope of the restrictive covenants at issue in light of the Eleventh Circuit's decision, and (ii) scheduling a bench trial to resolve any outstanding issues on the court's April 20, 2015 docket. On February 10, 2015, Winn-Dixie filed a motion for summary judgment,

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Commitments and contingencies (Continued)

and the Company filed a motion for summary judgment regarding the stores located outside of Florida. The court has not yet ruled on either motion.

At this time, the Company is unable to predict whether the trial court will enter an injunction as to any of the additional stores at issue; however, the Company does not believe that such an injunction, even if entered as to each remaining additional store at issue, would have a material adverse effect on the Company or its consolidated financial statements as a whole.

The Company also is unable to predict whether the plaintiffs will seek further appellate review of the trial court's dismissal of plaintiffs' claim for damages. If plaintiffs were to obtain further appellate review, and the Company were unsuccessful in its defense of such appeal, the outcome could have a material adverse effect on the Company's consolidated financial statements as a whole.

From time to time, the Company is a party to various other legal actions involving claims incidental to the conduct of its business, including actions by employees, consumers, suppliers, government agencies, or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation, including without limitation under federal and state employment laws and wage and hour laws. The Company believes, based upon information currently available, that such other litigation and claims, both individually and in the aggregate, will be resolved without a material adverse effect on the Company's financial statements as a whole. However, litigation involves an element of uncertainty. Future developments could cause these actions or claims to have a material adverse effect on the Company's results of operations, cash flows, or financial position. In addition, certain of these lawsuits, if decided adversely to the Company or settled by the Company, may result in liability material to the Company's financial position or may negatively affect operating results if changes to the Company's business operation are required.

9. Benefit plans

The Dollar General Corporation 401(k) Savings and Retirement Plan, which became effective on January 1, 1998, is a safe harbor defined contribution plan and is subject to the Employee Retirement and Income Security Act ("ERISA").

A participant's right to claim a distribution of his or her account balance is dependent on the plan, ERISA guidelines and Internal Revenue Service regulations. All active participants are fully vested in all contributions to the 401(k) plan. During 2014, 2013 and 2012, the Company expensed approximately $13.7 million, $13.0 million and $11.9 million, respectively, for matching contributions.

The Company also has a nonqualified supplemental retirement plan ("SERP") and compensation deferral plan ("CDP"), known as the Dollar General Corporation CDP/SERP Plan, for a select group of management and other key employees. The Company incurred compensation expense for these plans of approximately $0.8 million, $1.2 million and $1.4 million in 2014, 2013 and 2012, respectively.

The CDP/SERP Plan assets are invested in accounts selected by the Company's Compensation Committee or its delegate. These investments are classified as trading securities and the associated deferred compensation liability is reflected in the consolidated balance sheets as further discussed in Note 6.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Share-based payments

The Company accounts for share-based payments in accordance with applicable accounting standards, under which the fair value of each award is separately estimated and amortized into compensation expense over the service period. The fair value of the Company's stock option grants are estimated on the grant date using the Black-Scholes-Merton valuation model. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense.

On July 6, 2007, the Company's Board of Directors adopted the 2007 Stock Incentive Plan for Key Employees, which plan was subsequently amended (as so amended, the "Plan"). The Plan allows 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 of shares of Company common stock authorized for grant under the Plan is 31,142,858. As of January 30, 2015, 19,025,398 of such shares are available for future grants.

Since May 2011, most of share-based awards issued by the Company have been in the form of stock options, restricted stock units and performance share units. The Company has also granted a performance-based restricted stock award discussed in greater detail below. Stock options granted to employees and board members generally vest ratably on an annual basis over a four-year and three-year period, respectively. Restricted stock units generally vest ratably over a three-year period. Performance share units generally vest ratably over a three-year period, provided that certain minimum performance criteria are met in the year of grant. With limited exceptions, the performance share unit and restricted stock unit awards are automatically converted into shares of common stock on the vesting date.

From July 2007 through May 2011, a significant majority of the Company's share-based awards were stock options that vest solely upon the continued employment of the recipient ("MSA Time Options") and options that vest upon the achievement of predetermined annual or cumulative financial-based targets ("MSA Performance Options"). MSA Time Options and MSA Performance Options generally vest ratably on an annual basis over a period of approximately five years, with limited exceptions.

Both the MSA Time Options and the MSA Performance Options are subject to various provisions set forth in a management stockholder's agreement ("MSA") entered into with each option holder. The MSA contains certain put and call rights and other provisions pertaining to both the option holder and the Company which may, in certain scenarios, affect the holder's ability to sell or realize market value for these instruments and any shares acquired thereunder. Vesting of the MSA Performance Options is contingent upon meeting specified annual or cumulative financial targets. The MSA Time Options and MSA Performance Options have a contractual term of 10 years and an exercise price equal to the fair value of the underlying common stock on the date of grant.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Share-based payments (Continued)

The weighted average for key assumptions used in determining the fair value of all stock options granted in the years ended January 30, 2015, January 31, 2014, and February 1, 2013, and a summary of the methodology applied to develop each assumption, are as follows:

		January 30, 2015			January 31, 2014			February 1, 2013
Expected dividend yield			0	%		0	%		0	%
Expected stock price volatility			25.6	%		26.2	%		26.8	%
Weighted average risk-free interest rate			1.9	%		1.2	%		1.5	%
Expected term of options (years)			6.3			6.3			6.3

Expected dividend yield—This is an estimate of the expected dividend yield on the Company's stock. An increase in the dividend yield will decrease compensation expense.

Expected stock price volatility—This is a measure of the amount by which the price of the Company's common stock has fluctuated or is expected to fluctuate. Since November 2011, the expected volatilities for awards have been based on the historical volatility of the Company's publicly traded common stock. An increase in the expected volatility will increase compensation expense.

Weighted average risk-free interest rate—This is the U.S. Treasury rate for the week of the grant having a term approximating the expected life of the option. An increase in the risk-free interest rate will increase compensation expense.

Expected term of options—This is the period of time over which the options granted are expected to remain outstanding. The Company has estimated the expected term as the mid-point between the vesting date and the contractual term of the option. An increase in the expected term will increase compensation expense.

A summary of the Company's stock option activity, exclusive of options subject to an MSA, during the year ended January 30, 2015 is as follows:

(Intrinsic value amounts reflected in thousands)		Options Issued			Average Exercise Price			Remaining Contractual Term in Years			Intrinsic Value
Balance, January 31, 2014			1,840,542		$	45.26
Granted			898,817			58.03
Exercised			(159,205	)		44.52
Canceled			(181,030	)		50.55
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, January 30, 2015			2,399,124		$	49.69			8.1		$	41,661
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Exercisable at January 30, 2015			633,841		$	42.43			7.0		$	15,613
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

The weighted average grant date fair value of non-MSA options was $17.26, $13.86 and $13.54 during 2014, 2013 and 2012, respectively. The intrinsic value of non-MSA options exercised during 2014, 2013, and 2012 was $2.5 million, $0.8 million and $0.3 million, respectively.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Share-based payments (Continued)

The number of performance share unit awards earned is based upon the Company's annual financial performance in the year of grant as specified in the award agreement. A summary of performance share unit award activity during the year ended January 30, 2015 is as follows:

(Intrinsic value amounts reflected in thousands)		Units Issued			Intrinsic Value
Balance, January 31, 2014			159,419
Granted			143,048
Converted to common stock			(68,187	)
Canceled			(21,697	)
​	​	​	​	​	​	​	​
Balance, January 30, 2015			212,583		$	14,256
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

The weighted average grant date fair value of performance share units granted was $57.91, $48.11 and $45.25 during 2014, 2013, and 2012, respectively.

A summary of restricted stock unit award activity during the year ended January 30, 2015 is as follows:

(Intrinsic value amounts reflected in thousands)		Units Issued			Intrinsic Value
Balance, January 31, 2014			616,527
Granted			420,035
Converted to common stock			(230,907	)
Canceled			(90,797	)
​	​	​	​	​	​	​	​
Balance, January 30, 2015			714,858		$	47,938
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

The weighted average grant date fair value of restricted stock units granted was $57.87, $48.20 and $45.33 during 2014, 2013 and 2012, respectively.

A summary of MSA Time Options activity during the year ended January 30, 2015 is as follows:

(Intrinsic value amounts reflected in thousands)		Options Issued			Average Exercise Price			Remaining Contractual Term in Years			Intrinsic Value
Balance, January 31, 2014			464,563		$	18.15
Granted			—			—
Exercised			(154,866	)		14.95
Canceled			(10,853	)		20.39
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, January 30, 2015			298,844		$	19.74			4.7		$	14,142
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Exercisable at January 30, 2015			286,848		$	19.30			4.6		$	13,700
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

The intrinsic value of MSA Time Options exercised during 2014, 2013 and 2012 was $6.8 million, $39.4 million and $117.3 million, respectively.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Share-based payments (Continued)

A summary of MSA Performance Options activity during the year ended January 30, 2015 is as follows:

(Intrinsic value amounts reflected in thousands)		Options Issued			Average Exercise Price			Remaining Contractual Term in Years			Intrinsic Value
Balance, January 31, 2014			376,309		$	19.68
Granted			—			—
Exercised			(118,287	)		17.18
Canceled			(10,151	)		21.47
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, January 30, 2015			247,871		$	20.79			4.9		$	11,468
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Exercisable at January 30, 2015			246,251		$	20.73			4.9		$	11,409
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

The intrinsic value of MSA Performance Options exercised during 2014, 2013 and 2012 was $4.9 million, $39.1 million and $106.4 million, respectively.

In March 2012, the Company issued a performance-based award of 326,037 shares of restricted stock to its Chairman and Chief Executive Officer. This restricted stock award had a fair value on the grant date of $45.25 per share, with one-half of the award scheduled to vest in 2014 and the remainder in 2015, contingent upon, among other things, meeting certain specified earnings per share targets in those years. The target for 2014 was met and the applicable shares vested.

At January 30, 2015, the total unrecognized compensation cost related to nonvested stock-based awards was $55.2 million with an expected weighted average expense recognition period of 1.4 years.

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:

(In thousands)		Stock Options			Performance Share Units			Restricted Stock Units			Restricted Stock			Total
Year ended January 30, 2015
Pre-tax		$	8,533		$	5,461		$	15,968		$	7,376		$	37,338
Net of tax		$	5,206		$	3,332		$	9,742		$	4,500		$	22,780
Year ended January 31, 2014
Pre-tax		$	7,634		$	3,448		$	9,879		$	—		$	20,961
Net of tax		$	4,649		$	2,100		$	6,016		$	—		$	12,765
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

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Segment reporting

The Company manages its business on the basis of one operating segment. See Note 1 for a brief description of the Company's business. As of January 30, 2015, all of the Company's operations were located within the United States with the exception of a Hong Kong subsidiary, and a liaison office in India, which collectively are not material to the consolidated financial statements. The following net sales data is presented in accordance with accounting standards related to disclosures about segments of an enterprise.

(In thousands)		2014			2013			2012
Classes of similar products:
Consumables		$	14,321,080		$	13,161,825		$	11,844,846
Seasonal			2,344,993			2,259,516			2,172,399
Home products			1,205,373			1,115,648			1,061,573
Apparel			1,038,142			967,178			943,310
​	​	​	​	​	​	​	​	​	​	​
Net sales		$	18,909,588		$	17,504,167		$	16,022,128
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

12. Common stock transactions

On August 29, 2012, the Company's Board of Directors authorized a common stock repurchase program, which was increased on March 19, 2013 and again on December 4, 2013. As of January 30, 2015, a total of $2.0 billion had been authorized under the program and $223.4 million remained available for repurchase. The share repurchase program was further increased on March 10, 2015 as discussed in Note 13. 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 our debt agreements and other factors. Repurchases under the program may be funded from available cash or borrowings under the Company's credit facilities discussed in further detail in Note 5.

During the years ended January 30, 2015, January 31, 2014, and February 1, 2013, the Company repurchased approximately 14.1 million shares of its common stock at a total cost of $800.1 million, approximately 11.0 million shares at a total cost of $620.1 million, and approximately 14.4 million shares of its common stock at a total cost of $671.4 million, respectively, pursuant to its common stock repurchase programs.

13. Subsequent events

On March 10, 2015, the Company's Board of Directors authorized a $1.0 billion increase in the common stock repurchase program discussed in Note 12, increasing the total remaining share repurchase authorization to approximately $1.2 billion. The repurchase authorization has no expiration date and has terms and conditions consistent with those discussed in Note 12.

Also on March 10, 2015, the Company's Board of Directors approved a quarterly cash dividend to shareholders. A cash dividend of $0.22 per share will be paid on April 22, 2015 to shareholders of record on April 8, 2015. The payment of future cash dividends is subject to the Board's discretion 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.

** DOLLAR GENERAL CORPORATION AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Quarterly financial data (unaudited)

The following is selected unaudited quarterly financial data for the fiscal years ended January 30, 2015 and January 31, 2014. Each quarterly period listed below was a 13-week accounting period. The sum of the four quarters for any given year may not equal annual totals due to rounding.

(In thousands)		First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2014:
Net sales		$	4,522,081		$	4,724,039		$	4,724,409		$	4,939,059
Gross profit			1,357,746			1,455,574			1,423,748			1,565,439
Operating profit			379,708			428,526			394,143			566,716
Net income			222,398			251,260			236,316			355,371
Basic earnings per share			0.72			0.83			0.78			1.17
Diluted earnings per share			0.72			0.83			0.78			1.17

(In thousands)		First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2013:
Net sales		$	4,233,733		$	4,394,651		$	4,381,838		$	4,493,945
Gross profit			1,295,148			1,377,290			1,328,493			1,434,811
Operating profit			395,000			412,822			390,241			538,122
Net income			220,083			245,475			237,385			322,173
Basic earnings per share			0.67			0.76			0.74			1.01
Diluted earnings per share			0.67			0.75			0.74			1.01

In the third and fourth quarters of 2014, the Company incurred expenses related to an attempted acquisition of $8.2 million ($7.4 million net of tax, or $0.02 per diluted share) and $6.1 million ($1.3 million net of tax, or $0.00 per diluted share), respectively, which were recognized as Selling, general and administrative expenses.

As discussed in Note 5, in the first quarter of 2013, the Company terminated its senior secured credit facilities, resulting in a pretax loss of $18.9 million ($11.5 million net of tax, or $0.04 per diluted share) which was recognized as Other (income) expense.

As discussed in Note 8, in the second quarter of 2013, the Company recorded expenses associated with an agreement to settle a legal matter, resulting in a pretax loss of $8.5 million ($5.2 million net of tax, or $0.02 per diluted share) which was recognized as Selling, general and administrative expense.