Dollar General (DG) 10-K risk factor changes: FY2016 vs FY2015

[removed: _Current economic] [added: _Economic] conditions and other economic factors may adversely affect our financial performance and other aspects of our business by negatively impacting our customers' disposable income or discretionary spending, increasing our costs of goods sold and selling, general and administrative expenses, and adversely affecting our sales or profitability._

We have strategies and initiatives (such as those relating to merchandising, sourcing, shrink, private brand, distribution and transportation, store operations, [added: store formats, budgeting and] expense reduction, and real estate) in various stages of testing, evaluation, and implementation, upon which we expect to rely to continue to improve our results of operations and financial condition and to achieve our financial plans.

Failure to achieve [removed: successful implementation of our]

[added: successful implementation of our] initiatives or the cost of these initiatives exceeding management's estimates could adversely affect our business, results of operations and financial condition.

If we are unable to select products that are attractive to customers, to [added: timely] obtain such products at costs that allow us to sell them at an acceptable profit, or to effectively market such products, our sales, market share and profitability could be adversely affected.

Delays or failures in opening new stores or completing relocations or remodels, or achieving lower than expected sales in [removed: new stores,] [added: these projects,] could materially adversely affect our growth and/or profitability.

Some new stores [added: and future new store opportunities] may be located in [removed: areas] [added: areas, including but not limited to new states or metro urban areas,] where we have [removed: little] [added: limited] or no meaningful experience or brand recognition.

Those areas may have different competitive and market conditions, consumer tastes and discretionary spending patterns than our existing markets, as well as higher cost of [removed: entry, which may cause our new stores to be initially less successful than stores in our existing markets.][added: entry.]

We compete with [removed: retailers operating discount,] [added: discount stores and with many other retailers, including] mass merchandise, warehouse club, grocery, drug, convenience, variety and other specialty stores.

We remain vulnerable to the marketing power and high level of consumer recognition of [removed: these] larger competitors and to the risk that these competitors or others could venture into our industry in a significant [removed: way.][added: way, including through the introduction of new store formats.]

_Our private brands may not maintain broad market acceptance and [added: may] increase the risks we face._

The sale of private brand items is an important component of our [removed: future] sales growth and gross profit rate enhancement plans.

The [added: sale and] expansion of our private brand offerings also subjects us to certain risks, such as: potential product liability risks and mandatory or voluntary product recalls; our ability to successfully protect our proprietary rights and successfully navigate and avoid claims related to the proprietary rights of third parties; our ability to successfully administer and comply with applicable contractual obligations and [added: legal and] regulatory requirements; and other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.

Using various modes of transportation, including ocean, rail, and truck, we [added: and our vendors move goods from vendor locations to our distribution centers.]

[removed: Any disruption, unanticipated or] unusual expense or operational failure related to this process could affect store operations negatively.

We maintain a network of distribution facilities and [removed: have] [added: are moving forward with] plans to build new facilities to support our growth objectives.

In [removed: 2014,] [added: 2015,] our largest and second largest suppliers each accounted for 7% of our purchases.

We directly imported approximately 6% of our purchases (measured at cost) in [removed: 2014,] [added: 2015,] but many of our domestic vendors directly import their products or components of their products.

Changes to the prices and flow of these goods for any reason, such as political unrest or acts of war, currency fluctuations, disruptions in maritime lanes, port labor disputes, and economic [added: conditions and] instability in the countries in which foreign suppliers are located, the financial instability of suppliers, suppliers' failure to meet our standards, issues with labor practices of our suppliers or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs during and following the disruption), the availability and cost of raw materials to suppliers, increased import duties, merchandise quality or safety issues, [removed: currency exchange rates,] transport availability and cost, [added: increases in wage rates and taxes,] transport security, inflation, and other factors relating to the suppliers and the countries in which they are located or from which they import, are beyond our control and could adversely affect our operations and profitability.

While we are working to reduce our dependency on goods produced in China, a substantial amount of our imported merchandise still comes from China, and thus, a change in the Chinese leadership, [added: economic and market conditions,] internal economic stimulus actions, or currency or other [removed: policies] [added: policies, as well as increases in costs of labor and wage taxes,] could negatively impact our merchandise costs.

In addition, the United States' foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of [added: certain types of goods or of goods containing certain materials from other countries and]

[removed: certain types of goods or of goods containing certain materials from] other [removed: countries and other] factors relating to foreign trade and port labor agreements are beyond our control.

As we increase our imports of merchandise from foreign vendors, the risks associated with [removed: foreign] [added: these] imports [added: also] will increase, and we may be exposed to additional [added: or different] risks as we increase imports of goods produced in countries other than China.

All of our vendors and their products must comply with applicable product and food safety laws, and we are dependent on them to ensure that the products we buy comply with all [added: applicable] safety standards.

We [removed: generally] seek [added: but may not be successful in obtaining] contractual indemnification and insurance coverage from our suppliers.

[removed: However, if] [added: If] we do not have adequate contractual indemnification or insurance available, such claims could have a material adverse effect on our business, financial condition and results of operations.

New laws or regulations, particularly those dealing with [removed: healthcare reform,] [added: environmental compliance,] product safety, food safety, information security and privacy, and labor and employment, among others, or changes in existing laws and regulations, particularly those governing the sale of [removed: products,] [added: products or employee wages,] may result in significant added expenses or may require extensive system and operating changes that may be difficult to implement and/or could materially increase our cost of doing business.

[removed: The] [added: Nationally, the] number of employment-related class [removed: actions]

[added: actions] filed each year has continued to increase, and recent changes and proposed changes in [removed: Federal] [added: federal] and state laws, regulations and agency guidance may cause claims to rise even more.

Our ability to meet our labor needs, while controlling our labor costs, is subject to many external factors, including competition for and availability of qualified personnel in a given market, unemployment levels within those markets, prevailing wage rates, minimum wage laws, health and other insurance costs, [removed: and] changes in employment and labor laws (including changes in the process for our employees to join a union) or other workplace regulations (including changes in "entitlement" programs such as health insurance and paid leave [removed: programs).][added: programs), and our reputation and relevance within the labor market.]

Our ability to pass along labor costs to our customers is constrained by our everyday low price [removed: model.][added: model, and we may not be able to offset the costs elsewhere in our business.]

Our inventory balance represented approximately [removed: 49%] [added: 54%] of our total assets exclusive of goodwill and other intangible assets as of January [removed: 30, 2015.][added: 29, 2016.]

Efficient inventory management is a key component of [added: our business success and profitability.]

[removed: If our buying decisions do not accurately] predict customer trends, we inappropriately price products or our expectations about customer spending levels are inaccurate, we may have to take unanticipated markdowns to dispose of the excess inventory, which also can adversely impact our financial results.

However, there are types of losses we may incur but against which we cannot be insured or which we believe are not economically reasonable to insure, such as losses due to acts of war, employee and certain other crime, [added: certain] wage and hour and other employment-related claims, including class actions, and some natural disasters.

_Any failure to maintain the security of information we hold relating to our customers, employees and vendors, whether as a result of cybersecurity attacks or otherwise, could expose us to litigation, government enforcement actions and costly response measures, and could materially disrupt our operations and harm our [removed: reputation._][added: reputation and sales._]

[removed: Additionally, under certain circumstances, we may] share information with vendors that assist us in conducting our [removed: business,] [added: business (for example, third-party vendors assist us in the transmittal of credit and debit card information in connection with sales),] as required by law, or with the permission of the individual.

While we have implemented procedures [added: and technology intended] to protect [added: and safeguard] our information and require appropriate controls of our vendors, it is possible that computer hackers and others might compromise our security measures or those of our technology and other vendors in the future and obtain the personal information of our customers, employees and vendors that we hold or our business [removed: information.][added: information, as cyberattacks are rapidly evolving and becoming increasingly sophisticated.]

Complying with PCI DSS standards and implementing related procedures, technology and information security measures [removed: requires] [added: require] significant resources and ongoing attention.

[removed: Even if] [added: However, even as] we comply with PCI DSS [removed: standards,] [added: standards and offer EMV technology in our stores,] we may be vulnerable to, and unable to detect and appropriately respond to, data security breaches and data loss, including [removed: cyber-security] [added: cybersecurity] attacks or other breach of cardholder data.

These factors may cause our new stores to be initially less successful than stores in our existing markets, which could slow future growth in these areas.

Any disruption, unanticipated or

In addition, anticipated regulatory changes relating to the overtime exemptions under the Fair Labor Standards Act could result in increased labor costs to our business and negatively affect our operating results if changes to our business operation are required.

If our buying decisions do not accurately

Additionally, under certain circumstances, we may

Moreover, employee error or malfeasance or other irregularities may result in a defeat of our or our third-party vendors' security measures and breach our or our third-party vendors' information systems.

Additionally, we have implemented technology in all of our stores to allow for the acceptance of Europay, Mastercard and Visa (EMV) credit transactions.

Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating performance and our credit ratings.

Our debt securities currently have an investment grade rating, and a downgrade of this rating likely would negatively impact our access to the debt capital markets and increase our cost of borrowing.

As a result, any disruptions or turmoil in the debt markets or any downgrade of our credit ratings could adversely affect our business operations and financial condition and our ability to return cash to our shareholders.

In addition, some of our large box competitors are or may be developing small box formats, and increasing the pace at which they will open the small box formats, which will produce more competition.

and our vendors move goods from vendor locations to our distribution centers.

In addition, the fees and design changes required by comprehensive healthcare reform legislation will likely continue to increase our healthcare costs as the provisions of the legislation are being phased in over time and individuals determine how to respond.

We have benefitted substantially from the leadership and performance of our Chairman and Chief Executive Officer, Richard W.

Dreiling.

As we have previously disclosed, Mr. Dreiling will retire on January 29, 2016.

We are currently conducting a search for a new chief executive.

We cannot provide any assurance that we will not experience a disruption in our executive management in connection with Mr. Dreiling's retirement or our transition to a new chief executive, which could adversely affect our strategic planning and execution.

our business success and profitability.

We have procedures and technology in place to safeguard such data and information.

To our knowledge, computer hackers have not gained significant access to the information stored in, or otherwise gained access to, our information and technology systems.

However, cyberattacks are rapidly evolving and becoming increasingly sophisticated.

Our debt securities currently have an investment grade rating, and a downgrade of this rating likely would make it more difficult or expensive for us to obtain additional financing and would increase the cost of borrowing under our credit facility, which could adversely affect our cash flow and limit our growth strategy or other opportunities or our ability to react to changes in the economy or our industry.

At January 30, 2015, we had total outstanding debt (including the current portion of long-term obligations) of approximately $2.74 billion.

We also had an additional $821.5 million available for borrowing under our unsecured revolving credit facility.

This level of debt could have important negative consequences to our business, including:

requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities, repurchase shares of our common stock, declare dividends on our common stock or otherwise manage our debt and capital levels;

making it more difficult for us to raise additional capital to fund our operations and pursue our growth strategy, including by limiting our ability to obtain additional financing for working capital, capital expenditures and debt service requirements; and

placing us at a disadvantage compared to our competitors who are less leveraged and may be better able to use their cash flow to fund competitive responses to changing industry, market or economic conditions.

_Our debt agreements contain restrictions that could limit our flexibility in operating our business._

Our credit facilities and the indenture governing our notes contain various covenants that could limit our ability to engage in specified types of transactions.

These covenants limit our and our subsidiaries' ability to, among other things:

incur indebtedness of subsidiaries;

create certain liens or encumbrances;

merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and

make any material change in the nature of our business.

We are also subject to specified financial ratio covenants under our credit facilities.

Our ability to meet these financial ratios can be affected by events beyond our control, and we cannot assure you that we will meet these ratios and other covenants.

A breach of any of these covenants could result in a default under the agreement governing such indebtedness and inability to borrow additional amounts under our revolving credit facility.

Upon our failure to maintain compliance with these covenants, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable and terminate all commitments to extend further credit thereunder.

If the lenders under such indebtedness accelerate the repayment of borrowings, we cannot make assurances that we will have sufficient assets to repay those borrowings, as well as our other indebtedness, including our outstanding notes.

We are [added: among] the largest discount [removed: retailer] [added: retailers] in the United States by number of stores, with [removed: 11,879] [added: 12,575] stores located in 43 states as of February [removed: 27, 2015, primarily] [added: 26, 2016, with the greatest concentration of stores] in the southern, southwestern, midwestern and eastern United States.

Our merchandise includes [removed: high quality] [added: high-quality] national brands from leading manufacturers, as well as comparable quality [added: and value] private brand selections with prices at substantial discounts to national brands.

We offer our customers these national brand and private brand products at everyday low prices (typically $10 or less) in our convenient small-box [removed: (small store) locations.][added: locations, with selling space averaging approximately 7,400 square feet per store.]

[removed: The] [added: Because the] customers we serve are value-conscious, many with low or fixed incomes, [removed: and Dollar General has] [added: we have] always been intensely focused on helping them make the most of their spending dollars.

We believe our convenient store format and broad selection of [removed: high quality] [added: high-quality] products at compelling values have driven our substantial growth and financial success over the years.

[removed: In 2014, our financial] [added: The 2014] results reflect a significant increase in incentive compensation expense, as [removed: the] [added: our] 2013 [removed: threshold] financial performance [removed: level required] [added: did not satisfy certain performance requirements] under our [removed: annual] cash incentive compensation [removed: program was not met.][added: program.]

Our continued focus on these four [added: operating] priorities, coupled with strong cash flow management and share [removed: repurchases,] [added: repurchases] resulted in solid overall operating and financial performance in [removed: 2014] [added: 2015] as compared to [removed: 2013] [added: 2014] as follows.

Basis points, as referred to below, are equal to 0.01 percent of [removed: total] [added: net] sales.

Net sales in [removed: 2014] [added: 2015] increased [removed: 8.0%] [added: 7.7%] over [removed: 2013.][added: 2014.]

Departments with the most significant increases [added: in net sales] were [removed: tobacco, perishables and] candy and [removed: snacks.][added: snacks, perishables, tobacco, and food.]

Average sales per square foot in [removed: 2014] [added: 2015] were [removed: $223,] [added: $226,] up from [removed: $220] [added: $223] in [removed: 2013.][added: 2014.]

Operating profit increased [removed: 1.9%] [added: 9.7%] to [removed: $1.77] [added: $1.94] billion, or [removed: 9.4%] [added: 9.5%] of sales, compared to [removed: $1.74] [added: $1.77] billion, or [removed: 9.9%] [added: 9.4%] of sales in [removed: 2013.][added: 2014.]

The [removed: decrease] [added: increase] in our operating profit rate was attributable to a [removed: 36] [added: 27] basis-point [removed: decrease] [added: increase] in our gross profit rate, [removed: coupled with] [added: which was partially offset by] a [removed: 19] [added: 10] basis-point increase in SG&A.

Our gross profit rate [removed: declined] [added: increased] by [removed: 36] [added: 27] basis points due primarily to [removed: an increase in promotional markdowns, and in addition, sales of] lower [removed: margin items increased at] [added: transportation costs and] a [removed: proportionally higher] [added: lower] rate [removed: than sales] of [removed: higher margin items.][added: inventory shrinkage.]

The increase in SG&A, as a percentage of sales, was due primarily to [removed: a significant increase] [added: increases] in incentive compensation [added: expense, repairs and maintenance] expense [removed: as well as an increase in rent expense; partially offset by efficiencies relating to store labor] [added: and occupancy] costs.

Total long-term obligations as of January [removed: 30, 2015] [added: 29, 2016] were [removed: $2.74] [added: $2.97] billion.

We reported net income of [removed: $1.07] [added: $1.17] billion, or [removed: $3.49] [added: $3.95] per diluted share, for [removed: 2014,] [added: 2015,] compared to net income of [removed: $1.03] [added: $1.07] billion, or [removed: $3.17] [added: $3.49] per diluted share, for [removed: 2013.][added: 2014.]

Stock repurchase activity during [removed: 2013 and] 2014 [added: and 2015] contributed to the increase in diluted earnings per share.

We generated approximately [removed: $1.31] [added: $1.38] billion of cash flows from operating activities in 2015, an increase of [removed: 8.4%] [added: 4.8%] compared to [removed: 2013.][added: 2014.]

We primarily utilized our cash flows from operating activities to invest in the growth of our [removed: business and] [added: business,] repurchase our common [removed: stock.][added: stock, and pay quarterly cash dividends.]

Inventory turnover was [removed: 4.8] [added: 4.7] times on a rolling four-quarter basis.

Inventories increased [removed: 2.9%] [added: 4.3%] on a per store basis over [removed: 2013.][added: 2014.]

During [removed: 2014] [added: 2015] we opened [removed: 700] [added: 730] new stores, remodeled or relocated [removed: 915] [added: 881] stores, and closed [removed: 43] [added: 36] stores.

[removed: Also in] [added: In] 2014, we repurchased [removed: approximately] 14.1 million [added: outstanding] shares of our [removed: outstanding] common stock [removed: for] [added: at a total cost of] $800.1 million.

In [removed: 2015,] [added: 2016,] we plan to continue to focus on our four key operating priorities.

[removed: Finally,] [added: In addition,] we plan to continue to repurchase shares of our common stock [removed: in 2015 as well as initiate] [added: and pay] quarterly cash dividends, subject to Board discretion, to further enhance shareholder return.

Gross [removed: profit,] [added: profit increased by 8.7% in 2015, and] as a percentage of [removed: sales;][added: sales, increased by 27 basis points.]

_Accounting Periods._ The following text contains references to years [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] which represent fiscal years ended January [added: 29, 2016, January] 30, 2015, [added: and] January 31, 2014, [removed: and February 1, 2013,] respectively.

All [added: referenced] fiscal years were 52-week accounting periods.

The following table contains results of operations data for fiscal years [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] and the dollar and percentage variances among those years.

| | | | | | | | | | | | [removed: 2014] [added: 2015] vs. [removed: 2013] [added: 2014] | | | | | | [removed: 2013] [added: 2014] vs. [removed: 2012] [added: 2013] | | | | | |

| (amounts in millions, except per share amounts) | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | | Amount Change | | | % Change | | | Amount Change | | | % Change | | |

| [removed: _Net] [added: Net] sales by [removed: category:_] [added: category:] | | | | | | | | | | | | | | | | | | | | | | |

| Consumables | | $ | [removed: 14,321.1] [added: 15,457.6] | | $ | [removed: 13,161.8] [added: 14,321.1] | | $ | [removed: 11,844.8] [added: 13,161.8] | | [removed: $] [added: _$_] | [removed: _1,159.3_] [added: _1,136.5_] | | | [removed: _8.8_] [added: _7.9_] | [removed: %] [added: _%_] | [removed: $] [added: _$_] | [removed: _1,317.0_] [added: _1,159.3_] | | | [removed: _11.1_] [added: _8.8_] | _%_ |

| _% of net sales_ | | | [removed: _75.73_] [added: _75.89_] | _%_ | | [removed: _75.19_] [added: _75.73_] | _%_ | | [removed: _73.93_] [added: _75.19_] | [removed: %] [added: _%_] | | | | | | | | | | | | |

| Seasonal | | | [removed: 2,345.0] [added: 2,522.7] | | | [removed: 2,259.5] [added: 2,345.0] | | | [removed: 2,172.4] [added: 2,259.5] | | | [removed: _85.5_] [added: _177.7_] | | | [removed: _3.8_] [added: _7.6_] | | | [removed: _87.1_] [added: _85.5_] | | | [removed: _4.0_] [added: _3.8_] | |

| _% of net sales_ | | | [removed: _12.40_] [added: _12.39_] | _%_ | | [removed: _12.91_] [added: _12.40_] | _%_ | | [removed: _13.56_] [added: _12.91_] | [removed: %] [added: _%_] | | | | | | | | | | | | |

| Home products | | | [removed: 1,205.4] [added: 1,289.4] | | | [removed: 1,115.6] [added: 1,205.4] | | | [removed: 1,061.6] [added: 1,115.6] | | | [removed: _89.7_] [added: _84.1_] | | | [removed: _8.0_] [added: _7.0_] | | | [removed: _54.1_] [added: _89.7_] | | | [removed: _5.1_] [added: _8.0_] | |

| _% of net sales_ | | | [removed: _6.37_] [added: _6.33_] | _%_ | | _6.37_ | _%_ | | [removed: _6.63_] [added: _6.37_] | [removed: %] [added: _%_] | | | | | | | | | | | | |

| Apparel | | | [removed: 1,038.1] [added: 1,098.8] | | | [removed: 967.2] [added: 1,038.1] | | | [removed: 943.3] [added: 967.2] | | | [removed: _71.0_] [added: _60.7_] | | | [removed: _7.3_] [added: _5.8_] | | | [removed: _23.9_] [added: _71.0_] | | | [removed: _2.5_] [added: _7.3_] | |

Our core customers are often the first to be affected by negative or uncertain economic conditions such as unemployment and fluctuating food, energy and medical costs, and the last to feel the effects of improving economic conditions.

Our customer has experienced both positive and negative general economic factors during 2015, such as lower gasoline prices and unemployment rates coupled with rising rents and medical costs.

The overall financial impact of these factors to our customers has been inconsistent and their duration is unknown.

Our operating priorities continue to evolve as we consistently strive to improve our performance while retaining our customer-centric focus.

We are keenly focused on executing the following priorities: 1) driving profitable sales growth, 2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in our people as a competitive advantage.

We seek to drive profitable sales growth through initiatives such as improvement in our in-stock position, as well as an ongoing focus on enhancing our margins while maintaining both everyday low price and affordability.

Our in-stock improvement initiative is designed to ensure the right products are available on the shelf when our customers shop in our stores.

To support this initiative and improve overall customer satisfaction, we are selectively investing incremental labor hours in those stores where we believe such increases will generate positive financial returns.

As of the end of 2015, this retail labor hour investment had been implemented across over 3,100 stores.

We have a disciplined approach to this labor investment and are able to quickly evaluate whether it delivers on our profitability expectations, reallocating resources as necessary.

We demonstrate our commitment to the affordability needs of our core customer by pricing more than 75% of our stock-keeping units at $5 or less as of the end of 2015.

However, as we work to provide everyday low prices and meet our customers' affordability needs, we also remain focused on enhancing our margins through effective category management, inventory shrink reduction initiatives, private brands penetration, efforts to improve distribution and

transportation efficiencies, global sourcing, and pricing and markdown optimization.

With respect to category management, the mix of sales affects profitability because the gross margin associated with sales within our consumables category generally is lower than that associated with sales within our non-consumables categories.

Even within each category, however, there are varying levels of gross margin associated with the specific items.

With respect to inventory shrink reduction, the progress in 2015 was broad-based with shrink declining across all four product categories.

For a discussion of the sales mix, as well as the results of certain other margin-related initiatives in 2015, see "Results of Operations" below.

The degree of success of these initiatives is often reflected in our same-store sales results and in the level of improvement in shopper frequency and number of items sold and average transaction amount.

For the 2015 fourth quarter, we believe these ongoing initiatives helped to drive the same-store sales growth in three out of our four product categories, reflecting increases in both customer traffic and average transaction amount for the 32nd consecutive quarter when compared to the prior year quarter.

To support our other operating priorities we also are focused on capturing growth opportunities and innovating within our channel.

We continued to expand our store count, opening 730 stores during 2015.

We also have continued our store remodeling efforts and remodeled or relocated a total of 881 stores during 2015.

In fiscal 2016, we have plans to open 900 stores and to relocate or remodel 875 stores, and we plan to maintain our accelerated square footage growth of approximately six to eight percent during 2017.

We continue to innovate within our channel, and during 2016 we will implement the DG16 store format.

This store format will include additional cooler doors, a redesigned queueing area, and other enhancements that are focused on meeting the evolving demands of our core customer while also delivering on our operating priorities.

In addition, we are testing a smaller format store (less than 6,000 square feet) which we believe could allow us to capture growth opportunities in metropolitan areas.

We have established a position as a low-cost operator, continuously seeking ways to control costs that do not affect our customer's shopping experience.

We have enhanced this position during the latter part of 2015 and into 2016 through our zero-based budgeting initiative, streamlining our business while also reducing expenses.

Our goal is to lower the same-store sales growth required to leverage selling, general and administrative ("SG&A") expenses.

As part of this initiative we reduced approximately 255 positions within our corporate support function in the third quarter of 2015 and expect to reinvest a portion of these savings in the business as we deem appropriate.

In addition, at the store level, we remain committed to simplifying or eliminating various tasks so that those time savings can be reinvested by our store managers in other areas such as ensuring customer service, improved in-stock levels, and improved store standards.

We will continue to seek additional opportunities to enhance our low-cost position.

Our employees are a competitive advantage, and we are always searching for ways to continue investing in them.

Our training programs are continually evolving, as we work to ensure that our employees have the tools necessary to be successful in their positions.

We invest in our employees in an effort to create an environment that attracts and retains talented personnel, as we believe that, particularly at the store level, employees who are promoted from within generally have longer tenures and are greater contributors to improvements in our financial performance.

Furthermore, we believe that reducing our store manager turnover likely results in improved store financial performance in areas such as shrink and sales.

We have also implemented training programs for high-potential employees, and believe that these and other efforts will produce a more stable, engaged workforce.

Consumables represented 76% of sales

in 2015.

Interest expense decreased by $1.3 million in 2015 to $86.9 million.

We completed our first full year of tobacco product sales in 2014, with favorable impacts on our net sales and same store sales.

In addition, our core customer faces multiple macroeconomic headwinds, from fluctuating food and energy costs to rising and uncertain medical costs, and the timetable and strength of economic recovery remains uncertain.

During the latter part of 2014, our customer has experienced some general economic tailwinds, such as lower gasoline prices and improving employment rates; however, the duration of these effects is still unknown.

We are keenly focused on executing our four primary operating priorities, which are: 1) drive productive sales growth, 2) enhance our gross profit margins, 3) leverage process improvements and information technology to reduce costs, and 4) strengthen and expand Dollar General's culture of serving others.

Our first priority is driving productive sales growth, which includes increasing shopper frequency, item unit sales and transaction amount.

In 2014, sales in same-stores increased by 2.8% over 2013 levels due to increases in both traffic and average transaction.

Successful sales growth initiatives in 2014 included completion of the first full year of sales relating to the chain-wide rollout of tobacco products and the expansion of our limited scope store remodeling efforts, which optimized shelf space in many of our older, smaller stores and in many cases, increased the number of coolers for refrigerated and frozen foods and beverages.

We remodeled and relocated a total of 915 stores during the year.

We continued to meet the affordability needs of our core customer by renewing our focus on $1 to $5 items, as more than 75% of our SKUs at year-end were items priced at $5 or less.

We also experienced the successful launch of our DG Digital Coupons program.

Similar to the preceding two years, inflation had a very modest impact on our sales in 2014.

In addition to same-store sales growth, we opened 700 new stores.

Our second priority is to enhance our gross profit rate.

The full year of sales of tobacco products in 2014 has driven increased customer traffic as planned, although the addition of tobacco products and an increased proportion of sales of perishables have lowered the gross profit rate.

An increase in markdowns, an increase in the LIFO provision and supply chain disruption due to the longshoreman

labor dispute on the U.S. west coast all contributed to a decrease in our overall gross profit rate in 2014.

We believe that both tobacco and perishables are significant drivers of customer traffic that should lead to increases in average purchase amount.

We expect the improvement in our net sales from these initiatives will outweigh the corresponding reduction in our gross profit rate.

In addition, we have ongoing efforts to reduce product costs including shrink reduction, effective category management, utilization of private brands, distribution and transportation efficiencies and additional improvements to our pricing and markdown business model, among others, while remaining committed to our everyday low price strategy.

In our consumables category, we strive to offer the optimal balance of the most popular nationally advertised brands and our own private brands, which generally have higher gross profit rates than national brands.

We believe that our core customer is continuing to seek out and purchase goods at entry level price points and is doing so with greater frequency.

To this end, we increased our offering of $1 food items and the number of offerings from our Smart & Simple brand.

Commodities cost inflation was minimal in 2014 and, in some instances, we experienced a decrease in such costs.

Accordingly, overall price increases passed through to our customers were minimal.

We have seen positive results from our home and apparel segments, and remain committed to all of our non-consumables categories, including seasonal.

We expect the growth of consumables to continue to outpace the non-consumables categories again in 2015, albeit to a lesser degree than in recent years, due in part to the anticipated continued economic pressures discussed above.

Our third priority is leveraging process improvements and information technology to reduce costs.

We are committed as an organization to reduce costs, particularly selling, general and administrative expenses ("SG&A") that do not affect the customer experience.

Additionally, rent and utilities costs contributed to the increase in SG&A.

Conversely, we again successfully lowered our store labor costs as a percentage of sales, in part, by simplifying various tasks performed in the stores.

Going forward, we will continue to simplify or eliminate unnecessary work and optimize labor in our stores and elsewhere in the company.

Additional items that were lower as a percentage of sales include workers' compensation and general liability expenses.

Our fourth priority is to strengthen and expand Dollar General's culture of serving others.

For customers this means helping them "Save time.

Save money.

Every day!" by providing clean, well-stocked stores with quality products at low prices.

For employees, this means creating an environment that attracts and retains key employees throughout the organization.

For the public, this means giving back to our store communities through our charitable and other efforts.

For shareholders, this means meeting their expectations of an efficiently and profitably run organization that operates with compassion and integrity.

Consumables represented 76% of sales in 2014 and drove 82% of the total increase.

[removed: Because of high correlation between the] [added: Our objective is to correlate] derivative financial [removed: instrument] [added: instruments] and the underlying exposure being hedged, [added: so that] fluctuations in the value of the financial instruments are generally offset by reciprocal changes in the value of the underlying economic exposure.

As of January [removed: 30, 2015,] [added: 29, 2016,] we had variable rate borrowings of [removed: $925] [added: $425] million under our Term Facility and [removed: no] borrowings [added: of $251 million] outstanding under our Revolving Facility.

In order to mitigate a portion of the variable rate interest exposure under the Facilities, [added: in prior years] we have entered into various interest rate [removed: swaps in recent years.][added: swaps.]

Based on our variable rate borrowing levels and interest rate swaps outstanding as of January [removed: 30, 2015] [added: 29, 2016] and January [removed: 31, 2014, respectively,] [added: 30, 2015,] the annualized effect of a one percentage point increase in variable interest rates would have resulted in a pretax reduction of our earnings and cash flows of approximately [removed: $0.6] [added: $6.9] million in [removed: 2014] [added: 2015] and [removed: $1.4] [added: $0.6] million in [removed: 2013.][added: 2014.]

As of January 29, 2016, no such interest rate swaps were outstanding and, as a result, we are exposed to fluctuations in variable interest rates under the Facilities.

Currently, we are counterparty to certain interest rate swaps with a total notional amount of $875.0 million entered into in May 2012 in order to mitigate a portion of the variable rate interest exposure under the Facilities.

These swaps are scheduled to mature in May 2015.

Under the terms of these agreements we swapped one month LIBOR rates for fixed interest rates, resulting in the payment of an all-in fixed rate of 1.86% on a notional amount of $875.0 million.

Our interest rate swaps qualify for hedge accounting as cash flow hedges.

Therefore, changes in market fluctuations related to the effective portion of these cash flow hedges do not impact our pre-tax earnings until the accrued interest is recognized on the derivatives and the associated hedged debt.

Market conditions and periodic uncertainties in the global credit markets may increase the credit risk of counterparties to our swap agreements.

In the event such counterparties fail to perform under our swap agreements and we are unable to enter into new swap agreements on terms favorable to us, our ability to effectively manage our interest rate risk may be materially impaired.

We attempt to manage counterparty credit risk by periodically evaluating the financial position and creditworthiness of such counterparties, monitoring the amount for which we are at risk with each counterparty, and where possible, dispersing the risk among multiple counterparties.

There can be no assurance that we will manage or mitigate our counterparty credit risk effectively.

We are [added: among] the largest discount [removed: retailer] [added: retailers] in the United States by number of stores, with [removed: 11,879] [added: 12,575] stores located in 43 states as of February [removed: 27, 2015, primarily] [added: 26, 2016, with the greatest concentration of stores] in the southern, southwestern, midwestern and eastern United States.

We offer our merchandise at everyday low prices [removed: (typically $10 or less)] through our convenient small-box [removed: locations, with selling space averaging approximately 7,400 square feet.][added: locations.]

In fiscal year [removed: 2014,] [added: 2015,] we achieved our [removed: 25th] [added: 26th] consecutive year of same-store sales growth.

This growth, [removed: regardless] [added: which has taken place in a variety] of economic conditions, suggests that we have a less cyclical business model than most retailers and, we believe, is a result of our compelling value and convenience proposition.

_Compelling Value and Convenience Proposition._ Our ability to deliver highly competitive prices [removed: on national brand and quality private brand products] in convenient locations and our easy "in and out" shopping format create a compelling shopping experience that distinguishes us from other discount retailers as well as convenience, drug and grocery retailers.

We believe our ability to effectively deliver both value and convenience allows us to succeed in small markets with limited shopping alternatives, as well as to profitably coexist alongside larger retailers in [removed: more competitive markets.]

_Convenient Locations._ Our stores are conveniently located in a variety of rural, suburban and urban [removed: communities, currently with approximately 70% serving communities with populations of fewer than 20,000.][added: communities.]

[removed: Our] [added: We seek to locate our stores in] close proximity to [removed: customers] [added: our customers, which] drives customer loyalty and trip frequency and makes us an attractive alternative to large discount and other large-box retail [added: and grocery stores.]

_Time-Saving Shopping Experience._ We also provide customers with a highly [removed: convenient] [added: convenient, easy to navigate] shopping experience.

Our ability to offer everyday low prices on quality merchandise is supported by our low-cost operating structure and our strategy to maintain a limited number of [removed: stock keeping units ("SKUs")] [added: items] per [added: merchandise] category, which we believe helps us maintain strong purchasing power.

Our attractive store economics, including a relatively low initial investment and simple, [removed: low cost] [added: low-cost] operating model have allowed us to grow our store base to current levels and provide us significant opportunities to continue our profitable store growth strategy.

Consumables [removed: is our largest category and includes] [added: include] paper and cleaning products (such as paper towels, bath tissue, paper dinnerware, trash and storage bags, laundry and other home cleaning supplies); packaged food (such as cereals, canned soups and vegetables, condiments, spices, sugar and flour); perishables (such as milk, eggs, bread, frozen meals, beer and wine); snacks [removed: (including] [added: (such as] candy, cookies, crackers, salty snacks and carbonated beverages); health and beauty [removed: (including] [added: (such as] over-the-counter medicines and personal care products, such as soap, body wash, shampoo, dental hygiene and foot care products); pet [removed: (including] [added: (such as] pet supplies and pet food); and tobacco products.

Home products [removed: includes] [added: include] kitchen supplies, cookware, small appliances, light bulbs, storage containers, frames, candles, craft supplies and kitchen, bed and bath soft goods.

| | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | |

| Consumables | | | [removed: 75.7] [added: 75.9] | % | | [removed: 75.2] [added: 75.7] | % | | [removed: 73.9] [added: 75.2] | % |

| Seasonal | | | 12.4 | % | | [removed: 12.9] [added: 12.4] | % | | [removed: 13.6] [added: 12.9] | % |

| Home products | | | [removed: 6.4] [added: 6.3] | % | | 6.4 | % | | [removed: 6.6] [added: 6.4] | % |

| Apparel | | | [removed: 5.5] [added: 5.4] | % | | 5.5 | % | | [removed: 5.9] [added: 5.5] | % |

The typical Dollar General store [removed: has, on average, approximately 7,400 square feet of selling space and] is [removed: typically] operated by a store manager, one or more assistant store managers, and three or more sales associates.

Our [removed: typical store features] [added: stores generally feature] a [removed: low cost,] [added: low-cost,] no frills building with limited maintenance capital, low operating costs, and a focused merchandise offering within a broad range of categories, allowing us to deliver low retail prices while generating strong cash flows and investment returns.

Depending on their financial situation and geographic proximity, customers' reliance on Dollar General varies from [removed: using Dollar General for] fill-in shopping, to making periodic trips to stock up on household items, to making weekly or more frequent trips to meet most essential needs.

We purchase merchandise from a wide variety of suppliers and maintain direct buying relationships with many producers of national brand [removed: merchandise, such as Procter & Gamble, PepsiCo, Coca-Cola, Nestle, General Mills, Unilever, Kimberly Clark, Kellogg's and Nabisco.][added: merchandise.]

Despite our broad offering, we maintain only a limited number of [removed: SKUs] [added: items] per category, giving us a pricing advantage in dealing with our suppliers.

Our largest and second largest suppliers each accounted for approximately 7% of our purchases in [removed: 2014.][added: 2015.]

We directly imported approximately [removed: $770 million or] 6% of our purchases at cost [removed: (9% of our purchases based on their retail value)] in [removed: 2014.][added: 2015.]

Our stores are currently supported by [removed: twelve] [added: thirteen] distribution centers located strategically throughout our geographic footprint.

In addition, our quarterly results can be affected by the timing of certain holidays, the timing of new store openings and store closings, [added: and] the amount of sales contributed by new and existing [removed: stores, as well as financial transactions such as stock repurchases.][added: stores.]

We believe that our prices are competitive due in part to our [removed: low cost] [added: low-cost] operating structure and the relatively limited assortment of products offered.

As of February [removed: 27, 2015,] [added: 26, 2016,] we employed approximately [removed: 105,500] [added: 113,400] full-time and part-time employees, including divisional and regional managers, district managers, store managers, other store personnel and distribution center and administrative personnel.

We have increasingly focused on recruiting, training, motivating and retaining employees, and we believe that the quality, performance and morale [added: of our employees have increased as a result.]

We own marks that are registered with the United States Patent and Trademark Office and are protected under applicable intellectual property laws, including without limitation the trademarks Dollar General®, Dollar General Market®, Clover Valley®, DG®, DG Deals®, Forever Pals®, I*Magine®, OT Sport®, Smart & Simple®, trueliving®, Sweet Smiles®, Open Trails®, Bobbie Brooks®, Comfort Bay®, Holiday Style®, [removed: and Ever PetTM along with variations and formatives of these trademarks as well as certain other trademarks.][added: Swiggles®, More Deals For Your Dollar.]

Our operating priorities are summarized as follows: 1) driving profitable sales growth, 2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in our people as a competitive advantage.

For more information on these operating priorities, see Management's Discussion and Analysis of Financial Condition and Results of Operations, under the heading "Executive Overview", included in Part II, Item 7 of this report.

more competitive markets.

Our small box stores are easy to get in and out of quickly.

We sell high-quality nationally advertised brands from leading manufacturers.

Consumables is our largest merchandise category and has become a larger percentage of our total sales in recent years as indicated in the table below.

Our stores average approximately 7,400 square feet of selling space and approximately 70% of our stores are located in towns of 20,000 or fewer people.

| 2015 | | | 11,789 | | | 730 | | | 36 | | | 694 | | | 12,483 | |

We recently broke ground on our fourteenth distribution center in Wisconsin.

In addition, vendors or third-party distributors ship certain food items and other merchandise directly to our stores.

See Note 14 to the consolidated financial statements for additional information.

Every Day!®, The Fast Way To Save®, Save Time.

Every Day!®, and Ever PetTM along with variations and formatives of these trademarks as well as certain other trademarks.

In more densely populated areas, our small-box stores typically serve the closely surrounding neighborhoods.

The majority of our customers live within three to five miles, or a 10-minute drive, of our stores.

and grocery stores which are often located farther away.

Our low-cost economic model enables us to serve many areas with fewer than 1,500 households.

Our stores' smaller size allows us to locate parking near the front entrance.

As such, we believe our emphasis on affordability continues to resonate with our customers, propelling growth in sales, unit share, and dollar share as indicated in syndicated market share gains.

Most items are priced at $10 or less, with approximately 25% at $1 or less.

Our Operating Priorities

We believe we continue to have significant opportunities to drive profitable growth by continuing to expand upon our simple business model, which is largely focused on serving the needs of low and fixed income consumers, segments of the U.S. population that have continued to grow over the past several years.

We believe our four key operating priorities are critical to the long-term growth and profitability of our company.

These priorities are 1) drive productive sales growth; 2) enhance our gross profit rate; 3) leverage process improvements and information technology to reduce costs; and 4) strengthen and expand Dollar General's culture of serving others.

_Drive Productive Sales Growth._ We believe our customer-driven merchandise mix and attractive value proposition, combined with the impact of our remodeled and relocated stores provide a strong basis for increased same-store sales.

On a comparable 52-week basis, our same-store sales increased 2.8% in 2014, 3.3% in 2013 and 4.7% in 2012.

Our average net sales per square foot, based on total stores, increased to $223 in 2014 from $220 in 2013 and $216 in 2012.

In 2014 we continued to innovate in our ongoing pursuit to maximize the sales productivity of our stores, experiencing continued success of our 2013 introduction of tobacco products with positive comparable same-store sales after the anniversary.

Among other initiatives, we further expanded our perishables offerings to meet the needs of our customer and renewed our focus on $1 to $5 items, with more than 75% of our SKUs at 2014 year-end priced at $5 or less.

Selling tobacco products and perishables drives more frequent shopping trips by our existing customers and attracts new customers by making our stores more relevant to a broader customer base.

We believe we have opportunities to

increase our store productivity in 2015 through continued improvements in store space utilization, pricing and markdown optimization and additional merchandising initiatives, such as furthering the successful launch of our DG Digital Coupons program, which allows our customers to access digital coupons via the internet, smartphones and similar devices.

Our new store expansion strategy also is a critical element of our priority to drive productive sales growth.

We have confidence in our real estate disciplines and in our ability to identify, open and operate successful new stores.

In 2014, we opened 700 new stores and increased our selling square footage by over 6%.

We invest significant time and energy into analyzing new store opportunities.

Our site selection technology affirms our confidence in our ability to accelerate the expansion of our store base in 2016.

In 2015, we plan to open 730 new stores and increase our square footage by 6% as we continue to expand in our core markets as well as newer states.

We also plan to continue to remodel stores to update our appearance and relocate stores to increase square footage, where needed, improve visibility and accessibility or to obtain more attractive lease terms.

_Enhance Our Gross Profit Rate._ Another key component of our growth strategy is enhancing our gross profit rate.

We remain committed to an everyday low price ("EDLP") strategy that our customers can depend on.

To strengthen our adherence to this strategy and still maximize gross profit, we utilize various pricing and merchandising options, including limited zone pricing, markdown optimization strategies and changes to our product selection, such as alternate national brands and private brands, which generally have higher gross profit rates.

A successful first full year of offering tobacco products and our continued expansion of perishable food items contributed significantly to increases in sales and gross profit dollars during 2014, although, as expected, at a lower gross profit rate as a percentage of sales.

Importantly, we believe these categories are instrumental to attaining our goals of driving more frequent shopping trips, higher average ticket, and attracting new customers.

We believe our initiatives to improve inventory shrinkage are having an impact, with our inventory shrinkage rate as a percent to sales leveling off in 2014 compared to 2013.

In addition, we maintain an ongoing focus on reducing transportation and distribution costs as well as efforts to minimize inventory damages.

Over the long term, we will continue our efforts to reduce product costs through shrink reduction, further expansion of our private brands, foreign sourcing, the use of online procurement auctions and incremental distribution and transportation efficiencies.

We also plan to continue to refine our product selection to meet our customers' needs in our home, apparel and seasonal categories, which generally have higher gross profit rates than consumables.

_Leverage Process Improvements and Information Technology to Reduce Costs._ As part of our ongoing efforts to improve our cost structure and enhance efficiencies throughout the organization, in 2014 we made further progress in simplifying our store processes.

This progress contributed to a reduction in store labor as a percentage of sales.

In addition, we realized cost savings from our centralized procurement initiative and other expense reduction efforts.

In 2015, we expect to achieve further savings from our mining for cost reduction initiatives and will remain focused on controlling those expenses that are within our control.

Factors primarily related to our cash incentive compensation plan caused certain expenses in 2014 to be higher than in 2013, as explained in further detail in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of this report.

[removed: [QuickLinks](#15ZAC73201_1)] [added: [QuickLinks](#15ZCW44601_1)] \-- Click here to rapidly navigate through this document

For the fiscal year ended January [removed: 30, 2015][added: 29, 2016]

GOODLETTSVILLE, TN [removed: 37072][added: 37072]

[removed: (Address] [added: (Address] of principal executive offices, zip code)

Registrant's telephone number, including area code: [added: (615) 855-4000]

The aggregate fair market value of the registrant's common stock outstanding and held by non-affiliates as of [removed: August 1, 2014] [added: July 31, 2015] was [removed: $16.89] [added: $23.66] billion calculated using the closing market price of our common stock as reported on the NYSE on such date [removed: ($55.77).][added: ($80.37).]

The registrant had [removed: 303,415,449] [added: 286,468,872] shares of common stock outstanding as of March [removed: 12, 2015.][added: 15, 2016.]

Certain of the information required in Part III of this Form 10-K is incorporated by reference to the Registrant's definitive proxy statement to be filed for the Annual Meeting of Shareholders to be held on May [removed: 27, 2015.][added: 25, 2016.]

This report contains references to years [added: 2016,] 2015, 2014, 2013, 2012, [removed: 2011,] and [removed: 2010,] [added: 2011,] which represent fiscal years ending or ended [added: February 3, 2017,] January 29, 2016, January 30, 2015, January 31, 2014, February 1, 2013, [added: and] February 3, 2012, [removed: and January 28, 2011,] respectively.

Solely for convenience, our trademarks and tradenames may appear in this report without the ® or [removed: TM] [added: ™] symbol which is not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights or the right to these trademarks and tradenames.

You can identify these statements because they are not limited to historical fact or they use words such as "may," "will," "should," "could," [added: "would,"] "believe," "anticipate," "project," "plan," "expect," "estimate," "forecast," "goal," "potential," "opportunity," "intend," [added: "predict," "committed,"] "will likely result," or "will continue" and similar expressions that concern our strategy, plans, intentions or beliefs about future occurrences or results.

10-K 1 a2227409z10-k.htm 10-K

Our fiscal year ends on the Friday closest to January 31.

2016 will consist and 2011 consisted of 53 weeks, while each of the remaining years listed were 52-week years.

10-K 1 a2223543z10-k.htm 10-K

(615) 855-4000

Our fiscal year ends on the Friday closest to January 31, and each of the years listed will be or were 52-week years, with the exception of 2011 which consisted of 53 weeks.

As of February [removed: 27, 2015,] [added: 26, 2016,] we operated [removed: 11,879] [added: 12,575] retail stores located in 43 states as follows:

| Alabama | | | [removed: 629] [added: 658] | | Nebraska | | | [removed: 91] [added: 99] | |

| Arizona | | | [removed: 87] [added: 89] | | Nevada | | | 24 | |

| Arkansas | | | [removed: 344] [added: 365] | | New Hampshire | | | [removed: 14] [added: 17] | |

| California | | | [removed: 142] [added: 170] | | New Jersey | | | [removed: 83] [added: 87] | |

| Colorado | | | [removed: 32] [added: 30] | | New Mexico | | | [removed: 76] [added: 84] | |

| Connecticut | | | [removed: 26] [added: 29] | | New York | | | [removed: 309] [added: 337] | |

| Delaware | | | [removed: 37] [added: 42] | | North Carolina | | | [removed: 633] [added: 674] | |

| Illinois | | | [removed: 421] [added: 454] | | Oregon | | | [removed: 2] [added: 7] | |

| Iowa | | | [removed: 182] [added: 189] | | Rhode Island | | | [removed: 2] [added: 4] | |

| Kansas | | | [removed: 204] [added: 210] | | South Carolina | | | [removed: 437] [added: 457] | |

| Kentucky | | | [removed: 436] [added: 458] | | South Dakota | | | [removed: 20] [added: 26] | |

| Maine | | | [removed: 2] [added: 14] | | Texas | | | [removed: 1,246] [added: 1,301] | |

| Maryland | | | [removed: 105] [added: 113] | | Utah | | | 7 | |

| Massachusetts | | | [removed: 18] [added: 22] | | Vermont | | | [removed: 26] [added: 30] | |

| Minnesota | | | [removed: 48] [added: 73] | | West Virginia | | | [removed: 189] [added: 199] | |

As of February [removed: 27, 2015,] [added: 26, 2016,] we operated [removed: twelve] [added: thirteen] distribution centers, as described in the following table:

| Scottsville, KY | | | 1959 | | | 720,000 | | | [removed: 800] [added: 786] | |

| Ardmore, OK | | | 1994 | | | 1,310,000 | | | [removed: 1,414] [added: 1,442] | |

| South Boston, VA | | | 1997 | | | 1,250,000 | | | [removed: 906] [added: 922] | |

| Indianola, MS | | | 1998 | | | 820,000 | | | [removed: 873] [added: 934] | |

| Fulton, MO | | | 1999 | | | 1,150,000 | | | [removed: 1,286] [added: 1,256] | |

| Alachua, FL | | | 2000 | | | 980,000 | | | [removed: 1,019] [added: 1,012] | |

| Zanesville, OH | | | 2001 | | | 1,170,000 | | | [removed: 1,145] [added: 1,161] | |

| Jonesville, SC | | | 2005 | | | 1,120,000 | | | [removed: 1,113] [added: 1,141] | |

| Marion, IN | | | 2006 | | | 1,110,000 | | | [removed: 1,193] [added: 1,267] | |

| Bessemer, AL | | | 2012 | | | 940,000 | | | [removed: 1,065] [added: 1,160] | |

| Lebec, CA | | | 2012 | | | 600,000 | | | [removed: 285] [added: 321] | |

| Bethel, PA | | | 2014 | | | 1,000,000 | | | [removed: 780] [added: 872] | |

We lease the distribution centers located in California, Oklahoma, Mississippi and Missouri and own the [removed: other eight] [added: remaining] distribution centers in the table above.

As of January [removed: 30, 2015,] [added: 29, 2016,] we leased approximately [removed: 444,000] [added: 745,000] square feet of additional temporary warehouse space to support our distribution needs.

| Florida | | | 738 | | Ohio | | | 659 | |

| Georgia | | | 711 | | Oklahoma | | | 391 | |

| Indiana | | | 434 | | Pennsylvania | | | 556 | |

| Louisiana | | | 494 | | Tennessee | | | 655 | |

| Michigan | | | 356 | | Virginia | | | 336 | |

| Mississippi | | | 414 | | Wisconsin | | | 126 | |

| Missouri | | | 436 | | | | | | |

| San Antonio, TX | | | 2016 | | | 920,000 | | | 301 | |

| Florida | | | 710 | | Ohio | | | 643 | |

| Georgia | | | 675 | | Oklahoma | | | 373 | |

| Indiana | | | 416 | | Pennsylvania | | | 520 | |

| Louisiana | | | 472 | | Tennessee | | | 613 | |

| Michigan | | | 341 | | Virginia | | | 321 | |

| Mississippi | | | 389 | | Wisconsin | | | 122 | |

| Missouri | | | 412 | | | | | | |

Information regarding our current executive officers as of March [removed: 19, 2015] [added: 15, 2016] is set forth below.

| [removed: Richard W. Dreiling] [added: Todd J. Vasos] | | | [removed: 61] [added: 54] | | [removed: Chairman and] Chief Executive Officer [added: and Director] |

| [removed: David M. Tehle] [added: John W. Garratt] | | | [removed: 58] [added: 47] | | Executive Vice President and Chief Financial Officer |

| [removed: David] [added: James] W. [removed: D'Arezzo] [added: Thorpe] | | | [removed: 56] [added: 57] | | Executive Vice [removed: President and] [added: President,] Chief Merchandising Officer |

| John W. Flanigan | | | [removed: 63] [added: 64] | | Executive Vice President, Global Supply Chain |

| Robert D. Ravener | | | [removed: 56] [added: 57] | | Executive Vice President and Chief People Officer |

| [removed: Gregory A. Sparks] [added: Jeffery C. Owen] | | | [removed: 54] [added: 46] | | Executive Vice President, Store Operations |

| Rhonda M. Taylor | | | [removed: 47] [added: 48] | | Executive Vice President and General Counsel |

| Anita C. Elliott | | | [removed: 50] [added: 51] | | Senior Vice President and [removed: Controller] [added: Chief Accounting Officer] |

[removed: As previously announced,] Mr. [removed: Dreiling] [added: Flanigan] plans to retire from Dollar General effective [removed: January] [added: April] 29, 2016.

[removed: Vasos_] [added: He] joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer.

[removed: He also has held distribution and logistics] leadership positions at Vons—a Safeway company, Specialized Distribution Management Inc., and Crum & Crum Logistics.

[removed: Elliott_] [added: She] joined Dollar General as Senior Vice President and Controller in August 2005.

Prior to joining Dollar General, she served as Vice President and Controller of Big Lots, Inc., a closeout retailer, from May 2001 to August [removed: 2005.][added: 2005, where she was responsible for accounting operations, financial reporting and internal audit.]

Vasos_ has served as Chief Executive Officer and a member of our Board since June 3, 2015.

Garratt_ has served as Executive Vice President and Chief Financial Officer since December 2, 2015.

He joined Dollar General in October 2014 as Senior Vice President, Finance & Strategy and subsequently served as Interim Chief Financial Officer from July 2015 to December 2015.

Prior to joining Dollar General, Mr. Garratt held various positions of increasing responsibility with Yum!

Brands, Inc., one of the world's largest restaurant companies, between May 2004 and October 2014, holding leadership positions in corporate strategy and financial planning.

He served as Vice President, Finance and Division Controller for the KFC division and earlier for the Pizza Hut division and for Yum Restaurants International between October 2013 and October 2014.

He also served as the Senior Director, Yum Corporate Strategy, from March 2010 to October 2013, reporting directly to the corporate Chief Financial Officer and leading corporate strategy as well as driving key cross-divisional initiatives.

Mr. Garratt served in various other financial positions at Yum from May 2004 to March 2010.

He served as Plant Controller for Alcoa Inc. between April 2002 and May 2004, and held various financial management positions at General Electric from March 1999 to April 2002.

He began his career in May 1990 at Alcoa, where he served for approximately nine years.

He also has held distribution and logistics

Owen_ returned to Dollar General in June 2015 as Executive Vice President of Store Operations, with over 21 years of previous employment experience with the Company.

Prior to his departure from Dollar General in July 2014, he was Senior Vice President, Store Operations.

Prior to August 2011, Mr. Owen served as Vice President, Division Manager.

From November 2006 to March 2007, he served as Retail Division Manager.

Prior to November 2006, he was Senior Director, Operations Process Improvement.

Mr. Owen served the Company in various operations roles of increasing importance and responsibility from December 1992 to September 2004.

Mr. Owen has served as a director of Kirkland's Inc. since March 30, 2015.

Thorpe_ returned to Dollar General in August 2015 as Executive Vice President and Chief Merchandising Officer, with over six years of previous employment experience with the Company.

He previously served as Senior Vice President, General Merchandise Manager, from May 2006 when he joined the Company until his departure in July 2012.

Following his departure from Dollar General, Mr. Thorpe provided on a limited ad-hoc basis certain retail industry consulting services as President of JW Thorpe & Associates, Inc. Prior to Dollar General, he served in various positions of increasing importance and responsibility with Sears Holdings Corporation, a leading integrated retailer, from March 1991 to May 2006 where his last position was Vice President and General Merchandise Manager—Hard Home of Sears Home Group.

Prior to Sears, he worked as a Marketing Program Manager for Zenith Data Systems, a personal computer development and sales company, from July 1990 to February 1991.

He began his career at The MAXIMA Corporation, an information technology services company, where he held various project administration and analyst positions.

Elliott_ has served as Senior Vice President and Chief Accounting Officer since December 2, 2015.

| Todd J. Vasos | | | 53 | | Chief Operating Officer |

_Mr.

Dreiling_ joined Dollar General in January 2008 as Chief Executive Officer and a member of our Board.

He was appointed Chairman of the Board on December 2, 2008.

Prior to joining Dollar General, Mr. Dreiling served as Chief Executive Officer, President and a director of Duane Reade Holdings, Inc. and Duane Reade Inc., the largest drugstore chain in New York City, from November 2005 until January 2008 and as Chairman of the Board of Duane Reade from March 2007 until January 2008.

Prior to that, Mr. Dreiling, beginning in March 2005, served as Executive Vice President—Chief Operating Officer of Longs Drug Stores Corporation, a retail drugstore chain on the West Coast and in Hawaii, after having joined Longs in July 2003 as Executive Vice President and Chief Operations Officer.

From 2000 to 2003, Mr. Dreiling served as Executive Vice President—Marketing, Manufacturing and Distribution at Safeway Inc., a food and drug retailer.

Prior to that, Mr. Dreiling served from 1998 to 2000 as President of Vons, a Southern California food and drug division of Safeway.

He currently serves as the Chairman of the Retail Industry Leaders Association (RILA).

Mr. Dreiling is a director of Lowe's Companies, Inc.

Tehle_ joined Dollar General in June 2004 as Executive Vice President and Chief Financial Officer.

As previously announced, Mr. Tehle plans to retire from Dollar General effective July 1, 2015.

He served from 1997 to June 2004 as Executive Vice President and Chief Financial Officer of Haggar Corporation, a manufacturing, marketing and retail corporation.

From 1996 to 1997, he was Vice President of Finance for a division of The Stanley Works, one of the world's largest manufacturers of tools, and from 1993 to 1996, he was Vice President and Chief Financial Officer of Hat Brands, Inc., a hat manufacturer.

Earlier in his career, Mr. Tehle served in a variety of financial-related roles at Ryder System, Inc. and Texas Instruments Incorporated.

Mr. Tehle is a director of Jack in the Box Inc.

D'Arezzo_ joined Dollar General in November 2013 as Executive Vice President and Chief Merchandising Officer.

Prior to Dollar General, from May 2008 until August 2013, Mr. D'Arezzo served as Executive Vice President and Chief Operating Officer of Grocers Supply Co., Inc., the largest independent wholesaler in the southern United States, serving over 800 supermarkets with a full-line of products for resale.

In this role, he was responsible for all functions and the running of the wholesale business.

From 2006 to 2008, he served as Senior Vice President and Chief Marketing Officer of Duane Reade, Inc., the largest drugstore chain in New York City, and as its Interim Chief Executive Officer for four months in 2008.

Prior to Duane Reade, he served as Chief Operating Officer of Raley's Family of Stores, Northern California's premier supermarket operating 120 stores in three western states, from 2003 to 2005.

From 2002 to 2003, he served as Executive Vice President of Merchandising and Replenishment at Office Depot, Inc., a global supplier of office products and services.

From 1994 to 2002, Mr. D'Arezzo held various positions at Wegmans Food Market, a supermarket operator, including Senior Vice President of Merchandising (1998 - 2002), Division Manager (1997) and Group Manager (1994 - 1996).

He worked as Vice President of Sales at DNA Plant Technology, a biotechnology start-up company, in 1994.

He also held various positions at PepsiCo, Inc. from 1989 to 1993, including Business Development Manager, Area Marketing Manager, Brand Manager—Diet Pepsi and New Products Assistant Marketing Manager.

Sparks_ joined Dollar General in March 2012 as Executive Vice President of Store Operations.

Prior to joining Dollar General, Mr. Sparks served as Division President, Seattle Division, for Safeway Inc., a food and drug retailer, a role he had held since 2001.

As Division President of the Seattle Division, Mr. Sparks was responsible for the supervision of approximately 200 stores and approximately 23,000 employees in the northwest region and oversaw real estate, finance and operations of the Seattle Division.

Mr. Sparks has 38 years of retail experience including a 34-year career with Safeway where he held roles of increasing responsibility including merchandising manager (1987), category manager (1987 - 1990), divisional director of merchandising, grocery and general merchandise (1990 - 1997) and divisional vice president of marketing (1997 - 2001).

Overseeing a staff of 140 employees at Big Lots, she was responsible for accounting operations, financial reporting and internal audit.

Our common stock is traded on the New York Stock Exchange under the symbol "DG." The high and low sales prices during each quarter in fiscal [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] were as follows:

| [removed: 2013] [added: 2015] | | First Quarter | | | Second Quarter | | | Third Quarter | | | Fourth Quarter | | |

On March [removed: 12, 2015,] [added: 15, 2016,] our stock price at the close of the market was [removed: $74.28] [added: $85.04] and there were approximately [removed: 1,922] [added: 1,874] shareholders of record of our common stock.

On March [removed: 10, 2015,] [added: 8, 2016,] our Board of Directors declared a quarterly cash dividend of [removed: $0.22] [added: $0.25] per share, to be paid on April [removed: 22, 2015] [added: 12, 2016] to shareholders of record of our common stock on [removed: April 8, 2015.][added: March 29, 2016.]

The following table contains information regarding purchases of our common stock made during the quarter ended January [removed: 30, 2015] [added: 29, 2016] by or on behalf of Dollar General or any "affiliated purchaser," as defined by Rule 10b-18(a)(3) of the Securities Exchange Act of 1934:

A $500 million share repurchase program was publicly announced on September 5, 2012, and increases in the authorization under such program were announced on March 25, 2013 ($500 million [removed: increase) and] [added: increase),] December 5, 2013 ($1.0 billion [added: increase), March 12, 2015 ($1.0 billion increase) and December 3, 2015 ($1.0 billion] increase).

| High | | $ | 76.99 | | $ | 81.42 | | $ | 81.15 | | $ | 75.14 | |

| Low | | $ | 65.86 | | $ | 71.44 | | $ | 64.66 | | $ | 59.75 | |

We paid quarterly cash dividends of $0.22 per share in 2015.

| 10/31/15 - 11/30/15 | | | — | | $ | — | | | — | | $ | 214,007,000 | |

| 12/01/15 - 12/31/15 | | | 4,128,913 | | $ | 70.29 | | | 4,128,913 | | $ | 923,803,000 | |

| 01/01/16 - 01/29/16 | | | — | | $ | — | | | — | | $ | 923,803,000 | |

| Total | | | 4,128,913 | | $ | 70.29 | | | 4,128,913 | | $ | 923,803,000 | |

| High | | $ | 53.00 | | $ | 55.82 | | $ | 59.87 | | $ | 62.93 | |

| Low | | $ | 43.35 | | $ | 48.61 | | $ | 52.40 | | $ | 55.08 | |

| 11/01/14 - 11/30/14 | | | — | | $ | — | | | — | | $ | 223,417,000 | |

| 12/01/14 - 12/31/14 | | | — | | $ | — | | | — | | $ | 223,417,000 | |

| 01/01/15 - 01/30/15 | | | — | | $ | — | | | — | | $ | 223,417,000 | |

| Total | | | — | | $ | — | | | — | | $ | 223,417,000 | |

The share repurchase program was further increased on March 10, 2015 ($1.0 billion increase), but such increase is not reflected in the table above as it was not in effect at the end of the 2014 fiscal year.

The selected historical statement of operations data and statement of cash flows data for the fiscal years ended January [added: 29, 2016, January] 30, 2015, [added: and] January 31, [removed: 2014, and February 1, 2013] [added: 2014] and balance sheet data as of January [removed: 30, 2015] [added: 29, 2016] and January [removed: 31, 2014,] [added: 30, 2015,] have been derived from our historical audited consolidated financial statements included elsewhere in this report.

The selected historical statement of operations data and statement of cash flows data for the fiscal years ended February [added: 1, 2013 and February] 3, 2012 and [removed: January 28, 2011 and] balance sheet data as of [added: January 31, 2014,] February 1, 2013, [added: and] February 3, [removed: 2012, and January 28, 2011] [added: 2012] presented in this table have been derived from audited consolidated financial statements not included in this report.

The information set forth below should be read in conjunction with, and is qualified by reference to, the Consolidated Financial Statements and related notes included in Part II, Item 8 of this report [added: and the Management's Discussion and Analysis of Financial Condition and Results of Operations]

| (Amounts in millions, excluding per share data, number of stores, selling square feet, and net sales per square foot) | | January [added: 29, 2016 | | | January] 30, 2015 | | | January 31, 2014 | | | February 1, 2013 | | | February 3, 2012(1) | | | [removed: January 28, 2011 | | |]

| Statement of [removed: Operations] [added: Income] Data: | | | | | | | | | | | | | | | | |

| Net sales | | $ | [removed: 18,909.6] [added: 20,368.6] | | $ | [removed: 17,504.2] [added: 18,909.6] | | $ | [removed: 16,022.1] [added: 17,504.2] | | $ | [removed: 14,807.2] [added: 16,022.1] | | $ | [removed: 13,035.0] [added: 14,807.2] | |

| Cost of goods sold | | | [added: 14,062.5 | | |] 13,107.1 | | | 12,068.4 | | | 10,936.7 | | | 10,109.3 | | [removed: | 8,858.4 | |]

| Gross profit | | | [added: 6,306.1 | | |] 5,802.5 | | | 5,435.7 | | | 5,085.4 | | | 4,697.9 | | [removed: | 4,176.6 | |]

| Selling, general and administrative expenses | | | [added: 4,365.8 | | |] 4,033.4 | | | 3,699.6 | | | 3,430.1 | | | 3,207.1 | | [removed: | 2,902.5 | |]

| Operating profit | | | [added: 1,940.3 | | |] 1,769.1 | | | 1,736.2 | | | 1,655.3 | | | 1,490.8 | | [removed: | 1,274.1 | |]

| Interest expense | | | [added: 86.9 | | |] 88.2 | | | 89.0 | | | 127.9 | | | 204.9 | | [removed: | 274.0 | |]

| Other (income) expense | | | [added: 0.3 | | |] — | | | 18.9 | | | 30.0 | | | 60.6 | | [removed: | 15.1 | |]

| Income before income taxes | | | [added: 1,853.0 | | |] 1,680.9 | | | 1,628.3 | | | 1,497.4 | | | 1,225.3 | | [removed: | 985.0 | |]

| Income tax expense | | | [added: 687.9 | | |] 615.5 | | | 603.2 | | | 544.7 | | | 458.6 | | [removed: | 357.1 | |]

| Net income | | $ | [removed: 1,065.3] [added: 1,165.1] | | $ | [removed: 1,025.1] [added: 1,065.3] | | $ | [removed: 952.7] [added: 1,025.1] | | $ | [removed: 766.7] [added: 952.7] | | $ | [removed: 627.9] [added: 766.7] | |

| Earnings per share—basic | | $ | [removed: 3.50] [added: 3.96] | | $ | [removed: 3.17] [added: 3.50] | | $ | [removed: 2.87] [added: 3.17] | | $ | [removed: 2.25] [added: 2.87] | | $ | [removed: 1.84] [added: 2.25] | |

| Earnings per share—diluted | | | [added: 3.95 | | |] 3.49 | | | 3.17 | | | 2.85 | | | 2.22 | | [removed: | 1.82 | |]

| Dividends per share | | | [removed: —] [added: 0.88] | | | — | | | — | | | — | | | — | |

| Operating activities | | $ | [removed: 1,314.7] [added: 1,378.0] | | $ | [removed: 1,213.1] [added: 1,314.7] | | $ | [removed: 1,131.4] [added: 1,213.1] | | $ | [removed: 1,050.5] [added: 1,131.4] | | $ | [removed: 824.7] [added: 1,050.5] | |

| Investing activities | | | [removed: (371.7] [added: (503.4] | ) | | [removed: (250.0] [added: (371.7] | ) | | [removed: (569.8] [added: (250.0] | ) | | [removed: (513.8] [added: (569.8] | ) | | [removed: (418.9] [added: (513.8] | ) |

| Financing activities | | | [removed: (868.8] [added: (1,296.5] | ) | | [removed: (598.3] [added: (868.8] | ) | | [removed: (546.8] [added: (598.3] | ) | | [removed: (908.0] [added: (546.8] | ) | | [removed: (130.4] [added: (908.0] | ) |

| Total capital expenditures | | | [removed: (374.0] [added: (504.8] | ) | | [removed: (538.4] [added: (374.0] | ) | | [removed: (571.6] [added: (538.4] | ) | | [removed: (514.9] [added: (571.6] | ) | | [removed: (420.4] [added: (514.9] | ) |

| Same store sales growth(2) | | | 2.8 | % | | [removed: 3.3] [added: 2.8] | % | | [removed: 4.7] [added: 3.3] | % | | [removed: 6.0] [added: 4.7] | % | | [removed: 4.9] [added: 6.0] | % |

| Same store sales(2) | | $ | [removed: 17,818.7] [added: 19,254.3] | | $ | [removed: 16,365.5] [added: 17,818.7] | | $ | [removed: 14,992.7] [added: 16,365.5] | | $ | [removed: 13,626.7] [added: 14,992.7] | | $ | [removed: 12,227.1] [added: 13,626.7] | |

| Number of stores included in same store sales calculation | | | [added: 11,706 | | |] 11,052 | | | 10,387 | | | 9,783 | | | 9,254 | | [removed: | 8,712 | |]

| Number of stores (at period end) | | | [added: 12,483 | | |] 11,789 | | | 11,132 | | | 10,506 | | | 9,937 | | [removed: | 9,372 | |]

| Selling square feet (in thousands at period end) | | | [added: 92,477 | | |] 87,205 | | | 82,012 | | | 76,909 | | | 71,774 | | [removed: | 67,094 | |]

| Net sales per square foot(3) | | $ | [removed: 223] [added: 226] | | $ | [removed: 220] [added: 223] | | $ | [removed: 216] [added: 220] | | $ | [removed: 213] [added: 216] | | $ | [removed: 201] [added: 213] | |

| Consumables sales | | | [removed: 75.7] [added: 75.9] | % | | [removed: 75.2] [added: 75.7] | % | | [removed: 73.9] [added: 75.2] | % | | [removed: 73.2] [added: 73.9] | % | | [removed: 71.6] [added: 73.2] | % |

| Seasonal sales | | | 12.4 | % | | [removed: 12.9] [added: 12.4] | % | | [removed: 13.6] [added: 12.9] | % | | [removed: 13.8] [added: 13.6] | % | | [removed: 14.5] [added: 13.8] | % |

| Home products sales | | | [removed: 6.4] [added: 6.3] | % | | 6.4 | % | | [removed: 6.6] [added: 6.4] | % | | [removed: 6.8] [added: 6.6] | % | | [removed: 7.0] [added: 6.8] | % |

| Apparel sales | | | [removed: 5.5] [added: 5.4] | % | | 5.5 | % | | [removed: 5.9] [added: 5.5] | % | | [removed: 6.2] [added: 5.9] | % | | [removed: 6.9] [added: 6.2] | % |

| Rent expense | | $ | [removed: 785.2] [added: 856.9] | | $ | [removed: 686.9] [added: 785.2] | | $ | [removed: 614.3] [added: 686.9] | | $ | [removed: 542.3] [added: 614.3] | | $ | [removed: 489.3] [added: 542.3] | |

| Cash and cash equivalents and short-term investments | | $ | [removed: 579.8] [added: 157.9] | | $ | [removed: 505.6] [added: 579.8] | | $ | [removed: 140.8] [added: 505.6] | | $ | [removed: 126.1] [added: 140.8] | | $ | [removed: 497.4] [added: 126.1] | |

| Total shareholders' equity | | | [added: 5,377.9 | | |] 5,710.0 | | | 5,402.2 | | | 4,985.3 | | | 4,674.6 | | [removed: | 4,063.6 | |]

| | | January [added: 29, 2016 | | | January] 30, 2015 | | | January 31, 2014 | | | February 1, 2013 | | | February 3, 2012 | | | [removed: January 28, 2011 | | |]

| Ratio of earnings to fixed charges(1): | | | [removed: 4.4x] [added: 4.5x] | | | [removed: 4.7x] [added: 4.4x] | | | 4.7x | | | [removed: 3.8x] [added: 4.7x] | | | [removed: 3.1x] [added: 3.8x] | |

included in Part II, Item 7 of this report.

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

| Total assets | | | 11,251.0 | | | 11,208.6 | | | 10,848.2 | | | 10,340.8 | | | 9,663.6 | |

| Long-term debt(4) | | | 2,970.6 | | | 2,725.1 | | | 2,799.5 | | | 2,745.3 | | | 2,593.6 | |

(4)

Debt issuance costs are reflected as a deduction from the corresponding debt liability for all periods presented.

and the Management's Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of this report.

| Total assets | | | 11,224.1 | | | 10,867.5 | | | 10,367.7 | | | 9,688.5 | | | 9,546.2 | |

| Long-term debt | | | 2,740.6 | | | 2,818.8 | | | 2,772.2 | | | 2,618.5 | | | 3,288.2 | |

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries as of January [removed: 30, 2015] [added: 29, 2016] and January [removed: 31, 2014,] [added: 30, 2015,] 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 [removed: 30, 2015.][added: 29, 2016.]

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 [removed: 30, 2015] [added: 29, 2016] and January [removed: 31, 2014,] [added: 30, 2015,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended January [removed: 30, 2015,] [added: 29, 2016,] 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 [removed: 30, 2015,] [added: 29, 2016,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 20, 2015] [added: 22, 2016] expressed an unqualified opinion thereon.

[removed: |] Nashville, Tennessee [removed: March 20, 2015 | | |]

| | | January [added: 29, 2016 | | | January] 30, 2015 | | | January 31, 2014 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | [removed: $] | 579,823 | | [removed: $] | 505,566 | | [added: | 140,809 | |]

| Merchandise inventories | | | [removed: 2,782,521] [added: 3,074,153] | | | [removed: 2,552,993] [added: 2,782,521] | |

| Prepaid expenses and other current assets | | | [removed: 170,265] [added: 193,467] | | | [removed: 147,048] [added: 170,265] | |

| Total current assets | | | [removed: 3,532,609] [added: 3,432,410] | | | [removed: 3,205,607] [added: 3,532,609] | |

| Net property and equipment | | | [removed: 2,116,075] [added: 2,264,062] | | | [removed: 2,080,305] [added: 2,116,075] | |

| Other intangible assets, net | | | [removed: 1,201,870] [added: 1,200,994] | | | [removed: 1,207,645] [added: 1,201,870] | |

| Other assets, net | | | [removed: 34,961] [added: 21,830] | | | [removed: 35,378] [added: 19,499] | |

| Current portion of long-term obligations | | $ | [removed: 101,158] [added: 1,379] | | $ | [removed: 75,966] [added: 101,158] | |

| Accounts payable | | | [removed: 1,388,154] [added: 1,494,225] | | | [removed: 1,286,484] [added: 1,388,154] | |

| Accrued expenses and other | | | [removed: 413,760] [added: 467,122] | | | [removed: 368,578] [added: 413,760] | |

| Income taxes payable | | | [removed: 59,400] [added: 32,870] | | | [removed: 59,148] [added: 59,400] | |

| Other liabilities | | | [removed: 285,309] [added: 275,283] | | | [removed: 296,546] [added: 285,309] | |

| Common stock; $0.875 par value, 1,000,000 shares authorized, [removed: 303,447] [added: 286,694] and [removed: 317,058] [added: 303,447] shares issued and outstanding at January [removed: 30, 2015] [added: 29, 2016] and January [removed: 31, 2014,] [added: 30, 2015,] respectively | | | [removed: 265,514] [added: 250,855] | | | [removed: 277,424] [added: 265,514] | |

| Additional paid-in capital | | | [removed: 3,048,806] [added: 3,107,283] | | | [removed: 3,009,226] [added: 3,048,806] | |

| Retained earnings | | | [removed: 2,403,045] [added: 2,025,545] | | | [removed: 2,125,453] [added: 2,403,045] | |

| Accumulated other comprehensive loss | | | [removed: (7,327] [added: (5,807] | ) | | [removed: (9,910] [added: (7,327] | ) |

| Total shareholders' equity | | | [removed: 5,710,038] [added: 5,377,876] | | | [removed: 5,402,193] [added: 5,710,038] | |

| | | January [added: 29, 2016 | | | January] 30, 2015 | | | January 31, 2014 | | | [removed: February 1, 2013 | | |]

| Net sales | | $ | [removed: 18,909,588] [added: 20,368,562] | | $ | [removed: 17,504,167] [added: 18,909,588] | | $ | [removed: 16,022,128] [added: 17,504,167] | |

| Cost of goods sold | | | [removed: 13,107,081] [added: 14,062,471] | | | [removed: 12,068,425] [added: 13,107,081] | | | [removed: 10,936,727] [added: 12,068,425] | |

| Gross profit | | | [removed: 5,802,507] [added: 6,306,091] | | | [removed: 5,435,742] [added: 5,802,507] | | | [removed: 5,085,401] [added: 5,435,742] | |

| Selling, general and administrative expenses | | | [removed: 4,033,414] [added: 4,365,797] | | | [removed: 3,699,557] [added: 4,033,414] | | | [removed: 3,430,125] [added: 3,699,557] | |

| Operating profit | | | [removed: 1,769,093] [added: 1,940,294] | | | [removed: 1,736,185] [added: 1,769,093] | | | [removed: 1,655,276] [added: 1,736,185] | |

| Interest expense | | | [removed: 88,232] [added: 86,944] | | | [removed: 88,984] [added: 88,232] | | | [removed: 127,926] [added: 88,984] | |

| Other (income) expense | | | [removed: —] [added: 326] | | | [removed: 18,871] [added: —] | | | [removed: 29,956] [added: 18,871] | |

| Income before income taxes | | | [removed: 1,680,861] [added: 1,853,024] | | | [removed: 1,628,330] [added: 1,680,861] | | | [removed: 1,497,394] [added: 1,628,330] | |

| Income tax expense | | | [removed: 615,516] [added: 687,944] | | | [removed: 603,214] [added: 615,516] | | | [removed: 544,732] [added: 603,214] | |

| Net income | | $ | [removed: 1,065,345] [added: 1,165,080] | | $ | [removed: 1,025,116] [added: 1,065,345] | | $ | [removed: 952,662] [added: 1,025,116] | |

| Basic | | $ | [removed: 3.50] [added: 3.96] | | $ | [removed: 3.17] [added: 3.50] | | $ | [removed: 2.87] [added: 3.17] | |

| Diluted | | $ | [removed: 3.49] [added: 3.95] | | $ | [removed: 3.17] [added: 3.49] | | $ | [removed: 2.85] [added: 3.17] | |

| Basic | | | [removed: 304,633] [added: 294,330] | | | [removed: 322,886] [added: 304,633] | | | [removed: 332,254] [added: 322,886] | |

| Diluted | | | [removed: 305,681] [added: 295,211] | | | [removed: 323,854] [added: 305,681] | | | [removed: 334,469] [added: 323,854] | |

| Unrealized net gain (loss) on hedged transactions, net of related income tax expense (benefit) of [removed: $1,671, $(4,461)] [added: $971, $1,671] and [removed: $1,448,] [added: $(4,461),] respectively | | | [removed: 2,583] [added: 1,520] | | | [removed: (6,972] [added: 2,583] | [removed: )] | | [removed: 2,253] [added: (6,972] | [added: )] |

| Comprehensive income | | $ | [removed: 1,067,928] [added: 1,166,600] | | $ | [removed: 1,018,144] [added: 1,067,928] | | $ | [removed: 954,915] [added: 1,018,144] | |

| Unrealized net gain (loss) on hedged transactions | | | — | | | — | | | — | | | — | | | [removed: 2,253] [added: 1,520] | | | [removed: 2,253] [added: 1,520] | |

March 22, 2016

| | | January 29, 2016 | | | January 30, 2015 | | |

| | | | | | (see Note 1) | | |

| Cash and cash equivalents | | $ | 157,947 | | $ | 579,823 | |

| Income tax receivable | | | 6,843 | | | — | |

| Total assets | | $ | 11,257,885 | | $ | 11,208,642 | |

| Total current liabilities | | | 1,995,596 | | | 1,962,472 | |

| Long-term obligations | | | 2,969,175 | | | 2,623,965 | |

| Deferred income taxes | | | 639,955 | | | 626,858 | |

| Total liabilities and shareholders' equity | | $ | 11,257,885 | | $ | 11,208,642 | |

| Dividends per share | | $ | 0.88 | | $ | — | | $ | — | |

| Net income | | $ | 1,165,080 | | $ | 1,065,345 | | $ | 1,025,116 | |

| Other equity and related transactions | | | 1,026 | | | 896 | | | (27,237 | ) | | — | | | — | | | (26,341 | ) |

| Other equity and related transactions | | | 495 | | | 432 | | | (2,805 | ) | | — | | | — | | | (2,373 | ) |

| Net income | | | — | | | — | | | — | | | 1,165,080 | | | — | | | 1,165,080 | |

| Cash dividends, $0.88 per common share | | | — | | | — | | | — | | | (258,328 | ) | | — | | | (258,328 | ) |

| Repurchases of common stock | | | (17,556 | ) | | (15,361 | ) | | — | | | (1,284,252 | ) | | — | | | (1,299,613 | ) |

| Other equity and related transactions | | | 803 | | | 702 | | | 6,232 | | | — | | | — | | | 6,934 | |

| Balances, January 29, 2016 | | | 286,694 | | $ | 250,855 | | $ | 3,107,283 | | $ | 2,025,545 | | $ | (5,807 | ) | $ | 5,377,876 | |

| Net income | | $ | 1,165,080 | | $ | 1,065,345 | | $ | 1,025,116 | |

| Payments of cash dividends | | | (258,328 | ) | | — | | | — | |

| Other equity and related transactions | | | 6,934 | | | (2,373 | ) | | (26,341 | ) |

| | | | | | 4,170,486 | | | 3,753,557 | |

| | | $ | 467,122 | | $ | 413,760 | |

Included in other accrued expenses are liabilities such as interest expense, freight expense, and utilities.

| (In thousands) | | January 29, 2016 | | | January 30, 2015 | | |

| Deferred rent | | | 57,017 | | | 53,975 | |

| Other | | | 26,731 | | | 32,203 | |

| | | $ | 275,283 | | $ | 285,309 | |

recorded on the balance sheet at fair value.

In May 2014, the Financial Accounting Standards Board ("FASB") issued comprehensive new accounting standards related to the recognition of revenue, which specified an effective date for annual reporting periods beginning after December 15, 2016, with early adoption not permitted.

In August 2015, the FASB deferred the effective date to annual reporting periods beginning after December 15, 2017, with earlier adoption permitted only for annual reporting periods beginning after December 15, 2016.

In April 2015, the FASB issued new accounting guidance related to the presentation of debt issuance costs and requires such costs to be presented as a deduction from the corresponding debt liability, consistent with the presentation of debt discounts and/or premiums.

This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted.

The guidance must be applied retrospectively to all periods presented within the financial statements.

The Company adopted this guidance in the third quarter of 2015.

As a result, the presentation of $15.5 million of debt issuance costs (net of accumulated amortization) previously classified as Other assets, net are reflected in Long-term obligations on the consolidated balance sheet as of January 30, 2015.

In November 2015, the FASB issued new accounting guidance which will require companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating them into current and noncurrent amounts.

This guidance may be adopted on a prospective or retrospective basis.

The Company adopted this guidance retrospectively in the fourth quarter of 2015.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total assets | | $ | 11,224,104 | | $ | 10,867,524 | |

| 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 | |

| Total liabilities and shareholders' equity | | $ | 11,224,104 | | $ | 10,867,524 | |

| 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 | |

| Repurchases of common stock | | | (14,394 | ) | | (12,595 | ) | | (16 | ) | | (658,848 | ) | | — | | | (671,459 | ) |

| Exercise of share-based awards | | | 3,048 | | | 2,667 | | | (75,787 | ) | | — | | | — | | | (73,120 | ) |

| Other equity transactions | | | 326 | | | 285 | | | 1,443 | | | — | | | — | | | 1,728 | |

| Exercise of share-based awards | | | 1,026 | | | 896 | | | (27,237 | ) | | — | | | — | | | (26,341 | ) |

| Exercise of share-based awards | | | 495 | | | 432 | | | (2,805 | ) | | — | | | — | | | (2,373 | ) |

| Other equity transactions, net of employee taxes paid | | | (2,373 | ) | | (26,341 | ) | | (71,393 | ) |

| Cash and cash equivalents, end of year | | $ | 579,823 | | $ | 505,566 | | $ | 140,809 | |

| Purchases of property and equipment under capital lease obligations | | $ | — | | $ | — | | $ | 3,440 | |

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of cost or market ("LCM") if markdowns are currently taken as a reduction of the retail value of inventories.

| | | | | | 3,753,557 | | | 3,452,916 | |

| | | $ | 413,760 | | $ | 368,578 | |

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.

| Compensation and benefits | | $ | 20,266 | | $ | 17,604 | |

| Income tax related reserves | | | 10,690 | | | 18,802 | |

| Other | | | 55,222 | | | 52,285 | |

| | | $ | 285,309 | | $ | 296,546 | |

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

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.

Hedge accounting generally provides for the matching of the timing

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.

Based on its assessment, management has concluded that our internal control over financial reporting is effective as of January [removed: 30, 2015.][added: 29, 2016.]

We have audited Dollar General Corporation and subsidiaries' internal control over financial reporting as of January [removed: 30, 2015,] [added: 29, 2016,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Dollar General Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of January [removed: 30, 2015,] [added: 29, 2016,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Dollar General Corporation and subsidiaries as of January [removed: 30, 2015] [added: 29, 2016] and January [removed: 31, 2014,] [added: 30, 2015,] 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 [removed: 30, 2015] [added: 29, 2016] of Dollar General Corporation and subsidiaries and our report dated March [removed: 20, 2015] [added: 22, 2016] expressed an unqualified opinion thereon.

[removed: |] Nashville, Tennessee [removed: March 20, 2015 | | |]

_(d) Changes in Internal Control Over Financial Reporting._ There have been no changes during the quarter ended January [removed: 30, 2015] [added: 29, 2016] in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

March 22, 2016

On March 7, 2016, Mr. John W.

Flanigan, Executive Vice President, Global Supply Chain, advised the Company of his intent to retire effective April 29, 2016.

On March 16, 2016, the Company's Compensation Committee (the "Committee") awarded 119,599 non-qualified stock options ("Options") and 27,367 performance share units ("PSUs") to Mr. Vasos and 32,890 Options and 7,526 PSUs to each of Messrs.

Garratt, Flanigan and Ravener and Ms. Taylor on the terms and subject to the conditions set forth in the form of Option award agreement and form of PSU award agreement attached hereto as Exhibit 10.5 and Exhibit 10.10, respectively (collectively, the "Form Award Agreements"), and subject to the terms and conditions of the previously filed Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation (the "Plan").

The Options have a term of ten years and, subject to earlier forfeiture or accelerated vesting under certain circumstances described in the form of Option award agreement, generally will vest in four equal annual installments beginning on April 1, 2017.

The PSUs represent a target number of units that can be earned if certain performance measures are achieved during the performance period (which is the Company's fiscal year 2016) (the "Performance Period") and if certain additional vesting requirements are met.

The performance measures are goals related to adjusted EBITDA (weighted 50%) and ROIC (weighted 50%) as established by the Committee on the grant date.

The number of PSUs earned will vary between 0% and 300% of the target amount based on actual performance compared to target performance on a graduated scale, with performance at the target level resulting in 100% of the target number of PSUs being earned.

At the conclusion of the Performance Period, the Committee will determine the level of achievement of each performance goal measure and the corresponding number of PSUs earned by each grantee.

Subject to certain pro-rata vesting conditions, one-third of the PSUs earned by each grantee will vest on the last day of the Performance Period and be paid on April 1, 2017.

The remaining two-thirds of the PSUs earned by each grantee will vest in equal installments on April 1, 2018 and April 1, 2019, in each case subject to the grantee's continued employment with the Company and certain accelerated vesting provisions described in the form of PSU award agreement.

The Form Award Agreements also provide that in the event of a Change in Control (as defined in the Form Award Agreements) of the Company, a grantee will only receive an accelerated payout of his or her equity award if a Qualifying Termination (as defined in the Form Award Agreements) occurs within two years following the Change in Control.

Also, on March 16, 2016, in addition to the award of Options and PSUs as outlined above, the Committee awarded Mr. Vasos 85,759 Options according to the terms of the form of Option award agreement attached hereto as Exhibit 10.38 and subject to the terms and conditions of the Plan.

Subject to certain forfeiture and limited vesting acceleration events (including the same Change in Control provisions as described above), such Option award is scheduled to vest ratably in installments of 33 1/3% on each of the third, fourth and fifth anniversaries of the grant date, subject to holding requirements through the fifth anniversary of the grant date, and will terminate no later than ten years from the grant date.

The foregoing descriptions of all Options and PSU awards and the forms of award agreements are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the filed forms of award agreement attached hereto as Exhibits 10.5, 10.10 and 10.38.

None.

_(a) Information Regarding Directors and Executive Officers._ The information required by this Item 10 regarding our directors and director nominees is contained under the captions "Who are the nominees this year," "What are the backgrounds of this year's nominees," "Are there any familial relationships between any of the nominees," "How are directors identified and nominated," and "What particular experience, qualifications, attributes or skills led the Board of Directors to conclude that each nominee should serve as a director of Dollar General," all under the heading "Proposal 1: Election of Directors" in our definitive Proxy Statement to be filed for our Annual Meeting of Shareholders to be held on May [removed: 27, 2015] [added: 25, 2016] (the [removed: "2015] [added: "2016] Proxy Statement"), which information under such captions is incorporated herein by reference.

[removed: _(b) Compliance with Section 16(a) of the Exchange Act._] Information required by this Item 10 regarding compliance with Section 16(a) of the Exchange Act is contained under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the [removed: 2015] [added: 2016] Proxy Statement, which information under such caption is incorporated herein by reference.

We intend to provide any required disclosure of an amendment to or waiver from [removed: the] [added: such] Code [removed: of Business Conduct and Ethics] that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our Internet website located at www.dollargeneral.com promptly following the amendment or waiver.

_(e) Audit Committee Information._ Information required by this Item 10 regarding our audit committee and our audit committee financial experts is contained under the captions "Corporate Governance—Does the Board [added: of Directors] have standing Audit, Compensation and Nominating Committees" and "—Does Dollar General have an audit committee financial expert serving on its Audit Committee" in the [removed: 2015] [added: 2016] Proxy Statement, which information under such captions is incorporated herein by reference.

_(b) Compliance with Section 16(a) of the Exchange_ Act.

The information required by this Item 11 regarding director and executive officer compensation, the Compensation Committee Report, the risks arising from our compensation policies and practices for employees, and compensation committee interlocks and insider participation is contained under the captions "Director Compensation" and "Executive Compensation" in the [removed: 2015] [added: 2016] Proxy Statement, which information under such captions is incorporated herein by reference.

_(a) Equity Compensation Plan Information._ The following table sets forth information about securities authorized for issuance under our compensation plans (including individual compensation arrangements) as of January [removed: 30, 2015:][added: 29, 2016:]

Column (a) consists of shares of common stock issuable upon exercise of outstanding options and upon vesting and payment of share units [added: and deferred shares, including dividend equivalents accrued thereon,] under the Amended and Restated 2007 Stock Incentive Plan.

Share [removed: units] [added: units, deferred shares and dividend equivalents] are settled for shares of common stock on a one-for-one basis and have no exercise price.

Accordingly, [removed: those units] [added: they] have been excluded for purposes of computing the weighted-average exercise price in column (b).

_(b) Other Information._ The information required by this Item 12 regarding security ownership of certain beneficial owners and our management is contained under the caption "Security Ownership" in the [removed: 2015] [added: 2016] Proxy Statement, which information under such caption is incorporated herein by reference.

| Equity compensation plans approved by security holders(1) | | | 3,539,160 | | $ | 56.43 | | | 18,556,241 | |

| Total(1) | | | 3,539,160 | | $ | 56.43 | | | 18,556,241 | |

| Equity compensation plans approved by security holders(1) | | | 3,873,280 | | $ | 44.22 | | | 19,025,398 | |

| Total(1) | | | 3,873,280 | | $ | 44.22 | | | 19,025,398 | |

The information required by this Item 13 regarding certain relationships and related transactions is contained under the caption "Transactions with Management and Others" in the [removed: 2015] [added: 2016] Proxy Statement, which information under such caption is incorporated herein by reference.

The information required by this Item 13 regarding director independence is contained under the caption "Director Independence" in the [removed: 2015] [added: 2016] Proxy Statement, which information under such caption is incorporated herein by reference.

The information required by this Item 14 regarding fees we paid to our principal accountant and the pre-approval policies and procedures established by the Audit Committee of our Board of Directors is contained under the caption "Fees Paid to Auditors" in the [removed: 2015] [added: 2016] Proxy Statement, which information under such caption is incorporated herein by reference.

[added: | (a) | |] Report of Independent Registered Public Accounting Firm [added: | | | | |]

[added: | | |] Consolidated Balance Sheets [added: | | | | |]

[added: | | |] Consolidated Statements of Income [added: | | | | |]

[added: | | |] Consolidated Statements of Comprehensive Income [added: | | | | |]

[added: | | |] Consolidated Statements of Shareholders' Equity [added: | | | | |]

[added: | | |] Consolidated Statements of Cash Flows [added: | | | | |]

[added: | | |] Notes to Consolidated Financial Statements [added: | | | | |]

[added: | (b) | |] All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable or the information is included in the Consolidated Financial Statements and, therefore, have been omitted. [added: | | | | |]

[added: | (c) | |] Exhibits: See Exhibit Index immediately following the signature pages hereto, which Exhibit Index is incorporated by reference as if fully set forth herein. [added: | | | | |]

We, the undersigned directors and officers of the registrant, hereby severally constitute [removed: Richard W.][added: Todd J.]

[removed: Tehle,] [added: Elliott,] and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

| Name | | Title | | Date | [removed: | |]

| /s/ [removed: DAVID M. TEHLE DAVID M. TEHLE] [added: JOHN W. GARRATT JOHN W. GARRATT] | | Executive Vice President & Chief Financial Officer (Principal Financial [removed: and Accounting] Officer) | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| /s/ WARREN F. BRYANT WARREN F. BRYANT | | Director | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| /s/ MICHAEL M. CALBERT MICHAEL M. CALBERT | | Director | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| /s/ SANDRA B. COCHRAN SANDRA B. COCHRAN | | Director | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| /s/ PATRICIA [added: D.] FILI-KRUSHEL PATRICIA [added: D.] FILI-KRUSHEL | | Director | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| /s/ PAULA A. PRICE PAULA A. PRICE | | Director | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| /s/ WILLIAM C. RHODES, III WILLIAM C. RHODES, III | | Director | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| /s/ DAVID B. RICKARD DAVID B. RICKARD | | Director | | [removed: |] March [removed: 20, 2015 |] [added: 22, 2016] |

| | 4.2 | | Form of 4.125% Senior Notes due 2017 (included in Exhibit [removed: 4.4)] [added: 4.7)] |

| | [removed: 4.3] [added: 4.6] | | Indenture, dated as of July 12, 2012, between Dollar General Corporation, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation's Current Report on Form 8-K dated July 12, 2012, filed with the SEC on July 17, 2012 (file no. 001-11421)) |