DOLLAR GENERAL 2014 Annual Report 2015 Proxy Statement Dollar General Corporation • 2014 Annual Report • 2015 Proxy Statement

100 Mission Ridge Goodlettsville, Tennessee 37072

(615) 855-4000 www.dollargeneral.com NET SALES (IN BILLIONS) ANNUAL MEETING 11,789 Dollar General Corporation’s annual meeting of TOTAL STORES | TOTAL STATES: 40 $18.9 shareholders is scheduled for 9:00 a.m. Central as of January 30, 2015 $17.5 $16.0 Time on Wednesday May 27, 2015, at: $14.8 Goodlettsville City Hall Auditorium $13.0 105 South Main Street, Goodlettsville, TN 37072

14 Shareholders of record as of March 19, 2015 are 26 entitled to vote at the meeting. 45 18 2010 2011 2012 2013 2014 20 122 308 NYSE: DG 341 The common stock of Dollar General Corporation is 26 SAME-STORE SALES GROWTH 179 516 traded on the New York Stock Exchange under the 24 90 83 639 trading symbol “DG.” The number of shareholders of 7 419 414 37 record as of March 19, 2015 was 1,922. 32 188 6.0% 134 202 409 319 102 435 4.9% 4.7% STOCK PERFORMANCE GRAPH 629 The graph below shows a comparison of Dollar 370 609 3.3% 87 2.8% 76 General’s cumulative total shareholder return on 343 432 common stock with the cumulative total returns of 670 the S&P 500 index and the S&P Retailing index. The 384 626 graph tracks the performance of a $100 investment 1,239 2010 2011 2012 2013 2014 472 in Dollar General common stock and in each index STORES (with the reinvestment of all dividends) from January 703 DISTRIBUTION CENTER ENDING STORE COUNT 29, 2010 to January 30, 2015.

11,789

11,132 COMPARISON OF CUMULATIVE TOTAL RETURN 10,506

9,937 $300 9,372 ABOUT DOLLAR GENERAL $250 $200 Dollar General Corporation has been delivering more retail locations in the U.S. than any other 2010 2011 2012 2013 2014 value to shoppers for over 75 years. Dollar General discount retailer. In addition to high quality private $150 helps shoppers Save time. Save money. Every day!® brands, Dollar General sells products from America’s SALES PER SQUARE FOOT $100 by offering products that are frequently used and most-trusted manufacturers such as Procter & Gamble, $223 $220 1/29/10 1/28/11 2/3/12 2/1/13 1/31/14 1/30/15 replenished, such as food, snacks, health and beauty PepsiCo, Coca-Cola, Nestle, General Mills, Unilever, $216 $213 aids, cleaning supplies, basic apparel, housewares Kimberly-Clark, Kellogg’s and Nabisco. Dollar General Corporation S&P 500 Index S&P Retailing Index and seasonal items at low everyday prices in convenient $201 neighborhood locations. With 11,789 stores in 40 Learn more about Dollar General and shop online at: 1/29/10 1/28/11 2/3/12 2/1/13 1/31/14 1/30/15 states as of January 30, 2015, Dollar General has www.dollargeneral.com Dollar General $100 $120.90 $178.54 $197.02 $239.76 $285.48

S&P 500 Index $100 $122.19 $127.34 $148.71 $180.70 $206.41 Cautionary Language Regarding Forward-Looking Statements: All forward-looking information in this report should be read with, and is 2010 2011 2012 2013 2014 S&P Retailing Index $100 $130.27 $152.96 $196.91 $248.81 $297.75 qualified in its entirety by, the Cautionary Disclosure Regarding Forward-Looking Statements and the Risk Factors disclosures set forth in the Introduction and in Item 1A, respectively, of the Form 10-K included elsewhere in this report. Fiscal 2011 includes 53 weeks, while all other years presented contain 52 weeks. Sales in the 2011 53rd The information contained on or connected to our Internet websites is not incorporated by reference into this report and should not be considered The stock price performance included in this graph is not part of this or any other report that we file with or furnish to the SEC. week were $289 million. necessarily indicative of future stock price performance. TO OUR SHAREHOLDERS, CUSTOMERS AND EMPLOYEES

2014 marked Dollar General’s 75th anniversary of helping opening 700 new stores, while also returning capital to our our customers save time and money by providing them shareholders through the repurchase of 14.1 million shares with quality basic merchandise at great everyday low of our common stock. We had increases in both customer prices in convenient neighborhood stores. One thing that traffic and average transaction amounts resulting from the remains a constant in the changing landscape of retail is refinement of our merchandise offerings and increased the importance of maintaining our customer-centered utilization of store square footage. focus. By doing the basics like taking care of our stores and serving our customers, Dollar General has positioned itself Our mission is Serving Others, and Dollar General is as the sector leader with a real competitive advantage. committed to improving the quality of life in our hometowns. In 2014, we partnered with our customers and vendors to As you may know, this will be my last letter to you as donate nearly $17 million for charities, including $13 million chairman and chief executive officer. I feel very fortunate toward the Dollar General Literacy Foundation, which helps to have had the opportunity to lead Dollar General for the to improve lives through literacy and education. Increasing past seven years. In many ways, it was great timing. I have literacy with an emphasis on adult literacy has been our been told I was the right person at the right time for Dollar focus, and we have helped millions of individuals take their General. I know Dollar General was the right company first steps toward literacy or continued education since the for me. This has been the best job of my life, working Foundation’s inception in 1993. alongside people I respect and admire, and serving as CEO of a company that I love. I am passionate about our In 2015, we plan to open approximately 730 new stores mission of Serving Others. That spirit of service is at the and increase our selling square footage by six percent heart of everything we do for our customers who count as we continue to expand in our existing markets, as on us to provide them with the everyday items they need well as enter the states of Maine, Oregon and Rhode at prices they can afford, our employees who are able to Island. Given our strong return profile for new stores, we grow with us and build careers and our shareholders who announced an acceleration of our new store openings for count on us to drive strong returns. 2016 to seven percent selling square footage growth. We also have announced an expanded capital return plan for I am proud of many things, operational and financial, shareholders that includes both share repurchases and we have achieved over the last seven years. Since I anticipated quarterly dividends. These plans represent joined Dollar General in January 2008, our annual sales a balanced approach to our commitment of delivering have nearly doubled, our store base has expanded by increased value by investing in future growth and returning nearly 44% to 11,789 locations and sales per square foot capital to our shareholders. has climbed 35%, all while significantly improving the profitability of our business. We have invested in our Dollar General is a strong company because of our future through the addition of three distribution centers, employees and their enduring commitment to Serving adding more than 2,500,000 square feet of distribution Others including our shareholders, customers, fellow capability, or an increase of 26%, to fuel our growth. It has employees and the many communities we serve. I believe been a remarkable journey. the future is bright for Dollar General. I look forward to the company’s continued success. Highlights of 2014 Kindest regards, • Net sales increased by 8.0% to $18.9 billion or $223 per square foot.

• Same-stores sales grew 2.8%, marking our 25th consecutive year of same-store sales growth.

• We reported net income of $1.065 billion or $3.49 per diluted share.

• Cash flow from operations increased by 8.4% to $1.3 billion. Richard W. Dreiling In 2014, we delivered on our commitment to increase CHAIRMAN AND CHIEF EXECUTIVE OFFICER shareholder value. We invested in new store growth, April 2, 2015

Proxy Statement & Meeting Notice

Dollar General Corporation 100 Mission Ridge 8APR201014561687 Goodlettsville, Tennessee 37072

Dear Shareholder:

The 2015 Annual Meeting of Shareholders of Dollar General Corporation will be held on Wednesday, May 27, 2015, at 9:00 a.m., Central Time, at Goodlettsville City Hall Auditorium, 105 South Main Street, Goodlettsville, Tennessee. All shareholders of record at the close of business on March 19, 2015 are invited to attend the annual meeting. For security reasons, however, to gain admission to the meeting you may be required to present photo identification and comply with other security measures.

At this year’s meeting, you will have an opportunity to vote on the matters described in our accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. Our 2014 Annual Report and our Annual Report on Form 10-K for the fiscal year ended January 30, 2015 also accompany this letter.

Your interest in Dollar General and your vote are very important to us. We encourage you to read the Proxy Statement and vote your proxy as soon as possible so your vote can be represented at the annual meeting. You may vote your proxy via the Internet or telephone, or if you received a paper copy of the proxy materials by mail, you may vote by mail by completing and returning a proxy card.

On behalf of the Board of Directors, thank you for your continued support of Dollar General.

Sincerely,

29MAR201117130352

Rick Dreiling Chairman & Chief Executive Officer

April 2, 2015

Dollar General Corporation 100 Mission Ridge 8APR201014561687 Goodlettsville, Tennessee 37072

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE: Wednesday, May 27, 2015 TIME: 9:00 a.m., Central Time PLACE: Goodlettsville City Hall Auditorium 105 South Main Street Goodlettsville, Tennessee ITEMS OF BUSINESS: 1) To elect as directors the 8 nominees listed in the proxy statement 2) To ratify the appointment of the independent registered public accounting firm for fiscal 2015 3) To transact any other business that may properly come before the annual meeting and any adjournments of that meeting WHO MAY VOTE: Shareholders of record at the close of business on March 19, 2015

By Order of the Board of Directors,

6APR201023125201 Goodlettsville, Tennessee Christine L. Connolly April 2, 2015 Corporate Secretary

Please vote your proxy as soon as possible even if you expect to attend the annual meeting in person. You may vote your proxy via the Internet or by phone by following the instructions on the notice of internet availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States. You may revoke your proxy by following the instructions listed on page 3 of the proxy statement.

Proxy ...... 51 ...... 43 ...... 57 ...... 41 ...... 55 ...... 40 ...... 52 ...... 42 ...... 57 ...... 53 ...... 39 ...... 21 ...... 22 Proxy Statement for Proxy Statement TABLE OF CONTENTS TABLE ...... 51 ...... 35 ...... 5 ...... 36 2015 Annual Meeting of Shareholders Meeting of 2015 Annual ...... 42 DOLLAR GENERAL CORPORATION GENERAL DOLLAR ...... 54 ...... 22 ...... 11 ...... 16 ...... 19 ...... 56 ...... 1 ...... 52 SHAREHOLDER MEETING TO BE HELD ON MAY 27, 2015 HELD ON MAY SHAREHOLDER MEETING TO BE You will need your Notice of Internet Availability or proxy card to access the proxy your Notice of Internet Availability will need You ...... 2 This Proxy and a form of proxy card are available at our 2014 Annual Report Statement, (‘‘SEC’’),As permitted by rules adopted by the Securities and Exchange Commission we are IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE MATERIALS OF PROXY NOTICE REGARDING AVAILABILITY IMPORTANT Security Ownership of Certain Beneficial Owners Security Ownership of Certain Beneficial Security Ownership of Officers and Directors Option Exercises and Stock Vested During Fiscal 2014 During Fiscal Option Exercises and Stock Vested 2014 Benefits Fiscal Pension 2014 Fiscal Nonqualified Deferred Compensation or Change in Control upon Termination Payments Potential and Insider Participation Compensation Committee Interlocks Compensation Risk Considerations Compensation Discussion and Analysis Compensation Discussion Compensation Committee Report Summary Compensation Table 2014 in Fiscal Grants of Plan-Based Awards Year-End at 2014 Fiscal Outstanding Equity Awards shareholders can request a paper copy of our proxy materials, including the Proxy Statement, our 2014 the Proxy shareholders can request a paper copy of our proxy materials, including will who do not receive a Notice of Internet Availability and a proxy card. Shareholders Annual Report requested delivery of receive a paper copy of the proxy materials by mail, unless they have previously and would like to Availability proxy materials electronically. If you received only the Notice of Internet on how you can request receive a paper copy of the proxy materials, the notice contains instructions copies of these documents. materials. This means that some furnishing our proxy materials over the Internet to some of our shareholders. these shareholders will receive shareholders will not receive paper copies of these documents. Instead, containing instructions on how to access the proxy materials over only a Notice of Internet Availability also contains instructions on how each of those the Internet. The Notice of Internet Availability Shareholder Proposals for 2016 Annual Meeting Shareholder Proposals www.proxyvote.com. Security Ownership Report Committee Audit of Auditors of Appointment 2: Ratification Proposal to Auditors Paid Fees Compliance Reporting Section 16(a) Beneficial Ownership Transactions with Management and Others with Management Transactions Executive Compensation General Information Matters Voting 1: Election of Directors Proposal Corporate Governance Director Compensation Director Independence

Proxy 1 Dollar General operates conveniently located, small-box stores that deliver everyday low prices Dollar General operates conveniently located, small-box stores that deliver the symbol ‘‘DG.’’ Stock Exchange (‘‘NYSE’’) under Our stock is traded on the New York Directions to Goodlettsville City Hall, where we will hold the annual meeting, are posted on Directions to Goodlettsville City Hall, Events’’ section of the are invited to visit the ‘‘Conference Calls and Investor You Yes. Our directors, officers and employees are soliciting your proxy on behalf of our Board of Our directors, officers and employees and our invited guests may attend the meeting. If your Only shareholders, their proxy holders This document is the Proxy Statement of Dollar General Corporation for the Annual Meeting for the General Corporation Statement of Dollar is the Proxy This document otherwise noted or ‘‘us’’ or ‘‘Dollar General.’’ Unless refer to our company as ‘‘we,’’ We The a ‘‘proxy,’’ to vote your stock. designation of another person, called A proxy is your legal executive offices are located at 100 Mission Ridge, Goodlettsville, Tennessee 37072. Our telephone executive offices are located at 100 Mission Ridge, Goodlettsville, Tennessee number is 615-855-4000. Where is Dollar General common stock traded? incorporated by reference into, and does not form a part of, this proxy statement. incorporated by reference into, and does not form a part of, this proxy What is Dollar General Corporation and where is it located? 27, 2015, we are the largest discount retailer in on products that families use every day. As of February in 43 states. Our principal the United States by number of stores with more than 11,879 locations the ‘‘Investor Information’’ section of our website located at www.dollargeneral.com. the ‘‘Investor Information’’ section be webcast? the annual meeting Will at 9:00 a.m., Central ‘‘Investor Information’’ section of our website located at www.dollargeneral.com on May 27, 2015 to access the live webcast of the meeting. An archived copy of the webcast will Time, website, however, is not be available on our website for at least 60 days. The information on our proxy or a letter from that record holder or your most recent brokerage account statement that proxy or a letter from that record holder security reasons, we also may as of March 19, 2015. For confirms your ownership of those shares require photo identification for admission. meeting? Where can I find directions to the annual also may reimburse custodians and nominees for their expenses in sending proxy material to beneficial also may reimburse custodians and owners. Who may attend the annual meeting? a broker, trust, bank or other nominee, you will need to bring a shares are registered in the name of What is a proxy, who is asking for it, and who is paying for the cost to solicit it? who is asking for it, and who What is a proxy, as your proxy is also called a proxy or a proxy card. document that designates someone these will not additionally compensate solicitation expenses. We Directors. Dollar General will pay all reimburse them for any out-of-pocket expenses they incur. We persons to solicit your proxy but will providing this document to solicit your proxy to vote upon certain matters at the annual meeting. upon certain matters at the annual to solicit your proxy to vote providing this document ending or and ‘‘2011’’ refer to our fiscal years ‘‘2015,’’ ‘‘2014,’’ ‘‘2013,’’ ‘‘2012,’’ required by context, 3, 2012, 2013, and February 1, 2014, February 2016, January 30, 2015, January 31, ended January 29, respectively. What is this document? What is this begin mailing printed copies of this will We May 27, 2015. be held on Wednesday, of Shareholders to are on or about April 2, 2015. We to shareholders of Internet Availability document or the Notice GENERAL INFORMATION GENERAL Proxy vote theshares. to themeetingalegalproxyfromyourbroker,banker, trusteeorothernomineegivingyoutherightto and instructionsforvotingyourshares.You mayvoteinperson atthemeetingifyouobtainandbring proxy card,asapplicable.Alternatively,youmayvote inpersonatthemeeting. card intheenclosedenvelope.Pleaserefertoinstructions ontheNoticeofInternetAvailability or if youreceivedprintedproxymaterials,bymarking,signing, datingandreturningtheprintedproxy How doIvote? held inthenameofabrokeragefirm,bank,trustorothernomineeascustodian. Wells Fargo ShareownerServices,ourtransferagent.You area‘‘streetname’’holderifyourshares What isthedifferencebetweena‘‘shareholderofrecord’’and‘‘streetname’’holder? outstanding andentitledtovote.Eachshareisonevoteoneachmatter. March 19,2015.Asofthatdate,therewere303,703,702sharesDollarGeneralcommonstock Who isentitledtovoteattheannualmeeting? to voteastheythinkbest,includingadjournthemeeting. notice hasbeengiventoshareholders.Ifotherbusinessisproperlyraised,yourproxieshaveauthority our governingdocuments,noothernon-proceduralbusinessmayberaisedatthemeetingunlessproper May othermattersberaisedattheannualmeeting? What amIvotingon? present. Secretary ofthemeetingshallhavepowertoadjournfromtimeuntilaquorumis isnotpresentattheannualmeeting? What ifaquorum meeting. shares ofourcommonstockoutstandingonMarch19,2015,mustexisttoconductanybusinessatthe How manyvotesmustbepresenttoholdtheannualmeeting? VOTING MATTERS If youareastreetnameholder,yourbroker,bank,or othernomineewillprovidematerials If youareashareholderofrecord,mayvoteyour proxyoverthetelephoneorInternetor, You area‘‘shareholderofrecord’’ifyoursharesregistereddirectlyinnamewith You mayvoteifyouownedsharesofDollarGeneralcommonstockattheclosebusinesson We areunawareofothermatterstobeacteduponatthemeeting.UnderTennessee lawand theratificationofappointment ofourindependentregisteredpublicaccountingfirm • theelectionof8directors; and • You willbeaskedtovoteon: If aquorumisnotpresentatthemeeting,anyofficerentitledtopresideoractas A quorum,consistingofthepresenceinpersonorbyproxyholdersamajority (the ‘‘independentauditor’’)for2015. 2 Proxy 3 annual meeting in accordance with the instructions included in the proxy card; annual meeting in accordance with of the proxy; revocation dated later than the date time, on May 26, 2015; or To be elected at the annual meeting, a nominee must receive the affirmative vote of a majority be elected at the annual meeting, To at the annual An incumbent director who does not receive the required vote for election • the a valid, later-dated proxy card and submitting it so that it is received before signing • notice of the annual meeting, submitting to our Corporate Secretary a written at or before • Eastern a later-dated vote by telephone or Internet no later than 11:59 p.m., submitting • the annual meeting and voting in person. attending will not revoke your proxy. attendance at the annual meeting, by itself, Your proxy given pursuant to this solicitation by following the A street name holder may revoke a The persons named on the proxy card will vote your proxy as you direct or, if you return a proxy as you direct or, if you return on the proxy card will vote your The persons named this solicitation by: revoke a proxy given pursuant to A shareholder of record may Yes. You will receive multiple Notices of Internet Availability or proxy cards if you hold shares in cards if you or proxy Availability Notices of Internet receive multiple will You until his or her successor is duly elected or his or her earlier resignation or removal in accordance with until his or her successor is duly elected or his or her earlier resignation offered resignation, the Board, Bylaws (‘‘Bylaws’’). If the Board accepts the our Amended and Restated of the Board. in its sole discretion, may fill the resulting vacancy or decrease the size meeting must promptly tender a resignation as a director for the Board’s consideration pursuant to our meeting must promptly tender a resignation as a director for the Board’s Guidelines. Each Board-approved director resignation policy outlined in our Corporate Governance effective upon the Board’s director standing for reelection at the annual meeting has agreed to resign, vote. If the Board rejects the acceptance of such resignation, if he or she does not receive a majority shareholders’ meeting and offered resignation, the director will continue to serve until the next annual of votes cast by holders of shares entitled to vote at the meeting. Under our Amended and Restated of votes cast by holders of shares entitled of votes cast’’ means that the number of votes cast in favor Charter, the ‘‘affirmative vote of a majority may vote in number of votes cast against his or her election. You of a nominee’s election exceeds the nominee, or you may elect to abstain from voting your shares. favor of or against the election of each What happens if a director fails to receive the required vote for election? instructions of the bank, broker, trustee or other nominee who holds his or her shares. instructions of the bank, broker, trustee directors? How many votes are needed to elect Can I change my mind and revoke my proxy? Can I change my How will my proxy be voted? How will my proxy how you voting procedures but do not specify or complete the Internet or telephone signed proxy card & ratification of Ernst directors nominated and ‘‘FOR’’ all shares: ‘‘FOR’’ want to vote your auditor for 2015. LLP as our independent Young different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. Street name or in multiple accounts, etc.) trusts, custodial ways (e.g., joint tenancy, different along other voting information, or proxy card or of Internet Availability receive the Notice holders will by each Notice of represented Please vote the shares their brokers. instructions, from with voting shares are voted. you receive to ensure that all your or proxy card Internet Availability What if I receive more than one Notice of Internet Availability or proxy card? Availability one Notice of Internet receive more than What if I Proxy proxy cardorotherwisecommunicatesthevotetomanagement. facilitate asuccessfulproxysolicitation;or(6)whenshareholdermakeswrittencommentonthe confidential votingpolicy;(4)toallowforthetabulationofvotesandcertificationvote;(5) contested proxysolicitation,iftheotherpartysolicitingproxiesdoesnotagreetocomplywith legal requirements;(2)inadisputeregardingauthenticityofproxiesandballots;(3)thecase disclosed eitherwithinDollarGeneralortothirdparties,except(1)asnecessarymeetapplicable handled inamannerthatisintendedtoprotectyourvotingprivacy.Your vote willnotbeintentionally Will myvotebeconfidential? particular proposal. either infavoroforagainstaparticularproposalandwillhavenoeffectontheoutcome to voteforpurposesofdeterminingwhetheraquorumispresentbutwillnotbecountedasvotescast How willabstentionsandbrokernon-votesbetreated? declines toexercisetheauthorityvotesharesinitsdiscretion. because thebrokerhasnotreceivedvotinginstructionsfrombeneficialownerandeitherlacksor appointment ofourindependentauditorisconsideredtobearoutinematter. items. Theelectionofdirectorsisconsideredtobeanon-routineitem,whiletheratification exercise discretionaryvotingpoweroveryoursharesfor‘‘routine’’itemsbutnot‘‘non-routine’’ vote thosesharespursuanttoyourinstructions.Ifyoudonotprovideinstructions,brokermay What arebrokernon-votes? shares. meeting, youmayvoteinfavoroforagainsttheproposal,electtoabstainfromvotingyour the votescastinfavorofsuchproposalexceedagainstit. How manyvotesareneededtoapproveothermatters? The proposaltoratifytheappointmentofourindependentauditorfor2015willbeapprovedif Proxy instructions,ballotsandvotingtabulationsthatidentifyindividual shareholdersare Abstentions andbrokernon-votes,ifany,willbetreatedassharesthatarepresententitled ‘‘Broker non-votes’’occurwhensharesheldofrecordbyabrokerarenotvotedonmatter Although yourbrokeristherecordholderofanysharesthatyouholdinstreetname,itmust With respecttothisproposal,andanyothermatterproperlybroughtbeforetheannual 4 Proxy 5 has served as a director and as President and Chief Executive Officer of Cracker and has served as a director and as President joined KKR & Co. L.P. (‘‘KKR’’) in January 2000 and was directly involved with (‘‘KKR’’) joined KKR & Co. L.P. served as the President and Chief Executive Officer of Longs and Chief Executive Officer served as the President Drug Stores Warren F. Bryant F. Warren Michael M. CalbertSandra B. Cochran DreilingRichard W. D. Fili-KrushelPatricia Price A. Paula C. Rhodes, IIIWilliam David B. Rickard 69 52 56 61 61 49 53 68 2009 2007 2012 2012 2008 2009 2014 2010 Name Age Director Since Ms. Cochran Mr. Calbert Mr. Mr. Bryant Mr. Our Board of Directors must consist of 1 to 15 directors, with the exact number, currently must consist of 1 to 15 directors, Our Board of Directors 8 current directors. If elected, each the Board of Directors consist of the The nominees for Officer in November 2010. She was previously Chief Executive Officer at book retailer Officer in November 2010. She was previously Chief Executive Officer 2004 to April 2009. She also served as that company’s President Inc. from February Books-A-Million, 1999) and Vice Officer (September 1993—August 2004), Chief Financial 1999—February (August 1992—September 1993). Ms. Cochran has over 20 years of experience in of Finance (August President from 2006 to 2009. the retail industry. She served as a director of Books-A-Million worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to Worldwide worked as a certified public accountant and consultant with Arthur Andersen served as our Chairman of the 1994, where his primary focus was the retail and consumer industry. He Ltd. Inc. and Academy, Board until December 2008. Mr. Calbert is a director of US Foods, Barrel in April 2009 as Barrel Old Country Store, Inc. since September 2011. She joined Cracker and Chief Operating and Chief Financial Officer, and was named President President Executive Vice served as a director of OfficeMax Incorporated from 2004 to 2013. served as a director of OfficeMax Incorporated his retirement in January 2014. Mr. Calbert led the Retail several KKR portfolio companies until now serves as a Equity platform prior to his retirement and Private industry team within KKR’s Markets beginning in 1994 and served as the Food consultant to KKR. Mr. Calbert joined Randall’s Mr. Calbert also previously Chief Financial Officer from 1997 until it was sold in September 1999. What are the backgrounds of this year’s nominees? What are the backgrounds of this year’s from 2002 through 2008 and as Coast and in Hawaii, on the West Corporation, a retail drugstore chain to joining Longs through his retirement in 2008. Prior its Chairman of the Board from 2003 Drug Kroger Co., a retail grocery chain, from 1999 to of The President Stores, he served as a Senior Vice Depot, Inc. and Loblaw2002. Mr. Bryant is a director of Office Limited of Canada and Companies below. Who are the nominees this year? Who are the nominees her successor of shareholders and until his or office until the 2016 annual meeting nominee would hold ages at the or removal. These nominees, their subject to any earlier resignation is elected and qualified, in the table they first became a director are listed and the calendar year in which date of this document ELECTION OF DIRECTORS ELECTION structureWhat is the of Directors? of the Board annually by our shareholders. Board. All directors are elected fixed at 8, set by the PROPOSAL 1: PROPOSAL Proxy Support from1997to1999. Prior to1994,Mr.Rhodes wasamanagerwithErnst&Young, LLP. President—Finance andVice President—Finance in 1999,andVice President—Operations Analysisand he servedinvariouscapacities withAutoZone, includingVice President—Stores in2000,SeniorVice 2002, andpriortheretohadbeenSeniorVice President—Supply Chainsince2001.Prior tothattime, Prior to2004, hehadbeenSeniorVice President—Supply Chain andInformationTechnology since Chief ExecutiveOfficer,Mr.RhodeswasVice President—Store Operations andCommercial. Executive OfficerandasadirectorofAutoZone since2005.Prior tohisappointment asPresident and automotive replacementpartsandaccessories,inJune 2007.HehasservedasPresident andChief Figi’s brands)fromMarch2011untilitwassoldinJune 2012. Bryant,Catherine’s,Fashionserved asadirectorofCharmingShoppes,Inc.(Lane Bug,Caciqueand as adirectorofAccenture plcsinceMay2014andWestern DigitalCorporationsinceJuly2014and certified publicaccountant,shebeganhercareeratArthur Andersen&Co.Ms.Price hasalsoserved positions intheU.S.andU.K.financialservicesconsumerpackagedgoodsindustries.A JPMorgan Chase(fromAugust 2002untilSeptember2005),andheldseveralotherseniormanagement career, Ms.Price servedastheChiefFinancialOfficerforInstitutionalTrust Servicesdivisionof Corporation (formerlyCVSCaremarkCorporation)fromJuly2006untilAugust 2008.Earlierinher she wastheSeniorVice President, ControllerandChiefAccounting OfficeratCVSHealth estate development,storeformatandconstruction,informationtechnology.BeforejoiningAhold, service, Ms.Price wasresponsibleforfinance,accountingandsharedservices,strategicplanning,real under theStop&Shop,GiantandMartin’snamesaswellPeapod onlinegrocerydelivery Ahold USA fromMay2009 untilJanuary2014.At Ahold,whichoperatesmorethan700supermarkets Management UnitsinceJuly2014.ShewasExecutiveVice President andChiefFinancialOfficerof worked forABCSportsinvariouspositions. Ms. Fili-KrushelheldseveralpositionswithHomeBoxOffice.BeforejoiningHBO, Before joiningABC,shehadbeenwithLifetimeTelevision since1988.Prior toLifetime, of theABCTelevision Network,andfrom1993to1998sheservedasPresident ofABCDaytime. WebMD HealthCorp.sinceApril2000.From July1998toApril2000,Ms.Fili-KrushelwasPresident Before joiningTime Warner inJuly2001,Ms.Fili-KrushelhadbeenChiefExecutiveOfficerof worldwide recruitment,employeedevelopmentandgrowth,compensationbenefits,security. responsibilities includedoversightofphilanthropy,corporatesocialresponsibility,humanresources, Vice President ofAdministration atTime Warner Inc.(July2001—December2010)whereher business strategy,humanresourcesandlegal.Prior toNBCUniversal,Ms.Fili-KrushelwasExecutive 2012) withabroadportfoliooffunctionsreportingtoher,includingoperationsandtechnicalservices, April 2015.ShepreviouslyservedasExecutiveVice President ofNBCUniversal(January2011—July Media, LLC,composedofNBCNews,CNBC,MSNBCandtheWeather Channel,fromJuly2012until Companies,Inc. (RILA). Mr.DreilingisadirectorofLowe’s division ofSafeway.HecurrentlyservesastheChairmanRetail Association IndustryLeaders Mr. Dreilingservedfrom1998to2000asPresident ofVons, aSouthernCaliforniafoodanddrug Marketing, ManufacturingandDistributionatSafewayInc.,afooddrugretailer.Prior tothat, Chief OperationsOfficer.From 2000to2003,Mr.DreilingservedasExecutiveVice President— West inJuly2003asExecutiveVice CoastandinHawaii,afterhavingjoined Longs President and DrugStoresCorporation,aretaildrugstorechainonthe President—Chief OperatingOfficerofLongs January 2008.Prior tothat,Mr.Dreiling,beginning inMarch2005,servedasExecutiveVice 2005 untilJanuary2008andasChairmanoftheBoardDuaneReade fromMarch2007until Holdings, Inc.andDuaneReade Inc.,thelargestdrugstorechaininNewYork City,fromNovember General, Mr.DreilingservedasChiefExecutiveOfficer,President andadirectorofDuaneReade of ourBoard.HewasappointedChairmantheBoardonDecember2,2008.Prior tojoiningDollar Mr. Dreiling Mr. Rhodes Ms. Price Ms. Fili-Krushel has been Senior Lecturer atHarvardBusinessSchoolintheAccounting and hasbeenSeniorLecturer waselectedChairmanofAutoZone, Inc.,aspecialtyretailer anddistributorof joinedDollarGeneralinJanuary2008asChiefExecutiveOfficerandamember servedasChairmanofNBCUniversalNewsGroup,adivision 6 Proxy 7 served as the Executive Vice President, Chief Financial Officer and Chief Officer and Chief Financial President, the Executive Vice served as Subject to Mr. Dreiling’s employment transition agreement discussed above, the Nominating Subject to Mr. Dreiling’s employment Our employment transition agreement with Mr. Dreiling requires Dollar General to nominate Our employment transition agreement All nominees for election as directors at the annual meeting currently serve on our Board of currently serve on our Board as directors at the annual meeting All nominees for election and our Corporate Governance Guidelines require the The Nominating Committee’s charter Mr. Rickard Mr. shareholders, only if it believes the candidate’s knowledge, experience and expertise would strengthen shareholders, only if it believes the candidate’s knowledge, experience and interests of all Dollar the Board and that the candidate is committed to representing the long-term General shareholders. to our business. To implement this policy, the Committee assesses diversity by evaluating each to our business. To would relate to the Board as a candidate’s individual qualifications in the context of how that candidate periodically assesses whole and also considers more traditional concepts of diversity. The Committee represents such diverse the effectiveness of this policy by considering whether the Board as a whole to the criteria for selection of experience and composition and by recommending to the Board changes including those submitted by new directors as appropriate. The Committee recommends candidates, Committee is charged with recommending to the Board of Directors only those candidates that it Committee is charged with recommending members consistent with the criteria for selection of new believes are qualified to serve as Board the age of 76, unless the directors adopted from time to time by the Board and who have not achieved have a written policy to We Board has approved an exception to this limit on a case by case basis. levels in areas that are relevant strive to have a Board representing diverse experience at policy-making 2016 that is called for the purpose of electing directors. Our failure to do so would give rise to a 2016 that is called for the purpose of is re-elected to our Board at such a meeting, he agrees to breach of contract claim. If Mr. Dreiling as the Chairman of the Board at least through the date on which serve in such capacity and shall serve employment with us and, if asked by our Board, through a successor chief executive officer begins January 29, 2016 if later. are the minimum qualifications? How are nominees evaluated; what Nominating Committee also may use a variety of other methods to identify potential director Nominating Committee also may use by our directors, management, or third-party search firms. candidates, such as recommendations by our Board in 2014, was initially recommended to the Nominating Committee who joined Ms. Price, a non-management director. at any meeting of our shareholders held prior to January 29, him to serve as a member of our Board Nominating Committee is responsible for identifying, evaluating and recommending director candidates, evaluating and recommending director is responsible for identifying, Nominating Committee meeting. slate for election at the annual responsible for nominating the director while our Board is candidates submitted by our shareholders in accordance with the Nominating Committee to consider ‘‘Can shareholders nominate directors?’’ below) and to apply the notice provisions of our Bylaws (see candidates as it applies to other director candidates. The same criteria to the evaluation of those Incorporated. identified and nominated? How are directors the or re-election, as applicable, upon nominated by the Board for election Directors and were The Committee (the ‘‘Nominating Committee’’). the Nominating and Governance recommendation of Administrative Officer of CVS Health Corporation (formerly CVS Caremark Corporation), a retail Caremark Corporation), (formerly CVS Health Corporation Officer of CVS Administrative from benefits management, and pharmacy of healthcare services chain and provider pharmacy Rickard was the CVS, Mr. to joining 2009. Prior in December 1999 until his retirement September from March Corporation Nabisco Holdings Officer of RJR and Chief Financial President Senior Vice and of International Distillers President Executive Vice he was 1999. Previously, 1997 to August and Jones Lang is a director of Harris Corporation Americas. Mr. Rickard LaSalleVintners Proxy 2012 andnamed‘‘CEOof the Year’’ bytheRetail in2012. Leader and 2014.Mr.Dreilingwas alsolistedamongSupermarketNews‘‘Power 50Retailers’’ for2011and through significantchange.Hewasnamed‘‘Retailer oftheYear’’ byMassMarketRetailer for2010 has servedasourCEO,hegainedathoroughunderstanding ofouroperationsandhasmanagedus required toleadourmanagementteamandBoard. Moreover,duringthetimethatMr.Dreiling to effectivelyguideandoverseethedirectionofDollar Generalandwiththeconsensus-buildingskills policy-making positionsofotherretailcompanieshas providedhimwiththenecessaryleadershipskills understanding ofallkeyareasourbusiness.Inaddition, Mr.Dreiling’sserviceinleadershipand manufacturing anddistributionfunctionsofotherretail companiesbolstersMr.Dreiling’sthorough through therankswithinvariousretailcompanies.His experienceoverseeingtheoperations,marketing, He providesauniqueperspectiveregardingourindustry asaresultofhisexperienceprogressing qualifies asanauditcommitteefinancialexpert. as vicepresident,corporatefinanceofSunTrust Securities,Inc.,andourBoardhasdeterminedthatshe significant financialexperience,havingservedasthechiefofficeroftwopubliccompaniesand consensus-building, strategicplanning,riskmanagementandbudgetingskills.Ms.Cochranalsohas and ourBoard.Inaddition,Ms.Cochran’sindustryexecutiveexperienceprovidesleadership, Books-A-Million. ThisexperienceallowshertoprovideadditionalsupportandperspectiveourCEO current andformerrolesatCrackerBarrelOldCountryStoreher lead directorandleadstheexecutivesessionsofournon-managementindependentdirectors. 10 yearsofpracticeasacertifiedpublicaccountant.Mr.CalbertservestheBoard’sindependent background evidencedbyhispriorexperienceasthechieffinancialofficerofaretailcompanyand structures, andmanagementteams.Mr.Calbertalsohasasignificantfinancialaccounting managing companiesintheretailindustry,includingevaluatingbusinessstrategies,financialplansand Retail industryteam, Mr. Calberthasastrongbackgroundandextensiveexperienceinadvising familiar withcorporatefinanceandstrategicbusinessplanningactivities.AstheformerheadofKKR’s valuable executivemanagementskillsandtheabilitytoeffectivelyadviseourCEO. at otherretailcompaniesprovideshimwithanextensiveunderstandingofourindustry,aswell merchandising, operationsandfinance.Hissubstantialexperienceinleadershippolicy-makingroles directors ofDollarGeneral: business. TheBoardalsoconsideredthefollowingindeterminingthatnomineesshouldserveas Board’s skillneeds,andrepresentdiverseexperienceatpolicy-makinglevelsinareasrelevanttoour above. TheBoardhasdeterminedthatthenominees,asawhole,complementeachother,meet time totheeffectiveperformanceofdirectordutiesandpossessesminimumqualificationsidentified that eachnomineeshouldserveasadirectorofDollarGeneral? What particularexperience,qualifications,attributesorskillsledtheBoardofDirectorstoconclude approach, arecordofachievement,loyalty,andtheabilitytoconsultwithadvisemanagement. characteristics: integrityandaccountability,informedjudgment,financialliteracy,acooperative an adequateamountoftimetotheeffectiveperformancedirectordutiesandpossessfollowing continued service.Inaddition,theCommitteedeterminesthatallnomineesareinapositiontodevote re-election, theCommitteealsoassesseseachdirector’smeetingattendancerecordandsuitabilityfor as wellthecurrentBoard’sskillneedsanddiversity.With respecttoincumbentdirectorsselectedfor The NominatingCommitteeassessesacandidate’sindependence,backgroundandexperience, Mr. Dreiling Ms. Cochran Mr. Calbert Mr. Bryant Our BoardofDirectorsbelievesthateachthenomineescandevoteanadequateamount hasover40yearsofretailexperience,includingexperienceinmarketing, hasconsiderableexperienceinmanagingprivateequityportfoliocompaniesandis bringstoDollarGeneralover45yearsofretailexperience atalloperatinglevels. bringsover20yearsofretailexperiencetoDollarGeneralasaresulther 8 Proxy day and th day following the public th day prior to the date of such annual th 9 day prior to the first anniversary of the prior year’s th background increases the breadth of experience of our Board as a result of of our Board breadth of experience increases the background held senior management and executive positions for much of his 38 years in the held senior management and executive has 20 years of experience in the retail industry, including extensive experience in has 20 years of experience in the retail brings broad experience across finance, general management and strategy gained across finance, general management brings broad experience Acting upon the Nominating Committee’s recommendation, and after concluding that these upon the Nominating Acting can nominate directors by following the procedures outlined in our Bylaws. Shareholders Yes. Mr. Rickard Mr. Ms. Price Rhodes Mr. Ms. Fili-Krushel’s day and not later than the close of business on the 90 th announcement date. Ridge, Goodlettsville, TN 37072 for receipt no earlier than the close of business on the 120 Ridge, Goodlettsville, TN 37072 for receipt no earlier than the close of or more than 60 days after annual meeting. However, if the meeting is held more than 30 days before close of business on the such anniversary date, the notice must be received no earlier than the 120 less than 100 days prior to the meeting. If the first public announcement of the annual meeting date is date of such annual meeting, the notice must be received by the 10 nominees possess the appropriate experience, qualifications, attributes and skills, our Board has nominees possess the appropriate experience, to be elected by our shareholders at our annual meeting. unanimously nominated these individuals Can shareholders nominate directors? Secretary at 100 Mission In short, the shareholder must deliver a written notice to our Corporate accounting background, having served as the chief financial officer of two public companies, including a accounting background, having served has determined that Mr. Rickard is an audit committee financial large retailer. As a result, our Board Committee. Mr. Rickard’s financial as the Chairman of the Audit expert and has elected him to serve also brings expertise and perspective to our Board’s discussions experience within the retail industry regarding strategic planning and budgeting. former Chairman of RILA provides leadership, consensus-building, strategic planning and budgeting former Chairman of RILA provides of both short- and long-term issues confronting the retail skills, as well as extensive understanding financial background. industry. Mr. Rhodes also has a strong retail experience and a diverse retail industry background, including corporate world. He has significant another retail company. He also has an extensive financial and experience serving on the board of the faculty at Harvard Business School and from her service as a board member of several public service as a board member of several Business School and from her the faculty at Harvard companies. among other areas. This background serves as a strong operations, supply chain and finance, and expertise to our CEO and our Board. In addition, foundation for offering invaluable perspective and chief executive officer of a public retail company and as the his experience as a board chairman from her service in senior executive and management positions at major corporations across several positions at major corporations across senior executive and management from her service in in 2014. before her retirement USA as Chief Financial Officer of Ahold industries, including former Chief Financial as a certified public accountant, numerous years of experience Ms. Price’s with valuable experience and insight Officer provide our Board Chief Accounting Officer and former is an Price our Board has determined that Ms. finance matters, and consequently, into accounting and a member of Board a valuable perspective as expert. She also brings to our audit committee financial her extensive executive experience overseeing the business strategy, philanthropy, corporate social philanthropy, the business strategy, overseeing executive experience her extensive compensation and and development, employee growth recruitment, human resources, responsibility, addition, her industry. In in the media at large public companies and legal functions benefits, and preferences of viewership patterns her knowledge behavior based on of consumer understanding our customer base. perspective to our Board in understanding provides additional not later than the close of business on the 90 Proxy nominees. What doestheBoardofDirectorsrecommend? familial relationshipbetweenMs.Cochranandoneof ournon-executiveofficers. nominees andanyofourexecutiveofficers.See‘‘DirectorIndependence’’belowforadiscussion Are thereanyfamilialrelationshipsbetweenofthenominees? are authorizedtovoteyourproxyforasubstitutedesignatedbyourBoardofDirectors. What ifanomineeisunwillingorunabletoserve? for thisyear’sannualmeeting. process bywhichshareholdersmaynominatedirectors.Noshareholdernomineeshavebeenproposed section ofourwebsitelocatedatwww.dollargeneral.com,formoredetailedinformationregardingthe proposing thenomineeandaboutnominee,whichgenerallyincludes: thenominee’sname,age,businessandresidenceaddresses,principaloccupationor • The noticemustcontainallinformationrequiredbyourBylawsabouttheshareholder Our Boardunanimouslyrecommendsthatyouvote There arenofamilialrelationshipsbetweenanyofthenomineesor That isnotexpectedtooccur.Ifitdoes,thepersonsdesignatedasproxiesonproxycard You shouldconsultourBylaws,postedonthe‘‘InvestorInformation—CorporateGovernance’’ adescriptionofallarrangements orunderstandingsbetweentheproposingshareholderand • adescriptionofallcompensatory arrangementsorunderstandingsbetweentheproposing • anyotherinterestsoftheproposingshareholderorshareholder’simmediate • thenameandaddressofshareholderproposingnomineeastheyappearonour • anyotherinformationrelatingtothenomineethatisrequiredbedisclosedinproxy • theclassandnumberofsharesDollarGeneralcommonstockbeneficiallyownedby • employment; the shareholder. each nomineeandanyotherpersonpursuanttowhichthenominationisbemadeby shareholder andeachnominee; dividends byDollarGeneral; increases ordecreasesinthevalueofsecuritiesDollarGeneralpayment family inthesecuritiesofDollarGeneral,includinginterestsvaluewhichisbasedon record books,andthenameaddressofbeneficialholder(ifapplicable); named intheproxystatementasanomineeandtoservingdirector,ifelected); of theSecuritiesExchangeAct of1934(includingthenominee’swrittenconsenttobeing solicitations withrespecttonomineesforelectionasdirectorspursuantRegulation 14A nominee andbytheshareholderproposingnominee; 10 FOR theelectionofeachdirector Proxy 11 risk management are to be undertaken in our internal control significant deficiencies or material weaknesses over financial reporting or internal controls complaints we receive regarding accounting financial statements proposals relating to matters within the committee’s expertise recent review of internal quality controls evaluates the lead audit performance and independence, annually there should be a regular partner, and periodically considers whether rotation of such firm the independent auditor independent auditor statements with management and the rating agencies releases and provided to analysts and • and reassesses the committee’s charter reviews Periodically • any disclosures made by the CEO and CFO regarding Reviews • internal audit activities, projects and budget Reviews • procedures for receipt, retention and treatment of Establishes • having an impact on Discusses with our general counsel legal matters • self-evaluation an annual Performs • committee report required in our proxy statement the Furnishes • shareholder Evaluates and makes recommendations concerning • evaluates the independent auditor’s qualifications, Annually • the audit scope and any audit problems or difficulties Discusses • regarding the hiring of current and former employees of Sets policies • the annual audited and quarterly unaudited financial Discusses • types of information to be disclosed in earnings press Discusses • policies governing the process by which risk assessment and Discusses • auditor Selects the independent Name of Yes. Our Board of Directors has a standing Audit Committee, Compensation Committee and Committee Compensation Committee, Audit has a standing Our Board of Directors Yes. Mr. BryantMs. CochranMs. Price • an annual report describing the independent auditor’s internal Reviews non-audit services and fees terms and all permitted by its most quality control procedures and any material issues raised Mr. Rickard, Chairman • audit engagement fees and the independent auditor’s Pre-approves Committee & Members Committee Functions www.dollargeneral.com. Current information regarding each of these committees is set forth below. each of these committees is set forth Current information regarding www.dollargeneral.com. AUDIT: Does the Board of Directors have standing Audit, Compensation and Nominating Committees? Compensation have standing Audit, Board of Directors Does the which charter for each of these committees, The Board has adopted a written Nominating Committee. located at Governance’’ section of our website ‘‘Investor Information—Corporate are available on the CORPORATE GOVERNANCE CORPORATE Proxy financial expertwillnotcauseapersontobedeemed tobean‘‘expert’’foranypurpose. work’’ andarenotemployees.TheSEChasdetermined thatdesignationasanauditcommittee the otherAudit Committeemembers.Theyarenotourauditors oraccountants,donotperform‘‘field standards andinourCorporateGovernanceGuidelines. Suchexpertshavethesameresponsibilitiesas committee financialexpertandhasdeterminedthateach isindependentasdefinedinNYSElisting Does DollarGeneralhaveanauditcommitteefinancial expertservingonitsAudit Committee? GOVERNANCE: NOMINATING AND COMPENSATION: omte ebr CommitteeFunctions Committee &Members s oha Recommends thestructureandmembershipofBoardcommittees Recommends personstofillBoardandcommitteevacancies • • membersofourBoard Ms. Fili-Krushel Ms. Cochran Mr. Rhodes,Chairman recommendsthecompensationofourdirectors Determinesthecompensationofourexecutiveofficersand • compensationofourCEO Mr. Rhodes Ms. Fili-Krushel Mr. Bryant,Chairman Yes. OurBoardhasdesignatedeachofMr.Rickard,Ms.CochranandPrice asanaudit Name of Reviews andapprovescorporategoals objectivesrelevanttothe • Periodically reviewsandreassessesthecommittee’scharter • Evaluatesandmakesrecommendationsconcerningshareholder • Performs anannualself-evaluation • Overseestheprocess governingtheevaluationofBoard • Developsandrecommends CorporateGovernanceGuidelinesand • Screensandrecommends toourBoardindividualsqualifiedbecome • Developsandrecommends criteriaforselectingnewdirectors • Periodically reviewsandreassessesthecommittee’scharter • Evaluatesandmakes recommendationsconcerningshareholder • Performs anannualself-evaluation • Overseesandevaluates theindependenceofitscompensation • Reviews anddiscusseswithmanagement,priortothefilingof • Overseestheprocessforevaluatingourseniorofficers • Overseestheshareownershipguidelinesandholdingrequirementsfor • Establishesourlong-termincentivecompensationprogramand • Establishesourshort-termincentivecompensationprogramforsenior • Recommends, whenappropriate,changes toourcompensation • proposals relatingtomatterswithinthecommittee’sexpertise corporate governancepractices proposals relatingtomatterswithinthecommittee’sexpertise consultant andotheradvisors the proxystatement) tables (inadditiontopreparingareportonexecutivecompensationfor including theCompensationDiscussionandAnalysiscompensation proxy statement,thedisclosureregardingexecutivecompensation, Board membersandseniorofficers approves equity-basedawardsundersuchprogram officers philosophy andprinciples 12 Proxy 13 Committee and the lead director, the results of which are reviewed with the Board. Committee and the lead director, the Corporate Governance Guidelines. not all non-management directors are independent, of of the independent directors and, if lead director, Mr. Calbert presides over such the non-management directors. As the executive sessions. The Audit Committee discusses our policies with respect to risk assessment and risk Committee discusses our policies The Audit • annual performance evaluations of Mr. Dreiling by the Compensation Conducting • annual Board and committee performance evaluations. Conducting leadership model is right for all companies and at all The Board recognizes that no single risk oversight Our Board of Directors and its committees have an important role in our • in our an independent lead director and specifying his duties as outlined Appointing • sessions opportunity after each regularly scheduled Board meeting for executive Ensuring Our Board of Directors has adopted a policy that all directors should attend annual has adopted a policy that all Our Board of Directors CEO. The Board of our Board of Directors and Mr. Dreiling serves as Chairman Yes. During 2014, our Board, Audit Committee, Compensation Committee and Nominating Committee Committee, Compensation our Board, Audit During 2014, management, primarily through oversight of our enterprise risk management program. Our Internal management, primarily through oversight of our enterprise risk management which entails review and documentation of our department coordinates that program, Audit and external risks, identifies comprehensive risk management practices. The program evaluates internal is updated through mitigation strategies, and assesses the remaining residual risk. The program initiatives, evaluation of the interviews with senior management and our Board, review of strategic process. Our Board regularly reviews with management our financial and business strategies, including process. Our Board regularly reviews with management our financial and reviews with the Board relevant material risks as appropriate. Our General Counsel also periodically our insurance coverage and programs as well as litigation risks. times, and the Board will review its leadership structure as appropriate, including in connection with times, and the Board will review its of Mr. Dreiling’s planned retirement in January 2016, to ensure the appointment of a new CEO in light it continues to be in the best interests of Dollar General and our shareholders. What is the Board of Director’s role in risk oversight? corporate strategy. To promote effective independent oversight, the Board has adopted a number of promote effective independent oversight, the corporate strategy. To governance practices, including: currently believes combining these roles provides an efficient and effective leadership model for Dollar and effective leadership model combining these roles provides an efficient currently believes specific and intimate understanding of our given his day-to-day involvement with General because, team, Mr. Dreiling is particularly suited to effectively identify business, industry and management and execution of strategy, and facilitate information flow strategic priorities, lead the discussion The Board further believes that combining these roles fosters between management and the Board. and alignment on the development and execution of clear accountability, effective decision-making, shareholders’ meetings unless attendance is not feasible due to unavoidable circumstances. All persons due to unavoidable circumstances. unless attendance is not feasible shareholders’ meetings annual shareholders’ meeting. at the time attended the 2014 serving as Board members and CEO? combine the positions of Chairman Does Dollar General Committee met 16, 5, 8 and 3 times, respectively. Each incumbent director attended at least 75% of at least 75% director attended Each incumbent 3 times, respectively. met 16, 5, 8 and Committee which were held he or she served committees on which the Board and all of all meetings of the total committee. of each applicable director and a member he or she was a period for which during the attendance at the annual meeting? policy regarding Board member What is Dollar General’s How often did the Board and its committees meet in 2014? its committees did the Board and How often Proxy Governance.’’ directors asagroupisdescribedonwww.dollargeneral.com under‘‘InvestorInformation—Corporate Board ofDirectors,aparticulardirector,orthenon-management directorsortheindependent How canIcommunicatewiththeBoardofDirectors? guidelines andholdingrequirementsforseniorofficers andBoardmembers,respectively. Discussion andAnalysis’’‘‘DirectorCompensation’’ formoreinformationonsuchownership and seniorofficersareincludedinourCorporateGovernance Guidelines.See‘‘Compensation officers? Are thereshareownershipguidelinesandholdingrequirementsforBoardmemberssenior search firm. Chairman, respectively)representtheBoardondaytoCEOsearchworkwithexecutive facilitate theprocess.Messrs.CalbertandBryant(asleaddirectorasCompensationCommittee search includes,andtheCFOmayinclude,useofathird-partyexecutivefirmtohelp 2015, respectively,weareactivelyengagedinaninternalandexternalsearchforsuccessors.TheCEO in theeventofanemergencyorhissuddenincapacitationdeparture. periodically, aconfidentialprocedureforthetimelyandefficienttransferofCEO’sresponsibilities strategy isalsoconsidered.Inaddition,wemaintainatalltimes,andreviewwiththeBoard growth anddevelopmentplans.With respecttoCEOsuccessionplanning,ourlong-termbusiness is appropriate,assessmentofeachpotentialsuccessor’slevelreadiness,andpreparationindividual identification ofpotentialsuccessorsforpositionswhereithasbeendeterminedthatinternalsuccession through thefront-linesupervisorylevel.Theprogramfocusesonkeysuccessionelements,including comprehensive programencompassesnotonlyourCEOandotherexecutiveofficersbutallemployees succession. OurBoardformallyreviewsourmanagementsuccessionplanatleastannually. our CEOtoensurethataformalizedprocessgovernslong-termmanagementdevelopmentand Does DollarGeneralhaveamanagementsuccessionplan? committees hasnothadanyeffectonourBoard’sleadershipstructure. addresses therisksfacingDollarGeneral.Accordingly, theriskoversightroleofourBoardandits interrelationships. OurBoardbelievesthisdivisionofriskmanagementresponsibilitieseffectively Board anditscommitteestocoordinatetheriskoversightrole,particularlywithrespect above, theentireBoardisregularlyinformedaboutrisksthroughcommitteereports.Thisenables the risksrelatingtoouroverallcompensationprograms. Risk Considerations’’below,theCompensationCommitteealsoparticipatesinperiodicassessmentsof to ourexecutivecompensationprogram.Asdiscussedunder‘‘ExecutiveCompensation—Compensation high residualrisk,alongwiththeirmitigationstrategies,arereviewedindividually. risks. TheresultsarepresentedtotheAudit Committeeatleastannually.Quarterly,thecategorieswith and reviewofotheroutsideinformationconcerningbusiness,financial,legal,reputational, fiscal budget,reviewofupcominglegislativeorregulatorychanges,certaininternalmetrics Our Board-approvedprocessforsecurityholdersand otherinterestedpartiestocontactthe Yes. DetailsofourshareownershipguidelinesandholdingrequirementsforBoardmembers In connectionwithMessrs.Dreiling’sandTehle’s plannedretirementsinJanuary2016andJuly Yes. OurCorporateGovernanceGuidelinesrequireourBoardofDirectorstocoordinatewith While theAudit CommitteeandtheCompensationoverseeriskareasidentified Our CompensationCommitteeisresponsibleforoverseeingthemanagementofrisksrelating 14 Proxy 15 Our governance-related information is posted on www.dollargeneral.com under ‘‘Investor under on www.dollargeneral.com is posted information Our governance-related General Corporation, 100 Mission Ridge, Goodlettsville, TN 37072. 100 Mission Ridge, Goodlettsville, General Corporation, Information—Corporate Governance,’’ including our Corporate Governance Guidelines, Code of Governance Guidelines, our Corporate including Governance,’’ Information—Corporate the Compensation Committee, each of the Audit the charter of Conduct and Ethics, Business to lead the of the persons chosen and the name(s) Committee, and the Nominating Committee information of the independent directors. This of the non-management directors and executive sessions Dollar request to: Investor Relations, to any shareholder who sends a written is available in print Where can I find more information about Dollar General’s corporate governance practices? governance General’s corporate about Dollar I find more information Where can Proxy 5 Ms.Price joinedourBoardeffectiveAugust 26,2014. 237,015 (5) Perquisites andpersonalbenefits,ifany,totaledlessthan$10,000 perdirector. (4) 238,515 — 219,015 220,515 233,515 243,515 — 75,846 Represents — theaggregategrantdatefairvalueofstockoptionsawardedtoMs.Price onAugust 26,2014inconnection with 47,669 — (3) — 113,500 — 75,846 75,846 47,669 75,846 ($) 47,669 115,000 75,846 47,669 75,846 95,500 Represents 47,669 theaggregategrantdatefairvalueofrestrictedstockunitsawardedtoMs.Price onAugust 26,2014 in 97,000 47,669 (2) 110,000 120,000 InadditiontotheannualBoardretainer,whichwasproratedincaseofMs.Price, thefollowingdirectorsreceived (1) David B.Rickard William C.Rhodes,III Paula A.Price Patricia D.Fili-Krushel Sandra B.Cochran Michael M.Calbert Warren F. Bryant Name in pensionvalueandnonqualifieddeferredcompensationearningsbecausetheyareinapplicable. below. We haveomittedthecolumnspertaining tonon-equityincentiveplancompensationandchange the Board;hiscompensationforserviceasourCEOisdiscussedunder‘‘ExecutiveCompensation’’ non-employee Boardmembersfor2014.Mr.Dreilingwasnotseparatelycompensatedhisserviceon DIRECTOR COMPENSATION Mr. Rickard(21,513). Messrs. Bryant,CalbertandRhodes(21,756);Ms.Cochran(13,120); Ms.Fili-Krushel(12,892);Price (4,795);and in thetableabovehadfollowingtotalunexercisedstockoptions outstanding(whetherornotthenexercisable):eachof of theannualconsolidatedfinancialstatementsinour2014Form 10-K.AsofJanuary30,2015,eachthepersonslisted with FASB ASC Topic 718.Information regardingassumptionsmadeinthevaluationoftheseawardsisincludedNote10 her appointmenttotheBoard,aswelleachdirector(excludingMs.Price) onMay29,2014,computedinaccordance Messrs. Bryant,Calbert,RhodesandRickard(1,890);Ms.Cochran(2,263);Fili-Krushel(1,879);Price (883). each ofthepersonslistedintableabovehadfollowingtotalunvestedrestrictedstockunitsoutstanding: fiscal yearendedJanuary30,2015,filedwiththeSEConMarch20,2015(our‘‘2014Form 10-K’’).AsofJanuary30,2015, awards isincludedinNote10oftheannualconsolidatedfinancialstatementsourAnnualReport onForm 10-Kforthe computed inaccordancewithFASB ASC Topic 718.Informationregardingassumptionsmadeinthevaluationofthese connection withherappointmenttotheBoard,aswelleachdirector(excludingMs.Price) onMay29,2014, respectively. Mr.Calbertreceivedanannualretainerforserviceastheleaddirector. Compensation CommitteeChairman,theNominatingChairmanandAudit Committee Chairman, (10); andMr.Rickard(4).Messrs.Bryant,Rhodesalsoreceivedanannualretainerforserviceasthe payment forthefollowingnumberofexcessmeetings:Mr.Bryant(10);Ms.Cochran(7);Fili-Krushel(8);Rhodes The followingtableandtextsummarizethecompensationearnedbyorpaidtoeachofour (5) Fiscal 2014DirectorCompensation nCs wrsAad opnainTotal Compensation Awards Awards in Cash rPi tc pinAllOther Option Stock or Paid Earned 6865,8 156—184,500 — 91,516 56,088 36,896 16 Fees (1) ($) (2) ($) (3) ($) (4) ($) Proxy % of the 3 ⁄ 1 17 attended, as a member, during the fiscal year. attended, as a member, during the fiscal unvested equity upon death, disability (as defined in the applicable award agreement) or unvested equity upon death, disability (as defined in the applicable award voluntary departure from the Board. 100% RSUs; the grant date rather than 33.3%/year over three years; and •and annual retainer for service as the Nominating Committee Chairman; $15,000 • a director for each Board or committee meeting in excess of an aggregate of 16 that $1,500 who joined the Board mid-year, including Ms. Price In addition, each non-employee director, For 2014, each non-employee director received payment (prorated as applicable), in quarterly director received payment (prorated 2014, each non-employee For • for service as a Board member; $85,000 annual retainer • for service as the lead director; $25,000 annual retainer • Chairman; Committee for service as the Audit $22,500 annual retainer • annual retainer for service as the Compensation Committee Chairman; $20,000 The Board approves, upon recommendation of the Compensation Committee, the form and Committee, the of the Compensation recommendation approves, upon The Board In addition, beginning with calendar year 2015, Dollar General has implemented a In addition, beginning with calendar year 2015, Dollar General has implemented After reviewing our Board compensation program relative to our market comparator group, After reviewing our Board compensation • 2015 will change from Options and RSUs to The equity award mix on or after January 31, • 2015 will fully vest on the first anniversary of RSU awards granted on or after January 31, • 2015 will allow for full acceleration of all Equity awards granted on or after January 31, delivered in restricted stock units payable in shares of our common stock (‘‘RSUs’’). The Options are delivered in restricted stock units payable award and the RSUs are scheduled to vest as to 33 scheduled to vest as to 25% of the received an annual equity award with an estimated value of $125,000 on the grant date (as determined received an annual equity award with such as the trading price of our common stock, expected by Meridian using economic variables of similar companies, and the terms of the award) under our volatility of the stock trading prices Plan. Sixty percent of this value was delivered in 2007 Stock Incentive Amended and Restated shares of our common stock (‘‘Options’’) and 40% was non-qualified stock options to purchase for travel and related expenses related to Dollar General business. expenses related to Dollar General for travel and related following cash compensation, as applicable: installments, of the amount of director compensation. As part of this process, the Committee may consult with or review Committee may consult this process, the As part of director compensation. amount of consultant, its independent (‘‘Meridian’’), Partners Compensation provided by Meridian information and However, the Committee Officer. our Chief People of our CEO and consider the input and may We compensation. regarding director authority ultimate decision-making retain and exercise the Board will reimburse also serves as our employee. We for Board service any director who do not compensate seminars and with continuing education fees and expenses incurred in connection directors for certain Non-Employee Director Deferred Compensation Plan (the ‘‘Director Deferred Compensation Plan’’) to Non-Employee Director Deferred Compensation Plan (the ‘‘Director Deferred earned for Board service in a allow for deferral by non-employee directors of up to 100% of cash fees separation from service in those who choose to participate, benefits are payable upon fiscal year. For distribution or monthly the form, as elected by the director at the time of deferral, of a lump sum the Compensation Committee has recommended, and the Board has determined based upon the the Compensation Committee has recommended, the cash component of the 2015 non-employee director Committee’s recommendation, that but the following changes will be made to the equity portion: compensation will remain unchanged, award on each of the first four and three anniversaries of the grant date, respectively, in each case award on each of the first four and on our Board. Directors may elect to defer receipt of shares subject to the director’s continued service underlying the RSUs. Proxy Compensation Committee. after aspracticable).Administrative detailspertaining tothesemattersareestablishedbythe time thedirectorjoinedorjoinsourBoardshouldbeacquiredpriortojoining(orassoon which thedirectorjoinedorjoinsourBoard).At least1timestheannualcashretainerineffectat Board) tobeachievedwithin5yearsofAugust 24,2011(or,iflater,within5yearsofthedateon Board asineffectonJanuary1,2011(or,iflater,thedatewhichdirectorjoinedorjoinsour requirements. Theownershipguidelineis4timestheannualcashretainerpayableforserviceonour general assets. Participant deferralsarenotcontributedtoatrust,andallbenefitspaidfromDollarGeneral’s defined intheDirectorDeferredCompensationPlan),unpaidbenefitwillbepaidalumpsum. benefits arepayabletothedirector’snamedbeneficiary.Ineventofadisability(as director hasdeferredandthedeemedinvestmentgainslosses.Ineventofadirector’sdeath, losses, arecreditedtoaliabilityaccount.Theamountofthebenefitwillvarydependingonfees deemed investmentgainsandlosses.Theamountsdeferred,alongwith deferred feesintofundsidenticaltotheofferedinour401(k)Planandwillbecreditedwith payments for5,10or15years.Participating directorscandirectthehypotheticalinvestmentof Our non-employeedirectorsaresubjecttoshareownershipguidelinesandholding 18 Proxy 19 No. Our Board of Directors consists of Warren F. Bryant, Michael M. Calbert, Sandra B. Bryant, Michael F. of Warren No. Our Board of Directors consists and Rickard and Our Board has affirmatively determined that Messrs. Bryant, Calbert, Rhodes The Board first analyzes whether any director or nominee has a relationship covered by the The Board first analyzes whether any Yes. A majority of our directors must be independent in accordance with the independence with the independent in accordance directors must be A majority of our Yes. determines the independence of each director and The Board of Directors affirmatively Committee and the Nominating Committee meet the independence requirements for membership on Committee and the Nominating Committee meet the independence requirements standards and, as to the Audit those committees set forth in the NYSE listing standards, our additional Committee, SEC rules. Mss. Cochran, Fili-Krushel and Price, but not Mr. Dreiling, are independent from our management but not Mss. Cochran, Fili-Krushel and Price, as described below, any under both the NYSE listing standards and our additional standards. Except management fell within the relationship between an independent director and Dollar General or our or considered by our Board. Board-adopted categorical standards and, accordingly, was not reviewed Committee, the Compensation The Board has also determined that the current members of the Audit Are all of the directors and nominees independent? Are all of the directors and nominees C. Rhodes and William A. Price, D. Fili-Krushel, Paula Dreiling, Patricia Cochran, Richard W. serve on our Audit David B. Rickard. Messrs. Rickard and Bryant and Mss. Cochran and Price our Compensation Committee, Committee, Messrs. Bryant and Rhodes and Ms. Fili-Krushel serve on Committee. and Mr. Rhodes and Mss. Cochran and Fili-Krushel serve on our Nominating categorical independence standards to determine whether or not that relationship is material. The categorical independence standards or nominee who has a relationship outside such parameters is Board may determine that a director relationship is not considered to be material. Any director who nonetheless independent because the General or its management is not considered to be independent. has a material relationship with Dollar does not consider or analyze any relationship that falls within Absent special circumstances, the Board adopted categorical independence standards. the parameters of the Board’s separately Guidelines, which are posted on the ‘‘Investor Information—Corporate Governance’’ section of our Guidelines, which are posted on the website located at www.dollargeneral.com. prohibit an independence finding for Board or committee purposes. NYSE listing standards that would of the remaining eligible directors and nominees with Dollar The Board then analyzes any relationship outside the parameters of the Board’s separately adopted General or our management that falls How does the Board of Directors determine director independence? of Directors determine director How does the Board guidelines it has adopted, which include all elements of director nominee in accordance with listing standards and SEC rules as well as certain Board-adopted independence set forth in the NYSE These guidelines are contained in our Corporate Governance categorical independence standards. directors to comply with such listing standards and, in the case of the Audit Committee, with SEC the case of the Audit with such listing standards and, in directors to comply being that disqualify directors from listing standards define specific relationships rules. The NYSE must qualify as ‘‘independent,’’ the Board require that for a director to independent and further The SEC’s relationship with Dollar General. that the director has no material affirmatively determine of definitions of independence for members listing standards contain separate rules and the NYSE and compensation committees, respectively. audit committees Is Dollar General subject to the NYSE governance rules the NYSE governance General subject to Is Dollar independence? director regarding Committee, the In addition, the Audit in the NYSE listing standards. requirements set forth must be composed solely of independent and the Nominating Committee Compensation Committee DIRECTOR INDEPENDENCE DIRECTOR Proxy transactions approvalpolicy. awards wereapprovedbytheCompensationCommitteepursuanttoCompany’srelated-party Mr. Brophy’scompensationorperformanceevaluations.cashandequity our otherfull-timeemployees.Ms.Cochrandoesnotparticipateinanydecision-makingrelatedto total cashcompensation. We donotexpectMr.Brophy’stotalcash compensationfor2015tomateriallydifferfromhis2014 Mr. BrophyandontermssubstantiallysimilartotheformsofawardagreementsfilewithSEC. annual equityawardsreceivedbyallDollarGeneralemployeesatthesamejobgradelevelas share units,and433restrictedstockunits.Allequityawardsweregrantedontermsconsistentwiththe annual equityawardconsistingof3,583non-qualifiedstockoptions,atarget433performance 569 performanceshareunits,and566restrictedstockunits.InMarch2015,Mr.Brophyreceivedan received anannualequityawardconsistingof3,034non-qualifiedstockoptions,atarget compensation (comprisedofhisbasesalaryandbonuscompensation)lessthan$320,000 non-executive position)since2009.For 2014,Mr.BrophyearnedfromtheCompanytotalcash Ms. Cochran’sbrother,StephenBrophy,hasservedasaVice President oftheCompany(a In reachingthedeterminationthatMs.Cochranisindependent,Boardconsidered Mr. Brophyalsoiseligibletoparticipateinemployeebenefitsplansandprogramsavailable 20 Proxy 21 Board or an authorized committee. or receives any special compensation or benefit as a result. or receives any special compensation benefit on a pro rata basis. all of our shareholders receive the same or governmental authority. charges fixed in conformity with law trustee under a trust indenture, or similar services. or compensatory generally, ordinary course business travel expenses and reimbursements, approved by the arrangements to directors, director nominees or officers that have been of the entity’s annual consolidated revenues (total consolidated assets in the case of a of the entity’s annual consolidated revenues individual participates in the actual provision of lender) if no related party who is an with, us on the entity’s behalf or receives special services or goods to, or negotiations compensation or benefit as a result. who is an individual participates in the grant decision annual receipts and no related party Other than compensation paid or to be paid during 2014 and 2015 to one of our non-executive Other than compensation paid or to be paid during 2014 and 2015 to one • the interest arises solely from share ownership in Dollar General and where Transactions • the rates or charges are determined by competitive bid. where Transactions • as a common or contract carrier or public utility at rates or for services Transactions • involving services as a bank depositary of funds, transfer agent, registrar, Transactions • nondiscriminatory basis to all salaried employees Compensatory transactions available on a Our Chairman and CEO is authorized to approve a related party transaction in which he is not Our Chairman and CEO is authorized • a total amount that does not exceed the greater of $1 million or 2% involving Transactions • total contributions if the total amount does not exceed 2% of the recipient’s Charitable Yes. Our Board of Directors has adopted a written policy for the review, approval or for the review, approval a written policy has adopted Our Board of Directors Yes. to related party transactions, subject prior Board approval for all known The policy requires officers who is a family member of Ms. Cochran, as discussed further under ‘‘Director Independence’’ officers who is a family member of Ms. Cochran, as discussed further under of 2014, or any currently above, there are no transactions that have occurred since the beginning and in which a related party proposed transactions, that involve Dollar General and exceed $120,000 had or has a direct or indirect material interest. What related-party transactions existed in 2014 or are planned for 2015? transaction. The transactions below are deemed pre-approved without Board review or approval: transaction. The transactions below whether any transactions were unknowingly entered into with a related party and the Board is with a related party and the Board were unknowingly entered into whether any transactions for review. The exceptions identified below, of such transactions, subject to certain presented with a list any discussion or approval of the transaction and must provide to related party may not participate in the transaction. the Board all material information concerning is less than $1 million and he informs the Board of the involved if the total anticipated amount family members, and a ‘‘transaction’’ includes one in which (1) the total amount may exceed $120,000, which (1) the total amount may exceed a ‘‘transaction’’ includes one in family members, and material party will have a direct or indirect is a participant, and (3) a related (2) Dollar General owner of another entity, or both). as a director or a less than 10% interest (other than immediate annually after receiving a list of identified below. In addition, at least certain exceptions determine relevant internal departments our directors and executive officers, family members from Does the Board of Directors have a related-party transactions approval policy? transactions have a related-party Board of Directors Does the directors, party’’ for this purpose includes our party’’ transactions. A ‘‘related ratification of ‘‘related immediate 5% shareholders, and any of their executive officers and greater than director nominees, TRANSACTIONS WITH MANAGEMENT AND OTHERS AND WITH MANAGEMENT TRANSACTIONS Proxy hrhle prvlincluding reductioninexercisepriceofstockoptions andholdingDollarGeneralsecuritiesinamargin permit repricingofunderwaterstock options, shareholder approval of underwaterstockoptionswithout Prohibition onrepricingorcashbuyout requirementstocreatealignmentwiththe long-term stock,pledgingDollarGeneralsecuritiesascollateral, Substantial eliminationoftaxgross-ups fromhedgingtheirownershipofDollarGeneral accounts Dollar Generalsecuritiesinmargin Dollar Generalsecuritiesandonholding Prohibition onhedgingandpledging requirements Share ownershipguidelinesandholding Pay forPerformance practices: ensure alignmentofinterestswithshareholdersandtoimplementsoundcorporategovernance talent. performance andtomaintainourcompetitivepositioninthemarketwhichwecompeteforexecutive program toincentachievementofbothourannualandlong-termbusinessstrategies,payfor returns. We strivetobalancetheshort-term andlong-termcomponentsofourexecutivecompensation and motivatepersonswhowebelievehavetheabilitydesiretodeliversuperiorshareholder of ourshareholders.Acompetitiveexecutivecompensationpackageiscriticalforustoattract,retain Executive Overview executive officers.’’ EXECUTIVE COMPENSATION We refertothepersonslistedinSummary CompensationTable belowasour‘‘named Compensation BestPractices. The overarchinggoalofourexecutivecompensationprogramistoservethelong-terminterests opnainPatc DollarGeneralPolicy Compensation Practice Compensation DiscussionandAnalysis As evidencedbythefollowingpracticesandpolicies,westriveto percentage oftotaldirectcompensationislinkedwith We linkpaytoperformancebyensuringasignificant award type,withoutshareholderapproval. or replacementofanawardwithcashanother Our long-termequityincentiveprogramdoesnot payments otherthanonrelocation-relateditems. None ofourexecutivesareeligiblefortaxgross-up Hedging andPledgingTransactions’’ below. account. For moredetails,see‘‘Policy Against We prohibitexecutiveofficersandBoardmembers Requirements’’ below. ‘‘Share OwnershipGuidelinesandHolding interests ofourshareholders.For moredetails,see We utilizeshareownershipguidelinesandholding details, see‘‘Pay forPerformance’’ below. compensation areperformancebased.For more significant majorityofourlong-termequityincentive short-term cashincentivecompensationanda the financialperformanceofkeymetrics.Allour 22 Proxy Salary 29.38% STI 20.30% (Average) LTI Variable/At-Risk: 70.62% Variable/At-Risk: 50.32% We make various changes to our make various We 23 Our Compensation Committee performs at least Committee Our Compensation of our compensation a risk assessment annually program. retains an independent Committee The Compensation to advise the Compensation compensation consultant executive and non-employee Committee on the program and practices. director compensation STI 18.27% Consistent with our pay-for-performance philosophy, a significant pay-for-performance philosophy, Consistent with our Salary 14.05% 25MAR201519511740 25MAR201519511872 CEO Other NEOs LTI Variable/At-Risk: 85.95% Variable/At-Risk: 67.68% restricted stock award granted in 2012, exceeded the 2014 target of $3.61 per share, restricted stock award granted in 2012, exceeded the 2014 target of $3.61 resulting in the vesting of the first tranche of such award. was 19.50% (versus 19.89% in 2013), in each case as defined and calculated for purposes was 19.50% (versus 19.89% in 2013), unit awards, resulting in the performance share units of our outstanding performance share at 95.10% of target. granted in March 2014 being earned billion (94.2% of program, was $1.795 billion (96.97% of the target) compared to $1.742 payout to participants at 84.84% of target. target) in 2013, resulting in a 2014 Teamshare Compensation PracticeCompensation Dollar General Policy Significant Compensation-Related Actions in 2014. Significant Compensation-Related The results of the financial performance metrics used in connection with our 2014 The results of the financial performance • ROIC Adjusted was $2.175 billion (versus $2.09 billion in 2013) and EBITDA Adjusted • bonus as defined and calculated for purposes of our annual Teamshare EBIT, Adjusted • EPS, as defined and calculated for purposes of Mr. Dreiling’s performance-based Adjusted Pay for Performance. Pay compensation program in the normal course in order to remain competitive and further strengthen our compensation program in the normal course in order to remain competitive compensation-related program in ways that support our shareholders’ interests. The most significant actions in 2014 pertaining to our named executive officers include: STI—Short-Term Cash Incentive STI—Short-Term Incentive Equity LTI—Long-Term as follows: performance-based compensation are the charts below: majority of our named executive officers’ target total direct compensation for 2014 was performance executive officers’ target total majority of our named target total common stock. In addition, our 2014 to fluctuations in the price of our based and exposed as shown in long-term and annual performance, packages sought to reward both direct compensation Annual compensation risk assessment risk Annual compensation consultant compensation Independent Proxy Executive OfficerCompensation’’: executive officersaresummarizedbelowanddiscussedinmoredetail‘‘ElementsofNamed shareholders. Thematerialcompensationprinciplesapplicabletotheofournamed performance, andtoalignthelong-terminterestsofournamedexecutiveofficerswiththose Executive CompensationPhilosophyandObjectives compensation ofournamedexecutiveofficerswillbeat2017annualmeetingshareholders. program. Thenextopportunityforourshareholderstovoteapproveonanonbindingbasisthe Accordingly, wedonotbelievetheresultsrequiredconsideration ofchangestoourcompensation program, whichweviewasoverwhelminglysupportiveofourcompensationpoliciesanddecisions. total votescast(excludingabstentionsandbrokernon-votes),96.0%wereinsupportofthe The advisoryvoteonournamedexecutiveofficercompensationprogramwaslastheldin2014.Ofthe executive officers,whichisthetimeintervallastapprovedbyourshareholdersonanonbindingbasis. shareholders tovoteonanonbindingbasiswithrespectourcompensationprogramfornamed anincreaseintheshareownershipguidelineforMr.Vasos inlightofhispromotionto • theimplementationofshareownershipholdingrequirementsforourseniorofficers, • We promoteshareownership toaligntheinterestsofournamedexecutiveofficerswith • We reward namedexecutiveofficerswhoenhanceourperformancebylinkingcashand • We setbase salariestoreflecttheresponsibilities,experience,performanceand • We generallytargettotalcompensationatareasonablebenchmarked medianrangeoftotal • We strivetoattract,retainandmotivatepersonswithsuperiorability,rewardoutstanding 2014 SayonPay Vote. themodificationof financialperformancethresholdandmaximumlevelsforadjusted • themodificationofTeamshare bonusprogramtoinstituteafinancialperformance • theeliminationfromouremploymentagreementsofprovisionsprovidingforgross-up • guidelines andenhancealignmentwithshareholders’interests; including thenamedexecutiveofficers,tofurthercomplementexistingshareownership those ofourshareholders. equity incentivestotheachievementofourfinancial goals. positions. contributions ofthenamedexecutiveofficersand salariesforcomparablebenchmarked compensation mayexceedorbebelowthemedianrange ofourmarketcomparatorgroup. For competitiveorotherreasons,ourlevelsoftotalcompensationanycomponent of well asourparticularnicheintheretailsector,thatare notreflectedinthemarketdata. adjustments basedoncircumstances,suchasuniquejob descriptionsandresponsibilitiesas compensation ofcomparablepositionswithinourmarketcomparatorgroup,butwemake Teamshare bonusprogramasapplicable(see‘‘2014EquityAwards’’ belowformoredetail). EBITDA andROICunderlyingourperformanceshareunitstoalignwiththoseofthe result inacappedbonuspayoutof300%anindividual’stargetpercentage;and result innobonuspayoutandfinancialperformanceatorabovethemaximumwould of ourmarketcomparatorgroup,wherefinancialperformancebelowthethresholdwould performance thresholdfrom95%to90%ofthetargetlevelbetterreflectpractices maximum of120%(previouslyuncapped)thetargetlevelandtoreducefinancial payments onanyexcisetaxesimposedunderSection280GoftheInternalRevenue Code; Chief OperatingOfficer; Once everythreeyears,weprovidetheopportunityforour 24 Proxy 25 The Compensation Committee has selected Meridian Compensation The Compensation Committee has Mr. Bob Ravener, our Executive Vice President and Chief People Officer, and Chief People President our Executive Vice Mr. Bob Ravener, Our Board of Directors has delegated responsibility for executive compensation to has delegated responsibility for Our Board of Directors compensation history of the named executive officer, including special or unusual officer, including named executive history of the compensation and between base salary balance maintain an appropriate payments, and compensation compensation. long-term incentive annual and After evaluating all of the factors required to be considered by the NYSE listing standards, the After evaluating all of the factors required Management’s Role. A Meridian representative attends or is on call to join such Committee meetings and private A Meridian representative attends or We utilize employment agreements with the named executive officers which, among other officers which, the named executive agreements with employment utilize We Oversight. Use of Outside Advisors. • the recent consideration we take into arrangements, In approving compensation Committee their recommendations regarding named executive officer pay components, typically based Committee their recommendations regarding named executive officer pay Committee’s deliberations of on benchmarking data; however, Mr. Dreiling does not participate in the officers’ performance the role of management in named executive his own compensation. For Evaluations’’ below. evaluations, see ‘‘Use of Performance analyzing relevant competitive data and, with the input of Mr. Dreiling, identifying and evaluating analyzing relevant competitive data and, with the input of Mr. Dreiling, The Mr. Ravener’s). various alternatives for named executive officer compensation (including and other and Ravener, Committee’s Chairman periodically consults directly with Messrs. Dreiling executive compensation, and non-executive members of our human resources group, in connection with and General President our Executive Vice Ms. Rhonda M. Taylor, consulted with Mr. Ravener, in connection with Counsel, and other non-executive members of our human resources group, discuss with the Ravener Mr. Dreiling’s employment transition compensation. Messrs. Dreiling and Committee has determined that Meridian is independent from Dollar General and that no conflicts of Committee has determined that Meridian provided to the Committee. interest exist related to Meridian’s services Meridian in gathering and and non-executive members of the human resources group have assisted corporate governance environment. The Committee’s members are authorized to consult directly with sessions as the Committee requests. along with management, prepares market comparator group data the consultant as desired. Meridian, in making decisions on items such as base salary, the Teamshare for consideration by the Committee program. bonus program, and the long-term incentive Committee (or its chairman) shall determine the scope of Meridian’s services. The approved scope Committee (or its chairman) shall determine at select Committee meetings and associated preparation generally includes availability for attendance with the Committee’s decision making with respect to work, risk assessment assistance, assisting matters, providing advice on our executive pay philosophy, executive and director compensation and incentive plan design, providing competitive market compensation market comparator group about emerging best practices and changes in the regulatory and studies, and apprising the Committee directors, approves the compensation of our named executive officers. the compensation of our named executive directors, approves (or its (‘‘Meridian’’) to serve as its independent compensation consultant. Meridian Partners consultant since 2007. The written agreement with predecessor) has served as the Committee’s under which Meridian will provide independent advice to the Meridian details the terms and conditions pertaining to executive and director compensation. The Committee in connection with matters continuity and aid in retention. The employment agreements also provide for standard protections to also provide for standard protections in retention. The employment agreements continuity and aid should such officer’s employment terminate. officer and Dollar General both the named executive Officer Compensation ProcessNamed Executive consisting entirely of independent Committee. The Compensation Committee, its Compensation things, set forth minimum levels of certain compensation components. We believe such arrangements believe components. We levels of certain compensation things, set forth minimum to ensure officers at other companies and help offered to named executive are a common protection Proxy companies selectedaccording totheirsimilarityouroperations,services,revenues andmarkets. Objectives’’ above).Themarket comparatorgroupisapprovedbytheCommittee andconsistsof comparator groupwhenmakingcompensationdecisions (see‘‘ExecutiveCompensationPhilosophyand U.S.-based employeepopulationunless: is givenapercentagebasesalaryincreasethatequalstheoverallbudgetedforCompany’s annual basesalaryincrease.Anynamedexecutiveofficerwhoreceivesasatisfactoryperformancerating ‘‘outstanding’’) overallperformanceevaluationwithrespecttoeachof2013and2014. options. Eachnamedexecutiveofficerreceivedasatisfactory(i.e.,‘‘good,’’‘‘verygood,’’or improvement’’ performanceratingalsowouldreceiveareducedlevelofrestrictedstockunitsand the Teamshare program(seediscussionbelow).Anynamedexecutiveofficerwhoreceivesa‘‘needs Company’s levelofachievementapre-establishedfinancialperformancemeasureandtheterms any namedexecutiveofficer;rather,theTeamshare bonusamountisdetermined solelybaseduponthe evaluation resultshavenotbeenusedtodeterminetheamountofTeamshare bonuspaymentfor approve aTeamshare bonuspaymentintheeventofa‘‘needsimprovement’’rating).Theperformance base salaryincreaseorTeamshare bonuspayment(althoughtheCommitteeretainsdiscretionto completed fiscalyearwouldgenerallyprecludeanamedexecutiveofficerfromreceivinganyannual performance ratingbelow‘‘good’’(i.e.,‘‘unsatisfactory’’or‘‘needsimprovement’’)forthelast annual basesalaryincreasesandTeamshare bonuspaymentsfornamed executiveofficers.Anoverall no objectivecriteriaorrelativeweightingisassignedtoanyindividualfactor. certain coreattributesonwhichallofouremployeesareevaluated.Theseevaluationssubjective; exhibiting certainenumeratedfactors,includingourfourpubliclydisclosedoperatingprioritiesand below. his employmenttransitionagreementasdiscussedunder‘‘CEOEmploymentTransition Agreement’’ Mr. Dreiling’s2014performanceevaluationwasinsteadsubsumedwithinthenegotiationssurrounding followed toevaluateeachnamedexecutiveofficer’s2014performanceotherthanMr.Dreiling. each namedexecutiveofficer(otherthanhimself)performedsatisfactorily.Asimilarprocesswas performance ofeachtheothernamedexecutiveofficersandreportedtoCommitteewhether reports asconsolidatedbyMr.Ravener, andotherfactors.Inaddition,Mr.Dreilingassessedthe performance ofMr.Dreiling,consideringDreiling’sinput,theanonymousinputhisdirect exercises soleauthoritytomakedecisionsregardingnamedexecutiveofficercompensation. Use ofPerformance Evaluations. Although theCommitteevaluesandsolicitssuchinputfrommanagement,itretains Use ofMarketBenchmarkingData. theCommitteebelievesanyotherreasonjustifiesavariationfrom overall budgeted • anadditionalorexceptionaleventoccurs,suchasinternalequityadjustment, a • themarketcomparatorgroupdataindicatethatanupwardadjustment wouldmore • theexecutive’sperformance evaluationrelativetootherexecutivessupportsahigheror • The performanceevaluationresultsalsomayimpacttheamountofanamedexecutiveofficer’s The Committeeusestheoverallperformanceevaluationresultsasaneligibilitythresholdfor These evaluationsareusedtodetermineeachsuchofficer’soverallsuccessinmeetingor increase. and/or promotion orachangeinresponsibilities,similar one-timeadjustmentisrequired; group; closely aligncompensationwithinareasonablerange of medianthemarketcomparator lower percentageincrease; For 2013,theCompensationCommitteeassessed The CompensationCommitteeutilizesamarket 26 Proxy In 2014, the Compensation Committee 27 Base salary promotes the recruiting and retention functions of our compensation Base salary promotes the recruiting Named Executive Officers Other than Mr. Dreiling. Named Executive Officers Other than Mr. AutoZoneOfficeMaxThe GapKohl’s LockerFoot Big Lots PetSmart Macy’s Safeway Starbucks Dollar Family Staples McDonald’s Stores Ross Brands Yum! L Brands J.C. Penney TJX Companies Dollar Tree Base Salary. (a) We provide compensation in the form of base salary, short-term cash incentives, long-term provide compensation in the form of base salary, We Our market comparator group for Mr. Vasos’ 2014 compensation decisions consisted of the 2014 compensation group for Mr. Vasos’ Our market comparator by Meridian below CEO, the Committee biennially reviews market data provided positions For Our market comparator group for 2014 compensation decisions other than for Mr. Vasos other than for Mr. decisions for 2014 compensation comparator group Our market annual base salary increase in 2014. The increase was effective as of April 1, 2014. annual base salary increase in 2014. The increase was effective as of April determined that the named executive officers’ performance assessments relative to other executives determined that the named executive officers’ performance assessments our entire U.S.-based employee supported a percentage increase equal to that which was budgeted for with the other compensation Evaluations’’). Such increase, along population (see ‘‘Use of Performance of the median of the market components, maintained total compensation within a reasonable range each of the named executive officers received the budgeted 2.45% comparator group. Accordingly, program by reflecting the salaries for comparable positions in the competitive marketplace, rewarding program by reflecting the salaries for stable and predictable income source for our executives. Because strong performance, and providing a or retain quality named executive officers in the absence of we likely would be unable to attract constitutes a significant portion of the total competitive base salary levels, this component agreements with the named executive officers set forth compensation package. Our employment sole discretion to increase these minimum base salary levels, but the Compensation Committee retains levels from time to time. equity incentives, benefits and limited perquisites. We believe each of these elements is a necessary believe each perquisites. We equity incentives, benefits and limited package and is consistent with compensation programs at component of the total compensation both for business and talent. companies with whom we compete aware of any significant movement in CEO compensation levels within the market comparator group. aware of any significant movement reviewed 2013 executive compensation decisions other than Mr. Dreiling, the Committee 2014 For had been aged by 3%. In the case of Mr. Dreiling’s 2014 market comparator group data that survey data from the market comparator group. compensation, Meridian provided current Compensation Elements of Named Executive Officer PetSmart, Ross Stores and Safeway) in our 2014 market comparator group that report data for a group that report data for Safeway) in our 2014 market comparator Stores and Ross PetSmart, comparable position. years where individual data is not provided by Meridian, the for each named executive officer. In the prior year’s data after applying an aging factor provided by Committee conducts its review against is provided by Meridian annually to ensure that the Committee is Meridian. Market data for the CEO nine companies (Big Lots, Dollar Tree, Family Dollar, Foot Locker, J.C. Penney, McDonald’s, Locker, Penney, J.C. Foot Dollar, Family Lots,nine companies (Big Dollar Tree, responsibility to ours. This market comparator group is periodically reviewed to ensure that it remains reviewed to group is periodically market comparator to ours. This responsibility relevant. group: market comparator as our 2013 of the same companies consisted Those companies are likely to have executive positions comparable in breadth, complexity and scope of and scope in breadth, complexity positions comparable to have executive are likely Those companies Proxy instituted aperformancecap of120%thetargetlevel. comparator group,theCommittee setthethresholdperformancelevelat90%of thetargetleveland our 2014annualfinancialplan objective.To morecloselyreflectthepracticesofourmarket 2014 Teamshare programwas$1.851billionwhich,consistent withpriorpractice,wasthesamelevelas further bonusmaybeearned)performancelevels.The targetadjustedEBITperformancelevelforthe measure, aswellthreshold(belowwhichnobonus maybeearned)andmaximum(abovewhichno exclude: as calculatedinaccordancewithU.S.generallyacceptedaccountingprinciples(‘‘GAAP’’), butshall purposes ofthe2014Teamshare program,adjustedEBITisdefinedastheCompany’soperatingprofit focus fortheshort-termincentiveprogramthanthatusedlong-termprogram.For a comprehensivemeasureoftheCompany’sperformanceandprovidesdifferentbutcomplementary financial performancemeasureforthe2014Teamshare program.TheCommitteebelievesthatEBITis shareholders. for performancephilosophywhilealigningtheinterestsofournamedexecutiveofficersand (see ‘‘UseofPerformance Evaluations’’).Accordingly, Teamshare fulfillsanimportantpartofourpay Teamshare programdependsuponhisreceivinganoverallindividualperformanceratingofsatisfactory in theAmendedandRestated AnnualIncentivePlan. or morepre-establishedfinancialperformancetargetsbasedonanyofthemeasureslisted payment equaltoacertainpercentageofbasesalarybaseduponDollarGeneral’sachievementone Teamshare programprovidesanopportunityforeachnamedexecutiveofficertoreceiveacashbonus established underourshareholder-approvedAmendedandRestated AnnualIncentivePlan.The median ofthemarketcomparatorgroup. Mr. Dreiling’s2014compensation,maintainedhistotalcompensationwithinareasonablerangeofthe awarded toeachoftheothernamedexecutiveofficerswhich,alongwithcomponents Committee determinedthatMr.Dreilingshouldreceivethesame2.45%basesalaryincreasewas data oftheapplicablemarketcomparatorgroup(see‘‘UseMarketBenchmarkingData’’).The entire U.S.-basedemployeepopulation(see‘‘UseofPerformance Evaluations’’),andthebenchmarking Committee tookintoaccountMr.Dreiling’sperformanceassessment,theamountbudgetedforour (b) The Committeeestablishedatargetperformancelevel fortheadjustedEBITperformance unlesstheCommitteedisallowsanysuchitem,(a)non-cashassetimpairments; (b)any • theimpactof(a)anycosts, feesandexpensesdirectlyrelatedtotheconsideration, • (a) As athresholdmatter,namedexecutiveofficer’seligibilitytoreceivebonusunderthe Short-Term CashIncentivePlan. extraordinary nature. (e) significanttaxsettlements;and(f)any unplanned itemsofanon-recurringor legislation oraccountingchangesenactedafterthebeginning ofthe2014fiscalyear; (c) chargesforbusinessrestructurings;(d)lossesdue tonewormodifiedtaxother (including acollectiveorclassactionlawsuitandsecurity holderlawsuit,amongothers); significant lossasaresultofanindividuallitigation,judgment orlawsuitsettlement gains orlossesassociatedwithourLIFOcomputation;and obligations; (d)chargesresultingfromsignificantnaturaldisasters;and(e)any other hedgingactivities;(c)anygainsorlossesassociatedwiththeearlyretirementofdebt security; (b)anygainorlossrecognizedasaresultofderivativeinstrumenttransactions 2007 StockIncentivePlan)oftheCompanyoranyofferingourcommonstockother that resultsinaChangeControl(withinthemeaningofourAmendedandRestated negotiation, preparation,orconsummationofanyassetsale,mergerothertransaction 2014 Teamshare Structure. Mr. Dreiling. In determiningMr.Dreiling’s2014basesalary,theCompensation The CompensationCommitteeselectedadjustedEBITasthe Our short-termcashincentiveplan,calledTeamshare, is 28 Proxy In March 2012 the Compensation 29 Long-term equity incentives motivate named executive The Compensation Committee confirmed the adjusted EBIT The Compensation Committee confirmed NameMr. DreilingMr. VasosMr. TehleMr. D’ArezzoMr. Sparks Percentage Payout Target 130% 80% 65% 65% 65% 2014 Teamshare Results. 2014 Teamshare 2012 Performance-Based Restricted Stock Award. Restricted 2012 Performance-Based Equity awards are made under our shareholder-approved Amended and Restated 2007 Stock shareholder-approved Amended and Restated Equity awards are made under our (a) (b) Equity Incentive Program. Long-Term Performance between 90% (threshold) and 100% of the financial performance target, as well as (threshold) and 100% of the financial between 90% Performance The bonus payable to each named executive officer upon satisfaction of the 2014 target of the 2014 officer upon satisfaction named executive payable to each The bonus do not currently anticipate that Mr. Dreiling will remain employed with us through the date necessary do not currently anticipate that Mr. Dreiling will remain employed with for vesting of the 2015 tranche. on the grant date based upon EPS forecasts contained in our long-term strategic plan. Half of the on the grant date based upon EPS forecasts contained in our long-term year as a result of performance-based restricted stock vested after the end of our 2014 fiscal vest after the end of our 2015 achievement of the EPS goal of $3.61, and the other half is eligible to 2015 tranche is subject to fiscal year if the EPS goal for that year is achieved. The vesting of the that the EPS goal has been continued employment with us through the date on which it is determined announced retirement, we achieved and certain accelerated vesting provisions. In light of Mr. Dreiling’s Incentive Plan and options are granted with a per share exercise price equal to the fair market value of Incentive Plan and options are granted the date of grant. one share of our common stock on grant of 326,037 performance-based restricted shares of our Committee awarded Mr. Dreiling a per share (‘‘EPS’’) common stock which could be earned upon the satisfaction of certain earnings established by the Committee performance targets for fiscal years 2014 and 2015. The EPS goals were officers to focus on long-term success for shareholders. These incentives help provide a balanced focus officers to focus on long-term success and are important to our compensation program’s recruiting on both short-term and long-term goals are designed to compensate named executive officers for a and retention objectives. Such incentives motivating sustained increases in our financial performance and long-term commitment to us, while shareholder value. individual bonus targets under the 2014 Teamshare program. Accordingly, a 2014 Teamshare payout was a 2014 Teamshare program. Accordingly, Teamshare individual bonus targets under the 2014 at the following percentages of base salary earned: Mr. Dreiling, made to each named executive officer and Sparks, 55.14%. Such amounts D’Arezzo 67.87%; and each of Messrs. Tehle, 110.29%; Mr. Vasos, Plan Compensation’’ column of the Summary Compensation are reflected in the ‘‘Non-Equity Incentive Table. between 100% and 120% (maximum) of the financial performance target, is interpolated on a performance target, is interpolated 120% (maximum) of the financial between 100% and a bonus payout of between 50% (at threshold), 100% (at target) straight-line basis on actual results for target payout percentage. and 300% (at maximum) of the individual’s (96.97% of target), which equates to a payout of 84.84% of performance result at $1.795 billion adjusted EBIT performance level is equal to the applicable target percentage, as set forth in the chart set forth in the percentage, as the applicable target level is equal to EBIT performance adjusted with are consistent such percentages executive officers, all named For the applicable salary. below, of (for whom the Vasos Dreiling and except for Messrs. the prior year and, at the end of those in effect median of the of the approximate reflect a blend such percentages was not blended), market value for the market comparator group. payout percentages Proxy EBITDA/ROIC-based performancecriteriaasoutlinedbelow: 50%) andROIC(weightedasestablishedbythe Committeeonthegrantdate,usingadjusted requirements aremet.Theperformancemeasures goalsrelatedtoadjustedEBITDA (weighted during theperformanceperiod(whichwasfiscalyear 2014)andifcertainadditionalvesting the namedexecutiveofficer’scontinuedemploymentwithusandcertainacceleratedvestingprovisions. incentive values. by applyingaformulaprovidedMeridian(BlackScholesforstockoptions)totheselectedlong-term number ofstockoptions,performanceshareunitsandrestrictedawardedweredetermined practice issimilartotheonedescribedunder‘‘Short-Term CashIncentivePlan’’above.Theactual officers (otherthantheCEOandCOOforwhommarketvaluewasnotblended).Thisblending to establishasinglelong-termincentivevalueonwhichawardsarebasedforallnamedexecutive of ourmarketcomparatorgroup.Thevaluefornamedexecutiveofficerpositionswasblended incentive awardswasbasedonareasonablerangeofthemedianlong-termequitytargetvalues design isappropriatetoachieveboththeincentiveandretentiongoalsofawards. with theequitymixamongourmarketcomparatorgroup.Additionally, theCommitteebelievesthis share unitsand25%inrestrictedstockunits,whichtheCommitteehaspreviouslydeterminedtoalign performance shareunits.Themixoftheequityvalueisdelivered50%inoptions,25% officers receivesanannualawardoftime-basedstockoptions,restrictedunitsand the 2014fiscalyear). losses duetochangesintaxorotherlegislationaccountingenactedafterthebeginningof Teamshare programadjustedEBITcalculation,whichexcludes,unlesstheCommitteedisallows, the 2012fiscalyearandnotcontemplatedinour2012-2016financialplan(asopposedto2014 resulting fromchangesintaxorotherlegislationaccountingenactedafterthebeginningof income excludes(unlesstheCommitteedisallowssuchexclusion)anymaterialanddemonstrableimpact and anylitigationorsettlementofrelatedthereto.Additionally, thecalculationofnet relating tothefilingandmaintenanceofamarketmakerregistrationstatementoranyrefinancings) affiliates ofKohlbergKravisRoberts &Co.(includingwithoutlimitationanycosts,feesandexpenses approval andconsummationoftheproposedacquisitionrelatedfinancingCompanyby disclosure andsimilarcosts,feesexpensesdirectlyrelatedtotheconsideration,negotiation, share-based compensationchargesandallconsulting,accounting,legal,valuation,banking,filing, items excludedfromthe2014Teamshare programadjustedEBITcalculationoutlinedabove,aswell outstanding duringtheapplicablefiscalyear.Thenetincomecalculationexcludesimpactofall exclude theitemsidentifiedbelow,by(y)weightedaveragenumberofsharesourcommonstock with GAAP applicabletotheCompanyatrelevanttime),withsuchnetincomecalculation means thequotientof(x)netincomeearnedinapplicablefiscalyear(ascalculatedaccordance For purposesofcalculatingtheachievementEPStargetsforeach2014and2015, The performanceshareunitscanbeearnedifcertainmeasuresareachieved The optionswillvest25%oneachofthefirstfouranniversariesgrantdate,subjectto Consistent withourcompensationphilosophyandobjectives,thevalueoflong-term (b) 2014 EquityAwards. .Tre % % .Tre % % Earned(%) (%) v. Target (%) (%) v. Target (%) BTASae OCSae Total Shares ROIC Shares EBITDA Adjusted EBITDA eutEre eutEre Shares Earned Result Earned Result 9 9.600 0 <94.86 0 <90 2 5 1.910300 100 150 50 110.29 100.00 150 50 120 100 hrsEre ROICSharesEarned Shares Earned 02 48 550 25 94.86 25 90 Under ourlong-termequitystructure,eachofthenamedexecutive 30 Proxy We have adopted share ownership have adopted We 31 Share Ownership Guidelines and Holding Requirements. The restricted stock units are payable in shares of our common stock and vest in equal The restricted stock units are payable in shares of our common stock and (d) The actual number of performance share units earned for 2014 for each of the named The actual number of performance target is computed as income (loss) from continuing performance The adjusted EBITDA The Committee believes that this weighting puts the appropriate emphasis on maintaining puts the appropriate this weighting believes that The Committee achieved within 5 years of the later of April 1, 2013 or the April 1 next following such person’s hire or achieved within 5 years of the later of April 1, 2013 or the April 1 next promotion date. installments over 3 years from the grant date, subject to continued employment with us and certain installments over 3 years from the grant date, subject to continued employment accelerated vesting conditions. in our Corporate guidelines and holding requirements for senior officers, which are included set forth below, of the officer’s Governance Guidelines. The share ownership guideline is a multiple, as hire or promotion date) to be annual base salary as in effect on April 1, 2013 (or, if later, the officer’s (ii) accumulated depreciation and amortization, minus (y) (i) cash, minus (ii) goodwill, minus (ii) accumulated depreciation and amortization, payables, minus (v) accrued liabilities, plus (vi) 8x minimum (iii) accounts payable, minus (iv) other as determined per our financial statements) but excludes the rentals (with all of the foregoing terms program adjusted EBIT calculation outlined 2014 Teamshare impact of all items excluded from the above. operations before cumulative effect of change in accounting principles plus interest and other financing operations before cumulative effect and depreciations and amortization, but excludes the impact of costs, net, provision for income taxes, as well program adjusted EBIT calculation outlined above, all items excluded from the 2014 Teamshare The ROIC performance target is calculated as (a) the result of as share-based compensation charges. plus (ii) depreciation and amortization, plus (iii) minimum (x) the sum of (i) our operating income, (b) the result of (x) the sum of the averages of: (i) total assets, plus rentals, minus (y) taxes, divided by named executive officers. One-third of the performance share units earned based on 2014 financial named executive officers. One-third of the one-year performance period, and the remaining two-thirds performance vested on the last day equally on the second and third anniversaries of the grant date, of the performance share units vest continued employment with us and certain accelerated vesting subject to the named executive officer’s units will be settled in shares of our common stock. provisions. All vested performance share $2.175 billion (96.84% of adjusted EBITDA target) and 19.50% (100.31% of ROIC target), and 19.50% (100.31% of ROIC target) of adjusted EBITDA $2.175 billion (96.84% share units was earned as a of the target number of performance 95.10% respectively. Accordingly, and ROIC performance levels, target adjusted EBITDA result of 2014 performance. The 2014 the same levels as our 2014 annual financial plan objectives. consistent with prior practice, were and 4,957 for each of the other Dreiling, 6,759 for Mr. Vasos executive officers was 28,838 for Mr. under our 2014 Teamshare program discussed above between 50% of threshold performance and 300% between 50% of threshold performance program discussed above under our 2014 Teamshare and desire to align the payout This change reflects the Committee’s for maximum performance. programs. The number of performance of the short-term and long-term incentive performance scale of the target number based on actual could vary between 0% and 300% share units earned Teamshare graduated scale as that of our to target performance on a similar performance compared and ROIC were for 2014 adjusted EBITDA above. The target performance levels program discussed were and adjusted ROIC results 2014 adjusted EBITDA 19.44%, respectively. Actual $2.246 billion and ROIC at an acceptable level to help ensure that invested capital is providing an appropriate return is providing an that invested capital to help ensure an acceptable level ROIC at performance share criteria for levels of performance and maximum In 2014, the threshold over time. and and 97.51% for adjusted EBITDA, respectively, and 110% of target, revised from 95% units were for adjusted of target, respectively, 90% and 120% for ROIC, to of target, respectively, 104.98% ROIC, with performance in between 110.29% of target, respectively, for and 94.86% and EBITDA, payouts scale used to determine incentive cash on the same graduated such levels to be determined Proxy compensation receivedfromus. ability tofocusontheirresponsibilitiesus,andmaximizes theexecutive’snetfinancialrewardof reduces theamountoftimeandattentionthatexecutives mustspendonthesematters,furtheringtheir an annualamountofupto$20,000perperson.TheCommittee believesthefinancialservicesprogram named executiveofficers,includingfinancialplanning, estateplanningandtaxpreparationservices,in him. was reimbursedfor9returntripstohisoriginationlocation untilhisfamilywasabletorelocatewith applicable toofficer-levelemployees.PursuantCompensation Committeeapproval,Mr.D’Arezzo disability plan,whichprovides60%ofbasesalaryuptoamaximum$400,000. disability. We alsopaythe premiumsforeachnamedexecutiveofficerunderagrouplong-term which providesincomereplacementofupto70%monthlybasesalaryinthecaseashort-term 2.5 timeshisbasesalaryuptoamaximumof$3million. Plan’’). Supplemental ExecutiveRetirement Plan(the‘‘SERP,’’ andtogetherwiththeCDP, the‘‘CDP/SERP andMessrs. DreilingandTehlePlan (the‘‘CDP’’), furtherparticipateinthedefinedcontribution relocation-related items. industry. We donotprovide taxgross-uppaymentsonanybenefitsandperquisitesotherthan perquisites providedtoexecutiveswithsimilarpositionsinourmarketcomparatorgroupand additional formsofcompensationthatwebelievetobeconsistentandcompetitivewithbenefits due toregulatorylimits.We alsoprovidenamedexecutiveofficerswithbenefitsandperquisitesas benefits andperquisitesforretentionrecruitingpurposestoreplacebenefitopportunitieslost contributions underour401(k)Plan),weprovidenamedexecutiveofficerswithcertainadditional same termsthatareofferedtoallofoursalariedemployees(suchashealthbenefitsandmatching General compensationplan)orotherderivativeinstrumentsrelatedtoDollarstock. forward contracts,equityswaps,collars,puts,calls,options(otherthanthosegrantedunderaDollar General stock.Examplesofhedgingownershipincludeenteringintoortradingprepaidvariable holding DollarGeneralsecuritiesinamarginaccount,andfromhedgingtheirownershipof Board membersandexecutiveofficersfrompledgingDollarGeneralsecuritiesascollateral, established bytheCompensationCommittee. Dollar Generaluntilheorshereachesthetarget.Administrative detailspertainingtothesemattersare We providethroughathirdpartypersonalfinancialandadvisoryservicebenefittothe We alsoprovidearelocationassistanceprogramtonamedexecutiveofficersunderpolicy We payadministrativefeesforeachnamedexecutiveofficershort-termdisabilitycoverage, We paythepremiumsforeachnamedexecutiveofficer’slifeinsurancebenefitequalto The namedexecutiveofficershavetheopportunitytoparticipateinCompensationDeferral Benefits andPerquisites. (e) Each seniorofficerisrequiredtoretainownershipof50%allnetafter-taxsharesgrantedby Policy AgainstHedgingandPledgingTransactions. fie ee MultipleofBaseSalary Officer Level V 3X 4X 5X EVP COO CEO V 2X SVP Along withcertainbenefitsofferedtonamedexecutiveofficersonthe 32 Our InsiderTrading Policy prohibits Proxy 33 As previously disclosed, Mr. Dreiling intends to retire As previously disclosed, facilitate secure and efficient travel by Mr. Dreiling and his spouse). travel by Mr. Dreiling secure and efficient facilitate himself of this right). (to date, Mr. Dreiling has not availed clubs selected by him agreement. regarding his amended employment any legal consultation specified by the Compensation Committee (100 hours were authorized in 2014 in order to in 2014 in hours were authorized Committee (100 by the Compensation specified Pursuant to the employment transition agreement, Mr. Dreiling’s annual salary was increased Pursuant to the employment transition The employment transition agreement provides that Mr. Dreiling will continue to serve as the The employment transition agreement • in professional fees and costs related to his membership of monthly membership Payment • insurance policies. personal long-term disability of the premiums on certain Payment • him in connection with fees, up to $15,000, incurred by of reasonable legal Reimbursement Agreement. Transition CEO Employment Mr. Dreiling was entitled to certain additional perquisites as a result of the terms of his result of the terms perquisites as a certain additional was entitled to Mr. Dreiling • of hours or a greater number 80 hours per year aircraft for use of our corporate Personal The employment transition agreement provides for certain payments to Mr. Dreiling in the event of his The employment transition agreement provides for certain payments to for good reason or in the termination of employment by the Company without cause or by Mr. Dreiling as defined in the event of death or disability, with each of ‘‘cause,’’ ‘‘good reason’’ and ‘‘disability’’ employment transition agreement. employment transition agreement, payment of the premiums on his portable long-term disability employment transition agreement, payment of the premiums on his portable airplane for his and his Date, and personal use of the Company’s insurance through the Retirement and Livermore, California, while he continues to serve as spouse’s travel between Nashville, Tennessee, of time beginning with the Chief Executive Officer, not to exceed 100 hours total during the period through the Successor CEO effective date of the employment transition agreement and continuing than 16 hours per month. Date, whichever occurs first, but in no event more Date or the Retirement for our entire U.S.-based employee population; he is eligible to participate in the 2015 Teamshare for our entire U.S.-based employee and maximum levels as the prior year; in lieu of receiving an program at the same threshold, target the long-term incentive program he instead was awarded 57,670 annual equity award in 2015 under he will retain coverage through the Retirement RSU Award’’); restricted stock units (the ‘‘Transition and is entitled to all welfare, fringe and other benefits and Date under all employee benefit plans he is entitled to limited perquisites that are available to all other executives of the Company; and expenses for review of the additional perquisites including reimbursement for up to $15,000 of legal Directors, but will resign from the Board upon request of the Board on or at any time following the Directors, but will resign from the Board Dreiling will serve as Chairman of the Board through the CEO CEO Successor Date. In addition, Mr. Date. through the Retirement Successor Date or, if asked by the Board, to reflect the same 2.95% base salary increase that was budgeted to $1,368,242 effective April 1, 2015 provisions, for two years following the service termination date. provisions, for two years following the of Date or, if earlier, until the appointment through the Retirement Company’s Chief Executive Officer In the event the Successor CEO Date precedes the a successor (the ‘‘Successor CEO Date’’). the Successor CEO to the Company from Date, Mr. Dreiling will serve as Senior Advisor Retirement Dreiling will continue to serve as a member of the Board of Date. Mr. Date through the Retirement on January 29, 2016 (the ‘‘Retirement Date’’). In light of the announced retirement plans, the light of the announced retirement Date’’). In (the ‘‘Retirement on January 29, 2016 and for 2014 to be satisfactory deemed Mr. Dreiling’s performance Compensation Committee as part of our negotiated employment transition agreement with determined his 2015 compensation superseded his employment agreement. The terms of the him, effective March 10, 2015, which negotiated in order to secure Mr. Dreiling’s services through employment transition agreement were transition Date and ensure a smooth transition to his successor. The employment the Retirement provisions, including non-competition and non-solicitation agreement contains business protection employment agreement with us, including: agreement with employment Proxy nonqualified deferredcompensation arrangements. of complyingwithSection 409A oftheInternalRevenue Code,whichrelatestothetaxationof Teamshare program,ifany,willbedeductible. so thatcompensationexpenserealizedinconnection with short-termincentivepaymentsunderour Amended andRestated AnnualIncentivePlancurrently satisfies therequirementsofSection162(m), exceed the$1millionlimitwillnotbedeductiblebyDollar General.However,webelievethatour executive officerscoveredbySection162(m)thatcauses non-performance-basedcompensationto awards toexecutiveofficerscoveredbySection162(m) willnotbedeductiblebyDollarGeneral. under Section162(m),sothatcompensationexpense realized inconnectionwiththosetime-vested units grantedtoexecutiveofficersthatsolelyvestover timearenot‘‘performance-basedcompensation’’ and restrictedstockunitawards,ifany,canbedeductible. However,restrictedstockor options andstockappreciationrights,ifany,inconnectionwithperformance-basedrestricted requirements ofSection162(m),sothatcompensationexpenserealizedinconnectionwithstock flexibility mayresultincertainnon-deductiblecompensationexpenses. restrict theCommitteefromexercisingdiscretiontoapprovecompensationpackageseventhoughthat the implementationofcompensationpoliciesthatareaffectedbySection162(m),ourwillnot deduction limit. than ourCFO).Section162(m)specificallyexemptscertainperformance-basedcompensationfromthe the endoffiscalyear,DollarGeneral’sCEOoroneothernamedexecutiveofficers(other individual compensationover$1millionpaidinanytaxableyeartoeachofthepersonswhowere,at Considerations AssociatedwithRegulatory Requirements related tolong-termequityincentivesunderourAmendedandRestated 2007StockIncentivePlan. not triggeranyseveranceprovisionapplicabletoournamedexecutiveofficers,exceptfortheprovisions non-interference thatwerequireinouremploymentagreements.Achangecontrol,byitself,does control andasconsiderationforthepromisesofnon-disclosure,non-competition,non-solicitation appropriate toprotectthenamedexecutiveofficeragainstcircumstancesoverwhichhedoesnothave executive’s rightsuponaterminationofemployment.We believethatreasonableseverancebenefitsare and anemploymenttransitionagreementwithMr.Dreilingthat,amongotherthings,providesforsuch Severance Arrangements forth intheemploymenttransitionagreement. the awardagreement,includingbutnotlimitedtobreachofbusinessprotectionprovisionsset reduction, cancellation,forfeitureorrecoupment,inwholepart,uponvariouseventsspecified RSU Award willbepayableinanequalnumberofsharesCompanycommonstock,subjectto reason,’’ ‘‘disability’’and‘‘changeincontrol’’areasdefinedtheawardagreement.TheTransition event ofdeathordisabilityachangeincontrolpriortopaymentdate.Each‘‘cause,’’‘‘good award oneachofthefirsttwoanniversariesgrantdate,subjecttoacceleratedpaymentin control. Oncevested,theTransition RSUAward isscheduled tobepaidasfiftypercentofthe without causeorbyMr.Dreilingforgoodreasonintheeventofdeathdisabilityachange Date, subjecttoacceleratedvestingintheeventofhisterminationemploymentbyCompany to vestinfullasofMr.Dreiling’svoluntaryterminationemploymentonoraftertheRetirement terms oftheapplicableawardagreements.TheTransition RSUAward isatime-basedawardscheduled Mr. Dreiling’soutstandingequityawardswillcontinuetovest,ifatall,inaccordancewiththe The Committeeadministers ourexecutivecompensationprogramwiththegood faithintention In addition,anysalary,signingbonusesorotherannual compensationpaidorimputedtothe We believethatourAmendedandRestated 2007StockIncentivePlancurrentlysatisfiesthe If ourCompensationCommitteedeterminesthatshareholders’interestsarebestservedby Section 162(m)generallydisallowsataxdeductiontoanypubliclyheldcorporationfor As notedabove,wehaveanemploymentagreementwitheachofournamedexecutiveofficers 34 Proxy 35 Compensation Committee Report Compensation This report has been furnished by the members of the Compensation Committee: furnished by the members of the This report has been • Bryant, Chairman F. Warren • D. Fili-Krushel Patricia • C. Rhodes, III William material and should not does not constitute soliciting Committee Report The above Compensation The Compensation Committee of our Board of Directors reviewed and discussed with and discussed of Directors reviewed of our Board Committee The Compensation 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates the extent Dollar General specifically Exchange Act of 1934, except to 1933 or the Securities therein. this report by reference be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of Dollar General filing under the Securities incorporated by reference into any other be deemed filed or management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of Regulation by Item 402(b) Analysis required Discussion and the Compensation management to the Board Committee recommended Compensation and discussions, the on such review and, based this document. be included in and Analysis Discussion that the Compensation Proxy rgr .Sak,21 3,7 0,9 7,2 5,2 56,960 351,922 274,737 479,529 67,422 602,090 367,213 635,676 521,486 479,529 2014 136,438 602,090 653,913 821,048 663,297 402,558 Store Operations 2014 765,342 President, Executive Vice 2014 479,529 Gregory A.Sparks, 602,090 Chief MerchandisingOfficer President& Executive Vice 727,140 David W. D’Arezzo, 2014 Chief OperatingOfficer Todd J.Vasos, Chief Financial Officer President& Executive Vice David M.Tehle, Chief ExecutiveOfficer Chairman & Name and Principal PositionName andPrincipal ihr .Deln,21 ,2,8 ,0,0 ,9,1 ,6,4 681,392 1,465,747 2,790,016 3,503,208 1,323,789 2014 Richard W. Dreiling, 3 Theamountsreported representtherespectiveaggregategrantdatefairvalueofperformanceshareunits (3) EachnamedexecutiveofficerdeferredundertheCDPaportionofhissalary earnedineachofthefiscal (2) Mr.Vasos waspromotedtoChiefOperatingOfficerinNovember2013.Mr.D’ArezzojoinedDollarGeneral (1) they areinapplicable. for BonusandChangeinPension Value andNonqualified DeferredCompensationEarningsbecause officers ineachofthe2014,2013and2012fiscalyears.We haveomittedfromthistablethecolumns who deferredaportionofhissalaryearnedinfiscalyears2014and2013butnotyear2012.Exceptfor years forwhichsalariesarereportedabovetheapplicablenamedexecutiveofficer,exceptMr.Sparks July 1,2015,respectively. in March2012.Messrs.DreilingandTehle haveannouncedtheirintentiontoretireonJanuary29,2016and in November2013butwasnotanamedexecutiveofficerforor2012.Mr.SparksjoinedDollarGeneral and $590,965fortheperformance shareunitsgrantedtoeachofMessrs.Tehle, Vasos, and Sparksinfiscal performance shareunitsgrantedtoeachofMessrs.Tehle, D’ArezzoandSparksinfiscal2014,$623,987 stock, $1,234,699fortheperformanceshareunitsgrantedto Mr.Vasos infiscal2014,$905,481forthe 2014, fiscal2013and2012,respectively,$14,753,174for Mr.Dreiling’sperformance-basedrestricted follows: $5,268,189,$3,431,879,and$3,602,534forMr.Dreiling’s performanceshareunitsgrantedinfiscal the awardsatgrantdateassumingthathighestlevel ofperformanceconditionswillbeachievedareas value atthegrantdateisbaseduponprobableoutcome ofsuchconditionsondate.Thevalues units andtheperformance-basedrestrictedstockaresubject toperformanceconditions,andthereported 2014 andfiscal2013,ineachcasecomputedaccordance with FASB ASC Topic 718.Theperformanceshare aggregate grantdatefairvalueoftherestrictedstockunits awarded toeachnamedexecutiveofficerinfiscal grant datefairvalueoftheperformance-basedrestrictedstock awardedtoMr.Dreilinginfiscal2012andthe awarded totheapplicablenamedexecutiveofficerinfiscal 2014, fiscal2013and2012,theaggregate Compensation Table. amounts ofthefiscal2014salarydeferralsunderCDPareincludedinNonqualifiedDeferred each ofthefiscalyearsforwhichsalariesarereportedaboveapplicablenamedexecutiveofficer.The Mr. D’Arezzo,eachnamedexecutiveofficercontributedtoour401(k)Planaportionofhissalaryearnedin The followingtablesummarizescompensationpaidtoorearnedbyournamedexecutive (1) 03601865543442—30281,920,432 1,730,310 300,228 65,404 — 338,643 1,820,433 1,955,395 507,162 72,464 374,452 295,483 76,435 625,574 1,882,037 523,618 2,107,905 620,178 — 2012 172,598 421,698 2013 191,915 507,162 — 7,647,175 422,846 295,483 436,209 625,574 654,617 855,567 23,160,260 507,162 699,549 2012 374,452 295,483 686,688 2013 625,574 — 677,136 709,413 2012 1,591,956 2013 3,091,549 16,554,441 2,059,459 1,235,626 3,440,634 2012 1,291,515 2013 er($) Year Summary CompensationTable aayAad wrsCmesto opnainTotal Compensation Compensation Awards Awards Salary (2) tc pinPa AllOther Plan Option Stock ($) 36 (3) ($) (4) Non-Equity Incentive ($) (5) $ ($) ($) (10) (9) (8) (7) (6) 2,126,177 2,386,866 2,829,211 2,347,755 9,764,152 Proxy 37 employees. See footnote 6 above for the methodology used to calculate aggregate incremental cost related to employees. See footnote 6 above for the methodology used to calculate aggregate personal airplane usage. life insurance program; $15,096 for tax gross-ups related to relocation; $651 for premiums paid under our perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, perquisites which individually did not equal or exceed the greater of $25,000 or the executive on including sporting and other entertainment events, travel costs for spouse to accompany and an administrative fee business, miscellaneous gifts, minimal costs associated with personal airplane usage a group umbrella liability for coverage under our short-term disability program, as well as participation in third party vendor at a group insurance program offered at no incremental cost to Dollar General through a for which Dollar rate paid by the executive and coverage under our business travel accident insurance in addition to other General incurs no incremental cost for participation by the named executive officers through a third party vendor at a group rate paid by the executive and coverage under our business travel through a third party vendor at a group incurs no incremental cost for participation by the named accident insurance for which Dollar General executive officers in addition to other employees. paid under our group $1,079 for premiums paid under our life insurance program; $720 for premiums cost of providing long-term disability program; and $27,232 which represents the aggregate incremental and other amounts for certain perquisites, including $19,472 for financial and estate planning services contributions to the CDP and the 401(k) Plan; $1,025 for premiums paid under our life insurance program; contributions to the CDP and the 401(k) long-term disability program; and $29,251 which represents the $720 for premiums paid under our group certain perquisites, including $19,472 for financial and estate planning aggregate incremental cost of providing which individually did not equal or exceed the greater of $25,000 services and other amounts for perquisites directed donation to charity, sporting and other entertainment events, or 10% of total perquisites, including a fee for coverage under our short-term disability program, as well as miscellaneous gifts and an administrative insurance program offered at no incremental cost to Dollar General participation in a group umbrella liability participation by the named executive officers in addition to other employees. The aggregate incremental cost participation by the named executive officers calculated using costs we would not have incurred but for the related to the personal airplane usage was as a result of ‘‘deadhead’’ legs of personal flights), including fuel personal usage (including costs incurred expenses, landing, parking and other associated fees, supplies and costs, variable maintenance costs, crew catering costs. our group long-term disability program; and $479,514 which represents the aggregate incremental cost of represents the aggregate incremental disability program; and $479,514 which our group long-term $19,472 for with personal airplane usage, including $451,816 for costs associated providing certain perquisites, and other amounts for perquisites which financial and estate planning services, costs associated with greater of $25,000 or 10% of total perquisites, including sporting and individually did not equal or exceed the gifts and an administrative fee for coverage under our short-term other entertainment events, miscellaneous in a group umbrella liability insurance program which is offered at disability program, as well as participation a third party vendor at a group rate paid by the executive and no incremental cost to Dollar General through insurance for which Dollar General incurs no incremental cost for coverage under our business travel accident discussion of the ‘‘Short-Term Cash Incentive Plan’’ in ‘‘Compensation Discussion and Analysis’’ above. Except Cash Incentive Plan’’ in ‘‘Compensation discussion of the ‘‘Short-Term executive no named 2012 bonus payment under our CDP, who deferred 10% of his fiscal for Mr. Vasos, reported above under the CDP. bonus payments portion of his Teamshare officer deferred any long-term paid under a personal portable CDP and the 401(k) Plan; $7,775 for premiums contributions to the under program; $720 for premiums paid for premiums paid under our life insurance disability policy; $1,692 awards is set forth in Note 10 of the annual consolidated financial statements in our 2014 Form 10-K. Form in our 2014 financial statements of the annual consolidated set forth in Note 10 awards is ASC with FASB in accordance year indicated, computed officer in the fiscal named executive the applicable Note 10 of is set forth in of these awards made in the valuation regarding assumptions 718. Information Topic 10-K. financial statements in our 2014 Form the annual consolidated 2013 and fiscal 2012, respectively. Information regarding the assumptions made in the valuation of these made in the valuation the assumptions Information regarding 2012, respectively. 2013 and fiscal (9) Includes $30,390 and $2,636, respectively, for our match contributions to the CDP and the 401(k) Plan; (8) Includes $25,190 and $13,201, respectively, for our match contributions to the CDP and the 401(k) Plan; (7) contribution to the SERP and $23,284 and $13,218, respectively, for our match Includes $68,940 for our (6) for our match the SERP and $53,057 and $13,126, respectively, $125,508 for our contribution to Includes (4) awarded to of stock options grant date fair value respective aggregate reported represent the The amounts (5) See the program for each fiscal year reported. bonus pursuant to our Teamshare amounts earned Represents Proxy 1)Includes$18,720and$13,060,respectively,forourmatchcontributionstotheCDP401(k)Plan;$897 (10) for premiumspaidunderourlifeinsuranceprogram;$720grouplong-term broker’s commission,documentpreparationfees,recordingfeesandlegalfees). with thesaleofhisformerhome(suchasappraisals,inspections,pre-titleexpenses,titleanddeedcosts, reimbursement forthecostsoftripstoandfromhisformerhomesaleincurredinconnection incremental costrelatedtorelocationincludedcostsoftransportinghisautomobile,homefindingexpenses, cost forparticipationbythenamedexecutiveofficersinadditiontootheremployees.Theaggregate and coverageunderourbusinesstravelaccidentinsuranceforwhichDollarGeneralincursnoincremental at noincrementalcosttoDollarGeneralthroughathirdpartyvendorgroupratepaidbytheexecutive short-term disabilityprogram,aswellparticipationinagroupumbrellaliabilityinsuranceprogramoffered accompany theexecutiveonbusiness,miscellaneousgiftsandanadministrativefeeforcoverageunderour or 10%oftotalperquisites,includingsportingandotherentertainmentevents,travelcostsforspouseto relocation andotheramountsforperquisiteswhichindividuallydidnotequalorexceedthegreaterof$25,000 aggregate incrementalcostofprovidingcertainperquisites,including$217,875forcostsassociatedwith $720 forpremiumspaidunderourgrouplong-termdisabilityprogram;and$225,244whichrepresentsthe other employees. Dollar Generalincursnoincrementalcostforparticipationbythenamedexecutiveofficersinadditionto short-term disabilityprogram,aswellcoverageunderourbusinesstravelaccidentinsuranceforwhich sporting andotherentertainmentevents,miscellaneousgiftsanadministrativefeeforcoverageunderour which individuallydidnotequalorexceedthegreaterof$25,00010%totalperquisites,including perquisites, including$19,472forfinancialandestateplanningservices,otheramountsperquisites disability program;and$23,563whichrepresentstheaggregateincrementalcostofprovidingcertain 38 Proxy ity (2) f ($) (1) Stock Option Grant Awards: Awards: Exercise Date Fair Number Number of or Base of Value of Stock Underlying Option Option of Shares Securities Price of Stock and All Other All Other 39 Grants of Plan-Based Awards in Fiscal 2014 Fiscal in Plan-Based Awards Grants of Estimated Possible Payouts Under Payouts Estimated Possible Under Payouts Estimated Possible Non-Equity Incentive Plan Awards Equity Incentive Plan Awards Grant Threshold Target Maximum Threshold Target Maximum or Units Options Awards Awards 3/18/143/18/14 — — — — — — — 2,606 5,212 — 15,636 — — 5,185 — — — — 301,827 300,263 3/18/143/18/143/18/14 — —3/18/14 —3/18/143/18/14 — — — — —3/18/14 —3/18/14 —3/18/14 — — — — — — —3/18/14 — — — 2,606 — — — — — — — 5,212 — — — — 3,554 15,636 — — — — — — 7,107 — — — — — 2,606 21,321 — — 5,185 — — 5,212 — 27,812 — — — — — 57.91 15,636 — 7,071 — — 479,529 — — — 37,926 — 301,827 — — 300,263 57.91 — 5,185 — — 653,913 — 27,812 — 411,566 — 57.91 409,482 — — 479,529 — 27,812 301,827 57.91 300,263 479,529 3/18/143/18/143/18/14 — — — — — — — — — — 15,162 — 30,324 — — 90,972 — — — 30,170 — — 161,817 — 57.91 — 2,790,016 1,756,063 — 1,747,145 The table below also includes information regarding equity awards made to our named includes information regarding equity The table below also The table below sets forth each named executive officer’s annual Teamshare bonus opportunity Teamshare officer’s annual each named executive below sets forth The table awards that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such awards that are subject to performance conditions, the value at the grant date is based upon the regarding the assumptions made in the valuation of these awards, see Note 10 of the annual information conditions. For 10-K. consolidated financial statements included in our 2014 Form grant as reported by the NYSE. Name Date ($) ($) ($) (#) (#) (#) (#) (#) ($/Sh) Mr. Sparks — 207,413(1) based on the closing market price of one share of our common stock on the date o The per share exercise price was calculated 414,827 1,244,480 — — — — — — — Mr. Vasos —Mr. D’Arezzo 307,350 — 614,700 216,426 1,844,100 432,851 — 1,298,554 — — — — — — — — — — — — — Mr. Dreiling — 863,873Mr. Tehle 1,727,746 5,183,237 — 237,257 — 474,514 1,423,543 — — — — — — — — — — — — — these awards. represent restricted stock units payable in shares of common stock on a one-for-one basis that vest over stock on a one-for-one basis stock units payable in shares of common represent restricted The awards employment by Dollar General. named executive officer’s continued time based upon the options that vest over time based include non-qualified stock Other Option Awards’’ listed under ‘‘All continued employment by Dollar General. The awards listed in this upon the named executive officer’s 2007 Stock Incentive Plan. See ‘‘Long-Term Amended and Restated table were granted pursuant to our and Analysis’’ above for further discussion of in ‘‘Compensation Discussion Equity Incentive Program’’ the fiscal 2014 Teamshare program. the fiscal 2014 Teamshare Under Equity Payouts ‘‘Estimated Possible for fiscal 2014. The awards listed under executive officers number of performance share units threshold, target and maximum include the Incentive Plan Awards’’ of based upon the level of achievement by each named executive officer which could be earned Awards’’ Other Stock listed under ‘‘All measures for fiscal 2014. The awards financial performance for fiscal 2014 under ‘‘Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.’’ The Awards.’’ Incentive Plan Under Non-Equity Payouts Possible 2014 under ‘‘Estimated for fiscal program Teamshare under the fiscal 2014 executive officer by each named amount earned actual bonus on a prorated payment above and represents Compensation Table in the Summary is set forth levels. See threshold and target performance financial performance between the graduated scale for for discussion of Discussion and Analysis’’ above Cash Incentive Plan’’ in ‘‘Compensation ‘‘Short-Term (2) equ 718. For Topic ASC grant date fair value of each equity award, computed in accordance with FASB the aggregate Represents Proxy 2 Theseoptionsvested onApril23,2011. (2) r prs18,720 2,729 Mr. Sparks Mr. D’Arezzo 18,720 Mr. Vasos 18,720 Mr. Tehle 1 Theseoptionsarepart ofagranttime-basedoptionswhichvested20%peryearon eachofthefirstfiveanniversaries (1) 11,653 Mr. Dreiling Unearned Optionsbecauseitisinapplicable. this tablethecolumnforEquityIncentivePlanAwards: NumberofSecuritiesUnderlyingUnexercised were retroactivelyadjustedtoreflectthereversesplitandarereflectedbelow.We haveomittedfrom number ofsharesoutstandingunder,ourequityawardsexistingatthetimereversestocksplit reverse splitof1shareforeach1.75sharescommonstockoutstanding.Theexercisepricesof,and dividend onsuchoptions,asrequiredbythetermsofoptions.InOctober2009,wecompleteda with aspecialdividendpaidtoourshareholdersinSeptember2009reflecttheeffectsofsuch 2014. The$7.9975exercisepricesetforthinthetablebelowreflectsanadjustmentmadeconnection Restated 2007StockIncentivePlanandheldbyournamedexecutiveofficersasoftheendfiscal aeEecsbeUeecsbe()Dt # $ # ($) (#) ($) (#) Date ($) Unexercisable Exercisable Name 2007. The tablebelowsetsforthinformationregardingawardsgrantedunderourAmendedand euiisUdryn euiisUdryn pinSokTa tc htRgt htRightsThat RightsThat StockThat StockThat Option SecuritiesUnderlying Securities Underlying nxrie pin nxrie pin xrieOto aeNtHv o aeNtHaveNot HaveNot HaveNot HaveNot Option Exercise UnexercisedOptions Unexercised Options ubro ubro nt fUiso rOhrorOther orOther Unitsof Unitsof Numberof Number of 114,114 100,000 37,801 # # rc xiainVse etdVse Vested Vested Vested Vested Expiration Price (#) (#) 6,873 6,873 6,873 720 5,185 4,344 3,304 — 1,708 — 2,147 — — — — — 5,185 — 3,304 — — — — — 7,071 — 4,344 — 4,506 — — — 1,708 — — — 2,147 — — 27,812 — — — — — — — — — 5,185 — — 4,344 — 27,812 — 3,304 — — — 1,708 — — 326,037 2,147 — — — — — — — — — — — — — 30,170 37,926 — 23,898 — — — 19,224 9,392 — — — — — — 13,092 — — — — — — — — — — — — — — 27,812 — — — — — — — — — — — — — — 161,817 — — — — — — — (12) (12) (4) (3) (4) (3) (4) (3) (2) (1) (4) (3) Outstanding EquityAwards at2014Fiscal Year-End pinAad StockAwards Option Awards 113,403 114,112 20,619 18,720 20,619 18,720 20,619 18,720 8,187 2,160 93 42/00———— — — — — — — — 04/23/2020 29.38 07/06/2017 7.9975 — — (5) (4) (3) (5) (4) (3) (5) (12) (5) (12) (4) (3) (5) (4) (3) 79 31/04———— — — — — — — — — — — — 03/18/2024 03/18/2023 57.91 03/20/2022 48.11 45.25 79 31/04———— — — — — — — — — — — — — — — — — — — — — — — 03/18/2024 — 03/18/2023 — 57.91 03/20/2022 — 48.11 — — 45.25 — — — — — 03/18/2024 — 12/03/2023 57.91 — 56.48 — — — — — — — 03/18/2024 — 12/03/2023 57.91 — 03/18/2023 56.48 — 03/20/2022 48.11 45.25 — — — 03/18/2024 03/18/2023 57.91 03/20/2022 48.11 45.25 40 ubro au fUere ofUnearned Unearned Value of Number of hrso hrso hrs nt Shares,Units Shares,Units Sharesor Shares or (11) (10) (9) (8) (7) (11) (9) (11) (10) (9) (8) (7) (11) (10) (9) (8) (7) (11) (10) (9) (8) (7) 2,023,200 1,602,600 1,289,161 aktNme fPayout Value Numberof Market 347,706 291,309 221,566 114,538 143,978 347,706 221,566 474,181 291,309 302,172 114,538 143,978 347,706 291,309 221,566 114,538 143,978 629,828 877,950 (11) (10) (9) (8) (7) (11) (9) (11) (10) (9) (8) (7) (11) (10) (9) (8) (7) (11) (10) (9) (8) (7) lnAad:Marketor Plan Awards: netv Awards: Incentive qiyIncentivePlan Equity —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— —— (6) 21,864,041 Equity July6, (6) Proxy or rst rst upon on on ed to 50% irst ting (2) ($) Stock Awards (1) 41 Number of Shares Acquired on Vesting on Vesting Realized Value Option Exercises and Stock Vested During Fiscal 2014 During Fiscal Option Exercises and Stock Vested units, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. units, without deduction for shares that may have been withheld to satisfy applicable tax common stock on the vesting date. Mr. D’ArezzoMr. Sparks 1,653 5,974 110,850 360,371 NameMr. DreilingMr. TehleMr. Vasos 34,657 (#) 5,974 6,574 2,090,635 360,371 400,607 We have omitted from this table the Option Awards columns because they are inapplicable. have omitted from this table the Option Awards We (1) the gross number of shares acquired upon vesting of performance share units and restricted stock Represents (2) the gross number of shares vested by the closing market price of our realized is calculated by multiplying Value four anniversaries of March 20, 2012, subject to certain accelerated vesting provisions as described in ‘‘Potential Payments up Payments as described in ‘‘Potential vesting provisions subject to certain accelerated of March 20, 2012, four anniversaries below. or Change in Control’’ Termination performance versus certain adjusted EBITDA and ROIC targets for fiscal 2014. These performance share units are scheduled to and ROIC targets for performance versus certain adjusted EBITDA 18, 2017, subject to certain accelerated vesting provisions as described in vest 50% on March 18, 2016 and 50% on March below. The market value was computed by multiplying the number of or Change in Control’’ upon Termination Payments ‘‘Potential of our common stock on January 30, 2015. such units by the closing market price of one share Change in Control’’ below. The market value was computed by multiplying the number of such units by the closing market price of the number of such units by the closing market The market value was computed by multiplying Change in Control’’ below. stock on January 30, 2015. one share of our common fiscal 2013. These performance share units are scheduled to and ROIC targets for performance versus certain adjusted EBITDA 18, 2016, subject to certain accelerated vesting provisions as described in vest 50% on March 18, 2015 and 50% on March below. The market value was computed by multiplying the number of or Change in Control’’ upon Termination Payments ‘‘Potential of our common stock on January 30, 2015. such units by the closing market price of one share applicable earnings per share target has been achieved for the fiscal year ended January 30, 2015 and the fiscal year ending share target has been achieved for the fiscal year applicable earnings per upon Payments as described in ‘‘Potential subject to certain accelerated vesting provisions January 29, 2016, respectively, such restricted by multiplying the number of shares of in Control’’ below. The market value was computed or Change Termination January 30, 2015. price of one share of our common stock on stock by the closing market share units are scheduled to and ROIC targets for fiscal 2012. These performance adjusted EBITDA performance versus certain upon Termination Payments as described in ‘‘Potential subject to certain accelerated vesting provisions vest on March 20, 2015, four anniversaries of March 18, 2013, subject to certain accelerated vesting provisions as described in ‘‘Potential Payments up Payments as described in ‘‘Potential vesting provisions subject to certain accelerated of March 18, 2013, four anniversaries below. or Change in Control’’ Termination upon Payments as described in ‘‘Potential 18, 2014, subject to certain accelerated vesting provisions anniversaries of March in Control’’ below. or Change Termination vest in three equal installments on each of the first three anniversaries of March 18, 2014, subject to certain accelerated ves vest in three equal installments on each of the below. The market value was computed by or Change in Control’’ upon Termination Payments provisions as described in ‘‘Potential market price of one share of our common stock on January 30, 2015. multiplying the number of such units by the closing on March 18, 2015 and 50% on March 18, 2016, subject to certain accelerated vesting provisions as described in ‘‘Potential on March 18, 2015 and 50% on March 18, 2016, in Control’’ below. The market value was computed by multiplying the number of such units or Change upon Termination Payments common stock on January 30, 2015. by the closing market price of one share of our four anniversaries of December 3, 2013, subject to certain accelerated vesting provisions as described in ‘‘Potential Payments Payments to certain accelerated vesting provisions as described in ‘‘Potential four anniversaries of December 3, 2013, subject or Change in Control’’ below. Termination (3) year on each of the fi scheduled to vest 25% per which vested or are a grant of time-based options options are part of These (4) year on each of the fi scheduled to vest 25% per which vested or are a grant of time-based options options are part of These (10) in an equal number of shares of our common stock, which are scheduled to vest restricted stock units, to be paid Represents (8) of our common stock, earned as a result of our performance share units, to be paid in an equal number of shares Represents (9) of our common stock, earned as a result of our performance share units, to be paid in an equal number of shares Represents (6) it is determined that the to vest 50% on each of the dates on which performance-based restricted stock scheduled Represents (7) earned as a result of our equal number of shares of our common stock, performance share units, to be paid in an Represents (5) first four scheduled to vest 25% per year on each of the are part of a grant of time-based options which are These options (11)paid in an equal number of shares of our common stock, which vested or are schedul restricted stock units, to be Represents (12) which vested or are scheduled to vest 25% per year on each of the f These options are part of a grant of time-based options Proxy ‘‘change incontrol,’’allas defined intheCDP/SERPPlan. or uponterminationofemployment duetodeathor‘‘totalandpermanentdisability’’ orupona participant’s attainmentof age 50ortheparticipant’sbeingcreditedwith10 more ‘‘yearsofservice,’’ participants afterJuly6,2007butpriortoMay27,2008, SERPamountsvestattheearlierof 2007, allpreviouslyunvestedSERPamountsvestedon July6,2007.For newlyeligibleSERP 103,428 contribution percentagewas9.5%foreachofMessrs. DreilingandTehle. 78,979 466,132 SERP. 857 The contributionpercentageisbasedonage,yearsofserviceandjobgrade.Thefiscal2014 after May27,2008,includingMessrs.Vasos, D’ArezzoandSparks, arenoteligibletoparticipateinthe 2,094,507 grade onJanuary1andcontinuetobeemployedasof December31ofagivenyear.Persons hired 3,493 40,729 participant’s annualsalaryandbonustoallparticipants whoareactivelyemployedinaneligiblejob 2,476,833 86,300 18,720 compensation andmatchingdeferralsearningsonthosedeferrals. 25,190 42,403 30,390 match-eligible salaryunderthe401(k)Plan.Allnamedexecutiveofficersare100%vestedinall 92,224 pay deferralsatarateof100%,upto5%annualsalary,withsalaryoffsetbytheamount 31,784 compensated limitunderSection414(q)(1)(B)oftheInternalRevenue Code.We currentlymatchbase 178,565 Revenue Code,andup to100%ofhisbonuspayifcompensationequalsorexceedsthehighly 73,333 39,243 his basesalaryifcompensationexceedsthelimitsetforthinSection401(a)(17)ofInternal 69,672 ($) 66,189 Oftheamountsreported,followingwerepreviouslyreportedascompensationtonamedexecutiveofficerforyears (4) TheamountsshownarenotreportedintheSummaryCompensationTable becausetheydonotrepresentabove-marketor (3) Reported as‘‘All OtherCompensation’’intheSummaryCompensation Table. (2) AllofthereportedamountsforeachnamedexecutiveofficerareinSummaryCompensationTable as (1) Mr. Sparks Mr. D’Arezzo Mr. Vasos Mr. Tehle Mr. Dreiling Name fiscal yearbecauseitisinapplicable. have omittedfromthistablethecolumnpertainingtoaggregatewithdrawals/distributionsduring table. Pleasealsosee‘‘BenefitsandPerquisites’’ in‘‘CompensationDiscussionandAnalysis’’above.We included inthefollowingtable.ThematerialtermsofCDP/SERPPlanaredescribedafter Mr. D’Arezzo($0);andSparks($51,724). prior to2014inaSummaryCompensationTable: Mr.Dreiling($1,938,330);Tehle ($1,313,345);Mr.Vasos ($276,228); preferential earnings. ‘‘Salary’’ for2014. We haveomittedthePension Benefitstablebecause itisinapplicable. As aresultofchangeincontrol,asdefinedunderthe CDP/SERPPlan,whichoccurredin Pursuant totheSERP, wemakeanannualcontributionequaltoacertainpercentageof Pursuant totheCDP, eachnamedexecutiveofficermayannuallyelecttodeferup65%of Information regardingeachnamedexecutiveofficer’sparticipationinourCDP/SERPPlanis Nonqualified DeferredCompensation Pension Benefits otiuin otiuin annsBalance Earnings Contributions Contributions Fiscal 2014 Fiscal 2014 nLs Yi atF nLs YatLastFYE inLastFY inLastFY in LastFY xctv eitatAgeaeAggregate Aggregate Registrant Executive 42 (1) ($) (2) ($) (3) ($) (4) Proxy If Mr. Dreiling’s employment with us 43 Mr. Dreiling is the only named executive officer who has options Potential Payments upon Termination or Change in Control upon Termination Payments Potential performance target had been determined, but only if such financial performance target was performance target had been determined, but only if such financial performance become vested had actually achieved, then a pro-rata portion of the award that would have have become vested he remained employed with us through such determination date would performance- and nonforfeitable on such determination date and all remaining unvested • date on which achievement of the fiscal 2014 If such termination had occurred prior to the Pre-2012 Equity Awards. Stock. Restricted Dreiling’s 2012 Performance-Based Mr. As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities As a result of our change in control award agreements with our named executive officers Our employment agreements and equity A participant who ceases employment with at least 10 years of service or after reaching age 50 service or after reaching least 10 years of with at who ceases employment A participant The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account, are credited to a CDP/SERP Plan to the deferred or contributed The amounts exercised for a period of 1 year from service termination unless such options have expired earlier. exercised for a period of 1 year from service termination unless such options restricted stock award terminates due to his death or disability (as defined in his performance-based vest, unless previously agreement), all or a portion of his performance-based restricted stock may vested or forfeited, depending upon the timing of such termination as follows: document, we believe that Mr. Tehle’s retirement in July 2015 will not result in payments or benefits document, we believe that Mr. Tehle’s that differ from those described below. Death or Disability Due to Upon Termination Payments vested and generally may be outstanding that were granted prior to 2012. All such options are fully effect at the end of our 2014 fiscal year, provide for benefits or payments upon certain employment effect at the end of our 2014 fiscal These benefits and payments are discussed below except to the termination or change in control events. generally to all salaried employees and does not discriminate in extent a benefit or payment is available summary excludes discussion of the operation of any agreements or favor of our executive officers. This modified after the end of our 2014 fiscal year, including without programs entered into or to the extent agreement with Mr. Dreiling effective March 10, 2015, and the limitation our employment transition with Mr. Dreiling dated March 17, 2015. As of the date of this restricted stock unit award agreement trust deferrals into the CDP/SERP Plan between July 6, 2007 and October 15, 2007. All CDP/SERP trust deferrals into the CDP/SERP October 15, 2007 are unfunded. Plan liabilities incurred on or after our named executive officers participate, in each case as in and certain plans and programs in which CDP account, provided that the date of distribution is no sooner than 5 years after the end of the year no sooner than 5 years after the end that the date of distribution is CDP account, provided may request an who is actively employed were deferred. In addition, a participant in which the amounts credited to the sum distribution of vested amounts hardship’’ in-service lump ‘‘unforeseeable emergency balances are payable in cash. participant’s CDP account. Account also funded into the rabbi into an irrevocable rabbi trust. We through July 6, 2007 were fully funded (c) a combination of lump sum and installments. Otherwise, payment is made in a lump sum. The payment is made in a lump of lump sum and installments. Otherwise, (c) a combination by the CDP/SERP Plan upon the participant’s be payable at the time designated vested amount will following benefit normally is payable in the A participant’s CDP/SERP termination of employment. calendar year or is payable in the ceases during the first 6 months of a if employment February 6 months of a calendar year. However, employment ceases during the last if following August to the distribution of vested amounts credited to receive an in-service lump sum participants may elect which is then invested at the participant’s option in an account that mirrors the performance of a fund performance of a that mirrors the in an account participant’s option invested at the which is then these 2, 2008, August Beginning on or its delegate. Committee selected by the Compensation or funds 401(k) Plan. offered in our identical to the funds funds are that account exceeds $25,000 may elect for balance or SERP account balance and whose CDP account period or installments over a 5, 10 or 15-year in cash by (a) lump sum, (b) monthly balance to be paid Proxy governing document),each namedexecutiveofficerwouldreceive60%ofcovered monthlyearningsup to 2.5timessuchofficer’sannual basesalary.Inaddition,intheeventofdisability (asdefinedinthe payments underourgroup lifeinsuranceprograminanamount,uptoamaximum of$3million,equal terminates duetodeathordisability(asdefinedintheapplicablegoverningdocument): Other Payments. Restricted StockUnits.Anyoutstandingrestrictedstockunitwillbecomefullyvestedand • Performance ShareUnits.Performance shareunitswere awarded infiscal2012(‘‘2012 • StockOptions.Anyoutstanding unvestedstockoptionshallbecomeimmediatelyvested • Other Post-2011 EquityAwards. Ifsuchterminationoccursafterthelastdayofour2014fiscalyearbutbeforedateon • including thelastdayoffiscal2014(the‘‘initialserviceperiod’’)duringwhichMr.Dreiling calendar monthsintheperiodencompassingfirstdayoffiscal2012andending portion equalsafraction(nottoexceedone),thenumeratorofwhichisnumber based restrictedshareswouldhavebeenautomaticallyforfeitedandcancelled.Thepro-rata date ofdeathordisability. nonforfeitable uponsuchdeathordisabilityandwill be paidwithin30daysfollowingthe who wasemployedbyusatthetimeofapplicableaward. PSUs’’), fiscal2013(‘‘2013PSUs’’)and2014(‘‘2014toeachnamedexecutive employment terminationdate. to suchevent,andvestedoptionsmaybeexerciseduntilthefirstanniversaryof and exercisablewithrespectto100%ofthesharessubjectoptionimmediatelyprior performance targethasbeenachieved. his terminationduetodeathordisabilityregardlessofwhetherthefiscal2015financial through suchdeterminationdatewillbecomevestedandnonforfeitableasofthe of theawardthatwouldhavebecomevestedhadMr.Dreilingremainedemployedwithus which achievementofthefiscal2015performancetargethasbeendetermined,portion month. for afullcalendarmonthifhisdeathordisabilityoccursafterthe15 calendar monthsintheinitialserviceperiod.Mr.Dreilingwillbedeemedtoemployed was continuouslyinouremploymentandthedenominatorofwhichisnumber   of employment. from suchawardsshallbeforfeitedandcancelledon the dateoftermination 30 daysthereafter.Otherwise,anyearnedbutunvested performanceshareunits vested andnonforfeitableasofthedatesuchevent andshallbepaidwithin earned butunvestedperformanceshareunitsfromsuch awardsshallbecome 2014 forthe2013PSUsorMarch18,2015PSUs,anyremaining If suchterminationoccursafterMarch20,2013forthe2012PSUs,18, without proration. have receivedtheone-thirdof2014PSUsearnedthataredescribedabove, January 30,2015forthe2014PSUsandbeforepayment,participantwould the CompensationCommittee.Ifsuchterminationhadoccurredonorafter nonforfeitable andwouldhavebeenpaidonceperformancehadcertifiedby nonforfeitable orhadnotpreviouslybeenforfeitedwouldhavebecomevestedand entire performanceperiodthathadnotpreviouslybecomevestedand period) ofone-thirdthe2014PSUsearnedbasedonperformanceduring pro-rated portion(basedonmonthsemployedduringthe1yearperformance If suchterminationhadoccurredbeforeJanuary30,2015forthe2014PSUs,a In theeventofdeath,eachnamedexecutiveofficer’s beneficiary willreceive If anyofthenamedexecutiveofficers’employmentwithus 44 th dayofacalendar Proxy anniversary of th anniversary of the nd 45 anniversary of the retirement date, but no later than the 10 th If such retirement had occurred before January 30, 2015, or on or after payment January 30, 2015 and before payment, for the 2014 PSUs, the vesting and in the of PSUs would have been identical to the vesting and payment of PSUs death and disability scenarios discussed above for the 2014 PSUs. or occurs If such retirement had occurred after March 18, 2014 for the 2013 PSUs after March 18, 2015 for the 2014 PSUs, but prior to the 2 applicable grant date, the remaining portion of any earned but unvested   remained employed with us shall remain outstanding for a period of 1 year following the remained employed with us shall remain and exercisable on the anniversary of the grant retirement date and shall become vested following the retirement date (but only to the date that falls within the 1 year period terminated or become exercisable). However, if extent such portion has not otherwise in Control occurs or the officer dies or incurs a during such 1 year period a Change become immediately vested and exercisable (but only disability, such portion shall instead terminated). Otherwise, any option which is to the extent such portion has not otherwise without unvested and unexercisable on the termination date shall immediately expire exercisable any time payment. The officer may exercise the option to the extent vested and prior to the 5 the grant date. exercisable within the 1 year period following the retirement date if such officer had exercisable within the 1 year period • Share Units. Performance Except as provided immediately below with respect to stock options, performance share units Except as provided immediately below retires: In the event a named executive officer • and The portion of the stock options that would have become vested Stock Options. If Mr. Dreiling’s employment terminates due to death or disability (as defined in his terminates due to death If Mr. Dreiling’s employment and restricted stock units awarded after 2011, retirement (as defined in the applicable governing and restricted stock units awarded after from any other voluntary termination without good reason (as document) is not treated differently Upon Voluntary and as discussed below under ‘‘Payments defined under the relevant agreements, or agreements for named executive officers. under any of our plans Termination’’) of his termination date and payment for any unused vacation accrued but unpaid as of his termination accrued but unpaid as of his date and payment for any unused vacation of his termination at the time a lump sum cash payment, payable of disability only, he will receive date, and, in the event incentive to a pro rata portion of his annual paid to our other executives, equal annual bonuses are entitled to receive, if such termination had not occurred, for the bonus, if any, that he would have been occurred. fiscal year in which his termination Retirement Due to Upon Termination Payments bonus earned for that fiscal year under the terms of our Teamshare program (which otherwise requires program Teamshare that fiscal year under the terms of our bonus earned for earned to be entitled to any incentive bonus remain employed on the payment date that a participant for that fiscal year). employment pursuant to the terms of his he also will be entitled to receive, employment agreement), unpaid as previously completed fiscal years but bonus earned for any of our agreement, any incentive disability (as defined in the CDP/SERP Plan), each named executive officer’s CDP/SERP Plan benefit officer’s CDP/SERP each named executive CDP/SERP Plan), (as defined in the disability a lump sum within will be payable in vested) and the extent not already fully vested (to will become we provided that event occurs, in which such termination calendar quarter the end of the 60 days after the after receipt of practicable until as soon as reasonably event of disability payment in the may delay in the event of death on or Additionally, by the Social Security Administration. disability determination incentive officer will receive payment for his of a fiscal year, each named executive after the last day to $20,000 per month under our long-term disability insurance program. In the event of death or program. In the insurance our long-term disability per month under to $20,000 Proxy 60 would havereceived(inMr.Dreiling’scase)thefollowing benefitsgenerallyonorbeginningthe before theapplicableextensiondate,thenineachcase thenamedexecutiveofficerwillreceiveor elected nottoextendMr.Dreiling’stermofemployment byproviding60dayspriorwrittennotice is aresultofthenamedexecutiveofficer’svoluntary retirement ortermination),(3)ifwehad agreement’s term(unlessweenterintoamutuallyacceptable severancearrangementortheresignation extend orreplacehisemploymentagreementbefore, at orwithin6monthsaftertheendof executive officer,otherthanMr.Dreiling,resignswithin 60daysofourfailuretoofferrenew, described under‘‘Voluntary Termination withoutGoodReason’’ below. employment asprovidedin(3)below,therelevantnamedexecutiveofficer’sequitywillbetreated circumstances describedin(2)below,ortheeventwefailedtoextendtermofMr.Dreiling’s 2012 for180daysfollowingtheresignationdate. following theresignationdateandgenerallymayexerciseanyvestedoptionsthatweregrantedpriorto Such officergenerallymayexerciseanyvestedoptionsthatweregrantedafter2011upto90days If anynamedexecutiveofficerresignswithgoodreason,hewillforfeitallthenunvestedequityawards. agreement undercertaincircumstances. employment agreement)orafterourfailuretoofferrenew,extendreplacehis depending uponwhetherheresignswithorwithout‘‘goodreason’’(asdefinedintheapplicable Payments UponVoluntary Termination th dayafterterminationofemploymentbutcontingent upon theexecutionandeffectivenessofa Additionally, (1)ifthenamedexecutiveofficerresignswithgoodreason,or(2) In theeventanynamedexecutiveofficer(otherthanMr.Dreiling)resignsunder Voluntary Termination withGoodReason orAfter Failure toRenew theEmployment Agreement. The paymentstobemadeanamedexecutiveofficeruponvoluntaryterminationvary Restricted StockUnits.Theone-third oftheoutstandingrestrictedstockunitsthatwould • will bepaid6monthsand1dayfollowingtheretirementdate. portion oftherestrictedstockunitsthatwerescheduledtovestonsuchvestingdate)and date noacceleratedvestingwilloccur,butrathertheofficershallbeentitledonlyto nonforfeitable uponsuchretirement(providedthatiftheoccursonavesting such officerhadremainedemployedthroughdatewillbecomevestedand have becomevestedandnonforfeitableonthenextimmediatelyfollowingvestingdateif and nonforfeitable,asapplicable,wouldhavebeenorshallbepaid, (one-third ofearnedperformanceshareunits)wouldhaveorshallbecomevested such officerremainedemployedthroughthe2 performance shareunitsfromsuchawardsthatwouldhavebecomevestedhad forfeited andcancelledontheretirementdate. any earnedbutunvestedperformanceshareunitsfromsuchawardsshallbe and wouldhaveorshallbepaid,asapplicable,ontheretirementdate.Otherwise, share units)wouldhaveorshallbecomevestedandnonforfeitable,asapplicable, through the3 such awardsthatwouldhavebecomevestedhadofficerremainedemployed the remainingportionofanyearnedbutunvestedperformanceshareunitsfrom 2 2014 PSUs,ifsuchretirementhadoccurredoroccurs,asapplicable,afterthe applicable, ontheretirementdate.For the2012PSUs,2013PSUsand nd anniversaryofthegrantdatebutpriorto3 rd anniversaryofthegrantdate(one-thirdearnedperformance 46 nd anniversaryofthegrantdate rd anniversaryofthegrantdate, Proxy 47 day after such termination date and the remainder will be paid in the form of day after such termination date and the remainder will be paid in the th disclosing or using, our (a) trade secrets for any period of time as the information remains disclosing or using, our (a) trade secrets for any period of time as the information a period of 2 years a trade secret under applicable law and (b) confidential information for following the employment termination date. through the termination date. secured. over 24 months in equal installments in accordance with our normal payroll cycles and over 24 months in equal installments procedures). medical, dental and vision benefits program (for officer’s participation in our pharmacy, will be in the form of a continuation of these benefits Mr. Dreiling, these benefits instead to the extent covered immediately prior to to him and his spouse and eligible dependents from the termination date or, if earlier, until he is the employment termination, for 2 years coverage under the group health plans of a subsequent or becomes eligible for comparable employer). terminates, paid at the time bonuses are normally paid fiscal year in which his employment sum cash payment for any unused vacation accrued for that fiscal year, as well as a lump normal payroll cycle and procedures. For Mr. Dreiling, a continuation of 2 times his annual continuation of 2 Mr. Dreiling, a For cycle and procedures. normal payroll in accordance with our normal over 24 months in equal installments base salary, payable of Mr. Dreiling, the amount of any the exception procedures. With payroll cycles and if continuation shall be forfeited or, to payment of the base salary payment or entitlement named executive officer earns any if and to the extent that the paid, subject to recovery the 24 months after his of subsequent employment during base salary as a result termination date. at the same job grade level as the paid or to be paid to employees officer’s target bonus program for officers for the 2 (if any) under the annual bonus named executive officer the termination date occurs (for preceding the fiscal year in which fiscal years immediately equal 2 times his target bonus and will be payable Mr. Dreiling, the bonus payment will effect immediately before the termination, for 24 months payable in accordance with our in accordance 24 months payable termination, for before the effect immediately • if earlier, until other employment is outplacement services for 1 year or, Reasonable executive officer (other than Mr. Dreiling) in the Note that any amounts owed to a named upon a material breach The named executive officer will forfeit any unpaid severance amounts • the confidentiality of, and refrain from The named executive officer must maintain • executive sum payment equal to 2 times our annual contribution for the named A lump • for the will receive a prorated bonus payment based on our performance Mr. Dreiling • of the named executive to 2 times the average percentage A lump sum payment equal • salary, as in of base than Mr. Dreiling, continuation officers other the named executive For of any continuing obligation under the applicable employment agreement or the release, which include: of any continuing obligation under the applicable employment agreement form of salary continuation that would otherwise have been paid during the 60 day period after his form of salary continuation that would be payable in a single lump sum as soon as administratively employment termination will instead practicable after the 60 salary continuation payments as set forth above. agreement: release of certain claims against us and our affiliates in the form attached to the employment attached to the in the form us and our affiliates certain claims against release of Proxy terminated withoutcause,he: for cause,hewillforfeitallunvestedequitygrantsandvestedbutunexercisedoptions. officer’s employmentagreementorequityawardagreement,asapplicable). depending uponwhetherterminationiswithorwithout‘‘cause’’(asdefinedineachnamedexecutive Payments UponInvoluntary Termination 10 were grantedafter2011upto90daysfollowingtheresignationdate,butinanyeventprior were grantedpriorto2012.Thenamedexecutiveofficergenerallymayexerciseanyvestedoptionsthat good reason,hewillforfeitallthenunvestedequityawardsandvestedbutunexercisedoptionsthat th anniversaryofthegrantdate. For aperiodof2yearsaftertheemployment terminationdate,thenamedexecutiveofficer • Will receivethesameseverancepaymentsandbenefitsasdescribedunder‘‘Voluntary • Generallymayexerciseanyvestedoptions:(1)thatweregrantedafter 2011 upto90days • Will forfeitallthenunvestedequityawards. • Involuntary Termination withoutCause. Involuntary Termination forCause. The paymentstobemadeanamedexecutiveofficeruponinvoluntaryterminationvary Voluntary Termination withoutGoodReason. For aperiodof2yearsaftertheemployment terminationdate,thenamedexecutiveofficer • For aperiodof2yearsaftertheemployment terminationdate,thenamedexecutiveofficer • open storeswithin6monthsofthatdate.For thispurpose,‘‘competitiveposition’’means stores atthetimeofhisterminationdateoranystateinwhichwehavespecificplansto may notacceptorworkina‘‘competitiveposition’’withinanystatewhichwemaintain above. Termination withGoodReason orAfterFailure toRenew theEmploymentAgreement’’ following theterminationdate. following theterminationdate;and(2)thatweregranted priorto2012up180days competitive advantageoverus. that contactwouldlikelyinterferewithourbusinessrelationshipsorresultinanunfair with usandwhomthenamedexecutiveofficerhadcontactwhileemployedbyus,if may notsolicitorcommunicatewithanypersonentitywhohasabusinessrelationship Mr. Dreiling)toceaseemploymentwithus. may notactivelyrecruitorinduceanyofourexemptemployees(exemptexecutives,for substantially similartothoseheprovidedordirectedatanytimewhileemployedbyus. executive officerisrequiredtoperformservicesforthatpersonorentitywhichare person thenplanningtoenterthediscountconsumablebasicsretailbusiness,ifnamed limited to,thoseentitiesidentifiedintheapplicableemploymentagreement),orany wholly orinmaterialpartthebusinesswhichweareengaged(including,butnot contractor arrangementbetweenthenamedexecutiveofficerandanypersonengaged any employment,consulting,advisory,directorship,agency,promotionalorindependent If thenamedexecutiveofficerisinvoluntarilyterminated If anynamedexecutiveofficerisinvoluntarily 48 If thenamedexecutiveofficerresignswithout Proxy 49 and nonforfeitable, or have not previously been forfeited, shall be deemed fully earned and and nonforfeitable, or have not previously if the change in control occurs on or before any shall become vested and nonforfeitable the applicable performance measure required for date on which it is determined that vesting has been achieved. shares subject to such options immediately prior to a change in control. to a change in immediately prior to such options shares subject been forfeited will share units that have not previously all unvested performance shall vest, become nonforfeitable earned at the target level and immediately be deemed the change in control. and be paid upon that have not previously been but unvested performance share units previously earned and be paid upon the change in vest, become nonforfeitable forfeited will immediately control. paid upon the change in control. In the event of a change in control as defined in Section 280G of the Internal Revenue Code, as defined in Section 280G of the Internal Revenue In the event of a change in control officers in The following table reflects potential payments to each of our named executive • vested performance-based restricted shares that have not previously become Mr. Dreiling’s • vested). Plan benefits will become fully vested (to the extent not already All CDP/SERP terminated without cause or resigns for good If the named executive officer is involuntarily • as to 100% of the exercisable and become immediately will vest All time-based options • performance period, occurs prior to completion of the applicable If the change in control • performance period, all occurs after completion of the applicable If the change in control • will be restricted stock units will become vested and nonforfeitable and All outstanding Upon a change in control (as defined under the applicable governing document), regardless of document), the applicable governing defined under in control (as Upon a change only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable only amounts that are increased, accelerated or otherwise paid or owed benefits that had vested prior to scenario and, as a result, excludes equity awards and CDP/SERP Plan date. The table also the event and earned but unpaid base salary through the employment termination and do not discriminate in excludes any amounts that are available generally to all salaried employees cannot determine actual We favor of our executive officers. The amounts shown are merely estimates. amounts to be paid until a termination or change in control scenario occurs. would not be capped and such officer would be responsible for the payment of the excise tax. We would not be capped and such officer would be responsible for the payment would not pay any additional amount to cover the excise tax. benefit, and equity levels various termination and change in control scenarios based on compensation, stock valuations, we 2015. For in effect on, and assuming the scenario was effective as of, January 30, ($67.06). The table reports have used the closing price of our stock on the NYSE on January 30, 2015 each named executive officer’s employment agreement provides for capped payments (taking into each named executive officer’s employment Code) of covered by Section 280G of the Internal Revenue consideration all payments and benefits trigger the ‘‘golden parachute’’ excise tax under federal income tax $1 less than the amount that would named executive officer other than Mr. Dreiling, he signs a rules (the ‘‘excise tax’’) unless, for each be at least $50,000 more than release and, for all named executive officers, his after-tax benefit would payments and benefits it would be without the payments being capped. In such case, such officer’s Employment Agreement.’’ However, the named executive officer will have 1 year from the termination Employment Agreement.’’ However, that were granted after 2011 if he resigns or is involuntarily date in which to exercise vested options in control under any scenario other than retirement or terminated within 2 years of the change which cases, he will have 5 years from the retirement date to involuntary termination with cause (in any vested but unexercised options held at the time of the exercise vested options and will forfeit termination with cause). reason following the change in control, he will receive the same severance payments and benefits as reason following the change in control, the to Renew or After Failure Good Reason with Termination described above under ‘‘Voluntary whether the named executive officer’s employment terminates: officer’s employment named executive whether the Payments After a Change in Control After Payments Proxy oa ,5,8 ,0,5 / / ,1,3 / 4,015,475 19,235 n/a n/a n/a n/a 1,714,934 1,685,700 n/a n/a 19,235 2,826,500 19,235 n/a n/a n/a n/a n/a 1,685,700 n/a n/a n/a n/a 2,002,258 1,788,179 2,300,541 n/a n/a 3,950,180 1,758,944 n/a n/a n/a 19,235 n/a n/a n/a 4,832,864 10,099 n/a n/a n/a n/a n/a n/a 1,758,944 n/a n/a n/a n/a 1,038,321 n/a 797,307 n/a n/a n/a n/a 351,922 2,163,374 2,829,520 2,143,274 n/a n/a 1,596,000 n/a 10,099 n/a n/a n/a n/a 4,257,354 18,566 n/a n/a n/a n/a n/a n/a 2,143,274 n/a n/a n/a Total n/a 2,002,258 n/a n/a Life InsuranceProceeds n/a 2,283,627 2,002,258 2,669,491 Outplacement n/a 367,213 1,956,813 4,726,113 1,928,247 n/a Health Payment n/a n/a 1,665,000 n/a n/a 18,566 n/a Cash Severance n/a Equity Vesting DuetoEvent n/a n/a n/a Mr. Sparks n/a n/a n/a 31,830,440 797,307 1,928,247 n/a n/a n/a Total n/a n/a 797,307 Life InsuranceProceeds n/a 2,002,258 2,300,541 Outplacement n/a n/a 521,486 4,230,816 n/a Health Payment n/a 7,612,886 1,921,000 n/a Cash Severance n/a n/a n/a Equity Vesting DuetoEvent n/a Mr. D’Arezzo n/a n/a n/a n/a n/a Total 2,283,627 Life InsuranceProceeds n/a 2,283,627 Outplacement n/a 402,558 23,966,028 26,966,028 Health Payment 1,826,000 Cash Severance n/a n/a Equity Vesting DuetoEvent Mr. Vasos n/a Total 2,002,258 Life InsuranceProceeds 2,002,258 Outplacement Health Payment 3,000,000 Cash Severance Equity Vesting DuetoEvent Mr. Tehle Total Life InsuranceProceeds Outplacement 3 Estimatedbasedoninformationprovidedbyouroutplacementservicesprovider. (3) CalculatedasthecombinedDollarGeneralandemployeecostofhealthcareforbenefitoption selectedbyMr.Dreiling (2) NoneofthenamedexecutiveofficerswereeligibleforretirementonJanuary30,2015. (1) 7,579,308 n/a 7,579,308 24,217,554 n/a n/a ($) n/a ($) n/a 1,465,747 1,465,747 n/a ($) n/a 22,500,281 22,500,281 Health Continuation Cash Severance Equity Vesting DuetoEvent Mr. Dreiling Name/Item for 2015. (3) (3) (3) (3) (3) Potential Payments toNamedExecutiveOfficers UponOccurrenceof (2) Various Termination EventsasofJanuary30,2015 et iaiiyRtrmn esnRao as Control Cause Reason Reason Retirement Disability Death / / / / 000na10,000 n/a 10,000 10,000 n/a 23,578 n/a n/a n/a 10,000 n/a 23,578 n/a n/a n/a n/a n/a n/a n/a n/a n/a / / / / 000na10,000 n/a 10,000 10,000 n/a n/a n/a 10,000 n/a 10,000 n/a n/a n/a n/a 10,000 n/a n/a n/a n/a n/a n/a 50 (1) outr Causeor Voluntary ihu outr Involuntary Voluntary Without odwt odWt Changein With withGood Good $ $ $ ($) ($) ($) ($) Involuntary Without Proxy 51 Compensation Risk Considerations Compensation Risk Compensation Committee Interlocks and Insider Participation and Insider Committee Interlocks Compensation In March 2015, our Compensation Committee, with input from its compensation consultant Compensation Committee, with input In March 2015, our Each of Messrs. Bryant and Rhodes and Ms. Fili-Krushel was a member of our Compensation a member of our Fili-Krushel was Rhodes and Ms. Bryant and Each of Messrs. risk-aggravating factors were offset by risk-mitigating factors, that the net risks created by our overall factors, that the net risks created by were offset by risk-mitigating risk-aggravating factors General. have a material adverse effect on Dollar were not reasonably likely to compensation program and management, reviewed our compensation policies and practices for all employees, including reviewed our compensation policies and management, assessment our compensation programs. The to assess the risks that may arise from executive officers, potentially certain design features which could of our compensation programs for included a review of that risk to Dollar General. As a result risk-taking or otherwise generate encourage excessive identified after considering the degree to which Committee concluded, assessment, the Compensation Committee during 2014. None of these persons was at any time during 2014 an officer or employee of officer or employee during 2014 an was at any time of these persons during 2014. None Committee at of our subsidiaries General or any an officer of Dollar subsidiaries or or any of our Dollar General prior to 2014. any time Proxy 3 SorobanCapitalGPLLC,Partners LP, SorobanCapitalPartners GPLLCandEricW. Mandelblattshare (3) TheVanguard Grouphassolepowertovoteordirecttheover526,722shares,disposeof (2) Percent ofClass BlackRock, Inc.,throughvarioussubsidiaries,hassolepowertovoteordirecttheof18,553,804shares, (1) BeneficialOwnership GIC Private Limited Soroban CapitalGP, LLC The Vanguard Group BlackRock, Inc. Name andAddressofBeneficialOwner 2015 bythoseknownustobeneficiallyownmorethan5%ofourcommonstock. shares ofourcommonstockoutstandingasMarch19,2015. voting andinvestmentpowerovertheshareslisted.Percentage computationsarebasedon303,703,702 beneficial ownershipwithin60days.Unlessotherwisenoted,toourknowledgethesepersonshavesole person hasorsharesvotinginvestmentpowerwhichthattherighttoacquire SECURITY OWNERSHIP (4) GIC Private Limited (‘‘GIC’’) isafundmanagerwithtwoclients—theGovernmentofSingapore(‘‘GoS’’)andthe GICPrivate Limited(‘‘GIC’’) (4) Partners GPLLCandMr.Mandelblattis444MadisonAvenue, 21 disposition of14,950,373shares.TheaddressforSorobanCapitalGPLLC,Partners LP, SorobanCapital Soroban MasterFund LPsharesthepowertovoteordirectvotingofanddispose the powertovoteordirectvotingofanddisposedisposition18,330,295shares, February 10,2015. Malvern, Pennsylvania 19355.AllinformationisbasedsolelyonAmendmentNo.1toStatementSchedule13Gfiled investment managerofAustralian investmentofferings.TheaddressofVanguard Groupis100Vanguard Blvd, wholly-owned subsidiaryofTheVanguard Group,Inc.,isthebeneficialownerof198,488sharesasaresultitsserving as aresultofitsservinginvestmentmanagercollectivetrustaccounts,andVanguard InvestmentsAustralia, Ltd.,a Fiduciary Trust Company,awhollyownedsubsidiaryofTheVanguard Group,Inc.,isthebeneficial ownerof411,534shares the dispositionof18,708,277shares,andsharedpowertodisposeordirect494,834shares.Vanguard solely onStatementSchedule13GfiledFebruary 2,2015. 521 shares.TheaddressofBlackRock, Inc.is55East52ndStreet,NewYork, NewYork 10022.Allinformationisbased dispose ofortodirectthedisposition22,887,826shares,andsharedpower on StatementSchedule13GfiledMarch17,2015. shares powertovoteanddisposeof3,750,063securitiesbeneficially ownedbyitwithMAS. All informationisbasedsolely As such,GIChasthesolepowertovoteanddisposeof the 11,471,118securitiesbeneficiallyownedbyit.GIC the solediscretiontoexercisevotingrightsattachedto,and dispositionof,anysharesmanagedonbehalfofGoS. Monetary Authority ofSingapore(‘‘MAS’’). Under theinvestmentmanagementagreementwithGoS,GIChasbeengiven 2015. Cayman Islands.AllinformationisbasedsolelyonAmendmentNo.2toStatementSchedule13GfiledFebruary 17, Soroban MasterFund LPisGardeniaCourt,Suite3307,45MarketStreet,CamanaBay,GrandCaymanKY1-1103, For purposesofthetablesbelow,apersonis‘‘beneficialowner’’securityoverwhichthat The followingtableshowstheamountofourcommonstockbeneficiallyownedasMarch19, (1) (4) (2) (3) Security OwnershipofCertainBeneficialOwners 52 Amount andNatureof st Floor,NewYork, NewYork 10022.Theaddressfor 521115.0% 6.0% 6.3% 7.5% 15,221,181 18,330,295 19,203,111 22,888,347 Proxy —— 6,1576,545 * * 18,63224,63229,632 * 18,823 * 37,49091,93412,296 * 60,928 * * * * * 651,707 * 1,242,394 * Amount and Nature ofAmount and Nature of Percent 53 Security Ownership of Officers and Directors of Officers Security Ownership (1) (1)(3) (1)(4) (1) (1) (1) (1) (1) (1) (1) (1)(2)(3) (1)(2) (1) targets and other conditions. (23,186); Mr. Vasos (52,029); Mr. D’Arezzo (9,682); Mr. Sparks (48,779); and all current directors and executive (52,029); Mr. (23,186); Mr. Vasos the following number of shares underlying earned performance share includes officers as a group (672,205). Further days of March 19, 2015 over which the person will not have voting or units that are or could be settleable within 60 and Sparks Vasos units are settled: Mr. Dreiling (13,092); Messrs. Tehle, investment power until the performance share officers as a group (27,214). The shares described in this note are (2,147); and all current directors and executive the percentage of outstanding stock owned by each named considered outstanding for the purpose of computing of computing the percentage ownership of any other person. person and by the group but not for the purpose our Board because the trading window under our insider trading policy non-employee directors at the time she joined was closed. dated July 25, 2014. Living Trust, Amy Plunkett Rhodes Revocable of certain performance not possess investment power until such time, if any, as such shares may vest upon achievement of March 19, 2015 over which the person will not have voting or investment power until the restricted stock units are of March 19, 2015 over which the person will and Mr. Rickard (2,493). Also includes the following number of shares settled: Mr. Bryant (1,017); Mr. Calbert (1,849); or exercisable within 60 days of March 19, 2015 over which the person subject to options either currently exercisable the options are exercised: each of Messrs. Bryant, Calbert and Rhodes will not have voting or investment power until (3,031); Mr. Rickard (10,792); Mr. Dreiling (287,227); Mr. Tehle (11,035); Ms. Cochran (3,145); Ms. Fili-Krushel The following table shows the amount of our common stock beneficially owned as of March 19, owned common stock beneficially the amount of our table shows The following (16 persons) All current directors and executive officers as a group All current directors and executive William C. Rhodes, III William David B. Rickard Dreiling Richard W. David M. Tehle J. Vasos Todd D’Arezzo David W. Gregory A. Sparks Name of Beneficial OwnerName of Beneficial Bryant F. Warren Michael M. Calbert Sandra B. Cochran D. Fili-Krushel Patricia A. Price Paula Beneficial Ownership Class (4) power but will Includes 163,018 shares of performance-based restricted stock over which Mr. Dreiling possesses voting (2) guidelines for was unable to purchase shares of our common stock pursuant to our share ownership Ms. Price (3) of The as Trustee Mr. Rhodes shares voting and investment power over 18,597 shares with his spouse, Amy Rhodes, * Denotes less than 1% of class.(1) stock units that are or could be settleable within 60 days Includes the following number of shares underlying restricted 2015 by our current directors and named executive officers individually and by our current directors and by our officers individually and named executive current directors 2015 by our at may be contacted noted, these persons Unless otherwise as a group. our executive officers and all of offices. our executive Proxy this reportbyreferencetherein. 1933 ortheSecuritiesExchangeActof1934,exceptto the extentDollarGeneralspecificallyincorporates deemed filedorincorporatedbyreferenceintoanyotherDollarGeneralfilingundertheSecuritiesActof with thepoliciesofBoardDirectors. The Audit Committee alsodoesnothavethedutytoassurecompliancewithlawsandregulationsor accounting principles.DollarGeneral’smanagementandindependentauditorhavethisresponsibility. General’s financialstatementsarecomplete,accurate,orinaccordancewithgenerallyaccepted Audit Committeedoes nothavethedutytoplanorconductauditsdeterminethatDollar Report onForm 10-Kfor thefiscalyearendedJanuary30,2015forfilingwithSEC. the BoardofDirectorsthatDollarGeneral’sauditedfinancialstatementsbeincludedinAnnual REPORTAUDIT COMMITTEE The Audit CommitteeofourBoardDirectorshas: The aboveAudit CommitteeReport doesnotconstitutesolicitingmaterialandshouldbe Paula A.Price • SandraB.Cochran • Warren F. Bryant • DavidB.Rickard,Chairman • This reporthasbeenfurnishedbythemembersofAudit Committee: While theAudit Committeehastheresponsibilitiesandpowerssetforthinitscharter, Based onthesereviewsanddiscussions,theAudit Committeeunanimously recommendedto discussedwithErnst& Young LLPtheirindependencefromDollarGeneralandits • receivedthewrittendisclosuresandletterfromErnst&Young LLPrequiredby • discussedwithErnst&Young LLP, ourindependentregisteredpublicaccountingfirm,the • reviewedanddiscussedwithmanagementtheauditedfinancialstatementsforfiscal • management. concerning independence,and independent registeredpublicaccountingfirm’scommunicationswiththeAudit Committee applicable requirementsofthePublicCompanyAccounting OversightBoardregardingthe Oversight Board, Communication withAudit Committees matters requiredtobediscussedbytheStatementonAuditing StandardsNo.16, year endedJanuary30,2015, , asadoptedbythePublicCompanyAccounting 54 Proxy the ratification of Ernst & FOR 55 Representatives of Ernst & Young LLP have been requested and are expected to attend the LLP have been requested and are expected of Ernst & Young Representatives that you vote Our Board unanimously recommends The Audit Committee is directly responsible for the appointment, compensation, retention and directly responsible for the appointment, Committee is The Audit independent auditor for the LLP as our selected Ernst & Young Committee has The Audit What does the Board of Directors recommend? Committee is not bound by fiscal year. The Audit LLP as our independent auditor for the 2015 Young If the shareholders do not ratify this appointment, our Audit a vote either for or against the firm. in selecting our independent auditor in the future. Committee will consider that result Will representatives of Ernst & Young LLP attend the annual meeting? LLP representatives of Ernst & Young Will will have the opportunity to make a statement if they so desire annual meeting. These representatives respond to appropriate questions. and are expected to be available to Who has the Audit Committee selected as the independent registered public accounting firm? as the independent registered Committee selected Who has the Audit since October 2001. The Audit LLP has served in that capacity & Young 2015 fiscal year. Ernst LLP is continued retention of Ernst & Young Board of Directors believe that the Committee and the of Dollar General and our shareholders. in the best interests RATIFICATION OF APPOINTMENT OF AUDITORS OF APPOINTMENT RATIFICATION auditor? selection of the independent for the Who is responsible to audit our financial statements. auditor that is retained oversight of the independent PROPOSAL 2: PROPOSAL Proxy provided byErnst&Young LLPduring2014and2013. with respecttoallservicessopre-approved.TheCommitteepre-approved100%ofthe such servicesinbetweenCommitteemeetings,andmustreporttotheatitsnextmeeting Committee’s chairman(oranyCommitteememberiftheisunavailable)maypre-approve their opinionsthattheserviceswillnotimpairindependenceofindependentauditor.The independent auditorofthenatureproposedservices,estimatedfees(whenavailable),and pre-approves servicesatregularlyscheduledmeetingsafterdisclosurebymanagementandthe our independentauditor.Wherefeasible,theCommitteeconsidersand,whenappropriate, How doestheAudit Committeepre-approveservicesprovidedbytheindependentauditor? and feesbilledforotherservicesrenderedbyErnst&Young LLPduringthepasttwofiscalyears: Ernst &Young LLPfortheauditofourconsolidated financialstatementsforthepasttwofiscalyears What feeswerepaidtotheindependentauditorin2014and2013? FEES PAID TOAUDITORS 4 2014and2013feesincludeasubscriptionfeetoanon-lineaccountingresearchtool. (4) 2014and2013feesrelateprimarilytotaxcomplianceservices,whichrepresented$1,547,136$1,398,918in (3) 2014and2013feesincludeservicesrelatingtotheemployeebenefitplanaudit. (2) 2013feesincludeforservicesrelatedtoadebtofferingandsale-leasebacktransaction,aswell (1) The Audit Committee pre-approvesallauditandpermissiblenon-auditservicesprovidedby The tablebelowliststheaggregatefeesforprofessionalauditservicesrenderedtousby evc 04AgeaeFe ild()2013AggregateFees Billed($) 2014AggregateFees Billed($) All OtherFees Tax Fees Audit-Related Fees Audit Fees Service related toinventory. tax compliance.Theremainingfeesforeachyearrelatetoconsultingservices,includingadvisoryservices 2014 and2013,respectively,forworkrelatedtoopportunitytaxcreditassistanceforeignsourcingoffices’ services relatedtosecondaryofferingsofourcommonstockbycertainshareholders. (3) (1) (4) (2) ,5,3 1,503,918 2,313,782 1,652,136 2,071,205 00030,000 30,000 ,2 1,920 1,920 56 Proxy 57 Shareholder proposals should be mailed to Corporate Secretary, Dollar General Corporation, Shareholder proposals should be mailed The U.S. securities laws require our executive officers, directors, and greater than 10% and greater than officers, directors, our executive securities laws require The U.S. proxy materials relating to the 2016 annual meeting of be considered for inclusion in our To 100 Mission Ridge, Goodlettsville, Tennessee 37072. Shareholder proposals that are not included in our 37072. Shareholder proposals that are not included 100 Mission Ridge, Goodlettsville, Tennessee at any annual meeting of shareholders unless such proposals proxy materials will not be considered of our Bylaws. have complied with the requirements the close of business on February 27, 2016, and comply with the advance notice provisions of our 27, the close of business on February held by 27, 2016, then the proxies proposal by February Bylaws. If we are not notified of a shareholder to vote against such shareholder proposal even though the our management may provide the discretion materials sent in connection with the 2016 annual meeting of proposal is not discussed in our proxy shareholders. FOR 2016 ANNUAL MEETING FOR 2016 ANNUAL submit proposals that comply with relevant SEC regulations no shareholders, eligible shareholders must must introduce other new business at the 2016 annual meeting, you later than December 4, 2015. To than the close of business on January 28, 2016 and no later than provide written notice to us no earlier representations that no Form 5 reports were required, we believe that each of those persons filed, on a we believe that each of those persons 5 reports were required, no Form representations that filed 1 Taylor except that Ms. the Exchange Act, required by Section 16(a) of timely basis, the reports options to purchase shares of Dollar of performance-based stock 4 to report 1 acquisition late Form targets. of certain financial performance stock resulting from the achievement General common PROPOSALS SHAREHOLDER REPORTING COMPLIANCE REPORTING 3, 4 and 5 with the SEC. in ownership on Forms reports of ownership and changes shareholders to file or written to us during and with respect to 2014, a review of these reports furnished Based solely upon SECTION 16(a) BENEFICIAL OWNERSHIP 16(a) BENEFICIAL SECTION

10-K

10-K No Smaller reporting company None Non-accelerated filer (615) 855-4000 FORM 10-K FORM 100 MISSION RIDGE Washington, D.C. 20549 D.C. Washington, GOODLETTSVILLE, TN 37072 UNITED STATES UNITED Commission file number: 001-11421 Commission file number: For the fiscal year ended January 30, 2015 For (Address of principal executive offices, zip code) (Address Registrant’s telephone number, including area code: Registrant’s (Exact name of registrant as specified in its charter) (Exact name of registrant DOCUMENTS INCORPORATED BY REFERENCE BY DOCUMENTS INCORPORATED SECURITIES EXCHANGE ACT OF 1934 SECURITIES EXCHANGE Accelerated filer Accelerated DOLLAR GENERAL CORPORATION DOLLAR GENERAL Title of each classTitle Name of the exchange on which registered TENNESSEE 61-0502302 SECURITIES AND EXCHANGE COMMISSION EXCHANGE AND SECURITIES No (State or other jurisdiction of(State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) No ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 13 OR TO SECTION PURSUANT REPORT ANNUAL No No Common Stock, par value $0.875 per share Stock Exchange New York Certain of the information required in Part III of this Form 10-K is incorporated by reference to the Registrant’s III of this Form Certain of the information required in Part The aggregate fair market value of the registrant’s common stock outstanding and held by non-affiliates as of The aggregate fair market value of the registrant’s common stock outstanding 12, 2015. The registrant had 303,415,449 shares of common stock outstanding as of March Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated Indicate by check mark whether the registrant is a large accelerated filer, an accelerated 12b-2 of the Exchange Rule Indicate by check mark whether the registrant is a shell company (as defined in Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if has submitted electronically and posted on its corporate Web Indicate by check mark whether the registrant contained S-K is not Regulation Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of Indicate by check mark whether the registrant Securities registered pursuant to Section 12(g) of the Act: 12(g) of the Act: Securities registered pursuant to Section 405 of the Securities is a well-known seasoned issuer, as defined in Rule Indicate by check mark if the registrant Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section definitive proxy statement to be filed for the Annual Meeting of Shareholders to be held on May 27, 2015. definitive proxy statement to be filed for the Annual Meeting of Shareholders Act). Yes Yes Act). as reported on the 1, 2014 was $16.89 billion calculated using the closing market price of our common stock August shareholders this purpose, directors, executive officers and greater than 10% record NYSE on such date ($55.77). For are considered the affiliates of the registrant. incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 10-K or any amendment to this Form III of this Form incorporated by reference in Part filer,’’ ‘‘accelerated filer’’ and ‘‘smaller filer, or a smaller reporting company. See the definitions of ‘‘large accelerated 12b-2 of the Exchange Act. reporting company’’ in Rule Large accelerated filer any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the S-T 405 of Regulation to be submitted and posted pursuant to Rule any, every Interactive Data File required period that the registrant was required to submit and post such preceding 12 months (or for such shorter files). Yes proxy or information statements herein, and will not be contained, to the best of registrant’s knowledge, in definitive Act. Yes Yes Act. Yes Act. 12 months (or for such shorter period that the registrant was of 1934 during the preceding the Securities Exchange Act been subject to such filing requirements for the past 90 days. Yes required to file such reports), and (2) has

10-K or 1 INTRODUCTION Important factors that could cause actual results to differ materially from the expectations Important factors that could cause actual All forward-looking statements are subject to risks and uncertainties that may change at any time, All forward-looking statements are We include ‘‘forward-looking statements’’ within the meaning of the federal securities laws within the meaning of the include ‘‘forward-looking statements’’ We Solely for convenience, our trademarks and tradenames may appear in this report without the may appear in this report without our trademarks and tradenames Solely for convenience, This report contains references to years 2015, 2014, 2013, 2012, 2011, and 2010, which represent 2011, and 2010, 2014, 2013, 2012, to years 2015, contains references This report factors that are important to you. We cannot assure you that we will realize the results or developments cannot assure you that we will realize factors that are important to you. We consequences or affect us in we anticipate or, even if substantially realized, that they will result in the undertake no date hereof. We statements are made only as of the the way we expect. Forward-looking a result of new information, obligation to publicly update or revise any forward-looking statement as future events or otherwise, except as otherwise required by law. expressed in our forward-looking statements are disclosed under ‘‘Risk Factors’’ in Part I, Item 1A and in Part are disclosed under ‘‘Risk Factors’’ expressed in our forward-looking statements without limitation, in conjunction with the forward-looking elsewhere in this document (including, and Estimates’’). All Policies heading ‘‘Critical Accounting statements themselves and under the other cautionary statements that forward-looking statements are qualified in their entirety by these and should evaluate You we make from time to time in our other SEC filings and public communications. may not contain all of the such statements in the context of these risks and uncertainties. These factors so our actual results may differ materially from those that we expected. We derive many of these from those that we expected. We so our actual results may differ materially and forecasts, which are based on many detailed assumptions statements from our operating budgets it is very difficult to predict the effect of known factors, and that we believe are reasonable. However, could affect our actual results. we cannot anticipate all factors that ‘‘project,’’ ‘‘plan,’’ ‘‘expect,’’ ‘‘estimate,’’ ‘‘forecast,’’ ‘‘goal,’’ ‘‘potential,’’ ‘‘opportunity,’’ ‘‘intend,’’ ‘‘will ‘‘project,’’ ‘‘plan,’’ ‘‘expect,’’ ‘‘estimate,’’ similar expressions that concern our strategy, plans, intentions or likely result,’’ or ‘‘will continue’’ and and example, all statements relating to our estimated results. For beliefs about future occurrences or results of operations, financial condition and liquidity; our plans, projected expenditures, cash flows, operations, growth or initiatives; or the expected outcome or objectives and expectations for future or initiatives, pending or threatened litigation or audits are effect of legislative or regulatory changes forward-looking statements. Cautionary Disclosure Regarding Forward-Looking Statements Forward-Looking Regarding Cautionary Disclosure under the headings ‘‘Business,’’ ‘‘Management’s Discussion and throughout this report, particularly 8—Commitments and of Operations,’’ and ‘‘Note Results Analysis of Financial Condition and identify these statements because they are not limited to can Contingencies,’’ among others. You as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘believe,’’ ‘‘anticipate,’’ historical fact or they use words such which consisted of 53 weeks. All of the discussion and analysis in this report should be read with, and analysis in this report should be read 53 weeks. All of the discussion and which consisted of Statements and related notes. by, the Consolidated Financial is qualified in its entirety under will not assert, to the fullest extent is not intended to indicate that we TM symbol which and tradenames. rights or the right to these trademarks applicable law, our General 1, 2013, February January 31, 2014, January 30, 2015, January 29, 2016, ending or ended fiscal years closest to year ends on the Friday 28, 2011, respectively. Our fiscal 3, 2012, and January February of 2011 52-week years, with the exception of the years listed will be or were January 31, and each 10-K proposition isevidencedbythefollowingattributesof ourbusinessmodel: profitably coexistalongsidelargerretailersinmorecompetitive markets.Ourvalueandconvenience convenience allowsustosucceedinsmallmarketswith limitedshoppingalternatives,aswellto day!’’ summarizesourappealtocustomers.We believeourabilitytoeffectivelydeliverbothvalueand retailers aswellconvenience,drugandgroceryretailers. Ourslogan‘‘Savetime.Savemoney.Every shopping formatcreateacompellingexperience thatdistinguishesusfromotherdiscount national brandandqualityprivateproductsinconvenientlocationsoureasy‘‘inout’’ retailers and,webelieve,isaresultofourcompellingvalueandconvenienceproposition. regardless ofeconomicconditions,suggeststhatwehavealesscyclicalbusinessmodelthanmost and returnsforourshareholders. our merchandiseselectionsandpricingaccordingly,whileremainingfocusedonincreasingprofitability located, small-boxstores.We continuallyevaluatetheneedsanddemandsofourcustomersmodify supplemented withavarietyofgeneralmerchandiseitems,ateverydaylowpricesinconveniently model: providingabroadbaseofcustomerswiththeirbasiceverydayandhouseholdneeds, Our BusinessModel sold itsremainingsharesofourcommonstock. publicly traded,andinDecember2013theentitycontrolledbyinvestmentfundsaffiliatedwithKKR Kohlberg KravisRoberts &Co.L.P., orKKR.InNovember2009ourcommonstockagainbecame 1968 untilJuly2007,whenwemergedwithanentitycontrolledbyinvestmentfundsaffiliated and reincorporatedin1998asaTennessee corporation.Ourcommon stockwaspubliclytradedfrom opened ourfirstDollarGeneralstore.We changedournametoDollarGeneralCorporationin1968 incorporated asaKentuckycorporationunderthenameJ.L.Turner &Son,Inc.in1955,whenwe Our History feet. through ourconvenientsmall-boxlocations,withsellingspaceaveragingapproximately7,400square discounts tonationalbrands.We offerourmerchandiseateverydaylowprices(typically$10orless) manufacturers, aswellcomparablequalityprivatebrandselectionswithpricesatsubstantial home productsandapparel.Ourmerchandiseincludeshighqualitynationalbrandsfromleading eastern UnitedStates.We offerabroadselectionofmerchandise,includingconsumables,seasonal, located in43statesasofFebruary 27,2015,primarilyinthesouthern,southwestern,midwesternand General BUSINESS ITEM 1. We arethelargestdiscountretailerin UnitedStatesbynumberofstores,with11,879stores • Compelling Value andConvenienceProposition. In fiscalyear2014,weachievedour25 Our longhistoryofprofitablegrowthisfoundedonacommitmenttorelativelysimplebusiness J.L. Turner foundedourCompanyin1939as J.L.Turner andSon,Wholesale.We were trip frequencyandmakesus anattractivealternativetolargediscountandother large-boxretail or a10-minutedrive,ofour stores.Ourcloseproximitytocustomersdrivescustomer loyaltyand closely surroundingneighborhoods.Themajorityofour customerslivewithinthreetofivemiles, fewer than20,000.Inmoredenselypopulatedareas, our small-boxstorestypicallyservethe urban communities,currentlywithapproximately70% servingcommunitieswithpopulationsof Convenient Locations. Our storesareconvenientlylocatedinavarietyofrural, suburbanand th consecutiveyearofsame-storesalesgrowth.Thisgrowth, PART I PART 2 Our abilitytodeliverhighlycompetitivepriceson 10-K Our research indicates that we offer a price Our research indicates 3 We also provide customers with a highly convenient shopping with a highly provide customers also We We believe we have substantial long-term growth potential in the believe we have substantial long-term growth We We believe our customer-driven merchandise mix and attractive believe our We purchasing power. Most items are priced at $10 or less, with approximately 25% at $1 or less. purchasing power. Most items are priced everyday low prices in addition to offering offer quality nationally advertised brands at these We brands at value prices. our own comparable quality private product offering includes most necessities, such as basic packaged and refrigerated food and and refrigerated as basic packaged necessities, such includes most product offering cards, and beauty care items, greeting supplies, paper products, health dairy products, cleaning supplies, among others. Our convenient hardware and automotive basic apparel, housewares, to fulfill their routine shopping offering allow our customers hours and broad merchandise minimize their need to shop elsewhere. requirements and on Quality Merchandise. Everyday Low Prices even our prices are highly competitive with food and drug retailers and that advantage over most to emphasis on affordability continues retailers. As such, we believe our the largest discount unit share, and dollar share as indicated customers, propelling growth in sales, resonate with our everyday low prices on quality merchandise share gains. Our ability to offer in syndicated market our strategy to maintain a limited number low-cost operating structure and is supported by our category, which we believe helps us maintain strong of stock keeping units (‘‘SKUs’’) per and grocery stores which are often located farther away. Our low-cost economic model enables economic away. Our low-cost often located farther stores which are and grocery households. fewer than 1,500 many areas with us to serve Experience. Shopping Time-Saving Our near the front entrance. to locate parking size allows us Our stores’ smaller experience. In 2014 we continued to innovate in our ongoing pursuit to maximize the sales productivity of our In 2014 we continued to innovate in our ongoing pursuit to maximize the Drive Productive Sales Growth. We believe we continue to have significant opportunities to drive profitable growth by continuing believe we continue to have significant opportunities We Substantial Growth Opportunities. a relatively low initial investment and simple, low cost Our attractive store economics, including • • comparable same-store sales after the anniversary. Among other initiatives, we further expanded our comparable same-store sales after the anniversary. Among other initiatives, focus on $1 to $5 items, with perishables offerings to meet the needs of our customer and renewed our tobacco products and more than 75% of our SKUs at 2014 year-end priced at $5 or less. Selling and attracts new customers perishables drives more frequent shopping trips by our existing customers believe we have opportunities to by making our stores more relevant to a broader customer base. We value proposition, combined with the impact of our remodeled and relocated stores provide a strong value proposition, combined with the impact of our remodeled and relocated same-store sales increased basis for increased same-store sales. On a comparable 52-week basis, our square foot, based on total 2.8% in 2014, 3.3% in 2013 and 4.7% in 2012. Our average net sales per stores, increased to $223 in 2014 from $220 in 2013 and $216 in 2012. products with positive stores, experiencing continued success of our 2013 introduction of tobacco fixed income consumers, segments of the U.S. population that have continued to grow over the past fixed income consumers, segments of growth and believe our four key operating priorities are critical to the long-term several years. We priorities are 1) drive productive sales growth; 2) enhance our gross profitability of our company. These and information technology to reduce costs; and profit rate; 3) leverage process improvements culture of serving others. 4) strengthen and expand Dollar General’s opportunities to continue our profitable store growth strategy. opportunities to continue our profitable Our Operating Priorities model, which is largely focused on serving the needs of low and to expand upon our simple business U.S. We have identified significant opportunities to add new stores in both existing and new markets. have identified significant opportunities U.S. We relocate or remodel locations within our existing store base to In addition, we have opportunities to better serve our customers. grow our store base to current levels and provide us significant operating model have allowed us to 10-K creating anenvironmentthat attractsandretainskeyemployeesthroughoutthe organization.For the providing clean,well-stocked storeswithqualityproductsatlowprices.For employees, thismeans our long-termsuccess.For customersthismeanshelping them ‘‘Savetime.Savemoney.Everyday!’’by key tothecultureofDollarGeneralformanyyearsand werecognizetheimportanceofthismissionto Part II,Item7ofthisreport. Management’s DiscussionandAnalysisofFinancialCondition andResults ofOperationscontainedin caused certainexpensesin2014tobehigherthan 2013, asexplainedinfurtherdetail expenses thatarewithinourcontrol.Factors primarilyrelatedtoourcashincentive compensationplan savings fromourminingforcostreductioninitiatives and willremainfocusedoncontrollingthose procurement initiativeandotherexpensereductionefforts. In2015,weexpecttoachievefurther store laborasapercentageofsales.Inaddition,werealized costsavingsfromourcentralized made furtherprogressinsimplifyingourstoreprocesses.Thiscontributedtoareduction efforts toimproveourcoststructureandenhanceefficienciesthroughouttheorganization,in2014we have highergrossprofitratesthanconsumables. selection tomeetourcustomers’needsinhome,apparelandseasonalcategories,whichgenerally incremental distributionandtransportationefficiencies.We alsoplantocontinuerefineourproduct further expansionofourprivatebrands,foreignsourcing,theuseonlineprocurementauctionsand transportation anddistributioncostsaswelleffortstominimizeinventorydamages. sales levelingoffin2014comparedto2013.Inaddition,wemaintainanongoingfocusonreducing to improveinventoryshrinkagearehavinganimpact,withourrateasapercent frequent shoppingtrips,higheraverageticket,andattractingnewcustomers.We believeourinitiatives Importantly, webelievethesecategoriesareinstrumentaltoattainingourgoalsofdrivingmore profit dollarsduring2014,although,asexpected,atalowergrossratepercentageofsales. continued expansionofperishablefooditemscontributedsignificantlytoincreasesinsalesandgross generally havehighergrossprofitrates.Asuccessfulfirstfullyearofofferingtobaccoproductsandour and changestoourproductselection,suchasalternatenationalbrandsprivatebrands,which pricing andmerchandisingoptions,includinglimitedzonepricing,markdownoptimizationstrategies on. To strengthenouradherencetothisstrategyandstillmaximizegrossprofit,weutilizevarious gross profitrate. visibility andaccessibilityortoobtainmoreattractiveleaseterms. stores toupdateourappearanceandrelocateincreasesquarefootage,whereneeded,improve continue toexpandinourcoremarketsaswellnewerstates.We alsoplantocontinueremodel base in2016.In2015,weplantoopen730newstoresandincreaseoursquarefootageby6%as site selectiontechnologyaffirmsourconfidenceinabilitytoacceleratetheexpansionofstore footage byover6%.We investsignificanttimeandenergyintoanalyzingnewstoreopportunities.Our operate successfulnewstores.In2014,weopened700storesandincreasedoursellingsquare growth. We haveconfidenceinourrealestate disciplinesandinourabilitytoidentify,open coupons viatheinternet,smartphonesandsimilardevices. successful launchofourDGDigitalCouponsprogram,whichallowscustomerstoaccessdigital pricing andmarkdownoptimizationadditionalmerchandisinginitiatives,suchasfurtheringthe increase ourstoreproductivityin2015throughcontinuedimprovementsspaceutilization, Our newstoreexpansionstrategyalsoisacriticalelementofourprioritytodriveproductivesales Strengthen andExpandOurCultureofServingOthers. Leverage ProcessImprovementsandInformationTechnology toReduce Costs. Over thelongterm,wewillcontinueoureffortstoreduceproductcoststhroughshrinkreduction, We strategythatourcustomerscandepend remaincommittedtoaneverydaylowprice(‘‘EDLP’’) Enhance OurGrossProfitRate. Another keycomponentofourgrowthstrategyisenhancing 4 The missionof‘‘ServingOthers’’hasbeen As partofourongoing 10-K 6.4% 6.4%5.5% 6.6% 5.5% 5.9% 2014 2013 2012 75.7% 75.2% 73.9% 12.4% 12.9% 13.6% 5 ...... Consumables Seasonal Home products Apparel The typical Dollar General store has, on average, approximately 7,400 square feet of selling space The typical Dollar General store has, on average, approximately 7,400 Our seasonal and home products categories typically account for the highest gross profit margins, Our seasonal and home products categories typically account for the highest The percentage of net sales of each of our four categories of merchandise for the fiscal years The percentage of net sales of each Seasonal products include decorations, toys, batteries, small electronics, greeting cards, stationery, Seasonal products include decorations, cookware, small appliances, light bulbs, storage Home products includes kitchen supplies, for infants, toddlers, girls, boys, women and men, as well Apparel includes casual everyday apparel Our stores generally offer approximately 11,000 total SKUs per store; however, the number of SKUs per store; however, the number offer approximately 11,000 total Our stores generally and includes paper and cleaning products (such as paper Consumables is our largest category We offer a focused assortment of everyday necessities, which drive frequent customer visits, and everyday necessities, which drive offer a focused assortment of We The Dollar General Store managers, and three or more and is typically operated by a store manager, one or more assistant store and 32% are in strip sales associates. Approximately 68% of our stores are in freestanding buildings and the consumables category typically accounts for the lowest gross profit margin. and the consumables category typically accounts for the lowest gross profit as socks, underwear, disposable diapers, shoes and accessories. as socks, underwear, disposable diapers, indicated below was as follows: prepaid phones and accessories, gardening supplies, hardware, automotive and home office supplies. prepaid phones and accessories, gardening and kitchen, bed and bath soft goods. containers, frames, candles, craft supplies towels, bath tissue, paper dinnerware, trash and storage bags, laundry and other home cleaning towels, bath tissue, paper dinnerware, canned soups and vegetables, condiments, spices, sugar and supplies); packaged food (such as cereals, bread, frozen meals, beer and wine); snacks (including candy, flour); perishables (such as milk, eggs, beverages); health and beauty (including cookies, crackers, salty snacks and carbonated care products, such as soap, body wash, shampoo, dental over-the-counter medicines and personal (including pet supplies and pet food); and tobacco products. hygiene and foot care products); pet SKUs in a given store can vary based upon the store’s size, geographic location, merchandising can vary based upon the store’s SKUs in a given store Most of our products are priced at $10 or less, with initiatives, seasonality, and other factors. our merchandise into four separate over 75% at $5 or less. We approximately 25% at $1 or less and 3) home products; and 4) apparel. categories: 1) consumables; 2) seasonal; opportunity for our customers to address most of their basic shopping needs with one trip. We sell We basic shopping needs with one trip. customers to address most of their opportunity for our & Gamble, PepsiCo, such as Procter brands from leading manufacturers high-quality national are typically Clark, Kellogg’s and Nabisco, which General Mills, Unilever, Kimberly Coca-Cola, Nestle, brand consumables offer even greater our private prices elsewhere. Additionally, found at higher retail brand equivalent products at substantial to purchase value items and national value with options brand. discounts to the national shareholders, this means meeting their expectations of an efficiently and profitably run organization and profitably of an efficiently their expectations this means meeting shareholders, and integrity. with compassion that operates Our Merchandise the Our product assortment provides range of general merchandise categories. key items in a broad public, this means giving back to our store communities through our charitable and other efforts. For and other efforts. our charitable through to our store communities means giving back public, this 10-K an inabilitytoobtainalternative sourcescouldadverselyaffectoursales. alternative sourcescouldincreaseourmerchandisecosts orreducethequalityofourmerchandise,and obtain alternativesourceswithoutexperiencingasubstantial disruptionofourbusiness.However,such if oneormoreofourcurrentsourcessupplybecame unavailable,wewouldgenerallybeableto dollars. value) in2014.Ourvendorarrangementsgenerallyprovide forpaymentsuchmerchandiseinU.S. approximately $770millionor6%ofourpurchasesat cost(9%ofourpurchasesbasedontheirretail purchases in2014.Ourprivatebrandscomefromadiversified supplierbase.We directlyimported suppliers. Ourlargestandsecondsupplierseach accountedforapproximately7%ofour maintain onlyalimitednumberofSKUspercategory, givingusapricingadvantageindealingwithour Nestle, GeneralMills,Unilever,KimberlyClark,Kellogg’sandNabisco.Despiteourbroadoffering,we with manyproducersofnationalbrandmerchandise,suchasProcter &Gamble,PepsiCo, Coca-Cola, Our Suppliers pleasant overallcustomerexperience. selection, in-stocklevels,pricing,targetedadvertising,storestandards,convenientsitelocations,anda stages appreciateourqualitymerchandiseaswellattractivevalueandconvenienceproposition. same time,however,loyalDollarGeneralshoppersfromawiderangeofincomebracketsandlife other retailers,andwearefocusedonhelpingthemmakethemostoftheirspendingdollars.At the serve theneedsofourcorecustomers,lowandfixedincomehouseholdsoftenunderservedby meet mostessentialneeds.We generallylocateourstoresandplanmerchandiseselectionstobest to makingperiodictripsstockuponhouseholditems,weeklyormorefrequent proximity, customers’relianceonDollarGeneralvariesfromusingforfill-inshopping, Our Customers we havesignificantopportunitiesavailableforourrelocationandremodelprograms. there isampleopportunityfornewstoregrowthinexistingandmarkets.Inaddition,webelieve as thesizeandlocationofstorenumbercoolersappropriateforlocation. investment innewstoresandrelocationsvariesdependingontheleasestructureorownershipaswell deliver lowretailpriceswhilegeneratingstrongcashflowsandinvestmentreturns.Ourinitialcapital operating costs,andafocusedmerchandiseofferingwithinbroadrangeofcategories,allowingusto stores. shopping centers.Mostofourcustomerslivewithinthreetofivemiles,ora10minutedrive, Our storegrowthoverthepastthreeyearsissummarizedinfollowingtable: We generallyhavehadgoodsuccessinlocating suitablestoresitesinthepast,andwebelievethat Our typicalstorefeaturesalowcost,nofrillsbuildingwithlimitedmaintenancecapital, We haveconsistentlymanagedtoobtainsufficientquantitiesofcoremerchandiseandbelieve that, We purchasemerchandisefromawidevarietyofsuppliersandmaintaindirectbuyingrelationships To attractnewandretainexistingcustomers,wecontinuetofocusonproductquality, Our customersseekvalueandconvenience.Dependingontheirfinancialsituationgeographic ero erOee lsdIces EndofYear Increase Closed Opened ofYear 2014 2013 2012 Year ...... einn trsSoe tr Storesat Store Stores Stores Beginning trsa Net Stores at 112704 5 11,789 11,132 657 626 43 24 700 650 11,132 10,506 ,3 2 65910,506 569 56 625 9,937 6 10-K distribution center in San Antonio, center in San distribution th 7 Our business is seasonal to a certain extent. Generally, our highest sales volume occurs in the Our business is seasonal to a certain Most of our merchandise flows through our distribution centers and is delivered to our stores by centers and is delivered to our stores flows through our distribution Most of our merchandise Our stores are currently supported by twelve distribution centers located strategically throughout located strategically distribution centers by twelve are currently supported Our stores financial transactions such as stock repurchases. We typically purchase substantial amounts of inventory typically purchase repurchases. We financial transactions such as stock shipping and payroll costs in anticipation of increased sales in the third quarter and incur higher addition, we carry merchandise during our fourth quarter that we activity during the fourth quarter. In such as gift sets, holiday decorations, certain baking items, and do not carry during the rest of the year, a broader assortment of toys and candy. Seasonality selling season, and the lowest occurs in the first quarter. fourth quarter, which includes the Christmas be affected by the timing of certain holidays, the timing of new In addition, our quarterly results can amount of sales contributed by new and existing stores, as well as store openings and store closings, the with trucking firms are based on estimated costs of diesel fuel, with the difference in estimated and fuel, with the difference in estimated are based on estimated costs of diesel with trucking firms global oil 2014, we began to see a decline in costs passed through to us. In late current market fuel on the price of diesel fuel. The costs of diesel fuel are prices which had a corresponding effect political and economic circumstances. If fuel price increases significantly influenced by international, fuel supply shortages or unusual price volatility, the resulting were to occur for any reason, including our transportation costs. higher fuel prices could materially increase initiatives as well as our new store growth. We continually analyze and rebalance the network to ensure analyze and rebalance the network continually as our new store growth. We initiatives as well for additional stores require. See ‘‘—Properties’’ and provides the service our that it remains efficient to our distribution centers. information pertaining experienced 2014, the entire trucking industry firms, utilizing our trailers. During third-party trucking our agreements transportation costs. Further, and these shortages affected our driver capacity issues our geographic footprint. We have also broken ground on our 13 have also broken footprint. We our geographic temporary warehouse lease additional We the end of 2015. be operational by we expect to which Texas have made significant past few years we needs. Over the our distribution necessary to support space as work upgrades, and we continue to improve technological improvements and investments in facilities, operations to support our merchandising and increase our efficiency and ability processes, all of which Distribution and Transportation Distribution 10-K training, motivatingandretaining employees,andwebelievethatthequality,performance andmorale and distributioncenter administrativepersonnel.We haveincreasingly focusedonrecruiting, including divisionalandregionalmanagers,district storemanagers,otherpersonnel Our Employees See ‘‘—OurBusinessModel’’aboveforfurtherdiscussion ofourcompetitivesituation. average costslow,contributingtoourabilityoffer competitive everydaylowpricestoourcustomers. of merchandisewithinourfocusedassortmentineach merchandisecategoryallowsustokeepour operating structureandtherelativelylimitedassortment ofproductsoffered.Purchasinglargevolumes convenient, small-storeformat.We believethatourpricesare competitivedueinparttoourlowcost financial, distribution,marketingandotherresourcesthanwedo. Kroger, Aldi,Walgreens, CVS,andRiteAid,amongothers.Certain ofourcompetitorshavegreater Dollar Tree, Fred’s, 99CentsOnlyandvariouslocal,independent operators,aswellWalmart, Target, engage inextensiveadvertisingandmarketingefforts.OurdirectcompetitorsincludeFamily Dollar, other retailcompaniesoperatestoresinmanyoftheareaswhereweoperate,andthem merchandise, warehouseclub,grocery,drug,convenience,varietyandotherspecialtystores.These customer service.We compete withdiscountstoresandmanyotherretailers,includingmass to price,storelocation,merchandisequality,assortmentandpresentation,in-stockconsistency, Our Competition comprised of13weeks. each ofthequartersourthreemostrecentfiscalyears.Eachreflectedbelowwere The followingtablereflectstheseasonalityofnetsales,grossprofit,andincomebyquarterfor As ofFebruary 27,2015,weemployedapproximately105,500full-timeand part-timeemployees, We differentiateourselvesfromotherformsofretailingbyofferingconsistentlylowpricesin a We operateinthebasicdiscountconsumergoodsmarket,whichishighlycompetitivewithrespect c Includesexpenses,netofincometaxes,$17.7millionrelatedtotheredemption (c) Includesexpenses,net of incometaxes,$11.5millionrelatedtothetermination (b) Includesexpenses,netofincometaxes,$7.4 millionand$1.3million,respectively, (a) Net income(c) Gross profit Net sales 1 Year EndedFebruary 1,2013 Net income(b) Gross profit Net sales Year EndedJanuary31,2014 Net income(a) Gross profit Net sales Year EndedJanuary30,2015 (in millions) long-term obligationsinthesecondquarterof2012. credit facilitiesinthefirstquarterof2013. related toanattemptedbusinessacquisitioninthethirdandfourthquartersof2014...... 3912$,4. 3946$4,207.6 $3,964.6 $3,948.7 $4,493.9 $3,901.2 $4,381.8 $4,394.7 $4,939.1 $4,233.7 $4,724.4 $4,724.0 $4,522.1 st ,2. ,6. ,2. 1,367.8 1,226.1 1,263.2 1,434.8 1,228.3 1,328.5 1,377.3 1,565.4 1,295.1 1,423.7 1,455.6 1,357.7 Qatr2 Quarter 8 1. 1. 0. 317.4 207.7 322.2 214.1 237.4 213.4 355.4 245.5 236.3 220.1 251.3 222.4 nd Qatr3 Quarter rd Qatr4 Quarter th Quarter 10-K , , , Bobbie Brooks , Forever Pals , Forever , Open Trails , DG Deals , DG , Sweet Smiles 9 along with variations and formatives of these along with variations TM , Clover Valley , trueliving , and Ever Pet , Smart & Simple , Dollar General Market , Holiday Style , OT Sport We also hold an exclusive license to the Rexall brand through March 5, 2020. brand through to the Rexall also hold an exclusive license We or furnish to the Securities file with We Our Internet website address is www.dollargeneral.com. We own marks that are registered with the United States Patent and Trademark Office and are Office and and Trademark Patent United States registered with the marks that are own We maintains an internet site that contains reports, proxy and information statements and other maintains an internet site that contains as Dollar General, that file electronically with the SEC. The address information regarding issuers, such of that website is http://www.sec.gov. shareholders, and, from time to time, registration statements and other documents. These documents shareholders, and, from time to time, on or through the Investor Information section of our website are available free of charge to investors we electronically file them with or furnish them to the SEC. In as soon as reasonably practicable after any of the materials we file with the SEC at the SEC’saddition, the public may read and copy Public public may obtain information on DC 20549. The at 100 F Street, NE, Washington Room Reference 1-800-SEC-0330. The SEC by calling the SEC at Room the operation of the Public Reference Available Information Available 10-Q, and Exchange Commission (the ‘‘SEC’’) 10-K, quarterly reports on Form on Form annual reports to those reports, proxy statements and annual reports to 8-K, and amendments current reports on Form I*Magine Comfort Bay our trademarks attempt to obtain registration of as certain other trademarks. We trademarks as well of those marks. Our trademark and to pursue vigorously any infringement whenever practicable are that the trademark registrations various expiration dates; however, assuming registrations have they have a perpetual duration. properly renewed, agreements. Our Trademarks including without limitation the trademarks intellectual property laws, protected under applicable Dollar General of our employees have increased as a result. We currently are not a party to any collective bargaining are not a party to currently We as a result. have increased of our employees 10-K factors thatcaninfluenceresults adversely.Failure toachievesuccessfulimplementation of our relies onconsistencyoftraining, stabilityofworkforce,easeexecution,andthe absenceofoffsetting be negativelyaffectedbyotherriskfactorsdescribed herein. Successfulsystemwideimplementation of ourstoresandthedecentralizednaturefield management.Generalimplementationalsomay cannot beduplicatedinbroaderimplementation,particularly inlightofthediversegeographiclocations general. Itispossiblethatsuccessfultestingcanresult partiallyfromresourcesandattentionthat inherently riskyanduncertain,evenwhentestedsuccessfully, intheirapplicationtoourbusiness our resultsofoperationsandfinancialcondition to achieveourfinancialplans.Theseinitiativesare stages oftesting,evaluation,andimplementation,upon whichweexpecttorelycontinueimprove brand, distributionandtransportation,storeoperations, expensereduction,andrealestate)invarious our performanceadversely. efficiencies, costsandeffectivenessofouroperations, failuretoachieveorsustaintheseplanscouldaffect affect oursalesorprofitability.We havelimitedornoabilitytocontrolmanyofthesefactors. adverse consequenceswhichweareunabletofullyanticipateorcontrol,allofmayadversely our costofgoodssoldandselling,generaladministrativeexpenses,mayhaveother with internationaltrade,changesinotherlawsandregulationseconomicfactors,alsoaffect exchange ratefluctuations,leasecosts,measuresthatcreatebarrierstoorincreasethecostsassociated transportation costs(includingtheofdieselfuel),labor,insuranceandhealthcare,foreign government subsidiessuchasunemploymentandfoodassistanceprograms. mandated participationinhealthinsuranceprogramsandincreasinghealthcarecosts,decreases consumer debtlevels,highertaxratesandotherchangesinlaws,concernsovergovernment levels, inflation,increasesinfuelorotherenergycostsandinterestrates,lackofavailablecredit, adverse economicconditionssuchasincreasedorsustainedhighunemploymentunderemployment customers’ disposableincomeandoverwhichweexercisenoinfluenceincludebutarenotlimitedto products wesell,andareductioninprofitabilityduetolowermargins.Factors thatcouldreduceour net sales,decreasesininventoryturnover,greatermarkdownsoninventory,achangethemixof other thanthosesoldbyusortoourlessprofitableproductchoices,allofwhichcouldresultinlower decrease ourcustomers’spendingandcouldcausecustomerstoshifttheirproducts discretionary spendingdollars.Anyfactorthatcouldadverselyaffectdisposableincomewould affecting oursalesorprofitability. spending, increasingourcostsofgoodssoldandselling,generaladministrativeexpenses,adversely and otheraspectsofourbusinessbynegativelyimpactingcustomers’disposableincomeordiscretionary successful. representation thatourriskmitigationefforts,althoughwebelievetheyarereasonable,willbe us orthatwecurrentlyviewtobeimmaterial.We canprovidenoassuranceandmake affected byadditionalfactorsthatapplytoallcompaniesgenerallyorrisksnotcurrentlyknown risks weface.Ourbusiness,financialcondition,resultsofoperationsorliquiditycouldalsobeadversely affect ourbusiness,financialcondition,resultsofoperationsorliquidity.Theserisksarenottheonly financial statementsandaccompanyingnotes.Anyofthefollowingriskscouldmateriallyadversely report andotherfilingsthatwemakefromtimetowiththeSEC,includingourconsolidated RISKFACTORS ITEM 1A. Current economicconditionsandotherfactorsmayadverselyaffectourfinancialperformance You shouldcarefullyconsidertherisksdescribed belowandtheotherinformationcontainedinthis We havestrategiesandinitiatives(suchasthoserelatingtomerchandising,sourcing,shrink,private Our plansdependsignificantlyonstrategiesandinitiativesdesignedtoincreasesalesimprovethe Many ofthefactorsidentifiedabovethataffectdisposableincome,aswellcommodityrates, We believemanyofourcustomershave fixed orlowincomesandgenerallyhavelimited 10 10-K 11 Our profitability may be negatively affected by inventory shrinkage. experience significant inventory to the risk of inventory loss and theft. We are subject We Many new stores will be located in areas where we have existing stores. Although we have Many new stores will be located in Delays or failures in opening new stores or completing relocations or remodels, or achieving lower Delays or failures in opening new stores areas where we have little or no meaningful experience or Some new stores may be located in If we cannot open, relocate or remodel stores profitably and on schedule, our planned future growth will on schedule, our planned future growth relocate or remodel stores profitably and If we cannot open, profitable stores is a key component of our planned Our ability to open, relocate and remodel The success of our merchandising initiatives, particularly those with respect to non-consumable particularly those initiatives, of our merchandising The success some level of inventory shrinkage is an unavoidable cost of doing business, if we were to experience some level of inventory shrinkage is an unavoidable cost of doing business, costs to combat inventory theft, higher rates of inventory shrinkage or incur increased security or other our results of operations and financial condition could be affected adversely. thereby adversely affecting our overall financial performance. will decrease in the future or shrinkage and cannot be sure that incidences of inventory loss and theft inventory shrinkage. Although that the measures we are taking will effectively reduce the problem of brand recognition. Those areas may have different competitive and market conditions, consumer tastes brand recognition. Those areas may than our existing markets, as well as higher cost of entry, which and discretionary spending patterns less successful than stores in our existing markets. may cause our new stores to be initially may result in inadvertent experience in these areas, increasing the number of locations in these markets from our existing stores, oversaturation and temporarily or permanently divert customers and sales than expected sales in new stores, could materially adversely affect our growth and/or profitability. We than expected sales in new stores, could imposed by the expansion of our operations and, as a also may not anticipate all of the challenges opening new stores, remodeling or relocating stores or expanding result, may not meet our targets for profitably. part on the following factors: the availability of attractive store locations; the absence of entitlement part on the following factors: the availability to negotiate acceptable lease and development terms; the process or occupancy delays; the ability especially store managers, in a cost effective manner; the ability ability to hire and train new personnel, geographic areas; general economic conditions; and the to identify customer demand in different Many of these factors also affect our ability to successfully availability of capital funding for expansion. beyond our control. relocate stores, and many of them are generated by sales of consumables and maintain our targeted gross profit margins. of consumables and maintain our generated by sales sales. be impeded, which would adversely affect open stores and to expand into additional market areas depends in future growth. Our ability to timely allow us to sell them at an acceptable profit, or to effectively market such products, our sales, market market such products, our at an acceptable profit, or to effectively allow us to sell them our merchandising efforts in the non-consumables could be adversely affected. If share and profitability adversely unsuccessful, we could be further margin areas within consumables are area or the higher Further, with our consumables business. to offset the lower margins associated affected by our inability generate the tobacco products, may not efforts in the consumables area, including our merchandising levels needed to offset the lower margins increase customer traffic to the net sales growth and business, results of operations and financial condition. and financial results of operations business, ability to predict in part upon our allocations, depends products and and store-specific merchandise identify and timely demand and to our customers will the products that and successfully consistently needs. If we preferences, expectations and trends in demographics and consumer respond to evolving costs that to obtain such products at products that are attractive to customers, are unable to select initiatives or the cost of these initiatives exceeding management’s estimates could adversely affect our adversely affect estimates could management’s initiatives exceeding or the cost of these initiatives 10-K and cost-effectivemanner. Using variousmodesoftransportation,includingocean, rail,andtruck,we decrease ourprofits. timely receiptofinventorycouldadverselyimpactsalesor increaseourtransportationcosts,whichwould adverse effectonourbusiness,resultsofoperationsand financialcondition. of ourvendors.Anyfailuretoappropriatelyaddresssome oralloftheseriskscouldhaveasignificant affect salesofourvendors’products,which,inturn,could adverselyaffectourrelationshipwithcertain exclusive brandedofferingsforretail.Anincreasein sales ofourprivatebrandsmayalsoadversely regulatory requirements;andotherrisksgenerallyencountered byentitiesthatsource,sellandmarket parties; ourabilitytosuccessfullyadministerandcomply withapplicablecontractualobligationsand proprietary rightsandsuccessfullynavigateavoid claimsrelatedtotheproprietaryrightsofthird product liabilityrisksandmandatoryorvoluntaryrecalls;ourabilitytosuccessfullyprotect brands. Theexpansionofourprivatebrandofferingsalsosubjectsustocertainrisks,suchas:potential quality andcustomerperception.We maynotachieveormaintainourexpectedsalesforprivate broad marketacceptanceofourprivatebrandsdependsonmanyfactors,includingpricing,costs, marketing effortsrelatingtotheseprivatebrandofferings.We believethatoursuccessinmaintaining profit rateenhancementplans.We haveinvestedinourdevelopmentandprocurementresources could adverselyaffectourfinancialperformance. a widervarietyofproductsandservicesatcompetitivepricesbytheseconsolidatedcompanies,which penetration andotherimprovementsintheircompetitivepositions,aswellresulttheprovisionof competitors withgreatlyimprovedfinancialresources,accesstomerchandise,greatermarket significantly alterthecompetitivedynamicsofretailmarketplace.Thisconsolidationmayresultin into ourindustryinasignificantway.Further, consolidationwithinthediscountretailindustrycould recognition oftheselargercompetitorsandtotheriskthatorotherscouldventure more competition.We remain vulnerabletothemarketingpowerandhighlevelofconsumer box formats,andincreasingthepaceatwhichtheywillopensmallproduce continue toincrease.Inaddition,someofourlargeboxcompetitorsareormaybedevelopingsmall facilitates onlineshoppingandreal-timeproductpricecomparisons.We expect thiscompetitionto presence in,ourgeographicmarketsandfromtheuseofmobileweb-basedtechnologythat retail markets,itcouldadverselyaffectourfinancialperformance. suppliers thanwecan.Iffailtorespondeffectivelycompetitivepressuresandchangesinthe marketing andotherresourcesthanwedomaybeabletosecurebetterarrangementswith our marginsandfinancialperformance.Certainofcompetitorshavegreaterfinancial,distribution, in responsetoincreasedcostswithoutlosingcompetitiveposition.Thislimitationmayadverselyaffect like ours,duetocustomerdemographicsandotherfactors,mayhavelimitedabilityincreaseprices thus thelowermargins,thatmayberequiredtomaintainourcompetitiveposition.Also,companies subjects ustotheriskofadverseimpactourfinancialperformancebecauselowerprices,and club, grocery,drug,convenience,varietyandotherspecialtystores.Thiscompetitiveenvironment customers, andemployees.We competewithretailersoperatingdiscount,massmerchandise,warehouse assortment andpresentation,in-stockconsistency,customerservice,aggressivepromotionalactivity, performance. The retailbusinessishighlycompetitivewithrespecttoprice,storelocation,merchandisequality, We faceintensecompetitionthatcouldlimit ourgrowthopportunitiesandadverselyimpactfinancial We relyonour distributionandtransportationnetworktoprovide goods toourstoresinatimely A significantdisruptiontoourdistributionnetwork,the capacityofourdistributioncentersortothe The saleofprivatebranditemsisanimportantcomponentourfuturesalesgrowthandgross Our privatebrandsmaynotmaintainbroadmarketacceptanceandincreasetherisksweface. Competition forcustomershasintensifiedascompetitorshavemovedinto,orincreasedtheir 12 10-K 13 We directly imported approximately 6% of our purchases (measured at cost) in 2014, but many of directly imported approximately 6% of our purchases We Risks associated with or faced by our suppliers could adversely affect our financial performance. Risks associated with or faced by our a wide variety of domestic and international suppliers, and The products we sell are sourced from We maintain a network of distribution facilities and have plans to build new facilities to support facilities and have plans to maintain a network of distribution We our imported merchandise still comes from China, and thus, a change in the Chinese leadership, our imported merchandise still comes from China, and thus, a change in negatively impact our internal economic stimulus actions, or currency or other policies could tariffs and other impositions merchandise costs. In addition, the United States’ foreign trade policies, on the importation of on imported goods, trade sanctions imposed on certain countries, the limitation our standards, issues with labor practices of our suppliers or labor problems they may experience (such our standards, issues with labor practices of our suppliers or labor problems during and following the as strikes, stoppages or slowdowns, which could also increase labor costs import duties, merchandise disruption), the availability and cost of raw materials to suppliers, increased cost, transport security, quality or safety issues, currency exchange rates, transport availability and which they are located or from inflation, and other factors relating to the suppliers and the countries in operations and profitability. which they import, are beyond our control and could adversely affect our China, a substantial amount of While we are working to reduce our dependency on goods produced in and damage to our reputation. their products or components of their products. Changes to the our domestic vendors directly import reason, such as political unrest or acts of war, currency prices and flow of these goods for any instability in the countries fluctuations, disruptions in maritime lanes, port labor disputes, and economic suppliers’ failure to meet in which foreign suppliers are located, the financial instability of suppliers, our current sources of supply became unavailable, we would generally be able to obtain alternative our current sources of supply became disruption of our business. However, such alternative sources sources without experiencing a substantial result in a temporary reduction in store inventory levels, and could increase our merchandise costs, and an inability to obtain alternative sources could adversely reduce the quality of our merchandise, on its commitments, whether due to financial if a supplier fails to deliver affect our sales. Additionally, experience merchandise out-of-stocks that could lead to lost sales difficulties or other reasons, we could we are dependent on our vendors to supply merchandise in a timely and efficient manner. In 2014, our we are dependent on our vendors to have not experienced each accounted for 7% of our purchases. We largest and second largest suppliers quantities of core merchandise and believe that, if one or more of any difficulty in obtaining sufficient transportation costs. In addition, distribution-related construction or expansion projects entail risks that construction or expansion projects entail In addition, distribution-related transportation costs. stoppages; of materials or skilled labor; work and cost overruns, such as: shortages could cause delays weather or geological problems; scheduling, engineering, environmental unforeseen construction, losses; and unanticipated cost increases. The completion date and interference; fires or other casualty differ significantly from initial expectations due to construction- ultimate cost of these projects could on time or within cannot guarantee that any project will be completed related or other reasons. We established budgets. or long-term disruptions to the national and international transportation infrastructure that lead to transportation infrastructure that to the national and international or long-term disruptions or our securing alternative labor of deliveries or which would necessitate delays or interruptions negatively affect our business. could also increase our costs or otherwise shipping suppliers financial centers could adversely affect our future Delays in opening distribution our growth objectives. reduce revenue growth, or by increasing store growth, which may in turn performance by slowing occur from our distribution centers or directly from our vendors. Any disruption, unanticipated or Any disruption, from our vendors. centers or directly our distribution occur from operations negatively. could affect store to this process failure related or operational unusual expense fuel costs, through increased costs (including in transportation delays or increases example, delivery For in transportation a decrease of driver shortages, wages as a result carrier rates or driver increased our slowdowns) could significantly decrease shipments, or work stoppages or capacity for overseas and earn profits. Laborability to make sales industry work stoppages in the transportation shortages or and our vendors move goods from vendor locations to our distribution centers. Deliveries to our stores Deliveries to our centers. to our distribution from vendor locations move goods and our vendors 10-K proceedings, regulatoryactions orotherlitigation.Thenumberofemployment-related classactions shareholders, governmentagencies andothersthroughprivateactions,class administrative could adverselyaffectoureffectivetaxrate. laws, theinterpretationofexistingorourfailure tosustainourreportingpositionsonexamination action litigationorotherlitigation,inadditiontoreputational damage.Additionally, changesintax in theimpositionofpenalties,includinglosslicenses orsignificantfinesmonetarypenalties,class with applicableregulationsoruntimelyincomplete executionofarequiredproductrecall,canresult and/or couldmateriallyincreaseourcostofdoingbusiness. Untimelycomplianceornoncompliance expenses ormayrequireextensivesystemandoperating changesthatmaybedifficulttoimplement and regulations,particularlythosegoverningthesaleofproducts,mayresultinsignificantadded information securityandprivacy,laboremployment,amongothers,orchangesinexistinglaws laws orregulations,particularlythosedealingwithhealthcarereform,productsafety,food expanding andadditionallegalregulatoryrequirementsincreasedenforcementefforts.New regulatory environmentinwhichweoperateandtherelatedcostofcomplianceareincreasingdueto We routinelyincursignificantcostsincomplyingwiththeseregulations.Thecomplexityofthe noncompliance with,theseregulationscouldhaveamaterialadverseeffectonourfinancialperformance. unsuccessful orisnotfullypursued. have amateriallynegativeimpactonourresultsofoperationsevenifproductliabilityclaimis consumer confidenceinourproducts.Ourlitigationexpensescouldincreaseaswell,whichalso with adequateinsuranceandindemnification,suchclaimscouldsignificantlydamageourreputation our havingtorespondclaimsorcomplaintsfromcustomersasifwewerethemanufacturer.Even the manufacturers’lackofunderstandingU.S.productliabilityorotherlaws,whichmayresultin results ofoperations.Ourabilitytoobtainindemnificationfromforeignsuppliersmaybehinderedby available, suchclaimscouldhaveamaterialadverseeffectonourbusiness,financialconditionand from oursuppliers.However,ifwedonothaveadequatecontractualindemnificationorinsurance comply withallsafetystandards.We generallyseekcontractualindemnificationandinsurancecoverage product andfoodsafetylaws,wearedependentonthemtoensurethattheproductsbuy handling andtransportationphases.Allofourvendorstheirproductsmustcomplywithapplicable foreign objects,substances,chemicals,otheragents,orresiduesintroducedduringthegrowing,storage, tampering byunauthorizedthirdparties,productcontaminationorspoilage,includingthepresenceof products thatarerecalled,defectiveorotherwiseallegedtobeharmful.Suchclaimsmayresultfrom penalties assessedbygovernmentagenciesrelatingtoproducts,includingbutnotlimitedfood all ofourstores,wemaybesubjecttoproductliabilityclaimsfromcustomersoractionsrequired performance. goods producedincountriesotherthanChina. with foreignimportswillincrease,andwemaybeexposedtoadditionalrisksasincreaseof performance. Asweincreaseourimportsofmerchandisefromforeignvendors,therisksassociated affecting oursuppliersandaccesstoproductscouldadverselyaffectbusinessfinancial relating toforeigntradeandportlaboragreementsarebeyondourcontrol.Theseotherfactors certain typesofgoodsorcontainingmaterialsfromothercountriesandfactors Despite ourbesteffortstoensurethequality,safetyandfreshnessofproductsthatwesellin Product liabilityandfoodsafetyclaimscouldadverselyaffectourbusiness,reputationfinancial Our businessissubjecttotheriskoflitigationbyemployees, consumers,suppliers,competitors, Litigation mayadverselyaffectourbusiness,resultsofoperations andfinancialcondition. Our businessissubjecttonumerousandincreasingfederal,statelocallawsregulations. We aresubjecttogovernmentalregulations,proceduresandrequirements.Asignificantchangein,or 14 10-K 15 We depend on a variety of information technology systems for the efficient functioning of our depend on We Material damage or interruptions to our information systems as a result of external factors, staffing Material damage or interruptions to our information systems as a result of Natural disasters (whether or not caused by climate change), unusual weather conditions, pandemic or not caused by climate change), Natural disasters (whether disasters, such as hurricanes, fires, floods, tornadoes and The occurrence of one or more natural and human error. Damage or interruption to these systems may require a significant investment to fix and human error. Damage or interruption to these systems may require interim, may experience loss or replace them, and we may suffer interruptions in our operations in the which could have a material or corruption of critical data and may receive negative publicity, all of adverse effect on our business or results of operations. implementing new technology could have a material adverse effect on our business or results of operations. implementing new technology could have a material adverse effect on our business systems to better run business and are continually improving our information processes and computer or may do so on a delayed our business. These technology initiatives may not deliver desired results such systems are subject to damage or interruption from power outages, schedule. Additionally, breaches, natural disasters computer and telecommunications failures, computer viruses, cybersecurity and disruption of our utility services or to our information systems. These events also can have indirect and disruption of our utility services costs of insurance if they result in significant loss of property or consequences such as increases in the other insurable damage. technology or developing or shortages or challenges or difficulties in maintaining or updating our existing make deliveries or provide other support functions to our stores and through lost sales. In addition, make deliveries or provide other support in fuel (or other energy) prices or a fuel shortage, delays in these events could result in increases lack of an adequate work force in a market, the temporary or opening new stores, the temporary products from some domestic and overseas suppliers, the long-term disruption in the supply of of goods from overseas, delay in the delivery of goods to our temporary disruption in the transport of customers to reach or have transportation to our stores distribution centers or stores, the inability temporary reduction in the availability of products in our stores directly affected by such events, the disruptions could adversely affect our business and financial performance. Uncharacteristic or disruptions could adversely affect our consumer shopping patterns, which could lead to lost sales or significant weather conditions can affect the adversely affect our short-term results of operations. To greater than expected markdowns and of one or more of our distribution centers, a significant extent these events result in the closure headquarters or impact one or more of our key suppliers, our number of stores, or our corporate could be materially adversely affected through an inability to operations and financial performance outbreaks, terrorist acts, and global political events could disrupt business and result in lower sales and disrupt business and result in lower acts, and global political events could outbreaks, terrorist performance. otherwise adversely affect our financial pandemic outbreaks, terrorist acts or disruptive global earthquakes, unusual weather conditions, in countries in which our suppliers are located, or similar political events, such as civil unrest negatively affect our operating results if changes to our business operations are required. The cost to business operations are required. operating results if changes to our negatively affect our with may be adverse publicity associated may be significant. There also defend future litigation the of our business, regardless of whether negatively affect customer perception litigation that could adversely liable. As a result, litigation may or whether we are ultimately found allegations are valid condition. See Note 8 to the consolidated results of operations and financial affect our business, of these pending matters. for further details regarding certain financial statements state laws, regulations and agency guidance may cause claims to rise even more. The outcome of to rise even more. cause claims agency guidance may regulations and state laws, claims, is intellectual property actions and action lawsuits, regulatory particularly class litigation, or of very large may seek recovery types of lawsuits Plaintiffs in these assess or quantify. difficult to lawsuits may remain relating to these the potential loss the magnitude of amounts, and indeterminate adversely to certain of these lawsuits, if decided periods of time. In addition, unknown for substantial or may our financial statements as a whole may result in liability material to us or settled by us, filed each year has continued to increase, and recent changes and proposed changes in Federal and in Federal and proposed changes recent changes to increase, and year has continued filed each 10-K other intangibleassetsasof January30,2015.Efficientinventorymanagementis akeycomponentof inventory balances. strategic planningandexecution. Mr. Dreiling’sretirementorourtransitiontoanewchief executive,whichcouldadverselyaffectour any assurancethatwewillnotexperienceadisruption inourexecutivemanagementconnectionwith January 29,2016.We arecurrentlyconductingasearchfornewchiefexecutive. We cannotprovide Executive Officer,RichardW. Dreiling.Aswehavepreviouslydisclosed,Mr.Dreilingwillretireon policies withrespecttoourexecutiveofficersorkeypersonnel. have anadverseeffectonouroperations.We donotcurrentlymaintainkeypersonlifeinsurance attract andretainqualifiedpersonnel,afailuretonewpersonnelcould experienced managementpersonnelisintense,andourfuturesuccesswillalsodependonabilityto succession planning,retentionorhiringeffortswillbesuccessful.Competitionforskilledand officers couldhaveanadverseeffectonouroperations.Therecanbenoassurancethatexecutive executive officersandotherkeypersonnel.Theunexpectedlossoftheservicesanyour unable tohireadditionalqualifiedpersonnel,ourbusinessmaybeharmed. Our abilitytopassalonglaborcostsourcustomersisconstrainedbyeverydaylowpricemodel. provisions ofthelegislationarebeingphasedinovertimeandindividualsdeterminehowtorespond. comprehensive healthcarereformlegislationwilllikelycontinuetoincreaseourcostsasthe unionize, ourlaborcostscouldincrease.Inaddition,thefeesanddesignchangesrequiredby could suffer.To theextentasignificantportionofouremployeebaseunionizes,orattemptsto adequate numbersofqualifiedemployees,ouroperations,customerservicelevelsandsupportfunctions programs suchashealthinsuranceandpaidleaveprograms).Ifweareunabletoattractretain for ouremployeestojoinaunion)orotherworkplaceregulations(includingchangesin‘‘entitlement’’ and otherinsurancecosts,changesinemploymentlaborlaws(includingtheprocess market, unemploymentlevelswithinthosemarkets,prevailingwagerates,minimumlaws,health to manyexternalfactors,includingcompetitionforandavailabilityofqualifiedpersonnelinagiven high ratesofturnover.Ourabilitytomeetourlaborneeds,whilecontrollingcosts,issubject attract, train,retainandmotivatequalifiedemployees,manyofwhomareinpositionswithhistorically labor issues,couldadverselyaffectourfinancialperformance. support ofexistingsystemscouldalsodisruptorreducetheefficiencyouroperations. with theimplementationofneworupgradedsystemsandtechnologymaintenanceadequate an efficientandtimelymanner.Inaddition,costspotentialproblemsinterruptionsassociated disrupt orreducetheefficiencyofouroperationsifwewereunabletoconvertalternatesystemsin or ustocontinuemaintainandupgradetheseinformationsystemssoftwareprogramswould our systemswerelicensedtousbyindependentsoftwaredevelopers.Theinabilityofthesedevelopers systems sothattheycancontinuetosupportourbusiness.Thesoftwareprogramssupportingmanyof on existingsystems.We relyoncertainvendorstomaintainandperiodicallyupgrademanyofthese negatively affectourabilitytofulfilltechnologyinitiativeswhilecontinuingprovidemaintenance Failure toattract,trainandretainqualified employeeswhilecontrollinglaborcosts,aswellother We alsorelyheavilyonourinformation technology staff.Failure tomeetthesestaffingneedsmay Our inventorybalancerepresented approximately49%ofourtotalassetsexclusive ofgoodwilland Our cashflowsfromoperationsmaybenegativelyaffected ifwearenotsuccessfulinmanagingour We havebenefittedsubstantiallyfromtheleadershipandperformanceofourChairman Chief Our futuresuccessdependstoasignificantdegreeontheskills,experienceandeffortsofour Our successdependsonourexecutiveofficersandotherkeypersonnel.Ifwelosepersonnelorare Our futuregrowthandperformancepositivecustomerexperiencedependsonourabilityto 16 10-K 17 Our insurance coverage reflects deductibles, self-insured retentions, limits of liability and similar Our insurance coverage reflects deductibles, Our current insurance program may expose us to unexpected costs and negatively affect our financial Our current insurance program may expose We generally recognize our highest volume of net sales during the Christmas selling season, which volume of net sales during the generally recognize our highest We Because our business is seasonal to a certain extent, with the highest volume of net sales during the the highest volume of net sales during is seasonal to a certain extent, with Because our business indemnity costs, could result in materially different expenses than expected under these programs, indemnity costs, could result in materially different expenses than expected and financial condition. which could have a material adverse effect on our results of operations events at our store support Although we continue to maintain property insurance for catastrophic property losses. If we center and distribution centers, we are effectively self-insured for other performance could be experience a greater number of these losses than we anticipate, our financial adversely affected. events may result in sizable losses for the insurance industry and adversely impact the availability of events may result in sizable losses for insurance offset negative in excessive premium increases. To adequate insurance coverage or result accept higher deductibles or reduce the amount of coverage market trends, we may elect to self-insure, In addition, we self-insure a significant portion of expected losses in response to these market changes. and group health insurance under our workers’ compensation, automobile liability, general liability and management estimates programs. Unanticipated changes in any applicable actuarial assumptions in medical and underlying our recorded liabilities for these losses, including expected increases provisions that we believe are prudent based on the dispersion of our operations. However, there are provisions that we believe are prudent which we cannot be insured or which we believe are not types of losses we may incur but against as losses due to acts of war, employee and certain other crime, economically reasonable to insure, such claims, including class actions, and some natural wage and hour and other employment-related they are material, our business could suffer. Certain material disasters. If we incur these losses and seasonal norms or expectations. If our fourth quarter sales results were substantially below expectations, seasonal norms or expectations. If our results could be adversely affected by unanticipated our financial performance and operating markdowns, especially in seasonal merchandise. performance. occurs in the fourth quarter of our fiscal year. In anticipation of this holiday, we purchase substantial of this holiday, we purchase quarter of our fiscal year. In anticipation occurs in the fourth high events, such as deteriorating economic conditions, amounts of seasonal inventory. Adverse transportation disruptions, or unusual or unanticipated adverse unemployment, high gas prices, public sales during the holiday season. An excess of seasonal weather could result in lower-than-planned if our net sales during the Christmas selling season fall below merchandise inventory could result reduce these risks, but we cannot make assurances that we will be successful in our inventory but we cannot make assurances that reduce these risks, from inventory balances, our cash flows are not successful in managing our management. If we negatively affected. operations may be financial statements as a quarter could materially affect our adverse events during the fourth fourth quarter, whole. an appropriate product mix to meet our customers’ demands without allowing those levels to increase allowing those demands without to meet our customers’ product mix an appropriate that financial results or impacts our hold the goods unduly costs to store and extent that the to such an do not accurately buying decisions shrinkage. If our inventory to the risk of increased subjects us customer our expectations about price products or inappropriately trends, we predict customer of the excess markdowns to dispose inaccurate, we may have to take unanticipated spending levels are focus on ways to continue to results. We can adversely impact our financial inventory, which also our business success and profitability. To be successful, we must maintain sufficient inventory levels and sufficient inventory we must maintain be successful, To success and profitability. our business 10-K other opportunitiesorourabilitytoreactchanges in theeconomyorourindustry. under ourcreditfacility,whichcouldadverselyaffect ourcashflowandlimitgrowthstrategyor difficult orexpensiveforustoobtainadditionalfinancing andwouldincreasethecostofborrowing currently haveaninvestmentgraderating,andadowngrade ofthisratinglikelywouldmakeitmore through thecapitalmarketswillnotbeadverselyimpacted byeconomicconditions.Ourdebtsecurities this sourceoffutureliquidity.Thereisnoassurance that ourabilitytoobtainadditionalfinancing increase thecostoffinancing,makeitmoredifficult to obtainfavorableterms,orrestrictouraccess capital markets,includingmarketdisruptions,limited liquidityandinterestratefluctuations,may activities andouraccesstocapitalmarkets,including our creditfacility.Changesintheand opportunities ortoreactchangesintheeconomyour industry. raise additionalcapitaltofundouroperationsandlimitabilitypursuegrowthstrategyorother adverse effectonourbusinessandfinancialperformance. of debitorcreditcardsinourstoresnotshoppingaltogetherandcouldhaveamaterial our reputationwhichcouldcauseustolosemarketshareasaresultofcustomersdiscontinuingtheuse disrupt ouroperations.Anyresultingnegativemediaattentionandpublicitycouldsignificantlyharm our securitymeasures)whichmaynotbecoveredbyinsurancepolicies,andcouldmaterially (including, forexample,creditmonitoringservicesaffectedcustomers,aswellfurtherupgradesto expose ustorisksofdataloss,litigation,governmentenforcementactionsandcostlyresponsemeasures to complywiththeapplicableprivacyandinformationsecuritylaws,regulationsstandardscould security breachesanddataloss,includingcyber-securityattacksorotherbreachofcardholderdata. DSS standards,wemaybevulnerableto,andunabletodetectappropriatelyresponddata security measuresrequiressignificantresourcesandongoingattention.EvenifwecomplywithPCI Complying withPCIDSSstandardsandimplementingrelatedprocedures,technologyinformation surrounding thephysicalandelectronicstorage,processing,transmissionofcardholderdata. Standards Council.PCIDSScontainscomplianceguidelinesandstandardswithregardtooursecurity Industry DataSecurityStandards(‘‘PCIDSS’’),issuedbythePayment CardIndustrySecurity employees andvendorsthatweholdorourbusinessinformation. technology andothervendorsinthefutureobtainpersonalinformationofourcustomers, is possiblethatcomputerhackersandothersmightcompromiseoursecuritymeasuresorthoseof implemented procedurestoprotectourinformationandrequireappropriatecontrolsofvendors,it conducting ourbusiness,asrequiredbylaw,orwiththepermissionofindividual.Whilewehave Additionally, undercertaincircumstances,wemayshareinformationwithvendorsthatassistusin systems. However,cyberattacksarerapidlyevolvingandbecomingincreasinglysophisticated. access totheinformationstoredin,orotherwisegainedto,ourandtechnology safeguard suchdataandinformation.To ourknowledge,computerhackershavenotgainedsignificant employees andvendors,aswellourbusiness.We haveproceduresandtechnologyinplaceto access to,collectormaintaincertainprivateconfidentialinformationregardingourcustomers, reputation. enforcement actionsandcostlyresponsemeasures,couldmateriallydisruptouroperationsharm vendors, whetherasaresultofcybersecurityattacksorotherwise,couldexposeustolitigation,government In connectionwithsales,wetransmitconfidentialcreditanddebitcardinformation.We alsohave Any failuretomaintainthesecurityofinformationweholdrelatingourcustomers,employeesand We obtainandmanageliquidityfromthepositivecashflowwegenerateouroperating Deterioration inmarketconditionsorchangesourcreditprofilecouldadverselyaffectabilityto A securitybreachofanykind,whichcouldbeundetectedforaperiodtime,orfailurebyus Because weacceptdebitandcreditcardsforpayment,aresubjecttothePayment Card 18 10-K 19 of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow reducing our ability to use our cash on our indebtedness, therefore of principal and interest shares business opportunities, repurchase capital expenditures and future to fund our operations, debt stock or otherwise manage our declare dividends on our common of our common stock, and capital levels; additional financing for working by limiting our ability to obtain growth strategy, including and and debt service requirements; capital, capital expenditures or responses to changing industry, market their cash flow to fund competitive better able to use economic conditions. New accounting guidance or changes in the interpretation or application of existing accounting guidance New accounting guidance or changes in the interpretation or application of extensive systems, internal The implementation of proposed new accounting standards may require •any material change in the nature of our business. make under our credit facilities. Our ability to are also subject to specified financial ratio covenants We • of subsidiaries; incur indebtedness • certain liens or encumbrances; create • and consolidate, sell or otherwise dispose of all or substantially all of our assets; merge, • are less leveraged and may be compared to our competitors who placing us at a disadvantage that could limit our flexibility in operating our business. Our debt agreements contain restrictions governing our notes contain various covenants that could Our credit facilities and the indenture • our operations and pursue our for us to raise additional capital to fund making it more difficult • to be dedicated to the payment of our cash flow from operations requiring a substantial portion At January 30, 2015, we had total outstanding debt (including the current portion of long-term current portion of (including the outstanding debt 2015, we had total January 30, At Accounting Standards Board (‘‘FASB’’) and the International Accounting Standards Board (‘‘IASB’’), as Standards Board (‘‘IASB’’), and the International Accounting Standards Board (‘‘FASB’’) Accounting by U.S. registrants, could well as the possible adoption of international financial reporting standards asset, and other accounting require us to make significant changes to our lease management, fixed to our financial statements. systems, and, if implemented, are likely to result in significant changes could adversely affect our financial performance. may also result in changes to process and other changes that could increase our operating costs, and future accounting standards our financial statements. In particular, the implementation of expected between the Financial related to leases, as currently being contemplated by the convergence project lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable lenders could elect to declare all amounts further credit thereunder. If the lenders under such and terminate all commitments to extend of borrowings, we cannot make assurances that we will have indebtedness accelerate the repayment as well as our other indebtedness, including our outstanding sufficient assets to repay those borrowings, notes. meet these financial ratios can be affected by events beyond our control, and we cannot assure you that meet these financial ratios can be affected covenants. A breach of any of these covenants could result in a we will meet these ratios and other such indebtedness and inability to borrow additional amounts default under the agreement governing our failure to maintain compliance with these covenants, the under our revolving credit facility. Upon limit our ability to engage in specified types of transactions. These covenants limit our and our limit our ability to engage in specified things: subsidiaries’ ability to, among other obligations) of approximately $2.74 billion. We also had an additional $821.5 million available for million available additional $821.5 also had an $2.74 billion. We of approximately obligations) have important of debt could facility. This level revolving credit under our unsecured borrowing business, including: consequences to our negative 10-K significant portionofournewstoresaresubjecttobuild-to-suit arrangements. We alsohavestoressubjecttoshorter-termleasesandmanyoftheserenewaloptions. A landlords, whichtypicallycarryaprimaryleasetermof upto15yearswithmultiplerenewaloptions. rental provisionsandexpirationdates.Manystoresare subjecttobuild-to-suitarrangementswith PROPERTIES ITEM 2. UNRESOLVED STAFF COMMENTS ITEM 1B. have anadverseeffectonourfinancialconditionandresultsofoperations. performance. Theoutcomeofsuchchangescouldincludelitigationorregulatoryactionswhich judgments byourmanagementcouldsignificantlychangereportedorexpectedfinancial Changes intheserulesortheirinterpretationchangesunderlyingassumptions,estimates to ourbusinessinvolvemanysubjectiveassumptions,estimatesandjudgmentsbymanagement. implementation guidelinesandinterpretationswithregardtoawiderangeofmattersthatarerelevant As ofFebruary 27,2015,weoperated11,879retailstoreslocatedin43statesasfollows: None. U.S. generallyacceptedaccountingprinciplesandrelatedpronouncements, Most ofourstoresarelocatedinleasedpremises.Individual storeleasesvaryastotheirterms, tt trsSaeStores Missouri Mississippi Minnesota Michigan Massachusetts Maryland Maine Louisiana Kentucky Kansas State Iowa Indiana Stores Illinois Georgia Florida Delaware Connecticut Colorado California Arkansas Arizona Alabama State ...... 182 ...... T 2 ...... 204 ...... 421 ...... 710 ...... 412 ...... P 416 ...... 675 ...... 87 ...... 4 V 341 ...... 105 T ...... 472 436 ...... 37 32...... 142 ...... 344 ...... 629 ...... 39W W 389 48 ...... 26 ...... 1 V 18 ...... ubro Numberof Number of 20 North Carolina New York New Mexico New Jersey New Hampshire Nevada Nebraska Utah South Dakota South Carolina Rhode Island Oregon Oklahoma Ohio exas ennessee ennsylvania ermont irginia est Virginia isconsin ...... 7 ...... 643 ...... 24 ...... 321 26 ...... 2 ...... 309 ...... 91 ...... 122 ...... 613 ...... 83 ...... 373 ...... 76 ...... 520 ...... 189 ...... 20 2 ...... 633 ...... 437 ...... 14 ...... 1,246 10-K Year Approximate Square of Number 1959199419971998 720,000 1,310,0001999 1,250,00020002001 820,000 1,150,0002005 1,414 800 2006 980,000 1,170,000 906 2012 1,120,0002012 1,286 873 1,110,0002014 1,019 1,145 940,000 1,113 600,000 1,000,000 1,193 1,065 285 780 21 ...... Scottsville, KY Scottsville, Ardmore, OK South Boston, VA Indianola, MS MO Fulton, Alachua, FL Zanesville, OH Jonesville, SC Marion, IN Bessemer, AL Lebec, CA Bethel, PA Location Opened Footage Stores Served The information contained in Note 8 to the consolidated financial statements under the heading The information contained in Note None. Our executive offices are located in approximately 302,000 square feet of owned buildings and Our executive offices are located in We lease the distribution centers located in California, Oklahoma, Mississippi and Missouri and lease the distribution centers located in California, We As of February 27, 2015, we operated twelve distribution centers, as described in the following centers, as described twelve distribution 27, 2015, we operated As of February ‘‘Legal proceedings’’ contained in Part II, Item 8 of this report is incorporated herein by this reference. II, Item 8 of this report is incorporated herein ‘‘Legal proceedings’’ contained in Part ITEM 4. MINE SAFETY DISCLOSURES we leased approximately 444,000 square feet of additional temporary warehouse space to support our we leased approximately 444,000 square distribution needs. leased office space in Goodlettsville, Tennessee. approximately 56,000 square feet of ITEM 3. LEGAL PROCEEDINGS own the other eight distribution centers in the table above. Approximately 7.25 acres of the land on own the other eight distribution centers is located is subject to a ground lease. As of January 30, 2015, which our Kentucky distribution center table: 10-K System, Inc.andTexas Instruments Incorporated.Mr.Tehle isadirectorofJackintheBoxInc. hat manufacturer.Earlierinhiscareer,Mr.Tehle servedinavarietyoffinancial-relatedrolesatRyder tools, andfrom1993to1996,hewasVice President andChiefFinancialOfficerofHatBrands,Inc., a President of FinanceforadivisionofTheStanleyWorks, oneoftheworld’slargestmanufacturers Corporation, amanufacturing,marketingandretailcorporation. From 1996to1997,hewasVice He servedfrom1997toJune2004asExecutiveVice President andChiefFinancial Officer ofHaggar Officer. Aspreviouslyannounced,Mr.Tehle planstoretirefromDollarGeneraleffectiveJuly1,2015. Food andDrugInc.EckerdCorporation. operation ofthreedistributioncenters.Healsopreviously servedinleadershippositionsatPhar-Mor procurement, supplychain,advertising,storedevelopment, storelayoutandspaceallocation,the (2001 -2008),wherehewasresponsibleforallpharmacyandfront-endmarketing,merchandising, 2008 throughNovember2008)andSeniorVice President andChiefMerchandisingOfficer Corporation for7years,includingExecutiveVice President andChiefOperatingOfficer(February Prior tojoiningDollarGeneral,Mr.Vasos DrugStores servedinexecutivepositions withLongs and ChiefMerchandisingOfficer.HewaspromotedtoOperatingOfficerinNovember2013. Companies,Inc. (RILA). Mr.DreilingisadirectorofLowe’s Position division ofSafeway.HecurrentlyservesastheChairmanRetail Association IndustryLeaders Mr. Dreilingservedfrom1998to2000asPresident ofVons, aSouthernCaliforniafoodanddrug Marketing, ManufacturingandDistributionatSafewayInc.,afooddrugretailer.Prior tothat, Chief OperationsOfficer.From 2000to2003,Mr.DreilingservedasExecutiveVice President— West inJuly2003asExecutiveVice CoastandinHawaii,afterhavingjoinedLongs President and DrugStoresCorporation, aretaildrugstorechainonthe President—Chief OperatingOfficerofLongs January 2008.Prior tothat,Mr.Dreiling,beginninginMarch2005,servedasExecutiveVice 2005 untilJanuary2008andasChairmanoftheBoardDuaneReade fromMarch2007until Holdings, Inc.andDuaneReade Inc.,thelargestdrugstorechaininNewYork City, fromNovember General, Mr.DreilingservedasChiefExecutiveOfficer,President andadirectorofDuaneReade 29,2016. Prior tojoiningDollar DreilingplanstoretirefromDollarGeneraleffectiveJanuary Age Mr. our Board.HewasappointedChairmanoftheBoardonDecember2,2008.Aspreviouslyannounced, Anita C.Elliott Rhonda M.Taylor Gregory A.Sparks Robert D.Ravener John W. Flanigan David W. D’Arezzo David M.Tehle Todd J.Vasos Richard W. Dreiling Name our directorsorexecutiveofficers. the Boardtoserveuntilasuccessorisdulyelected.Therearenofamilialrelationshipsbetweenanyof of ourexecutiveofficersservesatthediscretionBoardDirectorsandiselectedannuallyby EXECUTIVE OFFICERSOFTHEREGISTRANT Information regardingourcurrentexecutiveofficersasofMarch19,2015issetforthbelow.Each Mr. Tehle Mr. Vasos Mr. Dreiling joinedDollarGeneralinJune2004asExecutiveVice President andChiefFinancial joinedDollarGeneralinDecember2008asExecutiveVice President, DivisionPresident ...... 53 ...... joinedDollarGeneralinJanuary2008asChiefExecutiveOfficerandamemberof ...... 50 ...... 58 ...... 47 ...... 63 ...... 54 ...... 56 ...... 56 ...... 61 ...... Senior Vice President andController Executive Vice President andGeneralCounsel Executive Vice President, StoreOperations Executive Vice President andChiefPeople Officer Executive Vice President, GlobalSupplyChain Executive Vice President andChiefMerchandisingOfficer Executive Vice President andChiefFinancialOfficer Chief OperatingOfficer Chairman andChiefExecutiveOfficer 22 10-K 23 joined Dollar General as Senior Vice President, Global Supply Chain in May 2008. Global President, joined Dollar General as Senior Vice joined Dollar General in November 2013 as Executive Vice President and Chief and President Executive Vice 2013 as General in November joined Dollar joined Dollar General as Senior Vice President and Chief People Officer in August Chief People and President joined Dollar General as Senior Vice joined Dollar General in March 2012 as Executive Vice President of Store Operations. President joined Dollar General in March 2012 as Executive Vice Mr. Sparks Mr. Mr. Ravener Mr. Mr. Flanigan Mr. Mr. D’Arezzo Mr. career with Safeway where he held roles of increasing responsibility including merchandising manager career with Safeway where he held roles of increasing responsibility including grocery and general (1987), category manager (1987 - 1990), divisional director of merchandising, - 2001). merchandise (1990 - 1997) and divisional vice president of marketing (1997 Prior to joining Dollar General, Mr. Sparks served as Division President, Seattle Division, for to joining Dollar General, Mr. Sparks served as Division President, Prior of the Division President Safeway Inc., a food and drug retailer, a role he had held since 2001. As 200 stores and Seattle Division, Mr. Sparks was responsible for the supervision of approximately estate, finance and approximately 23,000 employees in the northwest region and oversaw real including a 34-year operations of the Seattle Division. Mr. Sparks has 38 years of retail experience Partner Resources and, prior to that, as the Vice President, Partner Resources—Eastern Division. As Resources—Eastern Partner President, and, prior to that, as the Vice Resources Partner oversaw all aspects of Mr. Ravener at Starbucks, Resources of U.S. Partner President the Senior Vice held to serving at Starbucks, Mr. Ravener 10,000 stores. Prior human resources activity for more than Inc., a home improvement retailer, at roles for The Home Depot of Human Resources President Vice to September 2005. its Store Support Center and a domestic field division from April 2003 Inc. also served in executive roles in both human resources and operations at Footstar, Mr. Ravener Inc. and roles of increasing leadership at PepsiCo, distribution and logistics leadership positions at Vons—a Safeway company, Specialized Distribution Safeway company, Specialized positions at Vons—a distribution and logistics leadership Logistics.Management Inc., and Crum & Crum to joining Dollar General, he in March 2010. Prior President Vice 2008. He was promoted to Executive roles with Starbucks Corporation, a roaster, marketer and retailer served in human resources executive of U.S. President 2008 as the Senior Vice 2005 until August of specialty coffee, from September and Distribution for Longs retail drug stores on the Drug Stores Corporation, an operator of a chain of 2008. In this role, he was responsible for Coast and Hawaii, from October 2005 to April West outbound transportation and facility maintenance to service over overseeing warehousing, inbound and of Logistics President to October 2005, he served as the Vice September 2001 500 retail outlets. From where he oversaw distribution of food products from for Safeway Inc., a food and drug retailer, outlets, inbound traffic and transportation. He also has held Safeway distribution centers to all retail biotechnology start-up company, in 1994. He also held various positions at PepsiCo, Inc. from 1989 to various positions at PepsiCo, company, in 1994. He also held biotechnology start-up Marketing Manager, Brand Manager—Diet Development Manager, Area 1993, including Business Assistant Marketing Manager. New Products and Pepsi 2010. He has almost 30 years of management in March President He was promoted to Executive Vice of Logistics President to joining Dollar General, he was Group Vice experience in retail logistics. Prior for four months in 2008. Prior to Duane Reade, he served as Chief Operating Officer of Raley’s Family Officer of Raley’s he served as Chief Operating Duane Reade, to 2008. Prior for four months in states, from operating 120 stores in three western California’s premier supermarket of Stores, Northern of Merchandising and President Vice 2002 to 2003, he served as Executive 2003 to 2005. From 1994 to products and services. From Depot, Inc., a global supplier of office at Office Replenishment Market, a supermarket operator, Food held various positions at Wegmans 2002, Mr. D’Arezzo (1997) and Group (1998 - 2002), Division Manager of Merchandising President including Senior Vice a Plant Technology, of Sales at DNA President He worked as Vice Manager (1994 - 1996). Merchandising Officer. Prior to Dollar General, from May 2008 until August 2013, Mr. D’Arezzo 2013, Mr. until August from May 2008 to Dollar General, Officer. Prior Merchandising Inc., the largest Grocers Supply Co., Officer of and Chief Operating President Executive Vice served as of with a full-line over 800 supermarkets States, serving the southern United wholesaler in independent of the wholesale and the running for all functions role, he was responsible for resale. In this products Marketing Officer of Duane and Chief President to 2008, he served as Senior Vice 2006 business. From Officer and as its Interim Chief Executive City, chain in New York Inc., the largest drugstore Reade, 10-K Jitney-Jungle, shepracticedpublicaccountingfor12years,6ofwhichwerewithErnst&Young LLP. accounting operationsandtheinternalexternalfinancialreportingfunctions.Prior toservingat retailer, fromApril1998toMarch2001.At Jitney-Jungle,Ms.Elliottwasresponsibleforthe sheservedasViceLots, President andControllerforJitney-JungleStoresofAmerica,Inc.,agrocery responsible foraccountingoperations,financialreportingandinternalaudit.Prior toservingatBig retailer, fromMay2001toAugust shewas 2005.Overseeingastaffof140employeesatBigLots, joining DollarGeneral,sheservedasVice Inc.,acloseout President andControllerofBigLots, &Bartholomew. LLPandStokes &Harrison Ford she specializedinlaborlawandemploymentlitigation.Shehasalsoheldattorneypositionswith &Stewart,P.C., where joining DollarGeneral,shepracticedlawwithOgletree,Deakins,Nash,Smoak General CounselinMarch2010,andSeniorVice President andGeneralCounselinJune2013.Prior to Senior EmploymentAttorney in2001,DeputyGeneralCounsel2004,Vice President andAssistant joined DollarGeneralasanEmploymentAttorney inMarch2000andwassubsequentlypromotedto Ms. Elliott Taylor Ms. joinedDollarGeneralasSeniorVice President and ControllerinAugust 2005.Prior to hssre sEeuieVc rsdn n eea one ic ac 17,2015.She hasservedasExecutiveVice President andGeneralCounselsinceMarch 24 10-K Approximate $223,417,000 $223,417,000 $223,417,000 $223,417,000 Total NumberTotal Dollar Value of Shares Purchased of Shares that May First Second Third Fourth First Second Third Fourth 61.1854.43 $65.99 $53.00 $65.10 $55.48 $71.78 $62.50 53.0043.35 $55.82 $48.61 $59.87 $52.40 $62.93 $55.08 25 PART II of Shares Price Paid Announced Plans or Under the Plans Total NumberTotal Average of Publicly as Part Be Purchased Yet ...... — — — $— $— $— — — — ...... $ ...... $ MATTERS AND ISSUERMATTERS SECURITIES OF EQUITY PURCHASES 2014High Low...... $ 2013High Low...... $ Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter ...... — $— — purchases may be made in the open market or in privately negotiated transactions from time to purchases may be made in the open market or in privately negotiated transactions has no expiration date. time subject to market and other conditions. This repurchase authorization ($1.0 billion increase), but The share repurchase program was further increased on March 10, 2015 at the end of the 2014 fiscal such increase is not reflected in the table above as it was not in effect year. increases in the authorization under such program were announced on March 25, 2013 increases in the authorization under such program were announced on the authorization, ($500 million increase) and December 5, 2013 ($1.0 billion increase). Under The following table contains information regarding purchases of our common stock made during The following table contains information On March 10, 2015, our Board of Directors declared a quarterly cash dividend of $0.22 per share, On March 10, 2015, our Board of Directors On March 12, 2015, our stock price at the close of the market was $74.28 and there were On March 12, 2015, our stock price Our common stock is traded on the New York Stock Exchange under the symbol ‘‘DG.’’ The high under the symbol ‘‘DG.’’ The Stock Exchange is traded on the New York Our common stock 12/01/14 - 12/31/14 01/01/15 - 01/30/15 Total (a) A $500 million share repurchase program was publicly announced on September 5, 2012, and Period11/01/14 - 11/30/14 Purchased per Share Programs(a) or Programs(a) financial condition, capital needs and other relevant factors. financial condition, capital needs and Issuer Purchases Securities of Equity by or on behalf of Dollar General or any ‘‘affiliated purchaser,’’ as the quarter ended January 30, 2015 of 1934: Securities Exchange Act 10b-18(a)(3) of the defined by Rule Dividends to of record of our common stock on April 8, 2015. Prior to be paid on April 22, 2015 to shareholders paid recurring dividends since March 2007. While the Board March 2015, we had not declared or cash dividends, the declaration and payment of future cash intends to continue regular quarterly discretion based on an evaluation of our earnings performance, dividends are subject to the Board’s approximately 1,922 shareholders of record of our common stock. approximately 1,922 shareholders of ITEM 5. STOCKHOLDER RELATED COMMON EQUITY, FOR REGISTRANT’S MARKET Market Information and 2013 were as follows: during each quarter in fiscal 2014 and low sales prices 10-K to, theConsolidatedFinancialStatementsandrelatednotesincludedinPart II,Item8ofthisreport from auditedconsolidatedfinancialstatementsnotincludedinthisreport. of February 1,2013,February 3,2012,andJanuary28,2011presentedinthistablehavebeenderived flows dataforthefiscalyearsendedFebruary 3,2012andJanuary28,2011balancesheetdataas elsewhere inthisreport.Theselectedhistoricalstatementofoperationsdataandcash 2014, havebeenderivedfromourhistoricalauditedconsolidatedfinancialstatementsincluded January 31,2014,andFebruary 1,2013andbalancesheetdataasofJanuary30,201531, operations dataandstatementofcashflowsforthefiscalyearsendedJanuary30,2015, Corporation asofthedatesandforperiodsindicated.Theselectedhistoricalstatement SELECTEDFINANCIALDATA ITEM 6. The informationsetforthbelowshouldbereadinconjunctionwith,andisqualifiedbyreference The followingtablesetsforthselectedconsolidatedfinancialinformationofDollarGeneral 26 10-K Year Ended Year 18.9 30.0 60.6 15.1 2.8% 3.3% 4.7% 6.0%6.4% 4.9% 5.5% 6.4% 5.5% 6.6% 5.9% 6.8% 6.2% 7.0% 6.9% 75.7%12.4% 75.2% 12.9% 73.9% 13.6% 73.2% 13.8% 71.6% 14.5% 88.2 89.0 127.93.503.49 $ 204.9 3.17 $ 3.17 274.0 2.87 $ 2.85 2.25 $ 2.22 1.84 1.82 27 785.2 $ 686.9 $579.8 614.3 $ $ 505.6 542.3 $ $ 140.8 489.3 $ 126.1 $ 497.4 615.5 603.2 544.7 458.6 357.1 (371.7)(868.8) (250.0)(374.0) (598.3) (569.8) (538.4) (546.8) (513.8) (571.6) (908.0) (418.9) (514.9) (130.4) (420.4) 11,05211,789 10,38787,205 11,132 9,783 82,012 10,506 76,909 9,254 9,937 71,774 8,712 9,372 67,094 2015 2014 2013 2012(1) 2011 1,314.7 $ 1,213.1 $ 1,131.4 $ 1,050.5 $ 824.7 2,740.65,710.0 2,818.8 5,402.2 2,772.2 4,985.3 2,618.5 4,674.6 3,288.2 4,063.6 5,802.5 5,435.71,769.1 5,085.4 1,736.21,680.9 4,697.9 1,655.3 1,628.3 4,176.6 1,065.3 1,490.8 $ 1,025.1 1,497.4 1,274.1 $ 1,225.3 952.7 $ 766.7 985.0 $ 627.9 11,224.1 10,867.5 10,367.7 9,688.5 9,546.2 13,107.1 12,068.4 10,936.7 10,109.3 8,858.4 $17,818.7 $16,365.5 $14,992.7 $13,626.7 $12,227.1 $18,909.6 $17,504.2 $16,022.1 $14,807.2 $13,035.0 January 30, January 31, 1, February 3, February January 28, ...... $ 223 $ 220 $ 216 $ 213 $ 201 ...... $ ...... — ...... $ ...... —...... — — — — ...... $ ...... $ ...... $ ...... investments end) sales calculation Operating activities Investing activities Financing activities Total shareholders’ equity Total (1) 3, 2012 was comprised of 53 weeks. The fiscal year ended February Apparel sales expense Rent Balance Sheet Data (at period end): Cash and cash equivalents and short-term assets Total Long-term debt Selling square feet (in thousands at period Selling square feet (in thousands at Net sales per square foot(3) Consumables sales Seasonal sales Home products sales Other Financial and Operating Data: Same store sales growth(2) Same store sales(2) store Number of stores included in same Number of stores (at period end) Dividends per share Statement of Cash Flows Data: Net cash provided by (used in): capital expenditures Total Income before income taxes Income before income Income tax expense Net income Earnings per share—basic Earnings per share—diluted Cost of goods sold Gross profit administrative expensesSelling, general and Operating profit 4,033.4Interest expense Other (income) expense 3,699.6 3,430.1 3,207.1 2,902.5 included in Part II, Item 7 of this report. II, Item 7 of in Part included share data, millions, excluding per (Amounts in and net sales stores, selling square feet, number of foot) per square Data: Statement of Operations Net sales and the Management’s Discussion and Analysis of Financial Condition and Results of Operations and Results of Financial Condition and Analysis Discussion and the Management’s 10-K 1 For purposesofcomputingtheratioearningstofixedcharges,(a)consistincome (1) Ratio ofearningstofixedcharges(1): Netsalespersquarefootwascalculatedbasedontotalforthepreceding12monthsasof the (3) Same-storesalesarecalculatedbaseduponstoresthatwereopenatleast13fullfiscalmonths and (2) our threeinterimfiscalquarters. period, includingtheendoffiscalyear,beginningandeach ending dateofthereportingperioddividedbyaveragesellingsquarefootageduring in thenon-comparableweekofa53-weekyearfromsame-storesalescalculation. expanded orrelocatedinoursame-storesalescalculation.Whenapplicable,weexcludethe remain openattheendofreportingperiod.We includestoresthathavebeenremodeled, discounts relatedtoindebtedness,andtheinterestportionofrentexpense. interest expense(whetherexpensedorcapitalized),theamortizationofdebtissuancecostsand (amortization expenseforcapitalizedinterestisnotsignificant)and(b)fixedchargesconsistof (loss) beforeincometaxes,plusfixedchargeslesscapitalizedexpensesrelatedtoindebtedness ..... aur 0 aur 1 eray1 eray3 January 28, February 3, February 1, January31, January 30, .x47 .x38 3.1x 3.8x 4.7x 4.7x 4.4x 0521 0321 2011 2012 2013 2014 2015 28 Year Ended 10-K 29 RESULTS OF OPERATIONS OF RESULTS Our second priority is to enhance our gross profit rate. The full year of sales of tobacco products Our second priority is to enhance our gross profit rate. The full year of Our first priority is driving productive sales growth, which includes increasing shopper frequency, Our first priority is driving productive We are keenly focused on executing our four primary operating priorities, which are: 1) drive are keenly focused on executing our four primary We The customers we serve are value-conscious, many with low or fixed incomes, and Dollar General The customers we serve are value-conscious, We are the largest discount retailer in the United States by number of stores, with 11,879 stores in the United States by number are the largest discount retailer We This discussion and analysis should be read with, and is qualified in its entirety by, the Consolidated the in its entirety by, and is qualified should be read with, and analysis This discussion in 2014 has driven increased customer traffic as planned, although the addition of tobacco products and in 2014 has driven increased customer traffic as planned, although the profit rate. An increase in an increased proportion of sales of perishables have lowered the gross due to the longshoreman markdowns, an increase in the LIFO provision and supply chain disruption of our older, smaller stores and in many cases, increased the number of coolers for refrigerated and of our older, smaller stores and in many cases, increased the number of stores during the year. We remodeled and relocated a total of 915 frozen foods and beverages. We our focus on $1 to $5 continued to meet the affordability needs of our core customer by renewing also experienced $5 or less. We items, as more than 75% of our SKUs at year-end were items priced at preceding two years, inflation the successful launch of our DG Digital Coupons program. Similar to the sales growth, we opened 700 had a very modest impact on our sales in 2014. In addition to same-store new stores. serving others. In 2014, sales in same-stores increased by 2.8% over 2013 item unit sales and transaction amount. and average transaction. Successful sales growth initiatives in 2014 levels due to increases in both traffic rollout of tobacco products included completion of the first full year of sales relating to the chain-wide optimized shelf space in many and the expansion of our limited scope store remodeling efforts, which economic recovery remains uncertain. During the latter part of 2014, our customer has experienced economic recovery remains uncertain. as lower gasoline prices and improving employment rates; some general economic tailwinds, such is still unknown. however, the duration of these effects our gross profit margins, 3) leverage process improvements and productive sales growth, 2) enhance and 4) strengthen and expand Dollar General’s culture of information technology to reduce costs, has always been intensely focused on helping them make the most of their spending dollars. We believe helping them make the most of their spending dollars. We has always been intensely focused on selection of high quality products at compelling values have our convenient store format and broad success over the years. Like other retailers, we have been driven our substantial growth and financial with ongoing macroeconomic challenges and operating for several years in an environment customer faces multiple macroeconomic headwinds, from fluctuating uncertainties. In addition, our core uncertain medical costs, and the timetable and strength of food and energy costs to rising and We completed our first full year of tobacco product sales in 2014, with favorable impacts on our net of tobacco product sales in 2014, completed our first full year We high quality national brands from leading sales. Our merchandise includes sales and same store quality private brand selections with prices at substantial manufacturers, as well as comparable our customers these national brand and private brand products offer discounts to national brands. We or less) in our convenient small-box (small store) locations. at everyday low prices (typically $10 Executive Overview and in the southern, southwestern, midwestern 27, 2015, primarily as of February located in 43 states such including consumable products offer a broad selection of merchandise, We eastern United States. products and pet supplies, and cleaning products, health and beauty as food, paper and basic apparel. home decor and domestics, and such as seasonal merchandise, non-consumable products Financial Statements and the notes thereto. It also should be read in conjunction with the Cautionary conjunction with should be read in thereto. It also and the notes Statements Financial set forth in the disclosures Risk Factors and the Statements Forward-Looking Regarding Disclosure Item 1A of this report, respectively. Introduction and in ITEM 7. AND FINANCIAL CONDITION OF DISCUSSION MANAGEMENT’S ANALYSIS AND 10-K as follows.Basispoints,referredtobelow,areequal to0.01percentoftotalsales. repurchases, resultedinsolidoveralloperatingandfinancial performancein2014ascomparedto2013 with compassionandintegrity. this meansmeetingtheirexpectationsofanefficientlyandprofitablyrunorganizationthatoperates means givingbacktoourstorecommunitiesthroughcharitableandotherefforts.For shareholders, environment thatattractsandretainskeyemployeesthroughouttheorganization.For thepublic,this well-stocked storeswithqualityproductsatlowprices.For employees,this meanscreatingan customers thismeanshelpingthem‘‘Savetime.Savemoney.Everyday!’’byprovidingclean, workers’ compensationandgeneralliabilityexpenses. stores andelsewhereinthecompany.Additional itemsthatwerelowerasapercentageofsalesinclude Going forward,wewillcontinuetosimplifyoreliminateunnecessaryworkandoptimizelaborinour store laborcostsasapercentageofsales,inpart,bysimplifyingvarioustasksperformedthestores. and utilitiescostscontributedtotheincreaseinSG&A.Conversely,weagainsuccessfullyloweredour level requiredunderourannualcashincentivecompensationprogramwasnotmet.Additionally, rent significant increaseinincentivecompensationexpense,asthe2013thresholdfinancialperformance expenses (‘‘SG&A’’) thatdonotaffectthecustomerexperience.In2014,ourfinancialresultsreflecta We arecommittedasanorganizationtoreducecosts,particularlyselling,generalandadministrative due inparttotheanticipatedcontinuedeconomicpressuresdiscussedabove. outpace thenon-consumablescategoriesagainin2015,albeittoalesserdegreethanrecentyears, non-consumables categories,includingseasonal.We expectthegrowthofconsumablestocontinue seen positiveresultsfromourhomeandapparelsegments,remaincommittedtoallof such costs.Accordingly, overallpriceincreases passedthroughtoourcustomerswereminimal.We have Commodities costinflationwasminimalin2014and,someinstances,weexperiencedadecrease increased ourofferingof$1fooditemsandthenumberofferingsfromSmart&Simplebrand. purchase goodsatentrylevelpricepointsandisdoingsowithgreaterfrequency.To thisend,we profit ratesthannationalbrands.We believethatourcorecustomeriscontinuingtoseekoutand popular nationallyadvertisedbrandsandourownprivatebrands,whichgenerallyhavehighergross low pricestrategy.Inourconsumablescategory,westrivetooffertheoptimalbalanceofmost our pricingandmarkdownbusinessmodel,amongothers,whileremainingcommittedtoeveryday utilization ofprivatebrands,distributionandtransportationefficienciesadditionalimprovementsto ongoing effortstoreduceproductcostsincludingshrinkreduction,effectivecategorymanagement, these initiativeswilloutweighthecorrespondingreductioninourgrossprofitrate.Inaddition,wehave should leadtoincreasesinaveragepurchaseamount.We expecttheimprovementinournetsalesfrom 2014. We believethatbothtobaccoandperishables aresignificantdriversofcustomertrafficthat labor disputeontheU.S.westcoastallcontributedtoadecreaseinouroverallgrossprofitrate Operatingprofitincreased1.9%to$1.77billion,or9.4%ofsales,compared to$1.74billion,or • Netsalesin2014increased8.0%over2013.Salessame-stores 2.8%,withincreases • Our continuedfocusonthesefourpriorities,coupledwithstrongcashflowmanagementandshare Our fourthpriorityistostrengthenandexpandDollarGeneral’scultureofservingothers.For Our thirdpriorityisleveragingprocessimprovementsandinformationtechnologytoreducecosts. point decreaseinourgrossprofitrate,coupledwitha 19basis-pointincreaseinSG&A. 9.9% ofsalesin2013.Thedecreaseouroperating profit ratewasattributabletoa36basis- $223, upfrom$220in2013. were tobacco,perishablesandcandysnacks.Average sales per squarefootin2014were in 2014anddrove82%ofthetotalincrease.Departments withthemostsignificantincreases in bothcustomertrafficandaveragetransactionamount. Consumablesrepresented76%ofsales 30 10-K 31 We have identified the following as our most critical financial metrics: have identified We per store basis over 2013. incentive compensation expense as well as an increase in rent expense; partially offset by expense; partially increase in rent as well as an compensation expense incentive that factors, see the detailed discussion other to store labor costs. For efficiencies relating follows. billion. as of January 30, 2015 were $2.74 long-term obligations 2013. Stock repurchase activity during or $3.17 per diluted share, for income of $1.03 billion, earnings per share. to the increase in diluted 2013 and 2014 contributed our cash flows from operating primarily utilized to 2013. We increase of 8.4% compared our business and repurchase our common stock. activities to invest in the growth of markdowns, and in addition, sales of lower margin items increased at a proportionally higher at a proportionally items increased sales of lower margin and in addition, markdowns, items. sales of higher margin rate than • Gross profit, as a percentage of sales; • as a percentage of sales; Selling, general and administrative expenses, • Operating profit; Finally, we plan to continue to repurchase shares of our common stock in 2015 as well as initiate Finally, we plan to continue to repurchase shares of our common stock Metrics. Financial Key • Same-store sales growth; • Sales per square foot; We are pleased with the performance of our 2014 new stores, remodels and relocations, and in are pleased We We made progress in 2014 on implementing an improved supply chain solution to assist in made progress in 2014 on implementing an improved We • closed 43 stores. 2014 we opened 700 new stores, remodeled or relocated 915 stores, and During 14.1 million shares of our outstanding common stock Also in 2014, we repurchased approximately expect our sales on our four key operating priorities. We In 2015, we plan to continue to focus • in 2015, an of cash flows from operating activities generated approximately $1.31 billion We • 2.9% on a turnover was 4.8 times on a rolling four-quarter basis. Inventories increased Inventory • in 2014 to $88.2 million. Total constant, decreasing by $0.8 million Interest expense was relatively • compared to net or $3.49 per diluted share, for 2014, reported net income of $1.07 billion, We • in a significant increase due primarily to of sales, was SG&A, as a percentage The increase in • in promotional primarily to an increase 36 basis points due rate declined by Our gross profit quarterly cash dividends, subject to Board discretion, to further enhance shareholder return. quarterly cash dividends, subject to Board discretion, to further enhance solution is helping us improve our ordering processes in the stores and has contributed to our work solution is helping us improve our ordering believe we have in maintaining efficient inventory levels. We simplification efforts and improvements and optimization of store labor in 2015. additional opportunities for work simplification 2015 we plan to open 730 new stores and to remodel or relocate 875 stores. customer to purchase more non-consumable items. We plan to focus our efforts on effectively serving plan to focus items. We customer to purchase more non-consumable them with the selection they want at the right price points in our core customers’ needs by providing 2015. to make further progress in 2015, expect and ordering. We promotional and core inventory forecasting our SKUs will be managed through this solution. The supply chain and we expect that eventually all of for $800.1 million. consumables as we expect our customer to continue to face growth in 2015 to again be driven by optimistic recent economic tailwinds may encourage our economic challenges, although we are 10-K of ourbusinessmayaffectcomparisonsbetweenperiods. full yearmaynotbeindicativeofresultsexpectedfortheentireyear.Furthermore, theseasonalnature Expenses, andtoagreaterextentoperatingprofit,varybyquarter.Results ofaperiodshorterthan historically beenhigherthansalesachievedineachofthefirstthreequartersfiscalyear. of holiday-relatedmerchandise,salesinourfourthquarter(November,DecemberandJanuary)have fiscal yearendsontheFriday closesttoJanuary31.Allfiscalyearswere52-weekaccountingperiods. represent fiscalyearsendedJanuary30,2015,31,2014,andFebruary 1,2013,respectively.Our Results ofOperations periods. comments onfinancialperformanceinthecurrentyearperiodsascomparedwithprior Readers shouldrefertothedetaileddiscussionofouroperatingresultsbelowforadditional Adjusted debttoEarningsbeforeinterest,incometaxes,depreciationandamortizationrent • Return oninvestedcapital;and • Earningsbeforeinterest,incometaxes,depreciationandamortization; • Earningspershare; • Netincome; • Cashflow; • Seasonality. Accounting Periods. expense. The natureofourbusinessisseasonaltoacertainextent.Primarily becauseofsales The followingtextcontainsreferencestoyears2014,2013,and2012,which 32 10-K 72.5 7.6% 0.32 11.2% 1,317.0 11.1% 1,482.0 9.2% $ $ $ $ (0.8) (0.8) (38.9) (30.4) 2014 vs. 2013 2013 vs. 2012 32.9 1.9 80.9 4.9 52.512.3 3.240.2 2.0 130.9 3.9% 8.7 58.50.32 10.7 10.1% 85.589.7 3.871.0 8.0 87.1 7.3 54.1 4.0 23.9 5.1 2.5 (18.9) (100.0) (11.1) (37.0) 366.8 6.7333.9 350.3 9.0 6.9 269.4 7.9 1,159.3 8.8% 1,405.41,038.7 8.0% 8.6 1,131.7 10.3 Amount Amount 33 18.9 30.0 0.00% 0.11%8.89% 0.19% 3.26% 9.30%5.63% 3.45% 9.35% 3.49 5.86% 3.40% $ 5.95% 3.17 $ 2.85 $ 9.36%88.20.47% 9.92% 89.0 0.51% 10.33% 0.80% 127.9 6.37%5.49% 6.37% 5.53% 6.63% 5.89% 615.5 603.2 544.7 69.31% 68.95%30.69% 68.26% 31.05%21.33% 31.74% 21.14% 21.41% 75.73%12.40% 75.19% 12.91% 73.93% 13.56% 2014 2013 2012 Change Change % Change % Change 1,680.9 1,628.31,065.3 1,497.4 $ 1,025.1 $ 952.7 $ 5,802.5 5,435.74,033.4 5,085.4 3,699.6 3,430.1 2,345.01,205.4 2,259.51,038.1 1,115.6 2,172.4 1,061.6 967.2 943.3 $14,321.1 $13,161.8 $11,844.8 $ $18,909.6 $17,504.2 $16,022.1 $ ...... The net sales increase in 2014 reflects a same-store sales increase of 2.8% compared to The net sales increase in 2014 reflects a same-store sales increase of 2.8% ...... $ ...... — ...... $ ...... Net Sales. The following table contains results of operations data for fiscal years 2014, 2013 and 2012, and years 2014, 2013 data for fiscal results of operations table contains The following share income taxes expense administrative expenses period. Changes in same-store sales are calculated based on the comparable calendar weeks in the period. Changes in same-store sales are calculated based on the comparable The remainder of the prior year, and include stores that have been remodeled, expanded or relocated. by sales from closed stores. The increase in sales in 2014 was attributable to new stores, partially offset amounts resulting from the increase in sales reflects increased customer traffic and average transaction sales of tobacco products, refinement of the Company’s merchandise offerings, including a full year’s Diluted earnings per which accounted for sales of $17.82 billion. Same-stores 2014, there were 11,052 same-stores 2013. For at the end of the reporting include stores that have been open for at least 13 months and remain open % of net sales Income taxes % of net sales Net income % of net sales Interest expense % of net sales Other (income) % of net sales Income before Selling, general and % of net sales Operating profit . .% of net sales . 1,769.1 1,736.2 1,655.3 % of net sales Net sales Cost of goods sold . .% of net sales 13,107.1Gross profit % of net sales 12,068.4 10,936.7 % of net sales Seasonal % of net sales Home products % of net sales Apparel the dollar and percentage variances among those years. among those and percentage variances the dollar millions, (amounts in except per share amounts) Net sales by category: Consumables 10-K Declines inworkers’compensation andgeneralliabilityexpensesalsocontributed totheoverall compensation program.Retail laborexpenseincreasedataratelower thanourincreaseinsales. 2013 financialperformance didnotsatisfycertainperformancerequirementsunder ourcashincentive improvement of27basispoints.We hadasignificantdecrease inincentivecompensationexpense,as collective action. while the2013resultsincludeexpensesof$8.5million foralegalsettlementofpreviouslydecertified expenses. The2014periodincludedexpensesof$14.3 millionrelatingtoanattemptedacquisition, cash backondebitcardtransactions,andareduction inworkers’compensationandgeneralliability a ratelowerthanourincreaseinsales,theintroduction ofconveniencefeeschargedtocustomersfor rent andutilities.Partially offsettingtheseincreasedcosts wereretaillaborexpense,whichincreasedat requirements underourcashincentivecompensation program. The2014resultsalsoreflectincreasesin compensation expense,asourprioryear2013financial performancedidnotsatisfycertain in 2013,anincreaseof19basispoints.Theresultsreflectasignificantincentive provision of$1.4millionin2012. certain products.TheCompanyrecordedaLIFObenefitof$11.0millionin2013comparedto relatively higherretailprices.Thesefactorswerepartiallyoffsetbyareductioninnetpurchasecostson inventory shrinkagerate,partiallyattributabletotheadditionofcertainconsumableproductswith consumables whichcontributedtolowerinitialinventorymarkups.Inaddition,weexperiencedahigher comprising alargerportionofournetsales,primarilyastheresultincreasedsaleslowermargin majority ofthegrossprofitratedecreasein2013ascomparedto2012wasdueconsumables Gross profitincreasedby6.9%in2013,andasapercentageofsales,decreased69basispoints.The provision of$4.2millionin2014comparedtoaLIFObenefit$11.02013. offerings. Thesefactorswerepartiallyoffsetbyhigherinitialinventorymarkups.We recordedaLIFO increased salesoflowermarginconsumablesincludingtobaccoproductsandexpandedperishables an ongoingtrendofconsumablescomprisingalargerportionournetsales,primarilyastheresult primarily duetoincreasedpromotionsdrivenbycompetitivepressures.Inaddition,weareexperiencing points. Themostsignificantfactoraffectingthegrossprofitratewasanincreaseinmarkdowns, in 2013.Grossprofitincreasedby6.7%2014,andasapercentageofsales,decreased36basis and strivetoadjustitwhenappropriate. years. Becauseoftheimpactsalesmixongrossprofit,wecontinuallyreviewourmerchandise gross profitratethantheotherthreecategories,hasgrownmostsignificantlyoverpastseveral many ofoursmallerstores,wereimplementedthroughouttheyear. stores wascompletedinthefirsthalfofyearwhileotherinitiatives,includingspaceoptimization the firstandsecondquartersof2013.Theexpansioncoolersforperishablesinover1,600existing and snackscontributingthemajorityofincrease.Tobacco wasaddedinthestoresprimarilyduring of consumablesoutpacedournon-consumables,withsalestobaccoproducts,perishables,andcandy increase insalesreflectsincreasedcustomertrafficandaveragetransactionamounts.Increases increase insales2013wasattributabletonewstores,partiallyoffsetbyfromclosedstores.The 2013, therewere10,387same-storeswhichaccountedforsalesof$16.37billion.Theremainderthe snacks contributingthemajorityofincreaseinsalesconsumables. consumables outpacedournon-consumables,withsalesoftobaccoproducts,perishables,andcandy the expansionofperishables,andenhancedutilizationstoresquarefootage.Increasesinsales Of ourfourmajormerchandisecategories,theconsumablescategory,whichgenerallyhasalower The netsalesincreasein2013reflectsasame-storeof3.3%comparedto2012.For SG&A expensewas21.1%asapercentageofsalesin 2013comparedto21.4%in2012,an SG&A Expense. The grossprofitrateasapercentageofsaleswas31.1%in2013comparedto31.7%2012. Gross Profit. The grossprofitrateasapercentageofsaleswas30.7%in2014comparedto31.1% SG&A expensewas21.3%asapercentageofsalesin2014comparedto21.1% 34 10-K 35 In 2013, we recorded pretax losses of $18.9 million resulting from the pretax losses of $18.9 million resulting In 2013, we recorded Interest expense remained relatively constant in 2014 compared to 2013. See the in 2014 compared relatively constant remained Interest expense The effective income tax rates for 2014, 2013, and 2012 were expenses of 36.6%, The effective income tax rates for 2014, The 2012 effective tax rate of 36.4% was greater than the statutory tax rate of 35% due primarily The 2012 effective tax rate of 36.4% was greater than the statutory tax three of our distribution The entities involved in the ownership structure underlying the leases for The effective income tax rate for 2013 was 37.0% compared to a rate of 36.4% for 2012 which The effective income tax rate for 2013 The effective income tax rate for 2014 was 36.6% compared to a rate of 37.0% for 2013 which The effective income tax rate for 2014 Other (Income) Expense. Income Taxes. The decrease in interest expense in 2013 compared to 2012 is due to lower all-in interest rates 2012 is due to lower all-in interest expense in 2013 compared to The decrease in interest million as of January 30, 2015 debt of $62.0 million and $139.5 had outstanding variable-rate We Interest Expense. centers meet the accounting definition of a Variable Interest Entity (‘‘VIE’’). One of these distribution centers meet the accounting definition of a Variable and equipment are reflected centers has been recorded as a financing obligation whereby its property two distribution centers have in our consolidated balance sheets. The land and buildings of the other these VIEs and, accordingly, are not the primary beneficiary of been recorded as operating leases. We Other than the foregoing, we have not included these entities in our consolidated financial statements. are not party to any material off balance sheet arrangements. benefits associated with federal jobs credits. to the inclusion of state income taxes in the total effective tax rate. Off Balance Sheet Arrangements represents a net increase of 0.6 percentage points. The 2012 amounts were favorably impacted by the represents a net increase of 0.6 percentage that did not reoccur, to the same extent, in 2013. This effective resolution of income tax examinations by the recording of an income tax benefit in 2013 associated with tax rate increase was partially offset could have assessed the expiration of the assessment period during which the taxing authorities reflects larger income tax additional income tax associated with our 2009 tax year. In addition, 2013 authorizing the WOTC credit has expired for employees hired after December 31, 2014. In the past, authorizing the WOTC credit has expired Congress has reenacted the law on a retroactive basis. It is when these credit provisions have expired, credits will be retroactively renewed in this instance. The uncertain as to whether (or when) WOTC periods for employees hired on or before December 31, 2014; Company will receive credits in future will be significantly lower than what has been recognized in however, the future period credit received reenactment. 2014 and prior years without WOTC 37.0%, and 36.4%, respectively. points. The effective income tax rate decreased from 2013 represents a net decrease of 0.4 percentage of state income tax examinations and other state income tax due principally to the favorable resolution amount in 2014 compared to 2013. As in prior years, we receive a reserves, which increased by a lesser to wages paid to certain newly hired employees that qualify for significant income tax benefit related Credit or ‘‘WOTC’’). The federal law Opportunity Tax Work federal jobs credits (principally the termination of our senior secured credit facilities. In 2012, we recorded pretax losses of $29.0 million 2012, we recorded pretax losses of $29.0 senior secured credit facilities. In termination of our million aggregate principal amount of our senior subordinated resulting from the redemption of $450.7 interest. notes due 2017 plus accrued and unpaid primarily resulting from the completion of a refinancing in April 2013. from the completion of a refinancing primarily resulting rate swaps. The the impact of interest respectively, after taking into consideration and January 31, 2014, fixed rate 30, 2015 and January 31, 2014 was outstanding indebtedness at January remainder of our debt. costs that increased from 2012 to 2013 at a rate higher than our increase in sales, including increase in sales, higher than our to 2013 at a rate increased from 2012 costs that customer purchases volume of with the increased and fees associated and amortization depreciation with debit cards. transacted of various regarding the financing under ‘‘Liquidity and Capital Resources’’ detailed discussion expense in the periods presented. and the related effect on interest long-term obligations decrease in SG&A expense as a percentage of sales. The above items were partially offset by certain items were partially of sales. The above as a percentage in SG&A expense decrease 10-K covenants thatrequirethe maintenance ofaminimumfixedchargecoverageratio andamaximum all assets;andsubsidiaryindebtedness,amongotherlimitations. TheFacilities alsocontainfinancial place limitationsontheincurrenceofliens;change business;mergersorsalesofallsubstantially Facilities can beprepaidinwholeorpartatanytime.TheFacilities containcertaincovenantsthat April 11,2018.AsofJanuary30,2015,thebalanceon theTerm Facility was$925.0million.The August 1,2014.Thefinalquarterlypaymentofthethen-remainingbalance willbedueatmaturityon senior unsecureddebtratings. letter ofcreditfeesundertheFacilities aresubjecttoadjustmenteachquarterbased onourlong-term Facilities, and letterofcreditfees.Theapplicablemarginsforborrowings,thefacilityfeesand base-rate borrowings.We mustalsopayafacilityfee,payableonanyusedand unusedamountsofthe margin forborrowingsasofJanuary30,2015was1.275% forLIBORborrowingsand0.275% option, either(a)LIBORor(b)abaserate(whichisusuallyequaltotheprimerate).Theapplicable 2018. term loanfacilitiesinanaggregateamountofupto$150.0million.TheFacilities matureonApril11, subject toagreementbyoneormorelenders,increasedrevolvingcommitmentsand/orincremental Facility’’) whichprovidesfortheissuanceofletterscreditup to$250.0million.We mayrequest, balance of$1.0billionandan$850.0millionseniorunsecuredrevolvingcreditfacility(the‘‘Revolving Facilities provide additionalliquidityforouroperations. from timetoconsidertheissuanceofdebt,equityorothersecurities,proceedswhichcould control. Dependingonourliquiditylevels,conditionsinthecapitalmarketsandotherfactors,wemay to maintainsufficientliquiditymaybeaffectedbynumerousfactors,manyofwhichareoutsideour for aperiodthatincludesthenexttwelvemonthsaswellseveralyears.However,ourability obligations, projectedworkingcapitalrequirements,spendingandplanneddividendpayments under theFacilities, andaccesstothedebtmarketswillprovidesufficientliquidityfundourcurrent below. We had$821.5millionavailableforborrowingundertheFacilities atJanuary30,2015. includes balancesundertheFacilities, andseniornotes,allofwhicharedescribedingreaterdetail outstanding debt(includingthecurrentportionoflong-termobligations)$2.74billion,which outstanding $1.8billionaggregateprincipalamountofseniornotes.At January30,2015,wehadtotal growth, remodelsandrelocationsin2015. we operatedasofJanuary30,2015.We intendtocontinueourcurrentstrategyofpursuingstore approximately 19%,andweremodeledorrelocated2,089stores,18%ofthestores that period,weexpandedthenumberofstoresoperateby1,852,representinggrowth flows fromoperatingactivitiesandincurredapproximately$1.48billionincapitalexpenditures.During Current Financial ConditionandRecent Developments Liquidity andCapitalResources Effects ofInflation We haveafive-year$1.85billionunsecured creditagreement(the‘‘Facilities’’), andwehave During thepastthreeyears,wehavegeneratedanaggregateofapproximately$3.66billionincash We experiencedlittleornooverallproduct costinflationin2014,2013and2012. The Term Facility amortizesinquarterlyinstallmentsof$25.0million,whichcommencedon Borrowings undertheFacilities bearinterestatarateequaltoanapplicablemarginplus,our The Facilities consistofaseniorunsecuredtermloanfacility (the ‘‘Term Facility’’) withaninitial We believeourcashflowfromoperationsandexistingbalances,combinedwithavailability 36 10-K and 37 , both with a stable outlook, and Moody’s reaffirmed our senior In February 2015, Standard & Poor’s reaffirmed our senior unsecured debt rating of BBB reaffirmed our senior unsecured debt 2015, Standard & Poor’s In February In January 2014 we consummated a transaction pursuant to which we sold and subsequently leased In January 2014 we consummated a transaction pursuant to which we sold The Senior Indenture contains covenants limiting, among other things, our ability (subject to The Senior Indenture contains covenants for events of default which, if any of them occurs, would The Senior Indenture also provides We may redeem some or all of the Senior Notes at any time at redemption prices set forth in the may redeem some or all of the Senior Notes We We have $500.0 million aggregate principal amount of 4.125% senior notes due 2017 (the ‘‘2017 principal amount of 4.125% senior have $500.0 million aggregate We As of January 30, 2015, we had total outstanding letters of credit of $43.6 million, $28.5 million of of $43.6 million, letters of credit had total outstanding 30, 2015, we As of January Facility under the Revolving 2015, we anticipate potential borrowings the remainder of fiscal For our credit ratings on watch with negative implications and Moody’s had placed all of our credit ratings our credit ratings on watch with negative implications and Moody’s had Dollar. Our current Family on review for downgrade due to the proposed business combination with ability to finance our credit ratings, as well as future rating agency actions, could (i) impact our affect our insurance premiums operations on satisfactory terms; (ii) affect our financing costs; and (iii) cash proceeds of approximately $281.6 million. Rating Agencies our corporate debt rating of BBB had placed all of and Poor’s Standard unsecured debt rating of Baa3 with a stable outlook. Previously, permit or require the principal of and accrued interest on our Senior Notes to become or to be permit or require the principal of and declared due and payable. Sale Leaseback Transaction This transaction resulted in back the land, buildings and related improvements for 233 of our stores. certain exceptions) to consolidate, merge, or sell or otherwise dispose of all or substantially all of our certain exceptions) to consolidate, merge, of our subsidiaries to incur or guarantee indebtedness secured by assets; and our ability and the ability significant subsidiaries. liens on any shares of voting stock of payable in cash on April 15 and October 15 of each year and commenced on October 15, 2013. payable in cash on April 15 and October of a change of control triggering event, which is defined in the Senior Indenture. Upon the occurrence Senior Notes has the right to require us to repurchase some or all Senior Indenture, each holder of our price in cash equal to 101% of the principal amount of such holder’s Senior Notes at a purchase if any, to the repurchase date. thereof, plus accrued and unpaid interest, mature on April 15, 2018; and $900.0 million aggregate principal amount of 3.25% senior notes due principal amount of 3.25% senior 2018; and $900.0 million aggregate mature on April 15, on April 15, of $2.4 million, which mature Notes’’), net of discount at issuance 2023 (the ‘‘2023 Senior comprise Notes and the 2023 Senior Notes the 2017 Senior Notes, the 2018 Senior 2023. Collectively, issued pursuant to an indenture as modified by supplemental the ‘‘Senior Notes’’, each of which were Senior Notes (as so supplemented, the ‘‘Senior Indenture’’). indentures relating to each series of payable in cash on January 15 and July 15 of each year and Interest on the 2017 Senior Notes is on the 2018 Senior Notes and the 2023 Senior Notes is commenced on January 15, 2013. Interest borrowings to fund repurchases of common stock. borrowings to fund Senior Notes of 1.875% million aggregate principal amount mature on July 15, 2017, $400.0 Senior Notes’’) which which of discount at issuance of $0.5 million, (the ‘‘2018 Senior Notes’’), net senior notes due 2018 also contain customary affirmative covenants and events of default. covenants customary affirmative also contain Facility. under the Revolving which were anticipated at any one time, including any of approximately $500 million outstanding up to a maximum leverage ratio. As of January 30, 2015, we were in compliance with all such covenants. The Facilities with all such covenants. in compliance 30, 2015, we were ratio. As of January leverage 10-K bid/offer spreads,whichfactorswedeemedtobeimmaterial asofJanuary30,2015. instruments. Whenappropriate,valuationsarealsoadjusted forvariousfactorssuchasliquidityand changes inmarketratesandvolatilities,whichaffect the totalexpectedexposureofderivative adjustments overtime,includingchangesinthecredit spreadsofthepartiestocontracts,aswell settlement valuesofourderivativeliabilities.Various factorsimpactchangesinthecreditvaluation ratings foranysignificantchanges. postings, thresholds,mutualputs,andguarantees.Additionally, we activelymonitorcounterpartycredit we haveconsideredtheimpactofnettingandanyapplicable creditenhancements,suchascollateral provider. Inadjustingthefairvalueofourderivative contracts fortheeffectofnonperformancerisk, calculations representimpliedcreditdefaultswapspreads obtainedfromathirdpartycreditdata counterparties withpubliclyavailablecreditinformation,thespreadsoverLIBORusedin utilized forourowncreditspreadarebasedonimpliedspreadsfrompublicly-tradeddebt.For derivative isderivedusingmarket-observableinputs,suchasyieldcurvesandvolatilities.Theinputs credit valuationadjustmentisreflectedinourderivativevaluations.Thetotalexpectedexposureofa counterparty, andourowncreditspreadisappliedtothecounterparty’sexposureus,net exposure, suchasinterestrateswaps,thecounterparty’screditspreadisappliedtoourexposure applying eachcounterparty’screditspreadtotheapplicableexposure.For derivativeswithtwo-way of thederivatives(whichincorporatesbothcurrentandpotentialfutureexposure)then derivatives. Thecreditvaluationadjustmentsarecalculatedbydeterminingthetotalexpectedexposure risk andtherespectivecounterparty’snonperformanceinfairvaluemeasurementsofour generally beverified. correlations ofsuchinputs.For ourderivatives,allofwhichtradeinliquidmarkets,modelinputscan inputs, includingcontractualterms,marketprices,yieldcurves,creditmeasuresofvolatility,and market. We usesimilarmodels tovaluesimilarinstruments.Valuation modelsrequireavarietyof of, andspecificrisksinherentin,theinstrumentaswellavailabilityofpricinginformationin are used,theselectionofaparticularmodeltovaluederivativedependsuponcontractualterms quotations, oralternativepricingsourceswithreasonablelevelsofpricetransparency.Wheremodels market-based inputstomodels,modelcalibrationmarket-clearingtransactions,brokerordealer observable dataorinformationderivedfromcorroboratedbymarket-observabledata,including the fairvaluehierarchy,assignificantinputstooverallvaluationsarebasedonmarket- Fair Value Accounting Market Risk’’below. $875.0 million.For moreinformationseeItem7A,‘‘QuantitativeandQualitativeDisclosuresabout under ourFacilities. At January30,2015,wehadinterestrateswapswithatotalnotionalamountof underlying economicexposure.Ourprincipalinterestrateexposurerelatestooutstandingamounts the valueoffinancialinstrumentsaregenerallyoffsetbyreciprocalchangesin between thederivativefinancialinstrumentandunderlyingexposurebeinghedged,fluctuationsin are intendedtoreduceriskbyhedginganunderlyingeconomicexposure.Becauseofhighcorrelation Interest RateSwaps will beabletomaintainorimproveourcurrentcreditratings. and collateralrequirementsnecessaryforourself-insuredprograms.Therecanbenoassurancethatwe We useinterestrateswapstominimizethe riskofadversechangesininterestrates.Theseswaps As ofJanuary30,2015,thenetcreditvaluationadjustments hadaninsignificantimpactonthe We incorporatecreditvaluationadjustmentstoappropriatelyreflectbothourownnonperformance We 2of haveclassifiedourinterestrateswaps, asfurtherdiscussedinItem7A.below,Level 38 10-K Payments Due by Period Payments Commitments Expiring by Period Commitments Expiring 39 5,875 1,068 2,114 957 1,736 15,100 $ 15,100 $ — $ — $ — 353,570225,021 71,770 83,165 125,478 93,738 61,967 31,097987,784 94,355 963,720 17,021 24,064 — — 6,626,501 793,274 1,454,936 1,232,628 3,145,663 1,002,884 $ 978,820 $ 24,064 $ — $ — $2,736,995 $ 100,090 $ 700,555 $1,025,955 $$9,947,962 910,395 $1,049,367 $2,376,821 $2,352,604 $4,169,170 $10,950,846 $2,028,187 $2,400,885 $2,352,604 $4,169,170 (f)...... $ ...... $ ...... period of cash settlement with the taxing authorities for the $10.7 million of reserves for uncertain period of cash settlement with the taxing authorities for the $10.7 million tax positions. obligations. to letters of credit). fixtures, and merchandise purchases (excluding such purchases subject to make reasonably reliable estimates of the are currently unable reflected in these totals. We of a merger transaction in 2007 were discounted in order to arrive at estimated fair value. All of a merger transaction in 2007 were basis in our consolidated balance sheets. other amounts are reflected on an undiscounted balance sheets. purchase supplies, fixtures, letters of credit for import merchandise, and other inventory zero as of January 30, 2015), the balance of our tax increment financing of $12.0 million, and the zero as of January 30, 2015), the balance loan facility of $50 million. unhedged portion of the senior term loss and automobile insurance. As these obligations do not insurance, general liability, property represent undiscounted estimates based upon actuarial have scheduled maturities, these amounts and general liability which existed as of the date for workers’ compensation assumptions. Reserves includes projected interest on variable rate long-term debt, using 2014 year end rates. Variable rate rate long-term debt, using 2014 year end rates. Variable includes projected interest on variable of the senior revolving credit facility (which had a balance of long-term debt includes the balance The following table summarizes our significant contractual obligations and commercial contractual obligations our significant table summarizes The following commercial commitments Subtotal Subtotal (e) Purchase obligations include legally binding agreements for software licenses and support, supplies, (f) are not have potential payment obligations associated with uncertain tax positions that We (c) in deferred rent in our consolidated Operating lease obligations are inclusive of amounts included (d) agreements, Commercial commitments include information technology license and support (b) portion of the risk for our workers’ compensation, employee health retain a significant We Total contractual obligations and Total (a) debt and capital lease obligations, and obligations for interest payments on long-term Represents Commercial commitments(d)Letters of credit Purchase obligations(e) Total 1 year 1 - 3 years 3 - 5 years 5+ years Capital lease obligations Interest(a) Self-insurance liabilities(b) Operating leases(c) commitments as of January 30, 2015 (in thousands): as of January commitments Contractual obligationsLong-term debt obligations Total 1 year 1 - 3 years 3 - 5 years 5+ years Contractual Obligations Contractual 10-K Significant componentsof the increaseincashflowsfromoperatingactivitieswere relatedtochanges percentage ofsales,in2013 asdescribedinmoredetailaboveunder‘‘Results ofOperations.’’ 2012 includeincreasednetincomedueprimarilyto salesandlowerSG&Aexpenses,asa compared toadecreaseof$29.5million,or9%,in2013. of $22.0million,or9%,in2013.Theapparelcategory increasedby$37.1million,or13%,in2014 1%, in2013.Thehomeproductscategorywasessentially unchangedin2014comparedtoanincrease seasonal categoryincreasedby$13.8million,or3%,in 2014comparedtoadecreaseof$4.7million,or $178.4 million,or12%,in2014comparedtoanincrease of$168.0million,or12%,in2013.The 2014, comparedtoa7%increasein2013.Inventorylevels intheconsumablescategoryincreasedby openings, thetimingofpurchases,andotherfactors. Merchandise inventoriesincreasedby9%during manage ourinventorybalances,andtheymayfluctuate fromperiodtobasedonnewstore volume andtimingofdomesticmerchandisereceipts. Onanongoingbasis,wecloselymonitorand $36.9 millionincreasein2013.Theaccountspayableduring2014wasdueprimarilytothe was partiallyoffsetbyaccountspayable,whichincreased$97.2millionin2014comparedtoa Operations.’’ Merchandiseinventoriesincreasedbyagreateramountin2014comparedto2013,which increased salesandoperatingprofitin2014asdescribedmoredetailaboveunder‘‘Results of flows fromoperatingactivitiesin2014comparedto2013includeincreasednetincomedueprimarily 2014, anincreaseof$101.7millioncomparedto2013.Significantcomponentstheincash Cash Flows negative developmentscouldhaveamaterialadverseeffectonourliquidity. income tax-relatedcontingenciesasdisclosedinNote4totheconsolidatedfinancialstatements.Future developments inthoseactionscouldmateriallyandadverselyaffectourliquidity.We alsohavecertain legal actionsandclaims,someofwhichcouldpotentiallyresultinmaterialcashpayments.Adverse focus forus. related merchandise.Efficientmanagementofourinventoryhasbeenandcontinuestobeanarea purchases areoftensomewhatseasonalinnature,suchasthepurchaseofwarm-weatherorChristmas- can haveasignificantimpactonourcashflowsfromoperationsduringgivenfiscalyear.Inventory other intangibleassetsasofJanuary30,2015.Ourabilitytoeffectivelymanageourinventorybalances factors thatourBoardmaydeemrelevant. our resultsofoperations,cashrequirements,financialcondition,contractualrestrictionsandother future cashdividendsaresubjecttotheBoard’sdiscretionandwilldependupon,amongotherthings, Although theBoardcurrentlyintendstocontinueregularquarterlycashdividends,paymentof $0.22 persharewhichwillbepaidonApril22,2015toshareholdersofrecord8,2015. Other Considerations to theconsolidatedfinancialstatements. authorization hasnoexpirationdate.For moredetailaboutoursharerepurchaseprogram,seeNote12 in privatelynegotiatedtransactionsfromtimetosubjectmarketandotherconditions,the $1.2 billionatMarch12,2015.Undertheauthorization,purchasesmaybemadeinopenmarketor existing commonstockrepurchaseprogram.Thetotalremainingauthorizationisapproximately Share Repurchase Program On March10,2015,theBoardofDirectorsapprovedaquarterlycashdividendtoshareholders On March10,2015,theCompany’sBoardofDirectorsauthorizeda$1.0billionincreasetoour Significant componentsoftheincreaseincashflowsfrom operatingactivitiesin2013comparedto Cash flowsfromoperatingactivities. As describedinNote8totheconsolidatedfinancialstatements,weareinvolvedanumberof Our inventorybalancerepresentedapproximately49%ofourtotalassetsexclusivegoodwilland Cash flowsfromoperatingactivitieswere$1.31billionin 40 10-K 41 Significant components of property and equipment purchases Significant components of property Capital expenditures during 2015 are projected to be in the range of $500-$550 million. We Capital expenditures during 2015 are projected to be in the range of $500-$550 Significant components of property and equipment purchases in 2012 included the following Significant components of property and equipment purchases in 2012 included Significant components of property and equipment purchases in 2013 included the following Significant components of property Cash flows from investing activities. In addition, our merchandise inventories increased by 7% during 2013, compared to a 19% inventories increased by In addition, our merchandise anticipate funding 2015 capital requirements with existing cash balances, cash flows from operations, anticipate funding 2015 capital requirements with existing cash balances, under our Revolving and if necessary, as of January 30, 2015, we also have significant availability of approximately 730 new plan to continue to invest in store growth and development We Facility. expenditures in 2015 are stores and approximately 875 stores to be remodeled or relocated. Capital initiatives, including anticipated to support our store growth as well as our remodel and relocation approximate amounts: $155 million for new leased stores; $151 million for improvements, upgrades, approximate amounts: $155 million for new leased stores; $151 million or built by us; $83 million remodels and relocations of existing stores; $132 million for stores purchased and $17 million for for distribution centers; $27 million for systems-related capital projects; and remodeled or relocated transportation-related projects. During 2012, we opened 625 new stores 592 stores. significant portion of the construction cost of a distribution center in Pennsylvania; $76 million for cost of a distribution center in Pennsylvania; significant portion of the construction $28 million for information systems upgrades and technology- stores purchased or built by us; and 650 new stores and remodeled or relocated 582 stores. Our related projects. During 2013, we opened consummated in January 2014 for 233 of our stores resulted in sale-leaseback transaction which we of approximately $281.6 million. proceeds from the sale of these properties from investing activities decreased from 2013 to 2014, due primarily to a sale-leaseback transaction in from investing activities decreased from 2013 (more fully described below). for improvements, upgrades, remodels and relocations of existing approximate amounts: $187 million stores; $112 million for distribution centers, which included a stores; $124 million for new leased in 2014 included the following approximate amounts: $127 million for improvements, upgrades, in 2014 included the following approximate stores; $102 million for new leased stores; $64 million for remodels and relocations of existing projects; $38 million for stores built by us; and $35 million for distribution and transportation-related projects. The timing of new, remodeled and information systems upgrades and technology-related other factors may affect the relationship between such openings relocated store openings along with purchases in any given period. During 2014, we opened 700 and the related property and equipment Cash flows 915 stores. See ‘‘—Liquidity and Capital Resources.’’ new stores and remodeled or relocated increase of $245.7 million, or 22%, in 2012. The seasonal category decreased by $4.7 million, or 1%, in category decreased by $4.7 million, million, or 22%, in 2012. The seasonal increase of $245.7 increased in 2012. The home products category an increase of $70.2 million, or 18%, 2013 compared to The apparel of $56.2 million, or 29%, in 2012. in 2013 compared to an increase $22.0 million, or 9%, or 9%, in 2013 compared to an increase of $16.0 million, or 5%, category decreased by $29.5 million, in 2012. payments for income taxes, and changes in Accounts payable, which are affected by the timing and mix which are affected by the timing payable, taxes, and changes in Accounts payments for income of which were domestic purchases. the most significant category of merchandise purchases, due to our in 2013 was less than the prior year percentage increase in inventories increase in 2012. The Inventory our related efforts to control shrink. effective inventory management and emphasis on more to an million, or 12%, in 2013 compared category increased by $168.0 levels in the consumables other. The impact of the changes in inventory balances, which increased in both years but by a lesser increased in both balances, which in inventory impact of the changes other. The affecting Accrued below. Items positively in more detail to 2012, is explained 2013 compared amount in and non-income for legal settlements and payments the timing of accruals and other include expenses from the favorable 2012 resulting of accruals during and the adjustment sales taxes), taxes (primarily offsetting the positive recur in 2013. Partially tax examinations which did not resolution of income cash compensation accruals, increased discussed above were reduced incentive impact of the items in working capital, including Merchandise inventories, Accounts payable and Accrued expenses and and Accrued payable Accounts Merchandise inventories, capital, including in working 10-K calculation aswelltheending inventoryvaluationatcost.Thesesignificantestimates, coupledwith others, initialmarkups,markdowns,andshrinkage,which significantlyimpactthegrossprofit method calculationarecertainsignificantmanagement judgmentsandestimatesincluding,among are currentlytakenasareductionoftheretailvalue of inventories.Inherentintheretailinventory due toitspracticality.Also,theuseofRIMwillresult invaluinginventoriesatLCMifmarkdowns a departmentlevel.TheRIMisanaveragingmethod thathasbeenwidelyusedintheretailindustry which arecomputedbyapplyingacalculatedcost-to-retail inventoryratiototheretailvalueofsalesat inventory method(‘‘RIM’’)tocalculategrossprofitand theresultingvaluationofinventoriesatcost, (‘‘LCM’’) withcostdeterminedusingtheretaillastin, firstout(‘‘LIFO’’)method.We usetheretail accounting policies. estimates. SeeNote1totheconsolidatedfinancialstatementsforadetaileddiscussionofourprincipal the Audit Committee hasreviewedthedisclosurespresentedbelowrelatingtothosepoliciesand selection ofthecriticalaccountingestimateswithAudit Committeeof ourBoardofDirectors,and significant judgments,assumptions,andestimates.Managementhasdiscussedthedevelopment the resultingchangescouldhaveamaterialeffectonfinancialstatementstakenaswhole. appropriate. However,ifactualexperiencediffersfromtheassumptionsandotherconsiderationsused, estimation, butarenotdeemedcriticalasdefinedbelow.We believetheseestimatesarereasonableand the estimatespresentedbelow,thereareotheritemswithinourfinancialstatementsthatrequire make estimatesandassumptionsthataffectreportedamountsrelateddisclosures.Inadditionto Critical AccountingPolicies andEstimates facility were$101.8millionduring2012. resulting inacashoutflowof$477.5million.Netborrowingsunderourseniorsecuredrevolvingcredit subordinated notesdue2017ataredemptionpriceof105.938%theprincipalamountthereof, notes due2017.AlsoinJuly2012,weredeemedtheremainingaggregateprincipalamountofsenior $671.4 million.InJuly2012,weissued$500.0millionaggregateprincipalamountof4.125%senior stock atatotalcostof$620.1million. related totherefinancing.Alsoin2013,werepurchased11.0millionoutstandingsharesofourcommon $130.9 millionduring2013.We paiddebtissuancecostsandhedgingfeestotaling$29.2millionin2013 $1.96 billionand$155.6millionattermination.NetrepaymentsundertheRevolving Facility were used toextinguishourprevioussecuredtermloanandrevolvingcreditfacilitieswhichhadbalancesof issuance ofSeniorNotestotalingapproximately$1.3billion.Proceeds fromthesetransactionswere issuance oflong-termobligationswhichincludesthe$1.0billionunsecuredTerm Facility andthe Facility during2014. period werethesameamount,resultinginnonetincreasetoamountsoutstandingunderRevolving balance oftheTerm Facility. Borrowingsandrepayments undertheRevolving Facility duringthe2014 our commonstockatatotalcostof$800.1million.We maderepaymentsof$75.0milliononthe construction inTexas; technologyinitiatives;aswellroutineandongoingcapitalrequirements. costs tosupportandenhanceoursupplychaininitiativesincludingthedistributioncenterunder capital outlaysforleaseholdimprovements,fixturesandequipment;theconstructionofnewstores; The 2013cashflowsfromfinancingactivitiesreflectourrefinancinginApril2013,includingthe Cash flowsfromfinancingactivities. Merchandise Inventories. Management believesthefollowingpoliciesandestimatesarecriticalbecausetheyinvolve The preparationoffinancialstatementsinaccordancewithU.S.GAAP requiresmanagementto In 2012werepurchased14.4millionoutstandingsharesofourcommonstockatatotalcost Merchandise inventoriesarestatedatthelowerofcost ormarket In 2014,werepurchased14.1millionoutstandingsharesof 42 10-K 43 The qualitative and quantitative assessments related to the profit, such as those relating to seasonal merchandise; profit, such as those statement date; and store and the financial selling price relationship and turnover; relationship and selling price We believe our estimates and assumptions related to merchandise inventories have generally been believe our We Goodwill and Other Intangible Assets. We calculate our shrink provision based on actual physical inventory results during the fiscal calculate our shrink provision based on actual We Factors such as slower inventory turnover due to changes in competitors’ practices, consumer such as slower Factors • of the last physical inventory at a inventory shrinkage between the date inaccurate estimates of •LCM and/or LIFO reserves. inaccurate estimates of in estimating the include the use of historical experience that reduce potential distortion Factors •terms of its cost and fairly uniform in that is not to a group of products applying the RIM • different rates of gross over a period of time that include applying the RIM to transactions judgments and/or assumptions. Significant judgments required in the analysis of qualitative factors may judgments and/or assumptions. Significant judgments required in the analysis importance of those factors include determining the appropriate factors to consider and the relative testing process may along with other assumptions. Significant judgments required in the quantitative rates, correctly applying include projecting future cash flows, determining appropriate discount if necessary, and other valuation techniques, correctly computing the implied fair value of goodwill accurate in recent years and we do not currently anticipate material changes in these estimates and accurate in recent years and we do not currently anticipate material changes assumptions. assets are each subject to valuation and any potential impairment of goodwill and other intangible recorded during the previous twelve months by the related sales for the same period for each store. To recorded during the previous twelve inventories yield different results than this estimated accrual, our the extent that subsequent physical period will include the impact of adjusting the estimated effective shrink rate for a given reporting we perform physical inventories in virtually all of our stores on results to the actual results. Although reporting periods from year an annual basis, the same stores do not necessarily get counted in the same to year, which could impact comparability in a given reporting period. factors could cause reduced purchases from vendors and associated vendor allowances that would also factors could cause reduced purchases consolidated financial statements. result in an unfavorable impact on our shrink occurring subsequent to a physical inventory through the period and an accrual for estimated accrual is calculated as a percentage of sales at each retail end of the fiscal reporting period. This determined by dividing the book-to-physical inventory adjustments store, at a department level, and is inventory in future periods. Inventory is reviewed on a quarterly basis and adjusted to reflect write- inventory in future periods. Inventory downs as appropriate. unseasonable weather patterns, among other factors, could cause preferences, consumer spending and estimated markdowns to entice consumer purchases, resulting in excess inventory requiring greater than financial statements. Sales shortfalls due to the above an unfavorable impact on our consolidated for inclusion in the index formulation. An actual valuation of inventory under the LIFO method is of inventory under the LIFO index formulation. An actual valuation for inclusion in the interim levels and costs at that time. Accordingly, each year based on the inventory made at the end of levels, sales for of expected year-end inventory are based on management’s estimates LIFO calculations for the year and are thus subject to adjustment in the year and the expected rate of inflation/deflation inventory analysis for also perform interim We the final year-end LIFO inventory valuation. policy is to write down inventory to an LCM value based on determining obsolete inventory. Our estimated markdowns and sales required to liquidate such various management assumptions including shrink provision (see discussion below) and an annual LIFO analysis whereby all SKUs are considered LIFO analysis whereby all SKUs are discussion below) and an annual shrink provision (see figures. Factors that can lead to distortion in the calculation of the inventory balance include: inventory balance calculation of the to distortion in the that can lead figures. Factors the fact that the RIM is an averaging process, can, under certain circumstances, produce distorted cost produce distorted circumstances, can, under certain averaging process, the RIM is an the fact that 10-K Uncertain taxpositionsrequire determinationsandliabilitiestobeestimatedbased onprovisionsofthe greater than50%likelyto be realizeduponultimatesettlementoftherespective taxposition. more likelythannotcriteria,thebenefitrecordedfor thetaxpositionequalslargestamountthatis technical merits,uponexaminationbythetaxingauthorities. Ifthetaxpositionisexpectedtomeet made astowhetheritismorelikelythannotthatthe positionwillbesustained,baseduponthe companies toassesseachincometaxpositiontakenusing atwo-stepprocess.Adeterminationisfirst established byaccountingstandardsrelatingtouncertainty inincometaxes.Thesestandardsrequire financial results. required torecordadditionalexpensesorexpensereductions, whichcouldbematerialtoourfuture patterns, orotherunanticipatedeventsaffectthenumber andsignificanceoffutureclaims,wemaybe anticipated tocontinuebemateriallyaccurate.Iffuture claimtrendsdeviatefromrecenthistorical developed usingactuarialmethodologiesbasedonhistoricalclaimtrends,whichhavebeenandare on anundiscountedbasisbasedactualclaimdataandestimatesofincurredbutnotreportedclaims primarily duetoourlargeemployeebaseandnumberofstores.Provisions aremadefortheseliabilities employee health,propertyloss,automobileandgeneralliability.Theserepresentsignificantcosts assumptions orprojectionscouldmateriallyaffectthedeterminationoffairvalueimpairment. accordance withU.S.GAAP. Althoughnotcurrentlyanticipated,changes intheseestimates, (discounted atourcreditadjustedrisk-freerate)orotherreasonableestimatesoffairmarketvaluein estimated fairvalue.Thevalueisbasedprimarilyuponprojectedfuturecashflows recognized forimpairmentisequaltothedifferencebetweencarryingvalueandasset’s analysis couldbeimpactedaccordingly.Ifalong-livedassetisfoundtoimpaired,theamount difficult topredict.Ifourestimatesoffuturecashflowsarenotmateriallyaccurate,impairment estimates offutureprofitabilitywhichencompassesmanyfactorsthataresubjecttovariabilityand estimate ofundiscountedfuturestorecashflowsisbaseduponhistoricaloperationsthestoresand of theassetsexceedsestimatedundiscountedfuturecashflowsgeneratedbyassets.Our we believehavebeenmateriallyaccurateinrecentyears. and theassignmentofdepreciablelivesinvolvessignificantjudgmentsuseestimates,which accumulated depreciationandamortizationaccounts.Thevaluationclassificationoftheseassets store andwarehousefixtures,whenfullydepreciated,areremovedfromthecostrelated amortized overthelesserofapplicableleasetermorestimatedusefullifeasset.Certain estimated averageusefullifeofeachassetclass,exceptforleaseholdimprovements,whichare relatively homogeneousclassesandgenerallyprovidefordepreciationonastraight-linebasisoverthe future impairmentcharges. cash flowsthatcouldbeexpectedtohaveanadverseeffectsuchasaviolationofdebtcovenantsor assessment oforadjustmenttotheseassetswasrequired.We arenotcurrentlyprojectingadeclinein completed duringthethirdquarterof2014.Noindicatorsimpairmentwereevidentandno these judgmentsorassumptionsareincorrectflawed,theanalysiscouldbenegativelyimpacted. fair valueorimpairment.Future indicatorsofimpairmentcouldresultinanassetcharge.If anticipated, changesintheseestimatesandassumptionscouldmateriallyaffectthedeterminationof available information,whichinrecentyearshavebeenmateriallyaccurate.Althoughnotcurrently estimates takingintoaccountrecentfinancialperformance,markettrends,strategicplansandother assumptions. Future cashflowprojectionsarebasedonmanagement’sandrepresentbest Property andEquipment. Our mostrecenttestingofourgoodwillandindefinitelivedtradenameintangibleassetswas Contingent Liabilities—IncomeTaxes. Insurance Liabilities. Impairment ofLong-livedAssets. We retainasignificantportionoftheriskforourworkers’compensation, Property andequipmentarerecordedatcost.We group ourassetsinto Impairment oflong-livedassetsresultswhenthecarryingvalue Income taxreservesaredeterminedusingthemethodology 44 10-K 45 Many of our stores are subject to build-to-suit We are subject to legal, regulatory and other proceedings regulatory and other subject to legal, are We Accounting standards for the measurement of fair value of assets and Accounting Our share-based stock option awards are valued on an individual grant Our share-based stock option awards Fair Value Measurements. Value Fair Share-Based Payments. Lease Accounting and Excess Facilities. Contingent Liabilities—Legal Matters. Liabilities—Legal Contingent liabilities establish a fair value hierarchy that distinguishes between market participant assumptions liabilities establish a fair value hierarchy that distinguishes between market entity (observable inputs based on market data obtained from sources independent of the reporting that are classified within Levels hierarchy) and the reporting entity’s own assumptions 1 and 2 of the Levelabout market participant assumptions (unobservable inputs classified within 3 of the hierarchy). Therefore, Level on an entity’s own assumptions, as there is little, if any, 3 inputs are typically based based payments include estimated forfeiture rates of share-based awards. Historically, these estimates based payments include estimated forfeiture rates of share-based awards. from actual experience, have not been materially inaccurate; however, if our estimates differ materially which could be material to we may be required to record additional expense or reductions of expense, our future financial results. basis using the Black-Scholes-Merton closed form option pricing model. We believe that this model closed form option pricing model. We basis using the Black-Scholes-Merton awards. The application of this valuation model involves fairly estimates the value of our share-based highly sensitive in the valuation of stock options, which affects assumptions that are judgmental and the term that the options compensation expense related to these options. These assumptions include applicable interest rates and are expected to be outstanding, the historical volatility of our stock price, affect the expensing of share- the dividend yield of our stock. Other factors involving judgments that record the difference between the recognized rental expense and the amounts payable under the lease record the difference between the recognized as deferred incentive rent and allowances, to the extent received, are recorded as deferred rent. Tenant reflect as a liability any over the term of the lease. We amortized as a reduction to rent expense and the amounts actually paid. Improvements of leased difference between the calculated expense of the life of the applicable lease term or the estimated properties are amortized over the shorter useful life of the asset. of defined sales volume. We recognize contingent rental expense when the achievement of specified recognize contingent rental expense when the achievement of defined sales volume. We record minimum rental expense on a straight-line basis over We sales targets is considered probable. commencing on the date that we take physical possession of the the base, non-cancelable lease term includes a period prior to store opening to make necessary property from the landlord, which normally store fixtures. When a lease contains a predetermined fixed leasehold improvements and install recognize the related rent expense on a straight-line basis and escalation of the minimum rent, we be insufficient time to establish a liability prior to the actual incurrence of the loss (upon verdict and actual incurrence of the loss (upon to establish a liability prior to the be insufficient time negotiated settlement). for example, or in the case of a quickly judgment at trial, typically carry a primary lease term of up to 15 years with multiple arrangements with landlords, which these leases have also have stores subject to shorter-term leases and many of renewal options. We have provisions for contingent rentals based upon a percentage renewal options. Certain of our stores which includes an analysis of whether such loss estimates are probable, reasonably possible, or remote. are probable, reasonably possible, analysis of whether such loss estimates which includes an significant information becomes on a quarterly basis or as new and re-evaluate these assessments We should be or if any existing liability whether a liability should be established available to determine different ultimately may be substantially cost of resolving a claim or proceeding adjusted. The actual U.S. GAAP because it is not permissible under the recorded liability. In addition, than the amount of there may and estimable, in some cases liability until the loss is both probable to establish a litigation prove to be inaccurate, the resulting adjustments could be material to our future financial results. to our future could be material resulting adjustments be inaccurate, the prove to upon the proceedings based these claims and as appropriate for liabilities establish We and claims. disclosures of these with the fairly present, in conjunction of losses and to and estimability probability review We view of our exposure. statements and SEC filings, management’s matters in our financial of loss, to assess probability and estimates and proceedings with external counsel outstanding claims tax law which may be subject to change or varying interpretation. If our determinations and estimates If our determinations interpretation. to change or varying may be subject tax law which 10-K predict thepossibleimpactthatsuchrequirementsmayhaveonouruseofderivativeinstruments. related interpretationspertainingtotheseinstrumentsmaybeissuedinthefuture,andwecannot greater volatilityinourresultsofoperations.Further, newregulations,accountingstandards,and may nolongerbeconsideredprobabletooccur.Ifhedgeaccountingweredisalloweditcouldcause effective,’’ asdefined,welltheriskthathedgedtransactionsincashflowhedgingrelationships and currentlymeetthestricthedgeaccountingrequirementsmaynotqualifyinfutureas‘‘highly above, wealsobeartheriskthatcertainderivativeinstrumentshavebeendesignatedashedges materially accuratevaluations. and highlysensitiveinthefairvaluecomputations.Inrecentyears,thesemethodologieshaveproduced involves assumptionssuchasdiscountedcashflowanalysisandinterestratecurvesthatarejudgmental models indeterminingthevaluesoftheseassetsandliabilities.Theapplication intangible assets,debtinstruments,andtoalesserdegreeourinvestments.We usevariousvaluation 3inputs. have noassetsorliabilitiesthatarevaluedbasedsolelyonLevel related marketactivity,andthusrequiretheuseofsignificantjudgmentestimates.Currently,we Derivative Financial Instruments. Our fairvaluemeasurementsareprimarilyassociatedwithourderivativefinancialinstruments, In additiontoestimatingthefairvalueofderivativesasdiscussed 46 10-K 47 Market conditions and periodic uncertainties in the global credit markets may increase the credit Market conditions and periodic uncertainties in the global credit markets A change in interest rates on variable rate debt impacts our pre-tax earnings and cash flows; A change in interest rates on variable Currently, we are counterparty to certain interest rate swaps with a total notional amount of Currently, we are counterparty to certain We manage our interest rate risk through the strategic use of fixed and variable interest rate debt through the strategic use of fixed manage our interest rate risk We We are exposed to market risk primarily from adverse changes in interest rates, and to a lesser in interest rates, from adverse changes risk primarily exposed to market are We our ability to effectively manage our interest rate risk may be materially impaired. We attempt to impaired. We our ability to effectively manage our interest rate risk may be materially position and creditworthiness of manage counterparty credit risk by periodically evaluating the financial each counterparty, and where such counterparties, monitoring the amount for which we are at risk with be no assurance that we will possible, dispersing the risk among multiple counterparties. There can manage or mitigate our counterparty credit risk effectively. outstanding as of January 30, 2015 and January 31, 2014, respectively, the annualized effect of a one outstanding as of January 30, 2015 interest rates would have resulted in a pretax reduction of our percentage point increase in variable $0.6 million in 2014 and $1.4 million in 2013. earnings and cash flows of approximately fail to perform under risk of counterparties to our swap agreements. In the event such counterparties on terms favorable to us, our swap agreements and we are unable to enter into new swap agreements whereas a change in interest rates on fixed rate debt impacts the economic fair value of debt but not whereas a change in interest rates on Our interest rate swaps qualify for hedge accounting as cash flow our pre-tax earnings and cash flows. fluctuations related to the effective portion of these cash flow hedges. Therefore, changes in market until the accrued interest is recognized on the derivatives hedges do not impact our pre-tax earnings on our variable rate borrowing levels and interest rate swaps and the associated hedged debt. Based see Note 5 to the consolidated financial statements. see Note 5 to the consolidated financial 2012 in order to mitigate a portion of the variable rate interest $875.0 million entered into in May to mature in May 2015. Under the terms of These swaps are scheduled exposure under the Facilities. LIBOR rates for fixed interest rates, resulting in the payment these agreements we swapped one month notional amount of $875.0 million. of an all-in fixed rate of 1.86% on a and, from time to time, derivative financial instruments. Our principal interest rate exposure relates to Our principal interest rate exposure time, derivative financial instruments. and, from time to As of January 30, 2015, we had variable rate debt Facilities. outstanding amounts under our unsecured under our Revolving and no borrowings outstanding Facility Term borrowings of $925 million under our we a portion of the variable rate interest exposure under the Facilities, In order to mitigate Facility. a detailed discussion of our Facilities, swaps in recent years. For have entered into various interest rate instruments for speculative or trading purposes, and any such derivative financial instruments are such derivative financial instruments or trading purposes, and any instruments for speculative of high economic exposure. Because to reduce risk by hedging an underlying intended to be used hedged, and the underlying exposure being the derivative financial instrument correlation between in the are generally offset by reciprocal changes value of the financial instruments fluctuations in the economic exposure. value of the underlying Interest Rate Risk Financial Risk Management Financial including use financial instruments, may periodically this risk, we minimize prices. To degree commodity pursuant must be authorized and executed financial instrument transactions derivatives. All derivative policy, we do not buy or sell financial Board of Directors. As a matter of to approval by the ITEM 7A. ABOUT DISCLOSURES MARKET RISK QUALITATIVE AND QUANTITATIVE 10-K March 20,2015 Nashville, Tennessee (2013 framework)andourreportdatedMarch20,2015expressedanunqualifiedopinionthereon. Framework issuedby the CommitteeofSponsoringOrganizationsTreadway Commission financial reportingasofJanuary30,2015,basedoncriteriaestablishedinInternalControl-Integrated Oversight Board(UnitedStates),DollarGeneralCorporationandsubsidiaries’internalcontrolover accounting principles. the threeyearsinperiodendedJanuary30,2015,conformitywithU.S.generallyaccepted and January31,2014,theconsolidatedresultsoftheiroperationscashflowsforeach the consolidatedfinancialpositionofDollarGeneralCorporationandsubsidiariesatJanuary30,2015 believe thatourauditsprovideareasonablebasisforopinion. estimates madebymanagement,aswellevaluatingtheoverallfinancialstatementpresentation.We financial statements.Anauditalsoincludesassessingtheaccountingprinciplesusedandsignificant audit includesexamining,onatestbasis,evidencesupportingtheamountsanddisclosuresin reasonable assuranceaboutwhetherthefinancialstatementsarefreeofmaterialmisstatement.An Oversight Board(UnitedStates).Thosestandardsrequirethatweplanandperformtheaudittoobtain audits. management. Ourresponsibilityistoexpressanopiniononthesefinancialstatementsbasedour period endedJanuary30,2015.ThesefinancialstatementsaretheresponsibilityofCompany’s income, comprehensiveshareholders’equityandcashflowsforeachofthethreeyearsin subsidiaries asofJanuary30,2015and31,2014,therelatedconsolidatedstatements Dollar GeneralCorporation The BoardofDirectorsandShareholders FINANCIALSTATEMENTS ANDSUPPLEMENTARY DATA ITEM 8. We conductedourauditsinaccordancewith thestandardsofPublicCompanyAccounting We haveauditedtheaccompanyingconsolidated balancesheetsofDollarGeneralCorporationand We alsohaveaudited,inaccordancewiththestandardsofPublicCompanyAccounting In ouropinion,thefinancialstatementsreferredtoabovepresentfairly,inallmaterialrespects, Report Accounting Firm ofIndependentRegistered Public 48 /s/ Ernst&Young LLP 10-K (7,327) (9,910) 59,40025,268 59,148 21,795 34,961 35,378 413,760 368,578 601,590285,309 614,026 296,546 265,514 277,424 579,823 $170,265 505,566 147,048 101,158 $ 75,966 2015 2014 1,388,154 1,286,484 1,987,7402,639,427 1,811,971 2,742,788 3,048,8062,403,045 3,009,226 2,125,453 5,710,038 5,402,193 2,782,521 2,552,993 3,532,6092,116,075 3,205,607 4,338,589 2,080,305 1,201,870 4,338,589 1,207,645 January 30, 31, January $11,224,104 $10,867,524 $11,224,104 $10,867,524 49 ...... — — ...... $ ...... CONSOLIDATED BALANCE SHEETS BALANCE CONSOLIDATED ...... (In thousands, except per share amounts) except per share (In thousands, ...... $ ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR ...... The accompanying notes are an integral part of the consolidated financial statements. The accompanying notes are an integral part of the consolidated financial and 317,058 shares issued and outstanding at January 30, 2015 and January 31, 2014, respectively Additional paid-in capital Additional earnings Retained other comprehensive loss Accumulated shareholders’ equity Total Preferred stock, 1,000 shares authorized stock, 1,000 Preferred Common stock; $0.875 par value, 1,000,000 shares authorized, 303,447 Deferred income taxes current liabilities Total Current portion of long-term obligations payable Accounts other expenses and Accrued Income taxes payable Cash and cash equivalents Merchandise inventories expenses and other current assets Prepaid current assets Total Total liabilities and shareholders’ equity Total Commitments and contingencies Shareholders’ equity: Long-term obligations Deferred income taxes Other liabilities LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES AND SHAREHOLDERS’ Current liabilities: Net property and equipment Net property and Goodwill Other intangible assets, net Other assets, net assets Total ASSETS Current assets: 10-K Weighted averagesharesoutstanding: Earnings pershare: Net income Income taxexpense Income beforeincometaxes Other (income)expense Interest expense Operating profit Selling, generalandadministrativeexpenses Gross profit Cost ofgoodssold Net sales Diluted Basic Diluted Basic ...... $ ...... The accompanyingnotesare anintegralpartoftheconsolidatedfinancialstatements...... $ ...... $ ...... DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... — ...... CONSOLIDATED STATEMENTS OFINCOME ...... (In thousands,exceptpershareamounts) ...... 50 1,0,8 1,0,6 $16,022,128 $17,504,167 $18,909,588 aur 0 aur 1 February 1, January31, January 30, 317011,6,2 10,936,727 12,068,425 13,107,081 ,6,4 ,2,1 952,662 $ 1,025,116 1,497,394 $ 1,065,345 1,628,330 1,655,276 1,680,861 3,430,125 1,736,185 5,085,401 3,699,557 1,769,093 5,435,742 4,033,414 5,802,507 0521 2013 2014 2015 1,1 0,1 544,732 603,214 615,516 0,8 2,5 334,469 332,254 323,854 322,886 305,681 304,633 8228,8 127,926 88,984 88,232 .9$31 2.85 2.87 $ $ 3.17 3.17 $ $ 3.49 3.50 For theYear Ended 88129,956 18,871 10-K For the Year Ended the Year For 2,583 (6,972) 2,253 2015 2014 2013 January 30, 31, January 1, February $1,065,345 $1,025,116 $952,662 $1,067,928 $1,018,144 $954,915 51 (In thousands) ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF COMPREHENSIVE STATEMENTS CONSOLIDATED ...... The accompanying notes are an integral part of the consolidated financial statements. The accompanying notes are an integral part of the consolidated financial income tax expense (benefit) of $1,671, $(4,461) and $1,448, (benefit) of $1,671, $(4,461) and income tax expense respectively Net income of related (loss) on hedged transactions, net Unrealized net gain Comprehensive income 10-K Balances, January30,2015 Exercise ofshare-basedawards hr-ae opnainepne.——3,3 37,338 — — 37,338 — — Tax benefitfromstockoption Repurchases ofcommonstock . Share-based compensationexpense Unrealized netgain(loss)on Net income Balances, January31,2014 Exercise ofshare-basedawards hr-ae opnainepne.——2,6 20,961 — — 20,961 — — Tax benefitfromstockoption Repurchases ofcommonstock . Share-based compensationexpense Unrealized netgain(loss)on Net income Balances, February 1,2013 Other equitytransactions Exercise ofshare-basedawards hr-ae opnainepne.——2,6 21,664 — — 21,664 — — Tax benefitfromstockoption Repurchases ofcommonstock . Share-based compensationexpense Unrealized netgain(loss)on Net income Balances, February 3,2012 exercises hedged transactions exercises hedged transactions exercises hedged transactions The accompanyingnotesare anintegralpartoftheconsolidatedfinancialstatements...... — — — — ...... — ...... — — — — ...... — ...... — — — — ...... — ...... CONSOLIDATED STATEMENTS OFSHAREHOLDERS’EQUITY .....———— — — — ...... ———— — — — ...... ———— — — — ...... DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ....36285 326 ...... 45432 495 ...... (In thousandsexceptpershareamounts) omnAdtoa Other Additional Common 0,4 2554$,4,0 24305$737 $5,710,038 $(7,327) $2,403,045 $3,048,806 $265,514 303,447 1,5 2744$,0,2 21543$990 $5,402,193 $(9,910) $2,125,453 $3,009,226 $277,424 317,058 2,6 2615$,9,5 17072$298 $4,985,330 $(2,938) $1,710,732 $2,991,351 $286,185 327,069 3,8 2588$,6,2 14698$511 $4,674,582 $(5,191) $1,416,918 $2,967,027 $295,828 338,089 1,0)(232 7773 (800,095) — (787,753) — (12,342) (14,106) 1,3)(,5)—(1,9)—(620,052) — (610,395) — (9,657) (11,037) 1,9)(255 1)(5,4)—(671,459) — (658,848) (16) (12,595) (14,394) hrsSokCptlErig osTotal Loss Earnings Capital Stock Shares tc omnPi-nRtie Comprehensive Retained Paid-in Common Stock ,2 9 2,3)——(26,341) — — (27,237) 896 1,026 ,4 ,6 7,8)——(73,120) — — (75,787) 2,667 3,048 52 411——24,151 — — 24,151 700——77,020 — — 77,020 285 (2,373) — — (2,805) ,4 5,047 — — 5,047 ,4 1,728 — — 1,443 ,6,4 1,065,345 — 1,065,345 ,2,1 1,025,116 — 1,025,116 5,6 952,662 — 952,662 Accumulated 692 (6,972) (6,972) ,8 2,583 2,583 ,5 2,253 2,253 10-K 18,871 30,620 (15,996)(13,217) (15,278) — 2,297,177 500,000 For the Year Ended the Year For 2,268 288,466 1,760 8,551 (12,747) 6,774 (2,373) (26,341) (71,393) (1,555) (2,200) (3,071) 12,14774,257 30,990 364,757 87,752 14,683 82,447 $ 73,464 $ 121,712 97,16641,63512,399 36,942 16,265 (5,249) 194,035 (36,741) 138,711 37,338 20,961 21,664 31,586 $ 27,082 $ 39,147 (78,467) (2,119,991) (478,255) (25,048) (4,947) 5,553 (12,147) (30,990) (87,752) (17,734) (36,851) (2,605) 505,566 140,809 126,126 579,823 $ 505,566 $ 140,809 631,483 $ 646,811 $ 422,333 342,353 332,837 302,911 2015 2014 2013 (868,788) (598,330) (546,833) (371,699) (249,978) (569,836) (800,095) (620,052) (671,459) (373,967) (538,444) (571,596) (233,559) (144,943) (391,409) 1,023,000 1,172,900 2,286,700 1,314,744 1,213,065 1,131,352 1,065,345 $ 1,025,116 $ 952,662 (1,023,000) (1,303,800) (2,184,900) January 30, January 31, 1, February ...... 53 ...... — ...... (In thousands) ...... $ ...... — ...... $ ...... — ...... CONSOLIDATED STATEMENTS OF CASH FLOWS OF CASH STATEMENTS CONSOLIDATED ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR ...... — ...... $ ...... $ ...... $ ...... The accompanying notes are an integral part of the consolidated financial statements. The accompanying notes are an integral part of the consolidated financial Accrued expenses and other liabilities Accrued Income taxes Other Accounts payable Accounts Merchandise inventories expenses and other current assets Prepaid Interest Income taxes Loss retirement, net on debt compensation Noncash share-based Other noncash (gains) and losses Change in operating assets and liabilities: included in Accounts payable included in Accounts activities: Depreciation and amortization Deferred income taxes of share-based awards benefit Tax Net increase (decrease) in cash and cash equivalents Borrowings under revolving credit facilities Cash and cash equivalents, end of year Payments for cash flow hedge related to debt issuance Payments of common stock Repurchases taxes paid Other equity transactions, net of employee benefit of share-based awards Tax activities Net cash provided by (used in) financing Cash and cash equivalents, beginning of year Cash flows from financing activities: Issuance of long-term obligations of long-term obligations Repayments of borrowings under revolving credit facilities Repayments Debt issuance costs Supplemental cash flow information: Cash paid for: Net cash provided by (used in) investing activities Net cash provided by (used in) investing Net cash provided by (used in) operating activities Net cash provided by (used in) operating from sales of property and equipment Proceeds Cash flows from investing activities: Purchases of property and equipment Purchases of property and equipment awaiting processing for payment, Purchases of property and equipment under capital lease obligations . . . $ — $ — $ 3,440 Supplemental schedule of noncash investing and financing activities: Cash flows from operating activities: Cash flows from operating Net income income to net cash from operating to reconcile net Adjustments 10-K value ofsalesatadepartment level.TheuseoftheRIMwillresultinvaluinginventories atthelower of inventoriesatcostarecomputed byapplyingacalculatedcost-to-retailinventory ratiototheretail Company’s retailinventory method(‘‘RIM’’),thecalculationofgrossprofitand theresultingvaluation first-out (‘‘LIFO’’)methodasthisresultsina bettermatchingofcostsandrevenues.Underthe Merchandise inventories based uponthespecificidentificationmethod. component ofSelling,generalandadministrative(‘‘SG&A’’) expense. Thecostofsecuritiessoldis discussed belowinNotes6and9)arestatedatfairvalue, withchangesinfairvaluerecordedasa mutual fundsheldpursuanttodeferredcompensation andsupplementalretirementplans,asfurther taxes, reportedasacomponentofAccumulated othercomprehensiveloss.Trading securities (primarily available-for-sale arestatedatfairvalue,withanyunrealized gainsandlosses,netofdeferredincome categorized asheld-to-maturityarestatedatamortizedcost.Debtandequitysecurities held-to-maturity, available-for-sale,ortrading,dependingontheirclassification.Debtsecurities Investments indebtandequitysecurities threshold setbyinsuranceregulators,asfurtherdescribedbelowunder‘‘Insuranceliabilities.’’ 2014, respectively. equivalents totaledapproximately$58.5millionand$44.0atJanuary30,201531, investments. amounts oftheseitemsareareasonableestimatetheirfairvalueduetotheshortmaturity money marketfunds,bankdeposits,certificatesofdeposit,andcommercialpaper.Thecarrying original maturitiesofthreemonthsorlesswhenpurchased.Suchinvestmentsprimarilyconsist Cash andcashequivalents California. Mississippi; andLebec, and Bethel,Pennsylvania, andleasedDCsinArdmore,Oklahoma;Fulton, Missouri; Indianola, Alachua, Florida;Zanesville,Ohio;Jonesville,SouthCarolina;Marion,Indiana;Bessemer,Alabama; The Companyhasowneddistributioncenters(‘‘DCs’’)inScottsville,Kentucky;SouthBoston,Virginia; 2015) in40statescoveringmostofthesouthern,southwestern,midwesternandeasternUnitedStates. subsidiary whichtheCompanydoesnotcontrol.Intercompanytransactionshavebeeneliminated. consolidated financialstatementsincludeallsubsidiariesoftheCompany,exceptforitsnot-for-profit 52-week accountingperiods.TheCompany’sfiscalyearendsontheFriday closesttoJanuary31.The ended January30,2015,31,2014,andFebruary 1,2013,respectively,eachofwhichwere Basis ofpresentation 1. Basisofpresentationandaccountingpolicies The Companysellsgeneralmerchandiseonaretailbasisthrough11,789stores(asofJanuary30, These notescontainreferencestotheyears2014,2013,and2012,whichrepresentfiscal Inventories arestatedatthelowerofcostormarket with costdeterminedusingtheretaillast-in, The Companyaccountsforinvestmentsindebtandmarketableequitysecuritiesas At January30,2015,theCompanymaintainedcashbalancesto meet a$20millionminimum Payments duefromprocessors forelectronictendertransactionsclassifiedascashand Cash andcashequivalentsincludehighlyliquidinvestmentswithinsignificantinterestraterisk DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES NOTES TOCONSOLIDATED FINANCIALSTATEMENTS 54 10-K 55 DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO As the result of a merger transaction in 2007, the Company’s property and equipment was As the result of a merger transaction Prepaid expenses and other current assets include prepaid amounts for rent, maintenance, business expenses and Prepaid The Company purchases its merchandise from a wide variety of suppliers. The Company’s largest variety of suppliers. The Company’s its merchandise from a wide The Company purchases consideration received from vendors in accordance with The Company accounts for all cash The excess of current cost over LIFO cost was approximately $95.1 million and $90.9 million at $95.1 million and $90.9 million cost over LIFO cost was approximately The excess of current Property and equipment to the merger has been and equipment acquired subsequent recorded at estimated fair values. Property depreciation and amortization on a straight-line basis over the recorded at cost. The Company records Prepaid expenses and other current assets and amounts receivable for certain vendor rebates (primarily those licenses, advertising, and insurance, coupons. expected to be collected in cash) and applicable accounting standards pertaining to such arrangements. Cash consideration received from a applicable accounting standards pertaining a rebate or an allowance and is accounted for as a reduction of vendor is generally presumed to be However, certain specific, incremental and otherwise qualifying merchandise purchase costs as earned. or sale of vendor products may be offset by cash SG&A expenses related to the promotion in accordance with arrangements such as cooperative advertising, consideration received from vendors, to but not exceeding actual incremental costs. when earned for dollar amounts up which is included in cost of goods sold in the consolidated statements of income. in cost of goods sold in the consolidated which is included for approximately 7% of the Company’s purchases in 2014. and second largest suppliers each accounted rebates Vendor January 30, 2015 and January 31, 2014, respectively. Current cost is determined using the RIM on a cost is determined using the January 31, 2014, respectively. Current January 30, 2015 and market price the impacts of rising or falling Under the LIFO inventory method, first-in, first-out basis. recorded a provision or benefit). The Company decrease cost of sales (the LIFO changes increase or in 2012, million in 2013, and $1.4 million of $4.2 million in 2014, $(11.0) LIFO provision (benefit) 1. Basis of presentation and accounting policies (Continued) accounting policies presentation and 1. Basis of value of taken as a reduction of the retail (‘‘LCM’’) if markdowns are currently of cost or market inventory. and distribution are capitalized into directly associated with warehousing inventories. Costs 10-K negative currentandprojected futurecashflowsattheselocations. such amountswouldnotbe recoverableprimarilyduetoinsufficientsalesorexcessive costsresultingin certain ofitsstores’assets. SuchactionwasdeemednecessarybasedontheCompany’s evaluationthat $1.9 millionin2014,$0.52013and$2.7 in2012,toreducethecarryingvalueof adjusted tothefairvaluelesscostsellifthan thebookvalue. adjusted risk-freerate)orotherreasonableestimates offairmarketvalue.Assetstobedisposedare estimated futurecashflowsovertheasset’sremaining usefullife(discountedattheCompany’scredit carrying valueandtheasset’sestimatedfairvalue.The fairvalueisestimatedbasedprimarilyupon found tobeimpaired,theamountrecognizedforimpairment isequaltothedifferencebetween encompasses manyfactorsthataresubjecttovariability anddifficulttopredict.Ifalong-livedassetis based uponhistoricaloperationsofthestoresandestimates offuturestoreprofitabilitywhich expected tobegeneratedbytheassets.TheCompany’s estimateofundiscountedfuturecashflowsis Impairment resultswhenthecarryingvalueofassetsexceedsundiscountedfuturecashflows stores openmorethanthreeyearsforwhichcurrentcashflowsfromoperationsarenegative. appraised valuesoftheunderlyingassets.Generally,Company’spolicyistoreviewforimpairment assets, otherthangoodwill,inrelationtotheoperatingperformanceandfuturecashflowsor Impairment oflong-livedassets were capitalizedin2014,2013and2012. equipment iscapitalizedwhereapplicable.Interestcostsof$0.2million,$1.2millionand$0.6 included indepreciationexpense.Interestonborrowedfundsduringtheconstructionofpropertyand $315.3 millionand$277.2for2014,20132012.Amortizationofcapitalleaseassetsis are summarizedasfollows: assets’ estimatedusefullives.TheCompany’spropertyandequipmentbalancesdepreciablelives 1. Basisofpresentationandaccountingpolicies(Continued) The Companyrecordedimpairmentchargesincluded inSG&Aexpenseofapproximately When indicatorsofimpairmentarepresent,theCompanyevaluatescarryingvaluelong-lived Depreciation expenserelatedtopropertyandequipmentwasapproximately$335.9million, I huad)Lf 052014 2015 Life Amortizedoverthelesseroflife applicable leasetermortheestimateduseful (a) Net propertyandequipment accumulateddepreciationand Less Construction inprogress Furniture, fixturesandequipment improvements Leasehold Buildings improvements Land Land...... (In thousands) amortization life oftheasset. NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) ...... DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... 20 ...... (a) ...... 56 neiie$1239$163,448 $ 172,329 $ Indefinite ercal aur 0 January31, January30, Depreciable 94 0,4 765,555 800,346 39-40 -0225502,078,893 2,295,590 3-10 21605$2,080,305 $2,116,075 ,3,8 1,372,611 1,637,482 3,452,916 3,753,557 6,5 326,122 361,557 83070,332 68,360 48,566 55,375 10-K 57 DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO Noncurrent Other assets consist primarily of qualifying prepaid expenses, debt issuance costs which Noncurrent Other assets consist primarily of qualifying prepaid expenses, The quantitative impairment test for intangible assets compares the fair value of the intangible The quantitative impairment test for The quantitative goodwill impairment test is a two-step process that requires management to make The quantitative goodwill impairment In accordance with accounting standards for goodwill and indefinite-lived intangible assets, an and indefinite-lived intangible assets, accounting standards for goodwill In accordance with The Company amortizes intangible assets over their estimated useful lives unless such lives are useful lives unless such lives intangible assets over their estimated The Company amortizes other deposits. asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an asset with its carrying amount. If the amount equal to that excess. impairment loss is recognized in an Other assets and utility, security and are amortized over the life of the related obligations, beer and wine licenses, value is less than the carrying value, a second step is performed to compute the amount of the value is less than the carrying value, fair value’’ of goodwill. The determination of the implied fair impairment by determining an ‘‘implied Company to allocate the estimated fair value of its reporting unit value of goodwill would require the fair value would represent the implied fair value of to its assets and liabilities. Any unallocated to its corresponding carrying value. goodwill, which would be compared associated assets must be written down to fair value as described in further detail below. associated assets must be written down to use in the calculation. The first step of the process judgments in determining what assumptions of the Company’s reporting unit based on valuation techniques consists of estimating the fair value using revenue and profit forecasts) and comparing that (including a discounted cash flow model carrying value, which includes goodwill. If the estimated fair estimated fair value with the recorded entity has the option first to assess qualitative factors to determine whether events and circumstances first to assess qualitative factors entity has the option that goodwill or an indefinite-lived intangible asset is impaired. indicate that it is more likely than not that the asset is not impaired, then the entity is not If after such assessment an entity concludes if an entity concludes otherwise, then it is required to required to take further action. However, using a quantitative impairment test, and if impaired, the determine the fair value of the asset deemed indefinite. Goodwill and intangible assets with indefinite lives are tested for impairment Goodwill and intangible assets with deemed indefinite. are tested are present. Other intangible assets frequently if indicators of impairment annually or more to fair value Impaired assets are written down indicators of impairment are present. for impairment if identified during any of the periods of intangible assets has been as required. No impairment presented. 1. Basis of presentation and accounting policies (Continued) accounting policies presentation and 1. Basis of intangible assets Goodwill and other 10-K and $49.5millionatJanuary30,201531, 2014,respectively. portion inOtherliabilitiestheconsolidatedbalance sheets,andtotaledapproximately$54.6million paid resultinaliability,withthecurrentportionAccrued expenses andotherthelong-term expense overthetermoflease.Thedifferencebetween thecalculatedexpenseandamounts extent received,arerecordedasdeferredincentiverent andareamortizedasareductiontorent rental expenseandtheamountspayableunderlease asdeferredrent.Tenant allowances, tothe the relatedrentexpenseonastraight-linebasisandrecords thedifferencebetweenrecognized When aleasecontainspredeterminedfixedescalation oftheminimumrent,Companyrecognizes period priortothestoreopeningmakenecessaryleasehold improvementsandinstallstorefixtures. the Companytakesphysicalpossessionofproperty fromthelandlord,whichnormallyincludesa expense onastraight-linebasisoverthebase,non-cancelable leasetermcommencingonthedatethat Operating leasesandrelatedliabilities its self-insuredexposures.ARICcurrentlyinsuresnounrelatedthird-partyrisk. Carolina insuranceregulations,ARICmaintainscertainlevelsofcashandequivalentsrelatedto the retainedworkers’compensationandnon-propertygeneralliabilityexposures.PursuanttoSouth insurance subsidiaryoftheCompany,chargesoperatingcompaniespremiumstoinsure those estimates,futureresultsofoperationswillbeaffectedasthereservesareadjusted. self-insurance reservespursuanttoCompanypolicy.To theextentthatsubsequentclaimcostsvaryfrom general liability,andhealthclaimrisksarederivedusingactuarialmethodsrecordedas Company’s estimatesofsuchrisks.Theundiscountedfutureclaimcostsfortheworkers’compensation, general liability,propertyandautomobileclaimexposures.Accordingly, provisionsaremadeforthe Insurance liabilities charges. legal settlements,freightexpense,accruedbankfees,utilities,andcommonareaothermaintenance expensesandotherliabilities Accrued 1. Basisofpresentationandaccountingpolicies(Continued) Accrued expensesandotherconsistofthefollowing: Rent expenseisrecognized overthetermoflease.TheCompanyrecordsminimumrental Ashley RiverInsuranceCompany(‘‘ARIC’’), aSouthCarolina-basedwhollyownedcaptive The Companyretainsasignificantportionofriskforitsworkers’compensation,employeehealth, Other accruedexpensesprimarilyincludethecurrentportionofliabilitiesforinterestexpense, I huad)21 2014 2015 Other Taxes (otherthantaxesonincome) Insurance Compensation andbenefits (In thousands) ...... NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) ...... DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... $ ...... 58 aur 0 January31, January 30, 4370$368,578 $413,760 2,7 130,982 104,990 128,278 124,893 19484,697 47,909 $ 81,944 78,645 10-K 20,266 $ 17,604 10,69058,21555,222 18,802 62,693 52,285 140,916 145,162 $285,309 $296,546 January 30, January 31, 59 ...... $ ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR ...... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO ...... Insurance Income tax related reserves Deferred gain on sale leaseback Other (In thousands)Compensation and benefits 2015 2014 Level utilize quoted prices (unadjusted) in active markets for identical assets or liabilities 1 inputs The Company utilizes accounting standards for fair value, which include the definition of fair The Company utilizes accounting standards Amounts categorized as ‘‘Other’’ in the table above consist primarily of deferred rent. Amounts categorized as ‘‘Other’’ in Noncurrent Other liabilities consist of the following: Noncurrent Other The Company recognizes contingent rental expense when the achievement of specified sales targets the achievement of specified sales contingent rental expense when The Company recognizes measurement falls is based on the lowest level input that is significant to the fair value measurement in measurement falls is based on the lowest level input that is significant input to the fair value its entirety. The Company’s assessment of the significance of a particular to the asset or liability. measurement in its entirety requires judgment and considers factors specific in Level are directly or indirectly observable for the asset or liability. Level 1 that 2 inputs may include as inputs that are observable for quoted prices for similar assets and liabilities in active markets, as well exchange rates, and yield the asset or liability (other than quoted prices), such as interest rates, foreign curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the is little, if any, observable asset or liability, which are based on an entity’s own assumptions, as there on inputs from different levels market activity. In instances where the fair value measurement is based the entire fair value of the fair value hierarchy, the level in the fair value hierarchy within which between market participant assumptions based on market data obtained from sources independent of between market participant assumptions that are classified within Levelsthe reporting entity (observable inputs and 1 and 2 of the hierarchy) about market participant assumptions (unobservable inputs the reporting entity’s own assumptions classified within Level 3 of the hierarchy). that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value, the framework for measuring not an entity-specific measurement. Therefore, a fair value value is a market-based measurement, based on the assumptions that market participants would use in measurement should be determined for considering market participant assumptions in fair value pricing the asset or liability. As a basis standards establish a fair value hierarchy that distinguishes measurements, fair value accounting Fair value accounting Fair was approximately $4.8 million and $6.0 million, respectively, and is included in Accrued expenses and and is included in Accrued $4.8 million and $6.0 million, respectively, was approximately balance sheets. other in the consolidated Other liabilities 1. Basis of presentation and accounting policies (Continued) accounting policies presentation and 1. Basis of 31, 2014 paid as of January 30, 2015 and January The amount expensed but not is considered probable. 10-K investment inaforeignoperation. Hedgeaccountinggenerallyprovidesforthe matching ofthetiming flow hedges.Derivativesmay alsobedesignatedashedgesoftheforeigncurrency exposureofanet variability inexpectedfuturecashflows,orothertypes offorecastedtransactions,areconsideredcash considered fairvaluehedges.Derivativesdesignatedand qualifyingasahedgeoftheexposureto asset, liability,orfirmcommitmentattributabletoaparticular risk,suchasinterestrateare has satisfiedthecriterianecessarytoapplyhedgeaccounting. derivative inahedgingrelationshipandapplyhedge accounting andwhetherthehedgingrelationship depends ontheintendeduseofderivative,whether theCompanyhaselectedtodesignatea recorded onthebalancesheetatfairvalue.Theaccounting forchangesinthefairvalueofderivatives accounting standardsforsuchinstrumentsandhedging activities,whichrequirethatallderivativesare Derivative financialinstruments hierarchy. 2ofthefairvalue has determinedthatitsderivativevaluationsintheirentiretyareclassifiedLevel review oftheCVA inbasispointsandthepercentageofnotional value.Asaresult,theCompany as apercentageofterminationvalueappeartobemoresignificant,primaryemphasiswasplacedon percentage oftheaggregatenotionalvaluederivativeinstruments.AlthoughsomeCVAs valuations, astheCVAs aredeemedtobeimmaterialintermsofbasis pointsandareaverysmall portfolio, theCompanyhasdeterminedthatCVAs arenotsignificanttotheoverallportfolio overall valuationofitsderivatives.BasedontheCompany’sreviewCVAs bycounterparty overall valuationofitsderivativepositionsandhasdeterminedthattheCVAs arenotsignificanttothe As ofJanuary30,2015,theCompanyhasassessedsignificanceimpactCVAs onthe estimates ofcurrentcreditspreadstoevaluatethelikelihooddefaultbyitselfanditscounterparties. value hierarchy.However,theCVAs 3inputs,suchas associatedwithitsderivativesutilizeLevel 2ofthefair determined thatthemajorityofinputsusedtovalueitsderivativesfallwithinLevel subject tomasternettingagreementsonanetbasisbycounterpartyportfolio.TheCompanyhas accounting policyelectiontomeasurethecreditriskofitsderivativefinancialinstrumentsthatare as collateralpostings,thresholds,mutualputs,andguarantees. risk, theCompanyhasconsideredimpactofnettingandanyapplicablecreditenhancements,such measurements. Inadjustingthefairvalueofitsderivativecontractsforeffectnonperformance own nonperformanceriskandtherespectivecounterparty’sinfairvalue rates (forwardcurves)derivedfromobservablemarketinterestratecurves. payments). Thevariablecashreceipts(orpayments)arebasedonanexpectationoffutureinterest future fixedcashpayments(orreceipts)andthediscountedexpectedvariablereceipts interest rateswapsaredeterminedusingthemarketstandardmethodologyofnettingdiscounted maturity, andusesobservablemarket-basedinputs,includinginterestratecurves.Thefairvaluesof each derivative.Thisanalysisreflectsthecontractualtermsofderivatives,includingperiodto accepted valuationtechniques,includingdiscountedcashflowanalysisontheexpectedflowsof 1. Basisofpresentationandaccountingpolicies(Continued) The valuationoftheCompany’sderivativefinancialinstrumentsisdeterminedusingwidely Derivatives designatedandqualifyingasahedgeofthe exposuretochangesinthefairvalueofan The Companyaccountsforderivativefinancialinstruments inaccordancewithapplicable In connectionwithaccountingstandardsforfairvaluemeasurement,theCompanyhasmadean The Companyincorporatescreditvaluationadjustments(CVAs) toappropriatelyreflectbothits NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES 60 10-K 61 DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO The Company recognizes compensation expense for share-based compensation based on the fair The Company recognizes compensation expense for share-based compensation Advertising costs are expensed upon performance, ‘‘first showing’’ or distribution, and are reflected costs are Advertising The Company recognizes gift card sales revenue at the time of redemption. The liability for the The Company recognizes gift card sales The Company recognizes retail sales in its stores at the time the customer takes possession of The Company recognizes retail sales The Company’s derivative financial instruments, in the form of interest rate swaps at January 30, form of interest rate swaps at January financial instruments, in the The Company’s derivative Share-based payments are estimated at the time of valuation and reduce value of the awards on the grant date. Forfeitures periodically based on the extent expense ratably over the vesting period. This estimate may be adjusted estimate. The forfeiture rate to which actual forfeitures differ, or are expected to differ, from the prior $77.3 million, $70.5 million and $61.7 million in 2014, 2013 and 2012, respectively. These costs primarily $77.3 million, $70.5 million and $61.7 million in 2014, 2013 and 2012, respectively. television and radio advertising, include promotional circulars, targeted circulars supporting new stores, racing activities. in-store signage, and costs associated with the sponsorships of certain automobile and funding for cooperative advertising offset reported expenses by $35.0 million, $31.9 million Vendor $23.6 million in 2014, 2013 and 2012, respectively. Advertising costs advertising amounts provided by vendors which are in SG&A expenses net of earned cooperative or sale of vendor specific, incremental and otherwise qualifying expenses related to the promotion costs were costs. Advertising products for dollar amounts up to but not exceeding actual incremental gift cards is established for the cash value at the time of purchase. The liability for outstanding gift gift cards is established for the cash and $4.3 million at January 30, 2015 and January 31, 2014, cards was approximately $2.5 million breakage revenue, a expenses and other liabilities. Estimated respectively, and is recorded in Accrued be redeemed based on historical redemption rates, is recognized percentage of gift cards that will never the year ended January 30, 2015, the card redemptions. For over time in proportion to actual gift of $2.4 million. Company recorded breakage revenue merchandise. All sales are net of discounts and estimated returns and are presented net of taxes merchandise. All sales are net of discounts that are imposed concurrent with those sales. The liability for assessed by governmental authorities on the Company’s prior experience. The Company records gain retail merchandise returns is based contingencies when realized. 2015, are related to variable interest rate risk exposures associated with the Company’s long-term debt associated with the Company’s long-term variable interest rate risk exposures 2015, are related to derivative The counterparties to the Company’s into in an effort to manage that risk. and were entered its The Company continually monitors major international financial institutions. agreements are all counterparties and does not anticipate nonperformance by the position and the credit ratings of its counterparties. and gain recognition Revenue the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter in a cash flow hedge. The Company of the hedged forecasted transactions the earnings effect risk, even hedge a certain portion of its that are intended to economically into derivative contracts elects not to apply the hedge accounting does not apply or the Company though hedge accounting standards. 1. Basis of presentation and accounting policies (Continued) accounting policies presentation and 1. Basis of in the fair with the recognition of the changes on the hedging instrument of gain or loss recognition hedge or to the hedged risk in a fair value asset or liability that are attributable value of the hedged 10-K revenues andexpensesduring thereportingperiods.Actual resultscoulddifferfromthose estimates. and liabilitiesatthedateof theconsolidatedfinancialstatementsandreported amountsof assumptions thataffectthereportedamountsofassets andliabilitiesdisclosureofcontingentassets principles generallyacceptedintheUnitedStatesrequires managementtomakeestimatesand Management estimates results. prove tobeinaccurate,theresultingadjustmentscould bematerialtotheCompany’sfuturefinancial may besubjecttochangeorvaryinginterpretation.If theCompany’sdeterminationsandestimates require determinationsandestimatedliabilitiestobe made basedonprovisionsofthetaxlawwhich likely toberealizeduponultimatesettlementoftherespective taxposition.Uncertainpositions criteria, thebenefitrecordedfortaxpositionequalslargestamountthatisgreaterthan50% examination bythetaxingauthorities.Iftaxpositionisexpectedtomeetmorelikelythannot more likelythannotthatthepositionwillbesustained,basedupontechnicalmerits, income taxpositiontakenusingatwo-stepprocess.Adeterminationisfirstmadeastowhetherit for incometaxexpense. net changeduringtheyearinCompany’sdeferredincometaxassetsandliabilities. consolidated financialstatementsorincometaxreturns.Deferredexpensebenefitisthe computing thefutureincometaxconsequencesofeventsthathavebeenrecognizedinCompany’s Income taxes as incurred. Store pre-openingcosts basis forperformanceawardsovertheperiodinwhichrecipientearnsawards. price, ifany.Suchexpenseisrecognizedonastraight-linebasisforgradedawardsoranaccelerated as thedifferencebetweenmarketpriceofunderlyingstockongrantdateandpurchase assumptions thatarejudgmentalandhighlysensitiveinthedeterminationofcompensationexpense. Scholes-Merton optionpricingvaluationmodel.Theapplicationofthismodelinvolves has estimatedthefairvalueofallstockoptionawardsasgrantdatebyapplyingBlack- expense onastraight-linebasisbetweentheapplicablegrantdateandeachvestingdate.TheCompany trends, asapplicable.Anincreaseintheforfeitureratewilldecreasecompensationexpense. becoming fullyvested.TheCompanybasesthisestimateonhistoricalexperienceorestimatesoffuture is theestimatedpercentageofoptionsgrantedthatareexpectedtobeforfeitedorcanceledbefore 1. Basisofpresentationandaccountingpolicies(Continued) The fairvalueofeachoptiongrantisseparatelyestimatedandamortizedintocompensation The preparationoffinancialstatementsandrelateddisclosures inconformitywithaccounting Income taxreservesaredeterminedusingamethodologywhichrequirescompaniestoassesseach The Companyincludesincometaxrelatedinterestandpenaltiesasacomponentoftheprovision Under theaccountingstandardsforincometaxes,assetandliabilitymethodisused Pre-opening costsrelatedtonewstoreopeningsandthe constructionperiodsareexpensed The Companycalculatescompensationexpenseforrestrictedstock,shareunitsandsimilarawards NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES 62 10-K As of January 30, 2015 As of January 31, 2014 $1,217,918 $16,048 $1,201,870 $1,264,344 $56,699 $1,207,645 years $ 18,218 $16,048 $ 2,170 years $ 64,644 $56,699 $ 7,945 Remaining Accumulated Indefinite $4,338,589 $Indefinite — 1,199,700 $4,338,589 — 1,199,700 Remaining Accumulated Indefinite $4,338,589 $Indefinite — 1,199,700 $4,338,589 — 1,199,700 63 ...... 1 to 9 ...... 9 to 1 ...... 1 to 8 8 ...... to 1 DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO ...... As of January 30, 2015 and January 31, 2014, the balances of the Company’s intangible assets were As of January 30, 2015 and January Certain financial disclosures relating to prior periods may have been reclassified to conform to the Certain financial disclosures relating In July 2013, the Financial Accounting Standards Board issued an accounting standards update Standards Board issued Accounting In July 2013, the Financial comprehensive new accounting Standards Board issued Financial Accounting In May 2014, the Trade names and trademarks names and Trade Leasehold interests Leasehold interests names and trademarks Trade (In thousands)Goodwill Other intangible assets: Life Amount Amortization Net Other intangible assets: as follows: (In thousands)Goodwill Life Amount Amortization Net Reclassifications current year presentation. 2. Goodwill and other intangible assets standards related to the recognition of revenue. This guidance is effective for annual reporting periods guidance is effective for annual reporting to the recognition of revenue. This standards related allows for is not permitted. The new guidance 15, 2016, and early adoption beginning after December or a modified retrospective approach in the adoption of companies to use either a full retrospective these transition approaches. The Company will adopt this this guidance, and the Company is evaluating year 2017 and is currently in the process of evaluating the effect guidance in the first quarter of fiscal statements. of adoption on its consolidated financial which relates to the presentation of an unrecognized tax benefit when a net operating loss presentation of an unrecognized which relates to the of this exists. The Company’s adoption tax loss, or a tax credit carryforward carryforward, a similar effect on the Company’s condensed quarter of 2014 did not have a material guidance in the first statements. consolidated financial 1. Basis of presentation and accounting policies (Continued) accounting policies presentation and 1. Basis of Accounting standards 10-K and 2012,respectively. exercising suchoptionswould beantidilutive,were1.2million,and 0.8 millionin2014,2013 periods, butwerenotincludedinthecomputationof dilutedearningspersharebecausetheeffectof on thedilutiveeffectofshare-basedawardsusing treasurystockmethod. shares ofcommonstockoutstandingduringtheyear. Diluted earningspersharewasdeterminedbased 3. Earningspershare $0.2 million,2018—$0.2millionand2019—$0.2million. each ofthefivesucceedingfiscalyearsisasfollows:2015—$0.9million,2016—$0.32017— arrangements. TheCompany’sgoodwillbalanceisnotexpectedtobedeductiblefortaxpurposes. expected tobemateriallyaffectedbytheCompany’sintentorabilityrenewextend rent expense.ExpectedfuturecashflowsassociatedwiththeCompany’sintangibleassetsarenot 2013 and2012of$5.8million,$11.9million$16.9respectively,allwhichisincludedin 2. Goodwillandotherintangibleassets(Continued) For intangibleassetssubjecttoamortization,theestimatedaggregateamortizationexpensefor The Companyrecordedamortizationexpenserelatedtoamortizableintangibleassetsfor2014, Options topurchasesharesofcommonstockthatwere outstandingattheendofrespective Basic earningspersharewascomputedbydividingnet incomebytheweightedaveragenumberof Earnings pershareiscomputedasfollows(inthousandsexceptdata): Diluted earningspershare Effect ofdilutiveshare-basedawards Basic earningspershare Diluted earningspershare Effect ofdilutiveshare-basedawards Basic earningspershare Diluted earningspershare Effect ofdilutiveshare-basedawards Basic earningspershare NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... 968 ...... 64 105353463$3.50 304,633 $1,065,345 105163384$3.17 323,854 $3.17 $1,025,116 322,886 $1,025,116 $3.49 305,681 $1,065,345 e noeSae Amount Shares Net Income e noeSae Amount Shares Net Income e noeSae Amount Shares Net Income 92623449$2.85 334,469 $2.87 $952,662 332,254 $952,662 Weighted Weighted Weighted vrg Per Share Average vrg Per Share Average Per Share Average 2014 2013 2012 2,215 1,048 10-K 1,245 1,324 1,209 (7,697)(2,937) (16,132) (13,880) 9,734 (1,606) 81,816 101,174 78,025 (10,634) (30,012) 8,128 626,150 633,226 536,604 $543,089 $530,728 $457,370 $615,516 $603,214 $544,732 1,453 0.11,351 — (437) — 2,652 0.1 (3,050) (0.2) 719 0.1 (6,449) (0.4) (6,391) (0.4) (13,676) (0.9) 49,819 3.0 56,822 3.5 52,713 3.5 (18,961) (1.1) (19,348) (1.2) (16,062) (1.1) $588,303 35.0% $569,916 35.0% $524,088 35.0% $615,516 36.6% $603,214 37.0% $544,732 36.4% 65 ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR ...... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO ...... Federal Foreign State Federal State ...... (In thousands)Current: Deferred: 2014 2013 2012 The 2013 effective tax rate was an expense of 37.0%. The 2013 effective income tax rate increased The 2013 effective tax rate was an expense of 37.0%. The 2013 effective The 2014 effective tax rate was an expense of 36.6%. This expense was greater than the federal The 2014 effective tax rate was an expense A reconciliation between actual income taxes and amounts computed by applying the federal A reconciliation between actual income The provision (benefit) for income taxes consists of the following: for income taxes consists of the The provision (benefit) benefit income taxes from 2012 due to the favorable resolution of income tax examinations during 2012 that did not reoccur, from 2012 due to the favorable resolution of income tax examinations recording of an income tax to the same extent, in 2013. This rate increase was partially offset by the during which the taxing benefit in 2013 associated with the expiration of the assessment period Company’s 2009 tax year. authorities could have assessed additional income tax associated with the prior years, the Company receives a significant income tax benefit related to salaries paid to certain prior years, the Company receives a significant income tax benefit related Credit Opportunity Tax the Work newly hired employees that qualify for federal jobs credits (principally or ‘‘WOTC’’). The federal law authorizing the WOTC credit expired for employees hired after hired after December 31, December 31, 2014. Whether these credits will be available for employees date of these credit provisions, 2014 depends upon a change in the tax law that extends the expiration the certainty and timing of which are currently unclear. statutory tax rate of 35% due primarily to the inclusion of state income taxes in the total effective tax statutory tax rate of 35% due primarily to the favorable resolution rate. The 2014 effective income tax rate decreased from 2013 due principally tax reserve increases. As in of state income tax examinations and a reduction in other state income State income taxes, net of federal income tax State income taxes, net of federal income Jobs credits, net of federal income taxes Increase (decrease) in valuation allowances Decrease in income tax reserves Other, net statutory rate to income before income taxes is summarized as follows: statutory rate to income before income (Dollars in thousands) before U.S. federal statutory rate on earnings 2014 2013 2012 4. Income taxes 4. Income 10-K recorded intheconsolidatedbalancesheets: and noncurrentdeferredincometaxes.Thefollowing tablesummarizesnetdeferredtaxliabilitiesas Net deferredtaxliabilities Total deferredtaxliabilities Deferred taxliabilities: Total deferredtaxassets valuationallowances Less Deferred taxassets: (In thousands) components oftheCompany’sdeferredtaxassetsandliabilitiesareasfollows: liabilities forfinancialreportingpurposesandtheamountsusedincometaxpurposes.Significant rate. statutory taxrateof35%dueprimarilytotheinclusionstateincometaxesintotaleffective 4. Incometaxes(Continued) Other Trademarks Inventories Property andequipment State taxcreditcarryforwards,netoffederal State taxnetoperatinglosscarryforwards,offederal Other Deferred gainonsale-leaseback Tax benefitofincometaxandinterestreservesrelatedtouncertain Interest ratehedges Share basedcompensation Accrued incentivecompensation Accrued insurance Accrued rent Accrued expensesandother Deferred compensationexpense Deferred taxesreflecttheeffectsoftemporarydifferencesbetweencarryingamountsassetsand The 2012effectivetaxratewasanexpenseof36.4%.Thisgreaterthanthefederal Net deferredtaxliabilitiesarereflectedseparatelyon theconsolidatedbalancesheetsascurrent positions I huad)21 2014 2015 Net deferredtaxliabilities Noncurrent deferredincome taxliabilities,net Current deferredincometaxliabilities,net (In thousands) ...... NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) ...... DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... $ ...... 66 ...... $ ...... 8 282 87 ...... (2,5)$(635,821) $(626,858) aur 0 January31, January 30, 6150 (614,026) (601,590) 2,6)$(21,795) $ (25,268) (2,5)$(635,821) $(626,858) aur 0 January31, January 30, 8081 (809,682) (810,841) (433,130) (433,328) (307,644) (302,531) 8,8 173,861 183,983 175,254 186,828 7,8)(64,481) (73,188) 052014 2015 76312,049 3,385 78,557 17,623 17,375 14,866 76,197 19,360 1098,282 11,039 26,186 24,385 174 (4,427) (1,794) (1,393) (2,845) ,1 4,921 4,318 9,067 8,666 $ 5,146 8,842 ,6 3,045 3,439 3,463 1,502 10-K (200) (1,445) 590 344 $(9,497) $(3,915) $(16,119) ...... 51 30 67 ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO Income tax expense (benefit) Income tax related interest expense (benefit) Income tax related penalty expense (benefit) (In thousands) 2014 2013 2012 The Company believes that it is reasonably possible that the reserve for uncertain tax positions The Company believes that it is reasonably tax expense consists of the The amounts associated with uncertain tax positions included in income As of January 31, 2014, accruals for uncertain tax benefits, interest expense related to income taxes As of January 31, 2014, accruals for As of January 30, 2015, accruals for uncertain tax benefits, interest expense related to income taxes As of January 30, 2015, accruals for The Internal Revenue Service (‘‘IRS’’) has previously examined the Company’s 2009 and earlier Service (‘‘IRS’’) The Internal Revenue A valuation allowance has been provided for state tax credit carry forwards. The 2014 increase of credit carry forwards. The 2014 increase has been provided for state tax A valuation allowance The Company has state net operating loss carry forwards as of January 30, 2015 that total state net operating loss carry forwards The Company has following: may be reduced by approximately $3.0 million in the coming twelve months principally as a result of may be reduced by approximately $3.0 issues. Also, as of January 30, 2015, approximately $9.3 million the effective settlement of outstanding impact the Company’s effective income tax rate if the Company of the uncertain tax positions would were to recognize the tax benefit for these positions. balance sheet. $19.6 million, $2.4 million and $0.4 million, respectively, for a and potential income tax penalties were $3.6 million and $18.8 million are reflected in current total of $22.4 million. Of this total amount, Other liabilities, respectively, in the expenses and other and in noncurrent liabilities as Accrued consolidated balance sheet. discretion, may also choose to examine the Company’s 2011 through 2014 fiscal year income tax filings. discretion, may also choose to examine tax examinations that are currently in progress. Generally, the The Company has various state income remain open for examination by the various state taxing authorities. Company’s 2010 and later tax years $9.3 million, $1.0 million and $0.4 million, respectively, for a and potential income tax penalties were is reflected in noncurrent Other liabilities in the consolidated total of $10.7 million. This total amount operations will generate sufficient taxable income to realize the deferred tax assets after giving the deferred tax assets after sufficient taxable income to realize operations will generate valuation allowance. consideration to the the 2009 and earlier tax years are not open for further federal income tax returns. As a result, filing of an amended federal income tax return for the 2010 tax examination by the IRS. Due to the examine the Company’s 2010 income tax filings. The IRS, at its year, the IRS may, to a limited extent, forwards of approximately $17.0 million that will expire beginning in 2022 through 2025. $17.0 million that will expire forwards of approximately of expense with the 2013 and 2012 decreases as an increase in income tax $1.5 million was recorded Based upon reductions in income tax expense. million, respectively, recorded as $0.4 million and $3.1 of is more likely than not that the results management believes that it expected future income, 4. Income taxes (Continued) 4. Income carry The Company also has state tax credit million which will expire in 2028. approximately $1.3 10-K Other (income)expensein theconsolidatedstatementofincomeforyearended January31,2014. associated withthetermination ofitspreviousseniorsecuredcreditfacilities,which isreflectedin sheets. TheCompanyincurredapretaxlossof$18.9 million forthewriteoffofdebtissuancecosts amortized balanceofwhichisincludedinlong-termOther assets,netintheconsolidatedbalance due atmaturityonApril11,2018. which commencedAugust 1,2014.Thefinalquarterlypayment ofthethen-remainingbalancewillbe of creditupto$250.0million.TheTerm Facility amortizesinquarterlyinstallments of$25.0million, unsecured revolvingcreditfacility(the‘‘Revolving Facility’’), whichprovidesfortheissuance ofletters facility (the‘‘Term Facility’’), whichhadaninitialbalanceof$1.0billion,and$850.0millionsenior Company’s seniorunsecuredcreditfacilities(the‘‘Facilities’’) consist ofaseniorunsecuredtermloan agreement, andissuedseniornotesduein20182023 asdiscussedingreaterdetailbelow.The then-existing seniorsecuredcreditagreements,entered intoanewfive-yearunsecuredcredit portion Long-term currentportion Less: Tax incrementfinancingdueFebruary 1,2035 Capital leaseobligations 3 1 4 Senior unsecuredcreditfacilities,maturityApril11,2018: (In thousands) 5. Currentandlong-termobligations 2015 isasfollows: 4. Incometaxes(Continued) 1 7 1 ⁄ ⁄ ⁄ 4 8 8 Revolving Facility Term Facility eirNtsdeArl1,22 nto icuto 191ad$,9).8809897,801 399,617 898,009 399,706 . . % SeniorNotesdueApril15,2023(netofdiscount$1,991and$2,199) . . % SeniorNotesdueApril15,2018(netofdiscount$294and$383) % SeniorNotesdueJuly15,2017 A reconciliationoftheuncertainincometaxpositionsfromFebruary 3,2012throughJanuary30, The Companycapitalized$5.9millionofdebtissuance costsassociatedwiththeFacilities, the On April11,2013,theCompanyconsummatedarefinancingpursuanttowhichitterminatedits Current andlong-termobligationsconsistofthefollowing: I huad)21 032012 2013 2014 2,114 3,484 Ending balance Settlements 198 Statute expirations Decreases—tax positionstakeninprioryears . Increases—tax positionstakeninprioryears . . Increases—tax positionstakeninthecurrentyear Beginning balance (In thousands) NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) ...... $ ...... DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... —— — ...... $ ...... 68 ... 62 ...... 1,8 2,3 42,018 $ $22,237 $19,583 111 762 (166) (22,669) (7,622) (608) (1,121) (8,636) ,4 1,8 22,237 $ $19,583 9,343 73 98 (204) (908) (743) ,0 1,144 3,000 26947$2,742,788 $2,639,427 aur 0 January31, January 30, ,4,8 2,818,754 2,740,585 1118 (75,966) (101,158) 0,0 500,000 500,000 $1,000,000 925,000 052014 2015 19514,495 11,995 ,7 6,841 5,875 10-K 69 DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO The Senior Indenture contains covenants limiting, among other things, the ability of the Company The Senior Indenture contains covenants limiting, among other things, The Company may redeem some or all of its Senior Notes at any time at redemption prices set The Company may redeem some or all of its Senior Notes at any time As of January 30, 2015, the Company had total outstanding letters of credit of $43.6 million, As of January 30, 2015, the Company $500.0 million aggregate principal amount of 4.125% senior On July 12, 2012, the Company issued The Facilities can be prepaid in whole or in part at any time. The Facilities contain certain contain or in part at any time. The Facilities can be prepaid in whole The Facilities Borrowings under the Facilities bear interest at a rate equal to an applicable margin plus, at the interest at a rate equal to an applicable bear the Facilities Borrowings under of the Company’s assets; and the ability of the Company and its subsidiaries to incur or guarantee of the Company’s assets; and the ability of the Company and its subsidiaries subsidiaries. indebtedness secured by liens on any shares of voting stock of significant forth in the Senior Indenture. Upon the occurrence of a change of control triggering event, which is forth in the Senior Indenture. Upon the occurrence of a change of control right to require the Company defined in the Senior Indenture, each holder of the Senior Notes has the price in cash equal to 101% of to repurchase some or all of such holder’s Senior Notes at a purchase to the repurchase date. the principal amount thereof, plus accrued and unpaid interest, if any, dispose of all or substantially all (subject to certain exceptions) to consolidate, merge, sell or otherwise Senior Notes (as so supplemented, the ‘‘Senior Indenture’’). The Company capitalized $10.1 million of Senior Notes (as so supplemented, the 2018 Senior Notes and the 2023 Senior Notes. Interest on the debt issuance costs associated with on January 15 and July 15 of each year and commenced on 2017 Senior Notes is payable in cash Senior Notes and 2023 Senior Notes is payable in cash on January 15, 2013. Interest on the 2018 2013. April 15 and October 15 of each year and commenced on October 15, notes due 2017 (the ‘‘2017 Senior Notes’’) which mature on July 15, 2017. On April 11, 2013, the notes due 2017 (the ‘‘2017 Senior Notes’’) principal amount of 1.875% senior notes due 2018 (the ‘‘2018 Company issued $400.0 million aggregate million, which mature on April 15, 2018; and issued Senior Notes’’), net of discount of $0.5 of 3.25% senior notes due 2023 (the ‘‘2023 Senior Notes’’), $900.0 million aggregate principal amount mature on April 15, 2023. Collectively, the 2017 Senior Notes, net of discount of $2.4 million, which Senior Notes comprise the ‘‘Senior Notes’’, each of which were the 2018 Senior Notes and the 2023 by supplemental indentures relating to each series of issued pursuant to an indenture as modified covenants. The Facilities also contain customary affirmative covenants and events of default. also contain customary affirmative covenants. The Facilities under the and borrowing availability Facility, Revolving $28.5 million of which were under the $821.5 million. was Facility Revolving discussed in Note 7) as of January 30, 2015. discussed in Note the incurrence of liens; change of business; mergers or sales of all covenants which place limitations on also indebtedness, among other limitations. The Facilities or substantially all assets; and subsidiary the maintenance of a minimum fixed charge coverage ratio contain financial covenants which require January 30, 2015, the Company was in compliance with all such and a maximum leverage ratio. As of applicable margin for borrowings as of January 30, 2015 was 1.275% for LIBOR borrowings and was 1.275% for LIBOR borrowings for borrowings as of January 30, 2015 applicable margin and unused also pay a facility fee on any used borrowings. The Company must 0.275% for base-rate margins for borrowings, the as letter of credit fees. The applicable as well amounts of the Facilities, quarter are subject to adjustment each letter of credit fees under the Facilities facility fees and the all-in interest debt ratings. The weighted average long-term senior unsecured based on the Company’s effect to the interest rate swaps was 1.46% (without giving under the Facilities rate for borrowings 5. Current and long-term obligations (Continued) and long-term obligations 5. Current rate). The (which is usually equal to the prime either (a) LIBOR or (b) a base rate Company’s option, 10-K I huad)(ee )(ee )(ee )2015 used toreduceriskbyhedging anunderlyingeconomicexposure. (Level3) 7. Derivativefinancialinstruments (Level2) of January30,2015. (Level1) 3)as does nothaveanyrecurringfairvaluemeasurements using significantunobservableinputs(Level short-term investments,receivablesandpayablesapproximate theirrespectivefairvalues.TheCompany Reflected atfairvalueintheconsolidatedbalance sheetasAccrued expensesandothercurrent (c) Reflected atfairvalueintheconsolidatedbalancesheetasAccrued expensesandothercurrent (b) Reflected atbookvalueintheconsolidatedbalancesheetasCurrentportionoflong-term (a) Liabilities: (In thousands) those measurementsareclassified. recurring basisasofJanuary30,2015,aggregatedbythelevelinfairvaluehierarchywithinwhich 6. Assetsandliabilitiesmeasuredatfairvalue $1,025,892; 2019—$1,020;thereafter—$912,131. below areasfollows(inthousands):2015—$101,158;2016—$101,379;2017—$601,290;2018— subordinated notesdue2017withproceedsfromtheissuanceofSeniorNotes. the yearendedFebruary 1,2013.TheCompanyfundedtheredemptionpriceforsenior $29.0 millionwhichisreflectedinOther(income)expensetheconsolidatedstatementofincomefor outstanding seniorsubordinatednotesdue2017atapremium,resultinginpretaxlossof declared dueandpayable. permit orrequiretheprincipalofandaccruedinterestonSeniorNotestobecomebe 5. Currentandlong-termobligations(Continued) Deferred compensation(c) Derivative financialinstruments(b) obligations(a) Long-term On July15,2012,theCompanyredeemed$450.7millionaggregateprincipalamountof The SeniorIndenturealsoprovidesforeventsofdefaultwhich,ifanythemoccurs,would The Companyentersintocertain financialinstrumentpositions,allofwhichare intendedtobe The carryingamountsreflectedintheconsolidatedbalance sheetsforcash,cashequivalents, liabilities of$2,070andnoncurrentOther $20,266. liabilities. obligationsof$2,639,427. obligations of$101,158andLong-term The followingtablepresentstheCompany’sassetsandliabilitiesmeasuredatfairvalueona Scheduled debtmaturities,includingcapitalleaseobligations,fortheCompany’sfiscalyearslisted NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... $ ...... — ...... 70 Quoted Prices o dnia te Significant Other for Identical sesadOsral nbevbeBalanceat Unobservable Observable Assets and iblte nusIpt January30, Inputs Inputs Liabilities ,1,9 1,7 —$2,731,964 $— $17,870 2,714,094 in Active akt Significant Markets 236——22,336 — — 22,336 ,7 1,173 — 1,173 10-K 71 DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO During the year ended January 31, 2014, the Company entered into treasury locks with a combined During the year ended January 31, 2014, the Company entered into treasury As of January 30, 2015, the Company had interest rate swaps with a combined notional value of As of January 30, 2015, the Company had interest rate swaps with a combined The effective portion of changes in the fair value of derivatives designated and that qualify as cash The effective portion of changes in The Company’s objectives in using interest rate derivatives are to add stability to interest expense The Company’s objectives in using interest In addition, the Company is exposed to certain risks arising from uncertainties of future market In addition, the Company is exposed The Company is exposed to certain risks arising from both its business operations and economic to certain risks arising from The Company is exposed the related settlement of the treasury locks on that date resulted in a loss of $13.2 million which was the related settlement of the treasury locks on that date resulted in a loss expense over the period deferred to OCI. The loss is being amortized as an increase to interest on the hedged long-term corresponding to the debt’s maturity as the Company accrues or pays interest locks. debt. There was no ineffectiveness recognized on these designated treasury Accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest Accumulated debt. expense as interest payments are made on the Company’s variable-rate of interest rate risk on the notional amount of $700 million that were designated as cash flow hedges hedged long-term debt occurred Company’s forecasted issuance of long-term debt. The issuance of the discussed in Note 5, and on April 11, 2013 in the form of senior notes due April 15, 2023, as further and is subsequently reclassified into earnings in the period that the hedged forecasted transaction and is subsequently reclassified into 1, 2013, such January 30, 2015, January 31, 2014, and February affects earnings. During the years ended variable cash flows associated with existing variable-rate debt. The derivatives were used to hedge the fair value of the derivatives is recognized directly in earnings. ineffective portion of the change in Amounts reported in $875 million that were designated as cash flow hedges of interest rate risk. primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate primarily uses interest rate swaps as involve the receipt of variable-rate amounts from a counterparty swaps designated as cash flow hedges fixed-rate payments over the life of the agreements without in exchange for the Company making amount. exchange of the underlying notional referred to as ‘‘OCI’’) other comprehensive income (loss) (also flow hedges is recorded in Accumulated enter into derivative financial instruments to protect against future price changes related to these enter into derivative financial instruments commodity prices. Cash flow hedges of interest rate risk accomplish this objective, the Company rate changes. To and to manage its exposure to interest result in the receipt or payment of future known and uncertain cash amounts, the value of which are uncertain cash amounts, the value or payment of future known and result in the receipt used to derivative financial instruments are by interest rates. The Company’s determined primarily cash of the Company’s known or expected in the amount, timing, and duration manage differences cash payments principally related to the Company’s borrowings. receipts and its known or expected time to time the Company may prices of commodities. From values caused by the fluctuation in the conditions. The Company principally manages its exposures to a wide variety of business and to a wide variety of business principally manages its exposures conditions. The Company economic activities. The Company manages management of its core business operational risks through sources, and primarily by managing the amount, rate, liquidity, and credit risk, risks, including interest the Company financial instruments. Specifically, funding and the use of derivative duration of its debt activities that exposures that arise from business financial instruments to manage enters into derivative 7. Derivative financial instruments7. Derivative (Continued) objective of using derivatives Risk management 10-K any oftheseprovisionsor posted anycollateralrelatedtotheseagreements. an estimatedterminationvalue of$1.2million.AsJanuary30,2015,theCompany hadnotbreached 2015, itcouldhavebeenrequiredtopostfullcollateral orsettleitsobligationsundertheagreementsat agreements, was$1.2million.IftheCompanyhadbreached anyoftheseprovisionsatJanuary30, includes accruedinterestbutexcludesanyadjustment fornonperformanceriskrelatedtothese indebtedness isacceleratedbythelenderduetoCompany’s defaultonsuchindebtedness. Company couldbedeclaredindefaultonitsderivative obligationsifrepaymentoftheunderlying Credit-risk-related contingentfeatures Derivatives inCashFlowHedgingRelationships (in thousands) applicable: reflected intheconsolidatedstatementsofcomprehensiveincomeandshareholders’equity,as their classificationontheconsolidatedbalancesheetsasofJanuary30,2015and31,2014: As ofJanuary30,2015,theCompanyhadnosuchnon-designatedhedges. the fairvalueofderivativesnotdesignatedinhedgingrelationshipsarerecordeddirectlyearnings. exposure tocommoditypriceriskbutdonotmeetstricthedgeaccountingrequirements.Changesin Non-designated hedgesofcommodityrisk reclassified asanincreasetointerestexpenseforitsrateswapsandtreasurylocks. above. consolidated balancesheetsfortheperiodspresentedarerelatedtocashflowhedgesdescribed (Continued) 7. Derivativefinancialinstruments Gain relatedtoineffectiveportionofderivativerecognizedinOther relatedtoeffectiveportionofderivativereclassifiedfrom Loss relatedtoeffectiveportionofderivativerecognizedinOCI Loss During thenext52-weekperiod,Companyestimatesthatapproximately$2.5millionwillbe All oftheamountsreflectedinAccumulated othercomprehensiveincome(loss)inthe As ofJanuary30,2015,thefairvalueinterestrate swapsinanetliabilityposition,which The Companyhasagreementswithallofitsinterest rate swapcounterpartiesthatprovidethe (income) expense Accumulated OCItoInterestexpense The tablesbelowpresentthepre-taxeffectofCompany’sderivativefinancialinstrumentsas The tablebelowpresentsthefairvalueofCompany’sderivativefinancialinstrumentsaswell Derivatives notdesignatedashedgesarespeculativeandusedtomanagetheCompany’s i huad)21 2014 2015 Derivatives DesignatedasHedgingInstruments (in thousands) neetrt wp lsiida ocretOhrlaiiis.$—$4,109 — $ Interest rateswapsclassifiedasAccrued expensesandother . Interest rateswapsclassifiedasnoncurrentOtherliabilities current liabilities NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... $—$—$ — $ — $ ...... $ ...... 72 ...$876 $ ...... aur 0 January31, January 30, ,7 — $ 1,173 510$464$13,327 4,604 $ $5,130 0421 2012 2013 2014 1,3 9,626 $ $16,036 (2,392) 10-K 793,274 751,044 703,892 648,120 584,508 3,145,663 $6,626,501 73 ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR ...... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO ...... $ ...... 2015 2016 2017 2018 2019 Thereafter minimum payments Total (In thousands) Future minimum payments as of January 30, 2015 for operating leases are as follows: minimum payments as of January 30, Future In January 1999, the Company sold its DC located in Ardmore, Oklahoma for cash and concurrent In January 1999, the Company sold In January 2014, the Company sold 233 store locations for cash and concurrent with the sale In January 2014, the Company sold The land and buildings of the Company’s DCs in Fulton, Missouri and Indianola, Mississippi are Missouri and Indianola, of the Company’s DCs in Fulton, The land and buildings As of January 30, 2015, the Company was committed under operating lease agreements for most under operating lease agreements 2015, the Company was committed As of January 30, promissory note (the ‘‘Ardmore Note’’) from an unrelated third party with a face value of $34.3 million Note’’) from an unrelated promissory note (the ‘‘Ardmore the remaining financing obligation. The Ardmore Note at the date of purchase which approximated party entity from which the Company leases the Ardmore DC and represents debt issued by the third instrument pertaining to its lease financing obligation. Because a therefore the Company holds the debt is accounting for the Ardmore Note as a reduction of its legal right of offset exists, the Company outstanding financing obligation in its consolidated balance sheets. with the sale transaction, the Company leased the property back for a period of 23 years. The with the sale transaction, the Company obligation rather than a sale as a result of, among other transaction is accounted for as a financing property back to the Company under certain circumstances. The things, the lessor’s ability to put the the related lease obligation associated with this transaction are property and equipment, along with 2007, the Company purchased a secured sheets. In August recorded in the consolidated balance Company. As of January 30, 2015, the Company is not aware of any material violations of such Company. As of January 30, 2015, the covenants. properties back for a period of 15 years. The transaction resulted transaction, the Company leased the million and a deferred gain of $67.2 million which is being in cash proceeds of approximately $281.6 over the 15-year initial lease term of the properties. recognized as a reduction of rent expense subject to operating lease agreements and the leased Ardmore, Oklahoma DC is subject to a financing Ardmore, Oklahoma DC is subject lease agreements and the leased subject to operating in the ownership structure underlying these leases meet the arrangement. The entities involved Entity (‘‘VIE’’). The Company is not the primary Interest accounting definition of a Variable has not included these entities in its consolidated financial beneficiary of these VIEs and, accordingly, covenants that, individually, are not material to the statements. Certain leases contain restrictive of its retail stores. Many of the Company’s stores are subject to build-to-suit arrangements with subject to build-to-suit arrangements Many of the Company’s stores are of its retail stores. options. up to 15 years with multiple renewal carry a primary lease term of landlords which typically renewal leases and many of these leases have has stores subject to shorter-term The Company also upon a provisions for contingent rentals based the Company’s leased stores have options. Certain of of defined sales volume. specified percentage 8. Commitments and contingencies 8. Commitments Leases 10-K quarter of2014. Company paidapproximately $8.5millioninconnectionwiththesettlementofthis matterinthefourth probable andrecordedsuch amountastheestimatedexpenseinsecondquarter of2013.The order approvingthesettlementanddismissingaction. TheCompanydeemedthesettlement approval, toresolvethematterforup$8.5million. OnNovember24,2014,thecourtenteredan 2013, thepartiesreachedapreliminaryagreement,which wasformalizedandsubmittedtothecourtfor results ofthemediation.Mediationswereconducted in January,AprilandAugust 2013.OnAugust 10, Cynthia Richter’sindividualclaims.To date,thecourthasnotenteredsuchanorder. stating thataseparateorderwouldbeenteredregarding theopt-inplaintiffs’rightsandplaintiff decertification motion.OnDecember19,2012,thecourt enteredanorderdecertifyingthematterand motion wasfiledonMay9,2012. reasons, includingfailuretocooperateindiscovery. individuals optedintothelawsuit,approximately1,000ofwhomhavebeendismissedforvarious mailed toover28,000currentorformerDollarGeneralstoremanagers.Approximately3,950 March 23,2007,thecourtconditionallycertifiedanationwideclass.OnDecember2,2009,noticewas motion.On class ofcurrentandformerstoremanagers.TheCompanyopposedtheplaintiff’s August 15,2006,the Act (‘‘FLSA’’) andseekstorecoverovertimepay,liquidateddamages, andattorneys’feescosts.On managers wereimproperlyclassifiedasexemptexecutiveemployeesundertheFair Standards Labor (‘‘Richter’’) inwhichtheplaintiffallegesthatsheandothercurrentformerDollarGeneralstore the UnitedStatesDistrictCourtforNorthernofAlabama(CaseNo.7:06-cv-01537-LSC) Legal proceedings obligations atJanuary30,2015and31,2014,was$10.6million$8.7million,respectively. $29.8 million.Accumulated depreciationonproperty andequipmentundercapitalleasesfinancing capital leasesandfinancingobligationsatbothJanuary30,201531,2014,was value of$5.9millionatJanuary30,2015.Thegrossamountpropertyandequipmentrecordedunder 8. Commitmentsandcontingencies(Continued) Rent expenseunderalloperatingleasesisasfollows: Total minimumpaymentsforcapitalleasesasofJanuary30,2015were$7.4million,withapresent The partiesagreedtomediatethematter,andcourt informallystayedtheactionpending On October22,2012,thecourtenteredamemorandum opiniongrantingtheCompany’s responsetothat On April2,2012,theCompanymovedtodecertifyclass.Theplaintiff’s On August 7,2006,a lawsuit entitled I huad)21 032012 2013 2014 Excludesamortizationofleaseholdinterests of$5.8million,$11.9millionand (a) Contingent rentals Minimum rentals(a) (In thousands) 2014, andFebruary 1,2013,respectively. $16.9 millionincludedinrentexpensefortheyearsendedJanuary30,2015,31, NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) Richter DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES plaintifffiledamotioninwhichsheaskedthecourttocertifynationwide ...... Cynthia Richter, etal.v. Dolgencorp,Inc.,etal. 74 7522$8,0 $614,288 $686,907 $785,202 $599,138 $674,849 $776,103 ,9 20815,150 12,058 9,099 wasfiledin 10-K plaintiff was filed in the (Civil Action Carpenter was filed in the plaintiff to file a matter ultimately will be Carpenter Hood or actions are not appropriate for collective plaintiff also asserts individual causes of plaintiff also asserts individual causes Carpenter plaintiff seeks to recover overtime pay, plaintiff seeks to recover overtime Hood Hood plaintiff files her motion for conditional plaintiff files her Hood 75 and Sally Ann Carpenter v. Dolgencorp, Inc. Dolgencorp, v. Sally Ann Carpenter Carpenter Ronda Hood v. Dollar General Corporation Hood v. Ronda Jonathan Marcum, et al. v. Dolgencorp. Inc. Jonathan Marcum, et al. v. Carpenter could have a material adverse effect on the Company’s consolidated plaintiff seeks to proceed on a collective basis under the FLSA on behalf the FLSA proceed on a collective basis under plaintiff seeks to Hood or DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR plaintiff seeks to proceed on a nationwide collective basis under the FLSA on collective basis under the FLSA plaintiff seeks to proceed on a nationwide Carpenter Hood NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO Carpenter On April 9, 2012, the Company was served with a lawsuit filed in the United States District Court On April 9, 2012, the Company was served with a lawsuit filed in the United At this time, it is not possible to predict whether the this time, it is not At The Company filed its answer to the complaint on January 16, 2015. A status conference has been The Company filed its answer to the managers are and have been properly classified as exempt The Company believes that its store On October 31, 2014, a lawsuit entitled On October 31, 2014, a lawsuit entitled The Company filed its answer to the complaint on September 30, 2014. On February 13, 2015, the 30, 2014. On February its answer to the complaint on September The Company filed On September 8, 2014, a lawsuit entitled On September 8, No. 3:12-cv-00108-JRS) (‘‘Marcum’’) in which the plaintiffs, one of whose conditional offer of No. 3:12-cv-00108-JRS) (‘‘Marcum’’) in which the plaintiffs, one of whose check procedures violate employment was rescinded, allege that certain of the Company’s background to the Plaintiff Marcum also alleges defamation. According (‘‘FCRA’’). Act Credit Reporting the Fair the plaintiffs seek to represent complaint and subsequently filed first and second amended complaints, claims. The Company responded to the a putative class of applicants in connection with their FCRA actions was to proceed. For these reasons, the Company is unable to estimate any potential loss or these reasons, the Company is unable to estimate actions was to proceed. For in its defense efforts, the range of loss in either matter; however, if the Company is not successful resolution of financial statements as a whole. entitled for the Eastern District of Virginia action treatment. The Company has obtained summary judgment in some, although not all, of its action treatment. The Company has store manager exemption cases in which it has filed such a motion. pending individual or single-plaintiff no assurances can be given that the Company will be successful permitted to proceed collectively, and this time the Company cannot in its defense of either action on the merits or otherwise. Similarly, at asserted if either of these estimate either the size of any potential class or the value of the claims reinstatement and/or front pay, interest, and attorneys’ fees and costs. reinstatement and/or front pay, interest, is set for November 9, 2015. scheduled for April 9, 2015, and trial and that the employees under the FLSA (‘‘Hood’’). The situated store managers who were allegedly improperly classified as behalf of herself and other similarly The the FLSA. exempt executive employees under and costs. The liquidated damages, and attorneys’ fees Louisiana the with Disabilities Act, action for alleged violations of the Americans Human Rights Act, Medical Leave of emotional distress and seeks damages for and negligent infliction Act, the Family damages, liquidated and/or punitive damages, those claims including back wages, compensatory court entered a scheduling order that, among other things, requires the order that, among other things, court entered a scheduling The Company’s on or before April 24, 2015. claims certification of her FLSA motion for conditional be filed 30 days after the response is due to certification. Eastern District of LouisianaUnited States District Court for the No. 2:14-cv-02512-JTM-DEK) (Case (‘‘Carpenter’’). The (‘‘Carpenter’’). The who were Virginia in the state of West former and current store managers of herself and other The under the FLSA. classified as exempt executive employees allegedly improperly attorneys’ fees and costs. pay, liquidated damages, and seeks to recover overtime 8. Commitments and contingencies (Continued) and contingencies 8. Commitments (Case No. 2:14-cv-25500) Virginia of West Court for the Southern District United States District 10-K safe environmentforitsemployees andcustomerstheprotectionofitsassets andshareholders’ documents, information,andelectronicdatafortheperiod 2004topresent. A statusconferenceisscheduledforApril7,2015. scheduling orderandorderedthepartiestocomplete factdiscoveryrelatedtoliabilitybyMay15,2015. of liabilityanddamagesduringdiscoveryattrial. OnSeptember3,2014,thecourtmodified Company fileditsanswertothecomplaintonAugust 9,2013. recover monetarydamagesandinjunctivereliefonbehalf ofaclass‘‘BlackApplicants.’’The check policyhasadisparateimpacton‘‘BlackApplicants’’ inviolationofTitle VIIandseeksto (Case No.1:13-cv-04307)inwhichtheCommissionalleges thattheCompany’scriminalbackground District ofIllinoisentitled July 26,2012ofitsviewthatconciliationhadfailed. the Company’sgoodfaitheffortstoresolvematter,CommissionnotifiedCompanyon employees inviolationofTitle VIIoftheCivilRightsAct of1964,asamended (‘‘Title VII’’). convictions forspecifiedperiods,hasadisparateimpactonAfrican-American candidatesand criminal backgroundcheckpolicy,whichexcludesfromemploymentindividualswithcertain to theCompany’scriminalbackgroundcheckpolicy.Thecausefindingallegesthat or‘‘Commission’’)notifiedtheCompanyofacausefindingrelated Opportunity Commission(‘‘EEOC’’ consolidated financialstatementsasawhole. accrued $1.8millioninthefourthquarterof2012,anamountthatisimmaterialtoCompany’s likely toexpendthebalanceofitsself-insuredretentioninsettlementthislitigationorotherwise,it covering thismatterhasa$2millionself-insuredretention.BecausetheCompanybelievedthatitwas this matterandparticipatedinboththeformalinformalsettlementdiscussions.TheEPLIpolicy matter withprejudice. settlement. OnMarch4,2015,thecourtenteredanorderapprovingsettlementanddismissing $4.08 million. February 18,2014,thepartiesreachedapreliminaryagreementtoresolvematterforup 2013 withaprivatemediator,andagaininMarchJulyfederalmagistrate.On preliminary agreementtoresolvethematter. court enteredanorderliftingthestaybuthasnotissuedanewschedulinginlightofparties’ parties’ ongoingsettlementdiscussions(asmorefullydescribedbelow).OnNovember12,2013,the on orbeforeApril5,2013;however,plaintiffsaskedthecourttostayalldeadlinesinlightof complaint andeachoftheamendedcomplaints.Theplaintiffs’certificationmotionwasduetobefiled 8. Commitmentsandcontingencies(Continued) The partieshaveengagedinformalsettlementdiscussionsonthreeoccasions,onceJanuary The Companybelievesthat itscriminalbackgroundcheckprocessisbothlawful andnecessarytoa On July29,2014,thecourtenteredanordercompelling theCompanytoproducecertain On January29,2014,thecourtenteredanorder,which, amongotherthings,bifurcatestheissues On June11,2013,theEEOCfiledalawsuitinUnitedStatesDistrictCourtforNorthern The CompanyandtheEEOCengagedinstatutorilyrequiredconciliationprocess,despite In September2011,theChicagoRegional OfficeoftheUnitedStatesEqualEmployment The Company’sEmploymentPractices LiabilityInsurance(‘‘EPLI’’)carrierwasplacedonnoticeof On October16,2014,thecourtenteredanorderpreliminarilyapprovingparties’proposed NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES Equal OpportunityCommissionv. Dolgencorp,LLCd/b/aDollarGeneral 76 10-K (Case plaintiff seeks plaintiff also Main Main matters on April 28, 2014. Varela plaintiff would file an amended and plaintiff agreed to dismiss her complaint. On November 4, 2014, plaintiff filed an amended complaint to plaintiff filed an amended complaint Varela Main Main Main Varela plaintiff alleges that she and other ‘‘key holders’’ 77 Main court, the Juan Varela v. Dolgen California and Does 1 through 50 Dolgen California v. Juan Varela Varela Victoria Lee Dinger Main v. Dolgen California, LLC and Does 1 Victoria Lee Dinger Main v. DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO (Case No. 34-2013-00146129) (‘‘Main’’) was filed in the Superior Court of the State of (Case No. 34-2013-00146129) (‘‘Main’’) was filed in the Superior Court plaintiff seeks to represent a putative class of California ‘‘key carriers’’ as to these claims. plaintiff seeks to represent a putative business practices and seeks to proceed under plaintiff also asserts a claim for unfair action that include claims for alleged inaccurate wage statements and failure to provide action that include claims for alleged Varela Varela The Company removed this action to the United States District Court for the Eastern District of The Company removed this action to the United States District Court On June 6, 2013, a lawsuit entitled Following the Company’s petition for coordination, the Following The Company removed the action to the United States District Court for the Central District of The Company removed the action to the Company’s opposition, the court granted plaintiff’sOn September 13, 2013, notwithstanding On May 23, 2013, a lawsuit entitled On May 23, 2013, to represent a putative class of California ‘‘key holders’’ as to these claims. The to represent a putative class of California ‘‘key holders’’ as to these claims. the PAGA. asserts a claim for unfair business practices and seeks to proceed under 7, 2013, and filed its answer to the complaint California (Case No. 2:13-cv-01637-MCE-KJN) on August plaintiff moved to remand the action to state court. The 29, 2013, the 6, 2013. On August on August through 100 California for the County of Sacramento. The and appropriate pay upon were not provided with meal and rest periods, accurate wage statements recover alleged unpaid wages, termination in violation of California wage and hour laws and seeks to costs. The declaratory relief, restitution, statutory penalties and attorneys’ fees and complaint to include the allegations asserted in the original complaint to include the allegations the pursuant to a stipulation granted by Leeoriginal Main as a named plaintiff and add the allegations set forth in the Dinger add Victoria Main amended complaint on appropriate pay upon termination. The Company filed its answer to the December 23, 2014. A status conference is scheduled for April 24, 2015. motion and remanded the case. The Company filed a petition for permission to appeal to the United motion and remanded the case. The 27, 2015, the Ninth Circuit on September 23, 2013. On February States Court of Appeals for the Ninth for permission to appeal. Because the Company anticipated the Circuit denied the Company’s petition for coordination of the denial, the Company filed a petition parties agreed that the complaint without prejudice, and the The (‘‘PAGA’’). Act General Attorney California’s Private its answer to the complaint on on July 1, 2013, and filed California (Case No. 5:13-cv-01172VAP-SP) moved to remand the action to state court. July 1, 2013. On July 30, 2013, the plaintiff No. RIC 1306158) (‘‘Varela’’) was filed in the Superior Court of the State of California for the County of the State of California for the was filed in the Superior Court (‘‘Varela’’) No. RIC 1306158) that he and other ‘‘key carriers’’ were not provided with meal of Riverside in which the plaintiff alleges law and seeks to recover alleged unpaid wages, injunctive and rest periods in violation of California interest, statutory penalties and attorneys’ fees and costs. relief, consequential damages, pre-judgment The permitted to proceed as a class or in a similar fashion or the size of any putative class. Likewise, at this or the size of any putative class. Likewise, as a class or in a similar fashion permitted to proceed cannot asserted, and, therefore, the Company to estimate the value of the claims time, it is not possible successfully as loss. If the matter were to proceed exposure or range of potential estimate the potential of the in its defense efforts as to the merits or the Company is unsuccessful a class or similar action as a Company’s consolidated financial statements a material adverse effect on the action, it could have whole. 8. Commitments and contingencies (Continued) and contingencies 8. Commitments similar this matter is amenable to class or also does not believe that investments. The Company be predict whether the action will ultimately at this time, it is not possible to treatment. However, 10-K laatII Pleasant 12, 2015,theCompanyfiledademurreraskingcourt toabateallproceedingsinthe On March Plaintiff seekstorecoverunpaidwages,civilandstatutory penalties,interest,attorneys’feesandcosts. breaks, reimbursedfornecessaryworkrelatedexpenses, andprovidedwithaccuratewagestatements. non-exempt Californiastore-levelemployeeswerenot paidforalltimeworked,providedmealandrest Code.Plaintiffalleges thatsheandothersimilarlysituated alleged violationsofCalifornia’sLabor No. CIVDS1500651)(‘‘ Kendra Pleasant v. andDoes1through50 DollarGeneralCorporation, DolgenCalifornia,LLC, complaint intheSuperiorCourtofStateCalifornia fortheCountyofSanBernardinostyled dismissed the filed itsreplyonFebruary 9,2015. plaintiff filedherresponsetothemotioncompelarbitrationonFebruary 2,2015.TheCompany classclaims.The Company movedthecourttocompelarbitrationanddismissplaintiff’s OnJanuary14,2015,the the CentralDistrictofCalifornia(CaseNo.5:14-cv-02645-JGB-KK). costs. The unpaid wages,restitution,interest,statutorypenalties,unspecifieddamages,andattorneys’fees statements inviolationofCaliforniawageandhourlaws.The necessary businessrelatedexpenses,providedrestandmealbreaks,accuratewage alleges thatsheandothernon-exemptemployeeswerenotpaidforalltimeworked,reimbursed Superior CourtoftheStateCaliforniaforCountySanBernardino.The Dolgencorp, LLCandDoes1through50 consolidated financialstatementsasawhole. also assertsaclaimforunfairbusinesspractices. seeks torepresentaputativeclassofCalifornia‘‘keyholders’’astheseclaims.The pre- andpost-judgmentinterest,statutorypenaltiesattorneys’feescosts.The California wageandhourlawsseekstorecoverallegedunpaidwages,declaratoryrelief,restitution, meal andrestperiods,accuratewagestatementsappropriatepayuponterminationinviolationof the CountyofKern.The (Case No.S-1500-CV-282549) (‘‘Avila’’) wasfiledintheSuperiorCourtofStateCaliforniafor December 10,2014,thecourtenteredanorderdismissing Main November 15,2013.TheNinthCircuitdeniedthepetitionforpermissiontoappealonApril10,2014. of AppealsfortheNinthCircuitonNovember7,2013.Theplaintifffileditsoppositionbrief remanded thecase.TheCompanyfiledapetitionforpermissiontoappealUnitedStatesCourt motionand Company opposedthemotion.OnOctober28,2013,courtgrantedplaintiff’s 8. Commitmentsandcontingencies(Continued) In lightoftheparties’agreementtocoordinateandconsolidate After theCompanyfileditsmotiontocompelarbitration, the On February 18,2015,thecourtgrantedCompany’smotiontocompel arbitrationand On December31,2014,theCompanyremovedthismattertoUnitedStatesDistrictCourtfor On November26,2014,alawsuitentitled The partieshaveresolvedthismatterforanamountthatisnotmaterialtotheCompany’s On July22,2014,alawsuitentitled plaintifffiledarequestfordismissalwithoutprejudicewiththecourtonDecember9,2014.On matterpendinganissuance ofafinaljudgmentinthe Pleasant Pleasant NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) plaintiffalsoassertsaclaimforunfairbusinesspractices. DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES complaintwithprejudice. Pleasant II Avila plaintiffallegesthatheandother‘‘keyholders’’werenotprovidedwith ’’) inwhichtheplaintiffseekstoproceedunderPAGA forvarious (CaseNo.CIVDS1417709(‘‘ Oscar Avila v. DolgenCalifornia,LLCandDoes1through50 Kendra Pleasantv. DollarGeneralCorporation, 78 Pleasant Main Varela Pleasant matterwithoutprejudice. Pleasant plaintiffseekstorecoveralleged matter. Main plaintifffiledaseparate ’’) wasfiledinthe and Pleasant Varela Avila Avila matters,the plaintiff plaintiff plaintiff Pleasant (Case 10-K (Case action. For these reasons, action. For Sullivan , or Pleasant II , 79 plaintiffs seek back wages (including overtime), plaintiffs seek back wages (including Varela Julie Sullivan v. Dolgen California and Does 1 through 100 Dolgen California Julie Sullivan v. action ultimately will be permitted to proceed as a class, and action ultimately will be permitted Buttry Rachel Buttry and Jennifer Peters v. Dollar General Corp. v. Rachel Buttry and Jennifer Peters ’’) was filed in the Superior Court of the State of California for the Superior Court of the State of California ’’) was filed in the Sullivan actions are not appropriate for class or similar treatment. The actions are not appropriate for class , or Sullivan Sullivan plaintiffs seek to proceed on a nationwide collective basis under the FLSA and collective basis under the FLSA plaintiffs seek to proceed on a nationwide DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR , and plaintiff also alleges that she and other California store employees were not provided that she and other California store plaintiff also alleges Buttry NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO Varela, Pleasant II Varela, Sullivan complaint is due to be filed with the court on or before April complaint is due to be filed with the 9, 2015. The parties have reached a preliminary agreement, which must be submitted to and approved by The parties have reached a preliminary agreement, which must be submitted The plaintiffs subsequently petitioned the Sixth Circuit for a writ of mandamus and asked the The plaintiffs subsequently petitioned the Sixth Circuit for a writ of mandamus The Company filed its answer on August 7, 2013. The plaintiffs filed their motion for conditional 7, 2013. The plaintiffs filed The Company filed its answer on August On July 2, 2013, a lawsuit entitled The Company believes that its policies and practices comply with California law and that the The Company believes that its policies On February 20, 2015, a lawsuit entitled 20, 2015, a On February the court, to resolve this matter for an amount not material to the Company’s consolidated financial the court, to resolve this matter for an amount not material to the Company’s this time, although probable, it is not certain that the court will approve the statements as a whole. At on its current terms, the settlement. However, even if the court does not approve the settlement United States Court of Appeals for the Sixth Circuit on April 18, 2014. The court denied the plaintiffs’ United States Court of Appeals for the Sixth Circuit on April 18, 2014. motion on April 24, 2014. the Sixth Circuit’s ruling on the district court to stay all deadlines in the underlying proceeding pending Sixth Circuit denied plaintiff’swrit. On October 23, 2014, the United States Court of Appeals for the petition for writ of mandamus. injunctive and declaratory relief, liquidated damages, compensatory and economic damages, injunctive and declaratory relief, liquidated pre-judgment and post-judgment interest, and attorneys’ ‘‘consequential’’ and ‘‘incidental’’ damages, fees and costs. 5, 2013, to which the Company responded on claims on December certification of their FLSA denied plaintiffs’ certification motion. Plaintiffs filed a 3, 2014. On April 4, 2014, the court February interlocutory appeal in the motion for reconsideration or in the alternative for permission to seek material adverse effect on the Company’s consolidated financial statements as a whole. material adverse effect on the Company’s in the United States District Court for the Middle District of No. 3:13-cv-00652) (‘‘Buttry’’) was filed The Tennessee. were law on behalf of non-exempt store employees who allegedly as a statewide class under Tennessee The not properly paid for certain breaks. whether the Company will be successful in its defense of these actions on the no assurances can be given that the time the Company cannot estimate either the size of any potential merits or otherwise. Similarly, at this in the class or the value of the claims asserted any potential loss or range of loss in these matters; however, if the the Company is unable to estimate efforts, the resolution of any of these actions could have a Company is not successful in its defense attorneys’ fees and costs. On March 2, 2015, Sullivan served notice to the Labor costs. On March 2, 2015, Sullivan attorneys’ fees and and Workforce response to the The Company’s the PAGA. that she intends to proceed under Development agency Sullivan Pleasant II Varela, these actions; however, at this time, it is not possible to predict Company intends to vigorously defend County of Alameda in which the plaintiff alleges that she and other similarly situated Dollar General she and other similarly situated Dollar in which the plaintiff alleges that County of Alameda and improperly classified as exempt employees in the State of California were Market Store Managers California wage statements in violation of with meal and rest breaks and accurate were not provided law. The wages law. Plaintiff seeks to recover unpaid statements in violation of California with printed wage and interest, injunctive relief, restitution, pay), civil and statutory penalties, (including overtime 8. Commitments and contingencies (Continued) and contingencies 8. Commitments (‘‘ (Case No. RG 15759417) 10-K fees andcosts. breaks. The non-exempt storeemployees inthestateofWest Virginia whoallegedlywerenotpaidforcertain Riley (‘‘ statements asawhole. ultimate resolutiontohaveamaterialadverseimpact ontheCompany’sconsolidatedfinancial Act remain pending.TheCompanyintendstovigorouslydefendthisactionanddoesnotexpectits individualclaimsundertheFLSA andFlorida CivilRights certification ofherFLSA claims.Plaintiff’s On January12,2015,theplaintiffnotifiedcourtthat shedidnotintendtoseekconditional motion forconditionalclasscertificationofherclaims undertheFLSA onorbeforeFebruary 23,2015. No. 1:14-cv-142-RS-GRJ).TheCompanyfileditsansweronAugust 18,2014. removed thismattertotheUnitedStatesDistrictCourtforNorthernofFlorida(Case wages, frontpay,punitivedamages,attorneys’feesandcosts.OnAugust 11,2014,theCompany asserted undertheFloridaCivilRightsAct, the Civil RightsAct forallegeddiscriminationbasedonunidentifieddisabilities.For theclaims attorneys’ feesandcosts.The Vincino similarly situatednon-exemptstoreemployeeswhoallegedlywerenotpaidforallhoursworked.The Vincino (‘‘Vincino’’) County,Florida.The wasfiled intheCircuitCourt,EighthJudicialCircuit,forLevy Company’s consolidatedfinancialstatementsasawhole. Company doesnotexpecttheresolutionof settlement. However,evenifthecourtdoesnotapprovesettlementonitscurrentterms, statements asawhole.At thistime,althoughprobable,itisnotcertainthatthecourtwillapprove the court,toresolvethismatterforanamountnotmaterialCompany’sconsolidatedfinancial certification withrespecttoeitherherFLSA orstatelawclaims. claims undertheFLSA on orbeforeJanuary7,2015.Theplaintiffdidnotseekconditionalclass plaintiff tofilemotionsforclasscertificationofherstatewideclaimsandconditional relief, andattorneys’feescosts.TheCompanyfileditsansweronMay7,2014. seeks backwages(includingovertime),liquidateddamages,pre-andpost-judgmentinterest,injunctive non-exempt storeemployeeswhoallegedlywerenotpaidforallhoursworked.The FLSA andasastatewideclassundertheFlorida MinimumWage Act onbehalfofallsimilarlysituated District ofFlorida.The No. 5:14-cv-00168-WTH-PRL) (‘‘Harsey’’)wasfiled intheUnitedStatesDistrictCourtforMiddle Company’s consolidatedfinancialstatementsasawhole. Company doesnotexpecttheresolutionof 8. Commitmentsandcontingencies(Continued) Riley On March19,2014,alawsuitentitled On September8,2014,alawsuitentitled On September25,2014,thecourtenteredascheduling orderwhichrequiresplaintifftofileher On July14,2014,alawsuitentitled The partieshavereachedapreliminaryagreement,whichmustbesubmittedtoandapprovedby On August 19,2014,thecourtenteredaschedulingorder,whichamongotherthings,requires plaintiffseekstoproceedonacollectivebasisunder theFLSA onbehalfofallsimilarlysituated ’’) wasfiledintheUnitedStatesDistrictCourtfor SouthernDistrictofWest Virginia. The plaintiffseeksbackwages(includingovertime),liquidateddamages,pre-judgmentinterest,and plaintiffseekstoproceedonanationwidecollectivebasisundertheFLSA on behalfofall Riley NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) plaintiffseeksbackwages (including overtime),liquidateddamages,andattorneys’ DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES Harsey Vincino plaintiffseekstoproceedonanationwidecollectivebasisunderthe plaintiffalsoassertsindividualclaimsforviolationoftheFlorida Leslie Vincino v.Leslie Vincino Dolgencorp,LLC Danielle Harseyv. Dolgencorp,LLC Joyce Rileyv. Dolgencorp,LLC Buttry Harsey Vincino 80 mattertohaveamaterialadverseimpactonthe mattertohaveamaterialadverseimpactonthe plaintiffseekscompensatorydamages,back (CaseNo.2014-CA-517) (CaseNo.2:14-cv-25505) (Case Harsey plaintiff 10-K was filed in plaintiff to file a motion plaintiff to file a Riley 81 action. For these reasons, the Company is unable to action. For action could have a material adverse effect on the action could have a material adverse Riley Winn-Dixie Stores, Inc., et al. v. Dolgencorp, LLC Winn-Dixie Stores, Inc., et al. v. plaintiffs filed a notice of appeal with the United States Court plaintiffs filed a notice of appeal with Riley action is not appropriate for collective or class treatment. The for collective or class treatment. action is not appropriate Winn-Dixie Riley plaintiff files her motion for conditional certification. plaintiff files her Riley DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR action ultimately will be permitted to proceed collectively or as a class, and no will be permitted to proceed collectively action ultimately NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO Riley On August 28, 2012, the On August On May 20, 2011, a lawsuit entitled On May 20, 2011, a lawsuit entitled The Company believes that its wage and hour policies and practices comply with both the FLSA and practices comply with both the that its wage and hour policies The Company believes The Company filed its answer to the complaint on September 30, 2014. On February 13, 2015, the 30, 2014. On February its answer to the complaint on September The Company filed resolved on remand. On November 19, 2014, the court issued an order (i) permitting the parties to resolved on remand. On November 19, 2014, the court issued an order at issue in light of the conduct additional discovery regarding the scope of the restrictive covenants any outstanding issues on the Eleventh Circuit’s decision, and (ii) scheduling a bench trial to resolve filed a motion for summary judgment, 10, 2015, Winn-Dixie court’s April 20, 2015 docket. On February reversing in part the trial court’s decision. Specifically, the appellate court affirmed the trial court’s reversing in part the trial court’s decision. Specifically, the appellate court court’s decision denying dismissal of plaintiffs’ claim for monetary damages but reversed the trial proceedings. On March 26, injunctive relief as to thirteen additional stores and remanded for further was denied on May 2, 2014. 2014, the plaintiffs moved the appellate court for rehearing. That motion dismiss stores not located in Subsequently, plaintiff filed a motion with the trial court on remand to the 29, 2014. Further, Florida from the case without prejudice, which the court denied on September to clarify the issues to be parties have, as directed by the trial court, submitted briefs in an effort with restrictive covenants at the four stores for which it did not dismiss the claims for injunctive relief. with restrictive covenants at the four effect 2012 ruling will have no material adverse with the August The Company believes that compliance financial statements. on the Company or its consolidated was conducted on of Appeals for the Eleventh Circuit (Docket No. 12-14527-B). Oral argument 5, 2014, affirming in part and January 16, 2014, and the appellate court rendered its decision on March and other items in those stores. Although plaintiffs did not make a demand for any specific amount of and other items in those stores. Although produced by plaintiffs during discovery suggested that plaintiffs damages, documents prepared and although the court limited their ability to prove such damages. The would seek as much as $47 million The court issued an order on against Big Lotscase was consolidated with similar cases Tree. and Dollar claims for injunctive 10, 2012 in which it (i) dismissed all claims for damages, (ii) dismissed August directed the Company to report to the court on its compliance relief for all but four stores, and (iii) the United States District Court for the Southern District of Florida (Case No. 9:11-cv-80601-DMM) the United States District Court for in approximately 55 in which the plaintiffs allege that the sale of food and other items (‘‘Winn-Dixie’’) allegedly is or was at some time co-located in a shopping center of the Company’s stores, each of which restrictive covenants that plaintiffs contend are binding on the with one of plaintiffs’ stores, violates sought damages and an injunction limiting the sale of food occupants of the shopping centers. Plaintiffs whether the on the merits in its defense of this action given that the Company will be successful assurances can be class estimate either the size of any potential at this time the Company cannot or otherwise. Similarly, the or the value of the claims asserted in of loss in this matter; however, if the Company is not successful in estimate any potential loss or range the its defense efforts, the resolution of as a whole. Company’s consolidated financial statements for conditional certification of her FLSA claims on or before May 8, 2015. The Company’s response is May 8, 2015. The Company’s claims on or before of her FLSA for conditional certification the due 30 days after that the and state law and to predict at this time, it is not possible to vigorously defend this action; however, Company intends 8. Commitments and contingencies (Continued) and contingencies 8. Commitments requires the order that, among other things, court entered a scheduling 10-K Note 6. deferred compensationliabilityisreflectedintheconsolidated balancesheetsasfurtherdiscussedin Committee oritsdelegate.Theseinvestmentsareclassified astradingsecuritiesandtheassociated of approximately$0.8million,$1.2millionand$1.4 in2014,2013and2012,respectively. of managementandotherkeyemployees.TheCompany incurredcompensationexpensefortheseplans knownastheDollarGeneralCorporationCDP/SERP Plan,foraselectgroup deferral plan(‘‘CDP’’), $13.7 million,$13.0millionand$11.9respectively, formatchingcontributions. all contributionstothe401(k)plan.During2014,2013and2012,Companyexpensedapproximately ERISA guidelinesandInternalRevenue Serviceregulations.Allactiveparticipantsarefullyvestedin and IncomeSecurityAct (‘‘ERISA’’). January 1,1998,isasafeharbordefinedcontributionplanandsubjecttotheEmployeeRetirement 9. Benefitplans changes totheCompany’sbusinessoperationarerequired. liability materialtotheCompany’sfinancialpositionormaynegativelyaffectoperatingresultsif certain oftheselawsuits,ifdecidedadverselytotheCompanyorsettledbyCompany,mayresultin adverse effectontheCompany’sresultsofoperations,cashflows,orfinancialposition.Inaddition, an elementofuncertainty.Future developmentscouldcausetheseactionsorclaimstohaveamaterial material adverseeffectontheCompany’sfinancialstatementsasawhole.However,litigationinvolves such otherlitigationandclaims,bothindividuallyintheaggregate,willberesolvedwithouta laws andwagehourlaws.TheCompanybelieves,baseduponinformationcurrentlyavailable,that regulatory actionsorotherlitigation,includingwithoutlimitationunderfederalandstateemployment government agencies,orothersthroughprivateactions,classadministrativeproceedings, incidental totheconductofitsbusiness,includingactionsbyemployees,consumers,suppliers, material adverseeffectontheCompany’sconsolidatedfinancialstatementsasawhole. review, andtheCompanywereunsuccessfulinitsdefenseofsuchappeal,outcomecouldhavea the trialcourt’sdismissalofplaintiffs’claimfordamages.Ifplaintiffsweretoobtainfurtherappellate the Companyoritsconsolidatedfinancialstatementsasawhole. even ifenteredastoeachremainingadditionalstoreatissue,wouldhaveamaterialadverseeffecton to anyoftheadditionalstoresatissue;however,Companydoesnotbelievethatsuchaninjunction, The courthasnotyetruledoneithermotion. and theCompanyfiledamotionforsummaryjudgmentregardingstoreslocatedoutsideofFlorida. 8. Commitmentsandcontingencies(Continued) The Companyalsoisunabletopredictwhethertheplaintiffswillseekfurtherappellatereviewof At thistime,theCompanyisunabletopredictwhethertrialcourtwillenteraninjunctionas The CDP/SERPPlanassetsareinvestedinaccounts selected bytheCompany’sCompensation andcompensation The Companyalsohasanonqualifiedsupplementalretirement plan(‘‘SERP’’) A participant’srighttoclaimadistributionofhisorheraccountbalanceisdependentontheplan, The DollarGeneralCorporation401(k)SavingsandRetirement Plan,which becameeffectiveon From timetotime,the Companyisapartytovariousotherlegalactionsinvolvingclaims NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES 82 10-K 83 DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO Both the MSA Time Options and the MSA Performance Options are subject to various provisions Options are subject to Performance Options and the MSA Time Both the MSA From July 2007 through May 2011, a significant majority of the Company’s share-based awards 2007 through May 2011, a significant majority of the Company’s share-based July From Since May 2011, most of share-based awards issued by the Company have been in the form of Since May 2011, most of share-based On July 6, 2007, the Company’s Board of Directors adopted the 2007 Stock Incentive Plan for Key the 2007 Stock Incentive Plan Company’s Board of Directors adopted On July 6, 2007, the The Company accounts for share-based payments in accordance with applicable accounting for share-based payments in accordance The Company accounts the Company which may, in certain scenarios, affect the holder’s ability to sell or realize market value the Company which may, in certain scenarios, affect the holder’s ability Options is Performance of the MSA for these instruments and any shares acquired thereunder. Vesting Options and Time The MSA contingent upon meeting specified annual or cumulative financial targets. Options have a contractual term of 10 years and an exercise price equal to the fair Performance MSA value of the underlying common stock on the date of grant. financial-based targets (‘‘MSA Performance Options’’). MSA Time Options and MSA Performance and MSA Options Time Options’’). MSA Performance financial-based targets (‘‘MSA annual basis over a period of approximately five years, with limited Options generally vest ratably on an exceptions. entered into with each option holder. The set forth in a management stockholder’s agreement (‘‘MSA’’) certain put and call rights and other provisions pertaining to both the option holder and contains MSA performance criteria are met in the year of grant. With limited exceptions, the performance share unit limited exceptions, the performance share year of grant. With performance criteria are met in the automatically converted into shares of common stock on the and restricted stock unit awards are vesting date. Time the continued employment of the recipient (‘‘MSA were stock options that vest solely upon the achievement of predetermined annual or cumulative Options’’) and options that vest upon stock options, restricted stock units and performance share units. The Company has also granted a stock options, restricted stock units award discussed in greater detail below. Stock options granted to performance-based restricted stock vest ratably on an annual basis over a four-year and employees and board members generally ratably over a three-year period. stock units generally vest three-year period, respectively. Restricted that certain minimum share units generally vest ratably over a three-year period, provided Performance Employees, which plan was subsequently amended (as so amended, the ‘‘Plan’’). The Plan allows the so amended, the ‘‘Plan’’). The Plan plan was subsequently amended (as Employees, which other stock-based awards or dividend stock appreciation rights, and granting of stock options, directors, consultants or other persons having a service relationship equivalent rights to key employees, certain of its affiliates. The number of shares of Company with the Company, its subsidiaries and under the Plan is 31,142,858. As of January 30, 2015, 19,025,398 of common stock authorized for grant grants. such shares are available for future compensation expense over the service period. The fair value of the Company’s stock option grants are value of the Company’s stock option over the service period. The fair compensation expense are estimated valuation model. Forfeitures date using the Black-Scholes-Merton estimated on the grant of this the vesting period. The application and reduce expense ratably over at the time of valuation of and highly sensitive in the determination assumptions that are judgmental valuation model involves compensation expense. 10. Share-based payments 10. Share-based into separately estimated and amortized the fair value of each award is standards, under which 10-K Itiscvleaonsrfetdi huad)Ise xriePieTr nYasValue 2014, 2013,and2012was$2.5million,$0.8million $0.3million,respectively. during 2014,2013and2012,respectively.Theintrinsic valueofnon-MSA optionsexercisedduring Term inYears ExercisePrice Issued Exercisable atJanuary30,2015 Balance, January30,2015 Canceled Exercised Granted Balance, January31,2014 (Intrinsic valueamountsreflectedinthousands) the yearendedJanuary30,2015isasfollows: compensation expense. vesting dateandthecontractualtermofoption.Anincreaseinexpectedwill to remainoutstanding.TheCompanyhasestimatedtheexpectedtermasmid-pointbetween will increasecompensationexpense. having atermapproximatingtheexpectedlifeofoption.Anincreaseinrisk-freeinterestrate traded commonstock.Anincreaseintheexpectedvolatilitywillcompensationexpense. expected volatilitiesforawardshavebeenbasedonthehistoricalvolatilityofCompany’spublicly Company’s commonstockhasfluctuatedorisexpectedtofluctuate.SinceNovember2011,the stock. Anincreaseinthedividendyieldwilldecreasecompensationexpense. the methodologyappliedtodevelopeachassumption,areasfollows: granted intheyearsendedJanuary30,2015,31,2014,andFebruary 1,2013,andasummaryof 10. Share-basedpayments(Continued) The weightedaverageforkeyassumptionsusedindeterminingthefairvalueofallstockoptions The weightedaveragegrantdatefairvalueofnon-MSA optionswas$17.26,$13.86and$13.54 A summaryoftheCompany’sstockoptionactivity,exclusiveoptionssubjecttoanMSA, during Expected termofoptions—Thisistheperiodtimeoverwhichoptionsgrantedareexpected Weighted averagerisk-freeinterestrate—ThisistheU.S.Treasury ratefortheweekofgrant Expected stockpricevolatility—Thisisameasureoftheamountbywhich Expected dividendyield—ThisisanestimateoftheexpectedyieldonCompany’s Expected termofoptions(years) Weighted averagerisk-freeinterestrate Expected stockpricevolatility Expected dividendyield ...... NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... %0 0% 0% 0% ...... 63636.3 6.3 6.3 ...... 84 ,9,2 4.981$41,661 8.1 $49.69 2,399,124 $45.26 1,840,542 1100 50.55 44.52 (181,030) (159,205) pin vrg otata Intrinsic Contractual Average Options 3,4 4.370$15,613 7.0 $42.43 633,841 58.03 898,817 aur 0 aur 1 February 1, January31, January 30, 56 62 26.8% 26.2% 25.6% 0521 2013 2014 2015 .%12 1.5% 1.2% 1.9% Remaining 10-K Units Intrinsic Units Intrinsic (90,797) (68,187) (21,697) 616,527 420,035 714,858 $47,938 159,419 143,048 212,583 $14,256 (230,907) Average Remaining (10,853) 20.39 Options Exercise Contractual Intrinsic 464,563 $18.15 298,844 $19.74286,848 $19.30 4.7 4.6 $14,142 $13,700 (154,866) 14.95 85 ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR ...... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO ...... — — (Intrinsic value amounts reflected in thousands)Balance, January 31, 2014 Granted Converted to common stock Canceled Balance, January 30, 2015 Issued Value (Intrinsic value amounts reflected in thousands)(Intrinsic value amounts 2014 Balance, January 31, Granted stock Converted to common Canceled Balance, January 30, 2015 Issued Value The intrinsic value of MSA Time Options exercised during 2014, 2013 and 2012 was $6.8 million, Time The intrinsic value of MSA A summary of MSA Time Options activity during the year ended January 30, 2015 is as follows: Options activity during the year ended Time A summary of MSA The weighted average grant date fair value of restricted stock units granted was $57.87, $48.20 and The weighted average grant date fair A summary of restricted stock unit award activity during the year ended January 30, 2015 is as A summary of restricted stock unit The weighted average grant date fair value of performance share units granted was $57.91, $48.11 The weighted average grant date fair The number of performance share unit awards earned is based upon the Company’s annual share unit awards earned The number of performance $39.4 million and $117.3 million, respectively. Exercised Canceled Balance, January 30, 2015 Exercisable at January 30, 2015 (Intrinsic value amounts reflected in thousands)Balance, January 31, 2014 Granted Issued Price in Years Term Value $45.33 during 2014, 2013 and 2012, respectively. $45.33 during 2014, 2013 and 2012, follows: and $45.25 during 2014, 2013, and 2012, respectively. and $45.25 during 2014, 2013, and 2012, performance share unit award activity during the year ended January 30, 2015 is as follows: unit award activity during the year performance share 10. Share-based payments (Continued) payments 10. Share-based of in the award agreement. A summary in the year of grant as specified financial performance 10-K I huad)OtosSaeUisSokUisSokTotal Stock StockUnits ShareUnits Options Year endedFebruary 1,2013 Year endedJanuary31,2014 Year endedJanuary30,2015 (In thousands) taxes asfollows: expense (acomponentofSG&Aexpenses)andacorrespondingreductioninnetincomebefore awards was$55.2millionwithanexpectedweightedaverageexpenserecognitionperiodof1.4years. those years.Thetargetfor2014wasmetandtheapplicablesharesvested. in 2015,contingentupon,amongotherthings,meetingcertainspecifiedearningspersharetargets Value grant dateof$45.25pershare,withone-halftheawardscheduledtovestin2014andremainder Term in Years stock toitsChairmanandChiefExecutiveOfficer.Thisrestrictedawardhadafairvalueonthe Price $4.9 million,$39.1millionand$106.4respectively. Issued Exercisable atJanuary30,2015 Balance, January30,2015 Canceled Exercised Granted Balance, January31,2014 (Intrinsic valueamountsreflectedinthousands) follows: 10. Share-basedpayments(Continued) Net oftax Pre-tax Net oftax Pre-tax Net oftax Pre-tax A summaryofMSA Performance Optionsactivity duringtheyearendedJanuary30,2015isas The fairvaluemethodofaccountingforshare-basedawardsresultedincompensation At January30,2015,thetotalunrecognizedcompensationcostrelated tononvestedstock-based In March2012,theCompanyissuedaperformance-basedawardof326,037sharesrestricted The intrinsicvalueofMSA Performance Optionsexercisedduring2014,2013and2012was ...... — — ...... $ ...... $ ...... $ ...... $ ...... $ ...... NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... 86 1,7 402$354$—$21,664 — $ 3,504 $ $4,082 $14,078 tc efrac etitdRestricted Restricted Performance Stock ,7 247$215$—$13,200 — $ $12,765 $20,961 2,135 — $ — $ $ $2,487 $22,780 6,016 $ 9,879 $4,500 $37,338 $ 8,578 $7,376 $2,100 9,742 $ $3,448 $15,968 4,649 7,634 $3,332 $5,461 5,206 8,533 1827 17.18 (118,287) 4,5 2.349$11,409 $11,468 4.9 4.9 $20.73 246,251 $20.79 247,871 $19.68 376,309 pin xrieCnrculIntrinsic Contractual Exercise Options 1,5)21.47 (10,151) vrg Remaining Average 10-K 2,344,9931,205,373 2,259,5161,038,142 1,115,648 2,172,399 967,178 1,061,573 943,310 $14,321,080 $13,161,825 $11,844,846 $18,909,588 $17,504,167 $16,022,128 87 ...... DOLLAR GENERAL CORPORATION AND SUBSIDIARIES CORPORATION GENERAL DOLLAR ...... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) STATEMENTS FINANCIAL CONSOLIDATED NOTES TO Net sales Home products Apparel Consumables Seasonal (In thousands)products: Classes of similar 2014 2013 2012 Also on March 10, 2015, the Company’s Board of Directors approved a quarterly cash dividend to Also on March 10, 2015, the Company’s Board of Directors approved a On March 10, 2015, the Company’s Board of Directors authorized a $1.0 billion increase in the On March 10, 2015, the Company’s Board of Directors authorized a $1.0 During the years ended January 30, 2015, January 31, 2014, and February 1, 2013, the Company 2015, January 31, 2014, and February During the years ended January 30, On August 29, 2012, the Company’s Board of Directors authorized a common stock repurchase 29, 2012, the Company’s Board of Directors authorized a common On August The Company manages its business on the basis of one operating segment. See Note 1 for a brief operating segment. See Note 1 for its business on the basis of one The Company manages shareholders. A cash dividend of $0.22 per share will be paid on April 22, 2015 to shareholders of shareholders. A cash dividend of $0.22 per share will be paid on April to the Board’s discretion and record on April 8, 2015. The payment of future cash dividends is subject cash requirements, will depend upon, among other things, the Company’s results of operations, may deem relevant. financial condition, contractual restrictions and other factors that the Board 13. Subsequent events total remaining share common stock repurchase program discussed in Note 12, increasing the authorization has no expiration repurchase authorization to approximately $1.2 billion. The repurchase 12. date and has terms and conditions consistent with those discussed in Note repurchased approximately 14.1 million shares of its common stock at a total cost of $800.1 million, repurchased approximately 14.1 million a total cost of $620.1 million, and approximately 14.4 million approximately 11.0 million shares at cost of $671.4 million, respectively, pursuant to its common stock shares of its common stock at a total repurchase programs. discussed in Note 13. The repurchase authorization has no expiration date and allows repurchases from discussed in Note 13. The repurchase in privately negotiated transactions. The timing and number of time to time in the open market or of factors, such as price, market conditions, compliance with the shares purchased depends on a variety under the debt agreements and other factors. Repurchases covenants and restrictions under our cash or borrowings under the Company’s credit facilities program may be funded from available discussed in further detail in Note 5. 12. Common stock transactions 19, 2013 and again on December 4, 2013. As of January 30, program, which was increased on March authorized under the program and $223.4 million remained 2015, a total of $2.0 billion had been repurchase program was further increased on March 10, 2015 as available for repurchase. The share located within the United States with the exception of a Hong Kong subsidiary, and a liaison office in a Hong Kong subsidiary, and a liaison United States with the exception of located within the net financial statements. The following are not material to the consolidated India, which collectively segments standards related to disclosures about in accordance with accounting sales data is presented of an enterprise. 11. Segment reporting 11. Segment were 30, 2015, all of the Company’s operations Company’s business. As of January description of the 10-K I huad)QatrQatrQatrQuarter Quarter tax, or$0.02perdilutedshare)whichwasrecognized asSelling,generalandadministrativeexpense. Quarter with anagreementtosettlealegalmatter,resultingin apretaxlossof$8.5million($5.2net Quarter share) whichwasrecognizedasOther(income)expense. credit facilities,resultinginapretaxlossof$18.9million($11.5nettax,or$0.04perdiluted Quarter general andadministrativeexpenses. Quarter ($1.3 millionnetoftax,or$0.00perdilutedshare),respectively,whichwererecognizedasSelling, acquisition of$8.2million($7.4nettax,or$0.02perdilutedshare)and$6.1 Quarter Diluted earningspershare Quarter Basic earningspershare Net income Operating profit Gross profit Net sales 2013: (In thousands) Diluted earningspershare Basic earningspershare Net income Operating profit Gross profit Net sales 2014: (In thousands) sum ofthefourquartersforanygivenyearmaynotequalannualtotalsduetorounding. 2015 andJanuary31,2014.Eachquarterlyperiodlistedbelowwasa13-weekaccountingperiod.The 14. Quarterlyfinancialdata(unaudited) The followingisselectedunauditedquarterlyfinancialdataforthefiscalyearsendedJanuary30, As discussedinNote8,thesecondquarterof2013,Companyrecordedexpensesassociated As discussedinNote5,thefirstquarterof2013,Companyterminateditsseniorsecured In thethirdandfourthquartersof2014,Companyincurredexpensesrelatedtoanattempted ...... NOTES TOCONSOLIDATED FINANCIALSTATEMENTS (Continued) ...... DOLLAR GENERAL CORPORATION ANDSUBSIDIARIES ...... 88 42373$,9,5 43188$4,493,945 $4,381,838 $4,394,651 $4,233,733 $4,939,059 $4,724,409 $4,724,039 $4,522,081 ,5,4 ,5,7 ,2,4 1,565,439 1,423,748 1,455,574 1,357,746 ,9,4 ,7,9 ,2,9 1,434,811 1,328,493 1,377,290 1,295,148 2,9 5,6 3,1 355,371 566,716 236,316 394,143 251,260 428,526 222,398 379,708 2,8 4,7 3,8 322,173 538,122 237,385 390,241 245,475 412,822 220,083 395,000 is eodTidFourth Third Second First Fourth Third Second First .208 .81.17 1.17 0.78 0.78 0.83 0.83 0.72 0.72 .707 .41.01 1.01 0.74 0.74 0.75 0.76 0.67 0.67 10-K Our management (2013 Framework) issued by the Committee of (2013 Framework) 89 Under the supervision and with the participation of our Under the supervision Internal Control—Integrated Framework FINANCIAL DISCLOSURE FINANCIAL Ernst & Young LLP, the independent registered public accounting firm that audited our the independent registered public accounting LLP, Ernst & Young To comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, management Section 404 of the Sarbanes-Oxley Act comply with the requirements of To (b) Reporting. Internal Control Over Financial on Report Management’s Annual Not applicable. (a) and Procedures. Disclosure Controls consolidated financial statements, has issued an attestation report on management’s assessment of our consolidated financial statements, has Such attestation report is contained below. internal control over financial reporting. detect misstatements. Management regularly monitors our internal control over financial reporting, and detect misstatements. Management as they are identified. Based on its assessment, actions are taken to correct any deficiencies internal control over financial reporting is effective as of management has concluded that our January 30, 2015. designed and implemented a structured and comprehensive assessment process to evaluate the designed and implemented a structured financial reporting. Such assessment was based on criteria effectiveness of its internal control over established in Commission. Because of its inherent limitations, a system of Sponsoring Organizations of the Treadway can provide only reasonable assurance and may not prevent or internal control over financial reporting prepared and is responsible for the consolidated financial statements and all related financial for the consolidated financial prepared and is responsible This responsibility includes establishing and maintaining adequate information contained in this report. 13a-15(f) or 15d-15(f) under the Exchange as defined in Rule internal control over financial reporting regarding over financial reporting is designed to provide reasonable assurance Our internal control Act. and the preparation of financial statements for external purposes in the reliability of financial reporting accepted accounting principles. accordance with United States generally management, including our principal executive officer and principal financial officer, we conducted an and principal financial officer, we our principal executive officer management, including 13a-15(e) or as such term is defined under Rule disclosure controls and procedures, evaluation of our Act’’). of 1934, as amended (the ‘‘Exchange Act under the Securities Exchange 15d-15(e) promulgated concluded and our principal financial officer our principal executive officer Based on this evaluation, by this as of the end of the period covered controls and procedures were effective that our disclosure report. ITEM 9A. AND PROCEDURES CONTROLS ITEM 9. AND ON ACCOUNTING WITH ACCOUNTANTS DISAGREEMENTS IN AND CHANGES 10-K March 20,2015 Nashville, Tennessee March 20,2015expressedanunqualifiedopinionthereon. period endedJanuary30,2015ofDollarGeneralCorporation andsubsidiariesourreportdated income, comprehensiveshareholders’equity, and cashflowsforeachofthethreeyearsin subsidiaries asofJanuary30,2015and31,2014, andtherelatedconsolidatedstatementsof Oversight Board(UnitedStates),theconsolidatedbalance sheetsofDollarGeneralCorporationand effective internalcontroloverfinancialreportingasof January30,2015,basedontheCOSOcriteria. of compliancewiththepoliciesorproceduresmaydeteriorate. to theriskthatcontrolsmaybecomeinadequatebecauseofchangesinconditions,ordegree detect misstatements.Also,projectionsofanyevaluationeffectivenesstofutureperiodsaresubject disposition ofthecompany’sassetsthatcouldhaveamaterialeffectonfinancialstatements. reasonable assuranceregardingpreventionortimelydetectionofunauthorizedacquisition,use, in accordancewithauthorizationsofmanagementanddirectorsthecompany;(3)provide accepted accountingprinciples,andthatreceiptsexpendituresofthecompanyarebeingmadeonly recorded asnecessarytopermitpreparationoffinancialstatementsinaccordancewithgenerally dispositions oftheassetscompany;(2)providereasonableassurancethattransactionsare maintenance ofrecordsthat,inreasonabledetail,accuratelyandfairlyreflectthetransactions control overfinancialreportingincludesthosepoliciesandproceduresthat(1)pertaintothe external purposesinaccordancewithgenerallyacceptedaccountingprinciples.Acompany’sinternal assurance regardingthereliabilityoffinancialreportingandpreparationstatementsfor reasonable basisforouropinion. procedures asweconsiderednecessaryinthecircumstances.We believethat our auditprovidesa and operatingeffectivenessofinternalcontrolbasedontheassessedrisk,performingsuchother financial reporting,assessingtheriskthatamaterialweaknessexists,testingandevaluatingdesign in allmaterialrespects.Ourauditincludedobtaininganunderstandingofinternalcontrolover reasonable assuranceaboutwhethereffectiveinternalcontroloverfinancialreportingwasmaintained Oversight Board(UnitedStates).Thosestandardsrequirethatweplanandperformtheaudittoobtain express anopiniononthecompany’sinternalcontroloverfinancialreportingbasedouraudit. Management’s AnnualReport onInternalControlOverFinancialReporting. Ourresponsibilityisto the effectivenessofinternalcontroloverfinancialreportingincludedinaccompanying responsible formaintainingeffectiveinternalcontroloverfinancialreporting,anditsassessmentof (2013 framework)(theCOSOcriteria).DollarGeneralCorporationandsubsidiaries’managementis Framework issuedbytheCommitteeofSponsoringOrganizationsTreadway Commission reporting asofJanuary30,2015,basedoncriteriaestablishedinInternalControl—Integrated Dollar GeneralCorporation The BoardofDirectorsandShareholders We haveauditedDollarGeneralCorporation andsubsidiaries’internalcontroloverfinancial Attestation Report ofIndependentRegistered AccountingFirm. Public (c) We alsohaveaudited,inaccordancewiththestandardsofPublicCompanyAccounting In ouropinion,DollarGeneralCorporationandsubsidiaries maintained,inallmaterialrespects, Because ofitsinherentlimitations,internalcontroloverfinancialreportingmaynotpreventor A company’sinternalcontroloverfinancialreportingisaprocessdesignedtoprovidereasonable We conductedourauditinaccordancewith thestandardsofPublicCompanyAccounting Report Accounting Firm ofIndependentRegistered Public 90 /s/ Ernst&Young LLP 10-K There have been no changes during the been no changes There have 91 None. (d) Reporting. Over Financial in Internal Control Changes quarter ended January 30, 2015 in our internal control over financial reporting (as defined in Exchange reporting control over financial 2015 in our internal January 30, quarter ended our to materially affect, reasonably likely affected, or are that have materially 13a-15(f)) Rule Act reporting. over financial internal control ITEM 9B. INFORMATION OTHER 10-K information undersuchcaptions isincorporatedhereinbyreference. captions ‘‘DirectorCompensation’’and‘‘Executive inthe2015Proxy Statement,which for employees,andcompensationcommitteeinterlocks andinsiderparticipationiscontainedunderthe the CompensationCommitteeReport, the risksarisingfromourcompensationpoliciesandpractices EXECUTIVECOMPENSATION ITEM 11. the 2015Proxy Statement,whichinformationundersuchcaptionsisincorporatedhereinbyreference. ‘‘—Does DollarGeneralhaveanauditcommitteefinancial expertservingonitsAudit Committee’’ in Governance—Does theBoardhavestandingAudit, CompensationandNominatingCommittees’’ committee andourauditfinancialexperts is containedunderthecaptions‘‘Corporate Directors. the proceduresbywhichsecurityholdersmayrecommendnomineestoregistrant’sBoardof or anyotherreportthatwefilewithfurnishtotheSEC. website isnotincorporatedbyreferenceintothisForm 10-Kandshouldnot beconsideredpartofthis to orinlieuofthewebsitedisclosure.TheinformationcontainedonconnectedourInternet disclose anysuchamendmentorwaiverinareportonForm 8-Kfiledwith theSECeitherinaddition located atwww.dollargeneral.compromptlyfollowingtheamendmentorwaiver.We mayelectto accounting officerorcontroller,personsperformingsimilarfunctions,onourInternetwebsite Conduct andEthicsthatappliestoourprincipalexecutiveofficer,financial We intendtoprovideanyrequireddisclosureofanamendmentorwaiverfromtheCodeBusiness General Corporation,c/oInvestorRelations Department,100MissionRidge,Goodlettsville,TN37072. longer postsuchCode,wewillprovideafreecopytoanypersonuponwrittenrequestDollar Investor InformationsectionofourInternetwebsiteatwww.dollargeneral.com.Ifwechoosetono Ethics thatappliestoallofouremployees,officersandBoardmembers.ThisCodeispostedonthe information undersuchcaptionisincorporatedhereinbyreference. ‘‘Section 16(a)BeneficialOwnershipReporting Compliance’’inthe2015Proxy Statement,which regarding compliancewithSection16(a)oftheExchangeAct iscontainedunderthecaption Registrant,’’ whichinformationundersuchcaptionisincorporatedhereinbyreference. executive officersiscontainedinPart IofthisForm 10-Kunderthecaption‘‘ExecutiveOfficersof captions isincorporatedhereinbyreference.InformationrequiredthisItem10regardingour Shareholders tobeheldonMay27,2015(the‘‘2015Proxy Statement’’),whichinformationundersuch Election ofDirectors’’inourdefinitiveProxy StatementtobefiledforourAnnualMeetingof each nomineeshouldserveasadirectorofDollarGeneral,’’allundertheheading‘‘Proposal 1: particular experience,qualifications,attributesorskillsledtheBoardofDirectorstoconcludethat relationships betweenanyofthenominees,’’‘‘Howaredirectorsidentifiedandnominated,’’‘‘What nominees thisyear,’’‘‘Whatarethebackgroundsofyear’snominees,’’‘‘Are thereanyfamilial Item 10regardingourdirectorsanddirectornomineesiscontainedunderthecaptions‘‘Whoare DIRECTORS,EXECUTIVEOFFICERSANDCORPORATE GOVERNANCE ITEM 10. a InformationRegarding DirectorsandExecutiveOfficers. (a) The informationrequiredbythisItem11regardingdirector andexecutiveofficercompensation, Audit Committee Information. (e) ProceduresforShareholderstoNominateDirectors. (d) CodeofBusinessConductandEthics. (c) CompliancewithSection16(a)oftheExchangeAct. (b) Information requiredbythisItem10regardingouraudit PART III We haveadoptedaCodeofBusinessConductand 92 There havebeennomaterialchangesto Information requiredbythisItem10 The informationrequiredbythis 10-K Number of available for future securities remaining exercise of exercise price of plans (excluding 3,873,2803,873,280 $44.22 $44.22 19,025,398 19,025,398 93 The following table sets forth information about table sets forth The following to be issued upon Weighted-average equity compensation warrants and rights warrants and rights in column (a)) outstanding options, outstanding options, securities reflected Number of securities issuance under The information required by this Item 12 regarding security ownership of The information required by this Item ...... — — — INDEPENDENCE AND RELATED STOCKHOLDER MATTERS STOCKHOLDER AND RELATED ...... The information required by this Item 14 regarding fees we paid to our principal accountant and The information required by this Item 14 regarding fees we paid to our The information required by this Item 13 regarding certain relationships and related transactions is The information required by this Item is contained under the The information required by this Item 13 regarding director independence right. (b) Other Information. upon vesting and payment of share units under the Amended and Restated 2007 Stock Incentive units under the Amended and Restated upon vesting and payment of share of common stock on a one-for-one basis and have no Plan. Share units are settled for shares for purposes of computing the those units have been excluded exercise price. Accordingly, (b). Column (c) consists of shares reserved for issuance weighted-average exercise price in column whether in the form of stock, 2007 Stock Incentive Plan, pursuant to the Amended and Restated share-based awards or upon the exercise of an option or restricted stock, share units, or other (a) Information. Plan Equity Compensation security holders(1) security holders Total(1) is contained under the caption ‘‘Fees Paid to Auditors’’ in the 2015 Proxy Statement, which information in the 2015 Proxy to Auditors’’ Paid is contained under the caption ‘‘Fees under such caption is incorporated herein by reference. caption ‘‘Director Independence’’ in the 2015 Proxy Statement, which information under such caption is Statement, which information caption ‘‘Director Independence’’ in the 2015 Proxy incorporated herein by reference. ITEM 14. AND SERVICES ACCOUNTING FEES PRINCIPAL Committee of our Board of Directors the pre-approval policies and procedures established by the Audit contained under the caption ‘‘Transactions with Management and Others’’ in the 2015 Proxy Statement, with Management and Others’’ in the 2015 Proxy contained under the caption ‘‘Transactions is incorporated herein by reference. which information under such caption certain beneficial owners and our management is contained under the caption ‘‘Security Ownership’’ in certain beneficial owners and our management such caption is incorporated herein by reference. Statement, which information under the 2015 Proxy ITEM 13. AND DIRECTOR TRANSACTIONS, AND RELATED RELATIONSHIPS CERTAIN Equity compensation plans not approved by Equity compensation (1) of outstanding options and Column (a) consists of shares of common stock issuable upon exercise Plan category plans approved by Equity compensation (a) (b) (c) securities authorized for issuance under our compensation plans (including individual compensation (including individual compensation plans under our authorized for issuance securities 30, 2015: as of January arrangements) ITEM 12. AND MANAGEMENT OWNERS BENEFICIAL CERTAIN OWNERSHIP OF SECURITY 10-K TM1.EXHIBITSANDFINANCIALSTATEMENT SCHEDULES ITEM 15. b AllschedulesforwhichprovisionismadeintheapplicableaccountingregulationsofSEC (b) Report ofIndependentRegistered PublicAccounting Firm (a) c xiis SeeExhibitIndeximmediatelyfollowingthesignaturepageshereto,which Exhibits: (c) Index isincorporatedbyreferenceasiffullysetforthherein. in theConsolidatedFinancialStatementsand,therefore,havebeenomitted. are notrequiredundertherelatedinstructions,inapplicableorinformationisincluded Notes toConsolidatedFinancialStatements Consolidated StatementsofCashFlows Consolidated StatementsofShareholders’Equity Consolidated StatementsofComprehensiveIncome Consolidated StatementsofIncome Consolidated BalanceSheets PART IV PART 94 10-K March 20, 2015 REILING W. D ICHARD Richard W. Dreiling, Richard W. Chairman and Chief Executive Officer Chairman and Chief DOLLAR GENERAL CORPORATION DOLLAR GENERAL 95 SIGNATURES Chairman & Chief Executive Officer Executive Officer) (Principal & Chief President Executive Vice Financial andFinancial Officer (Principal Officer) Accounting March 20, 2015 DirectorDirectorDirectorDirector March 20, 2015 March 20, 2015 March 20, 2015 March 20, 2015 RUSHEL ALBERT REILING RYANT EHLE OCHRAN -K ILI F. B M. C M. T Name Title Date W. D B. C F AVID ARREN ICHAEL ANDRA ICHARD DAVID M. TEHLE DAVID ATRICIA WARREN F. BRYANT F. WARREN /s/ D SANDRA B. COCHRAN SANDRA MICHAEL M. CALBERT /s/ W RICHARD W. DREILING RICHARD W. /s/ S PATRICIA FILI-KRUSHEL PATRICIA /s/ M /s/ R /s/ P Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed Securities Exchange Act Pursuant to the requirements of the We, the undersigned directors and officers of the registrant, hereby severally constitute Richard W. officers of the registrant, hereby the undersigned directors and We, Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the of 1934, Act Exchange 15(d) of the Securities of Section 13 or to the requirements Pursuant Dreiling and David M. Tehle, and each of them singly, our true and lawful attorneys with full power to singly, our true and lawful attorneys and each of them M. Tehle, Dreiling and David any and all in the capacities indicated below, them to sign for us, and in our names them and each of with the Securities and Exchange Commission. 10-K filed on Form Annual Report amendments to this of the registrant and in the capacities and on the dates below by the following persons on behalf indicated. Date: March 20, 2015 By: /s/ R registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly by the undersigned, on its behalf this report to be signed has duly caused registrant authorized. 10-K s W /s/ WILLIAM C.RHODES,III s D /s/ s P /s/ DAVID B.RICKARD ILLIAM PAULA A.PRICE AVID AULA C.R B.R aeTteDate Title Name A.P HODES ICKARD RICE , III ietrMarch20,2015 March20,2015 March20,2015 Director Director Director 96 10-K 97 EXHIBIT INDEX EXHIBIT of Dollar General Corporation granting stock options pursuant to the 2007 Stock Incentive of Dollar General Corporation granting stock options pursuant to the 2007 Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s S-4 (file no. 333-148320))* Statement on Form Registration Corporation, as issuer, and U.S. Bank National Association, as trustee (incorporated by Corporation, as issuer, and U.S. Bank 8-K on Form Corporation’s Current Report reference to Exhibit 4.2 to Dollar General SEC on April 11, 2013 (file no. 001-11421)) dated April 8, 2013 and filed with the agent, and the other credit parties and lenders borrower, Citibank, N.A., as administrative to Exhibit 4.3 to Dollar General Corporation’s party thereto (incorporated by reference 8, 2013 and filed with the SEC on April 11, 2013 8-K dated April on Form Current Report (file no. 001-11421)) reference to Corporation and its Affiliates (effective June 1, 2012) (incorporated by with the SEC Statement filed Appendix A to Dollar General Corporation’s Definitive Proxy on April 5, 2012 (file no. 001-11421))* the SEC on July 17, 2012 (file no. 001-11421)) guarantors named therein, and U.S. Bank National Corporation, as issuer, the subsidiary by reference to Exhibit 4.2 to Dollar General Association, as trustee (incorporated SEC on 8-K dated July 12, 2012, filed with the on Form Corporation’s Current Report July 17, 2012 (file no. 001-11421)) National Association, as trustee (incorporated by Corporation, as issuer, and U.S. Bank 8-K on Form Corporation’s Current Report reference to Exhibit 4.1 to Dollar General SEC on April 11, 2013 (file no. 001-11421)) dated April 8, 2013 and filed with the Corporation’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2013, filed ended May 3, 10-Q for the quarter on Form Quarterly Report Corporation’s 4, 2013 (file no. 001-11421)) with the SEC on June 8-K dated on Form Report General Corporation’s Current to Exhibit 3.2 to Dollar 18, 2009 (file no. 001-11421)) filed with the SEC on November November 18, 2009, S-1 (file no. 333-161464)) on Form Statement Registration Dollar General Corporation’s by reference to Exhibit 4.1 to Association, as trustee (incorporated U.S. Bank National 12, 2012, filed with 8-K dated July on Form Report Dollar General Corporation’s Current for SEC filing purposes only) (incorporated by reference to Exhibit 3.1 to Dollar General 3.1 to Dollar by reference to Exhibit (incorporated filing purposes only) for SEC 4.7 11, 2013, among Dollar General Corporation, as Credit Agreement, dated as of April 4.4 as of July 12, 2012, among Dollar General First Supplemental Indenture, dated 4.5 as of April 11, 2013, between Dollar General Third Supplemental Indenture, dated 4.6 General Supplemental Indenture, dated as of April 11, 2013, between Dollar Fourth 3.2 (incorporated by reference Bylaws of Dollar General Corporation Amended and Restated 4.1 by reference to Exhibit 4.1 to for Common Stock (incorporated of Stock Certificate Form 4.2 4.4) Notes due 2017 (included in Exhibit of 4.125% Senior Form 4.3 General Corporation, as issuer, and as of July 12, 2012, between Dollar Indenture, dated 3.1 amended (complete copy as Corporation of Dollar General Charter and Restated Amended 10.2 Dollar General Corporation and certain officers of Stock Option Agreement between Form 10.1 Dollar General 2007 Stock Incentive Plan for Key Employees of Amended and Restated 10-K 01 Form ofRestricted StockUnitAward Agreement(approvedMarch20,2012)forannual 10.10 08Form ofPerformance ShareUnitAward Agreement(approvedMarch18,2014)forannual 10.8 Form ofPerformance ShareUnitAward Agreement(approvedMarch20,2012)forannual 10.7 Form ofStockOption Award Agreement(approvedAugust 26,2014)forawardsbeginning 10.6 Form ofStockOptionAward Agreement(approvedAugust 26,2014)forannualawards 10.5 Form ofStockOptionAward Agreement(approvedMarch20,2012)forannualawards 10.4 Form ofStockOptionAward Agreement(approvedMay24,2011)forawardsmadeprior 10.3 09Form ofPerformance ShareUnitAward Agreement(approvedAugust 26,2014)forannual 10.9 (incorporated byreferencetoExhibit10.2DollarGeneralCorporation’sQuarterly Corporation pursuanttotheAmendedandRestated 2007StockIncentivePlan to December2014certainnewlyhiredandpromotedemployeesofDollarGeneral dated March20,2012,filed withtheSEConMarch26,2012(fileno.001-11421))* reference toExhibit10.3DollarGeneralCorporation’s CurrentReport onForm 8-K pursuant totheAmendedandRestated 2007StockIncentivePlan(incorporatedby awards madepriortoMarch2015certainemployees ofDollarGeneralCorporation no. 001-11421))* quarter endedOctober31,2014,filedwiththeSECon December4,2014(file Exhibit 10.4toDollarGeneralCorporation’sQuarterly Report onForm 10-Qforthefiscal to theAmendedandRestated 2007StockIncentivePlan (incorporatedbyreferenceto awards beginningMarch2015tocertainemployeesof DollarGeneralCorporationpursuant June 3,2014(fileno.001-11421))* Report onForm 10-Qfor thefiscalquarterendedMay2,2014,filedwithSECon (incorporated byreferencetoExhibit10.3DollarGeneralCorporation’sQuarterly General CorporationpursuanttotheAmendedandRestated 2007Stock Incentive Plan awards beginningMarch2014andpriorto2015certainemployeesofDollar 2012, filedwiththeSEConMarch26,2012(fileno.001-11421))* Exhibit 10.2toDollarGeneralCorporation’sCurrentReport onForm 8-Kdated March20, to theAmendedandRestated 2007StockIncentivePlan(incorporatedbyreferenceto awards priortoMarch2014certainemployeesofDollarGeneralCorporationpursuant December 4,2014(fileno.001-11421))* Report onForm 10-Qfor thefiscalquarterendedOctober31,2014,filedwithSECon (incorporated byreferencetoExhibit10.3DollarGeneralCorporation’sQuarterly Corporation pursuanttotheAmendedandRestated 2007StockIncentive Plan December 2014tocertainnewlyhiredandpromotedemployeesofDollarGeneral no. 001-11421))* quarter endedOctober31,2014,filedwiththeSEConDecember4,2014(file Exhibit 10.2toDollarGeneralCorporation’sQuarterlyReport onForm 10-Qforthefiscal Amended andRestated 2007StockIncentivePlan(incorporatedbyreferenceto beginning March2015tocertainemployeesofDollarGeneralCorporationpursuantthe no. 001-11421))* on Form 8-KdatedMarch20,2012,filedwiththeSECon26,2012(file (incorporated byreferencetoExhibit10.1DollarGeneralCorporation’sCurrentReport Corporation pursuanttotheAmendedandRestated 2007StockIncentivePlan beginning March20,2012andpriorto2015certainemployeesofDollarGeneral June 1,2011(fileno.001-11421))* Report onForm 10-QforthefiscalquarterendedApril29,2011,filedwithSECon 98 10-K 99 beginning May 29, 2014 and prior to February 2015 to non-employee directors of Dollar beginning May 29, 2014 and prior to February 2007 Stock Incentive Plan General Corporation pursuant to the Amended and Restated Quarterly (incorporated by reference to Exhibit 10.4 to Dollar General Corporation’s ended May 2, 2014, filed with the SEC on 10-Q for the fiscal quarter on Form Report June 3, 2014 (file no. 001-11421)) (incorporated by reference to Exhibit 10.4 to Dollar General Corporation’s Quarterly (incorporated by reference to Exhibit SEC on 10-Q for the fiscal quarter ended April 30, 2010, filed with the on Form Report June 8, 2010 (file no. 001-11421))* Corporation pursuant to the Amended and non-employee directors of Dollar General to Dollar 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 Restated 333-161464)) S-1 (file no. on Form Statement General Corporation’s Registration pursuant to the to May 29, 2014 to non-employee directors of Dollar General Corporation to 2007 Stock Incentive Plan (incorporated by reference Amended and Restated 10-Q for the fiscal on Form Exhibit 10.3 to Dollar General Corporation’s Quarterly Report no. 001-11421)) quarter ended April 29, 2011, filed with the SEC on June 1, 2011 (file Buck Holdings, L.P. and key employees of Dollar General Corporation (July 2007 grant and key employees of Dollar Buck Holdings, L.P. (incorporated by reference to Exhibit 10.2 to Dollar group), effective November 18, 2009 10-Q for the fiscal quarter ended on Form General Corporation’s Quarterly Report on December 10, 2009 (file no. 001-11421))* October 30, 2009, filed with the SEC Corporation (post-July 2007 and key employees of Dollar General Buck Holdings, L.P. 2009 (incorporated by reference to Exhibit 10.3 to grant group), effective November 18, the fiscal quarter ended 10-Q for on Form Report Dollar General Corporation’s Quarterly on December 10, 2009 (file no. 001-11421))* October 30, 2009, filed with the SEC Previously Granted under the Amended and Restated 2007 Stock Incentive Plan, effective 2007 Stock and Restated Granted under the Amended Previously Dollar General Corporation’s by reference to Exhibit 10.3 to 26, 2010 (incorporated August July 30, 2010, filed with the 10-Q for the fiscal quarter ended Form on Quarterly Report (file no. 001-11421))* 31, 2010 SEC on August 1, February 8-K dated on Form General Corporation’s Current Report Exhibit 99 to Dollar no. 001-11421))* 5, 2013 (file SEC on February 2013, filed with the by of Dollar General Corporation (incorporated and certain officers Holdings, L.P. on Statement Registration 10.4 to Dollar General Corporation’s reference to Exhibit (file no. 333-148320))* S-4 Form Corporation and Richard W. Dreiling (incorporated by reference to Exhibit 10.4 to Dollar by reference to (incorporated Dreiling and Richard W. Corporation with the 20, 2012, filed 8-K dated March on Form Report Current General Corporation’s no. 001-11421))* 26, 2012 (file SEC on March 10.20 Agreement (approved May 28, 2014) for awards Stock Unit Award of Restricted Form 10.18 to May 24, 2011 to Agreement for awards prior Stock Unit Award of Restricted Form 10.19 Agreement (approved May 24, 2011) for awards prior Stock Unit Award of Restricted Form 10.17 Stockholder’s Agreements, effective June 3, 2010 Second Amendment to Management 10.16 Agreement among Dollar General Corporation, Amendment to Management Stockholder’s 10.14 General Corporation, Buck Stockholder’s Agreement among Dollar of Management Form 10.15 Agreement among Dollar General Corporation, Amendment to Management Stockholder’s 10.13 by reference to 1, 2013 (incorporated dated February Restrictions of Transfer Waiver 10.12 to Options in Option Agreements Pertaining of Certain Limitations Set Forth Waiver 10.11 Dollar General 20, 2012, between dated March Agreement, Award Stock Restricted 10-K 02 DollarGeneralCorporation2014Teamshare BonusProgram forNamedExecutiveOfficers 10.28 AmendedandRestated DollarGeneralCorporationAnnualIncentivePlan(effective 10.27 DollarGeneralCorporationNon-EmployeeDirectorDeferredCompensationPlan 10.26 SecondAmendmenttotheDollarGeneralCorporationCDP/SERPPlan(asamendedand 10.25 FirstAmendmenttotheDollarGeneralCorporationCDP/SERPPlan(asamendedand 10.24 DollarGeneralCorporationCDP/SERPPlan(asamendedandrestatedeffective 10.23 Form ofStockOptionAward Agreementforawardstonon-employeedirectorsofDollar 10.22 Form ofRestricted StockUnitAward Agreement(approvedDecember3,2014)forawards 10.21 03 DollarGeneralCorporationExecutiveRelocation Policy (effectiveMarch18,2014) 10.31 DollarGeneralCorporationDomesticRelocation Policy forOfficers(effectivepriorto 10.30 SummaryofDollarGeneralCorporationLifeInsurance Program as Applicableto 10.29 Exhibit 10.7toDollarGeneralCorporation’sQuarterlyReport onForm 10-Qforthefiscal to theAmendedandRestated 2007StockIncentivePlan(incorporatedbyreferenceto beginning February 2015tonon-employeedirectorsofDollarGeneralCorporationpursuant June 3,2014(fileno.001-11421))* Report onForm 10-QforthefiscalquarterendedMay2,2014,filedwith SECon (incorporated byreferencetoExhibit10.2DollarGeneral Corporation’sQuarterly filed withtheSEConMarch22,2011(fileno.001-11421))* Corporation’s AnnualReport onForm 10-Kforthefiscalyear endedJanuary28,2011, March 18,2014)(incorporatedbyreferencetoExhibit 10.21toDollarGeneral filed withtheSEConMarch29,2007)(fileno.001-11421))* Corporation’s AnnualReport onForm 10-Kforthefiscalyear endedFebruary 2,2007, Executive Officers(incorporatedbyreferencetoExhibit 10.19toDollarGeneral June 3,2014(fileno.001-11421))* Report onForm 10-Qfor thefiscalquarterendedMay2,2014,filedwithSECon (incorporated byreferencetoExhibit10.1DollarGeneralCorporation’sQuarterly no. 001-11421))* Corporation’s DefinitiveProxy StatementfiledwiththeSEConApril5,2012(file June 1,2012)(incorporatedbyreferencetoAppendixBtheDollarGeneral 2014, filedwiththeSEConDecember4,2014(fileno.001-11421)) Corporation’s QuarterlyReport onForm 10-QforthefiscalquarterendedOctober31, (approved December3,2014)(incorporatedbyreferencetoExhibit10.6DollarGeneral no. 001-11421))* quarter endedAugust 1,2008,filedwiththeSEConSeptember3,2008(file to Exhibit10.6DollarGeneralCorporation’sQuarterlyReport onForm 10-Qforthe restated effectiveDecember31,2007),datedasofJune3,2008(incorporatedbyreference General Corporation’sRegistration StatementonForm S-4(fileno.333-148320))* restated effectiveDecember31,2007)(incorporatedbyreferencetoExhibit10.11Dollar Corporation’s Registration StatementonForm S-4(fileno.333-148320))* December 31,2007)(incorporatedbyreferencetoExhibit10.10DollarGeneral Statement onForm S-1(fileno.333-161464)) (incorporated byreferencetoExhibit10.16DollarGeneralCorporation’sRegistration General CorporationpursuanttotheAmendedandRestated 2007StockIncentivePlan no. 001-11421)) quarter endedOctober31,2014,filedwiththeSEConDecember4,2014(file 100 10-K 101 2014, filed with the SEC on March 20, 2014 (file no. 001-11421))* (incorporated by reference to Exhibit 10.2 to Dollar General J. Vasos and Todd 10-Q for the fiscal quarter ended October 28, on Form Corporation’s Quarterly Report 2011, filed with the SEC on December 5, 2011 (file no. 001-11421))* General Corporation, Buck Holdings, L.P. and Richard W. Dreiling (incorporated by and Richard W. L.P. General Corporation, Buck Holdings, Statement on General Corporation’s Registration reference to Exhibit 10.30 to Dollar (file no. 333-148320))* S-4 Form General Corporation’s (incorporated by reference to Exhibit 99.1 to Dollar David M. Tehle April 19, 2012 8-K dated April 16, 2012, filed with the SEC on on Form Current Report (file no. 001-11421))* (incorporated by reference to Exhibit 10.32 to Dollar Corporation and David M. Tehle 10-K for the fiscal year ended January 31, on Form General Corporation’s Annual Report Richard W. Dreiling (incorporated by reference to Exhibit 10.26 to Dollar General Dreiling (incorporated by reference to Exhibit 10.26 Richard W. 1, 2013, 10-K for the fiscal year ended February on Form Corporation’s Annual Report (file no. 001-11421))* filed with the SEC on March 25, 2013 Dreiling (incorporated by reference to Exhibit 10.29 to Dollar Corporation and Richard W. 333-148320))* S-4 (file no. on Form Statement General Corporation’s Registration Dollar General Dreiling (incorporated by reference to Exhibit 99.2 to Richard W. SEC on 8-K dated April 23, 2010, filed with the on Form Corporation’s Current Report April 27, 2010 (file no. 001-11421))* (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly to Exhibit 10.1 to Dollar General (incorporated by reference 2014, filed with the SEC on the fiscal quarter ended October 31, 10-Q for on Form Report (file no. 001-11421)) December 4, 2014 Exhibit 99.1 to (incorporated by reference to Dreiling and Richard W. General Corporation with 8-K dated April 23, 2010, filed Form on Current Report Dollar General Corporation’s 27, 2010 (file no. 001-11421))* the SEC on April 10.26 to Dollar by reference to Exhibit Dreiling (incorporated W. Corporation and Richard 31, for the fiscal year ended January 10-K on Form Annual Report General Corporation’s 20, 2014 (file no. 001-11421))* 2014, filed with the SEC on March 2014) (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly Corporation’s 10.1 to Dollar General to Exhibit by reference 2014) (incorporated on filed with the SEC 1, 2014, quarter ended August 10-Q for the fiscal on Form Report (file no. 001-11421))* 28, 2014 August 10.41 between Dollar General Amendment to Employment Agreement, effective March 18, 2014, 10.42 General Corporation Employment Agreement, effective December 1, 2011, between Dollar 10.40 April 1, 2012, between Dollar General Corporation and Employment Agreement, effective 10.39 dated as of January 21, 2008, among Dollar Management Stockholder’s Agreement, 10.37as of January 21, 2008, between Dollar General Stock Option Agreement, dated 10.38April 23, 2010, between Dollar General Corporation and Stock Option Agreement, dated 10.35 March 18, 2014, between Dollar General Employment Agreement, effective Amendment to 10.36 Rights, effective January 1, 2013, by Gross-Up and Tax of Certain Tax Limited Waiver 10.34effective April 23, 2010, between Dollar Employment Agreement, Restated Amended and 10.33 effective January 31, 2015 Director Compensation Summary of Non-Employee 10.32 July 16, as amended (effective Policy, Executive Relocation General Corporation Dollar 10-K 05 StockOptionAgreement,datedasofMay28,2009,betweenDollarGeneralCorporation 10.50 StockOptionAgreement,datedasofAugust 28,2008,betweenDollarGeneralCorporation 10.49 AmendmenttoEmploymentAgreement,effectiveMarch18,2014,betweenDollarGeneral 10.48 EmploymentAgreement,effectiveMarch24,2013,betweenDollarGeneralCorporation 10.47 EmploymentAgreement,effectiveNovember1,2013,betweenDollarGeneralCorporation 10.46 ManagementStockholder’sAgreement,datedDecember19,2008,amongDollarGeneral 10.45 AmendmenttoEmploymentAgreement,datedDecember4,2013andeffectiveasof 10.44 AmendmenttoEmploymentAgreement,effectiveMarch18,2014,betweenDollarGeneral 10.43 05 EmploymentAgreement,effectiveMarch24,2013,between DollarGeneralCorporation 10.53 ManagementStockholder’sAgreement,datedasofAugust 28,2008,betweenDollar 10.52 StockOptionAgreement,datedasofMarch24,2010, betweenDollarGeneralCorporation 10.51 2014, filedwiththeSEConMarch20,2014(fileno.001-11421))* General Corporation’sAnnualReport onForm 10-KforthefiscalyearendedJanuary31, Corporation andTodd J.Vasos (incorporatedbyreferencetoExhibit10.34Dollar filed withtheSEConJune 4,2013(fileno.001-11421))* Corporation’s QuarterlyReport onForm 10-Qforthefiscalquarter endedMay3,2013, and Robert D.Ravener (incorporated byreferencetoExhibit10.3DollarGeneral no. 001-11421))* fiscal yearendedJanuary28,2011,filedwiththeSEC onMarch22,2011(file to Exhibit10.38DollarGeneralCorporation’sAnnual Report onForm 10-Kforthe General Corporation,BuckHoldings,L.P., andJohnW. Flanigan (incorporatedbyreference filed withtheSEConMarch22,2011(fileno.001-11421))* Corporation’s AnnualReport onForm 10-Kforthefiscalyear endedJanuary28,2011, and JohnW. Flanigan(incorporated byreferencetoExhibit10.36DollarGeneral filed withtheSEConMarch22,2011(fileno.001-11421))* Corporation’s AnnualReport onForm 10-KforthefiscalyearendedJanuary28,2011, and JohnW. Flanigan(incorporatedbyreferencetoExhibit10.35DollarGeneral filed withtheSEConMarch22,2011(fileno.001-11421))* Corporation’s AnnualReport onForm 10-KforthefiscalyearendedJanuary28,2011, and JohnW. Flanigan(incorporatedbyreferencetoExhibit10.34DollarGeneral 2014, filedwiththeSEConMarch20,2014(fileno.001-11421))* General Corporation’sAnnualReport onForm 10-KforthefiscalyearendedJanuary31, Corporation andJohnW. Flanigan(incorporatedbyreferencetoExhibit10.39Dollar filed withtheSEConJune4,2013(fileno.001-11421))* Corporation’s QuarterlyReport onForm 10-QforthefiscalquarterendedMay3,2013, and JohnW. Flanigan(incorporatedbyreferencetoExhibit10.2DollarGeneral filed withtheSEConMarch20,2014(fileno.001-11421))* Corporation’s AnnualReport onForm 10-KforthefiscalyearendedJanuary31,2014, and DavidW. D’Arezzo(incorporatedbyreferencetoExhibit10.37DollarGeneral year endedJanuary30,2009,filedwiththeSEConMarch24,2009(fileno.001-11421))* Exhibit 10.37toDollarGeneralCorporation’sAnnualReport onForm 10-Kforthefiscal Corporation, BuckHoldings,L.P., andTodd J.Vasos (incorporatedbyreferenceto no. 001-11421))* Form 8-K/AdatedNovember4,2013,filedwiththeSEConDecember6,2013(file by referencetoExhibit10.1DollarGeneralCorporation’sCurrentReport on November 4,2013,betweenDollarGeneralCorporationandTodd J.Vasos (incorporated 102 10-K 103 April 19, 2012 (file no. 001-11421))* Corporation, Buck Holdings, L.P., and Robert D. Ravener (incorporated by reference to (incorporated D. Ravener and Robert Corporation, Buck Holdings, L.P., 10-K for the fiscal on Form Annual Report Exhibit 10.44 to Dollar General Corporation’s the SEC on March 22, 2011 (file no. 001-11421))* year ended January 28, 2011, filed with by reference to Exhibit 10.4 to Dollar General and Gregory A. Sparks (incorporated ended May 4, 2012, 10-Q for the fiscal quarter on Form Corporation’s Quarterly Report (file no. 001-11421))* filed with the SEC on June 4, 2012 Susan S. Lanigan (incorporated by reference to Exhibit 99.2 to Dollar General SEC on 8-K dated April 16, 2012, filed with the on Form Corporation’s Current Report and Robert D. Ravener (incorporated by reference to Exhibit 10.40 to Dollar General (incorporated by reference D. Ravener and Robert year ended January 28, 2011, 10-K for the fiscal on Form Report Corporation’s Annual on March 22, 2011 (file no. 001-11421))* filed with the SEC 10.41 to Dollar by reference to Exhibit (incorporated D. Ravener Corporation and Robert 28, for the fiscal year ended January 10-K on Form Annual Report General Corporation’s 001-11421))* SEC on March 22, 2011 (file no. 2011, filed with the to Exhibit 10.42 to Dollar General (incorporated by reference D. Ravener and Robert year ended January 28, 2011, 10-K for the fiscal on Form Report Corporation’s Annual (file no. 001-11421))* filed with the SEC on March 22, 2011 Corporation and Robert D. Ravener (incorporated by reference to Exhibit 10.45 to Dollar Exhibit 10.45 to by reference to (incorporated Ravener D. and Robert Corporation January 31, fiscal year ended 10-K for the Form on Report Annual General Corporation’s (file no. 001-11421))* March 20, 2014 with the SEC on 2014, filed 12 Calculation of Fixed Charge Ratio 21 Corporation List of Subsidiaries of Dollar General 23 Firm Public Accounting Consent of Independent Registered 24 (included as part of the signature pages hereto) of Attorney Powers 31 13a-14(a) Rule Certifications of CEO and CFO under Exchange Act 32 Certifications of CEO and CFO under 18 U.S.C. 1350 10.60 April 1, 2012, between Dollar General Corporation and Employment Agreement, effective 10.59 March 19, 2012, between Dollar General Corporation Employment Agreement, effective 10.572010, between Dollar General Corporation dated as of March 24, Stock Option Agreement, 10.58 28, 2008, among Dollar General dated as of August Management Stockholder’s Agreement, 10.56 19, 2008, between Dollar General dated as of December Stock Option Agreement, 10.55Corporation 2008, between Dollar General 28, dated as of August Stock Option Agreement, 10.54 General 18, 2014, between Dollar effective March Agreement, to Employment Amendment 101.INS XBRL Instance Document 101.PRE Linkbase Document Extension Presentation XBRL Taxonomy 101.SCH Extension Schema Document XBRL Taxonomy 101.LAB Extension Labels Linkbase Document XBRL Taxonomy 101.CAL Extension Calculation Linkbase Document XBRL Taxonomy 101.DEF Extension Definition Linkbase Document XBRL Taxonomy * Management Contract or Compensatory Plan DIRECTORS

Richard W. Dreiling† Sandra B. Cochran (1)(3)† William C. Rhodes, III (2)(3)*† Chairman & Chief Executive Officer President & Chief Executive Officer Chairman, President & Dollar General Corporation Cracker Barrel Old Country Store, Inc. Chief Executive Officer AutoZone, Inc. Warren F. Bryant (1)(2)*† Patricia D. Fili-Krushel (2)(3)† Retired Chairman, President & Chairman David B. Rickard (1)*† Chief Executive Officer NBCUniversal News Group Retired Executive Vice President, Longs Drug Stores Corporation Chief Financial Officer & Paula A. Price (1)† Chief Administrative Officer Michael M. Calbert (4)† Senior Lecturer CVS Health Corporation Consultant & Retired Member Harvard Business School Kohlberg Kravis Roberts & Co.

(1) Audit Committee (2) Compensation Committee (3) Nominating & Governance Committee (4) Lead Director (*) Committee Chairman OFFICERS Richard W. Dreiling† Todd J. Vasos† Chairman & Chief Executive Officer Chief Operating Officer

Executive Vice Presidents

David W. D’Arezzo† Robert D. Ravener† Rhonda M. Taylor† Chief Merchandising Officer Chief People Officer General Counsel

John W. Flanigan† Gregory A. Sparks† David M. Tehle† Global Supply Chain Store Operations Chief Financial Officer

Senior Vice Presidents

Bart E. Bohlen John W. Garratt Daniel J. Nieser Store Operations Finance & Strategy Real Estate & Store Development

Ryan G. Boone Lawrence J. Gatta Steven G. Sunderland Chief Information Officer General Merchandise Manager Store Operations Consumables Steven R. Deckard Emily C. Taylor Corporate Store Operations James E. Kopp, Jr. General Merchandise Manager Global Strategic Sourcing Non-consumables Anita C. Elliott† Controller

† Indicates person subject to the provisions of Section 16 of the Securities and Exchange Act of 1934. CORPORATE INFORMATION Transfer Agent Wells Fargo Bank, N.A., Shareowner Services Form 10-K; SEC Certifications PO Box 64854, St. Paul, MN 55164-0854 A copy of the Form 10-K filed by the Company with the www.wellsfargo.com/shareownerservices Securities and Exchange Commission (the “SEC”) for the fiscal year ended January 30, 2015, which includes as exhibits the Inquiries regarding stock transfers, lost certificates or address Chief Executive Officer and Chief Financial Officer Certifications changes should be directed to the transfer agent at the address or required to be filed with the SEC pursuant to Section 302 of website noted above or by calling (800) 468-9716. the Sarbanes-Oxley Act, is available on our website at www. dollargeneral.com in the Investor Information section or on the Direct Stock Purchase Plan SEC’s website. Wells Fargo Shareowner Services sponsors and administers a direct purchase plan for the shares of Dollar General Corporation. A printed copy of the Form 10-K, and a list of all its exhibits, will Information on the plan, a copy of the prospectus and enrollment be supplied without charge to any shareholder upon written forms are located at www.shareowneronline.com, or you may request. Exhibits to the Form 10-K are available for a reasonable contact our transfer agent by calling (866) 927-3314 or at our fee. For a printed copy of the Form 10-K, please contact: transfer agent’s mailing address above. Dollar General Corporation, Investor Relations Independent Registered Public Accounting Firm 100 Mission Ridge, Goodlettsville, Tennessee 37072 Ernst & Young LLP, Nashville, Tennessee (615) 855-4000 NET SALES (IN BILLIONS) ANNUAL MEETING 11,789 Dollar General Corporation’s annual meeting of TOTAL STORES | TOTAL STATES: 40 $18.9 shareholders is scheduled for 9:00 a.m. Central as of January 30, 2015 $17.5 $16.0 Time on Wednesday May 27, 2015, at: $14.8 Goodlettsville City Hall Auditorium $13.0 105 South Main Street, Goodlettsville, TN 37072

14 Shareholders of record as of March 19, 2015 are 26 entitled to vote at the meeting. 45 18 2010 2011 2012 2013 2014 20 122 308 NYSE: DG 341 The common stock of Dollar General Corporation is 26 SAME-STORE SALES GROWTH 179 516 traded on the New York Stock Exchange under the 24 90 83 639 trading symbol “DG.” The number of shareholders of 7 419 414 37 record as of March 19, 2015 was 1,922. 32 188 6.0% 134 202 409 319 102 435 4.9% 4.7% STOCK PERFORMANCE GRAPH 629 The graph below shows a comparison of Dollar 370 609 3.3% 87 2.8% 76 General’s cumulative total shareholder return on 343 432 common stock with the cumulative total returns of 670 the S&P 500 index and the S&P Retailing index. The 384 626 graph tracks the performance of a $100 investment 1,239 2010 2011 2012 2013 2014 472 in Dollar General common stock and in each index STORES (with the reinvestment of all dividends) from January 703 DISTRIBUTION CENTER ENDING STORE COUNT 29, 2010 to January 30, 2015.

11,789

11,132 COMPARISON OF CUMULATIVE TOTAL RETURN 10,506

9,937 $300 9,372 ABOUT DOLLAR GENERAL $250 $200 Dollar General Corporation has been delivering more retail locations in the U.S. than any other 2010 2011 2012 2013 2014 value to shoppers for over 75 years. Dollar General discount retailer. In addition to high quality private $150 helps shoppers Save time. Save money. Every day!® brands, Dollar General sells products from America’s SALES PER SQUARE FOOT $100 by offering products that are frequently used and most-trusted manufacturers such as Procter & Gamble, $223 $220 1/29/10 1/28/11 2/3/12 2/1/13 1/31/14 1/30/15 replenished, such as food, snacks, health and beauty PepsiCo, Coca-Cola, Nestle, General Mills, Unilever, $216 $213 aids, cleaning supplies, basic apparel, housewares Kimberly-Clark, Kellogg’s and Nabisco. Dollar General Corporation S&P 500 Index S&P Retailing Index and seasonal items at low everyday prices in convenient $201 neighborhood locations. With 11,789 stores in 40 Learn more about Dollar General and shop online at: 1/29/10 1/28/11 2/3/12 2/1/13 1/31/14 1/30/15 states as of January 30, 2015, Dollar General has www.dollargeneral.com Dollar General $100 $120.90 $178.54 $197.02 $239.76 $285.48

S&P 500 Index $100 $122.19 $127.34 $148.71 $180.70 $206.41 Cautionary Language Regarding Forward-Looking Statements: All forward-looking information in this report should be read with, and is 2010 2011 2012 2013 2014 S&P Retailing Index $100 $130.27 $152.96 $196.91 $248.81 $297.75 qualified in its entirety by, the Cautionary Disclosure Regarding Forward-Looking Statements and the Risk Factors disclosures set forth in the Introduction and in Item 1A, respectively, of the Form 10-K included elsewhere in this report. Fiscal 2011 includes 53 weeks, while all other years presented contain 52 weeks. Sales in the 2011 53rd The information contained on or connected to our Internet websites is not incorporated by reference into this report and should not be considered The stock price performance included in this graph is not part of this or any other report that we file with or furnish to the SEC. week were $289 million. necessarily indicative of future stock price performance. DOLLAR GENERAL 2014 Annual Report 2015 Proxy Statement Dollar General Corporation • 2014 Annual Report • 2015 Proxy Statement

100 Mission Ridge Goodlettsville, Tennessee 37072

(615) 855-4000 www.dollargeneral.com