Dollar General (DG) 10-K risk factor changes: FY2021 vs FY2020

Considerable uncertainty exists regarding the extent to which the COVID-19 [removed: pandemic] [added: pandemic’s existing and new variants] will continue, as well as the scope, duration and effectiveness of [added: continued] measures directed at containment and mitigation of the virus, including travel bans and restrictions, quarantines, [removed: shelter-in-place orders,] school closures, vaccination [removed: rollouts,] [added: rollouts (including any boosters), vaccine and/or testing initiatives] and [added: mandates, restrictions on large gatherings and social distancing directives, and] business and government restrictions and shutdowns.

These measures taken by national, state and local government authorities to date have [removed: resulted in high levels of unemployment, are expected to have] [added: had] serious adverse impacts on domestic and foreign [removed: economies,] [added: economies] and could have a significant adverse impact on our core customer and her [removed: spending,] [added: spending] for an unknown length of time.

The [added: timing, scope and] potential effect of [added: any additional] economic stabilization efforts, including additional government stimulus payments, food/nutrition assistance and enhanced unemployment benefits, is uncertain.

While none of the below has resulted in [removed: a] [added: an overall] material adverse impact on our business, financial performance or financial condition to date, we have experienced or are experiencing certain effects of the COVID-19 pandemic, including but not limited to, the following:

| | ● | Supply chain [removed: disruptions,] [added: disruptions and capacity constraints,] including shipping and procurement delays of certain goods from international and domestic shipping origins, delivery delays to our stores as a result of [added: staffing challenges (including] COVID-19-related [removed: absenteeism] [added: absenteeism)] in [removed: one] [added: certain] of our distribution [removed: centers, which necessitated servicing those stores from other distribution] centers [removed: for a limited period of time,] and vendor restrictions on their sale to us of a significant percentage of certain of our core products; |

| | ● | Temporary store and distribution center closings in order to allow for deep cleanings as [removed: needed, as well as reduced store operating hours until early in the second quarter to allow for additional time to clean the stores and re-stock shelves;] [added: needed;] |

| | ● | Increased distribution and transportation costs as a result of the effects outlined above, increased carrier rates and greater driver shortages, increased [added: importing expense, increased] overtime pay expenses due to reduced labor availability, and demand for transportation services outpacing carrier supply; |

| | ● | Increased incremental expenses for certain items, including supplies for enhanced cleaning [removed: protocols,] [added: protocols and] personal protective equipment for employees in stores, distribution centers and corporate headquarters (e.g., gloves, masks, hand [removed: sanitizer), and installation of plexiglass barriers at store registers;] [added: sanitizer);] |

| | ● | In addition to the additional distribution overtime discussed above, increased labor expenses as a result of awarding [removed: approximately $167 million in] employee appreciation bonuses, significantly increasing [added: our hiring of new store] |

| | | [removed: our hiring of new store] employees, and the increased workload associated with the incremental sales [removed: volume;] [added: volume or inconsistent deliveries from our distribution centers to our stores; and] |

| | ● | COVID-19 and remote-work oriented phishing and similar cybersecurity attack [removed: attempts; and] [added: attempts.] |

Depending on the duration and severity of the COVID-19 pandemic, including whether there are additional “waves”, other additional periods of increases or spikes in the number of COVID-19 cases or [removed: mutations] [added: variants] thereof and the availability, acceptance and efficacy of medical [removed: treatments] [added: treatments, vaccines (including both adult] and [removed: vaccines,] [added: pediatric booster vaccines), effect of vaccine and/or testing mandates and related regulations,] which are uncertain and cannot be predicted, as well as governmental authorities’ responses and requirements related to the pandemic, including the pace and extent of the easing or removal of restrictions on businesses and customers [removed: when the pandemic does subside] or the reinstitution of more stringent [removed: regulations before the pandemic subsides,] [added: regulations,] these experienced effects could have a material adverse impact on our business, financial performance and financial condition in the future if they increase in number, duration, and/or magnitude.

We also could experience other effects that could aggravate or increase the likelihood of the risk factors set forth herein and/or result in a material adverse impact on our business, financial performance or financial condition, including but not limited to, the financial difficulties experienced by our suppliers or business partners, including the financial failure of one or more of our international steamship line vendors resulting in our inability to obtain our purchased goods in their possession; increased operating costs as a result of increased government regulations and mandates requiring us to provide wage increases or premiums to frontline [removed: employees (e.g., those imposed in certain counties in California and elsewhere),] [added: employees,] personal protective equipment or personal hygiene supplies to customers or to increase store and distribution center cleaning protocols, as well as [removed: increased] store and/or distribution center closures as a result of increased government enforcement of any such new regulations and mandates; increased litigation expenses resulting from employee or customer lawsuits, including those related to the Company’s COVID-19 response and alleged employee or customer contraction; increased insurance costs, medical claims costs and workers’ compensation claim costs and the impact of regulatory and judicial changes in liability for workers’ compensation; and damage to our reputation if our response to the COVID-19 pandemic is perceived as inadequate or inappropriate.

Additionally, the COVID-19 [removed: pandemic] [added: pandemic’s new and existing variants] may cause or accelerate a shift in our core customer’s behaviors, expectations and shopping trends, which could result in lost sales and market share if we are not able to successfully increase the pace of our strategic initiatives development, particularly our digital strategic initiatives, and if our current digital shopping offerings do not continue to compete effectively.

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 [removed: or] [added: and/or] profitability.

Factors that could reduce our customers’ disposable income include but are not limited to high unemployment or underemployment levels or decline in real wages; inflation; pandemics (such as the COVID-19 pandemic); 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 [added: stimulus programs or] subsidies such as [removed: unemployment and] [added: unemployment,] food/nutrition assistance [removed: programs.][added: programs, and the Child Tax Credit.]

Many of the economic factors listed above, as well as commodity rates; transportation, lease and insurance costs; wage rates (including the heightened possibility of increased federal, state and/or local minimum wage rates); foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade [added: (including increased import duties or tariffs); changes in applicable laws and regulations (including tax laws related]

[removed: (including increased import duties or tariffs); changes in applicable laws and regulations (including tax laws related] to the corporate tax rate); and other economic factors, also could impair our ability to successfully execute our strategies and initiatives, as well as increase our cost of goods sold and selling, general and administrative expenses (including real estate costs), and may have other adverse consequences that we are unable to fully anticipate or control, all of which may materially decrease our sales or profitability.

We have short-term and long-term strategies and initiatives (such as those relating to merchandising, real estate and new store development, [added: international expansion,] store formats and concepts, digital, [added: marketing, health services,] shrink, sourcing, private brand, inventory management, supply chain, store operations, expense reduction, and technology) in various stages of testing, evaluation, and implementation, which are designed to continue to improve our results of operations and financial condition.

The success of our merchandising initiatives, particularly our non-consumable initiatives [added: (including our new pOpshelf concept)] and efforts to increase sales of higher margin products within the consumables category, further depends in part upon our ability to predict the products that our customers will demand and to identify and timely respond to evolving trends in consumer preferences and demographic mixes in our markets.

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

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

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 [added: competitors with greatly improved competitive positions, which could materially affect our financial performance.]

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 the challenges imposed by our expansion, including into new [removed: states] [added: countries] or [added: domestic markets, states, or] urban [added: or suburban] areas, it could materially impede our planned future 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 delays, including zoning restrictions and moratoria on small box discount retail development such as those passed by certain local governments in areas where we operate or seek to [removed: operate, which, to date, have not materially impaired our ability to complete our planned real estate projects or growth;] [added: operate; supply chain volatility resulting in delivery delays, and in some cases, lack of availability of store equipment, building materials, and store merchandise for resale;] the ability to negotiate acceptable lease and development terms (for example, real estate development requirements and cost of building materials and labor), to cost-effectively hire and train qualified 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 [removed: operations,] [added: operations (including our new pOpshelf store concept),] including into new [added: countries or domestic markets,] states or urban [added: or suburban] areas where we have limited or no meaningful experience or brand recognition.

Those areas may have different [added: regulatory environments,] competitive and market conditions, consumer tastes and discretionary spending patterns than our existing markets, as well as higher cost of entry and operating costs.

Our inventory balance represented approximately [removed: 48%] [added: 52%] of our total assets exclusive of goodwill, operating lease assets, and other intangible assets as of January [removed: 29, 2021.][added: 28, 2022.]

Additionally, we may share information with [added: and depend upon] select vendors [removed: that] [added: to] assist us in conducting our business.

Like other retailers, we and our vendors have experienced threats to, and [removed: infrequent immaterial] incidents involving, data and systems, including by perpetrators of attempted random or targeted malicious attacks; computer malware, ransomware, bots, or other destructive or disruptive software; and attempts to misappropriate our information and cause system failures and [removed: disruptions.][added: disruptions although to date none have been material to our business.]

If attackers obtain customer, employee or vendor passwords through unrelated third-party breaches, and if impacted customers, employees, or vendors do not employ good online security practices (e.g., use the same password across different [removed: sites),] [added: sites or do not use multifactor authentication),] these passwords could be used to gain access to their information or accounts with us in certain situations.

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 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 (e.g., providing notification to, and credit monitoring services for, affected individuals, as well as further upgrades to our security [removed: measures) which may not be covered by or may exceed the coverage limits] [added: measures; procuring a replacement vendor if one] of our [removed: insurance policies, and could materially disrupt our operations.][added: current vendors is unable to fulfill its obligations to us due to a cyberattack or]

[added: Design defects, damage to, or interruption to these systems may require a] significant investment to repair or replace, disrupt our [removed: operations,] [added: operations and affect our ability to meet business and reporting requirements,] result in the loss or corruption of critical data, and harm our reputation, all of which could materially and adversely affect our business or results of operations.

In addition, costs and delays associated with the implementation of new or upgraded systems and technology, including the migration of applications to the cloud or our current implementation of our new point of sale system, [added: or] with maintenance or adequate support of existing systems also could disrupt or reduce the efficiency of our operations, fail to operate as designed, result in the potential loss or corruption of data or information, disrupt operations and affect our ability to meet business and reporting requirements and adversely affect our profitability.

[removed: Any disruption, unanticipated or unusual expense or operational failure related to this process (e.g., delivery delays, including as a result of pandemic outbreaks, or increases in transportation costs (such as those we have] [added: We] experienced in fiscal [removed: 2020] [added: 2021,] and continue to [removed: experience), including] [added: experience,] increased fuel costs, [added: as well as inventory receipt and delivery delays and increases in transportation costs (including increased] import freight costs, [added: and] carrier [removed: or] [added: and] driver wages as a result of driver [removed: shortages;] [added: shortages) as] a [added: result of a] decrease in transportation capacity for overseas [removed: shipments or] [added: shipments,] port [removed: closures; labor shortages; or work stoppages] [added: closures] or [removed: slowdowns) could negatively impact sales] [added: congestion,] and [removed: profits.][added: labor shortages.]

Labor shortages or work stoppages [added: or slowdowns] in the transportation industry or disruptions to the national and international transportation infrastructure that necessitate our securing alternative labor or shipping suppliers could also increase our costs or otherwise negatively affect our business.

The COVID-19 pandemic [added: has] disrupted the global and domestic transportation and distribution of goods and resulted in product delivery delays and higher delivery prices.

[removed: The supply chain disruptions that we have experienced to date as a result] of the COVID-19 pandemic [removed: did not have] [added: had] a material negative impact on our financial results in fiscal [removed: 2020.][added: 2021.]

[removed: However, depending] [added: Depending] on the continued extent and duration of [removed: the COVID-19 pandemic,] [added: these disruptions,] our distribution network, results of operations (including sales) or future business may [added: continue to] be materially and adversely impacted.

| | ● | Delayed store openings as a result of delays in store equipment, inventory deliveries or availability, and entitlement processes; |

The success of DG Media Network, which is our platform for connecting brand partners with our customers to drive even greater value for each, further depends on our ability to successfully gather target customer audiences that deliver consistent, predictable and beneficial returns on advertising spending so as to generate interest and demand from our brand partners, as well as to properly handle and secure all sensitive customer data.

While we have experienced certain of these factors at heightened levels in fiscal 2021, to date, they have not materially impaired our ability to complete our planned real estate projects or growth, and thus, have not had a material adverse effect on our financial performance.

However, if the heightened levels which we have recently experienced increase or are sustained for an extended period of time, we expect that they could have a material adverse effect on our ability to complete our future planned real estate projects or growth, and in turn, a material adverse effect on our financial performance.

Furthermore, if a vendor is the victim of a cyberattack, including a ransomware attack, such attack could have a corresponding material effect on our ability to do business with that vendor or to receive information that may be required to timely prepare our financial statements.

Due to the political uncertainty involving Russia and Ukraine, there is an increased likelihood that escalation of tensions could result in cyberattacks that could either directly or indirectly impact our operations.

incident) which may not be covered by or may exceed the coverage limits of our insurance policies, and could materially disrupt our operations.

Due to the political uncertainty involving Russia and Ukraine, there is an increased likelihood that escalation of tensions could result in cyberattacks that could either directly or indirectly impact our operations.

Any disruption, unanticipated or unusual expense or operational failure related to this process could negatively impact sales and profits.

The supply chain disruptions that we have experienced to date as a result

Furthermore, the long-term impacts of global climate change present the possibility of both physical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory or technology changes), which may be widespread and unpredictable.

Over time, these changes could affect, for example, the availability and cost of products, commodities and energy (including utilities), which in turn may impact our ability to procure goods and services required for the operation of our businesses at the quantities and levels we require.

In addition, our operations and facilities may be located in areas impacted by the physical risks of climate change, and we face the risk of losses incurred as a result of physical damage to stores, distribution centers, or our corporate offices, as well as loss or spoilage of inventory and business interruption caused by such events.

We also use natural gas, diesel fuel and gasoline and electricity in our operations, all of which could face increased regulation as a result of climate change or other environmental concerns.

Regulations limiting greenhouse gas emissions and energy inputs may also increase in coming years, which may increase our costs associated with compliance and merchandise.

These events and their impacts could otherwise disrupt and adversely affect our operations and could materially adversely affect our financial performance.

We cannot give assurance

Failure to protect our reputation could adversely affect our business.

Our success depends in part on the protection of the reputation of Dollar General and the products and services we sell, including our private brands.

Failure to comply or accusation of failure to comply with ethical, social, product, labor, data privacy, consumer protection, safety, environmental and other applicable standards could jeopardize our reputation and potentially lead to various adverse consumer, shareholder or non-governmental organization (NGO) actions, litigation and governmental investigations.

In addition, our position or perceived lack of position on certain issues (e.g., public policy, social, or environmental issues), and any perceived lack of transparency about such matters, could harm our reputation and potentially lead to adverse consumer, shareholder or NGO actions, including negative public statements.

Similar incidents or factors involving vendors and other third parties with whom we conduct business also may affect our reputation.

Public comments on social media, whether or not they are accurate, have the potential to quickly influence negative perceptions of Dollar General or our goods and services, including our private brands.

Negative reputational incidents could adversely affect our business through lost sales, loss of new store and development opportunities, or employee retention and recruiting difficulties.

Furthermore, significant and/or rapid increases to

Moreover, the adoption of new environmental laws and regulations in connection with climate change and the transition to a low carbon economy, including any federal or state laws enacted to regulate greenhouse gas emissions, could significantly increase our operating or merchandise costs or reduce the demand for our products.

These laws and regulations may include, but are not limited to, requirements relating to hazardous waste materials, recycling, single-use plastics, extended producer responsibility, use of refrigerants, carbon pricing or carbon taxes, product energy efficiency standards and product labeling.

If carbon pricing or carbon taxes are adopted, there is a significant risk that the cost of merchandise from our suppliers will increase and adversely affect our business and results of operations.

We can

| | ● | Inability to perform physical inventories in our stores from mid-March through mid-May, which prevented us from completing all of our planned store physical inventories for fiscal 2020, the effect of which was immaterial for fiscal 2020. |

competitors with greatly improved competitive positions, which could materially affect our financial performance.

Design defects, damage to, or interruption to these systems may require a

If one or more of our current sources of supply became unavailable, we believe we generally

term inability to obtain or access technology needed to effectively run our business, disruption of our utility services or information systems, and damage to our reputation.

If we are unable to attract,

Violations of applicable laws and regulations or untimely or incomplete execution of a required product recall can result in

In 2019, for example, the implementation of accounting standards related to leases, as issued by the Financial Accounting Standards Board, required us to make significant changes to our lease management and other accounting systems, and resulted in a material impact to our consolidated financial statements.

affect our business operations and financial condition and our ability to return cash to our shareholders.

The COVID-19 (coronavirus) pandemic [removed: has resulted in] [added: continues to have a] widespread [removed: and continuing impacts] [added: impact] on the global economy [removed: and has affected our business,] as well as our [added: business,] customers, suppliers, and other business partners.

[removed: We have been classified as] [added: As] an essential business in all locations where we operate, [removed: and as such,] our stores have generally remained open to serve our customers.

In responding to the pandemic and its effects, [removed: our priority has been] the health and safety of our employees and [removed: customers.][added: customers remains a priority.]

[removed: Beginning] [added: This trend did not occur] in [removed: April,] [added: fiscal 2020 or the first quarter of fiscal 2021, as] we [removed: also] saw a significant increase in demand in many non-consumable products, including home, seasonal and apparel, resulting in an overall significant mix shift into non-consumable categories [removed: in the remainder of 2020.][added: during those periods.]

We have also [removed: seen] [added: experienced] a shift in customer behavior toward trip consolidation, as customers shopped our stores less frequently [removed: than] in [removed: the same period] [added: fiscal 2020 and 2021 than] in [removed: 2019,] [added: fiscal 2019] but [removed: purchased] [added: had] a larger average [removed: basket] [added: transaction] amount.

We have seen a continuation of these general trends toward trip consolidation and larger [removed: basket size.][added: transaction amount, and there can be no assurance that our sales growth initiatives will be effective at reversing them.]

We expect to continue to be affected, although the extent and duration is unknown, by the COVID-19 pandemic and its effects on the economy in a variety of ways, [removed: potentially] including [removed: changing] [added: changes in] consumer demand (whether higher or lower) in certain product [removed: categories,] [added: categories (or overall),] supply chain [removed: interruptions,] [added: interruptions or disruptions,] increased distribution and transportation costs, increased [removed: payroll expenses, and increased] [added: product] costs [removed: in an effort to maintain safe work] and [removed: shopping environments.][added: increased payroll expenses.]

We [added: also] may experience adverse effects on our business, results of operations and cash flows from a recessionary economic environment that may [removed: persist] [added: occur] after the COVID-19 pandemic [added: and government response thereto and their effects on the economy] has moderated.

As a result, the quarterly cadence of our results of operations, which [added: has] varied from historical patterns [removed: in fiscal 2020,] [added: during the pandemic,] may continue to do so in fiscal [removed: 2021.][added: 2022.]

We will continue to monitor the evolving [removed: situation,] [added: situation] and [removed: we will continue to] take actions as necessary to serve our employees, customers, communities and shareholders.

We are the largest discount retailer in the United States by number of stores, with [removed: 17,266] [added: 18,190] stores located in [removed: 46] [added: 47] states as of February [removed: 26, 2021,] [added: 25, 2022,] 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 [removed: the] unemployment and underemployment rates, wage growth, changes in U.S. and global trade [removed: policy (including price increases resulting from the imposition of tariffs),] [added: policy,] and changes to certain government assistance programs, such as the Supplemental Nutrition Assistance [removed: Program.][added: Program (“SNAP”), unemployment benefits, economic stimulus payments, and the child tax credit.]

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

[removed: Although this trend did not occur in 2020 (as discussed above under “Impact of COVID-19”), we] [added: We] continue to expect some sales mix challenges to [removed: persist,] [added: persist] and [removed: we expect] [added: that] the [added: mix] trend [added: reversion] toward consumables will [removed: resume in 2021 and beyond.][added: continue.]

[added: Several of our initiatives, including certain of those discussed] below, are intended to address these mix challenges; however, there can be no assurances that these efforts will be successful.

We continue to [removed: make progress on] [added: implement] and invest in certain strategic initiatives that we believe will help drive profitable sales growth, both with new and existing customers, and capture long-term growth opportunities.

Such opportunities include [removed: leveraging existing and developing new digital tools and technology to provide] [added: providing] our customers with additional shopping access points and even greater [removed: convenience.][added: convenience by leveraging and developing digital tools and technology, such as our Dollar General app, which contains a variety of tools to enhance the in-store shopping experience.]

[removed: Our] [added: Further, our] non-consumables initiative, [removed: or “NCI,”] [added: which] offers a new, differentiated and limited assortment that will change throughout the [removed: year.][added: year, continues to contribute to improved overall sales and gross margin performance in stores where it has been deployed.]

Additionally, [added: in 2020,] we [removed: recently] introduced pOpshelf, a unique retail concept that incorporates certain of the lessons learned from [removed: NCI] [added: the non-consumables initiative] in a differentiated format that is focused on categories such as seasonal and home décor, health and beauty, home cleaning supplies, and party and entertainment goods.

Our goal is to operate [removed: up to 50] [added: approximately 155] pOpshelf [removed: locations by the end of fiscal 2021.][added: locations, as well as]

[removed: We are continuing] [added: In the second quarter of fiscal 2021, we completed] our rollout of the “DG Fresh” initiative, a self-distribution model for frozen and refrigerated products that is designed to reduce product costs, enhance item assortment, improve our in-stock position, and enhance sales.

DG Fresh contributed to our strong sales performance in [removed: 2020,] [added: 2021,] driven by higher in-stock levels and the introduction of new products in select stores.

In addition, DG Fresh benefitted gross profit in [removed: 2020] [added: 2021] through improved initial markups on inventory purchases, which were partially offset by increased distribution and transportation costs.

In [removed: 2020,] [added: 2021,] we opened [removed: 1,000] [added: 1,050] new stores, remodeled [removed: 1,670] [added: 1,752] stores, and relocated [removed: 110] [added: 100] stores.

[removed: For 2021,] [added: In 2022,] we plan to open approximately [removed: 1,050] [added: 1,110] new stores (including [removed: any] [added: planned] pOpshelf [removed: stores),] [added: stores and up to ten stores in Mexico),] remodel approximately 1,750 stores, and relocate approximately [removed: 100] [added: 120] stores, for a total of [removed: 2,900] [added: 2,980] real estate projects.

[removed: Beginning later in 2021, we] [added: We recently introduced two new larger format stores (approximately 8,500 square feet and 9,500 square feet, respectively), and] expect the 8,500 [removed: square-foot concept,] [added: square foot format,] along with our existing Dollar General Plus format of a similar size, to become our base prototypes for [removed: nearly all] [added: the majority of] new [removed: stores moving forward,] [added: stores,] replacing our traditional 7,300 square foot [removed: store] format and higher-cooler count Dollar General Traditional Plus format.

[removed: The innovation in] [added: We expect] store [removed: formats is expected] [added: format innovation] to allow us to capture additional growth opportunities within our existing markets.

We [added: are] also [removed: have launched] [added: deploying] “Fast Track”, an initiative aimed at further enhancing our convenience proposition and in-stock position as well as increasing labor efficiencies within our stores.

The [added: completed] first phase of Fast Track involved sorting process optimization within our [added: non-refrigerated] distribution centers, as well as increased shelf-ready packaging, to allow for greater store-level stocking efficiencies, [removed: followed by] [added: while] the [removed: second-phase pilot of] [added: ongoing second phase involves adding] a self-checkout [removed: option] [added: option, which we plan to have] in [removed: a limited number] [added: up to 11,000 stores by the end] of [removed: stores.][added: fiscal 2022.]

These and the other strategic initiatives discussed above [added: have required and] will require us to incur upfront expenses for which there may not be an immediate return in terms of sales or enhanced profitability.

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

[removed: In addition,] [added: Further] federal, state and/or local minimum wage increases could have a material negative impact on our operating expenses, although the magnitude and timing of such [removed: impact, and our ability to mitigate (whether in whole or in part), depends on the scale and timing of the mandated increases, among other factors.][added: impact is uncertain.]

We have [removed: also] experienced incremental payroll, distribution and transportation costs related to the COVID-19 pandemic [removed: as discussed above under “Impact of COVID-19”.][added: and its associated impacts.]

To further enhance shareholder returns, we repurchased shares of our common stock and paid quarterly cash dividends [removed: throughout 2020.][added: in 2021.]

[removed: In 2021, we] [added: We] expect to continue our share repurchase activity and to pay quarterly cash [removed: dividends,] [added: dividends for the foreseeable future,] subject to Board discretion and approval.

[removed: Net] [added: Average] 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 [added: the fiscal year, and the end of each of our three interim fiscal quarters.]

A continued focus on our four operating priorities as discussed above, coupled with pandemic-related sales and other impacts (additional discussion below) and strong cash flow management resulted in strong overall operating and financial performance in [removed: 2020] [added: 2021] as compared to [removed: 2019,] [added: 2020,] as set forth below.

| | ● | Net sales in [removed: 2020] [added: 2021] increased [removed: 21.6%] [added: 1.4%] over [removed: 2019.] [added: 2020.] Sales in same-stores [removed: increased 16.3%,] [added: decreased 2.8%,] primarily due to [removed: increases] [added: a decrease] in [removed: average transaction amount.] [added: customer traffic.] Average sales per square foot in [removed: 2020] [added: 2021] were [removed: $273.] [added: $262.] |

[removed: | | ● |] Interest expense increased [removed: by] [added: $7.1 million to $157.5 million in 2021 compared to 2020, and increased] $49.8 million [added: to $150.4 million] in 2020 [added: compared to 2019] primarily due to higher average outstanding debt balances in connection with the issuance of debt in the first quarter of 2020. [removed: |]

| | ● | The decrease in the effective income tax rate to [removed: 22.0%] [added: 21.7%] in [removed: 2020] [added: 2021] from [removed: 22.2%] [added: 22.0%] in [removed: 2019] [added: 2020] was due primarily to [added: increased] income tax benefits associated with [removed: share-based compensation.] [added: federal tax credits.] |

In fiscal 2020 and 2021, our customers were affected both positively and negatively by many of these factors in connection with the pandemic and its associated impacts.

We continue to monitor the potential impact of reductions in SNAP benefits and unemployment benefit programs, as well as changes in the payments of the child tax credit, although these programs did not result in a material impact on our business or financial results in fiscal 2021.

rent, healthcare, and fuel prices; as well as cost inflation in frequently purchased household products, such as that which we experienced in 2021 and continue to experience as further discussed below.

Beginning in the second quarter of fiscal 2021 and continuing thereafter, we began to see some reversion toward the prior mix trends.

In addition, we believe our sales have been negatively impacted as a result of supply chain disruptions, primarily due to lower merchandise in-stock levels in our stores.

Additionally, we launched a partnership with a third party delivery service during 2021, which is now available in more than 10,700 stores, and we also continue to grow our DG Media Network, which is our platform for connecting brand partners with our customers to drive even greater value for each.

We significantly expanded the number of stores with either the full or the “lite” version of our non-consumables initiative offering in 2021 and plan to complete the rollout in the vast majority of our Dollar General stores by the end of fiscal 2022.

At the end of fiscal 2021, we operated 55 standalone pOpshelf locations and 25 pOpshelf store-within-a-store concepts within existing Dollar General Market stores.

approximately 50 pOpshelf store-within-a-store concepts, by the end of fiscal 2022.

We believe this concept represents a significant growth opportunity, and are targeting approximately 1,000 stores by the end of fiscal 2025.

DG Fresh now wholly or partially serves essentially all stores across the chain, and we expect the overall net benefit to our financial results to continue throughout 2022.

Moving forward, we plan to focus on additional optimization of the distribution footprint and product assortment within DG Fresh to further drive profitable sales growth.

We expect stores in Mexico, which will represent our first store locations outside the United States, to open in the second half of 2022.

The larger formats allow for expanded high-capacity-cooler counts; an extended queue line; and a broader product assortment, including the non-consumable initiative, a larger health and beauty section, and produce in select stores.

We continue to experience materially higher supply chain costs and, in some instances, shipping delays, as a result of shipping capacity shortages, port congestion and labor shortages.

We expect continued inflationary pressures due to higher input costs and higher fuel prices will continue to affect us as well as our vendors and customers, including higher commodity, transportation and other costs, all of which may result in continued pressure to our operating results, and their duration is unknown.

While we expect these challenges to

persist, certain of our initiatives and plans are intended to help offset these challenges; however, they are somewhat dependent on the scale and timing of the increased costs, among other factors.

There can be no assurance that our mitigation efforts will be successful.

The method of calculating same-store sales varies across the retail industry.

As a result, our calculation of same-store sales is not necessarily comparable to similarly titled measures reported by other companies.

| | ● | Our gross profit rate decreased by 16 basis points due primarily to higher transportation costs and a greater LIFO provision. |

| | ● | SG&A as a percentage of sales increased by 96 basis points primarily due to increases in retail labor and store occupancy costs. |

| | ● | Operating profit decreased 9.4% to $3.22 billion in 2021 compared to $3.55 billion in 2020. |

| | ● | Interest expense increased by $7.1 million in 2021 primarily due to higher average outstanding debt balances. |

| | ● | We generated approximately $2.87 billion of cash flows from operating activities in 2021, a decrease of 26.1% compared to 2020. |

The net sales increase in 2021 was primarily due to sales from new stores, partially offset by a decrease in same-store sales of 2.8% compared to 2020 as well as the impact of store closures.

Same-store sales decreased in each of our product categories, with the largest percentage decrease in the apparel category.

Increased transportation costs, a greater LIFO provision which was driven by higher product costs, increased inventory damages and higher distribution costs each contributed to the decrease in the gross profit rate.

These factors were partially offset by higher inventory markups, a reduction in markdowns as a percentage of net sales, and a lower inventory shrink rate.

In 2021, consumables and non-consumables sales increased at approximately the same rate when compared to 2020.

_SG&A._ SG&A as a percentage of net sales was 22.2% in 2021 compared to 21.2% in 2020, an increase of 96 basis points.

The primary expenses that were higher as a percentage of net sales in 2021 were retail labor, store occupancy costs, depreciation and amortization, employee benefits, utilities, and workers’ compensation and general liability expenses, partially offset by reductions in discretionary employee bonus and other miscellaneous COVID-related expenses and incentive compensation expenses.

The majority of our debt is fixed rate debt.

The effective income tax rate was lower in 2021 primarily due to increased income tax benefits associated with federal tax credits partially offset by a higher state effective tax rate compared to 2020.

or relocated 4,756 stores, or approximately 31% of the stores we operated as of the beginning of the three-year period.

The Revolving Facility includes customary LIBOR replacement provisions.

_Future Cash Requirements_

The following table summarizes significant estimated future cash requirements under our various contractual obligations and other commitments at January 28, 2022, in total and disaggregated into current (<1 year) and long-term (1 or more years) obligations (in thousands):

| Long-term debt obligations | ​ | $ | 4,213,826 | ​ | $ | 61,774 | ​ | $ | 913,278 | ​ | $ | 512,700 | ​ | $ | 2,726,074 | ​ |

In order to serve our employees and customers during this time while prioritizing their well-being, we have taken a variety of actions across our stores, distribution centers and store support center, including (as applicable): enhancing cleaning protocols, designating one hour each day for our elderly customers to shop our stores with limited crowds, implementing social distancing measures, providing personal protective equipment (e.g., gloves, masks and hand sanitizer) for employees, providing employee temperature checks at our distribution facilities, installing plexiglass barriers at registers, providing paid time off for those who received a COVID-19 diagnosis, or who were required to care for an immediate family or household member who received a COVID-19 diagnosis, and providing a one-time payment for hourly frontline employees who receive a complete COVID-19 vaccination.

In early March 2020, we began seeing heightened demand from customers, particularly for consumable products such as paper, food and cleaning products, which continued throughout 2020, although with some variability as to the volume and product mix.

Also beginning in early March 2020, many new customers began shopping with us for their everyday essential needs, and we are working to retain them going forward.

To address the increased demand, we increased our hiring of new store associates in March and April of 2020, and have worked and continue to work with suppliers to incorporate new items in stores to meet the essential needs of customers while addressing certain product shortages and vendor allocation limitations, some of which we expect to persist through at least the first half of 2021.

We believe that this increased customer demand significantly benefited our results of operations, and in particular, sales, gross profit, operating income and net income for fiscal 2020.

Although we incurred additional payroll related expenses throughout fiscal 2020, including employee appreciation bonuses of approximately $167 million, increased distribution and transportation costs, and other costs to meet the significant customer demand and to protect the health and safety of our employees and customers, these costs were more than offset by the incremental sales.

The overall net impact of the pandemic to operating income and net income in 2021 may be less favorable due to the moderating positive impact to our net sales and our anticipation that some of these incremental costs, particularly those related to health and safety measures, will continue into 2021.

Additionally, the vast shutdown of, and/or significant operating limitations imposed upon, many businesses in the United States has resulted in high levels of unemployment, which, along with current and potential school closures and operating limitations, could have a significant adverse impact on our core customers for an unknown length of time.

The potential for additional economic stabilization efforts, including additional government stimulus payments and enhanced unemployment benefits and other government assistance and the effects thereof, are uncertain.

In addition to the items described above, we expect the current adverse global economic conditions

caused by the COVID-19 pandemic to continue in at least the near term, potentially resulting in continued elevated unemployment, reduced economic activity, and capital markets volatility.

In 2020, our customers experienced impacts to many of these factors, as detailed above under “Impact of COVID-19”.

Several of our initiatives, including certain of those discussed

This technology includes our Dollar General app, which contains a variety of tools to enhance the in-store shopping experience.

Additionally, DG Pickup, which is a buy online, pickup in-store initiative aimed at offering another convenient access point for customers, is now available in more than 17,000 stores across the chain.

NCI is continuing to evolve and help shape our approach to non-consumables categories throughout the chain and is contributing to improved overall sales and gross margin performance in the stores where it is offered.

As we extend this initiative more broadly, as well as incorporate certain related merchandising efforts throughout our chain, our goal is to provide our customers with a broader, even more relevant non-consumables merchandise assortment, while continuing to deliver exceptional value within key areas of our non-consumables categories.

Additionally, as we expand this offering, we plan to incorporate the full NCI set in certain stores as well as an “NCI Lite” version in others so as to reach a greater number of stores and customers more quickly.

The NCI Lite version incorporates the majority of the NCI assortment, but without the footprint and display changes in the store.

We plan to significantly expand the number of stores with either the full NCI or NCI Lite version in 2021, with a goal of more than 11,000 stores by the end of fiscal 2021.

By the end of fiscal 2021, we plan to complete our initial rollout of DG Fresh distribution facilities, which will serve all stores across the chain.

We expect this net benefit to continue in 2021 as we proceed with the rollout.

Tariffs on products from China, as applied to both our direct imports and domestic purchases, did not have a net material impact on our financial results in 2020, and we do not expect a net material impact in 2021.

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.

The COVID-19 pandemic has not materially delayed our real estate plans, and, based on information currently known to management, we do not expect any significant delays in 2021.

We expect that our traditional 7,300 square foot store format will continue to be the primary store layout for new stores in 2021.

We expect approximately 75% of our planned remodels in 2021 to feature our higher-cooler-count store format that enables us to offer an increased selection of perishable items.

In addition, the majority of these and other real estate projects in 2021 will also

incorporate high-capacity coolers.

Our smaller format store (less than 6,000 square feet) is expected to allow us to capture growth opportunities in urban areas.

We have also recently introduced two new larger format stores (one at approximately 8,500 square feet and the other at approximately 9,500 square feet), which allows us to further expand our offering and our ability to serve our customers.

We have experienced incremental costs related to the COVID-19 pandemic as discussed above under “Impact of COVID-19” and below under “Results of Operations,” some of which are expected to continue in 2021.

We completed the sorting process optimization at all of our non-refrigerated distribution centers in 2019.

Additionally, we expect to continue to add self-checkout capabilities in additional stores throughout 2021.

While we expect these increases to persist, certain of our initiatives and plans are intended to help offset these challenges, although there can be no assurance we will be successful in mitigating them.

We believe our investments in compensation and training for our store managers have contributed to improved customer experience scores, higher sales and improved turnover metrics.

the fiscal year, and the end of each of our three interim fiscal quarters.

| | ● | Our gross profit rate increased by 117 basis points due primarily to lower markdowns as a percentage of sales and higher initial markups on inventory purchases. |

| | ● | SG&A as a percentage of sales decreased by 106 basis points primarily due to our significant increase in 2020 sales, partially offset by incremental costs related to COVID-19. |

| | ● | Operating profit increased 54.4% to $3.55 billion in 2020 compared to $2.30 billion in 2019. |

As of January [removed: 29, 2021,] [added: 28, 2022,] we had [removed: no] [added: $54.3 million of] consolidated [removed: borrowings under our] commercial paper [removed: program] [added: borrowings] and no borrowings outstanding under our Revolving Facility.

The increase in cash and cash equivalents was driven primarily by our issuance of $1.5 billion of senior unsecured notes during the first quarter of 2020 as we sought to strengthen liquidity as a result of the [removed: continued] uncertainty [removed: generated] [added: caused] by the COVID-19 pandemic.

At January [removed: 31, 2020,] [added: 28, 2022,] our primary interest rate exposure was from changes in interest rates [removed: on] [added: which affect] our variable [removed: interest] rate debt.

Based on our [added: outstanding] variable rate [removed: borrowing levels] [added: debt] as of January [removed: 31, 2020,] [added: 28, 2022, after giving consideration to our interest rate swap agreements,] 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: $4.3] [added: $4.1] million in [removed: 2019.][added: 2021.]

We are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt.

Currently, we are counterparty to certain interest rate swaps with a total notional amount of $350.0 million entered into in May 2021.

These swaps are scheduled to mature in April 2030.

Under the terms of these agreements, we swapped fixed interest rates on a portion of our 2030 Senior Notes for three-month LIBOR rates.

In order to mitigate a portion of the variable rate interest exposure under the credit facilities, in prior years we have entered into various interest rate swaps.

As of January 29, 2021, no such interest rate swaps were outstanding and, as a result, we will have exposure to fluctuations in variable interest rates for any future amounts borrowed under the Revolving Facility and our commercial paper program.

We are among the largest discount retailers in the United States by number of stores, with [removed: 17,266] [added: 18,190] stores located in [removed: 46] [added: 47] states as of February [removed: 26, 2021,] [added: 25, 2022,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

Throughout [removed: 2020,] [added: 2020 and 2021,] the COVID-19 (coronavirus) pandemic resulted in widespread and continuing impacts on the global economy and [removed: has] affected our business, as well as our customers, suppliers, and other business partners.

In [removed: early] March 2020, we began seeing heightened demand from customers, particularly for consumable products such as paper, [removed: food,] [added: food] and cleaning products.

Shortly thereafter, we also saw a significant increase in demand for many non-consumable products, [removed: including home, seasonal and apparel,] resulting in a significant overall [added: sales] mix shift into non-consumable [removed: categories.][added: categories in 2020.]

[removed: We] [added: In 2020, we] incurred significant [removed: incremental expenses] [added: expense] related to the pandemic, including appreciation bonuses for retail, distribution and transportation [removed: employees, as well as for] [added: employees and] health and safety measures.

We expect to continue to be affected, although the extent and duration [removed: is] [added: are] unknown, by the COVID-19 pandemic and its effects on the economy [removed: in a variety of ways, potentially] [added: (including governmental response thereto),] including [removed: changing consumer demand (whether higher or lower) overall and in certain product categories,] [added: its impact on the global] supply chain [removed: interruptions, increased distribution] and [removed: transportation costs, and] increased [removed: costs in an effort to maintain safe work] [added: product, distribution, transportation] and [removed: shopping environments.][added: other costs.]

[added: For more information on these operating priorities, see the “Executive] Overview” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Part II, Item 7 of this report.

[removed: In] [added: From 1990 through] 2020, we achieved [removed: our 31st] [added: 31] consecutive [removed: year] [added: years] of positive same-store sales growth.

[removed: We] [added: Notwithstanding the unusual circumstances of 2020 and 2021, we] believe that this [removed: growth,] [added: consistent growth over many years,] 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 [removed: continue to] achieve positive same-store sales growth in any given [removed: year and we currently believe it is unlikely that we will achieve positive same-store sales growth in 2021 as a result of the unusually high sales results we experienced in 2020.][added: year.]

| | ● | _Time-Saving Shopping 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 [removed: quickly.] [added: quickly, and our digital tools and offerings help drive even greater convenience and additional access points.] Our product offering includes most necessities, such as basic packaged and refrigerated or frozen food and dairy products, cleaning supplies, paper products, health and beauty care items, 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. |

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

[removed: Consumables is our largest merchandise category and includes paper and cleaning products (such as paper towels, bath tissue, paper dinnerware, trash and storage bags, disinfectants, and laundry); packaged food (such as] cereals, [added: pasta,] canned [removed: soups] [added: soups, fruits] 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.

| ​ | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] | |

| Consumables | | [removed: 76.8] [added: 76.7] | % | [removed: 78.0] [added: 76.8] | % | [removed: 77.5] [added: 78.0] | % |

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

| Home products | | [removed: 6.5] [added: 6.8] | % | [removed: 5.8] [added: 6.5] | % | [removed: 5.9] [added: 5.8] | % |

| Apparel | | [removed: 4.6] [added: 4.3] | % | [removed: 4.5] [added: 4.6] | % | [removed: 4.7] [added: 4.5] | % |

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

We generally locate our stores and plan our merchandise selections to best serve the needs of our core customers, the low and fixed income households often underserved by other [removed: retailers,] [added: retailers (including grocers),] and we are focused on helping them make the most of their [added: spending dollars.]

[removed: At the same time, however, Dollar General shoppers from a wide range of income] brackets and life stages appreciate our quality merchandise as well as our attractive value and convenience proposition.

Our [removed: three] [added: two] largest suppliers accounted for approximately [removed: 9%, 8%,] [added: 9%] and 8%, respectively, of our purchases in [removed: 2020.][added: 2021.]

We directly imported approximately [removed: 5%] [added: 6%] of our purchases at cost in [removed: 2020.][added: 2021.]

In [removed: 2020,] [added: 2020 and 2021,] COVID-19 [added: and its impacts] caused disruptions in our supply chain, [added: at times] making it more difficult to obtain certain products in sufficient quantities to meet customer demand and increasing distribution and transportation costs.

We anticipate these COVID-19 effects to persist to some [removed: degree through at least the first half of 2021,] [added: degree,] although the ultimate extent and duration of the COVID-19 pandemic and its effects are unknown.

Prior to 2020, we [removed: have] [added: had] generally been able to obtain sufficient quantities of core merchandise and in cases where one or more of our current sources of supply became unavailable, we generally [removed: have] [added: had] been able to obtain alternative sources.

[removed: Alternative sources could increase our] [added: In situations where it becomes necessary to secure alternative sources, we may experience increased] merchandise costs and supply chain lead time and expenses, [removed: result in] a temporary reduction in store inventory levels, [removed: reduce our selection, or reduce the quality of our merchandise,] and [removed: an inability to obtain alternative sources could adversely affect our sales.][added: reduced product selection or quality.]

Consumer behavior driven by the COVID-19 pandemic [added: and its accompanying impacts] has resulted in a departure from seasonal norms we have experienced in recent years and may continue to disrupt the historical quarterly cadence of our results of operations for an unknown period of time.

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

Competition is intense and we believe it will continue to be so, with certain competitors reducing their store locations while others move into or increase their presence in our geographic and product markets and increase the availability of mobile, web-based and other digital technology to facilitate a more convenient and competitive [removed: customer] online and in-store [added: customer] shopping experience.

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, Dollar General®, DG®, Clover Valley®, [added: trueliving®,] and [removed: trueliving®] [added: pOpshelf®] along with variations and formatives of these trademarks.

We also hold an exclusive license to the Rexall brand through at least March 5, 2029 and the Believe Beauty brand through at least March [removed: 23, 2022.][added: 18, 2025.]

Based on a talent philosophy of “Attract, Develop, and Retain”, whether an individual works in a store, a distribution center, our store support center or our international [removed: sourcing] offices, over the last 80+ years, we have helped millions of individuals start and progress in their careers, providing employees with numerous opportunities to gain new skills and develop their talents, supported by our award-winning training and development programs.

We seek to provide market competitive compensation and benefits packages that attract talent to the organization and then retain and incent [removed: them] [added: employees] for performance.

Although eligibility for and the level of benefits vary depending on the employee’s full-time or part-time status, compensation level, date of hire, and/or length of service, the broad range of benefits we provide or make available may include: medical, prescription, telemedicine, dental and vision plans; flexible spending accounts; disability insurance; 401(k) plan; paid vacation; employee assistance program with access to legal assistance and counseling; healthy lifestyle and disease management programs; [added: education assistance benefits; parental leave; adoption assistance; service award recognition; and] a broad range of discounts for [added: other] products and [removed: services; parental leave; adoption assistance; and service award recognition.][added: services.]

As a testament to our employee development efforts, in February [removed: 2021,] [added: 2021] we were inducted into Training magazine’s Hall of Fame, following two consecutive years as the magazine’s top training and development program and rounding out 10 consecutive years among its Top 100 list.

In [removed: 2020,] [added: 2021,] we estimate we invested [removed: nearly] [added: over] three million training hours in our employees to promote their education and development.

As of February [removed: 26, 2021,] [added: 25, 2022,] we employed approximately [removed: 158,000] [added: 163,000] full-time and part-time employees, including divisional and regional [added: managers, district managers, store managers, other store personnel, and distribution center, fleet and administrative personnel.]

As of the end of [removed: 2020,] [added: 2021,] approximately [removed: 73%] [added: 76%] of store managers and thousands of additional employees, including several members of our senior leadership, have been promoted from within our organization.

To ensure we are creating an environment where our employees feel respected, safe, empowered, and motivated, we regularly monitor retention and engagement levels across the organization through a variety of means, working to understand what is important to our [removed: workforce] [added: employees] and how we can best continue to meet their evolving needs.

Many of our entry-level store employees are paid at rates in line with the applicable [added: state] minimum wage, and consequently, in certain situations, increases to such wage rates have increased our labor costs.

Overall, the mix of consumables to non-consumables sales in 2021 remained relatively consistent with 2020.

Since 2020, we also have seen a shift in consumer shopping behavior towards trip consolidation, along with an increase in average transaction amounts.

Although some of these expenses continued in 2021, they were not as significant as in 2020.

As a result of the unusually high sales results we experienced in 2020, we did not achieve positive same-store sales growth in 2021.

Consumables is our largest merchandise category and includes paper and cleaning products (such as paper towels, bath tissue, paper dinnerware, trash and storage bags, disinfectants, and laundry); packaged food (such as

Beginning in 2021, our primary new store format averages approximately 8,500 square feet of selling space.

| 2021 | | 17,177 | | 1,050 | | 97 | | 953 | | 18,130 | ​ |

At the same time, however, Dollar General shoppers from a wide range of income

An inability to obtain alternative sources could adversely affect our sales.

Certain of our competitors have greater financial, distribution,

We have also seen a shift in customer behavior toward trip consolidation, as customers are shopping our stores less frequently than in the same period in 2019, but purchased a larger average basket amount.

To address the increased demand, we increased our hiring of new store associates and worked with suppliers to incorporate new items in stores to meet the essential needs of customers while addressing certain product shortages and vendor allocation limitations.

For more information on these operating priorities, see the “Executive

| 2018 | | 14,534 | | 900 | | 64 | | 836 | | 15,370 | ​ |

spending dollars.

can.

managers, district managers, store managers, other store personnel and distribution center and administrative personnel.

For the fiscal year ended January [removed: 29, 2021,] [added: 28, 2022,] or

The aggregate market value of the registrant’s common stock outstanding and held by non-affiliates as of July [removed: 31, 2020] [added: 30, 2021] was [removed: $37.7] [added: $54.2] billion calculated using the closing market price of the registrant’s common stock as reported on the NYSE on such date [removed: ($190.40).][added: ($232.64).]

The registrant had [removed: 239,264,252] [added: 228,868,368] shares of common stock outstanding as of March [removed: 12, 2021.][added: 11, 2022.]

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: 26, 2021.][added: 25, 2022.]

| ​ | [ITEM 1B. UNRESOLVED STAFF COMMENTS](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_709342) | | [removed: 20] [added: 21] |

| ​ | [ITEM 2. PROPERTIES](#ITEM2PROPERTIES_848852) | | [removed: 20] [added: 21] |

| ​ | [ITEM 3. LEGAL PROCEEDINGS](#ITEM3LEGALPROCEEDINGS_83582) | | [removed: 21] [added: 22] |

| ​ | [ITEM 4. MINE SAFETY DISCLOSURES](#ITEM4MINESAFETYDISCLOSURES_135281) | | [removed: 21] [added: 22] |

| ​ | [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#EXECUTIVEOFFICERSOFTHEREGISTRANT_442806) | | [removed: 21] [added: 22] |

| ​ | [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_76) | | [removed: 24] [added: 25] |

| ​ | [ITEM 6. [removed: SELECTED FINANCIAL DATA](#ITEM6SELECTEDFINANCIALDATA_356509)] [added: RESERVED](#ITEM6SELECTEDFINANCIALDATA_356509)] | | [removed: 24] [added: 25] |

| ​ | [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSIS_58) | | [removed: 27] [added: 26] |

| ​ | [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | | [removed: 41] [added: 40] |

| ​ | [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | | [removed: 42] [added: 41] |

| | | [Report of Independent Registered Public Accounting [removed: Firm](#ReportofIndependentRegisteredPublicAccou)] [added: Firm](#ReportofIndependent1_574395)] | [removed: 42] [added: 65] |

| | | [Consolidated Balance Sheets](#BALANCESHEETS_88009) | [removed: 44] [added: 43] |

| | | [Consolidated Statements of Income](#STATEMENTSOFINCOME_317344) | [removed: 45] [added: 44] |

| | | [Consolidated Statements of Comprehensive Income](#COMPREHENSIVEINCOME_803563) | [removed: 46] [added: 45] |

| | | [Consolidated Statements of Shareholders' Equity](#SHAREHOLDERSEQUITY_636150) | [removed: 47] [added: 46] |

| | | [Consolidated Statements of Cash Flows](#CASHFLOWS_532721) | [removed: 48] [added: 47] |

| | | [Notes to Consolidated Financial Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_6) | [removed: 49] [added: 48] |

| ​ | [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | | [removed: 68] [added: 64] |

| ​ | [ITEM 9A. CONTROLS AND PROCEDURES](#ITEM9ACONTROLSANDPROCEDURES_424309) | | [removed: 68] [added: 64] |

| | | [Report of [added: Ernst & Young, LLP,] Independent Registered Public Accounting [removed: Firm](#ReportofIndependent1_574395)] [added: Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID:42)] | [removed: 69] [added: 41] |

| ​ | [ITEM 9B. OTHER INFORMATION](#ITEM9BOTHERINFORMATION_957047) | | [removed: 70] [added: 66] |

| ​ | [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | | [removed: 71] [added: 67] |

| ​ | [ITEM 11. EXECUTIVE COMPENSATION](#ITEM11EXECUTIVECOMPENSATION_872380) | | [removed: 71] [added: 67] |

| ​ | [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | | [removed: 72] [added: 68] |

| ​ | [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | | [removed: 72] [added: 68] |

| ​ | [ITEM 14. PRINCIPAL [removed: ACCOUNTING] [added: ACCOUNTANT] FEES AND SERVICES](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | | [removed: 72] [added: 68] |

| ​ | [ITEM 15. [removed: EXHIBITS,] [added: EXHIBITS AND] FINANCIAL STATEMENT SCHEDULES](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | | [removed: 73] [added: 69] |

| ​ | [ITEM 16. FORM 10-K SUMMARY](#ITEM16) | | [removed: 79] [added: 76] |

| [SIGNATURES](#SIGNATURES_950127) | | | [removed: 80] [added: 77] |

This report contains references to years [added: 2022,] 2021, [removed: 2020, 2019, 2018, 2017,] [added: 2020] and [removed: 2016,] [added: 2019,] which represent fiscal years ending or ended [added: February 3, 2023,] January 28, 2022, January 29, [removed: 2021,] [added: 2021 and] January 31, 2020, [removed: February 1, 2019, February 2, 2018, and February 3, 2017,] respectively.

Our [removed: 2016] [added: 2022] fiscal year [removed: consisted] [added: will consist] of 53 weeks, while each of the remaining years listed consists of 52 weeks.

For example, all statements relating to, among others, our estimated and projected expenditures, cash flows, results of operations, financial condition and liquidity; our [added: expectations regarding economic and competitive market conditions; our] plans and objectives for, and expectations regarding, future operations, [removed: economic and competitive market conditions,] growth [removed: or] [added: and] initiatives, including but not limited to the number of planned store openings, remodels and relocations, store formats or concepts, progress of [removed: merchandising,] [added: our strategic (including our non-consumables and] digital [added: initiatives, DG Fresh, Fast Track,] and [removed: other] [added: pOpshelf), merchandising, margin enhancing, and distribution/transportation efficiency (including self-distribution)] initiatives, [added: and international expansion plans;] trends in sales of consumable and non-consumable products, customer traffic and basket [removed: size, and] [added: size;] level of future costs and expenses; [added: expectations regarding inflationary and labor pressures, fuel prices, and other supply chain challenges;] potential future stock repurchases and cash dividends; anticipated borrowing under our unsecured revolving credit agreement and [added: our] commercial paper program; potential impact of the COVID-19 [removed: pandemic;] [added: pandemic and associated governmental responses;] potential impact of legal or regulatory changes [added: or governmental assistance or stimulus programs] and our responses thereto, including the potential increase of federal, state and/or local minimum wage [removed: rates] [added: rates/salary levels, as well as changes to SNAP benefits, unemployment benefits, and child tax credits,] or potential changes to the corporate tax rate; [removed: efforts to improve distribution and transportation efficiencies, including self-distribution; efforts to improve our in-stock position, customer convenience proposition and store labor productivity;] or expected outcome or effect of pending or threatened legal disputes, litigation or audits are forward-looking statements.

| ​ | [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#ITEM9CDISCLOSUREREGARDINGFOREIGN) | | 66 |

As of February [removed: 26, 2021,] [added: 25, 2022,] we operated [removed: 17,266] [added: 18,190] retail stores located in [removed: 46] [added: 47] states as follows:

| Alabama | | [removed: 829] [added: 869] | | Nevada | | 21 | ​ |

| Arizona | | [removed: 125] [added: 130] | | New Hampshire | | [removed: 42] [added: 43] | ​ |

| Arkansas | | [removed: 474] [added: 502] | | New Jersey | | [removed: 165] [added: 175] | ​ |

| California | | [removed: 238] [added: 246] | | New Mexico | | [removed: 100] [added: 111] | ​ |

| Colorado | | [removed: 62] [added: 66] | | New York | | [removed: 524] [added: 555] | ​ |

| Connecticut | | [removed: 71] [added: 76] | | North Carolina | | [removed: 916] [added: 977] | ​ |

| Delaware | | [removed: 49] [added: 50] | | North Dakota | | [removed: 51] [added: 59] | ​ |

As of February [removed: 26, 2021,] [added: 25, 2022,] we operated [removed: 17] [added: 16] distribution centers for non-refrigerated products, [removed: nine] [added: 10] cold storage distribution centers, and [removed: one] [added: two] combination distribution [removed: center] [added: centers] which [removed: has] [added: have] both refrigerated and non-refrigerated products.

We have a total of 17.5 million square feet of non-refrigerated space and a total of [removed: 2.3] [added: 2.6] million square feet of cold storage space.

We also leased approximately [removed: 1.1] [added: 2.0] million square feet of additional warehouse space in support of our distribution network for non-refrigerated merchandise.

| Florida | | 992 | | Ohio | | 943 | ​ |

| Georgia | | 1,017 | | Oklahoma | | 503 | ​ |

| Idaho | ​ | 1 | ​ | Oregon | | 77 | ​ |

| Illinois | | 637 | | Pennsylvania | | 866 | ​ |

| Indiana | | 641 | | Rhode Island | | 20 | ​ |

| Iowa | | 297 | | South Carolina | | 614 | ​ |

| Kansas | | 261 | | South Dakota | | 71 | ​ |

| Kentucky | | 655 | | Tennessee | | 897 | ​ |

| Louisiana | | 615 | | Texas | | 1,709 | ​ |

| Maine | | 63 | | Utah | | 11 | ​ |

| Maryland | | 156 | | Vermont | | 39 | ​ |

| Massachusetts | | 55 | | Virginia | | 456 | ​ |

| Michigan | | 653 | | Washington | ​ | 25 | ​ |

| Minnesota | | 192 | | West Virginia | | 271 | ​ |

| Mississippi | | 587 | | Wisconsin | | 236 | ​ |

| Missouri | | 600 | ​ | Wyoming | ​ | 9 | ​ |

| Nebraska | | 141 | ​ | ​ | ​ | ​ | ​ |

| Florida | | 940 | | Ohio | | 903 | ​ |

| Georgia | | 963 | | Oklahoma | | 480 | ​ |

| Illinois | | 610 | | Oregon | | 65 | ​ |

| Indiana | | 607 | | Pennsylvania | | 826 | ​ |

| Iowa | | 290 | | Rhode Island | | 21 | ​ |

| Kansas | | 253 | | South Carolina | | 584 | ​ |

| Kentucky | | 616 | | South Dakota | | 63 | ​ |

| Louisiana | | 594 | | Tennessee | | 856 | ​ |

| Maine | | 61 | | Texas | | 1,626 | ​ |

| Maryland | | 147 | | Utah | | 11 | ​ |

| Massachusetts | | 53 | | Vermont | | 38 | ​ |

| Michigan | | 612 | | Virginia | | 445 | ​ |

| Minnesota | | 179 | | Washington | | 10 | ​ |

| Mississippi | | 563 | | West Virginia | | 257 | ​ |

| Missouri | | 573 | ​ | Wisconsin | ​ | 216 | ​ |

| Nebraska | | 132 | ​ | Wyoming | ​ | 5 | ​ |

We are currently in the process of constructing one cold storage distribution center and one combination distribution center and are adding cold storage to one of our existing non-refrigerated distribution centers, all of which are expected to be operational in either 2021 or 2022.

Information regarding our current executive officers as of March [removed: 19, 2021] [added: 18, 2022] is set forth below.

| Todd J. Vasos | ​ | [removed: 59] [added: 60] | ​ | Chief Executive Officer and Director |

| John W. Garratt | ​ | [removed: 52] [added: 53] | ​ | Executive Vice President and Chief Financial Officer |

| Jeffery C. Owen | ​ | [removed: 51] [added: 52] | ​ | Chief Operating Officer |

| [removed: Michael J. Kindy] [added: Antonio Zuazo] | ​ | [removed: 55] [added: 50] | ​ | Executive Vice President, Global Supply Chain |

| Kathleen A. Reardon | ​ | [removed: 49] [added: 50] | ​ | Executive Vice President and Chief People Officer |

| Steven G. Sunderland | ​ | [removed: 57] [added: 58] | ​ | Executive Vice President, Store Operations |

| Rhonda M. Taylor | ​ | [removed: 53] [added: 54] | ​ | Executive Vice President and General Counsel |

| Carman R. Wenkoff | ​ | [removed: 53] [added: 54] | ​ | Executive Vice President and Chief Information Officer |

| Anita C. Elliott | ​ | [removed: 56] [added: 57] | ​ | Senior Vice President and Chief Accounting Officer |

Mr. [removed: Kindy] [added: Zuazo] has served as Executive Vice President, Global Supply Chain since [removed: August 2018.][added: April 16, 2021.]

He joined Dollar General as [removed: Vice President, Distribution Centers] [added: Senior Director, Inventory and Planning Systems] in [removed: December 2008,] [added: May 2010,] became Vice President, [removed: Transportation] [added: Inventory and Demand Management] in [removed: May] [added: February] 2013, and was promoted to Senior Vice President, [removed: Global Supply Chain] [added: Inventory and Transportation] in [removed: June 2015.][added: August 2018.]

Ms. Reardon has served as Executive Vice President and Chief People Officer since August [removed: 25,] 2020.

Ms. E. Taylor has served as Executive Vice President and Chief Merchandising Officer since September [removed: 25,] 2020.

He also previously served as Chairman of the Board and Co-President of Retail Gift Card Association (February 2008 to May 2012); Deputy Chief Information Officer for Independent Purchase Cooperative, Inc. (May 2005 to May 2012) and President of its subsidiary, Value Pay [added: 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 of Ontain Corporation (January 2000 to December 2004).]

Prior to joining Dollar General, Mr. Zuazo served as Director of Pricing Strategy

for Dreyer’s Grand Ice Cream from January 2009 to May 2010 and Director of Procurement for Longs Drug Stores Corporation from January 2006 to December 2008, and prior thereto, held various roles of increasing responsibility with Safeway Inc., primarily in its corporate business processes department, from August 1998 to December 2005.

Mr. Zuazo began his career in January 1988 with Lucky Stores and served as a pricing analyst for its Northern California division from October 1995 to August 1998.

As previously announced, Mr. Kindy plans to retire from Dollar General effective April 15, 2021.

Prior to joining Dollar General, Mr. Kindy had 14 years of grocery distribution management and 5 years of logistics and distribution consulting experience.

He served as Senior Director, Warehouse Operations, for ConAgra Foods from November 2007 to December 2008.

Since beginning his career in July 1989, Mr. Kindy also held various distribution and warehouse leadership positions at Safeway, Inc., Crum & Crum Logistics, and Specialized Distribution Management, Inc., and served as a principal consultant for PricewaterhouseCoopers.

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 of Ontain Corporation (January 2000 to December 2004).

Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March [removed: 12, 2021,] [added: 11, 2022,] there were approximately [removed: 2,757] [added: 2,784] shareholders of record of our common stock.

Our Board of Directors most recently increased the amount of the quarterly cash dividend from [removed: $0.36 to] $0.42 [added: to $0.55] beginning with the dividend payable on April [removed: 20, 2021.][added: 19, 2022.]

The following table contains information regarding purchases of our common stock made during the quarter ended January [removed: 29, 2021] [added: 28, 2022] 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) | 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 17,] [added: December 1,] 2021 to increase the repurchase authorization by $2.0 billion, bringing the cumulative total value of authorized share repurchases under the program since its inception to [removed: $12.0 billion ($2.38 billion of which was available for repurchase as of March 17, 2021 following the increase in the authorization).] [added: $14.0 billion.] Under the authorization, repurchases may be made from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act, or in privately negotiated transactions. The timing, manner and number of shares repurchased will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under the Company’s debt agreements and other factors. This repurchase authorization has no expiration date. |

| 10/30/21-11/30/21 | | — | ​ | $ | — | | — | ​ | $ | 619,407,000 | ​ |

| 12/01/21-12/31/21 | | 1,742,979 | ​ | $ | 225.05 | | 1,742,979 | ​ | $ | 2,227,145,000 | ​ |

| 01/01/22-01/28/22 | | 414,427 | ​ | $ | 235.26 | | 414,427 | ​ | $ | 2,129,645,000 | ​ |

| Total | | 2,157,406 | ​ | $ | 227.01 | | 2,157,406 | ​ | $ | 2,129,645,000 | ​ |

| 10/31/20-11/30/20 | | — | ​ | $ | — | | — | ​ | $ | 1,579,203,000 | ​ |

| 12/01/20-12/31/20 | | 2,527,911 | ​ | $ | 210.44 | | 2,527,911 | ​ | $ | 1,047,218,000 | ​ |

| 01/01/21-01/29/21 | | 1,725,845 | ​ | $ | 213.17 | | 1,725,845 | ​ | $ | 679,314,000 | ​ |

| Total | | 4,253,756 | ​ | $ | 211.55 | | 4,253,756 | ​ | $ | 679,314,000 | ​ |

Not applicable.

The following table sets forth selected consolidated financial and operating information of Dollar General Corporation as of the dates and for the periods indicated.

The selected historical statement of income data and statement of cash flows data for the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019, and balance sheet data as of January 29, 2021 and January 31, 2020, 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 February 2, 2018 and February 3, 2017 and balance sheet

data as of February 1, 2019, February 2, 2018, and February 3, 2017 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations 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.

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

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

| (Amounts in millions, excluding per share data, | | Year Ended | | | | | | | | | | | | | | |

| number of stores, selling square feet, and net sales | ​ | January 29, | | ​ | January 31, | | ​ | February 1, | | ​ | February 2, | | ​ | February 3, | | |

| per square foot) | ​ | 2021 | | ​ | 2020 | | ​ | 2019 | | ​ | 2018 | | ​ | 2017(1) | | |

| Statement of Income Data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net sales | ​ | $ | 33,746.8 | ​ | $ | 27,754.0 | ​ | $ | 25,625.0 | ​ | $ | 23,471.0 | ​ | $ | 21,986.6 | ​ |

| Cost of goods sold | ​ | | 23,028.0 | ​ | | 19,264.9 | ​ | | 17,821.2 | ​ | | 16,249.6 | ​ | | 15,204.0 | ​ |

| Gross profit | ​ | | 10,718.9 | ​ | | 8,489.1 | ​ | | 7,803.9 | ​ | | 7,221.4 | ​ | | 6,782.6 | ​ |

| Selling, general and administrative expenses | ​ | | 7,164.1 | ​ | | 6,186.8 | ​ | | 5,687.6 | ​ | | 5,213.5 | ​ | | 4,719.2 | ​ |

| Operating profit | ​ | | 3,554.8 | ​ | | 2,302.3 | ​ | | 2,116.3 | ​ | | 2,007.8 | ​ | | 2,063.4 | ​ |

| Interest expense | ​ | | 150.4 | ​ | | 100.6 | ​ | | 99.9 | ​ | | 97.0 | ​ | | 97.8 | ​ |

| Other (income) expense | ​ | | — | ​ | | — | ​ | | 1.0 | ​ | | 3.5 | ​ | | — | ​ |

| Income before income taxes | ​ | | 3,404.4 | ​ | | 2,201.7 | ​ | | 2,015.4 | ​ | | 1,907.3 | ​ | | 1,965.6 | ​ |

| Income tax expense | ​ | | 749.3 | ​ | | 489.2 | ​ | | 425.9 | ​ | | 368.3 | ​ | | 714.5 | ​ |

| Net income | ​ | $ | 2,655.1 | ​ | $ | 1,712.6 | ​ | $ | 1,589.5 | ​ | $ | 1,539.0 | ​ | $ | 1,251.1 | ​ |

| Earnings per share—basic | ​ | $ | 10.70 | ​ | $ | 6.68 | ​ | $ | 5.99 | ​ | $ | 5.64 | ​ | $ | 4.45 | ​ |

| Earnings per share—diluted | ​ | | 10.62 | ​ | | 6.64 | ​ | | 5.97 | ​ | | 5.63 | ​ | | 4.43 | ​ |

| Dividends per share | ​ | | 1.44 | ​ | | 1.28 | ​ | | 1.16 | ​ | | 1.04 | ​ | | 1.00 | ​ |

| Statement of Cash Flows Data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net cash provided by (used in): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Operating activities | ​ | $ | 3,876.2 | ​ | $ | 2,238.0 | ​ | $ | 2,143.6 | ​ | $ | 1,802.1 | ​ | $ | 1,605.0 | ​ |

| Investing activities | ​ | | (1,024.9) | ​ | | (782.5) | ​ | | (731.6) | ​ | | (645.0) | ​ | | (550.9) | ​ |

| Financing activities | ​ | | (1,715.0) | ​ | | (1,450.7) | ​ | | (1,443.9) | ​ | | (1,077.6) | ​ | | (1,024.1) | ​ |

| Total capital expenditures | ​ | | (1,028.0) | ​ | | (784.8) | ​ | | (734.4) | ​ | | (646.5) | ​ | | (560.3) | ​ |

| Other Financial and Operating Data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Same store sales growth(2) | ​ | | 16.3 | % | | 3.9 | % | | 3.2 | % | | 2.7 | % | | 0.9 | % |

| Same store sales(2) | ​ | $ | 31,905.3 | ​ | $ | 26,374.0 | ​ | $ | 23,854.0 | ​ | $ | 21,871.6 | ​ | $ | 20,348.1 | ​ |

| Number of stores included in same store sales calculation | ​ | | 16,050 | ​ | | 15,209 | ​ | | 14,283 | ​ | | 13,150 | ​ | | 12,383 | ​ |

| Number of stores (at period end) | ​ | | 17,177 | ​ | | 16,278 | ​ | | 15,370 | ​ | | 14,534 | ​ | | 13,320 | ​ |

| Selling square feet (in thousands at period end) | ​ | | 127,056 | ​ | | 120,342 | ​ | | 113,755 | ​ | | 107,821 | ​ | | 98,943 | ​ |

| Net sales per square foot(3) | ​ | $ | 273 | ​ | $ | 237 | ​ | $ | 231 | ​ | $ | 227 | ​ | $ | 229 | ​ |

| Consumables sales | ​ | | 76.8 | % | | 78.0 | % | | 77.5 | % | | 76.9 | % | | 76.4 | % |

| Seasonal sales | ​ | | 12.1 | % | | 11.7 | % | | 11.9 | % | | 12.1 | % | | 12.2 | % |

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of January [removed: 29, 2021] [added: 28, 2022] and January [removed: 31, 2020,] [added: 29, 2021,] 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: 29, 2021,] [added: 28, 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January [removed: 29, 2021] [added: 28, 2022] and January [removed: 31, 2020,] [added: 29, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 29, 2021,] [added: 28, 2022,] 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) (PCAOB), the Company's internal control over financial reporting as of January [removed: 29, 2021,] [added: 28, 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March [removed: 19, 2021,] [added: 18, 2022,] expressed an unqualified opinion thereon.

| _Description of the Matter_ | The Company records expenses and reserves for workers’ compensation matters related to alleged work-related employee accidents and injuries, as well as general liability matters related to alleged non-employee incidents and injuries. At January [removed: 29, 2021,] [added: 28, 2022,] the Company’s reserves for self-insurance risks were [removed: $245.1] [added: $257.4] million, which includes workers’ compensation and general liability reserves. As discussed in Note 1 of the consolidated financial statements, the Company retains a significant portion of risk related to its workers’ compensation and general liability exposures. Accordingly, provisions are recorded for the Company’s estimates of such losses. The undiscounted future claim costs for the workers’ compensation and general liability exposures are estimated using actuarial methods. ​ Auditing management’s assessment of the recorded [added: workers’ compensation and general liability] self-insurance exposure reserves was complex and judgmental due to the significant assumptions required in projecting the exposure on incurred claims (including those which have not been reported to the Company). In particular, the estimate was sensitive to significant assumptions such as loss development factors, trend factors, pure loss rates, and projected claim counts. | |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for these self-insurance exposures. For example, we tested controls over the appropriateness of the assumptions management used in the calculation and the completeness and accuracy of the data underlying the reserves. ​ To test the Company’s determination of the estimated required [added: workers’ compensation and general liability] self-insurance reserves, we performed audit procedures that included, among others, assessing the actuarial valuation methodologies utilized by management, testing the significant assumptions discussed above, testing the completeness and accuracy of the underlying data used by the Company in its evaluation, and testing the mathematical accuracy of the calculations. We also compared the significant assumptions used by management to industry accepted actuarial assumptions, reassessed the accuracy of management’s historical estimates utilized in prior period evaluations, and utilized an actuarial valuation specialist to assist in assessing the valuation methodologies and significant assumptions used in the valuation analysis, as well as to compare the Company’s recorded reserve to an independently developed range of actuarial reserves. | |

[removed: March 19, 2021][added: | ​ | ​ | 2021 | | | | | | | ​ |]

| ​ | | January [removed: 29,] [added: 28,] | | | January [removed: 31,] [added: 29,] | | |

| ​ | [added: ​ | 2022 | |] ​ | 2021 | | ​ | 2020 | | |

| Cash and cash [removed: equivalents | ​] [added: equivalents, beginning of period] | [removed: $] | 1,376,577 | ​ | [removed: $] | 240,320 | ​ | [added: | 235,487 | ​ |]

| Merchandise inventories | ​ | | [removed: 5,247,477] [added: 5,614,325] | ​ | | [removed: 4,676,848] [added: 5,247,477] | ​ |

| Income taxes receivable | ​ | ​ | [removed: 90,760] [added: 97,394] | ​ | ​ | [removed: 76,537] [added: 90,760] | ​ |

| Prepaid expenses and other current assets | ​ | | [removed: 199,405] [added: 247,295] | ​ | | [removed: 184,163] [added: 199,405] | ​ |

| Total current assets | ​ | | [removed: 6,914,219] [added: 6,303,843] | ​ | | [removed: 5,177,868] [added: 6,914,219] | ​ |

| Net property and equipment | ​ | | [removed: 3,899,997] [added: 4,346,127] | ​ | | [removed: 3,278,359] [added: 3,899,997] | ​ |

| Operating lease assets | ​ | ​ | [removed: 9,473,330] [added: 10,092,930] | ​ | ​ | [removed: 8,796,183] [added: 9,473,330] | ​ |

| Other intangible assets, net | ​ | | [removed: 1,199,870] [added: 1,199,750] | ​ | | [removed: 1,200,006] [added: 1,199,870] | ​ |

| Other assets, net | ​ | | [removed: 36,619] [added: 46,132] | ​ | | [removed: 34,079] [added: 36,619] | ​ |

| Total assets | ​ | $ | [removed: 25,862,624] [added: 26,327,371] | ​ | $ | [removed: 22,825,084] [added: 25,862,624] | ​ |

| Current portion of operating lease liabilities | ​ | $ | [removed: 1,074,079] [added: 1,183,559] | ​ | $ | [removed: 964,805] [added: 1,074,079] | ​ |

| Accounts payable | ​ | | [removed: 3,614,089] [added: 3,738,604] | ​ | | [removed: 2,860,682] [added: 3,614,089] | ​ |

| Accrued expenses and other | ​ | | [removed: 1,006,552] [added: 1,049,139] | ​ | | [removed: 709,156] [added: 1,006,552] | ​ |

| Income taxes payable | ​ | | [removed: 16,063] [added: 8,055] | ​ | | [removed: 8,362] [added: 16,063] | ​ |

| Total current liabilities | ​ | | [removed: 5,710,783] [added: 5,979,357] | ​ | | [removed: 4,543,005] [added: 5,710,783] | ​ |

| Long-term obligations | ​ | | [removed: 4,130,975] [added: 4,172,068] | ​ | | [removed: 2,911,993] [added: 4,130,975] | ​ |

| Long-term operating lease liabilities | ​ | ​ | [removed: 8,385,388] [added: 8,890,709] | ​ | ​ | [removed: 7,819,683] [added: 8,385,388] | ​ |

| Deferred income taxes | ​ | | [removed: 710,549] [added: 825,254] | ​ | | [removed: 675,227] [added: 710,549] | ​ |

| Other liabilities | ​ | | [removed: 263,691] [added: 197,997] | ​ | | [removed: 172,676] [added: 263,691] | ​ |

| Common stock; $0.875 par value, 1,000,000 shares authorized, [removed: 240,785] [added: 230,016] and [removed: 251,936] [added: 240,785] shares issued and outstanding at January [removed: 29, 2021] [added: 28, 2022] and January [removed: 31, 2020,] [added: 29, 2021,] respectively | ​ | | [removed: 210,687] [added: 201,265] | ​ | | [removed: 220,444] [added: 210,687] | ​ |

| Additional paid-in capital | ​ | | [removed: 3,446,612] [added: 3,587,914] | ​ | | [removed: 3,322,531] [added: 3,446,612] | ​ |

| Retained earnings | ​ | | [removed: 3,006,102] [added: 2,473,999] | ​ | | [removed: 3,162,660] [added: 3,006,102] | ​ |

| Accumulated other comprehensive loss | ​ | | [removed: (2,163)] [added: (1,192)] | ​ | | [removed: (3,135)] [added: (2,163)] | ​ |

| Total shareholders’ equity | ​ | | [removed: 6,661,238] [added: 6,261,986] | ​ | | [removed: 6,702,500] [added: 6,661,238] | ​ |

| Total liabilities and shareholders' equity | ​ | $ | [removed: 25,862,624] [added: 26,327,371] | ​ | $ | [removed: 22,825,084] [added: 25,862,624] | ​ |

| ​ | [removed: ​ |] For the Year Ended | | | | | | | | |

| ​ | | January [removed: 29,] [added: 28,] | | | January [removed: 31,] [added: 29,] | | | [removed: February 1,] [added: January 31,] | | |

| [removed: ​] [added: (In thousands)] | [removed: ​] | 2021 | | [removed: ​] | 2020 | | [removed: ​] | 2019 | | |

| Net sales | ​ | $ | [removed: 33,746,839] [added: 34,220,449] | ​ | $ | [removed: 27,753,973] [added: 33,746,839] | ​ | $ | [removed: 25,625,043] [added: 27,753,973] | ​ |

| Cost of goods sold | ​ | | [removed: 23,027,977] [added: 23,407,443] | ​ | | [removed: 19,264,912] [added: 23,027,977] | ​ | | [removed: 17,821,173] [added: 19,264,912] | ​ |

| Gross profit | ​ | | [removed: 10,718,862] [added: 10,813,006] | ​ | | [removed: 8,489,061] [added: 10,718,862] | ​ | | [removed: 7,803,870] [added: 8,489,061] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 7,164,097] [added: 7,592,331] | ​ | | [removed: 6,186,757] [added: 7,164,097] | ​ | | [removed: 5,687,564] [added: 6,186,757] | ​ |

March 18, 2022

| ​ | ​ | 2022 | | ​ | 2021 | | |

| Cash and cash equivalents | ​ | $ | 344,829 | ​ | $ | 1,376,577 | ​ |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,399,232 | ​ | | — | ​ | | 2,399,232 | ​ |

| Repurchases of common stock | | (12,058) | ​ | | (10,551) | ​ | | — | ​ | | (2,539,118) | ​ | | — | ​ | | (2,549,669) | ​ |

| Balances, January 28, 2022 | | 230,016 | ​ | $ | 201,265 | ​ | $ | 3,587,914 | ​ | $ | 2,473,999 | ​ | $ | (1,192) | ​ | $ | 6,261,986 | ​ |

| ​ | 2022 | | ​ | 2021 | | ​ | 2020 | | |

| ​ | ​ | ​ | ​ | ​ | ​ | | 7,937,774 | ​ | | 7,264,330 | ​ |

| ​ | ​ | $ | 1,049,139 | ​ | $ | 1,006,552 | ​ |

| ​ | ​ | $ | 197,997 | ​ | $ | 263,691 | ​ |

In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards updates pertaining to reference rate reform.

This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of LIBOR, related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates.

The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2022.

| Basic earnings per share | ​ | $ | 2,399,232 | | 234,261 | ​ | $ | 10.24 | ​ |

| Diluted earnings per share | ​ | $ | 2,399,232 | | 235,812 | ​ | $ | 10.17 | ​ |

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

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

The effective income tax rate was lower in 2021 primarily due to increased income tax benefits associated with federal tax credits partially offset by a higher state effective tax rate compared to 2020.

| ​ | ​ | | 2,736,398 | ​ | | 2,609,275 | ​ |

| 2022 | ​ | $ | 1,529,978 | ​ |

| 2023 | ​ | | 1,477,694 | ​ |

| 2024 | ​ | | 1,407,824 | ​ |

| 2025 | ​ | | 1,295,775 | ​ |

| 2026 | ​ | | 1,166,717 | ​ |

| Thereafter | ​ | | 5,063,197 | ​ |

| (In thousands) | ​ | 2022 | | ​ | 2021 | | |

| ​ | ​ | $ | 4,172,068 | ​ | $ | 4,130,975 | ​ |

The Company amended and extended its existing senior unsecured revolving credit facility (the “Revolving Facility”) on December 2, 2021.

The Revolving Facility includes customary LIBOR replacement provisions.

During the second quarter of 2021, the Company entered into interest rate swaps on a portion of the 2030 Senior Notes.

These interest rate swaps are being accounted for as fair value hedges, with the derivative asset or liability offset by a corresponding adjustment to the carrying value of the 2030 Senior Notes.

Such arrangements are not material to the Company’s consolidated financial statements.

| (In thousands) | ​ | (Level 1) | | ​ | (Level 2) | | ​ | (Level 3) | | ​ | 2022 | | ​ |

| Long-term obligations (a) | ​ | $ | 4,229,161 | ​ | $ | 213,825 | ​ | $ | — | ​ | $ | 4,442,986 | ​ |

| --- | --- |

The majority of the legal matters related to the 2019 accrual have been resolved, and the Company does not believe that any remaining related matters will result in liability that is material to the Company’s annual consolidated financial statements.

On May 26, 2021, the Company’s shareholders approved the Dollar General Corporation 2021 Stock Incentive Plan (“2021 Plan”), which replaced the Company’s 2007 Stock Incentive Plan (“2007 Plan”).

Upon the effective date of the 2021 Plan, no new awards may be granted under the 2007 Plan.

Awards previously granted under the 2007 Plan remain outstanding in accordance with their terms.

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

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

| Other (income) expense | ​ | | — | ​ | | — | ​ | | 1,019 | ​ |

| Balances, February 2, 2018 | | 268,733 | ​ | $ | 235,141 | ​ | $ | 3,196,462 | ​ | $ | 2,698,352 | ​ | $ | (4,181) | ​ | $ | 6,125,774 | ​ |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 1,589,472 | ​ | | — | ​ | | 1,589,472 | ​ |

| Repurchases of common stock | | (9,891) | ​ | | (8,655) | ​ | | — | ​ | | (998,839) | ​ | | — | ​ | | (1,007,494) | ​ |

| Transition adjustment upon adoption of accounting standard (see Note 1) | ​ | — | ​ | | — | ​ | | — | ​ | | (41,316) | ​ | | — | ​ | ​ | (41,316) | ​ |

| Cash and cash equivalents, beginning of period | ​ | | 240,320 | ​ | | 235,487 | ​ | | 267,441 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | | 7,264,330 | ​ | | 6,097,970 | ​ |

| | | | | | | | | | | | ​ |

| ​ | | | | | | | | | | | ​ |

| ​ | ​ | $ | 1,006,552 | ​ | $ | 709,156 | ​ |

For years prior to 2019, rent expense was recognized over the term of the lease.

The Company recorded minimum rental expense on a straight-line basis over the base, non-cancelable lease term commencing on the date that the Company took physical possession of the property from the landlord.

When a lease contained a predetermined fixed escalation of the minimum rent, the Company recognized the related rent expense on a straight-line basis and recorded the difference between the recognized rental expense and the amounts payable under the

lease as deferred rent.

Tenant allowances, to the extent received, were recorded as deferred incentive rent and were amortized as a reduction to rent expense over the term of the lease.

The difference between the calculated expense and the amounts paid result in a liability which was classified in other long-term liabilities in the consolidated balance sheet.

| ​ | ​ | $ | 263,691 | ​ | $ | 172,676 | ​ |

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance related to the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract.

These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, as well as hosting arrangements that include an internal use software license.

This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted.

The Company adopted this guidance on a prospective basis and such adoption had an immaterial effect on the Company’s consolidated financial position and results of operations.

Also in August 2018, the FASB issued guidance related to the disclosure requirements for fair value measurement.

This guidance added, modified, and removed certain disclosure requirements related to assets and liabilities recorded at fair value.

The majority of this guidance pertains to assets and liabilities classified in Level 3 of the fair value hierarchy, and the Company has no such assets or liabilities.

This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted.

In January 2017, the FASB issued amendments to existing guidance related to the subsequent measurement of goodwill.

Subsequent to adoption, the Company will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

The amendments are being applied on a prospective basis.

The adoption of this guidance did not affect the Company’s consolidated results of operations, financial position or cash flows.

In June 2016, the FASB issued guidance related to measurement requirements for credit losses on financial instruments.

These amendments require a financial asset or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected.

The guidance requires measurement of expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts.

This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted.

The adoption of this guidance did not affect the Company’s consolidated results of operations, financial position or cash flows.

The Company adopted new accounting guidance related to leases as of February 2, 2019.

The cumulative effect of applying the standard resulted in an adjustment to retained earnings of $28.8 million at February 2, 2019, primarily for the elimination of deferred gain on a prior sale-leaseback transaction.

Because the standard was adopted under the modified retrospective approach, it did not impact the Company’s historical consolidated net income or cash flows.

Based on its assessment, management has concluded that our internal control over financial reporting is effective as of January [removed: 29, 2021.][added: 28, 2022.]

We have audited Dollar General Corporation and subsidiaries’ internal control over financial reporting as of January [removed: 29, 2021,] [added: 28, 2022,] 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 (the Company) maintained, in all material respects, effective internal control over financial reporting as of January [removed: 29, 2021,] [added: 28, 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2020] [added: 2021] consolidated financial statements of the Company and our report dated March [removed: 19, 2021,] [added: 18, 2022,] expressed an unqualified opinion thereon.

_(d) Changes in Internal Control Over Financial Reporting._ There have been no changes during the quarter ended January [removed: 29, 2021] [added: 28, 2022] in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

March 18, 2022

March 19, 2021

​

Not applicable.

On March 16, 2021, the Company’s Compensation Committee (the “Committee”) approved the Company’s 2021 short-term incentive bonus program applicable to the Company’s named executive officers (“2021 Teamshare”) on the terms and subject to the conditions set forth in the Teamshare Incentive Program document attached hereto as Exhibit 10.33.

The Committee again selected adjusted EBIT as the Company-wide performance measure for 2021 Teamshare and established the target level of adjusted EBIT consistent with adjusted EBIT in the Company’s fiscal year 2021 financial plan previously approved by the Board of Directors.

The Committee determined that adjusted EBIT shall mean the Company’s operating profit as calculated in accordance with United States generally accepted accounting principles, but shall exclude the impact of (a) any costs, fees and expenses directly related to the consideration, negotiation, preparation, or consummation of any asset sale, merger or other transaction that results in a Change in Control (within the meaning of the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan) of the Company or any offering of Company common stock or other security; (b) disaster-related charges; (c) any gains or losses associated with the Company’s LIFO computation; and (d) unless the Committee disallows any such item, (i) any unbudgeted loss which individually exceeds $1 million as a result of the resolution of a legal matter or (ii) any unplanned loss or gain which individually exceeds $1 million related to the implementation of accounting or tax legislative changes or changes in federal, state or local wage or benefit mandates, or (iii) any unplanned loss or gain which individually exceeds $1 million of a non-recurring nature, provided that the combined amount of (i), (ii) and (iii) equals or exceeds loss(es) or gain(s) of $10 million in the aggregate.

The Committee established the threshold below which no bonus may be paid under 2021 Teamshare at 85% of the target level of the adjusted EBIT performance measure and the maximum above which no additional bonus may be paid at 130% of the target level of the adjusted EBIT performance measure.

The amount of bonus paid to named executive officers will vary between 0% and 300% of the target bonus payment amount based on actual Company performance compared to target performance on a graduated scale, with performance at the target level resulting in 100% of the target bonus amount being earned, and if a named executive officer is determined to be eligible to receive a 2021 Teamshare bonus payout in accordance with the eligibility rules, adjustments to bonus payouts may be made upward or downward based upon individual performance or other factors as determined in the sole discretion of the Committee.

The target percentage of base salary payout for 2021 Teamshare for Mr. Vasos, Mr. Owen, Mr. Garratt, Ms. R. Taylor and Mr. Wenkoff is 150%, 100%, 75%, 75% and 75%, respectively.

The foregoing description of 2021 Teamshare is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the filed Teamshare Incentive Program document attached hereto as Exhibit 10.33.

PART III

Not applicable.

PART III

_(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” and “Are there any family relationships between any of the directors, executive officers or nominees,” in each case 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: 26, 2021] [added: 25, 2022] (the [removed: “2021] [added: “2022] Proxy Statement”), which information under such captions is incorporated herein by reference.

[removed: _(b)] [added: _(c)] Code of Business Conduct and Ethics._ We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and Board members.

[removed: _(c)] [added: _(d)] Procedures for Shareholders to Recommend Director Nominees._ There have been no material changes to the procedures by which security holders may recommend nominees to the registrant’s Board of Directors.

[removed: _(d)] [added: _(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 “What other functions are performed by the Board’s Committees” and “Does an audit committee financial expert serve on the Audit Committee,” in each case under the heading “Corporate Governance” in the [removed: 2021] [added: 2022] Proxy Statement, which information pertaining to the audit committee and its membership and audit committee financial experts under such captions is incorporated herein by reference.

_(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 “Delinquent Section 16(a) Reports” under the heading “Security Ownership” in the 2022 Proxy Statement, which information under such caption is incorporated herein by reference.

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, pay ratio disclosure, and compensation committee interlocks and insider participation is contained under the captions “Director Compensation” and “Executive Compensation” in the [removed: 2021] [added: 2022] 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: 29, 2021:][added: 28, 2022:]

| (1) | Column (a) consists of shares of common stock issuable upon exercise of outstanding options and upon vesting and payment of outstanding restricted stock units, performance share units and deferred shares, including [added: any] dividend equivalents accrued thereon, under the [added: 2021 Stock Incentive Plan and the] Amended and Restated 2007 Stock Incentive Plan. Restricted stock units, performance share 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, they have been excluded for purposes of computing the weighted-average exercise price in column (b). Column (c) consists of shares remaining available for future grants pursuant to the [removed: Amended and Restated 2007] [added: 2021] Stock Incentive Plan, whether in the form of options, stock appreciation rights, stock, restricted stock, restricted stock units, performance share units or other stock-based awards. |

_(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: 2021] [added: 2022] Proxy Statement, which information under such caption is incorporated herein by reference.

| Equity compensation plans approved by security holders(1) | | 3,116,065 | ​ | $ | 133.62 | | 11,808,906 | ​ |

| Total(1) | | 3,116,065 | ​ | $ | 133.62 | | 11,808,906 | ​ |

| Equity compensation plans approved by security holders(1) | | 3,786,370 | ​ | $ | 104.69 | | 14,363,390 | ​ |

| Total(1) | | 3,786,370 | ​ | $ | 104.69 | | 14,363,390 | ​ |

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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Proxy Statement, which information under such caption is incorporated herein by reference.

| (a) | [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) | [removed: 42] [added: 41] |

| ​ | [Consolidated Balance Sheets](#BALANCESHEETS_88009) | [removed: 44] [added: 43] |

| ​ | [Consolidated Statements of Income](#STATEMENTSOFINCOME_317344) | [removed: 45] [added: 44] |

| ​ | [Consolidated Statements of Comprehensive Income](#COMPREHENSIVEINCOME_803563) | [removed: 46] [added: 45] |

| ​ | [Consolidated Statements of Shareholders’ Equity](#SHAREHOLDERSEQUITY_636150) | [removed: 47] [added: 46] |

| ​ | [Consolidated Statements of Cash Flows](#CASHFLOWS_532721) | [removed: 48] [added: 47] |

| ​ | [Notes to Consolidated Financial Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_6) | [removed: 49] [added: 48] |

| 3.1 | | [Amended and Restated Charter of Dollar General Corporation (effective May [removed: 27, 2020)] [added: 28, 2021)] (incorporated by reference to Exhibit 3.1 to Dollar General Corporation’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the fiscal quarter ended] [added: 8-K dated] May [removed: 1, 2020,] [added: 26, 2021,] filed with the SEC on [removed: May 28, 2020] [added: June 1, 2021] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000155837020007046/dg-20200501xex3d1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465921074393/tm2117296d1_ex3-1.htm)] |

| 3.2 | ​ | [Amended and Restated Bylaws of Dollar General Corporation (effective May [removed: 27, 2020)] [added: 28, 2021)] (incorporated by reference to Exhibit 3.2 to Dollar General Corporation’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the fiscal quarter ended] [added: 8-K dated] May [removed: 1, 2020,] [added: 26, 2021,] filed with the SEC on [removed: May 28, 2020] [added: June 1, 2021] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000155837020007046/dg-20200501xex3d2.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465921074393/tm2117296d1_ex3-2.htm)] |

| 4.14 | ​ | [Amended and Restated Credit Agreement, dated as of [removed: September 10, 2019,] [added: December 2, 2021,] among Dollar General Corporation, as borrower, Citibank, N.A., as administrative agent, and the other credit parties and lenders party thereto (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated [removed: September 10, 2019,] [added: December 2, 2021,] filed with the SEC on [removed: September 13, 2019] [added: December 3, 2021] (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000141057819001228/tv529298_ex4-1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465921146404/tm2134517d1_ex4-1.htm)] |

| 4.15 | ​ | [Material terms of outstanding securities registered under Section 12 of the [added: Securities] Exchange Act of [removed: 1934] [added: 1934,] as [added: amended, as] required by Item 202(a)-(d) and (f) of Regulation [removed: S-K](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex4d15.htm)] [added: S-K](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex4d15.htm)] |

| [removed: 10.2] [added: 10.3] | ​ | [Form of Stock Option Award Agreement (approved March 20, 2012) for annual awards beginning March 2012 and prior to March 2015 to certain employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Current Report on Form 8-K dated March 20, 2012, filed with the SEC on March 26, 2012 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465912021011/a12-7912_1ex10d1.htm) |

| [removed: 10.3] [added: 10.4] | ​ | [Form of Stock Option Award Agreement (approved August 26, 2014) for annual awards beginning March 2015 and prior to March 2016 to certain employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014, filed with the SEC on December 4, 2014 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d2.htm) |

| [removed: 10.4] [added: 10.5] | ​ | [Form of Stock Option Award Agreement (approved March 16, 2016) for annual awards beginning March 2016 and prior to March 2017 to certain employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2016, filed with the SEC on March 22, 2016 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000104746916011420/a2227409zex-10_5.htm) |

| [removed: 10.5] [added: 10.6] | ​ | [Form of Stock Option Award Agreement (approved March 22, 2017) for annual awards beginning March 2017 and prior to March 2018 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017, filed with the SEC on March 24, 2017 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837017002116/dg-20170203ex107475c59.htm) |

| [removed: 10.6] [added: 10.7] | ​ | [Form of Stock Option Award Agreement (approved March 21, 2018) for annual awards beginning March 2018 and prior to March 2021 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018, filed with the SEC on March 23, 2018 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837018002366/dg-20180202ex107e0777c.htm) |

| [removed: 10.7] [added: 10.9] | ​ | [Form of Stock Option Award Agreement (approved March [removed: 16, 2021)] [added: 15, 2022)] for annual awards beginning March [removed: 2021] [added: 2022] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation [removed: Amended and Restated 2007] [added: 2021] Stock Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d7.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d9.htm)] |

| [removed: 10.8] [added: 10.10] | ​ | [Form of Stock Option Award Agreement (approved August 26, 2014) for awards beginning December 2014 and prior to May 2016 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014, filed with the SEC on December 4, 2014 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d3.htm) |

| [removed: 10.9] [added: 10.11] | ​ | [Form of Stock Option Award Agreement (approved May 24, 2016) for awards beginning May 2016 and prior to March 2017 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2016, filed with the SEC on May 26, 2016 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465916123482/a16-8226_1ex10d3.htm) |

| [removed: 10.10] [added: 10.12] | ​ | [Form of Stock Option Award Agreement (approved March 22, 2017) for awards beginning March 2017 and prior to December 2017 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017, filed with the SEC on March 24, 2017 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837017002116/dg-20170203ex1010ca03d.htm) |

| [removed: 10.11] [added: 10.13] | ​ | [Form of Stock Option Award Agreement (approved December 5, 2017) for awards beginning December 2017 and prior to March 2021 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 3, 2017, filed with the SEC on December 7, 2017 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/0000029534/000155837017009219/dg-20171103ex102495c98.htm) |

| [removed: 10.12] [added: 10.14] | ​ | [Form of Stock Option Award Agreement (approved March 16, 2021) for awards beginning March 2021 [added: and prior] to [added: August 2021 to] certain newly hired and promoted employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d12.htm)] [added: Plan (incorporated by reference to Exhibit 10.12 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d12.htm)] |

| [removed: 10.13] [added: 10.16] | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 21, 2018)] [added: 20, 2019)] for [removed: 2018] [added: 2019] awards to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February [removed: 2, 2018,] [added: 1, 2019,] filed with the SEC on March [removed: 23, 2018] [added: 22, 2019] (file no. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837018002366/dg-20180202ex10151e192.htm)] [added: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837019002383/dg-20190201ex10157a323.htm)] |

| [removed: 10.14] [added: 10.17] | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 20, 2019)] [added: 17, 2020)] for [removed: 2019] [added: 2020] awards to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.15] [added: 10.14] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended [removed: February 1, 2019,] [added: January 31, 2020,] filed with the SEC on March [removed: 22, 2019] [added: 19, 2020] (file no. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837019002383/dg-20190201ex10157a323.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/0000029534/000155837020002915/ex-10d14.htm)] |

| [removed: 10.15] [added: 10.18] | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 17, 2020)] [added: 16, 2021)] for [removed: 2020] [added: 2021] awards to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.14] [added: 10.16] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January [removed: 31, 2020,] [added: 29, 2021,] filed with the SEC on March 19, [removed: 2020] [added: 2021] (file no. [removed: 001-11421))*](https://www.sec.gov/Archives/edgar/data/0000029534/000155837020002915/ex-10d14.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/0000029534/000155837021003245/dg-20210129xex10d16.htm)] |

| [removed: 10.16] [added: 10.19] | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 16, 2021)] [added: 15, 2022)] for awards beginning March [removed: 2021] [added: 2022] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation [removed: Amended and Restated 2007] [added: 2021] Stock Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d16.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d19.htm)] |

| [removed: 10.17] [added: 10.20] | ​ | [Form of Restricted Stock Unit Award Agreement (approved March 21, 2018) for awards beginning March 2018 and prior to March 2021 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018, filed with the SEC on March 23, 2018 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837018002366/dg-20180202ex1019abdc8.htm) |

| [removed: 10.18] [added: 10.22] | ​ | [Form of Restricted Stock Unit Award Agreement (approved March [removed: 16, 2021)] [added: 15, 2022)] for awards beginning March [removed: 2021] [added: 2022] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation [removed: Amended and Restated 2007] [added: 2021] Stock Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d18.htm)] [added: Plan *](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d22.htm)] |

| [removed: 10.19] [added: 10.23] | ​ | [Form of Restricted Stock Unit Award Agreement for awards prior to May 2011 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Dollar General Corporation’s Registration Statement on Form S-1 (file no. 333-161464))](http://www.sec.gov/Archives/edgar/data/29534/000104746909009380/a2195090zex-10_15.htm) |

| [removed: 10.20] [added: 10.24] | ​ | [Form of Restricted Stock Unit Award Agreement (approved May 24, 2011) for awards beginning May 2011 and prior to May 2014 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2011, filed with the SEC on June 1, 2011 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465911032523/a11-11253_1ex10d3.htm) |

| [removed: 10.21] [added: 10.25] | ​ | [Form of Restricted Stock Unit Award Agreement (approved May 28, 2014) for awards beginning May 2014 and prior to February 2015 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2014, filed with the SEC on June 3, 2014 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465914043520/a14-10184_1ex10d4.htm) |

| [removed: 10.22] [added: 10.26] | ​ | [Form of Restricted Stock Unit Award Agreement (approved December 3, 2014) for awards beginning February 2015 and prior to May 2016 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014, filed with the SEC on December 4, 2014 (file no. [removed: 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d7.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d7.htm)] |

| [removed: 10.23] [added: 10.27] | ​ | [Form of Restricted Stock Unit Award Agreement (approved May 24, 2016) for awards beginning May 2016 and prior to May 2017 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2016, filed with the SEC on May 26, 2016 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465916123482/a16-8226_1ex10d2.htm) |

| [removed: 10.24] [added: 10.28] | ​ | [Form of Restricted Stock Unit Award Agreement (approved May 30, 2017) for awards beginning May 2017 [added: and prior] to [added: May 2021 to] non-employee directors of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2017, filed with the SEC on June 1, 2017 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000155837017004622/dg-20170505ex102931378.htm) |

| [removed: 10.25] [added: 10.30] | ​ | [Form of Restricted Stock Unit Award Agreement (approved January 26, 2016) for awards beginning February 1, 2016 and prior to November 28, 2018 to non-executive Chairmen of the Board of Directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2016, filed with the SEC on March 22, 2016 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000104746916011420/a2227409zex-10_20.htm) |

| [removed: 10.26] [added: 10.31] | ​ | [Form of Restricted Stock Unit Award Agreement (approved November 28, 2018) for awards beginning after November 28, 2018 [added: and prior] to [added: January 31, 2022 to] non-executive Chairmen of the Board of Directors of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 2, 2018, filed with the SEC on December 4, 2018 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000155837018009556/dg-20181102ex10334716c.htm) |

| [removed: 10.27] [added: 10.33] | ​ | [Form of Stock Option Award Agreement for awards to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Dollar General Corporation’s Registration Statement on Form S-1 (file no. 333-161464))](http://www.sec.gov/Archives/edgar/data/29534/000104746909009380/a2195090zex-10_16.htm) |

| [removed: 10.28] [added: 10.34] | ​ | [Dollar General Corporation CDP/SERP Plan (as amended and restated effective December 31, 2007) (incorporated by reference to Exhibit 10.10 to Dollar General Corporation’s Registration Statement on Form S-4 (file no. 333-148320))*](http://www.sec.gov/Archives/edgar/data/29534/000104746907010270/a2180214zex-10_10.htm) |

| [removed: 10.29] [added: 10.35] | ​ | [First Amendment to the Dollar General Corporation CDP/SERP Plan (as amended and restated effective December 31, 2007) (incorporated by reference to Exhibit 10.11 to Dollar General Corporation’s Registration Statement on Form S-4 (file no. 333-148320))*](http://www.sec.gov/Archives/edgar/data/29534/000104746907010270/a2180214zex-10_11.htm) |

| [removed: 10.30] [added: 10.36] | ​ | [Second Amendment to the Dollar General Corporation CDP/SERP Plan (as amended and restated effective December 31, 2007), dated as of June 3, 2008 (incorporated by reference to Exhibit 10.6 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2008, filed with the SEC on September 3, 2008 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000002953408000023/ex106cdpserpamendment.htm) |

| 10.2 | ​ | [Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Appendix A to Dollar General Corporation’s 2021 Definitive Proxy Statement, filed with the SEC on April 1, 2021 (file no.001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465921045587/tm212529-3_def14a.htm#tAPPA) |

| 10.8 | ​ | [Form of Stock Option Award Agreement (approved March 16, 2021) for annual awards beginning March 2021 and prior to March 2022 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d7.htm) |

| 10.15 | ​ | [Form of Stock Option Award Agreement (approved August 24, 2021) for awards beginning August 2021 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2021, filed with the SEC on August 26, 2021 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021012076/dg-20210730xex10d3.htm) |

| 10.21 | ​ | [Form of Restricted Stock Unit Award Agreement (approved March 16, 2021) for 2021 awards to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d18.htm) |

| 10.29 | ​ | [Form of Restricted Stock Unit Award Agreement (approved May 25, 2021) for May 2021 awards to non-employee directors of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021, filed with the SEC on May 27, 2021 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000155837021007762/dg-20210430xex10d3.htm) |

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| 10.43 | ​ | [Form of Performance Share Unit Award Agreement between Dollar General Corporation and Todd J. Vasos (approved March 16, 2021) for awards beginning March 16, 2021*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d43.htm) |

| Date: March [removed: 19, 2021] [added: 18, 2022] | By: | /s/ Todd J. Vasos |

| /s/ Todd J. Vasos | ​ | Chief Executive Officer & Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ John W. Garratt | ​ | Executive Vice President & Chief Financial Officer | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ Anita C. Elliott | ​ | Senior Vice President & Chief Accounting Officer | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ Warren F. Bryant | ​ | Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ Michael M. Calbert | ​ | Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ Patricia D. Fili-Krushel | ​ | Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ Timothy I. McGuire | ​ | Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ William C. Rhodes, III | ​ | Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ Debra A. Sandler | ​ | Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |

| /s/ Ralph E. Santana | ​ | Director | ​ | March [removed: 19, 2021] [added: 18, 2022] |