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- S-4 Registration of securities issued in business combination transactions
- 3.2 Bylaws of Dollar General Corporation
- 3.3 Articles of Organization of DC Financial, LLC
- 3.4 Operating Agreement of DC Financial, LLC
- 3.5 Articles of Organization of DG Logistics, LLC
- 3.6 Operating Agreement of DG Logistics, LLC
- 3.7 Charter of DG Promotions, Inc.
- 3.8 Bylaws of DG Promotions, Inc.
- 3.9 Articles of Organization of DG Retail, LLC
- 3.10 Operating Agreement of DG Retail, LLC
- 3.11 Charter of DG Transportation, Inc.
- 3.12 Bylaws of DG Transportation, Inc.
- 3.13 Certificate of Formation of DGC Properties LLC
- 3.14 LTD Liability Co Agreement of DGC Properties LLC
- 3.15 Cert of Formation of DGC Properties Kentucky LLC
- 3.16 LTD Liability Co Agreement of DGC Prop of Ky LLC
- 3.17 Articles of Incorporation of Dolgencorp of Ny, Inc
- 3.18 Bylaws of Dolgencorp of New York, Inc.
- 3.19 Articles of Incorporation of Dolgencorp of TX, Inc
- 3.20 Bylaws of Dolgencorp of Texas, Inc.
- 3.21 Articles of Incorporation of Dolgencorp, Inc.
- 3.22 Bylaws of Dolgencorp, Inc.
- 3.23 Cert of Incorp of Dollar General Investment, Inc.
- 3.24 Bylaws of Dollar General Invest, Inc.
- 3.25 Charter of Dollar General Merchandising, Inc.
- 3.26 Bylaws of Dollar General Merchandising, Inc.
- 3.27 Cert of Assumed Name of Dollar General Partners
- 3.28 Partnership Agreement of Dollar General Partners
- 3.29 Certificate of Formation of South Boston Ff&e, LLC
- 3.30 Operating Agreement of South Boston Ff&e, LLC
- 3.31 Cert of Incorporation of South Boston Holdings,inc
- 3.32 Bylaws of South Boston Holdings, Inc.
- 3.33 Cert of Limited Partnership of Sun-dollar, L.P.
- 3.34 Agreement of LTD. Partnership of Sun-dollar, L.P.
- 4.14 First Supplemental Indenture to the SR. Indenture
- 4.16 First Supp Indenture to the SR. Subordinated Inden
- 4.18 Registration Rights Agreement
- 4.23 Supp NO.1 to the Guarantee to the Credit Agreement
- 4.25 Supplement No. 1 to the Security Agreement
- 4.27 Supplement No. 1 to the Pledge Agreement
- 4.29 Guarantee to the Abl Credit Agreement
- 4.31 Supplement No. 1 to the Abl Security Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opn of Baker,donelson,bearman,caldwell&berkowitz
- 10.1 2007 Stock Incentive Plan
- 10.2 Form of Stock Option Agreement
- 10.3 Form of Option Rollover Agreement
- 10.4 Form of Management Stockholder's Agreement
- 10.5 Form of Sale Participation Agreement
- 10.6 Agreement with Challis Lowe
- 10.10 Cdp/serp Plan
- 10.11 First Amendment to Cdp/serp Plan
- 10.19 Summary of Director Compensation
- 10.25 Monitoring Fee Letter Agreement
- 10.26 Indemnification Agreement
- 10.27 Purchase Letter Agreement
- 12 Ratio of Earnings to Fixed Charges
- 21 List of Subsidiaries
- 23.3 Consent of Ernst & Young LLP
- 25.1 T-1 Statement with Respect to the Senior Indenture
- 25.2 T-1 Statement W/ Respect to the SR. Subor Indentur
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
Exhibit 12
Dollar General Corporation
Ratio of Earnings to Fixed Charges
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| Historical |
| Pro Forma (4) |
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| 39 |
| February 3, |
| July 7, |
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| 39 |
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| Weeks |
| 2007 |
| 2007 |
| Fiscal Year |
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| Fiscal Year Ended |
| Ended |
| through |
| through |
| Ended |
| Ended |
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| January 31, |
| January 30, |
| January 28, |
| February 3, |
| February 2, |
| November 3, |
| July 6, |
| November 2, |
| February 2, |
| November 2, |
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| 2003 |
| 2004 |
| 2005 |
| 2006 |
| 2007 |
| 2006 |
| 2007 |
| 2007 |
| 2007 |
| 2007 |
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Earnings (1): |
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Income (loss) before income taxes |
| $ | 410.3 |
| $ | 476.5 |
| $ | 534.8 |
| $ | 544.6 |
| $ | 220.4 |
| $ | 143.0 |
| $ | 4.0 |
| $ | (94.6 | ) | $ | 219.1 |
| $ | (91.4 | ) |
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Fixed Charges, exclusive of capitalized interest |
| 104.1 |
| 104.0 |
| 111.8 |
| 123.1 |
| 140.7 |
| 132.2 |
| 73.5 |
| 199.1 |
| 142.0 |
| 273.4 |
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| $ | 514.4 |
| $ | 580.5 |
| $ | 646.6 |
| $ | 667.7 |
| $ | 361.1 |
| $ | 275.2 |
| $ | 77.5 |
| $ | 104.5 |
| $ | 361.1 |
| $ | 182.0 |
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Fixed Charges (1): |
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Interest charged to expense |
| $ | 46.9 |
| $ | 35.6 |
| $ | 28.8 |
| $ | 26.2 |
| $ | 34.9 |
| $ | 27.0 |
| $ | 10.3 |
| $ | 148.5 |
| $ | 36.2 |
| $ | 159.6 |
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Interest factor on rental expense (2) |
| 57.2 |
| 68.4 |
| 83.0 |
| 96.9 |
| 105.8 |
| 105.2 |
| 63.2 |
| 50.6 |
| 105.8 |
| 113.8 |
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| 104.1 |
| 104.0 |
| 111.8 |
| 123.1 |
| 140.7 |
| 132.2 |
| 73.5 |
| 199.1 |
| 142.0 |
| 273.4 |
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Interest capitalized |
| 0.1 |
| 0.2 |
| 3.6 |
| 3.3 |
| 2.9 |
| 2.9 |
| — |
| — |
| 2.9 |
| — |
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| $ | 104.2 |
| $ | 104.2 |
| $ | 115.4 |
| $ | 126.4 |
| $ | 143.6 |
| $ | 135.1 |
| $ | 73.5 |
| $ | 199.1 |
| $ | 144.9 |
| $ | 273.4 |
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Ratio of earnings to fixed charges |
| 4.9x |
| 5.6x |
| 5.6x |
| 5.3x |
| 2.5x |
| 2.0x |
| 1.1x |
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| 2.5x |
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Excess of fixed charges over earnings (3) |
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| $ | (94.6 | ) |
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| $ | (91.4 | ) |
(1) For purposes of computing the ratio of earnings to fixed charges, (a) earnings consist of income (loss) before income taxes, plus fixed charges less capitalized expenses related to indebtedness (amortization expense for capitalized interest is not significant) and (b) fixed charges consist of interest expense (whether expensed or capitalized), the amortization of debt issuance costs, and the interest portion of rent expense.
(2) The portion of rent expense representative of interest is based on the present value of the future lease payments discounted at 10%.
(3) For the period from July 7, 2007 through November 2, 2007, fixed charges exceeded earnings by $94.6 million. For the 39 weeks ended November 2, 2007, pro forma fixed charges exceeded earnings by $91.4 million.
(4) To give effect to the increase in interest expense resulting from the portion of the notes proceeds used to retire the $198.3 million of our 8 5/8% unsecured notes due June 10, 2010 as if such transactions had occurred at the beginning of the periods presented.