Mary Winn Gordon – VP, IR and Public Relations Rick Dreiling – Chairman and CEO David Tehle – EVP and CFO

Deborah Weinswig – Citigroup Colin McGranaham – Bernstein Bill Ruder [ph] – BofA Merrill Lynch Joseph Parkhill – Morgan Stanley John Zolidis – Buckingham Research Alan Rifkin – Bank of America Merrill Lynch Dan Wewer – Raymond James Tom Roller – Credit Suisse Meredith Adler – Barclays Capital Patrick McKeever – MKM Partners Bret Jordan – Avondale Partners Tricia Dill – Wells Fargo

This is the Dollar General Corporation fourth quarter and fiscal year 2009 conference call, on Wednesday, March 31, 2010 at 9:00 AM Central Time. Good morning, ladies and gentlemen, and thank you for participating in today's call. This call is being recorded by Conference America. No other recording or rebroadcast of this session is allowed without the company's permission. It is now my pleasure to turn the call over to Mary Winn Gordon, Dollar General's Vice President of Investor Relations and Public Relations. Ms. Gordon, you may begin.

Thank you, operator. Good morning, everyone. On the call today are Rick Dreiling, our Chairman and CEO, and David Tehle, our Chief Financial Officer. We will go through prepared remarks, which we do have slides on our website at dollargeneral.com under the Investor Relations section that you can follow along with our prepared remarks. After the prepared remarks, we will open the call up for a Q&A session. Before we begin, let me take a moment to reference the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. Today's comments will include forward-looking statements such as those about our expectations and plans, strategies, objectives, and anticipated financial and operating results, including but not limited to our comments regarding our forecasted 2010 financial performance, planned operating initiatives, store growth, and capital expenditures, as well as our expectations with regards to consumer trends, anticipated private brand expansion, product sourcing opportunities, anticipated investment in and performance of new stores, remodeled and relocations and our long-term store growth and other long-term growth drivers. Because these statements are subject to significant risks and uncertainties, we cannot assure you that they will prove to be correct or that any trends will continue. Important factors that could cause actual results to differ materially from those reflected in the forward-looking statements are included in our 2009 10-K filed this morning, and our fourth quarter and full year financial results press release issued this morning, and in the comments that will be made on this call. Statements made on this call are accurate only as of today's date and may not remain correct at a later time. Dollar General undertakes no obligation to update any information discussed in this call. In addition, we will reference certain measures not derived in accordance with GAAP, including adjusted net income and earnings per share, adjusted SG&A expense, adjusted operating profit, adjusted EBITDA, and return on invested capital. In 2009, these items, as applicable, have been adjusted to exclude certain charges related to the termination of the sponsored advisory agreement with KKR and Goldman Sachs, the acceleration of certain equity-based compensation, and the early retirement of long-term obligation. In 2008, adjusted operating profit and adjusted net income exclude a litigation settlement and related expenses. Reconciliations of these measures to GAAP net income, EPS, operating profit, and SG&A and the calculation of ROI and certain ratios, using adjusted EBITDA are included in this morning's earnings press release, which can be found on our website at dollargeneral.com under Investor Information. Adjusted EBITDA, adjusted net income, and EPS, and adjusted operating profit and adjusted SG&A should not be considered alternatives to net income, earnings per share, SG&A, operating income, operating cash flows or any other performance measure determined in accordance with GAAP. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. We encourage you to consult our most recent Form 10-K for our definition of adjusted EBITDA, along with the limitations on the use of these measures as analytical tools. It is now my pleasure to turn the call over to Rick.

Hey, thanks, Mary Winn, and thanks to everyone for joining our call today. This morning, I will review the highlights of 2009, and provide an update on our current priorities. Then David will go into more detail on our financial performance and share our current expectations for 2010. We are very pleased to report our results for 2009, which by any measure, was yet another great year for Dollar General. Additionally, we ended the year on a high note, delivering very strong results in the fourth quarter. I would like to start by reviewing some key financial highlights for 2009. Sales increased 12.8% to a record $11.8 billion. Same-store sales were at 9.5% on top of a 9.0% in 2008, with every one of our geographic regions turning in positive comps. Notably, 2009 marked our 29th of consecutive same-store sales growth. We expanded our gross margin rate by 201 basis points to 31.3%. We reduced our SG&A as a percentage of sales by 79 basis points. We reported net income of $339.4 million or $1.04 per share. Adjusting for several charges related mainly to our IPO, which David will discuss in more detail, net income for the full year was $425.1 million, or $1.31 per share. Adjusted operating profit increased 67%. Our adjusted EBITDA for the year increased over last year by 41% on top of a 34% increase in 2008. We reduced our debt by $734 million. We ended the year with return on invested capital of 21.8% and we opened 500 new stores and remodeled or relocated an additional 450. These results are a testament to the strength of our business model and how well our strategy is resonating with our customers. As we continue to enhance the Dollar General experience with an increased focus on our customer service standards, I am confident that our value and convenience proposition will continue to convince consumers to turn to Dollar General for their everyday needs, regardless of the economic environment. It is evident that consumers have made significant behavioral changes during the current recession, and most have reset their spending norm. And wine we have made a great deal of progress toward meeting new and evolving consumer needs, there is always opportunity to improve our business. In short, in 2010, we will continue to be focused on our four key operating priorities. One, driving productive sales growth; two, increasing gross margin; three, leveraging process improvements and information technology to reduce costs; and four, strengthening and expanding Dollar General's culture of serving others. Turning to our first priority of driving productive sales growth, in 2010, we are opening stores in our new customer-centric format, improving the layout and the convenience of existing stores and further transforming our product assortment. We plan to open 600 new customer-centric stores, while also remodeling or relocating an additional 500 stores to fit our new model in 2010. The store format is a dramatic improvement in the appearance of our stores and creates a compelling shopping environment based on extensive customer insights, from focus groups, and from proprietary market basket data. By the end of our fiscal year 2010, we expected have 1500 stores in our new format. We are completely rebranding our new stores for the use of signs and visual, that explain our value proposition to the customer at the point of sale. The new store format has layouts and adjacencies that significantly improve the customers' ability to shop. I am also pleased to report that our disciplined real estate process is contributed to our new stores ramping up faster and showing stronger growth than in prior years. Additionally, in 2010, we would benefit from Phase II and Phase III of our 78-inch profile expansion. Phase III includes health and beauty aids, and home and apparel. Two important new merchandising initiatives also correspond with the expansion of our health and beauty aid offerings. First, we continue to transform small box retailing with the launch of L'Oreal cosmetics. L'Oreal gives us a unique positioning and helps strengthen our competitive position with the number one cosmetic line in the U.S. L'Oreal significantly enhances our cosmetics offering, and will be offered at price points that are familiar to our customers. The second initiative is our exclusive licensing agreement for Rexall brands. Based on the successful rollout of Rexall vitamins in the fall, Rexall gives us a tremendous opportunity to leverage the brand heritage across the health and beauty as a proprietary brand for Dollar General. Also driving productive sales growth in 2010 is a transformation of our non consumable products across apparel, home, and seasonal. For example, in apparel, we are currently relaunching several proprietary Brands, including the Bobbie Brooks brand for women, and Open Trails for men and boys. The apparel lines have improved quality across fit and fabric, and are exclusive to Dollar General at price points that are attractive to our customers. We are also leveraging national brands to reinforce our quality message through the introduction of Heinz products for the entire family. Additionally, we are launching our new True Living brand across Home Décor, including kitchen and bath; True Living Outdoors, for lawn and garden products; True Living Kids, our outdoor toy line. Finally, our new merchandising team has complete responsibility for restaging our holiday-style seasonal brand for Valentine's Day. This is the first holiday that the team has had total control over, and I am pleased to report that our sell-through was just outstanding for Valentine's. Our second operating priority is to increase our gross margins, where we expect to benefit in 2010 again from the transformation of our private brand products as well as updates to our sourcing, distribution and transportation strategy, and a continued focus on shrink reduction. We have been making great progress on our private brand program, which is a significant driver of gross margins. In addition to the upgraded quality of our private brand items, we have completely redesigned the packaging of our brands to convey that the products are fresh and inviting. We ended 2009 with a private brand penetration of more than 21% of our consumables, and we ended with about 1300 SKUs. We continue to have significant opportunity to expand our margins through the further development of our private brand program. Our current private brand initiatives will be supported by new, comprehensive in-store marketing campaigns. Another opportunity for expansion of our gross margins is direct sourcing of our merchandise. During 2009, we realigned and overhauled the organizational responsibilities of our Hong Kong office, and expanded into India, an initiative that is already producing great results. We are currently developing new sourcing alternatives, such as improved sourcing for our apparel products. In the area of distribution and transportation, engineered labor standards are being implemented, and should be completely rolled out by the end of the year. Finally, we continue to be extremely focused on shrink reduction. In 2010, we believe we should benefit from relocating high-shrink items, adding closed circuit TV, stand-based trading, and automated exception-based reporting. Our third priority is to leverage process improvements in information technology to reduce costs. Over the last two years, we have developed a culture of mining the organization to reduce costs that are not critical to the customer experience, and in 2010, we will continue to build on our success. For example, we are introducing electronic pay cards for our employees, enhancing our handheld technology for the retail stores, and further expanding our energy management system. Finally, our fourth operating priority is to strengthen and expand Dollar General's culture of serving others, where we remain committed to both serving our employees and the communities that we serve. We are focused on attracting, developing, and retaining employees and have developed improved training initiatives, including in-store e-learning modules for store managers, and leadership development tools that will help to further our associates' career path. We are making great progress, as evidenced by our continuing reduction in store manager turnover, which declined another 5% in 2009 to the lowest level in 16 years. Before I turn the call over to David, I want to thank our nearly 80,000 associates for a terrific 2009, and their commitment to an even better 2010. With clear priorities, and a strong track record of execution, I am confident that we have the right plans in place for a great 2010. Now, I will turn the call over to David to review our financials for the fourth quarter and full year. David?

Thank you, Rick, and good morning, everyone. We are very pleased to report another great quarter, and a very successful 2009. We ended the year with a stronger balance sheet than a year ago, and we are poised for continued progress in 2010. First, I would like to review our fourth quarter results. I will then summarize the full year. And finally, I will share our outlook for 2010, before opening the call up to questions. As you know, on November 13, 2009, we took Dollar General public. At that time, we terminated our sponsored advisory agreement for $58.8 million, and incurred $9.4 million of equity-based compensation expense, both of which are included in SG&A expenses. We also repurchased the long-term obligations in the quarter, and our income statement reflects charges of $55.3 million relating to these repurchases. When I refer to adjusted numbers in my discussion, I am generally referring to measurements excluding these charges. The impact of these items reduce our earnings per share by approximately $0.25 for the quarter, and $0.26 for the year. A detailed non-GAAP reconciliation is provided in the table to our press release. We reported favorable results on every metric for the fourth quarter. Sales increased 11.9%. Our gross profit rate improved by 275 basis points. We leveraged SG&A by 40 basis points on an adjusted basis, and interest expense was down $14.3 million year over year. Same-store sales increased 7.4%, and as a reminder, that is over a 9.4% increase in 2008 or a two-year staff of 16.8%. Total net sales increased across all four merchandise categories, led by 14% growth in both consumables and seasonal. We continue to see strong sales performance across all geographic regions where we operate, and positive trends in both traffic and average ticket. Additionally, we were very pleased with the sell-through of our holiday seasonal merchandise, and we are encouraged by the progress we have made in the apparel area. For the quarter, gross profit as a percentage of sales was 32.2%, an increase of 275 basis points from the prior-year quarter. LIFO resulted in a $2 million credit in the 2009 quarter, compared to a $12.1 million charge in the 2008 quarter. Consistent with the third quarter, this change reflects a flattening of merchandise cost increases for comparable items for the year. Comparability of the periods was also affected by an $8.6 million write-off in 2008 related to a silates [ph] recall. Excluding LIFO and the silates charge, our gross profit rate increased by 196 basis points, as we continue to make progress through our category management efforts, by adding more productive, higher margin SKUs, including escalation of our private brands, as well as adding more effort on optimizing our vendor relationships, to keep costs low. We have also refined our business process review of markups and markdowns. Finally, gross margin improvement also reflects good progress on reducing inventory shrinkage. SG&A, excluding the charges I already discussed, decreased 40 basis points to 21.3% of sales in the 2009 fourth quarter from 21.7% in the 2008 fourth quarter, resulting from leverage attained as a result of higher net sales, and our continued cost reduction efforts. Our energy management programs, cardboard recycling efforts, and workers' compensation expense reduction initiatives are all contributing significantly to our improved expense structure. Adjusted operating profit was $347 million, or 10.9% of sales, up 58% from adjusted operating profit in the 2008 quarter of $220.3 million or 7.7% of sales. Our interest expense was $79 million, down $14 million. The fourth quarter income tax rate was 39.5%, and was impacted by the non-deductibility of some of our IPO-related costs. Our fourth quarter net income increased by $5.3 million to $87.2 million or $0.26 per diluted share. Adjusted for the previously-discussed charges, net income was $172.9 million or $0.51 per share. Adjusted EBITDA was just defined in our credit agreement and considered a material component to the calculation of certain covenants, with $409.6 million in the 2009 quarter, up 48% from last year's fourth quarter. Now, I would like to comment briefly on our full year results. Full year net sales were $11.8 billion, up 12.8% from the prior year, including a same-store sales increase of 9.5%, on top of a 9% increase in 2008 for a two-year staff of 18.5%. Gross profit increased by $629 million to 31.3% of sales compared to 29.3% of sales in 2008, an increase of 201 basis points. Excluding LIFO and the silates adjustment, gross profit increased by 149 basis points, primarily due to higher purchase markups. Our increased volume has enabled us to better manage our net purchase cost of merchandise. In addition, our category management processes have helped us better optimize our merchandise selection and pricing, allowing us to increase our purchased markups, which were partially offset by increased markdowns. In addition, we expanded penetration of our private brands, which generally have a higher gross profit rates. Lower average fuel costs and improved distribution efficiencies, coupled with the impact of higher sales volumes, contributed to improved leverage of our distribution and transportation costs. And finally, our inventory shrinkage rate continued to decline. Full year SG&A in 2009 was $2.74 billion, or 23.2% of sales, compared to full year 2008 SG&A of $2.45 billion or 23.4% of sales. Excluding the IPO-related charges, SG&A decreased by 79 basis points, primarily due to higher net sales, with most of the impact on the store occupancy costs, including rent and utilities. Utilities cost as a percentage of sales were further reduced by savings resulting from increased preventative maintenance, and greater usage of energy management systems in our stores. In addition, we further reduced our workers compensation expense, through safety initiatives implemented over the last several years, and legal expenses were lower in 2009 than 2008. We reported record operating profits of $953.3 million for the year. That is 8.1% of sales. Adjusted for charges, our operating profit was $1.02 billion or 8.7% of sales, up 67% from adjusted operating profit in 2008 of $612.5 million, or 5.9% of sales. Interest expense in 2009 was $345.7 million, a decrease of $46.2 million or 11.8% from 2008, primarily resulting from our repurchase of outstanding long-term obligations, using proceeds from our IPO in excess cash. The effective income tax rate for 2009 was 38.5%, compared to a rate of 44.4% for 2008. The 2009 effect of tax rate is less than the 2008 rate, due principally to the unfavorable impact that the non-deductible merger-related shareholder litigation settlement had on the 2008 rate. This reduction in the effective tax rate was partially offset by a decrease in the tax rate benefit related to Federal jobs credits. While the total amount of jobs credits earned in 2009 was similar to the amount earned in 2008, the impact on the effective tax rate was reduced due to the higher pretax income in 2009. Fiscal 2009 net income was $339.4 million or $1.04 per diluted share, compared to net income of $108.2 million, or $0.34 per diluted share in 2008. Adjusted for the items we have discussed, 2009 net income increased 200% to $425.1 million, or $1.31 per share. Fiscal 2009 adjusted EBITDA, as defined in our credit agreement, was $1.29 billion, up 41% from 2008. Now moving to the balance sheet. At year end, total merchandised inventories at cost were $1.52 billion, compared to $1.41 billion in 2008. That is an increase of 7.4% or 1.7% on a per-store basis. Increases in the consumable and seasonal inventories were partially offset by decreases in apparel and home product inventories. Annual inventory turns improved to 5.3 times in 2009, compared to 5.2 times in 2008. As of the end of the year, our outstanding long-term obligations, including the current portion, was $3.4 billion, a decrease of $734 million from the end of fiscal 2008. Details of our debt reduction are included in our press release. Our ratio of long-term obligations, net of cash to adjusted EBITDA decreased from 4.1 at year end 2008 to 2.5 at year end 2009. We generated $669 million of cash flow from operating activities, up 16% from the $575 million generated in 2008. We added property and equipment in the year, totaling $274 million, including amounts in accounts payable. In September, prior to our IPO, we paid a special dividend to our shareholders of $239 million from excess cash on hand. Then, we raised $444 million through the issuance of common stock, which as I discussed, we used along with additional cash on hand to reduce long-term obligations. We ended the year with $222 million of cash, and no borrowings under our ABL facility. Now, I would like to provide you with some more details on our outlook for 2010. Given our continued strong performance over the last couple of years, I believe our 2010 outlook builds on the excellent foundation and focus that we have built for the new Dollar General. Total sales for 2010 are forecasted to be up 8% to 10%. This includes a 4% to 6% increase in same-store sales. Our outlook represents strong growth, given the impressive comps we will be up against from 2009 that we just discussed. Adjusted operating profit growth is forecasted to be 15% to 20%. We expect our full year tax rate to be in line with our long-term guidance of 38% to 39%, although it may vary from quarter to quarter. Additionally, we expect to deliver earnings per share growth of 18% to 24%, or a diluted earnings per share of $1.55 to $1.63, assuming about 345 million weighted average diluted shares outstanding for the year. Capital expenditures are forecasted to be in the range of $325 million to $350 million. All in, we expect 2010 to be another strong year for Dollar General. As Rick mentioned, we are confident that we have the right plans, processes, and teams in place to achieve our goal. Operator, we would now like to open the line for questions.

Yes, sir. (Operator Instructions). Our first question will come from Deborah Weinswig with Citigroup. Deborah Weinswig – Citigroup: Congratulations on a great quarter.

Thanks, Deb. Deborah Weinswig – Citigroup: A few questions. You had stated in terms of outlook for 2010 that the margin guidance was in the gross I think the 20% range. Can you help us think through that in terms of the breakdown between SG&A and gross?

Yes, I think, you know, again, we are not going to give a specific breakdown, but I will give you some of the good things we have going on in both of those areas in terms of how we are growing our margin, and what we are doing to get more leverage on SG&A. And these are some of the things that we have talked about over the last six months, since we were out on the road. We believe that as we look at our gross margin for 2010, the top four items that will provide us leverage there are growing our private brand business, as we discussed, and we have shown in 2009 how we have already been able to do that. There is additional leverage that we can get out of distribution and transportation, again mainly looking at Q and then reducing stem miles. Also, on the foreign sourcing, I think you are well aware, we just started that effort and again, that starts to kick in a little bit more as we get into 2010. And then, of course, our non-consumable business. We have a big push in 2010 to grow our non-consumable business. So we think those four items will really help us on the margin. As we look at the SG&A, there are several items we are looking at there in terms of helping us leverage our SG&A in 2010. Retail labor productivity, utilizing technology to help us schedule our labor in the stores better as well as doing things between the distribution centers, how we are managing product and bring it into the stores will help us in the labor scheduling in the stores versus what we are doing in the DC. Continuing rent reduction, we have a very big effort going on to reduce our rent in our existing stores. We got a lot of progress in that in 2009, and we see that continuing in 2010. Energy management in our stores, we continue to have pushed energy management systems in, which again had a nice impact on our utilities an expense in 2009 and we see that continuing into 2010. And then, of course, I think you are aware, we put our store net effort, we put DCs in the stores, and we are just starting to see the benefits from that, reduce postage, reduce printing, reduce paper, and in helping us cut our training costs. So we see, again, improvement from both gross margin and the SG&A that we are aiming for in 2010. Deborah Weinswig – Citigroup: Okay. And then with regards to the guidance in terms of 4% to 6% same-store sales growth, should we think about that being more traffic or ticket, and I guess, you know, kind of inherent in that question, how should we think about kind of your deflation or inflation outlook for this year?

Yes, we have actually planned, Deb, no inflation or deflation, and we intend to grow ticket and transactions through the year. Deborah Weinswig – Citigroup: Okay. And then I guess lastly, as we think about, you know, the success you have had with the new format, can you help us think about, you know, what have been the key drivers there in terms of, you know, what have been really been critical in terms of, I guess, what is driving the strength in the new format. Has it been, you know, either the location or the store, has it been the layout of the new bath, you know, which are the real driver in terms of the quicker returns on the new bath?

Yes, I think primarily it has to do with the adjacencies and the shop-ability of the store, Deb, and the way it flows. It is very convincing to incremental purchases that you go through it, and the environment is more customer-friendly, just in terms of how aisle width and how everything is laid out in the store. So it drives traffic and it increases the basket size. Deborah Weinswig – Citigroup: Okay, great. Well, thanks so much and best of luck.

Thank you.

Okay. Our next question will come from Colin McGranaham with Bernstein. Colin McGranaham – Bernstein: Good morning. I would like to focus on gross margins first. If you could potentially give us any more quantification on some of the drivers of the great gross margin performance here in the fourth quarter? And then what, you know, it was obviously a little bit more than what we were expecting, what was the upside versus potentially your plan or your expectation? And then thirdly, was there anything exceptional in the fourth quarter gross margin that you think you wouldn't be able to build off of as we think about the fourth quarter of 2010?

Yes, let me say a couple of things about the margin, and I will turn it over to David. I think what you are seeing in the fourth quarter is the things David has been talking about now. They are all gaining traction. You know, I don't want to – David did mention category management, and again, you have got a category management process now that, Colin, I would say is very robust, in which we are constantly evaluating SKU productivity. There is no doubt there is a new consumerism out there, which is driving private brand trials, which is helping us expand there, and as you know, the margins there are considerably higher than national brand merchandise. David did mention shrink. We continue to work very hard on shrink, and we are getting some traction there. Our distribution and transportation, the work that is being done on cubing trailers, the work that is being done on reducing stem miles, the work that is being done on utilizing empty trailers to backhaul merchandises turned that into a positive. And I also want to throw in that we started seeing in the fourth quarter all be it not to the degree that we are seeing in the fourth quarter or seasonally the first quarter of this year, is a transformation of the non-consumables. Some of that non-consumable merchandise started rolling into the stores the tail end of the fourth quarter. And David, I don't know what else to say.

Yes, that is exactly what I was going to say. The only thing I would add to that, Colin, is there really isn't anything that we would point out as unusual or one-time in gross margin in the fourth quarter, it all came from operating performance. Colin McGranaham – Bernstein: Okay. And then just anything notable that really exceeded your internal plan, or this was pretty much as you had thought through it?

We have high expectations. Colin McGranaham – Bernstein: I thought I would hear that. Second question, just on the sales trend, obviously, any comments you could make around holiday, post-holiday, and then clearly, you have got two to three months in the first quarter already under your belt, you are lobbying against the pretty tough compare from the prior year, if you could provide any commentary around how sales progressed and what you have seen so far this quarter?

We had a very good Thanksgiving and Christmas. We were very satisfied with (inaudible) in the fourth quarter. As you could imagine, I need to be a little more sensitive now talking about the quarters we are in. I will tell you this, Colin, we came out of the fourth quarter and entered quarter one with our inventory in wonderful shape. We sold our way through the quarter four nicely and we are positioned very nicely going into quarter one. I will tell you Valentine's is the first holiday that the new merchandising team all came together from all the different disciplines inside the organization and we achieved an 85% sell-through on Valentine's. I could actually argue that is too high, but what is important for you is it didn't come by managing the inventory position, it came from better quality, better mix, and better pricing. And I will sum it all up with, you know, I am kind of happy where we are right now in the first quarter. Colin McGranaham – Bernstein: Okay, good luck. Thank you.

All right. Thank you.

Okay. Our next question will come from Bill Ruder [ph] with BofA Merrill Lynch.

Hey, Bill. Bill Ruder – BofA Merrill Lynch: Good morning, guys. It seems like your guidance for next year is obviously pretty strong, and I was wondering if you could comment broadly on your uses of free cash flow that you guys would be planning on and whether you guys would be thinking about bond repurchases or how you are thinking about that?

Yes, I would be happy to talk about that. Our goals continue to be the same as what we have talked about over the last six months on our usage of cash. Our number one goal is investing in the business, and investing in two different ways, one for growth, and two for return. We have different projects that are obviously related to growing the business, particularly in the store area with the remodels and the relocations and then we have projects that give us the return, and we are doing both of those. And that clearly is our number one priority. And then our second priority, as we have mentioned before, is retiring debt, and taking the leverage down on the company. So really, that hasn't changed at all. That will continue to be our priorities as we move forward. Bill Ruder – BofA Merrill Lynch: Okay. And then it seems like you guys are investing in the non-consumables category. I was wondering whether you guys test these initiatives in a limited number of locations before you kind of roll them out to the whole chain and what you guys, I guess, how that went?

And to answer your question, yes we did. And, to be frank about it, we tested them in the fourth quarter and the sell-through exceeded our expectations. Bill Ruder – BofA Merrill Lynch: Okay. And then just lastly, in terms of your expectations for advertising expenditures this year, are you guys planning on changing that budget significantly or changing the way in which you communicate with customers?

No, we will still continue to run, insert once or twice through the course of the month like we always have, based on the calendar. And again, our primary advertising vehicle is the in-store experience and our reputation for everyday low pricing. Bill Ruder – BofA Merrill Lynch: Great. That is it from me. Thanks, guys.

Thank you.

Operator, we will take the next question.

Okay. Our next question will come from Joseph Parkhill with Morgan Stanley. Joseph Parkhill – Morgan Stanley: Hi, good morning. I was just wondering if you could comment on the competitive environment and how you would classify the promotional intensity over the holidays and has that changed at all over the last few months?

Yes, I think it is a wonderful question. I know everyone right now is pushing the value proposition across every channel. I think that when I sit in my shoes and look back on the fourth quarter, I think we saw a lot more full revenue sales this year versus last year in a lot of the different channels. Everybody last year was marking that 70% or 80%, and I think trying to really get an understanding of how many units people were pushing across the check stands really important right now. In regards to the competitive environment in quarter one versus quarter four, I would say it is about the same. It is certainly intense out there. It is interesting as you follow the month and look at the ads, you can almost tell when someone is a little disappointed with previous week's sales, based on the intensity of the items that are in the ad and the price points that are there. So still very much promotional. Everybody is focused on the value equation right now, and that is why I am still proud of where we are, we have stayed true to the EDLP process, and as you can see by our numbers, the customer continues to respond to it. Joseph Parkhill – Morgan Stanley: Okay, great. And then, I was also just wondering if you could comment – as the gas prices have been up on a year-over-year basis, have you seen any difference in the performance of the rural stores versus the rest of your chain with respect to either ticket or traffic?

Yes, you know, I was reading an article the other day that said they are forecasting gas prices to be north of $3, and I think they are also at the highest point they have been in almost a year and half, maybe even two years. But I wouldn't look at you and tell you the convenience of our locations and if you look back on the history of the company, with 20 consecutive years of same-store sales growth, the fluctuation in gas prices have not affected the company in any way. We are seeing the same kind of growth in our rural communities as we are in our urban communities. Joseph Parkhill – Morgan Stanley: Okay, great. Thank you.

Thanks a lot.

Okay, operator, we will move to the next question.

Okay. Our next question will come from John Zolidis with Buckingham Research.

Good morning, John. John Zolidis – Buckingham Research: Hi, good morning. A couple of quick questions. One, could you give us the store closing numbers for this year?

34. John Zolidis – Buckingham Research: I am sorry, but is that the 2010 plan?

No, that is the 2009 actual. John Zolidis – Buckingham Research: Okay, and then, a question on shrink. Have you been raising the height of the gondolas, and I have just noticed walking through the stores, does that contribute at all to higher shrink in those areas? I know you said shrink was a benefit, and you expect it to continue to be a benefit, but have you seen any warning signs that the higher gondolas have led to increased shrink at all? Thank you.

John, that is an excellent question. And, the answer is no. As we have raised the profile in the store, you have to remember we are also changing the adjacencies and moving the higher shrink lines to better sight lines with the cashier and we have also created that secured selling area behind the check stand, where you would go certain high pilferage items that is literally a card on the shelf, you pull that off, take that up to the checker, and then they pack the item from behind the check stand. So we continue to feel really good about what is going on. And you have got to remember now, one thing about this 78-inch profile, which I tell everybody all the time, the profile was very erratic in our stores until we went to the 78-inch profile. There would be places in the store that might be 100-inches. So the 78-inches, that consistent profile, I think is actually benefiting us. It has taken away those zones where people could hide before. John Zolidis – Buckingham Research: Thanks. Continue success.

Thank you so much.

Operator, next question please.

Yes, ma'am. Our next question comes from Alan Rifkin with Bank of America Merrill Lynch.

good morning, Alan. Alan Rifkin – Bank of America Merrill Lynch: Good morning, how are you? Congratulations.

thank you very much. Alan Rifkin – Bank of America Merrill Lynch: Relative to the 7.4 comp posted in Q4 with a 9.5% comp for the year, how was the performance of the products within the Phase I and Phase II categories?

Yes, another good question. We continue to comp positive in Phase I, and the Phase II, since it is at the early part of its roll-out, it is comping at a higher rate than the overall chain number. Alan Rifkin – Bank of America Merrill Lynch: Okay, any sort of quantification of that, above local chain?

Yes, it is above. Alan Rifkin – Bank of America Merrill Lynch: Okay. Your ability to attract brands like L'Oreal and Heinz is very admirable. Are those exclusive lines and what is the prognosis for further brand additions going forward?

Yes, another good question. No, those two brands are not exclusive. The Rexall brand is exclusive to us, Bobbie Brooks is exclusive to us. But when you look at the L'Oreal and the Heinz, what you are seeing is the merchants here – remember when we first started on our journey two years ago, talking about being trend relevant. And what you are seeing here is the expansion of our cosmetic line by with the introduction of L'Oreal making it more relevant to our customers. Particularly, when you look at the price points we are going to have. Heinz is the same thing. Our customer, you know who the main spokesperson for Heinz is Michael Jordan, and our customer, Heinz resonates with our customer. And we are continuing to explore the brands that we feel that still that we don’t have that we should have, and as we make decisions on those, we will have a marketing release exactly like we have on these two. Alan Rifkin – Bank of America Merrill Lynch: Okay, thank you. And then, one last question, if I may. Your gross margin gains in absolute terms in both in the second half of the year of very admirable. As you look further down the road, and those gains are coming from no fewer than, you know, half a dozen initiatives, category management, private label, fuel costs, shrink, distribution, procurement, to name just a few. As you look at the long term opportunities beyond 2010, can you kind of rank in order, if you will, where you see the greatest opportunities for further gross margin gains long term?

Yes, that would probably be – the number one would be the sourcing long term, the foreign sourcing, because again, we have just started that, and then the non-consumable business, what we are doing in non-consumable, and then, private brand, and then DC and transportation. Alan Rifkin – Bank of America Merrill Lynch: Okay.

And remember, all that will be managed with good solid category management at the same time. Alan Rifkin – Bank of America Merrill Lynch: Okay, thank you very much.

Thanks, Alan.

Operator, next question please.

Okay. Our next question will come from Dan Wewer with Raymond James. Dan Wewer – Raymond James: Thanks. Rick, what are the other merchandise additions that we have seen in some of our stores as it is adding there to some of the Dollar General stores. I was curious about how many stores carry that and how long has that been in place?

About 350 so far, primarily located in Florida. The Carolinas, we are starting to move into and Texas. And it has been in place about a year, and Dan, we are rolling it out very methodically, we are rolling it out trying to understand, I think we have demonstrated, we roll out things out, you know, really understanding what the impact is going to be. I can tell you we are pleased with what we have seen so far. Dan Wewer – Raymond James: And that will eventually be in all stores, or –?

I think it is fair to say a fair chunk of stores before it is all said and done. Dan Wewer – Raymond James: Okay. Second question I had, as we are calculating your operating expenses per store grew about 4%, I know that you talked about SG&A leverage going forward that’s clearly benefiting from the strong sales. But are you expecting the rate of inflation at the store level will be less in 2010 than it was in 2009?

No, I think we are pretty flat on inflation overall.

Yes. I think the answer to that – to answer your question, it would be less, yes. Dan Wewer – Raymond James: So when we are looking at the SG&A per store, you would think that it would probably grow at the same rate in the coming year?

Flat or slightly down, yes.

Yes. Dan Wewer – Raymond James: Okay. Third question I had, do you have an interest expense that you are using in 2010 that equates to about $2.55 EPS estimate?

Yes. We’re not giving specific guidance on interest expense. I mean, I can tell you, if you look at the debt reductions that we did in ’09 and just rolled those forward, you get a $50 million to $60 million reduction in interest year-over-year and you probably see that the biggest piece of those reductions happen in the latter half of the year if you are trying to model for 2010. Dan Wewer – Raymond James: And then the last question I had was on – regarding the services provided by KKR and Goldman, could you talk about what type of services they have and is this going to be an additional overhead that has to be added now that those – that service agreement has been terminated?

There will not be additional overhead. And the services they provide are the advisory things to help us evaluate our plans and help us manage our way through the turnaround. Dan Wewer – Raymond James: Okay. So they – those – so you will not be incurring additional expenses to offset what they are no longer providing?

That is exactly right. Dan Wewer – Raymond James: Okay. Thank you.

Thanks so much.

Operator, next question please.

Our next question comes from Tom Roller with Credit Suisse. Tom Roller – Credit Suisse: Good morning. Thank you.

Good morning, Tom. Tom Roller – Credit Suisse: Just when you think about your new store growth for 2010, can you describe what geographies you are thinking about? Is it in equal balance between existing core markets and markets that are less penetrated?

Yes. The growth is spread across the entire 35 states that we are operating in now, and it’s equally balanced between rural and urban. Tom Roller – Credit Suisse: Okay. And then on the capital spending budget, it looks like a decent increase from 2009 to 2010. Are there any timing shifts or is that just relating to new stores and increased remodels?

Yes, that’s exactly what it is. The store growth going up to 600 new stores and the 500 relos [ph] and remodels, that’s the biggest piece of the delta year-over-year. Tom Roller – Credit Suisse: Okay, great. And then one last question. It seems when we walk the stores that standards are improving nicely. Is there anything you can comment on in the way of incentivizing the local store managers to keep up the store standards in a better way that you are working on?

Yes, we are – we have a component of our district managers and store managers bonus as that is based on service metrics, and store standards fall into that. So to answer your question, yes, they are getting compensated for. Tom Roller – Credit Suisse: Have you re-shifted that in the last year or two?

We have introduced it in the last two years. That’s very true. Tom Roller – Credit Suisse: Thank you.

Thank you.

Operator, move to the next question.

The next question comes from Meredith Adler with Barclays Capital.

Good morning, Meredith. Meredith Adler – Barclays Capital: Good morning. Couple of questions for you. It’s really cool to get L'Oreal cosmetics into your stores. I was wondering if you could just talk a little bit about kind of the discussion you had with them about your customer base and then maybe how you think the reaction from other high-quality vendors will be as you try to expand the quality of the brand.

Yes. I’d say that – I think every manufacturer out there, Meredith, is looking for growth opportunities. And I think every manufacturer [ph] use L'Oreal as an example, probably dealing in channels of trade that are flat or negative. And I think L'Oreal, when our chief merchant started to explore this, was very interested in the fundamental shift that was taking place in Dollar General, Dollar General is not the place it was two years ago, and saw an opening to come in and appeal to another base of customers. And I think it’s going to be a fabulous partnership going forward. Meredith Adler – Barclays Capital: Great. And then I don’t – I know you don’t have any frequent shopper data, but do you have some sense of the extent to which the mix of customers exchange? I think you said the growth has come from higher income customers, but are they entirely new or are they just buying more?

Yes. We did some research about six months ago that identified we were indeed attracting and retaining new customers. I can’t give you that specific data, though, Meredith, but I can tell you that the fastest growing segment we have are customers making more than $70,000 a year. One could make the leak that you are probably attracting them, and they weren’t there two years ago. And I can also tell you that we are growing the share of wallet of our existing customers by 13%. So this is nice balance of the new and the old. And I have – I've said this and I apologize if I’m repeating it myself, what fascinates me is that as you look at the research our customers are talking about if there is a change in the environment, 97% of them said they would continue to shop with us, which is the exact same number as our existing customers. And I’ve never seen that in my retail career. Meredith Adler – Barclays Capital: Great. And then my final question is just about – you did talk about having tested the discretionary merchandise. I’m kind of more interested in – given that the customer is still feeling pressured and feeling very focused on value, do you believe that the time now is right for increasing your discretionary assortments?

Yes, that’s an excellent question. I believe that in regards particularly to the non-consumable side of the table, we mixed up cheap and inexpensive. And we believe that the overhaul that we are making, the transition we are making is going from cheap to inexpensive. And when we make that move, people are still buying jeans. They might not be buying as many, Meredith, but they are buying them somewhere. And we believe our new Bobbie Brooks line with the improved fit, the improved color, the improved quality at $12 retail will be enticing enough that we are going to draw some non-consumable business into the stores. Meredith Adler – Barclays Capital: Great. Thank you very much.

Operator, we’ll move on.

Our next question comes from Patrick McKeever with MKM Partners.

Hey, Patrick. Patrick McKeever – MKM Partners: Hi, good morning.

Good morning. Patrick McKeever – MKM Partners: Just a question – I know you don’t want to say too much about current trends, but you are up against that swift comparison with last year and the first quarter, and there is some speculation – I mean, maybe some – maybe it’s fact, but tax refunds are up this year versus last year. So I was just wondering if you’ve spent any time on that particular issue and if you think that’s having any kind of an impact on the business right now. Thanks.

I’ll be frank. I’ve not spent a lot of time on it. And as I said before, I’m happy where we are right now. Patrick McKeever – MKM Partners: Okay. Okay fair enough. And then second question, no one has asked this, maybe there is a more obvious answer than I thought. But I was just wondering if you could provide a little color on those two shelf registrations or those two registrations that were filed this morning.

Yes. I’d be happy to do that. One of them was just a standard re-filing of the market maker that we do every year so Goldman Sachs can trade in our notes. And again, this is nothing new. I think this is the third or fourth year that we’ve done that for them. That’s a requirement. The second one is something new. That’s the S-3 that we filed. That’s the shelf registration statement that will enable us to opportunistically engage in a wide variety of transactions over the next few years. We made the filing today to maintain our flexibility in the capital markets as well as to satisfy our contractual obligations to our shareholders. And again, we continue to focus on running the business and delivering our long-term shareholder value. Patrick McKeever – MKM Partners: Okay. Thanks very much.

Thank you, sir.

Operator, next question, please.

Yes. Our next question comes from Bret Jordan with Avondale Partners.

Good morning, Bret. Bret Jordan – Avondale Partners: Good morning. Couple quick questions. And one of them really around Recsol [ph], some details behind that brand and what (inaudible) use, whether is an established brand, and whether as a house brand, it’s much margin differential compared to your existing brands?

Yes. Our idea is to play the Recsol brand between private brands and the national brand. And we successfully negotiated the deal with them without having to pay a yearly fee. Bret Jordan – Avondale Partners: Okay. And I guess when you look that as the SKUs you plan to de-branding with Recsol or other particular categories?

We’re going to start in the health and beauty area and we will see how it plays out from there. Bret Jordan – Avondale Partners: Okay. And then once on the valentine – maybe little more detail than you want to give, but talking about 85% sales growth, how does the actual dollar volumes comp to the prior year, or is it a cleaner inventory that you sold through better or did you just merchandise much better, you got a net gain in the category as well?

You just said it perfectly. It’s a combination of both. We did a much better job on selection and much better job on quality. Our inventory position was right. And I have to compliment the stores and that the retail team is more rigorous on executing the merchandising plan. Bret Jordan – Avondale Partners: You want to give us a feeling for the volume improvement year-over-year?

It was nice. Bret Jordan – Avondale Partners: All right. Thanks.

Good try, Bret. But we’ll move along to the next question, please.

Okay. Our next –

This will be our last question, operator.

Okay. Our last question will come from Tricia Dill [ph] with Wells Fargo.

Hey, Tricia. Tricia Dill – Wells Fargo: Good morning. I’m wondering if you can just comment on the early results from the reset and the home categories specifically as well as the rollout schedule for the other non-consumable products this year.

Yes. I would tell you, right now we’re on track as far as rolling the product out where actually I can argue a little bit ahead of schedule. And what I would like to do is have another quarter under my belt. I’d like to have the first quarter under my belt before I actually talk about that, which I will at the end – in the next earnings call. Tricia Dill – Wells Fargo: Great. And the non-consumables (inaudible) mentioned as one of the drivers of guidance. How much should we expect this rollout to contribute from both the sales and a margin perspective this year?

Yes, I’d rather – let’s kind of let those things unfold right now. I don’t want to mislead anybody, and there are so much movement now in the non-consumables side. Let’s just play out for a quarter. Tricia Dill – Wells Fargo: Okay. And are you seeing any changes in consumer behavior just in terms of basket size or your ability to attract new customers now that the consumers generally feeling better about the environment –?

I think it’s important when we think about the consumer feeling better, I think they are feeling better because the environment has stabilized. I don’t know that they are necessarily feeling better about the overall where things are and where it’s going. I can tell you there is still – our basket is still growing. We’re still growing transactions. But I can also tell you, we continue to see signs of this new consumerism where people are shifting channels, they are trading down, they are changing their habits, I think what you’re seeing in our private brands and the changes we’ve made there. And I also think the fascinating thing, Tricia, is used to be – this is my opinion, when people ran Coke in the ad, people would buy four or five weeks of Coke and put it in the closet. And that’s not taking place anymore. They are buying enough Coke, they get them as long as they can, and they are not stockpiling, which again is indicative of the fact that people are holding back. Tricia Dill – Wells Fargo: Great. And then lastly on SG&A, when do you start to cycle some of the bigger initiatives that have been helping the energy management system improvements, workers’ comp, expense reduction initiatives, et cetera?

I think the way I would look at it is we are continuously cycling items and we are continuously adding items because of our mining for cost reduction. And as I mentioned, as I look to the future, we still have a lot of room on energy management. We still have room on retail labor because of what we can do there; rent reduction, we’ve just begun to get the benefits out of the PCs in the stores and many other items that we are working on and are mining. So I view it as a continuous process where items cycle off and items cycle on, and we are continuously looking for replacement items when something cycles off. Tricia Dill – Wells Fargo: Thanks very much.

And then finally, operator, and for everyone on the call, hey, as I look back on 2009, I’m very confident that we’re going to look back on this as a period in which we have provided exceptional opportunity to gain market share and we have improved our competitive position. We look forward to updating you on our continued progress on our first quarter call. Thank you all very much for taking the time to chat with us today.

This concludes today’s teleconference. You may now disconnect.