Dollar General (DG) 10-K risk factor changes: FY2019 vs FY2019

[removed: Economic] [added: Economic] factors may reduce our customers’ spending, impair our ability to execute our strategies and initiatives, and increase our costs and expenses, which could result in materially decreased sales or [removed: profitability.][added: profitability.]

Factors that could reduce our customers’ disposable income include but are not limited to high unemployment or underemployment [removed: levels;] [added: levels or decline in real wages;] inflation; higher fuel, energy, healthcare and housing costs, interest rates, consumer debt levels, and tax rates; tax law changes that negatively affect credits and refunds; lack of available credit; and decreases in, or elimination of, government subsidies such as unemployment and food assistance programs.

[removed: Our] [added: Our] plans depend significantly on strategies and initiatives designed to increase sales and profitability and improve the efficiencies, costs and effectiveness of our operations, and failure to achieve or sustain these plans could materially affect our results of [removed: operations.][added: operations.]

Many of these factors are made even more challenging by the [added: number and] diverse geographic locations of our stores and distribution centers and our decentralized field management.

The success of our DG Fresh [removed: initiative] [added: initiative, our cold chain self-distribution initiative,] further depends in part on our ability to effectively transition these distribution operations from our current service providers without business disruption, as well as on the availability of certain supply chain resources, including temperature-controlled distribution centers, refrigerated transportation equipment, and drivers.

The success of our Fast Track [removed: initiative] [added: initiative, which is designed to enhance our in-store labor productivity, on-shelf availability and customer convenience,] further depends in part on [removed: vendor cooperation, successful implementation and maintenance of the necessary technology,] customer interest and [removed: adoption, and] [added: adoption of self-checkout,] our ability to gain cost efficiencies and control shrink levels from the [removed: initiative.][added: initiative, vendor cooperation, and successful implementation and maintenance of the necessary technology.]

[removed: If] [added: If] we cannot timely and cost-effectively execute our real estate projects and meet our financial expectations, or if we do not anticipate or successfully address [removed: all of] the challenges imposed by our expansion, including into new states or [removed: metro] [added: urban] areas, it could materially impede our planned future growth and our [removed: profitability.][added: profitability.]

Delays in or failure to complete [removed: any] [added: a significant portion] of our real estate projects, or failure to meet our financial expectations for these projects, could materially adversely affect our growth and our profitability.

Our ability to timely open, relocate and remodel profitable stores and expand into additional market areas is a key component of our planned future growth and may depend in part on: the availability of suitable store locations and capital funding; the absence of entitlement process or occupancy [removed: delays;] [added: delays, including zoning restrictions and moratoria on small box discount retail development passed by local governments;] the ability to negotiate acceptable lease and development [removed: terms,] [added: terms (for example, real estate development requirements and cost of building materials and labor),] to cost-effectively hire and train new personnel, especially store managers, and to identify and accurately assess sufficient customer demand; and general economic conditions.

We also may not anticipate or successfully address all of the challenges imposed by the expansion of our operations, including into new states or [removed: metro] [added: urban] areas where we have limited or no meaningful experience or brand recognition.

In addition, many new stores will be located in areas where we have existing stores, which [added: inadvertently] may [removed: result in inadvertent oversaturation and] temporarily or permanently divert [added: a larger than anticipated number of] customers and sales from our existing stores, thereby adversely affecting our overall financial performance.

[removed: We] [added: We] face intense competition that could limit our growth opportunities and materially adversely affect our results of [removed: operations, financial condition] [added: operations] and [removed: liquidity.][added: financial condition.]

The retail business is highly competitive with respect to price, customers, store location, merchandise quality, product assortment and presentation, service offerings, in-stock consistency, customer service, [added: ease of shopping experience,] promotional activity, employees, and market share.

Certain of our competitors have greater financial, distribution, marketing and other resources, and may be able to secure better arrangements with suppliers, than [removed: we.][added: we can.]

Competition [removed: has intensified,] [added: is intense,] and is expected to continue to [removed: do] [added: be] so, [removed: as] [added: with certain] competitors [added: reducing their store locations while others] enter or increase their presence in our geographic and product markets [added: (including through the expansion of availability of delivery services)] and expand availability of mobile, web-based and other digital [removed: technologies.]

[added: If our competitors or others were to enter our industry in a significant way, including through alliances or other business combinations, it could significantly alter the competitive dynamics of the retail] marketplace and result in competitors with greatly improved competitive positions, [removed: as well as competitors providing a wider variety of products and services at competitive prices,] which could materially affect our financial performance.

If we fail to [added: anticipate or] respond effectively to competitive pressures and industry changes, it could materially affect our results of [removed: operations, financial condition] [added: operations] and [removed: liquidity.][added: financial condition.]

[removed: Inventory] [added: Inventory] shrinkage may negatively affect our results of operations and financial [removed: condition.][added: condition.]

Although some level of inventory shrinkage is an unavoidable cost of doing business, [removed: if we were to experience] higher rates of inventory shrinkage or [removed: incur] increased security or other costs to combat inventory [removed: theft,] [added: theft could adversely affect] our results of operations and financial [removed: condition could be affected adversely.][added: condition.]

[removed: Our] [added: Our] cash flows from operations, profitability and financial condition may be negatively affected if we are not successful in managing our inventory [removed: balances.][added: balances.]

Our inventory balance represented approximately [removed: 53%] [added: 55%] of our total assets exclusive of [removed: goodwill] [added: goodwill, operating lease assets,] and other intangible assets as of [removed: February 1, 2019.][added: January 31, 2020.]

We must maintain sufficient inventory levels and an appropriate product mix to meet our customers’ demands without allowing those levels to increase [removed: to] such [removed: an extent] that the costs to store and hold the goods unduly impacts our financial results or [removed: that] increases the risk of inventory shrinkage.

If we do not accurately predict customer [removed: trends or] [added: trends,] spending levels, or [removed: if we inappropriately] price [removed: products,] [added: sensitivity,] we may have to take unanticipated markdowns to dispose of the excess inventory, which also can adversely affect our financial results.

[removed: Failure] [added: Failure] to maintain the security of our business, customer, employee or vendor information [added: or to comply with privacy laws] could expose us to litigation, government enforcement actions and costly response measures, and could materially harm our reputation and affect our business and financial [removed: performance.][added: performance.]

Moreover, [removed: employee error or malfeasance] [added: inadvertent] or [removed: other irregularities] [added: malicious employee actions] could result in a defeat of security measures and compromise our or our third-party vendors’ information systems.

If cyberattackers obtain customer, employee or [removed: partner] [added: vendor] passwords through unrelated third-party breaches, these passwords could be used to gain access to their information or accounts with us.

Because we accept debit and credit cards for payment, we are subject to industry data protection standards and protocols, such as the Payment Card Industry Data Security Standards, issued by the Payment Card [removed: Industry Security Standards Council.]

A significant security breach of any kind experienced by us or one of our vendors, which could be undetected for a period of time, or a significant failure by us [added: or one of our vendors] to comply with applicable privacy and information security laws, regulations and standards could expose us to risks of data loss, litigation, government enforcement actions, fines or penalties, credit card brand assessments, negative publicity and reputational harm, business disruption and costly response measures (for example, providing notification to, and credit monitoring services for, affected individuals, as well as further upgrades to our security measures) which may not be covered by or may exceed the coverage limits of our insurance policies, and could materially disrupt our operations.

[removed: A] [added: A] significant disruption to our distribution network, the capacity of our distribution centers or the timely receipt of inventory could adversely affect sales or increase our transportation costs, which would decrease our [removed: profitability.][added: profitability.]

We rely on our distribution and transportation network to provide goods to our stores timely and [removed: cost‑effectively.][added: cost-effectively.]

Any disruption, unanticipated or unusual expense or operational failure related to this process (for example, delivery [removed: delays] [added: delays, including as a result of pandemic outbreaks,] or increases in transportation costs, including increased fuel costs, [added: import freight costs,] carrier or driver wages as a result of driver shortages; a decrease in transportation capacity for overseas shipments; labor shortages; or work stoppages for slowdowns) could negatively impact sales and profits.

Delays in opening such facilities could adversely affect our financial performance by slowing store [removed: growth,] [added: growth or the rollout of certain strategic initiatives such as our DG Fresh initiative,] which may in turn reduce revenue growth, or by increasing transportation [added: and product] costs.

[removed: Risks] [added: Risks] associated with or faced by our suppliers could adversely affect our financial [removed: performance.][added: performance.]

In [removed: 2018,] [added: 2019,] our [removed: three] [added: two] largest suppliers each accounted for approximately 8% of our purchases.

If one or more of our current sources of supply became unavailable, we believe we [removed: would] generally [added: would] be able to obtain alternative sources, but it could increase our merchandise costs and supply chain lead time, result in a temporary reduction in store inventory levels, and reduce the [added: selection and] quality of our merchandise.

Additionally, if a supplier fails to deliver on its commitments, we could experience merchandise [removed: out‑of‑stocks] [added: out-of-stocks] that could lead to lost sales and reputational harm.

We directly imported approximately 6% of our purchases (measured at cost) in [removed: 2018,] [added: 2019,] 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, acts of war, currency fluctuations, disruptions in maritime lanes, port labor disputes, [removed: and] economic conditions and instability in countries in which foreign suppliers are [added: located, the financial instability of suppliers, failure to meet our standards, issues with our suppliers’ labor practices 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, pandemic outbreaks, merchandise quality or safety issues, transport availability and cost, increases in wage rates and taxes, transport]

[removed: located, the financial instability of suppliers, failure to meet our standards, issues with our suppliers’ labor practices 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, transport availability and cost, increases in wage rates and taxes, transport] security, inflation, and other factors relating to suppliers and the countries in which they are located or from which they import, often are beyond our control and could adversely affect our operations and profitability.

While we are working to diversify our sources of imported goods, a substantial amount of our imported merchandise comes from China, and thus, a change in the Chinese leadership, [added: the effects of pandemic outbreaks including COVID-19,] economic and market conditions, internal economic stimulus actions, or currency or other policies, as well as trade relations between China and the United States and increases in costs of labor and wage taxes, could negatively impact our merchandise costs.

technologies to facilitate a more convenient and competitive online and in-store shopping experience.

Like other retailers, we and our vendors have experienced threats to data and systems, including by perpetrators of attempted random or targeted malicious cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software and attempts to misappropriate our information and cause system failures and disruptions.

Industry Security Standards Council.

The recent outbreak of the strain of COVID-19 has led various governments to take precautionary measures to limit the spread of the virus, including port closures and other restrictions, which could disrupt the global transportation and distribution of goods resulting in product delivery delays or higher delivery prices.

As of the date of this filing, we do not anticipate that supply chain disruptions either known or experienced to date as a result of the COVID-19 outbreak are likely to have a material impact on our financial results in 2020.

However, the extent to which the COVID-19 outbreak may impact our distribution network, results of operations (including sales) or business in the future is uncertain as the situation continues to evolve, and such impact could be more significant.

We currently expect delays in the receipt of certain goods as a result of the COVID-19 outbreak, but as of the date of this filing, we do not anticipate that these known supply chain disruptions experienced to date as a result of the COVID-19 outbreak are likely to have a material impact on our financial results in 2020.

However, the extent to which the COVID-19 outbreak may impact our supply chain, results of operations (including sales) or business in the future is uncertain as the situation continues to evolve, and such impact could be more significant.

and reputational damage.

For example, we are involved in certain legal proceedings as discussed in Note 7 to the consolidated financial statements.

performance could be materially adversely affected through an inability to make deliveries or provide other support functions to our stores and through lost sales.

We are currently testing a cold chain self-distribution initiative, which we refer to as our DG Fresh initiative, and also testing an initiative we refer to as Fast Track, which is designed to enhance our in-store labor productivity, on-shelf availability, and customer convenience.

We remain vulnerable to the risk that our competitors or others could enter our industry in a significant way, including through the introduction of new store formats.

Further, consolidation or other business combinations or alliances within the retail industry could significantly alter the competitive dynamics of the retail

Unseasonal or significant weather conditions can affect consumer shopping patterns or prevent customers from reaching our stores, which could lead to lost sales or higher markdowns.

many subjective assumptions, estimates and judgments by our management.

[removed: This] [added: _This] discussion and analysis should be read with, and is qualified in its entirety by, the Consolidated Financial Statements and the notes thereto.

It also should be read in conjunction with the Cautionary Disclosure Regarding [removed: Forward‑Looking] [added: Forward-Looking] Statements and the Risk Factors disclosures set forth in the Introduction and in Item 1A of this report, [removed: respectively.][added: respectively._]

[removed: Executive Overview][added: Executive Overview]

We are among the largest discount retailers in the United States by number of stores, with [removed: 15,472] [added: 16,368] stores located in [removed: 44] [added: 45] states as of [removed: March 1, 2019,] [added: February 28, 2020,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

The primary macroeconomic factors that affect our core customers include the unemployment and underemployment rates, wage growth, [removed: fuel prices,] changes in U.S. and global trade policy (including price increases from tariffs), and changes to certain government assistance programs, such as the Supplemental Nutrition Assistance Program.

Additionally, our customers are impacted by increases in those expenses that generally comprise a large portion of their household budget, such as [removed: rent] [added: rent, healthcare] and [removed: healthcare.][added: fuel prices.]

As we work to provide everyday low prices and meet our customers’ affordability needs, we remain focused on enhancing our margins through effective category management, inventory shrink reduction initiatives, private brands penetration, distribution and transportation [removed: efficiencies (including a test to self-distribute fresh and frozen products, which we call “DG Fresh”),] [added: efficiencies,] global sourcing, and pricing and markdown optimization.

[removed: Throughout 2018, our] [added: Our] sales mix [added: has] continued to shift slightly toward consumables, and, within consumables, slightly toward lower margin departments such as [removed: perishables and tobacco.][added: perishables.]

This [removed: non-consumables initiative is a] merchandising [removed: strategy that] [added: strategy, which is continuing to evolve and help shape our approach to non-consumable categories throughout the chain,] offers a new, differentiated and limited assortment that will change throughout the year.

As we [removed: look to roll out] [added: extend] this initiative more [removed: broadly in 2019,] [added: broadly, as well as incorporate certain related merchandising efforts throughout] our [added: chain, our] goal [removed: for this initiative] is to continue to improve the shopping experience while delivering exceptional value within key areas of our non-consumable categories.

Tariffs [removed: currently in effect] on products from China, as applied to both our direct imports and domestic purchases, did not have a [added: net] material impact on our financial results in [removed: fiscal 2018.][added: 2019.]

We [removed: continue to work to minimize price increases to our customers and to] [added: believe we can] mitigate the potential sales and margin impact of [removed: current and potential future] [added: such increased] tariffs [added: on our financial results in 2020] through various [added: sourcing,] merchandising [added: and pricing] efforts.

There can be no assurance we will be successful in our efforts to mitigate [removed: these] [added: the] impacts [added: of existing or future tariffs] in whole or in [removed: part.][added: part, including but not limited to any impacts on customer spending.]

In [removed: 2018,] [added: 2019,] we opened [removed: 900] [added: 975] new stores, remodeled [removed: 1,050] [added: 1,024] stores, and relocated [removed: 115] [added: 100] stores.

For [removed: 2019,] [added: 2020,] we plan to open approximately [removed: 975] [added: 1,000] new stores, remodel approximately [removed: 1,000] [added: 1,500] stores, and relocate approximately [removed: 100] [added: 80] stores for [removed: an approximate] [added: a] total of [removed: 2,075] [added: 2,580] real estate projects.

We expect that our traditional 7,300 square foot store format will continue to be the primary store layout for new [removed: stores, relocations and remodels] [added: stores] in [removed: 2019.][added: 2020.]

We expect approximately [removed: 500] [added: 1,125] of the planned [removed: 1,000] [added: 1,500] remodels in [removed: 2019] [added: 2020] to use [removed: the] [added: a] higher-cooler-count store format that enables us to offer an increased selection of perishable [removed: items.][added: items, with the traditional store format the primary store layout for the remainder of the real estate projects.]

In addition, our smaller format store (less than 6,000 square feet) [removed: allows] [added: is expected to allow] us to capture growth opportunities in [removed: metropolitan areas as well as in rural areas with a low number of households.][added: urban areas.]

To support our new store growth and drive productivity, we [removed: continue] [added: have continued] to make investments in our traditional distribution center network for non-refrigerated merchandise.

[removed: Most recently, we] [added: We] began shipping from our distribution [removed: center] [added: centers] in Longview, Texas [added: and Amsterdam, New York] in January [removed: 2019.][added: 2019 and December 2019, respectively.]

[removed: In 2019, we will be testing] [added: We are continuing our rollout of the] “DG [removed: Fresh”,] [added: Fresh” initiative,] a self-distribution model for fresh and frozen products that is designed to enhance sales, reduce product costs, improve our in-stock position and enhance item [removed: assortment; and Fast Track, an initiative aimed at further enhancing our convenience proposition and in-stock position as well as increasing labor productivity within our stores.][added: assortment.]

These and certain other strategic initiatives will require us to incur upfront expenses for [removed: which] [added: which, in some respects,] there may not be an immediate [added: or acceptable] return in terms of sales or enhanced profitability.

Certain [added: of our] operating [removed: expenses] [added: expenses,] such as wage rates and occupancy [removed: costs] [added: costs,] have continued to increase in recent [removed: years.][added: years, due primarily to market forces.]

To further enhance shareholder [removed: return,] [added: returns,] we repurchased shares of our common stock and paid quarterly cash dividends throughout [removed: 2018.][added: 2019.]

In [removed: 2019,] [added: 2020,] we intend to continue our share repurchase activity, and to pay quarterly cash dividends, subject to Board discretion and approval.

A continued focus on our four operating priorities as discussed above, coupled with strong cash flow management and share repurchases resulted in solid overall operating and financial performance in [removed: 2018 as compared to 2017,] [added: 2019] as [removed: set forth below.]

| | [removed: · |] [added: ●] | Net sales in [removed: 2018] [added: 2019] increased [removed: 9.2%] [added: 8.3%] over [removed: 2017.] [added: 2018.] Sales in same-stores increased [removed: 3.2%,] [added: 3.9%,] primarily due to [removed: an increase] [added: increases] in average transaction [removed: amount.] [added: amount and customer traffic.] Average sales per square foot in [removed: 2018] [added: 2019] were [removed: $231] [added: $237] compared to [removed: $227] [added: $231] in [removed: 2017.] [added: 2018.] |

| | [removed: · |] [added: ●] | Our gross profit rate [removed: decreased] [added: increased] by [removed: 32] [added: 14] basis points due primarily to higher [removed: markdowns, a greater proportion of sales of consumables compared to non-consumables, and increased transportation costs.] [added: initial markups on inventory purchases.] |

| | [removed: · |] [added: ●] | Operating profit increased [removed: 5.4%] [added: 8.8%] to [removed: $2.12] [added: $2.30] billion in [removed: 2018] [added: 2019] compared to [removed: $2.01] [added: $2.12] billion in [removed: 2017.] [added: 2018.] |

[removed: | | · | |] The [removed: increase in the] effective income tax rate [removed: to 21.1%] [added: was higher] in 2018 [removed: from 19.3% in 2017 was due] primarily [added: due] to the [added: one-time] remeasurement of [added: the federal portion of our] deferred tax assets and liabilities [added: at 21%] in [added: 2017, which was offset by the reduction in the current federal tax rate from 33.7% in] 2017 [removed: related] to [removed: tax reform. |][added: 21% in 2018.]

| | [removed: · |] [added: ●] | We reported net income of [removed: $1.59] [added: $1.71] billion, or [removed: $5.97] [added: $6.64] per diluted share, for [removed: 2018] [added: 2019] compared to net income of [removed: $1.54] [added: $1.59] billion, or [removed: $5.63] [added: $5.97] per diluted share, for [removed: 2017.] [added: 2018.] |

| | [removed: · |] [added: ●] | Inventory turnover was [removed: 4.6 times on a rolling four-quarter basis. Inventories] [added: 4.4 times, and inventories] increased [removed: 7.3%] [added: 7.8%] on a per store basis compared to [removed: 2017.] [added: 2018.] |

| | [removed: · |] [added: ●] | We repurchased approximately [removed: 9.9] [added: 8.3] million shares of our outstanding common stock for [removed: $1.0] [added: $1.2] billion. |

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

[added: _Accounting Periods._] The following text contains references to years [added: 2019,] 2018, [removed: 2017,] and [removed: 2016,] [added: 2017,] which represent fiscal years ended [added: January 31, 2020,] February 1, 2019, [added: and] February 2, 2018, [removed: and February 3, 2017,] respectively.

Fiscal years [added: 2019,] 2018 and 2017 were [added: each] 52-week accounting [removed: periods and fiscal year 2016 was a 53-week accounting period.][added: periods.]

The following table contains results of operations data for fiscal years [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] and the dollar and percentage variances among those years.

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] | | | | | [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | | | | [added: ​] |

| [removed: (amounts] [added: (amounts] in millions, [removed: except] [added: except] | | [added: ​] | [added: ​] | | [added: ​] | [added: ​] | | [added: ​] | [added: ​] | | [removed: Amount] [added: Amount] | | | [removed: %] [added: %] | | [removed: Amount] [added: Amount] | | | [removed: %] [added: %] | [added: ​] |

| [removed: per] [added: per] share [removed: amounts)] [added: amounts)] | [added: ​] | [removed: 2018] [added: 2019] | | [added: ​] | [removed: 2017] [added: 2018] | | [added: ​] | [removed: 2016] [added: 2017] | | [added: ​] | [removed: Change] [added: Change] | | [added: ​] | [removed: Change] [added: Change] | | [removed: Change] [added: Change] | | [added: ​] | [removed: Change] [added: Change] | [added: ​] |

Additionally, our refreshed approach to our non-consumable product offerings has been implemented in approximately 2,400 stores as of the end of 2019.

We currently operate five DG Fresh distribution facilities, which served more than 6,000 stores as of February 28, 2020.

However, as noted above, changes in trade policy that result in higher prices for our customers may negatively impact their budgets, and consequently, their spending, and additional increases in tariff rates or expansion of products subject to tariffs may have a more significant impact on our future business.

We have limited insight into the extent to which our business may be impacted by the COVID-19 coronavirus outbreak, and there are many unknowns.

While we currently expect delays in the receipt of certain goods in 2020 as a result of this outbreak, we do not currently anticipate a material impact to our financial results in 2020 due to these delays.

Further delays in the receipt of goods, or other unanticipated impacts to our supply chain, including on direct imports or goods purchased domestically, our stores or our customers, could have a more significant impact on our future business (including sales), and we are continuing to monitor this evolving situation.

Additionally, the majority of both new stores and remodels will incorporate higher-capacity coolers.

The acceleration of remodels in 2020 and the increased usage of the higher-cooler-count formats is expected to allow us to capture additional growth opportunities within our existing markets.

We also have launched “Fast Track”, an initiative aimed at further enhancing our convenience proposition and in-stock position as well as increasing labor productivity within our stores.

The first phase of Fast Track involved sorting process optimization within our distribution centers, as well as increased shelf-ready packaging, to allow for greater store-level stocking efficiencies, followed by the second-phase pilot of a self-checkout option in a limited number of stores.

We have completed the sorting process optimization at all of our non-refrigerated distribution centers.

Additionally, we have launched the self-checkout pilot in a select number of stores.

We utilize key performance indicators (“KPIs”) in the management of our business.

Our KPIs include same-store sales, average sales per square foot, and inventory turnover.

We include stores that have been remodeled, expanded or relocated in our same-store sales calculation.

Net sales per square foot is calculated based on total sales for the preceding 12 months as of the ending date of the reporting period divided by the average selling square footage during the period, including the end of the fiscal year, the beginning of the fiscal year, and the end of each of our three interim fiscal quarters.

Inventory turnover is calculated based on total cost of goods sold for the preceding four quarters divided by the average inventory balance as of the ending date of the reporting period, including the end of the fiscal year, the beginning of the fiscal year, and the end of each of our three interim fiscal quarters.

Each of these measures is commonly used by investors in retail companies to measure the health of the business.

We use these measures to maximize profitability and for decisions about the allocation of resources.

compared to 2018, as set forth below.

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| | ● | SG&A increased by 9 basis points primarily reflecting our estimate for the settlement of certain legal matters. |

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| | ● | The increase in the effective income tax rate to 22.2% in 2019 from 21.1% in 2018 was due primarily to changes in state income tax laws and income tax benefits arising from the Tax Cuts and Jobs Act in 2018 that did not reoccur in 2019. |

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| | ● | We generated approximately $2.24 billion of cash flows from operating activities in 2019, an increase of 4.4% compared to 2018. |

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

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*​*

_Seasonality_.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

_Net Sales_.

The increase in average transaction amount was driven by higher average item retail prices.

of our total sales.

*​*

Higher initial markups on inventory purchases and a lower LIFO provision contributed to the increase in the gross profit rate.

Following an in-depth analysis, in 2018 we began testing a refreshed approach to our non-consumable product offerings.

In 2019, we also are testing two initiatives aimed at driving sales and enhancing our position as a low-cost operator, as discussed further below.

The recently postponed increase in tariff rates applicable to products from China, if ultimately implemented, as well as any other future increase in tariff rates or the expansion of products subject to tariffs, may have a more significant impact on our business and on our customers’ budgets.

In addition, our distribution center in Amsterdam, New York is currently under construction, and we expect to begin shipping from this facility later in 2019.

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

| | · | | SG&A decreased by 1 basis point and was impacted by reduced repairs and maintenance expenses offset by increases in occupancy costs and depreciation expenses. |

| | · | | We generated approximately $2.14 billion of cash flows from operating activities in 2018, an increase of 18.9% compared to 2017 as described in detail below. We primarily utilized our cash flows from operating activities to invest in the growth of our business, repurchase our common stock, and pay quarterly cash dividends. |

Accounting Periods.

Seasonality.

| | | | | | | | | | | | | | | | | | | | | |

Net Sales.

relative to 2017.

Same-store sales results in 2017 for the three non-consumables categories, when aggregated, were positive.

Net sales for the 53rd week of 2016 totaled $398.7 million.

Gross Profit.

Higher markdowns, which were primarily for promotional activities, and increases in transportation costs also reduced the gross profit rate, and these factors were partially offset by higher initial markups on inventory purchases and an improved rate of inventory shrinkage.

SG&A.

The 2017 amounts reflect increased retail labor expenses, which includes our investment in store manager compensation, increased occupancy costs, and higher incentive compensation, each of which increased at a rate greater than the increase in net sales.

Partially offsetting these increased expenses were reduced advertising costs, and costs that increased at a rate less than the increase in net sales, including utilities and waste management costs primarily resulting from our recycling efforts.

The 2017 amounts include costs related to the closure of 35 underperforming stores discussed above.

The 2017 amounts also reflect an increase in hurricane and other disaster-related expenses of approximately $18.0 million compared to 2016.

SG&A as a percentage of sales was favorably impacted in 2016 by increased sales including the 53rd week discussed above, among other factors.

Interest Expense.

Interest expense increased $2.8 million to $99.9 million in 2018 compared to 2017 primarily due to higher average interest rates which was partially offset by a decrease in average debt outstanding.

Interest expense decreased $0.8 million to $97.0 million in 2017 compared to 2016.

Income Taxes.

The effective income tax rates for 2018, 2017, and 2016 were expenses of 21.1%, 19.3%, and 36.3%, respectively.

Under accounting standards for income taxes, the impact of new tax legislation must be taken into account in the period in which the new legislation is enacted, including the remeasurement of deferred tax assets and liabilities at the tax rates at which such items are expected to reverse in future periods.

The effective income tax rate was higher in 2018 primarily due to the one-time remeasurement of the deferred tax assets and liabilities at 21% in 2017, which was offset by the reduction in the current federal tax rate from 33.7% in 2017 to 21% in 2018.

The effective income tax rate was lower in 2017 primarily due to the one-time remeasurement of the federal portions of our deferred tax assets and liabilities at 21%, accompanied by the changes in the federal income tax laws pursuant to the Act that lowered our statutory federal tax rate to 33.7% for the 2017 fiscal year, compared to 35% in 2016.

In 2016, we experienced product cost deflation reflecting reductions in commodity costs primarily related to food products.

As of February 1, 2019, the commitment fee rate was 0.15%.

Interest payments on the 2028 Senior Notes commenced on November 1, 2018.

| | | | | | | | | | | | | | | | | |

| Long-term debt obligations | | $ | 2,873,260 | | $ | 367,425 | | $ | 1,135 | | $ | 901,245 | | $ | 1,603,455 | |

| Capital lease obligations | | | 10,977 | | | 1,425 | | | 2,736 | | | 1,964 | | | 4,852 | |

| Interest(a) | | | 658,016 | | | 104,549 | | | 188,700 | | | 165,256 | | | 199,511 | |

| Self-insurance liabilities(b) | | | 237,762 | | | 107,530 | | | 84,780 | | | 30,090 | | | 15,362 | |

| Operating lease obligations(c) | | | 9,846,283 | | | 1,185,608 | | | 2,209,060 | | | 1,933,113 | | | 4,518,502 | |

| Subtotal | | $ | 13,626,298 | | $ | 1,766,537 | | $ | 2,486,411 | | $ | 3,031,668 | | $ | 6,341,682 | |

[removed: Financial] [added: Financial] Risk [removed: Management][added: Management]

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

Our principal interest rate exposure relates to outstanding amounts under our [removed: unsecured revolving credit facility] [added: Revolving Facility] as well as our commercial paper program.

As of [removed: February 1, 2019,] [added: January 31, 2020,] we had consolidated borrowings of [removed: $366.9] [added: $425.2] million under our commercial paper program and no borrowings outstanding under our Revolving Facility.

As of [removed: February 1, 2019,] [added: January 31, 2020,] no such interest rate swaps were outstanding and, as a result, we are exposed to fluctuations in variable interest rates under the Revolving Facility and our commercial paper program.

For a detailed discussion of our Revolving Facility and our commercial paper program, see Note [removed: 4] [added: 5] to the consolidated financial statements.

Based on our variable rate borrowing levels as of [removed: February 1, 2019] [added: January 31, 2020] and February [removed: 2, 2018,] [added: 1, 2019,] 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: $3.7] [added: $4.3] million in [removed: 2018] [added: 2019] and [removed: $6.1] [added: $3.7] million in [removed: 2017.][added: 2018.]

[removed: General][added: General]

We are among the largest discount retailers in the United States by number of stores, with [removed: 15,472] [added: 16,368] stores located in [removed: 44] [added: 45] states as of [removed: March 1, 2019,] [added: February 28, 2020,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

[removed: Our History][added: Our History]

In November 2009 our common stock again became publicly [removed: traded,] [added: traded on the New York Stock Exchange under the symbol “DG”,] and in December 2013 the entity controlled by investment funds affiliated with KKR sold its remaining shares of our common stock.

[removed: Our] [added: Our] Business [removed: Model][added: Model]

In [removed: 2018,] [added: 2019,] we achieved our [removed: 29th] [added: 30th] consecutive year of positive same-store sales growth.

We believe that this growth, which has taken place in a variety of economic conditions, is a result of our compelling value and convenience proposition, although no assurances can be given that we will [added: continue to] achieve positive same-store sales growth in any given year.

[added: Compelling Value and Convenience Proposition.] Our ability to deliver highly competitive prices in convenient locations and our easy “in and out” shopping format create a compelling shopping experience that we believe distinguishes us from other discount retailers as well as convenience, drug, grocery, online and mass merchant retailers.

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

| | [removed: · |] [added: ●] | [removed: Everyday] [added: _Everyday] Low Prices on Quality [removed: Merchandise.] [added: Merchandise._] Our research indicates that we offer a price advantage over most food and drug retailers and that our prices are competitive with even the [added: largest discount retailers. 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 items per merchandise category, which we believe helps us maintain strong purchasing power. We offer nationally advertised brands at these everyday low prices in addition to offering our own private brands at substantially lower prices.] |

| | [removed: · |] [added: ●] | [removed: Convenient Locations.] [added: _Convenient Locations._] Our stores are conveniently located in a variety of rural, suburban and urban communities. We seek to locate our stores in close proximity to our customers, which helps drive customer loyalty and trip frequency and makes us an attractive alternative to large discount and other large-box retail and grocery stores. |

| | [removed: · |] [added: ●] | [removed: Time-Saving] [added: _Time-Saving] Shopping [removed: Experience.] [added: Experience._] We strive to provide customers with a highly convenient, easy to navigate shopping experience. Our small-box stores make it easier to get in and out quickly. Our product offering includes most necessities, such as basic packaged and refrigerated [added: or frozen] food and dairy products, cleaning supplies, paper products, health and beauty care items, tobacco products, greeting cards and other stationery items, basic apparel, housewares, hardware and automotive supplies, among others. Our convenient hours and broad merchandise offering allow our customers to fulfill their requirements for basic goods and minimize their need to shop elsewhere. |

[added: Substantial Growth Opportunities.] We believe we have substantial long-term growth potential in the [removed: U.S. We] [added: U.S., and we] have identified significant opportunities to add new stores in both existing and new markets.

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

[removed: Our Merchandise][added: Our Merchandise]

Additionally, our private brand products offer even greater value with options to purchase [added: both] products that [removed: we believe to be] [added: are] of comparable quality to national brands as well as [removed: value] [added: opening price point] items, each at substantial discounts to the national brands.

Consumables is our largest merchandise category and has [added: continued to] become a larger percentage of our total sales [removed: in recent years] as indicated in the table below.

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

Seasonal products include [removed: decorations,] [added: holiday items,] toys, batteries, small electronics, greeting cards, stationery, prepaid phones and accessories, gardening supplies, hardware, automotive and home office supplies.

| [added: ​] | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] | | [removed: 2016] [added: 2017] | |

| Consumables | | [removed: 77.5] [added: 78.0] | % | [removed: 76.9] [added: 77.5] | % | [removed: 76.4] [added: 76.9] | % |

| Seasonal | | [removed: 11.9] [added: 11.7] | % | [removed: 12.1] [added: 11.9] | % | [removed: 12.2] [added: 12.1] | % |

| Home products | | [removed: 5.9] [added: 5.8] | % | [removed: 6.0] [added: 5.9] | % | [removed: 6.2] [added: 6.0] | % |

| Apparel | | [removed: 4.7] [added: 4.5] | % | [removed: 5.0] [added: 4.7] | % | [removed: 5.2] [added: 5.0] | % |

[removed: The] [added: The] Dollar General [removed: Store][added: Store]

Our stores average approximately 7,400 square feet of selling [removed: space] [added: space,] and approximately 75% of our stores are located in towns of 20,000 or fewer people.

| [added: ​] | | [removed: Stores at] [added: Stores at] | | [added: ​] | | [added: ​] | | [removed: Net] [added: Net] | | [added: ​] | |

| [added: ​] | [added: ​] | [removed: Beginning] [added: Beginning] | [added: ​] | [removed: Stores] [added: Stores] | [added: ​] | [removed: Stores] [added: Stores] | [added: ​] | [removed: Store] [added: Store] | [added: ​] | [removed: Stores at] [added: Stores at] | |

| [removed: Year] [added: Year] | [added: ​] | [removed: of Year] [added: of Year] | [added: ​] | [removed: Opened] [added: Opened] | [added: ​] | [removed: Closed] [added: Closed] | [added: ​] | [removed: Increase] [added: Increase] | [added: ​] | [removed: End] [added: End] of [removed: Year] [added: Year] | |

| 2017 | | 13,320 | | 1,315 | | 101 | | 1,214 | | 14,534 | [added: ​] |

| 2018 | | 14,534 | | 900 | | 64 | | 836 | | 15,370 | [added: ​] |

[removed: Our Customers][added: Our Customers]

[removed: Our Suppliers][added: Our Suppliers]

Our [removed: three] [added: two] largest suppliers each accounted for [removed: approximately 8% of our purchases in 2018.]

Our private brands come from a [removed: diversified supplier base.][added: wide variety of suppliers.]

We directly imported approximately 6% of our purchases at cost in [removed: 2018.][added: 2019.]

We [removed: have] consistently [removed: managed] [added: have been able] to obtain sufficient quantities of core merchandise and believe that, if one or more of our current sources of supply became unavailable, we generally would be able to obtain alternative [added: sources; however, such alternative sources could increase our merchandise costs and supply chain lead time and expenses, result in a temporary reduction in store inventory levels, reduce our selection, or reduce the quality of our merchandise, and an inability to obtain alternative sources could adversely affect our sales.]

[removed: Distribution] [added: Distribution] and [removed: Transportation][added: Transportation]

We [removed: also have purchased a cold storage facility, and we are testing the self-distribution of fresh and frozen products, an initiative which we call “DG Fresh.” We continually] [added: regularly] analyze and rebalance the network to ensure that it remains efficient and provides the service levels our stores require.

We also own [removed: approximately 200] [added: more than 300] semi-trailer trucks with which we transport our merchandise.

limited shopping alternatives, as well as in larger and more competitive markets.

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

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| 2019 | | 15,370 | | 975 | | 67 | | 908 | | 16,278 | ​ |

approximately 8% of our purchases in 2019.

In addition to our traditional distribution centers, we now operate multiple temperature-controlled distribution facilities in support of “DG Fresh”, our strategic, multi-phased shift to self-distribution of frozen and refrigerated goods, such as dairy, deli and frozen products.

costs low, contributing to our ability to offer competitive everyday low prices to our customers.

Compelling Value and Convenience Proposition.

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

| largest discount retailers. 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 items per merchandise category, which we believe helps us maintain strong purchasing power. We offer nationally advertised brands at these everyday low prices in addition to offering our own private brands at substantially lower prices. |

| --- |

Substantial Growth Opportunities.

| | | | | | | | |

| | | | | | | | | | | | |

| 2016 | | 12,483 | | 900 | | 63 | | 837 | | 13,320 | |

sources; however, such alternative sources could increase our merchandise costs and supply chain lead time, result in a temporary reduction in store inventory levels, reduce our selection, or reduce the quality of our merchandise, and an inability to obtain alternative sources could adversely affect our sales.

We also have a distribution center in Amsterdam, New York under construction which is expected to be completed in 2019.

The information contained in Note [removed: 6] [added: 7] to the consolidated financial statements under the heading “Legal proceedings” contained in Part II, Item 8 of this report is incorporated herein by this reference.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ANNUAL REPORT PURSUANT TO SECTION] [added: ☒Annual Report Pursuant to Section] 13 [removed: OR] [added: or] 15(d) [removed: OF THE][added: of the Securities Exchange Act of 1934]

[removed: SECURITIES EXCHANGE ACT OF 1934][added: ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934]

[removed: For] [added: For] the fiscal year [removed: ended February 1, 2019][added: ended January 31, 2020, or]

[removed: Commission] [added: Commission] file [removed: number: 001-11421][added: number: 001-11421]

[removed: DOLLAR] [added: DOLLAR] GENERAL [removed: CORPORATION][added: CORPORATION]

[removed: (Exact] [added: _(Exact] name of registrant as specified in its [removed: charter)][added: charter)_]

| [removed: TENNESSEE] [added: TENNESSEE] | [removed: 61-0502302] [added: 61-0502302] |

| [removed: (State] [added: _(State] or other jurisdiction [removed: of] [added: of_] | [removed: (I.R.S. Employer] [added: _(I.R.S. Employer_] |

| [removed: incorporation] [added: _incorporation] or [removed: organization)] [added: organization)_] | [removed: Identification No.)] [added: _Identification No.)_] |

[removed: 100] [added: 100] MISSION [removed: RIDGE][added: RIDGE]

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

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

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

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [added: ​] | [added: Trading Symbol(s)] | [removed: Name] [added: | Name] of [removed: the] [added: each] exchange on which [removed: registered] [added: registered] |

| Common Stock, par value $0.875 per share | [added: ​] | [added: DG] | [added: ​ |] New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [removed: 12b‑2] [added: 12b-2] of the Exchange Act.

| [added: ​] | Emerging growth company ☐ |

The aggregate [removed: fair] market value of the registrant’s common stock outstanding and held by non-affiliates as of August [removed: 3, 2018] [added: 2, 2019] was [removed: $23.2] [added: $34.3] billion calculated using the closing market price of [removed: our] [added: the registrant’s] common stock as reported on the NYSE on such date [removed: ($98.23).][added: ($133.69).]

The registrant had [removed: 259,518,801] [added: 251,941,312] shares of common stock outstanding as of March [removed: 18, 2019.][added: 12, 2020.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Certain of the information required in Part III of this Form 10-K is incorporated by reference to the [removed: Registrant’s] [added: registrant’s] definitive proxy statement to be filed for the Annual Meeting of Shareholders to be held on May [removed: 29, 2019.][added: 27, 2020.]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [INTRODUCTION](#INTRODUCTION_973018) | | [added: ​] |

| [PART I](#PARTI_339286) | [added: ​] | [added: ​] |

| [added: ​] | [ITEM 1. BUSINESS](#ITEM1BUSINESS_302968) | 4 |

| [added: ​] | [ITEM 1A. RISK FACTORS](#RISKFACTORS) | 9 |

| [added: ​] | [ITEM 1B. UNRESOLVED STAFF COMMENTS](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_709342) | 17 |

| [added: ​] | [ITEM 2. PROPERTIES](#ITEM2PROPERTIES_848852) | [removed: 17] [added: 18] |

| [added: ​] | [ITEM 3. LEGAL PROCEEDINGS](#ITEM3LEGALPROCEEDINGS_83582) | 18 |

| [added: ​] | [ITEM 4. MINE SAFETY DISCLOSURES](#ITEM4MINESAFETYDISCLOSURES_135281) | [removed: 18] [added: 19] |

| [added: ​] | [removed: [EXECUTIVE OFFICERS OF THE REGISTRANT](#EXECUTIVEOFFICERSOFTHEREGISTRANT_442806)] [added: [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#EXECUTIVEOFFICERSOFTHEREGISTRANT_442806)] | 19 |

| [PART II](#PARTII_636053) | [added: ​] | [added: ​] |

| [added: ​] | [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_76) | 22 |

(Mark One)

​

For the transition period from ________ to ________

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| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

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10-K 1 dg-20190201x10k.htm 10-K

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | | |

As of [removed: March 1, 2019,] [added: February 28, 2020,] we operated [removed: 15,472] [added: 16,368] retail stores located in [removed: 44] [added: 45] states as follows:

| [removed: State] [added: State] | | [removed: Number] [added: Number] of [removed: Stores] [added: Stores] | | [removed: State] [added: State] | | [removed: Number] [added: Number] of [removed: Stores] [added: Stores] | |

| Delaware | | [removed: 45] [added: 47] | | North [removed: Carolina] [added: Dakota] | | [removed: 817] [added: 42] | [added: ​] |

Many [removed: stores] [added: stores, including a significant portion of our new stores,] are subject to build-to-suit arrangements with landlords, which typically carry a primary lease term of up to 15 years with multiple renewal options.

We also have stores subject to shorter-term [removed: leases] [added: leases,] and many of these leases have renewal options.

Approximately 7.25 acres of the land [removed: on which our Kentucky] [added: for one of the] distribution [removed: center is located] [added: centers] is subject to a ground lease.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Alabama | | 796 | | Nevada | | 22 | ​ |

| Arizona | | 121 | | New Hampshire | | 40 | ​ |

| Arkansas | | 452 | | New Jersey | | 148 | ​ |

| California | | 226 | | New Mexico | | 99 | ​ |

| Colorado | | 51 | | New York | | 495 | ​ |

| Connecticut | | 64 | | North Carolina | | 870 | ​ |

| Florida | | 900 | | Ohio | | 858 | ​ |

| Georgia | | 915 | | Oklahoma | | 461 | ​ |

| Illinois | | 578 | | Oregon | | 57 | ​ |

| Indiana | | 566 | | Pennsylvania | | 781 | ​ |

| Iowa | | 264 | | Rhode Island | | 20 | ​ |

| Kansas | | 247 | | South Carolina | | 564 | ​ |

| Kentucky | | 565 | | South Dakota | | 55 | ​ |

| Louisiana | | 574 | | Tennessee | | 815 | ​ |

| Maine | | 58 | | Texas | | 1,552 | ​ |

| Maryland | | 140 | | Utah | | 11 | ​ |

| Massachusetts | | 50 | | Vermont | | 37 | ​ |

| Michigan | | 574 | | Virginia | | 435 | ​ |

| Minnesota | | 163 | | West Virginia | | 249 | ​ |

| Mississippi | | 538 | | Wisconsin | | 192 | ​ |

| Missouri | | 547 | ​ | Wyoming | ​ | 1 | ​ |

| Nebraska | | 128 | ​ | ​ | ​ | ​ | ​ |

As of February 28, 2020, we operated 17 distribution centers for non-refrigerated merchandise with approximately 16.9 million square feet, four of which are leased and the remainder of which are owned.

We also leased approximately 1.1 million square feet of warehouse space in support of our distribution network for non-refrigerated merchandise.

In addition, we operated five cold storage distribution centers with approximately 1.1 million square feet, four of which are leased and one of which is owned, and we have executed leases for two additional cold storage distribution centers with approximately 0.7 million square feet, which are expected to be operational later in 2020.

| | | | | | | | |

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

| Alabama | | 760 | | Nebraska | | 123 | |

| Arizona | | 118 | | Nevada | | 22 | |

| Arkansas | | 433 | | New Hampshire | | 36 | |

| California | | 220 | | New Jersey | | 133 | |

| Colorado | | 47 | | New Mexico | | 100 | |

| Connecticut | | 56 | | New York | | 464 | |

| Florida | | 856 | | North Dakota | | 26 | |

| Georgia | | 872 | | Ohio | | 798 | |

| Illinois | | 547 | | Oklahoma | | 442 | |

| Indiana | | 525 | | Oregon | | 52 | |

| Iowa | | 242 | | Pennsylvania | | 738 | |

| Kansas | | 235 | | Rhode Island | | 16 | |

| Kentucky | | 530 | | South Carolina | | 542 | |

| Louisiana | | 559 | | South Dakota | | 52 | |

| Maine | | 55 | | Tennessee | | 780 | |

| Maryland | | 137 | | Texas | | 1,485 | |

| Massachusetts | | 45 | | Utah | | 11 | |

| Michigan | | 519 | | Vermont | | 36 | |

| Minnesota | | 136 | | Virginia | | 419 | |

| Mississippi | | 512 | | West Virginia | | 242 | |

| Missouri | | 518 | | Wisconsin | | 171 | |

A significant portion of our new stores are subject to build-to-suit arrangements.

As of March 1, 2019, we operated the following distribution centers for non-refrigerated merchandise:

| | | Year | | Approximate Square | | Number of | |

| Location | | Opened | | Footage | | Stores Served | |

| Scottsville, KY | | 1959 | | 720,000 | | 776 | |

| Ardmore, OK | | 1994 | | 1,310,000 | | 1,070 | |

| South Boston, VA | | 1997 | | 1,250,000 | | 1,065 | |

| Indianola, MS | | 1998 | | 820,000 | | 907 | |

| Fulton, MO | | 1999 | | 1,150,000 | | 1,272 | |

| Alachua, FL | | 2000 | | 980,000 | | 991 | |

| Zanesville, OH | | 2001 | | 1,170,000 | | 1,189 | |

| Jonesville, SC | | 2005 | | 1,120,000 | | 1,019 | |

| Marion, IN | | 2006 | | 1,110,000 | | 1,194 | |

| Bessemer, AL | | 2012 | | 940,000 | | 1,138 | |

| Lebec, CA | | 2012 | | 600,000 | | 444 | |

| Bethel, PA | | 2014 | | 1,000,000 | | 1,115 | |

| San Antonio, TX | | 2016 | | 920,000 | | 995 | |

Information regarding our current executive officers as of March [removed: 21, 2019] [added: 19, 2020] is set forth below.

| [removed: Name] [added: Name] | | [removed: Age] [added: Age] | | [removed: Position] [added: Position] |

| Todd J. Vasos | [added: ​] | [removed: 57] [added: 58] | [added: ​] | Chief Executive Officer and Director |

| John W. Garratt | [added: ​] | [removed: 50] [added: 51] | [added: ​] | Executive Vice President and Chief Financial Officer |

| Michael J. Kindy | [added: ​] | [removed: 53] [added: 54] | [added: ​] | Executive Vice President, Global Supply Chain |

| [removed: Jeffery C. Owen] [added: Steven G. Sunderland] | [added: ​] | [removed: 49] [added: 56] | [added: ​] | Executive Vice President, Store Operations |

| [removed: Robert D. Ravener] [added: Jason S. Reiser] | [added: ​] | [removed: 60] [added: 51] | [added: ​] | Executive Vice President and Chief [removed: People] [added: Merchandising] Officer |

[removed: | Jason S. Reiser | | 50 | |] [added: Mr. Reiser has served as] Executive Vice President and Chief Merchandising Officer [removed: |][added: since July 2017.]

| Rhonda M. Taylor | [added: ​] | [removed: 51] [added: 52] | [added: ​] | Executive Vice President and General Counsel |

| Carman R. Wenkoff | [added: ​] | [removed: 51] [added: 52] | [added: ​] | Executive Vice President and Chief Information Officer |

| Anita C. Elliott | [added: ​] | [removed: 54] [added: 55] | [added: ​] | Senior Vice President and Chief Accounting Officer |

[removed: Mr. Vasos] [added: Mr. Vasos] has served as Chief Executive Officer and a member of our Board since June 2015.

He joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising [removed: Officer.][added: Officer and was promoted to Chief Operating Officer in November 2013.]

Prior to joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation for seven years, including Executive Vice President and Chief Operating Officer (February 2008 [removed: –] [added: to] November 2008) and Senior Vice President and Chief Merchandising Officer (2001 [removed: –] [added: to] 2008), where he was responsible for all pharmacy and front-end marketing, merchandising, procurement, supply chain, advertising, store development, store layout and space allocation, and the operation of three distribution centers.

[removed: Mr. Garratt] [added: Mr. Garratt] has served as Executive Vice President and Chief Financial Officer since December 2015.

[removed: Prior to joining Dollar General,] Mr. Garratt [added: previously] held various positions of increasing responsibility [added: in corporate strategy and financial planning] with Yum!

[removed: He also served as] [added: Brands, Inc., one of] the [added: world’s largest restaurant companies, between May 2004 and October 2014, including Vice President, Finance and Division Controller for the KFC division and earlier for the Pizza Hut division and for Yum Restaurants International (October 2013 to October 2014);] Senior Director, Yum Corporate [removed: Strategy, from March] [added: Strategy (March] 2010 to October [removed: 2013,] [added: 2013),] reporting directly to the corporate Chief Financial Officer and leading corporate strategy as well as driving key cross-divisional [removed: initiatives.][added: initiatives; and various other financial positions.]

He [removed: served as Plant Controller for Alcoa Inc. between April 2002 and May 2004, and] [added: previously] held [removed: various] financial management positions at [added: Alcoa Inc. (April 2002 to May 2004) and] General Electric [removed: from March] [added: (March] 1999 to April [removed: 2002.][added: 2002), after beginning his career with Alcoa in May 1990.]

[removed: Mr. Kindy] [added: Mr. Kindy] has served as Executive Vice President, Global Supply Chain since August 2018.

[removed: Mr. Owen] [added: He] 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 August 2011, Mr. Owen served as Vice President, Division [added: Manager, and from November 2006 to March 2007 he served as Retail Division] Manager.

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

[removed: Mr. Ravener joined Dollar General as] [added: | Kathleen A. Reardon | ​ | 48 | ​ |] Senior Vice President and Chief People Officer [removed: in August 2008.][added: |]

[removed: Mr. Reiser] [added: Mr. Wenkoff] has served as Executive Vice President and Chief [removed: Merchandising] [added: Information] Officer since July 2017.

[removed: Prior thereto, he] [added: He previously] served as [removed: the] Executive Vice President and Chief Operating Officer of Vitamin Shoppe, Inc., a multi-channel specialty retailer and contract manufacturer of [removed: vitamins, minerals, herbs, specialty supplements, sports nutrition and other] health and wellness products, from July 2016 to July 2017, where he [removed: was responsible for leading] [added: led] merchandising, operations, end-to-end supply chain, information technology, real estate and construction, planning, pricing and merchandising operations.

He also previously served as Executive Vice President, Chief Merchandising Officer [removed: from January] [added: (January] 2014 to June [removed: 2016] [added: 2016)] and as Senior Vice President, Hardlines Merchandising [removed: from July] [added: (July] 2013 to January [removed: 2014,] [added: 2014)] for discount retailer Dollar Tree, Inc. (successor to Family Dollar Stores, [removed: Inc.).][added: Inc.) and was employed by Walmart Stores, Inc. for 17 years in a variety of roles, including Vice President, Merchandising, Health & Family Care of Sam’s Club (November 2010 to June 2013); Vice President, Operations & Compliance, Health & Wellness of Sam’s Club (May 2010 to November 2010); Divisional Merchandise Manager, Wellness (May 2009 to May 2010); Senior Buyer Pharmacy/OTC of Sam’s Club (November 2006 to May 2009); Director, Government Relations and Regulatory Affairs (August 2002 to November 2006); Pharmacy District Manager (August 2000 to August 2002); and Pharmacy Manager (October 1995 to August 2000).]

[removed: Ms. Taylor] [added: Ms. Taylor] has served as Executive Vice President and General Counsel since March 2015.

[removed: Mr. Wenkoff] [added: Ms. Elliott] has served as [removed: Executive] [added: Senior] Vice President and Chief [removed: Information] [added: Accounting] Officer since [removed: July 2017.][added: December 2015.]

[removed: Prior thereto, he] [added: He previously] served as the Chief Information Officer (May 2012 [removed: –] [added: to] June 2017) and Chief Digital Officer (June 2016 [removed: –] [added: to] June 2017) of Franchise World Headquarters, LLC (“Subway”), [removed: the largest string of sandwich shops in the world,] [added: a restaurant chain,] where he was responsible for global technology and digital strategy, execution and operations for the Subway brand and all of its restaurants.

He [removed: also] owned a Subway franchise [removed: in Southport, Connecticut] from July 2015 until October 2017.

He also [added: previously] served as [added: Chairman of] the [added: Board and Co-President of Retail Gift Card Association (February 2008 to May 2012);] Deputy Chief Information Officer for Independent Purchase Cooperative, [removed: Inc., an independent Subway franchisee-owned and operated purchasing and services cooperative, from May] [added: Inc. (May] 2005 to May [removed: 2012,] [added: 2012)] and [removed: as] President of its subsidiary, [added: Value Pay Services LLC (May 2005 to February 2011); founder and President of Stored Value Management, Inc. (January 2004 to May 2005); and Vice President, Operations and Finance, and General Counsel]

[removed: Ms. Elliott] [added: Ms. Reardon] has served as Senior Vice President and Chief [removed: Accounting] [added: People] Officer since [removed: December 2015.][added: May 2019.]

Prior to serving at Big Lots, she served as Vice President and Controller for Jitney-Jungle Stores of America, Inc. from April 1998 to March [removed: 2001.][added: 2001, where she was responsible for the accounting operations and the internal and external financial reporting functions.]

[removed: PART II][added: PART II]

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

| Jeffery C. Owen | ​ | 50 | ​ | Chief Operating Officer |

*​*

Mr. Garratt has served as a director of Humana Inc. since February 2020.

*​*

Mr. Owen has served as Chief Operating Officer since August 27, 2019.

Mr. Owen also served the Company in various operations

Mr. Sunderland has served as Executive Vice President, Store Operations, since August 2019.

He joined Dollar General as Senior Vice President, Store Operations, in September 2014.

Mr. Sunderland previously served as Senior Vice President, Retail Operations, of Office Depot, Inc. (November 2013 to January 2014); Senior Vice President, Retail Operations, of OfficeMax Incorporated (May 2012 to November 2013); Chief Operating Officer of Bally Total Fitness Holding Corporation (2011 to April 2012); and World Kitchen, LLC’s President of Retail (2009 to 2011).

Mr. Sunderland began his career with Sears in 1987, holding various positions of increasing responsibility, including Vice President of Strategic Operations for Sears Holdings Corporation from 2007 until 2009.

of Ontain Corporation (January 2000 to December 2004).

She joined Dollar General as Director, Human Resources in September 2009 and was promoted to Vice President, Talent Management in October 2012.

She became Vice President, Retail Human Resources in October 2014 and was promoted to Senior Vice President, Human Resources in March 2019.

Prior to joining Dollar General, Ms. Reardon held several positions of increasing responsibility at Centex from August 2005 until September 2009, serving as Director of Human Resources from October 2007 until September 2009.

Since beginning her career in May 1998, Ms. Reardon also held various roles with Carrier Corporation, including Manager of Human Resources from August 2003 until August 2005, and was also a Career Consultant at the Darden Graduate School of Business Administration, University of Virginia, from August 2001 until August 2003.

EXECUTIVE OFFICERS OF THE REGISTRANT

He was promoted to Chief Operating Officer in November 2013.

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.

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

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

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

He was promoted to Executive Vice President in March 2010.

As previously announced, Mr. Ravener plans to retire from Dollar General effective May 27, 2019.

Prior to joining Dollar General, he served in human resources executive roles with Starbucks Corporation from September 2005 until August 2008 as the Senior Vice President of U.S. Partner Resources and, prior to that, as the Vice President, Partner Resources—Eastern Division.

As the Senior Vice President of U.S. Partner Resources at Starbucks, Mr. Ravener oversaw all aspects of human resources activity for more than 10,000 stores.

Prior to serving at Starbucks, Mr. Ravener held Vice President of Human Resources roles for The Home Depot Inc. at its Store Support Center and a domestic field division from April 2003 to September 2005.

Mr. Ravener also served in executive roles in both human resources and operations at Footstar, Inc. and roles of increasing leadership at PepsiCo, Inc.

Prior to his employment with Family Dollar, Mr. Reiser was employed by Walmart Stores, Inc. for 17 years in a variety of roles, including Vice President, Merchandising, Health & Family Care of Sam’s Club from November 2010 to June 2013; Vice President, Operations & Compliance, Health & Wellness of Sam’s Club from May 2010 to November 2010; Divisional Merchandise Manager, Wellness, from May 2009 to May 2010; Senior Buyer Pharmacy/OTC of Sam’s Club from November 2006 to May 2009; Director, Government Relations and Regulatory Affairs from August 2002 to November 2006; Pharmacy District Manager from August 2000 to August 2002; and Pharmacy Manager from October 1995 to August 2000.

Prior to joining Subway, he served as the Chairman of the Board and Co-President of Retail Gift Card Association, a member organization of diverse, closed loop gift card retailers committed to promoting and protecting the use of gift cards, from February 2008 to May 2012.

Value Pay Services LLC, from May 2005 to February 2011.

He was the founder and President of Stored Value Management, Inc., an independently owned program and consulting company, from January 2004 to May 2005 and the Vice President, Operations and Finance, as well as General Counsel of Ontain Corporation, a technology company focused on providing turn-key retail merchant solutions, from January 2000 to December 2004.

At Jitney-Jungle, Ms. Elliott was responsible for the accounting operations and the internal and external financial reporting functions.

[removed: Market Information][added: Market Information]

Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March [removed: 18, 2019,] [added: 12, 2020,] there were approximately [removed: 2,556] [added: 2,613] shareholders of record of our common stock.

[removed: Dividends][added: Dividends]

We [removed: resumed the payment of] [added: have paid] quarterly cash dividends [removed: in] [added: since] 2015.

Our Board of Directors most recently increased the amount of the quarterly cash dividend to [removed: $0.32] [added: $0.36] beginning with the dividend payable on April [removed: 23, 2019.][added: 21, 2020.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The following table contains information regarding purchases of our common stock made during the quarter ended [removed: February 1, 2019] [added: January 31, 2020] by or on behalf of Dollar General or any “affiliated purchaser,” as defined by Rule [removed: 10b‑18(a)(3)] [added: 10b-18(a)(3)] of the Securities Exchange Act of 1934:

| [added: ​] | | [added: ​] | | [added: ​] | [added: ​] | | [removed: Total Number] [added: Total Number] | | [removed: Approximate] [added: Approximate] | | |

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [removed: of Shares] [added: of Shares] | [added: ​] | [removed: Dollar Value] [added: Dollar Value] | | |

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [removed: Purchased] [added: Purchased] | [added: ​] | [removed: of] [added: of] Shares that [removed: May] [added: May] | | |

| [added: ​] | [added: ​] | [removed: Total Number] [added: Total Number] | [added: ​] | [removed: Average] [added: Average] | | [added: ​] | [removed: as] [added: as] Part of [removed: Publicly] [added: Publicly] | [added: ​] | [removed: Yet] [added: Yet] Be [removed: Purchased] [added: Purchased] | | |

| [added: ​] | [added: ​] | [removed: of Shares] [added: of Shares] | [added: ​] | [removed: Price Paid] [added: Price Paid] | | [added: ​] | [removed: Announced Plans] [added: Announced Plans] | [added: ​] | [removed: Under] [added: Under] the [removed: Plans] [added: Plans] | | |

| [removed: Period] [added: Period] | [added: ​] | [removed: Purchased] [added: Purchased] | [added: ​] | [removed: per Share] [added: per Share] | | [added: ​] | [removed: or Programs(a)] [added: or Programs(a)] | [added: ​] | [removed: or Programs(a)] [added: or Programs(a)] | | |

| [removed: |] (a) | [removed: |] On September 5, 2012, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company’s Board of Directors. The program was most recently amended on [removed: March 13,] [added: December 3,] 2019 to increase the repurchase authorization by $1.0 billion, bringing the [added: cumulative] total value of authorized share repurchases under the program [added: since its inception] to [removed: $7.0] [added: $8.0] billion. Under the authorization, purchases may be made in the open market or in privately negotiated transactions from time to time subject to market and other conditions. This repurchase authorization has no expiration date. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| 11/02/19-11/30/19 | | — | ​ | $ | — | | — | ​ | $ | 560,822,000 | ​ |

| 12/01/19-12/31/19 | | 1,940,912 | ​ | $ | 154.87 | | 1,940,912 | ​ | $ | 1,260,241,000 | ​ |

| 01/01/20-01/31/20 | | 745,100 | ​ | $ | 153.66 | | 745,100 | ​ | $ | 1,145,749,000 | ​ |

| Total | | 2,686,012 | ​ | $ | 154.53 | | 2,686,012 | ​ | $ | 1,145,749,000 | ​ |

| --- | --- |

​

​

| | | | | | | | | | | | |

| 11/03/18-11/30/18 | | — | | $ | — | | — | | $ | 706,116,000 | |

| 12/01/18-12/31/18 | | 3,027,556 | | $ | 104.04 | | 3,027,556 | | $ | 391,132,000 | |

| 01/01/19-02/01/19 | | 407,492 | | $ | 110.45 | | 407,492 | | $ | 346,124,000 | |

| Total | | 3,435,048 | | $ | 104.80 | | 3,435,048 | | $ | 346,124,000 | |

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

The selected historical statement of income data and statement of cash flows data for the fiscal years ended [added: January 31, 2020,] February 1, 2019, [added: and] February 2, 2018, and [removed: February 3, 2017, and] balance sheet data as of [removed: February 1, 2019] [added: January 31, 2020] and February [removed: 2, 2018,] [added: 1, 2019,] have been derived from our historical audited consolidated financial statements included elsewhere in this report.

The selected historical statement of income data and statement of cash flows data for the fiscal years ended [added: February 3, 2017 and] January 29, 2016 and [removed: January 30, 2015 and] balance sheet data as of February [added: 2, 2018, February] 3, 2017, [removed: January 29, 2016,] and January [removed: 30, 2015] [added: 29, 2016] 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 and the [added: Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of this report.]

| [removed: (Amounts] [added: (Amounts] in millions, excluding per share [removed: data,] [added: data,] | | [removed: Year Ended] [added: Year Ended] | | | | | | | | | | | | | | |

| [removed: number] [added: number] of stores, selling square feet, and net [removed: sales] [added: sales] | [added: ​] | [removed: February 1,] [added: January 31,] | | [added: ​] | [removed: February 2,] [added: February 1,] | | [added: ​] | [removed: February 3,] [added: February 2,] | | [added: ​] | [removed: January 29,] [added: February 3,] | | [added: ​] | [removed: January 30,] [added: January 29,] | | |

| [removed: per] [added: per] square [removed: foot)] [added: foot)] | [added: ​] | [removed: 2019] [added: 2020] | | [added: ​] | [removed: 2018] [added: 2019] | | [added: ​] | [removed: 2017(1)] [added: 2018] | | [added: ​] | [removed: 2016] [added: 2017(1)] | | [added: ​] | [removed: 2015] [added: 2016] | | |

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

| Net sales | [added: ​] | $ | [removed: 25,625.0] [added: 27,754.0] | [added: ​] | $ | [removed: 23,471.0] [added: 25,625.0] | [added: ​] | $ | [removed: 21,986.6] [added: 23,471.0] | [added: ​] | $ | [removed: 20,368.6] [added: 21,986.6] | [added: ​] | $ | [removed: 18,909.6] [added: 20,368.6] | [added: ​] |

| Cost of goods sold | [added: ​] | | [added: 19,264.9 | ​ | |] 17,821.2 | [added: ​] | | 16,249.6 | [added: ​] | | 15,204.0 | [added: ​] | | 14,062.5 | [removed: | | 13,107.1 |] [added: ​] |

| Gross profit | [added: ​] | | [added: 8,489.1 | ​ | |] 7,803.9 | [added: ​] | | 7,221.4 | [added: ​] | | 6,782.6 | [added: ​] | | 6,306.1 | [removed: | | 5,802.5 |] [added: ​] |

| Selling, general and administrative expenses | [added: ​] | | [added: 6,186.8 | ​ | |] 5,687.6 | [added: ​] | | 5,213.5 | [added: ​] | | 4,719.2 | [added: ​] | | 4,365.8 | [removed: | | 4,033.4 |] [added: ​] |

| Operating profit | [added: ​] | | [added: 2,302.3 | ​ | |] 2,116.3 | [added: ​] | | 2,007.8 | [added: ​] | | 2,063.4 | [added: ​] | | 1,940.3 | [removed: | | 1,769.1 |] [added: ​] |

| Interest expense | [added: ​] | | [added: 100.6 | ​ | |] 99.9 | [added: ​] | | 97.0 | [added: ​] | | 97.8 | [added: ​] | | 86.9 | [removed: | | 88.2 |] [added: ​] |

| Other (income) expense | [added: ​] | | [added: — | ​ | |] 1.0 | [added: ​] | | 3.5 | [added: ​] | | — | [added: ​] | | 0.3 | [removed: | | — |] [added: ​] |

| Income before income taxes | [added: ​] | | [added: 2,201.7 | ​ | |] 2,015.4 | [added: ​] | | 1,907.3 | [added: ​] | | 1,965.6 | [added: ​] | | 1,853.0 | [removed: | | 1,680.9 |] [added: ​] |

| Income tax expense | [added: ​] | | [added: 489.2 | ​ | |] 425.9 | [added: ​] | | 368.3 | [added: ​] | | 714.5 | [added: ​] | | 687.9 | [removed: | | 615.5 |] [added: ​] |

| Net income | [added: ​] | $ | [removed: 1,589.5] [added: 1,712.6] | [added: ​] | $ | [removed: 1,539.0] [added: 1,589.5] | [added: ​] | $ | [removed: 1,251.1] [added: 1,539.0] | [added: ​] | $ | [removed: 1,165.1] [added: 1,251.1] | [added: ​] | $ | [removed: 1,065.3] [added: 1,165.1] | [added: ​] |

| Earnings per share—basic | [added: ​] | $ | [removed: 5.99] [added: 6.68] | [added: ​] | $ | [removed: 5.64] [added: 5.99] | [added: ​] | $ | [removed: 4.45] [added: 5.64] | [added: ​] | $ | [removed: 3.96] [added: 4.45] | [added: ​] | $ | [removed: 3.50] [added: 3.96] | [added: ​] |

| Earnings per share—diluted | [added: ​] | | [added: 6.64 | ​ | |] 5.97 | [added: ​] | | 5.63 | [added: ​] | | 4.43 | [added: ​] | | 3.95 | [removed: | | 3.49 |] [added: ​] |

| Dividends per share | [added: ​] | | [added: 1.28 | ​ | |] 1.16 | [added: ​] | | 1.04 | [added: ​] | | 1.00 | [added: ​] | | 0.88 | [removed: | | — |] [added: ​] |

| [removed: Statement] [added: Statement] of Cash Flows [removed: Data:] [added: Data:] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |

| Net cash provided by (used in): | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |

| Operating activities | [added: ​] | $ | [removed: 2,143.6] [added: 2,238.0] | [added: ​] | $ | [removed: 1,802.1] [added: 2,143.6] | [added: ​] | $ | [removed: 1,605.0] [added: 1,802.1] | [added: ​] | $ | [removed: 1,391.7] [added: 1,605.0] | [added: ​] | $ | [removed: 1,326.9] [added: 1,391.7] | [added: ​] |

| Investing activities | [added: ​] | | [added: (782.5) | ​ | |] (731.6) | [added: ​] | | (645.0) | [added: ​] | | (550.9) | [added: ​] | | (503.4) | [removed: | | (371.7) |] [added: ​] |

| Financing activities | [added: ​] | | [added: (1,450.7) | ​ | |] (1,443.9) | [added: ​] | | (1,077.6) | [added: ​] | | (1,024.1) | [added: ​] | | (1,310.2) | [removed: | | (880.9) |] [added: ​] |

| Total capital expenditures | [added: ​] | | [added: (784.8) | ​ | |] (734.4) | [added: ​] | | (646.5) | [added: ​] | | (560.3) | [added: ​] | | (504.8) | [removed: | | (374.0) |] [added: ​] |

| [removed: Other] [added: Other] Financial and Operating [removed: Data:] [added: Data:] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |