UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November 02, 2019~~August 01, 2020


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

						For the transition period from __________ to __________


						Commission file number:			0-14678

Ross Stores, Inc.

(Exact name of registrant as specified in its charter)

Delaware

94-1390387

(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification No.)

organization)

5130 Hacienda Drive,

Dublin,

California

94568-7579

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(925)

965-4400

Former name, former address and former

N/A

fiscal year, if changed since last report.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock,

par value $.01

ROST

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of Common Stock, with $.01 par value, outstanding on ~~November 20, 2019~~August 14, 2020 was ~~358,882,342.~~

356,005,661.

Ross Stores, Inc.

Form 10-Q

Table of Contents

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Statements of ~~Earnings–~~Operation s–Three and ~~nine~~six months ended ~~November 2~~, August 1, 2020 and August 3, 2019 an ~~d November 3, 2018~~

Condensed Consolidated Statements of Comprehensive ~~Income–~~Income (Loss)–Three and ~~nine~~six months ended ~~November 2~~,August 1, 2020 and August 3, 2019 ~~and~~ ~~November 3,~~ ~~2018~~

Condensed Consolidated Balance Sheets–~~November 2~~,August 1, 2020, February 1, 2020, and August 3, 2019 ~~February 2, 2019, and~~ ~~November 3, 2018~~

Condensed Consolidated Statements of Stockholders' Equity–~~Nine~~Six mon ~~months~~ths ended ~~November 2~~A ,ugust 1, 2020 and August 3, 2019

~~Condensed Consolidated Statements of Stockholders' Equity–Nine months ended November 3, 2018~~

Condensed Consolidated Statements of Cash ~~Flows–~~Flows ~~Nine~~–Six months ended ~~November 2~~,August 1, 2020 and August 3, 2019 ~~and~~ ~~November 3, 2018~~

Notes to Condensed Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2017

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

2928

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Statements of ~~Earnings~~Operations


		Three Months Ended						Nine Months Ended							Three Months Ended				Six Months Ended
($000, except stores and per share data, unaudited)	($000, except stores and per share data, unaudited)	November 2, 2019		November 3, 2018		November 2, 2019		November 3, 2018		($000, except stores and per share data, unaudited)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019
Sales	Sales	$	3,849,117	$	3,549,608	$	11,625,628	$	10,876,153	Sales	$	2,684,712	$	3,979,869	$	4,527,385	$	7,776,511

Costs and Expenses	Costs and Expenses									Costs and Expenses
Cost of goods sold	Cost of goods sold	2,766,432		2,547,331		8,311,950		7,736,533		Cost of goods sold	2,080,120		2,843,850		3,970,111		5,545,518
Selling, general and administrative	Selling, general and administrative	604,605		561,577		1,754,825		1,640,581		Selling, general and administrative	519,495		591,970		934,800		1,150,220
Interest income, net		(4,402)		(2,953)		(14,819)		(4,849)
Interest expense (income), net										Interest expense (income), net	28,855		(4,782)		35,521		(10,417)
Total costs and expenses	Total costs and expenses	3,366,635		3,105,955		10,051,956		9,372,265		Total costs and expenses	2,628,470		3,431,038		4,940,432		6,685,321

Earnings before taxes		482,482		443,653		1,573,672		1,503,888
Provision for taxes on earnings		111,550		105,545		368,877		358,124
Net earnings		$	370,932	$	338,108	$	1,204,795	$	1,145,764
Earnings (loss) before taxes										Earnings (loss) before taxes	56,242		548,831		(413,047)		1,091,190
Provision (benefit) for taxes on earnings (loss)										Provision (benefit) for taxes on earnings (loss)	34,195		136,110		(129,252)		257,327
Net earnings (loss)										Net earnings (loss)	$	22,047	$	412,721	$	(283,795)	$	833,863

Earnings per share
Earnings (loss) per share										Earnings (loss) per share
Basic	Basic	$	1.04	$	0.92	$	3.35	$	3.09	Basic	$	0.06	$	1.15	$	(0.81)	$	2.31
Diluted	Diluted	$	1.03	$	0.91	$	3.32	$	3.06	Diluted	$	0.06	$	1.14	$	(0.81)	$	2.29

Weighted average shares outstanding (000)
Weighted-average shares outstanding (000)										Weighted-average shares outstanding (000)
Basic	Basic	356,879		368,102		359,919		370,977		Basic	352,276		359,794		352,239		361,439
Diluted	Diluted	359,299		371,061		362,455		373,936		Diluted	354,232		362,074		352,239		364,007

Stores open at end of period		1,810		1,720		1,810		1,720
Store count at end of period										Store count at end of period	1,832		1,772		1,832		1,772

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Nine Months Ended
($000, unaudited) November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018
Net earnings $ 370,932 $ 338,108 $ 1,204,795 $ 1,145,764
Other comprehensive (loss) income:
Change in unrealized gain (loss) on investments, net of tax — (4) — (27)
Comprehensive income $ 370,932 $ 338,104 $ 1,204,795 $ 1,145,737


	Three Months Ended						Six Months Ended
($000, unaudited)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019
Net earnings (loss)	$	22,047	$	412,721	$	(283,795)	$	833,863

Other comprehensive income (loss)	0		0		0		0

Comprehensive income (loss)	$	22,047	$	412,721	$	(283,795)	$	833,863

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Balance Sheets


($000, except share data, unaudited)	($000, except share data, unaudited)	November 2, 2019		February 2, 2019		November 3, 2018		($000, except share data, unaudited)	August 1, 2020		February 1, 2020		August 3, 2019
Assets	Assets							Assets
Current Assets	Current Assets							Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	1,142,709	$	1,412,912	$	1,349,196	Cash and cash equivalents	$	3,793,043	$	1,351,205	$	1,382,025

Accounts receivable	Accounts receivable	124,853		96,711		117,825		Accounts receivable	162,723		102,236		130,439
Merchandise inventory	Merchandise inventory	2,168,796		1,750,442		1,979,080		Merchandise inventory	1,117,983		1,832,339		1,835,869
Prepaid expenses and other	Prepaid expenses and other	170,304		143,954		177,206		Prepaid expenses and other	273,612		147,048		167,585

Total current assets	Total current assets	3,606,662		3,404,019		3,623,307		Total current assets	5,347,361		3,432,828		3,515,918

Property and Equipment	Property and Equipment							Property and Equipment
Land and buildings	Land and buildings	1,173,131		1,126,051		1,117,801		Land and buildings	1,177,863		1,177,262		1,162,269
Fixtures and equipment	Fixtures and equipment	3,032,151		2,783,198		2,719,545		Fixtures and equipment	3,137,495		3,115,003		2,886,275
Leasehold improvements	Leasehold improvements	1,199,591		1,175,921		1,150,142		Leasehold improvements	1,241,819		1,219,736		1,162,935
Construction-in-progress	Construction-in-progress	145,756		171,538		146,323		Construction-in-progress	363,000		189,536		200,012
		5,550,629		5,256,708		5,133,811			5,920,177		5,701,537		5,411,491
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	2,984,747		2,781,507		2,715,585		Less accumulated depreciation and amortization	3,214,072		3,048,101		2,906,451
Property and equipment, net	Property and equipment, net	2,565,882		2,475,201		2,418,226		Property and equipment, net	2,706,105		2,653,436		2,505,040

Operating lease assets	Operating lease assets	3,042,298		—		—		Operating lease assets	3,053,735		3,053,782		2,932,199
Other long-term assets	Other long-term assets	200,999		194,471		194,234		Other long-term assets	215,044		208,321		198,790
Total assets	Total assets	$	9,415,841	$	6,073,691	$	6,235,767	Total assets	$	11,322,245	$	9,348,367	$	9,151,947

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Current Liabilities	Current Liabilities							Current Liabilities
Accounts payable	Accounts payable	$	1,480,205	$	1,177,104	$	1,394,029	Accounts payable	$	1,009,704	$	1,296,482	$	1,359,829
Accrued expenses and other	Accrued expenses and other	496,623		431,596		455,743		Accrued expenses and other	557,475		462,111		474,273
Current operating lease liabilities	Current operating lease liabilities	559,433		—		—		Current operating lease liabilities	579,277		564,481		549,841
Accrued payroll and benefits	Accrued payroll and benefits	321,977		363,035		317,525		Accrued payroll and benefits	204,109		364,435		295,465
Income taxes payable	Income taxes payable	—		37,749		—		Income taxes payable	0		14,425		0
Current portion of long-term debt		—		—		84,997
Short-term debt								Short-term debt	802,507		0		0
Total current liabilities	Total current liabilities	2,858,238		2,009,484		2,252,294		Total current liabilities	3,153,072		2,701,934		2,679,408

Long-term debt	Long-term debt	312,778		312,440		312,328		Long-term debt	2,286,295		312,891		312,665
Non-current operating lease liabilities	Non-current operating lease liabilities	2,601,372		—		—		Non-current operating lease liabilities	2,601,254		2,610,528		2,496,230
Other long-term liabilities	Other long-term liabilities	225,934		321,713		371,844		Other long-term liabilities	258,869		214,086		227,842
Deferred income taxes	Deferred income taxes	140,740		124,308		112,138		Deferred income taxes	155,556		149,679		139,538

Commitments and contingencies	Commitments and contingencies							Commitments and contingencies

Stockholders’ Equity	Stockholders’ Equity							Stockholders’ Equity
Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 359,378,000, 368,242,000 and 371,058,000 shares, respectively		3,594		3,682		3,711
Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 356,006,000, 356,775,000 and 362,166,000 shares, respectively								Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 356,006,000, 356,775,000 and 362,166,000 shares, respectively	3,560		3,568		3,622
Additional paid-in capital	Additional paid-in capital	1,435,713		1,375,965		1,354,669		Additional paid-in capital	1,512,699		1,458,307		1,412,976
Treasury stock	Treasury stock	(429,583)		(372,663)		(371,959)		Treasury stock	(465,674)		(433,328)		(425,012)

Retained earnings	Retained earnings	2,267,055		2,298,762		2,200,742		Retained earnings	1,816,614		2,330,702		2,304,678
Total stockholders’ equity	Total stockholders’ equity	3,276,779		3,305,746		3,187,163		Total stockholders’ equity	2,867,199		3,359,249		3,296,264
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	9,415,841	$	6,073,691	$	6,235,767	Total liabilities and stockholders’ equity	$	11,322,245	$	9,348,367	$	9,151,947

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Stockholders' Equity


		Nine Months Ended November 2, 2019																																								Six Months Ended August 1, 2020
					Additional paid-in capital								Accumulated other comprehensive income (loss)																	Additional paid-in capital
		Common stock													Treasury stock								Retained earnings						Common stock					Additional paid-in capital							Treasury stock					Retained earnings
(000)	(000)	Shares	Amount																							Total		(000)								Amount											Total
Balance at February 2, 2019		368,242	$	3,682			$	1,375,965			$	(372,663)			$	—			$	2,298,762			$	3,305,746
Net earnings		—	—		—				—				—				421,142				421,142
Cumulative effect of adoption of
accounting standard
(leases), net		—	—		—				—				—				(19,614)				(19,614)
Balance at February 1, 2020																							Balance at February 1, 2020		356,775		$	3,568				$	1,458,307				$	(433,328)				$	2,330,702	$	3,359,249
Net loss																							Net loss		—		—			—				—					(305,842)			(305,842)

Common stock issued under stock	Common stock issued under stock																						Common stock issued under stock
plans, net of shares	plans, net of shares																						plans, net of shares
used for tax withholding	used for tax withholding	390	4		5,291				(50,880)				—				—				(45,585)		used for tax withholding		318		3			5,441				(32,317)					—			(26,873)
Stock-based compensation	Stock-based compensation	—	—		19,689				—				—				—				19,689		Stock-based compensation		—		—			24,739				—					—			24,739
Common stock repurchased	Common stock repurchased	(3,372)	(33)		(9,387)				—				—				(310,710)				(320,130)		Common stock repurchased		(1,171)		(12)			(3,576)				—					(128,879)			(132,467)
Dividends declared ($0.255 per share)		—	—		—				—				—				(93,722)				(93,722)
Balance at May 4, 2019		365,260	$	3,653	$	1,391,558			$	(423,543)			$	—			$	2,295,858			$	3,267,526
Dividends declared ($0.285 per share)																							Dividends declared ($0.285 per share)		—		—			—				—					(101,414)			(101,414)
Balance at May 2, 2020																							Balance at May 2, 2020		355,922		$	3,559		$	1,484,911			$	(465,645)				$	1,794,567		$	2,817,392
Net earnings	Net earnings	—	—		—				—				—				412,721				412,721		Net earnings		—		—			—				—					22,047			22,047
Common stock issued under stock	Common stock issued under stock																						Common stock issued under stock
plans, net of shares	plans, net of shares																						plans, net of shares
used for tax withholding	used for tax withholding	98	1		5,610				(1,469)				—				—				4,142		used for tax withholding		84		1			5,630				(29)					—			5,602
Stock-based compensation	Stock-based compensation	—	—		24,924				—				—				—				24,924		Stock-based compensation		—		—			22,158				—					—			22,158
Common stock repurchased		(3,192)	(32)		(9,116)				—				—				(310,981)				(320,129)
Dividends declared ($0.255 per share)		—	—		—				—				—				(92,920)				(92,920)
Balance at August 3, 2019		362,166	$	3,622	$	1,412,976			$	(425,012)			$	—			$	2,304,678			$	3,296,264
Net earnings		—	—		—				—				—				370,932				370,932
Common stock issued under stock
plans, net of shares
used for tax withholding		227	2		5,543				(4,571)				—				—				974
Stock-based compensation		—	—		25,987				—				—				—				25,987
Common stock repurchased		(3,015)	(30)		(8,793)				—				—				(316,827)				(325,650)
Dividends declared ($0.255 per share)		—	—		—				—				—				(91,728)				(91,728)
Balance at November 2, 2019		359,378	$	3,594	$	1,435,713			$	(429,583)			$	—			$	2,267,055			$	3,276,779
The accompanying notes are an integral part of these condensed consolidated financial statements.

Balance at August 1, 2020																							Balance at August 1, 2020		356,006		$	3,560		$	1,512,699			$	(465,674)				$	1,816,614		$	2,867,199

Condensed Consolidated Statements of Stockholders' Equity
Nine Months Ended November 3, 2018
Additional paid-in capital Accumulated
other comprehensive income (loss)
Common stock Treasury stock Retained earnings
(000) Shares Amount Total
Balance at February 3, 2018 379,618 $ 3,796 $ 1,292,364 $ (318,279) $ 27 $ 2,071,400 $ 3,049,308
Net earnings — — — — — 418,252 418,252
Cumulative effect of adoption of
accounting standard
(revenue recognition), net — — — — — 19,884 19,884
Unrealized investment loss, net
— — — — (20) — (20)
Common stock issued under stock
plans, net of shares
used for tax withholding 732 8 4,674 (44,798) — — (40,116)
Stock-based compensation — — 23,760 — — — 23,760
Common stock repurchased (3,271) (33) (8,093) — — (247,244) (255,370)
Dividends declared ($0.225 per share) — — — — — (85,410) (85,410)
Balance at May 5, 2018 377,079 $ 3,771 $ 1,312,705 $ (363,077) $ 7 $ 2,176,882 $ 3,130,288
Net earnings — — — — — 389,404 389,404
Unrealized investment loss, net — — — — (3) — (3)
Common stock issued under stock
plans, net of shares
used for tax withholding 20 — 5,135 (6,263) — — (1,128)
Stock-based compensation — — 23,820 — — — 23,820
Common stock repurchased (3,231) (32) (8,331) — — (264,847) (273,210)
Dividends declared ($0.225 per share) — — — — — (84,561) (84,561)
Balance at August 4, 2018 373,868 $ 3,739 $ 1,333,329 $ (369,340) $ 4 $ 2,216,878 $ 3,184,610
Net earnings — — — — — 338,108 338,108
Unrealized investment loss, net — — — — (4) — (4)
Common stock issued under stock
plans, net of shares
used for tax withholding 85 1 5,097 (2,619) — — 2,479
Stock-based compensation — — 23,782 — — — 23,782
Common stock repurchased (2,895) (29) (7,539) — — (270,352) (277,920)
Dividends declared ($0.225 per share) — — — — — (83,892) (83,892)
Balance at November 3, 2018 371,058 $ 3,711 $ 1,354,669 $ (371,959) $ — $ 2,200,742 $ 3,187,163
The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Condensed Consolidated Statements of Cash Flows~~

Nine Months Ended
($000, unaudited) November 2, 2019 November 3, 2018
Cash Flows From Operating Activities
Net earnings $ 1,204,795 $ 1,145,764
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization 255,089 246,151
Stock-based compensation 70,600 71,361
Deferred income taxes 23,070 19,607
Change in assets and liabilities:
Merchandise inventory (418,354) (337,345)
Other current assets (46,161) (62,081)
Accounts payable 305,648 328,062
Other current liabilities 43,968 35,758
Income taxes (42,619) (5,338)
Operating lease assets and liabilities, net 12,911 —
Other long-term, net 1,983 8,133
Net cash provided by operating activities 1,410,930 1,450,072
Cash Flows From Investing Activities
Additions to property and equipment (401,251) (293,366)
Proceeds from investments 517 739
Net cash used in investing activities (400,734) (292,627)
Cash Flows From Financing Activities
Issuance of common stock related to stock plans 16,451 14,915
Treasury stock purchased (56,920) (53,680)
Repurchase of common stock (965,909) (806,500)
Dividends paid (278,370) (253,863)
Net cash used in financing activities (1,284,748) (1,099,128)
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents (274,552) 58,317
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period 1,478,079 1,353,272
End of period $ 1,203,527 $ 1,411,589
Supplemental Cash Flow Disclosures
Interest paid $ 10,560 $ 13,271
Income taxes paid $ 388,426 $ 343,848




	Six Months Ended August 3, 2019
				Additional paid-in capital
	Common stock							Treasury stock					Retained earnings
(000)	Shares	Amount												Total
Balance at February 2, 2019	368,242	$	3,682	$	1,375,965	$	(372,663)		$	2,298,762	$	3,305,746
Net earnings	—	—		—		—			421,142		421,142
Cumulative effect of adoption of
accounting standard
(leases), net	—	—		—		—			(19,614)		(19,614)

Common stock issued under stock
plans, net of shares
used for tax withholding	390	4		5,291		(50,880)			—		(45,585)
Stock-based compensation	—	—		19,689		—			—		19,689
Common stock repurchased	(3,372)	(33)		(9,387)		—			(310,710)		(320,130)
Dividends declared ($0.255 per share)	—	—		—		—			(93,722)		(93,722)
Balance at May 4, 2019	365,260	$	3,653	$	1,391,558	$	(423,543)		$	2,295,858	$	3,267,526
Net earnings	—	—		—		—			412,721		412,721



Common stock issued under stock
plans, net of shares
used for tax withholding	98	1		5,610		(1,469)			—		4,142
Stock-based compensation	—	—		24,924		—			—		24,924
Common stock repurchased	(3,192)	(32)		(9,116)		—			(310,981)		(320,129)
Dividends declared ($0.255 per share)	—	—		—		—			(92,920)		(92,920)
Balance at August 3, 2019	362,166	$	3,622	$	1,412,976	$	(425,012)		$	2,304,678	$	3,296,264

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows


	Six Months Ended
($000, unaudited)	August 1, 2020		August 3, 2019
Cash Flows From Operating Activities
Net (loss) earnings	$	(283,795)	$	833,863
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization	179,626		166,898
Stock-based compensation	46,897		44,613
Deferred income taxes	5,877		21,868


Change in assets and liabilities:
Merchandise inventory	714,356		(85,427)
Other current assets	(51,924)		(55,309)
Accounts payable	(289,710)		187,050
Other current liabilities	(44,671)		(8,529)
Income taxes	(145,001)		(31,193)
Operating lease assets and liabilities, net	5,569		8,276
Other long-term, net	35,197		1,353
Net cash provided by operating activities	172,421		1,083,463

Cash Flows From Investing Activities
Additions to property and equipment	(250,047)		(250,314)

Proceeds from investments	0		517
Net cash used in investing activities	(250,047)		(249,797)

Cash Flows From Financing Activities

Net proceeds from issuance of short-term debt	805,601		0
Payments of short-term debt	(3,094)		0
Net proceeds from issuance of long-term debt	1,976,030		0
Payments of debt issuance costs	(3,254)		0
Issuance of common stock related to stock plans	11,075		10,906
Treasury stock purchased	(32,346)		(52,349)
Repurchase of common stock	(132,467)		(640,259)
Dividends paid	(101,414)		(186,642)
Net cash provided by (used in) financing activities	2,520,131		(868,344)

Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	2,442,505		(34,678)

Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period	1,411,410		1,478,079
End of period	$	3,853,915	$	1,443,401

Supplemental Cash Flow Disclosures
Interest paid	$	10,069	$	6,341
Income taxes paid	$	9,872	$	266,653

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

Three and ~~Nine~~Six Months Ended ~~November 2,~~August 1, 2020 and August 3, 2019 ~~and November 3, 2018~~

(Unaudited)

Note A: Summary of Significant Accounting Policies

Basis of presentation. The accompanying unaudited interim condensed consolidated financial statements have been prepared from the records of Ross Stores, Inc. and subsidiaries (the “Company”) without audit and, in the opinion of management, include all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company’s financial position as of ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ the results of operations, comprehensive income (loss), and stockholders' equity for the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ and cash flows for the ~~nine~~six month periods ended ~~November 2, 2019~~August 1, 2020 and ~~November~~August 3, ~~2018.~~2019. The Condensed Consolidated Balance Sheet as of February ~~2, 2019,~~1, 2020, presented herein, has been derived from the Company’s audited consolidated financial statements for the fiscal year then ended.

Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted for purposes of these interim condensed consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including notes thereto, contained in the Company’s Annual Report on Form 10-K for the year ended February ~~2, 2019.~~1, 2020.

The results of operations, comprehensive income (loss), and stockholders' equity for the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019 ~~and November 3, 2018~~ and cash flows for the ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019 ~~and November 3, 2018~~ presented herein are not necessarily indicative of the results to be expected for the full fiscal year.

~~Recently adopted~~Use of accounting ~~standards.~~estimates. ~~In February 2016,~~The preparation of financial statements in conformity with GAAP requires the ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02,~~ ~~Leases~~ ~~(Accounting Standards Codification "ASC" 842), which along with subsequent amendments, supersedes the lease accounting requirements in ASC 840,~~ ~~Leases.~~ ~~The updated guidance requires balance sheet recognition for all leases with lease terms greater than one year including a lease liability, which is a lessee’s obligation~~Company to make ~~lease payments arising from a lease, measured on a discounted basis;~~estimates and ~~a right-of use asset~~assumptions that ~~represents~~affect the ~~lessee’s right to use, or control the use~~reported amounts of ~~a specified asset for the lease term.~~

The Company adopted ASC 842 as of February 3, 2019 (the "effective date"), using the optional transition method on a modified retrospective basis. The Company did not elect the transitional package of practical expedients or the use of hindsight upon adoption of the ASC. The Company elected to not record a lease liability and corresponding right-of-use asset for leases with terms of 12 months or less, and to account for lease and non-lease components as a single lease component. Upon adoption, the Company recorded leaseassets, liabilities, based on the present value of the remaining minimum rental payments, using discount rates as of the effective date, of $2.9 billion, and the corresponding right-of-use assets of $2.9 billion. The Company also recorded a cumulative-effect adjustment to decrease beginning retained earnings of $19.6 million, primarily related to the write-off of previously capitalized initial direct costs that are no longer capitalized under ASC 842, partially offset by the write-off of the deferred gain on a previous sale-leaseback transaction that meets the sale definition under ASC 842. Reporting periods beginning on or after February 3, 2019 are presented under ASC 842, while prior period amounts and disclosures ~~were not adjusted~~of contingent assets and ~~continue to be reported under ASC 840. ASC 842 did not have a significant impact to~~liabilities at the ~~Company’s condensed consolidated statements~~date of ~~earnings or to~~ the condensed consolidated ~~statements of cash flows.~~

~~Significant accounting policies.~~ Except for the updates to accounting policies for leases as a result of adopting ASC 842 described below, there have been no significant changes to the accounting policies followed by the Company as described in Note A to the audited consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company’s significant accounting estimates include valuation reserves for ~~the fiscal year ended February 2, 2019.~~

~~Leases.~~ As the Company’s leases generally do not provide an implicit discount rate, the Company uses the estimated collateralized incremental borrowing rate based on information available at the lease commencement date in determining the present valueinventory, packaway inventory costs, useful lives of ~~lease payments~~fixed assets, insurance reserves, reserves for ~~use in the calculation~~uncertain tax positions, estimates for provisions of the ~~lease liabilities~~Coronavirus Aid, Relief, and ~~right-of-use assets. This rate is determined using a portfolio approach based on~~Economic Security Act (the "CARES Act"), and legal claims. Given the ~~risk-adjusted rate of interest that~~global economic climate and additional, or unforeseen effects, from the ~~Company would have to pay to borrow an amount equal to~~COVID-19 pandemic, these estimates are more challenging, and actual results could differ materially from the lease payments on a collateralized basis over a similar lease term. Operating lease liabilities and corresponding right-of-use assets include options to extend lease terms that are reasonably certain of being exercised. The Company does not record a lease liability and corresponding right-of-use asset for leases with terms of 12 months or

~~less, and accounts for lease and non-lease components as a single lease component. The~~ Company's ~~lease portfolio is comprised of operating leases with the lease cost recorded on a straight-line basis over the lease term.~~

estimates.

Prior to the adoption of ASC 842, when a lease contained “rent holidays” or required fixed escalations of the minimum lease payments, the Company recorded rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount was charged to expense and the amount payable under the lease was recorded as deferred rent. The Company began recording rent expense on the lease possession date. Tenant improvement allowances were amortized over the lease term. Changes in deferred rent and tenant improvement allowances were included as a component of operating activities in the Condensed Consolidated Statements of Cash Flows.

Revenue recognition. All of the Company's store locations, its primary source of revenue, were temporarily closed from March 20, 2020 through a portion of the second fiscal quarter of 2020 due to the COVID-19 pandemic. The Company started a phased reopening of its stores on May 14, 2020. On average, the Company's stores were open for about 75 percent of the second quarter, with the vast majority of its store locations open and operating by the end of June 2020. The following sales mix table disaggregates revenue by merchandise category for the three and ~~nine~~six month periods ended ~~November 2, 2019~~August 1, 2020 and ~~November~~August 3, ~~2018:~~2019:


		Three Months Ended						Nine Months Ended								Three Months Ended					Six Months Ended
		November 2, 2019		November 3, 2018		November 2, 2019		November 3, 2018			August 1, 2020		¹	August 3, 2019		August 1, 2020		¹	August 3, 2019
Home Accents and Bed and Bath										Home Accents and Bed and Bath	25	%		23	%	26	%		24	%
Ladies	Ladies	26	%	27	%	27	%	28	%	Ladies	25	%		27	%	25	%		27	%
Home Accents and Bed and Bath		24	%	25	%	24	%	24	%
Shoes	Shoes	14	%	13	%	14	%	14	%	Shoes	14	%		14	%	14	%		14	%
Men's	Men's	14	%	14	%	14	%	13	%	Men's	14	%		15	%	13	%		14	%
Accessories, Lingerie, Fine Jewelry, and Fragrances	Accessories, Lingerie, Fine Jewelry, and Fragrances	13	%	13	%	13	%	13	%	Accessories, Lingerie, Fine Jewelry, and Fragrances	13	%		13	%	13	%		13	%
Children's	Children's	9	%	8	%	8	%	8	%	Children's	9	%		8	%	9	%		8	%
Total	Total	100	%	100	%	100	%	100	%	Total	100	%		100	%	100	%		100	%
¹ Sales mix for the three and six month periods ended August 1, 2020 represents sales for the period the stores were open.										¹ Sales mix for the three and six month periods ended August 1, 2020 represents sales for the period the stores were open.

Cash, restricted cash, and restricted investments. Restricted cash, cash equivalents, and investments serve as collateral for certain insurance obligations of the Company. These restricted funds are invested in bank deposits, money market mutual funds, U.S. Government and agency securities, and corporate securities and cannot be withdrawn from the Company’s account without the prior written consent of the secured parties. The classification between current and long-term is based on the timing of expected payments of the insurance obligations.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets that reconcile to the amounts shown on the Condensed Consolidated Statements of Cash Flows:


($000)	($000)	November 2, 2019		February 2, 2019		November 3, 2018		($000)	August 1, 2020		February 1, 2020		August 3, 2019
Cash and cash equivalents	Cash and cash equivalents	$	1,142,709	$	1,412,912	$	1,349,196	Cash and cash equivalents	$	3,793,043	$	1,351,205	$	1,382,025
Restricted cash and cash equivalents included in:	Restricted cash and cash equivalents included in:							Restricted cash and cash equivalents included in:
Prepaid expenses and other	Prepaid expenses and other	10,947		11,402		8,933		Prepaid expenses and other	10,348		10,235		11,048
Other long-term assets	Other long-term assets	49,871		53,765		53,460		Other long-term assets	50,524		49,970		50,328
Total restricted cash and cash equivalents	Total restricted cash and cash equivalents	60,818		65,167		62,393		Total restricted cash and cash equivalents	60,872		60,205		61,376
Total cash, cash equivalents, and restricted cash and equivalents		$	1,203,527	$	1,478,079	$	1,411,589
Total cash, cash equivalents, and restricted cash and cash equivalents								Total cash, cash equivalents, and restricted cash and cash equivalents	$	3,853,915	$	1,411,410	$	1,443,401

~~In addition to the restricted cash and equivalents in the table above, the Company had restricted investments included in the Condensed Consolidated Balance Sheets as shown below:~~

($000) November 2, 2019 February 2, 2019 November 3, 2018
Prepaid expenses and other $ — $ 400 $ 2,801
Total restricted investments $ — $ 400 $ 2,801

Property and equipment. As of ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ the Company had ~~$11.1~~$22.6 million and $13.0 million, respectively, of property and equipment purchased but not yet paid. These purchases are included in Property and Equipment, Accounts payable, and Accrued expenses and other in the accompanying Condensed Consolidated Balance Sheets.

~~Cash dividends.~~Operating leases. ~~Dividends included~~In response to the COVID-19 pandemic, the Financial Accounting Standards Board (“FASB”) provided relief under Accounting Standards Update (“ASU”) 2016-02, Leases (Accounting Standards Codification "ASC" 842). Under this relief, companies can make a policy election on how to treat lease concessions resulting directly from the COVID-19 pandemic, provided that the modified contracts result in total cash flows that are substantially the same or less than the cash flows in the Condensed Consolidated Statements of Cash Flows reflect cash dividends paid during the periods shown. Dividends per share reported on the Condensed Consolidated Statements of Earnings reflect cash dividends declared during the periods shown.original contract.

The Company made the policy election to account for lease concessions that result from the COVID-19 pandemic as if they were made under enforceable rights in the original contract. Additionally, the Company made the policy election to account for these concessions outside of the lease modification framework described under ASC 842. The Company recorded accruals for deferred rental payments and recognized rent abatements or concessions as variable lease costs in the periods incurred. Accruals for rent payment deferrals are included in Accrued expenses and other in the accompanying Condensed Consolidated Balance Sheets.

Supplemental cash flow disclosures related to leases: Operating lease assets obtained in exchange for new operating lease liabilities (includes new leases and remeasurements or modifications of existing leases) were as follows:


	Three Months Ended						Six Months Ended
($000)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019
Operating lease assets obtained in exchange for new operating lease liabilities	$	119,377	$	127,585	$	284,351	$	335,375

Incentive programs. On August 19, 2020, the Compensation Committee of the Board of Directors approved modifications to the management incentive plan and performance share award program for fiscal 2020 to be based on the attainment of specific management priorities related to their response to COVID-19, as measured and approved by the Compensation Committee of the Board of Directors, as an alternative to profitability-based performance goals.

Cash dividends.The Company’s Board of Directors declared a cash dividend of ~~$0.255~~$0.285 per common share in March ~~May,~~2020, and ~~August 2019, and $0.225~~$0.255 per common share in March, May, August, and November ~~2018,~~2019, respectively.

In ~~November 2019,~~May 2020, the ~~Company’s Board~~Company announced the suspension of ~~Directors declared a cash dividend of $0.255 per common share, payable on December 31, 2019.~~its quarterly dividends.

Litigation, claims, and assessments. Like many retailers, the Company has been named in ~~class~~class/representative action lawsuits, primarily in California, alleging violation of wage and hour/employment laws and consumer protection laws. ~~Class~~Class/representative action litigation remains pending as of ~~November 2, 2019.~~August 1, 2020.

The Company is also party to various other legal and regulatory proceedings arising in the normal course of business. Actions filed against the Company may include commercial, product and product safety, consumer, intellectual property, environmental, and labor and employment-related claims, including lawsuits in which private plaintiffs or governmental agencies allege that the Company violated federal, state, and/or local laws. Actions against the Company are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties.

In the opinion of management, the resolution of pending ~~class~~class/representative action litigation and other currently pending legal and regulatory proceedings will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Recently adopted accounting standards. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC 740). ASU 2019-12 eliminates certain exceptions in ASC 740 related to the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The Company adopted ASU 2019-12 on a prospective basis in the first quarter of fiscal 2020. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. The adoption of this standard is not expected to have a material impact on the Company's fiscal 2020 results.

Recently issued accounting standards. The Company considers the applicability and impact of all ASUs issued by the FASB. For the three and ~~nine~~six month periods ended ~~November 2, 2019,~~August 1, 2020, the ASUs issued by the FASB were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial results.

~~Reclassifications.~~ ~~Certain items related to income taxes in the prior year’s condensed consolidated statements of cash flows have been reclassified to conform to the current year's presentation.~~

Note B: Fair Value Measurements

The carrying value of cash and cash equivalents, short- and long-term investments, restricted cash and cash equivalents, restricted investments, accounts receivable, other long-term assets, accounts payable, and other long-term liabilities approximates their estimated fair value.

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The inputs used to measure fair value include: Level 1, observable inputs such as quoted prices in active markets; Level 2, inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, unobservable inputs in which little or no market data exists. This fair value hierarchy requires the Company to develop its own assumptions and maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Corporate, U.S. government and agency, and mortgage-backed securities are classified within Level 1 or Level 2 because these securities are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

There were no transfers between Level 1 and Level 2 categories during the three and ~~nine~~six month periods ended ~~November 2, 2019.~~August 1, 2020. The fair value of the Company’s financial instruments are as follows:


($000)	($000)	November 2, 2019		February 2, 2019		November 3, 2018		($000)	August 1, 2020		February 1, 2020		August 3, 2019

Cash and cash equivalents (Level 1)	Cash and cash equivalents (Level 1)	$	1,142,709	$	1,412,912	$	1,349,196	Cash and cash equivalents (Level 1)	$	3,793,043	$	1,351,205	$	1,382,025

Restricted cash and cash equivalents (Level 1)	Restricted cash and cash equivalents (Level 1)	$	60,818	$	65,167	$	62,393	Restricted cash and cash equivalents (Level 1)	$	60,872	$	60,205	$	61,376

Investments (Level 2)	Investments (Level 2)	$	8	$	125	$	475	Investments (Level 2)	$	8	$	8	$	8

Restricted investments (Level 2)		$	—	$	400	$	2,801

The underlying assets in the Company’s non-qualified deferred compensation program as of ~~November 2,~~August 1, 2020, February 1, 2020, and August 3, 2019 ~~February 2, 2019, and November 3, 2018~~ (included in Other long-term assets and in Other long-term liabilities) primarily consist of participant-directed money market, stable value, stock, and bond funds. The fair value measurement for funds with quoted market prices in active markets (Level 1) and for funds without quoted market prices in active markets (Level 2) are as follows:

($000) November 2, 2019 February 2, 2019 November 3, 2018
Level 1 $ 129,461 $ 114,181 $ 111,490
Level 2 7,409 10,377 12,218
Total $ 136,870 $ 124,558 $ 123,708


($000)	August 1, 2020		February 1, 2020		August 3, 2019
Level 1	$	135,650	$	134,440	$	126,377
Level 2	10,329		7,003		7,411
Total	$	145,979	$	141,443	$	133,788

Note C: Stock-Based Compensation

Stock-based compensation. For the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ the Company recognized stock-based compensation expense as follows:


		Three Months Ended						Nine Months Ended							Three Months Ended				Six Months Ended
($000)	($000)	November 2, 2019		November 3, 2018		November 2, 2019		November 3, 2018		($000)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019
Restricted stock	Restricted stock	$	15,030	$	12,288	$	39,388	$	36,224	Restricted stock	$	17,638	$	14,909	$	34,120	$	24,358
Performance awards	Performance awards	9,979		10,594		28,308		32,504		Performance awards	3,526		9,025		10,822		18,329
Employee stock purchase plan	Employee stock purchase plan	978		900		2,904		2,633		Employee stock purchase plan	994		990		1,955		1,926
Total	Total	$	25,987	$	23,782	$	70,600	$	71,361	Total	$	22,158	$	24,924	$	46,897	$	44,613

Total stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of ~~Earnings~~Operations for the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ is as follows:


		Three Months Ended						Nine Months Ended							Three Months Ended					Six Months Ended
Statements of Earnings Classification ($000)		November 2, 2019		November 3, 2018		November 2, 2019		November 3, 2018
Statements of Operations Classification ($000)										Statements of Operations Classification ($000)	August 1, 2020		August 3, 2019			August 1, 2020		August 3, 2019
Cost of goods sold	Cost of goods sold	$	13,823	$	11,434	$	40,757	$	33,481	Cost of goods sold	$	11,849	$	13,812		$	24,515	$	26,934
Selling, general and administrative	Selling, general and administrative	12,164		12,348		29,843		37,880		Selling, general and administrative	10,309		11,112			22,382		17,679
Total	Total	$	25,987	$	23,782	$	70,600	$	71,361	Total	$	22,158	$	24,924		$	46,897	$	44,613

The tax benefits related to stock-based compensation expense for the three and ~~nine~~six month periods ended ~~November 2, 2019 were $5.5~~August 1, 2020 were $4.8 million and ~~$14.2 million,~~$10.2 million, respectively. The tax benefits related to stock-based compensation expense for the three and ~~nine~~six month periods ended ~~November~~August 3, ~~2018~~2019 were ~~$5.1~~$5.0 million and ~~$15.0~~$8.7 million, respectively.

Restricted stock awards. The Company grants shares of restricted stock to directors, officers, and key employees. The market value of shares of restricted stock at the date of grant is amortized to expense over the vesting period of generally three to five years.

During the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ shares purchased by the Company for tax withholding totaled ~~42,300~~308 and ~~612,924,~~349,821, and~~27,234~~ 14,627 and ~~688,613,~~570,624, respectively, and are considered treasury shares which are available for reissuance.

Performance share awards. The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock on a specified settlement date based on the Company’s attainment of a ~~profitability-based~~ performance goal during the performance period, which is the Company’s fiscal year. If attained, the restricted stock then vests over a service period, generally two to three years from the date the performance award was granted.

As of ~~November 2, 2019,~~August 1, 2020, shares related to unvested restricted stock and performance share awards totaled ~~4.4~~4.1 million shares. A summary of restricted stock and performance share award activity for the ~~nine~~six month period ended ~~November 2, 2019,~~August 1, 2020, is presented below:


(000, except per share data)	(000, except per share data)	Number of shares	Weighted average grant date fair value		(000, except per share data)	Number of shares	Weighted-average grant date fair value
Unvested at February 2, 2019		5,130	$	62.50
Unvested at February 1, 2020					Unvested at February 1, 2020	4,394	$	76.20
Awarded	Awarded	1,288	93.87		Awarded	605	97.70
Released	Released	(1,712)	52.70		Released	(905)	61.29
Forfeited	Forfeited	(332)	70.20		Forfeited	(14)	79.87
Unvested at November 2, 2019		4,374	$	74.99
Unvested at August 1, 2020					Unvested at August 1, 2020	4,080	$	82.68

The unamortized compensation expense at ~~November 2, 2019,~~August 1, 2020, was ~~$169.6~~$152.4 million, which is expected to be recognized over a weighted-average remaining period of 2.2 years. The unamortized compensation expense at ~~November~~August 3, ~~2018,~~2019, was ~~$137.2~~$165.2 million, which was expected to be recognized over a weighted-average remaining period of ~~2.0~~2.3 years.

Employee stock purchase plan. Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value to purchase the Company’s common stock. The purchase price of the stock is 85% of the closing market price on the date of purchase. Purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

Note D: Earnings (Loss) Per Share

The Company computes and reports both basic earnings (loss) per share ("EPS") and diluted EPS. Basic EPS is computed by dividing net earnings (loss) by the ~~weighted average~~weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings (loss) by the sum of the ~~weighted average~~weighted-average number of common shares and dilutive common stock equivalents outstanding during the ~~period.~~period, except in cases where the effect of the common stock equivalents would be anti-dilutive. Diluted EPS reflects the total potential dilution that could occur from outstanding equity plan awards ~~including unexercised stock options,~~ and unvested shares of both performance and non-performance based awards of restricted stock. For periods of net loss, basic and diluted EPS are the same as the effect of the assumed vesting of restricted stock units is anti-dilutive.

For the three month period ended August 1, 2020,approximately 628,900 weighted-average shares were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for the period presented. For the six month period ended August 1, 2020, basic and diluted EPS were the same due to the Company's net loss.For the three and ~~nine~~six month periods ended ~~November 2,~~August 3, 2019, approximately ~~11,800~~10,500 and ~~19,100, respectively, weighted average~~5,300 weighted-average shares were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for the periods presented. For the three and nine month periods ended November 3, 2018, approximately 4,800 and 10,000, respectively, weighted average shares were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for the period presented.

The following is a reconciliation of the number of shares (denominator) used in the basic and diluted EPS computations:

Three Months Ended Nine Months Ended
Shares in (000s) Basic EPS Effect of
dilutive
common stock
equivalents Diluted
EPS Basic EPS Effect of
dilutive
common
stock
equivalents Diluted
EPS
November 2, 2019
Shares 356,879 2,420 359,299 359,919 2,536 362,455
Amount $ 1.04 $ (0.01) $ 1.03 $ 3.35 $ (0.03) $ 3.32
November 3, 2018
Shares
368,102 2,959 371,061 370,977 2,959 373,936
Amount
$ 0.92 $ (0.01) $ 0.91 $ 3.09 $ (0.03) $ 3.06


	Three Months Ended										Six Months Ended
Shares in (000s)	Basic EPS		Effect of dilutive common stock equivalents		Diluted EPS		Basic EPS		Effect of dilutive common stock equivalents		Diluted EPS
August 1, 2020
Shares	352,276		1,956		354,232		352,239		0		352,239
Amount	$	0.06	$	0	$	0.06	$	(0.81)	$	0	$	(0.81)

August 3, 2019
Shares	359,794		2,280		362,074		361,439		2,568		364,007
Amount	$	1.15	$	(0.01)	$	1.14	$	2.31	$	(0.02)	$	2.29

Note E: ~~Leases~~

The Company currently leases all but 2 of its store locations with original, non-cancelable terms that in general range from three to ten years. Store leases typically contain provisions for 3 to 4 renewal options of five years each. The exercise of lease renewal options is at the sole discretion of the Company. Most store leases also provide for minimum annual rentals and for payment of variable lease costs. In addition, some store leases also have provisions for additional rent based on a percentage of sales (“percentage rent”) and others include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have any financing leases.

The Company leases 5 warehouses, and has 4 third-party warehousing arrangements. All of these contain renewal provisions, except for the third-party warehouse in Fort Mill, South Carolina. The following table summarizes the location and expiration date of the Company’s leased warehouses:


~~Location~~						~~Lease Expiration Date~~
~~Leased Warehouses~~
~~Carlisle, Pennsylvania~~						~~2020~~
~~Carlisle, Pennsylvania~~						~~2021~~
~~Fort Mill, South Carolina~~						~~2024~~
~~Rock Hill, South Carolina~~						~~2028~~
~~Shafter, California~~						~~2029~~

~~Third-Party Warehouses~~
~~Fort Mill, South Carolina~~						~~2020~~
~~Moreno Valley, California~~						~~2023~~
~~Moreno Valley, California~~						~~2029~~
~~Shafter, California~~						~~2020~~

The Company leases approximately 103,000 and 5,000 square feet of office space for its Los Angeles and Boston buying offices, respectively. The lease term for these facilities expire in 2022 and 2020, respectively, and contain renewal provisions. In addition, the Company has a ground lease related to its New York buying office.

~~The following table presents operating lease costs included in the Condensed Consolidated Statement of Earnings for the three and nine month periods ended November 2, 2019:~~

Three Months Ended Nine Months Ended
($000) November 2, 2019 November 2, 2019
Operating lease cost ¹
$ 161,514 $ 476,728
Variable lease costs ²
44,381 131,167
Net lease cost ³
$ 205,895 $ 607,895
¹ Net of sublease income which was immaterial.

² Includes property and rent taxes, insurance, common area maintenance, and percentage rent.

³ Excludes short-term lease costs which were immaterial.

~~The maturity of operating lease liabilities, including the ground lease related to the New York buying office as of November 2, 2019, are as follows:~~

($000)
Operating Leases ¹
2020 $ 604,022
2021 616,088
2022 547,653
2023 461,997
2024 355,736
Thereafter 1,653,544
Total lease payments 4,239,040
Less: interest 1,078,235
Present value of lease liabilities $ 3,160,805
Less: current operating lease liabilities 559,433
Non-current operating lease liabilities $ 2,601,372
¹ Operating lease payments exclude $197.3 million of minimum lease payments for leases signed that have not yet commenced.

At November 2, 2019, the weighted-average remaining lease term and the weighted average discount rate for operating leases is 10.8 years and 3.5%, respectively. The weighted-average remaining lease term and the weighted average discount rate, excluding the long-term ground lease related to the New York buying office, were 6.2 years and 3.2%, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities was $152.1 million and $453.9 million, respectively, for the three and nine month periods ended November 2, 2019 and is included in Net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

Operating lease assets obtained in exchange for new operating lease liabilities (includes new leases and remeasurements or modifications of existing leases) during the three and nine month periods ended November 2, 2019 were $251.4 million and $586.8 million, respectively.

In accordance with ASC 840, the aggregate undiscounted future minimum annual lease payments under leases, including the ground lease related to the New York buying office, in effect at February 2, 2019 were as follows:

($000) Total operating leases
2019 $ 555,812
2020 580,712
2021 499,678
2022 424,695
2023 339,340
Thereafter 1,575,673
Total minimum lease payments $ 3,975,910

~~Note F:~~ Debt

~~Senior notes.~~Short-term debt and long-term debt. ~~Unsecured~~Short-term debt and unsecured senior debt, net of unamortized discounts and debt issuance costs, consisted of the following:

($000) November 2, 2019 February 2, 2019 November 3, 2018
6.38% Series A Senior Notes due 2018 $ — $ — $ 84,997
6.53% Series B Senior Notes due 2021 64,958 64,942 64,937
3.375% Senior Notes due 2024 247,820 247,498 247,391
Total long-term debt $ 312,778 $ 312,440 $ 397,325
Less: current portion — — 84,997
Total due beyond one year $ 312,778 $ 312,440 $ 312,328

As of November 2, 2019, the Company also had outstanding Series B unsecured Senior Notes in the aggregate principal amount of $65 million held by various institutional investors. The Series B notes are due in December 2021, and bear interest at 6.53%. Borrowings under these Senior Notes are subject to certain financial covenants, including interest coverage and other financial ratios. As of November 2, 2019, the Company was in compliance with these covenants.

As of November 2, 2019, the Company had outstanding unsecured 3.375% Senior Notes due September 2024 (the “2024 Notes”) with an aggregate principal amount of $250 million. Interest on the 2024 Notes is payable semi-annually.

~~On December 13, 2018, the Company repaid at maturity the $85 million principal amount of the Series A 6.38% unsecured Senior Notes.~~

As of November 2, 2019, February 2, 2019, and November 3, 2018, total unamortized discount and debt issuance costs were $2.2 million, $2.6 million, and $2.7 million, respectively, and were classified as a reduction of Long-term debt.

~~The 2024 Notes, and the Series B Senior Notes are subject to prepayment penalties for early payment of principal.~~


($000)	August 1, 2020		February 1, 2020		August 3, 2019
$800 million revolving credit facility	$	800,000	$	0	$	0
Other short-term debt financing	2,507		0		0
Total short-term debt	$	802,507	$	0	$	0

6.530% Series B Senior Notes due 2021	$	64,868	$	64,963	$	64,953
3.375% Senior Notes due 2024	248,146		247,928		247,712
4.600% Senior Notes due 2025	693,991		0		0
4.700% Senior Notes due 2027	395,124		0		0
4.800% Senior Notes due 2030	394,759		0		0
5.450% Senior Notes due 2050	489,407		0		0
Total long-term debt	$	2,286,295	$	312,891	$	312,665

~~The aggregate fair value of the two outstanding series of Senior Notes was approximately $333 million and $316 million, as of November 2, 2019and~~February 2, 2019, respectively, compared to $402 million for the then three outstanding series of Senior Notes as of November 3, 2018. The fair value is estimated by obtaining comparable market quotes which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.

~~The table below shows the components of interest expense and income for the three and nine month periods ended November 2, 2019 and November 3, 2018:~~

Three Months Ended Nine Months Ended
($000) November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018
Interest expense on long-term debt $ 3,284 $ 4,646 $ 9,850 $ 13,937
Other interest expense 216 233 756 768
Capitalized interest (1,186) (700) (3,069) (1,832)
Interest income (6,716) (7,132) (22,356) (17,722)
Interest income, net $ (4,402) $ (2,953) $ (14,819) $ (4,849)

Revolving credit ~~facility.~~facilities. In July 2019, the Company entered into a ~~new~~ $800 million unsecured revolving credit facility, which replaced the Company’s previous $600 million unsecured revolving credit facility. This ~~new~~current credit facility expires in July 2024, and contains a $300 million sublimit for issuance of standby letters of credit. The facility also contains an option allowing the Company to increase the size of its credit facility by up to an additional $300 million, with the agreement of the lenders. Interest on borrowings under this facility is based on LIBOR (or an alternate benchmark rate, if LIBOR is no longer available) plus an applicable margin ~~(currently 75 basis points)~~ and is payable quarterly and upon maturity. The revolving credit facility may be extended, at the Company's option, for up to 2 additional ~~one-year~~one year periods, subject to customary conditions.

In March 2020, the Company borrowed $800 million available under its revolving credit facility. The loan bears interest at LIBOR plus 0.875% (currently 1.76%). As of ~~November 2, 2019,~~August 1, 2020, the Company had $800 million outstanding, and 0 standby letters of credit were outstanding, under the revolving credit facility.

In May 2020, the Company amended its $800 million unsecured revolving credit facility (the “Amended Credit Facility”) to temporarily suspend, for the second and third quarters of fiscal 2020, the Consolidated Adjusted Debt to EBITDAR ratio financial covenant, and to apply a transitional modification to that ratio effective in the fourth quarter of fiscal 2020. The Amended Credit Facility also established a new temporary minimum liquidity requirement, effective for the first quarter of fiscal 2020 and through the end of April 2021. As of August 1, 2020, the Company was in compliance with these amended covenants.

In May 2020, the Company also entered into an additional $500 million 364-day senior revolving credit facility which expires in April 2021. Interest on borrowings under this new facility is based on LIBOR (or an alternate benchmark rate, if LIBOR is no longer available) plus an applicable margin (currently 175 basis points) and is payable quarterly and upon maturity. As of August 1, 2020, the Company had 0 borrowings ~~or standby letters of credit outstanding~~ under this facility and the ~~$800~~$500 million credit facility remains in place and available.

The new revolving credit facility is subject to athe same minimum liquidity and Consolidated Adjusted Debt to EBITDAR ratio financial ~~leverage ratio covenant.~~covenants as are provided in the Amended Credit Facility. In addition, the new revolving credit facility contains restrictions on stock repurchases and restrictions on post draw down cash balances on the new revolving credit facility. As of ~~November 2, 2019,~~August 1, 2020, the Company was in compliance with ~~this covenant.~~these covenants.

~~Note G: Taxes on Earnings~~Senior notes. As of August 1, 2020, the Company had outstanding Series B unsecured Senior Notes in the aggregate principal amount of $65 million held by various institutional investors. The Series B notes are due in December 2021, and bear interest at 6.530%. Borrowings under these Senior Notes are subject to certain financial covenants that were amended in June 2020, and are consistent with the corresponding covenants in the Company's existing revolving credit facilities. As of August 1, 2020, the Company was in compliance with these covenants.

As of ~~November~~August 1, 2020, the Company also had outstanding unsecured 3.375% Senior Notes due September 2024 (the “2024 Notes”) with an aggregate principal amount of $250 million. Interest on the 2024 Notes is payable semi-annually.

In April 2020, the Company issued an aggregate of $2.0 billion in unsecured senior notes in four tenors as follows: 4.600% Senior Notes due April 2025 (the “2025 Notes”) with an aggregate principal amount of $700 million, 4.700% Senior Notes due April 2027 (the “2027 Notes”) with an aggregate principal amount of $400 million, 4.800% Senior Notes due April 2030 (the “2030 Notes”) with an aggregate principal amount of $400 million, and 5.450% Senior Notes due April 2050 (the “2050 Notes”) with an aggregate principal amount of $500 million. Cash proceeds, net of discounts and other issuance costs, were approximately $1.973 billion. Interest on the 2025, 2027, 2030, and 2050 Notes is payable semi-annually beginning October 2020.

The 2024, 2025, 2027, 2030, and 2050 Notes and the Series B Senior Notes are all subject to prepayment penalties for early payment of principal.

As of August 1, 2020, February 1, 2020, and August 3, 2019, total unamortized discount and debt issuance costs were $28.7 million, $2.1 million, and $2.3 million, respectively, and were classified as a reduction of Long-term debt.

The aggregate fair value of the 6 outstanding series of Senior Notes was approximately $2.8 billion as of August 1, 2020. The aggregate fair value of the 2 then outstanding series of Senior Notes was approximately $335 million and $332 million as of February 1, 2020 and August 3, 2019, ~~February 2,~~respectively. The fair value is estimated by obtaining comparable market quotes which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.

The table below shows the components of interest expense and income for the three and six month periods ended August 1, 2020 and August 3, 2019:


	Three Months Ended						Six Months Ended
($000)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019
Interest expense on long-term debt	$	28,331	$	3,283	38,512		$	6,566
Interest expense on short-term debt	3,599		0		5,296		0
Other interest expense	1,031		227		1,309		540
Capitalized interest	(3,349)		(1,118)		(5,503)		(1,883)
Interest income	(757)		(7,174)		(4,093)		(15,640)
Interest expense (income), net	$	28,855	$	(4,782)	$	35,521	$	(10,417)

Note F: Taxes on Earnings (Loss)

On March 27, 2020, the CARES Act was signed into law. The CARES Act made several significant changes to business tax provisions including modifications for net operating losses, employee retention credits, and deferral of employer payroll tax payments. The modifications for net operating losses eliminate the taxable income limitation for certain net operating losses and allow the carry back of net operating losses arising in 2018, 2019, and ~~November~~2020 to the five prior tax years.

The Company's effective tax rates for the three month periods ended August 1, 2020 and August 3, ~~2018,~~2019, were approximately 61% and 25%, respectively. The increase in the effective tax rate of 36% for the three month period ended August 1, 2020 compared to the three month period ended August 3, 2019 was primarily due to fluctuations in pre-tax earnings, partially offset by a revaluation of deferred taxes related to the CARES Act. The Company's effective tax rates for the six month periods ended August 1, 2020 and August 3, 2019, were approximately 31% and 24%, respectively. The increase in the effective tax rate of 7% for the six month period ended August 1, 2020 compared to the six month period ended August 3, 2019 was primarily due to a pre-tax loss in the current period. The effective tax rate is impacted by changes in tax law and accounting guidance, location of new stores, level of earnings, tax effects associated with share-based compensation, and the resolution of tax positions.

As of August 1, 2020, February 1, 2020, and August 3, 2019, the reserves for unrecognized tax benefits were ~~$83.4~~$71.6 million, ~~$78.8~~$67.1 million, and ~~$130.5~~$88.4 million, inclusive of ~~$13.9~~$8.5 million, ~~$13.0~~$7.2 million, and ~~$25.4~~$14.9 million of related interest and penalties, respectively. In November ~~2018,~~2019, the Company resolved uncertain tax positions ~~related to fiscal 2015~~ with ~~the Internal Revenue Service.~~a tax authority. As a result, the Company recognized a decrease in reserves for tax positions in prior periods of ~~$52.4~~$16.2 million, inclusive of ~~$12.6~~$6.6 million of related reserves for interest and penalties. The Company accounts for interest and penalties related to unrecognized tax benefits as a part of its provision for taxes on earnings. If recognized, ~~$66.8~~$56.8 million would impact the Company’s effective tax rate. It is reasonably possible that certain state tax matters may be concluded or statutes of limitations may lapse during the next 12 months. Accordingly, the total amount of unrecognized tax benefits may decrease by up to $9.8 million. The difference between the total amount of unrecognized tax benefits and the amounts that would impact the effective tax rate relates to amounts attributable to deferred income tax assets and liabilities. These amounts are net of federal and state income taxes.

Certain state tax returns are under audit by various tax authorities. Subsequent to the three month period ended November 2, 2019, the Company resolved uncertain tax positions with a state tax authority. As a result, the Company expects to recognize a tax benefit of an approximate $10.0 million in the Consolidated Statement of Earnings, and a decrease in unrecognized tax benefits of approximately $16.2 million, inclusive of $6.6 million of interest and penalties, in the three month period ending February 1, 2020.

The Company is open to audit by the Internal Revenue Service under the statute of limitations for fiscal years 2016 through ~~2018.~~2019. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years ~~2014~~2015 through ~~2018. It is reasonably possible that certain~~2019. Certain state tax ~~matters may be concluded or statutes~~returns are currently under audit by various tax authorities. The Company does not expect the results of ~~limitations may lapse during~~these audits to have a material impact on the next 12 months. Accordingly, excluding the impact of the aforementioned state tax resolution to be recognized in the quarter ended February 1, 2020, the total amount of unrecognized tax benefits may decrease by up to $4.9 million.

condensed consolidated financial statements.

1815

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Ross Stores, Inc.:

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheets of Ross Stores, Inc. and subsidiaries (the “Company”) as of ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ the related condensed consolidated statements of ~~earnings,~~operations, comprehensive income (loss), and stockholders' equity for the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, and ~~November 3, 2018, and of~~ cash flows for the ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019 ~~and November 3, 2018,~~, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of February ~~2, 2019,~~1, 2020, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated ~~April 2, 2019,~~March 31, 2020, we expressed an unqualified opinion on those consolidated financial ~~statements.~~statements and included an explanatory paragraph regarding a change in accounting principle. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of February ~~2, 2019~~1, 2020 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

San Francisco, California

~~December 11, 2019~~

September 9, 2020

1916

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This section and other parts of this Form 10-Q contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed below under the caption "Forward-Looking Statements" and in Part II, Item 1A (Risk Factors) of this Form 10-Q, and also those in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for ~~2018.~~2019. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for ~~2018.~~2019. All information is based on our fiscal calendar.

Overview

Ross Stores, Inc. operates two brands of off-price retail apparel and home fashion stores -- Ross Dress for Less^® (“Ross”) and dd’s DISCOUNTS^®. Ross is the largest off-price apparel and home fashion chain in the United States, with ~~1,550~~1,566 locations in 39 states, the District of Columbia and Guam as of ~~November 2, 2019.~~August 1, 2020. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day. We also operate ~~260~~266 dd’s DISCOUNTS stores in 1920 states that feature a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day.

Effects of the COVID-19 Pandemic on Our Business

The United States and other countries are experiencing an ongoing, major global health pandemic related to the outbreak of a novel strain of coronavirus, COVID-19. Governmental authorities in affected regions have taken and continue to take dramatic actions in an effort to slow down the spread of the disease. Like other retailers across the country, we temporarily closed all store locations, our distribution centers, and buying and corporate offices. Our closures took effect March 20, 2020, and we remained closed through a portion of our fiscal second quarter. We also instituted “work from home” measures for many of our associates.

The impacts from the COVID-19 pandemic and the related economic disruption have had a material adverse impact on our results of operations, financial position, and cash flows in the first half of fiscal 2020. The condensed consolidated results reflect the significant revenue decline and other impacts from our temporary store closures (for approximately half of the first quarter and 25 percent of the second quarter). We expect material adverse effects from the pandemic to continue for an extended period of time, and through the current fiscal year. This will cause our results for interim periods throughout fiscal 2020 to not be comparable to our results in the corresponding prior year periods.

All our store and distribution center locations were closed from March 20, 2020 through May 14, 2020, when we began a phased process of resuming operations. On average, our stores were open for about 75 percent of the second quarter, with the vast majority of our store locations open and operating by the end of June 2020, though operating on shorter hours compared to the prior year. All our distribution centers were reopened by the end of May 2020.

The temporary closure of our stores significantly impacted our ability to sell seasonal inventory in a timely manner. As we reopened our stores and resumed operations, a significant portion of the merchandise in our stores was aged and out of season. We recorded an inventory valuation charge of $313 million in the first fiscal quarter of 2020 based on our estimate of the portion of inventory held as of May 2, 2020 that we expected to sell below its original cost. The ultimate impact of these markdowns was dependent on the pace of sell through of this inventory. During the initial reopenings, sales were ahead of our conservative plans as we benefitted from pent-up demand and aggressive markdowns. As a result of faster than expected sell through of the aged inventory, we recognized a $174 million benefit in the second quarter due to the partial reversal of the first quarter below cost inventory valuation charge. In the weeks after reopening, trends were negatively impacted from depleted store inventory levels while we were ramping up our buying and distribution capabilities.

The ongoing effect of the pandemic on consumer behavior and spending patterns remains highly uncertain. Despite the initial surge in customer demand as our stores reopened, we expect customer demand to be suppressed for an extended period. In addition, it is possible that there may be resurgences in the spread of COVID-19 again in the future, in one or more regions, which could require stores and distribution centers to close again nationally, regionally, or in specific locations, and further negatively impact our revenue and operations.

In response to COVID-19, we incurred costs to reopen our stores and distribution centers, and costs to implement additional processes and procedures to facilitate social distancing, enhance cleaning and sanitation activities, and to provide personal protective equipment to all associates. These actions, combined with various other actions taken to reduce costs, resulted in approximately $65 million of additional net costs in the second quarter of 2020. We expect to incur higher costs related to our response to COVID-19 on an ongoing basis.

To preserve our financial liquidity and enhance our financial flexibility, we borrowed $800 million from our revolving credit facility in March 2020, completed a $2.0 billion public bond offering in April 2020, and entered into a new $500 million 364-day senior revolving credit facility in May 2020.

In addition, we suspended our stock repurchase program in March 2020 and suspended quarterly dividends in May 2020, and we have taken measures to reduce our expenses, inventory receipts, and planned capital expenditures. Beginning April 5, 2020, we implemented temporary furloughs for a large portion of our hourly store and distribution center and other associates in our buying and corporate offices who could not work productively while our stores and distribution centers were closed. Employee health benefits for eligible associates continued during the temporary furlough at no cost to the impacted associates. We also reduced payroll expenses through temporary salary reductions for senior executives and other personnel, which remained in effect until May 24, 2020, when more than half of our stores reopened. In conjunction with these payroll expense reduction measures, effective April 1, 2020, the non-employee members of our Board of Directors suspended the cash elements of their director compensation, which remained in effect until August 2020.

In May 2020, in connection with the phased reopening of our store and distribution center locations, we began recalling many of these furloughed associates as they were able to resume productive work. As of August 1, 2020, with almost all of our stores and all distribution centers reopened, the majority of these associates have returned to work.

Beginning in May 2020, we suspended rent payments associated with the leases for our temporarily closed stores. During the second quarter of fiscal 2020, we negotiated rent deferrals and/or rent abatements (primarily for second quarter lease payments) for a significant number of our stores. The repayment of the deferrals will be at later dates, primarily in fiscal 2021. We have recorded accruals for rent payment deferrals and have recorded rent abatements associated with the second quarter as a reduction of variable lease costs.

Given the unprecedented impact the COVID-19 pandemic has had on our business, and the continued uncertainty surrounding the pandemic, including its unknown duration and severity, and the unknown overall impact on consumer demand and store productivity, we are unable to forecast the full impact on our business. We expect that impacts from the COVID-19 pandemic and the related economic disruption will have a material adverse impact on our consolidated results of operations, financial position, and cash flows throughout the remainder of fiscal 2020, in each interim period, and potentially beyond.

Results of Operations

The following table summarizes the financial results for the three and ~~nine~~six month periods ended ~~November 2, 2019~~August 1, 2020 and ~~November~~August 3, ~~2018:~~2019:


		Three Months Ended									Nine Months Ended												Three Months Ended								Six Months Ended
		November 2, 2019			November 3, 2018			November 2, 2019			November 3, 2018				August 1, 2020				August 3, 2019				August 1, 2020				August 3, 2019
Sales	Sales													Sales
Sales (millions)	Sales (millions)	$	3,849		$	3,550		$	11,626		$	10,876		Sales (millions)	$	2,685			$	3,980			$	4,527			$	7,777
Sales growth		8.4		%	6.6		%	6.9		%	8.0		%
Comparable store sales growth		5		%	3		%	3		%	3		%
Sales (decline) growth														Sales (decline) growth	(32.5		%)		6.5		%		(41.8		%)		6.1		%
Comparable store sales (decline) growth														Comparable store sales (decline) growth	(12		%)	¹	3		%	³	n/a			²	2		%	³

Costs and expenses (as a percent of sales)	Costs and expenses (as a percent of sales)													Costs and expenses (as a percent of sales)
Cost of goods sold	Cost of goods sold	71.9		%	71.8		%	71.5		%	71.1		%	Cost of goods sold	77.4		%		71.4		%		87.7		%		71.3		%
Selling, general and administrative	Selling, general and administrative	15.7		%	15.8		%	15.1		%	15.1		%	Selling, general and administrative	19.4		%		14.9		%		20.6		%		14.8		%
Interest income, net		(0.1		%)	(0.1		%)	(0.1		%)	(0.0		%)
Interest expense (income), net														Interest expense (income), net	1.1		%		(0.1		%)		0.8		%		(0.1		%)

Earnings before taxes (as a percent of sales)		12.5		%	12.5		%	13.5		%	13.8		%
Earnings (loss) before taxes (as a percent of sales)														Earnings (loss) before taxes (as a percent of sales)	2.1		%		13.8		%		(9.1		%)		14.0		%

Net earnings (as a percent of sales)		9.6		%	9.5		%	10.4		%	10.5		%
Net earnings (loss) (as a percent of sales)														Net earnings (loss) (as a percent of sales)	0.8		%		10.4		%		(6.3		%)		10.7		%
¹For three months ended August 1, 2020, comparable store sales represents sales from reopened stores from the date of the store reopening through the end of the quarter.														¹For three months ended August 1, 2020, comparable store sales represents sales from reopened stores from the date of the store reopening through the end of the quarter.
²Given that stores were open for less than seven weeks of the 13-week period ended May 2, 2020, the comparable store sales metric for the six months ended August 1, 2020, is not meaningful.														²Given that stores were open for less than seven weeks of the 13-week period ended May 2, 2020, the comparable store sales metric for the six months ended August 1, 2020, is not meaningful.
³For the three and six month periods ended August 3, 2019, comparable store sales represents sales from stores that have been open for more than 14 complete months.														³For the three and six month periods ended August 3, 2019, comparable store sales represents sales from stores that have been open for more than 14 complete months.

Stores. In response to the impacts from the COVID-19 pandemic, we have reduced our planned new store openings for fiscal 2020. We did not open any new stores in the second quarter of fiscal 2020, and plan to open about 39 stores in the fiscal third quarter. Our longer term expansion strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. We continually evaluate opportunistic real estate acquisitions and opportunities for potential new store locations. We also evaluate our current store locations and determine store closures based on similar criteria.

Three Months Ended Nine Months Ended
Store Count November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018
Beginning of the period 1,772 1,680 1,717 1,622
Opened in the period 42 40 98 99
Closed in the period (4)
¹
— (5)
¹
(1)
End of the period 1,810 1,720 1,810 1,720

¹ ~~Includes a temporary closure of a store impacted by a weather event.~~


	Three Months Ended			Six Months Ended
Store Count	August 1, 2020	August 3, 2019	August 1, 2020	August 3, 2019
Beginning of the period	1,832	1,745	1,805	1,717
Opened in the period	—	28	27	56
Closed in the period	—	(1)	—	(1)
End of the period	1,832	1,772	1,832	1,772

Sales. Sales for the three month period ended ~~November 2, 2019, increased $299 million,~~August 1, 2020, decreased $1.3 billion, or ~~8.4%~~32.5%, compared to the three month period ended ~~November~~August 3, ~~2018,~~2019. This was primarily due to the ~~opening of 90~~negative impact from store closures during the period and COVID-19's negative impact on customer demand. We opened 60 net new stores between ~~November~~August 3, ~~2018 and November 2,~~ 2019 and ~~a 5% increase~~August 1, 2020. The sales from these stores partially offset the sales decline while the stores were open in ~~“comparable” store sales (defined as stores that have been open for more than 14 complete months).~~the period.

Sales for the ~~nine~~six month period ended ~~November 2, 2019, increased $750 million,~~August 1, 2020, decreased $3.2 billion, or ~~6.9%~~41.8%, compared to the ~~nine~~six month period ended ~~November~~August 3, ~~2018,~~2019. This was primarily due to the ~~opening of 90~~negative impact from store closures during the period and COVID-19's negative impact on customer demand. We opened 60 net new stores between ~~November~~August 3, ~~2018 and November 2,~~ 2019 and ~~a 3% increase~~August 1, 2020. The sales from these stores partially offset the sales decline while the stores were open in ~~“comparable”~~the period.

Comparable store sales.Due to the temporary closing of all our stores as a result of the COVID-19 global pandemic, our historical definition of comparable store sales is not applicable. For the three month period ended August 1, 2020, in order to provide a performance indicator for our stores as they reopen, we are temporarily reporting comparable store sales to include stores initially classified as comparable stores at the beginning of fiscal 2020, and the sales increase or decrease of these stores for the days the stores were open in the current period against sales for the same days in the prior year. Given that stores were open for less than seven weeks of the 13-week period ended May 2, 2020, the comparable store sales metric for the six month period ended August 1, 2020, is not meaningful, and is therefore not provided.

For the three month period ended August 1, 2020, comparable store sales were down 12% for reopened stores from the date of their reopening to the end of the fiscal second quarter. Comparable stores sales were impacted by COVID-19's negative impact on customer demand and by other factors. During the initial reopenings, sales were ahead of our conservative plans as we benefitted from pent-up demand and aggressive markdowns to clear aged inventory. In the weeks thereafter, trends were negatively impacted from depleted store inventory levels while we were ramping up our buying and distribution capabilities.

Our sales mix for the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019 ~~and November 3, 2018~~ is shown below:


		Three Months Ended						Nine Months Ended								Three Months Ended					Six Months Ended
		November 2, 2019		November 3, 2018		November 2, 2019		November 3, 2018			August 1, 2020		¹	August 3, 2019		August 1, 2020		¹	August 3, 2019
Home Accents and Bed and Bath										Home Accents and Bed and Bath	25	%		23	%	26	%		24	%
Ladies	Ladies	26	%	27	%	27	%	28	%	Ladies	25	%		27	%	25	%		27	%
Home Accents and Bed and Bath		24	%	25	%	24	%	24	%
Shoes	Shoes	14	%	13	%	14	%	14	%	Shoes	14	%		14	%	14	%		14	%
Men's	Men's	14	%	14	%	14	%	13	%	Men's	14	%		15	%	13	%		14	%
Accessories, Lingerie, Fine Jewelry, and Fragrances	Accessories, Lingerie, Fine Jewelry, and Fragrances	13	%	13	%	13	%	13	%	Accessories, Lingerie, Fine Jewelry, and Fragrances	13	%		13	%	13	%		13	%
Children's	Children's	9	%	8	%	8	%	8	%	Children's	9	%		8	%	9	%		8	%
Total	Total	100	%	100	%	100	%	100	%	Total	100	%		100	%	100	%		100	%
¹ Sales mix for the three and six month periods ended August 1, 2020 represents sales for the period the stores were open.										¹ Sales mix for the three and six month periods ended August 1, 2020 represents sales for the period the stores were open.

We intend to address the competitive climate for off-price apparel and home goods by pursuing and refining our existing strategies and by continuing to strengthen our organization, diversify our merchandise mix, and more fully develop our systems to improve our merchandise offerings. Although ourOur historic strategies and store expansion program have contributed to our sales gains in the past. However, given the impacts from the COVID-19 pandemic on our results for the ~~three~~first half of fiscal 2020, and ~~nine month periods ended November 2, 2019,~~the significant ongoing impacts and uncertainties, including the unknown overall impact on consumer demand and shopping behavior, and the unknown duration of the pandemic and responses to it (which may require stores and distribution centers to close again nationally, regionally, or in specific locations), we cannot be sure that ~~they~~our strategies and eventual resumption of our store expansion program will result in a continuation of our historical sales growth or in a recovery of, or an increase in net earnings.

Cost of goods sold. Cost of goods sold for the three ~~and nine~~ month ~~periods~~period ended ~~November 2, 2019, increased $219 million and $575~~August 1, 2020, decreased $763.7 million compared to ~~the same periods in the prior year, mainly due to increased sales from the opening of 90 net new stores and a 5% and 3% increase in comparable store sales, respectively.~~

~~Cost of goods sold as a percentage of sales for the three month period ended November 2, 2019, increased approximately 10 basis points from~~ the same period in the prior year, primarily due to ~~a 45 basis point increase~~lower sales resulting from the negative impact from the temporary store closures in ~~distribution expenses,~~the period, COVID-19's negative impact on customer demand, and the $174 million partial reversal of the first quarter below cost inventory valuation charge due to the faster than expected sell through of aged inventory. These decreases were partially offset by ~~a 20 basis point improvement in merchandise margin, a 10 basis point decrease in occupancy costs,~~higher markdowns to clear aged and ~~a five basis point decrease in buying costs.~~seasonal inventory, expenditures for COVID-19 related measures, and higher packaway-related expenses.

Cost of goods sold ~~as a percentage of sales~~ for the ~~nine~~six month period ended ~~November 2, 2019, increased approximately 35 basis points from~~August 1, 2020, decreased $1.6 billion compared to the same period in the prior year, ~~primarily~~mainly due to the lower sales from the closing of all store locations starting on March 20, 2020 through a ~~30 basis point increase~~portion of the second quarter of fiscal 2020, COVID-19's negative impact on customer demand post store reopening, and the temporary furlough of most hourly associates in our distribution ~~expenses, a~~

~~20 basis point increase~~centers and some associates in ~~freight costs, and a five basis point increase in occupancy costs.~~our buying offices. These ~~increases~~decreases were partially offset by ~~a 20 basis point improvement in merchandise margin.~~

~~We cannot be sure that the gross profit margins realized~~higher markdowns used to clear aged and seasonal inventory, expenditures for ~~the three~~COVID-19 related measures, and ~~nine month periods ended November 2, 2019, will continue in the future.~~higher packaway-related expenses.

Selling, general and administrative expenses. For the three ~~and nine~~ month ~~periods~~period ended ~~November 2, 2019,~~August 1, 2020, selling, general and administrative expenses ("SG&A") ~~increased $43 million and $114~~decreased $72.5 million compared to the same ~~periods~~period in the prior year, mainly due to ~~increased~~ store closures and payroll-related cost reduction measures in response to the COVID-19 pandemic (including the temporary furlough of most hourly associates in our stores prior to reopening and some associates in our corporate offices) and reduction in non-business critical operating ~~costs reflecting the opening of 90 net new stores between November 3, 2018~~expenses, partially offset by COVID-related expenses for supplies, cleaning, and ~~November 2, 2019.~~payroll related to additional safety protocols.

~~Selling, general and administrative expenses as a percentage of sales for~~

For the ~~three~~six month period ended ~~November 2, 2019,~~August 1, 2020, SG&A decreased ~~approximately 10 basis points from~~$215.4 million compared to the same period in the prior year, ~~primarily~~mainly due to ~~leverage on higher sales. Selling, general~~store closures and ~~administrative~~payroll-related cost reduction measures in response to the COVID-19 pandemic (including the temporary furlough of most hourly associates in our stores prior to reopening, and some associates in our corporate offices) and reduction in non-business critical operating expenses, ~~as a percentage~~partially offset by payments to associates while our stores were closed net of ~~sales~~the expected employee retention credits under the CARES Act, and COVID-related expenses for ~~the nine month period ended November 2, 2019, was unchanged from the same period in the prior year.~~supplies, cleaning, and payroll related to additional safety protocols.

Interest ~~income,~~expense (income), net. Interest ~~income,~~expense (income), net for the three and ~~nine~~six month periods ended ~~November 2, 2019,~~August 1, 2020, increased $33.6 million and $45.9 million, respectively, compared to the same periods in the prior year. ~~The increase for the three month period ended November 2, 2019 was~~These increases were primarily due to ~~lower~~higher interest expense on long-term debt due to the ~~repayment~~issuance of ~~Series A 6.38% unsecured~~$2.0 billion of Senior Notes in ~~December 2018. The increase for the nine month period ended November 2, 2019 was primarily due to an increase in~~April 2020, lower interest income due to ~~higher~~lower interest rates, and ~~lower~~higher interest expense on ~~long-term~~short-term debt due to the ~~repayment~~draw down on our $800 million revolving credit facility in March 2020, partially offset by higher capitalized interest primarily related to the construction of ~~Series A 6.38% unsecured Senior Notes in December 2018.~~our Brookshire, Texas distribution center. Interest ~~income,~~expense (income), net for the three and ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ consists of the following:


		Three Months Ended						Nine Months Ended							Three Months Ended					Six Months Ended
($000)	($000)	November 2, 2019		November 3, 2018		November 2, 2019		November 3, 2018		($000)	August 1, 2020		August 3, 2019			August 1, 2020		August 3, 2019
Interest expense on long-term debt	Interest expense on long-term debt	$	3,284	$	4,646	$	9,850	$	13,937	Interest expense on long-term debt	$	28,331	$	3,283		$	38,512	$	6,566
Interest expense on short-term debt										Interest expense on short-term debt	3,599		—			5,296		—
Other interest expense	Other interest expense	216		233		756		768		Other interest expense	1,031		227			1,309		540
Capitalized interest	Capitalized interest	(1,186)		(700)		(3,069)		(1,832)		Capitalized interest	(3,349)		(1,118)			(5,503)		(1,883)
Interest income	Interest income	(6,716)		(7,132)		(22,356)		(17,722)		Interest income	(757)		(7,174)			(4,093)		(15,640)
Interest income, net		$	(4,402)	$	(2,953)	$	(14,819)	$	(4,849)
Interest expense (income), net										Interest expense (income), net	$	28,855	$	(4,782)		$	35,521	$	(10,417)

Taxes on ~~earnings.~~earnings (loss). On March 27, 2020, the CARES Act was signed into law. The CARES Act made several significant changes to business tax provisions including modifications for net operating losses, employee retention credits, and deferral of employer payroll tax payments. The modifications for net operating losses eliminate the taxable income limitation for certain net operating losses and allow the carry back of net operating losses arising in 2018, 2019, and 2020 to the five prior tax years.

Our effective tax ~~rate~~rates for the three ~~and nine~~ month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~was~~were approximately ~~23%. Our effective tax rate for the three~~61% and ~~nine month periods ended November 3, 2018, was approximately 24%.~~25%, respectively. The ~~decreases~~increase in the effective tax rate of 36% for the three ~~and nine~~month period ended August 1, 2020 compared to the three month period ended August 3, 2019 was primarily due to fluctuations in pre-tax earnings, partially offset by a revaluation of deferred taxes related to the CARES Act. Our effective tax rates for the six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, were approximately 31% and 24%, respectively. The increase in the effective tax rate of 7% for the six month period ended August 1, 2020 compared to the ~~same periods in the prior year were~~six month period ended August 3, 2019 was primarily due to a pre-tax loss in the resolution of tax positions with various tax authorities. The effective tax rate represents the applicable combined federal and state statutory rates reduced by the federal benefit of state taxes deductible on federal returns.current period. The effective tax rate is impacted by changes in tax law and accounting guidance, location of new stores, level of earnings, tax effects associated with share-based compensation, and the resolution of tax ~~positions with various tax authorities. Subsequent to~~positions.

Net income (loss). Net income for the three month period ended ~~November 2, 2019, we resolved uncertain tax positions with a state tax authority. As a result, we expect~~August 1, 2020 was $22.0 million compared to ~~recognize a tax benefit of approximately $10.0~~$412.7 million ~~in the Consolidated Statement of Earnings, and a decrease in unrecognized tax benefits of approximately $16.2 million, inclusive of $6.6 million of interest and penalties, in~~for the three month period ~~ending February 1, 2020. We anticipate that our effective tax rate~~ended August 3, 2019. The decrease of $390.7 million was primarily due to the lower sales resulting from the negative impact from the temporary store closures in the period and COVID-19's negative impact on customer demand, higher markdowns to clear aged and seasonal inventory (partially offset by the $174 million partial reversal of the first quarter below cost inventory valuation charge), and higher expenditures for ~~fiscal 2019 will be approximately 23%~~COVID-19 related measures.

Net ~~earnings.~~ ~~Net earnings as a percentage of sales~~loss for the ~~three~~six month period ended ~~November 2, 2019,~~August 1, 2020 was ~~higher~~$(283.8) million compared to net income of $833.9 million for the ~~same~~six month period ~~in the prior year~~ended August 3, 2019 primarily due to the lower ~~taxes~~sales from the closing of all store locations starting on ~~earnings. Net earnings as~~March 20, 2020 through a ~~percentage~~portion of ~~sales~~the second quarter of fiscal 2020, and COVID-19's negative impact on customer demand, higher markdowns to clear aged and seasonal inventory, payments to associates while our stores were closed, net of the expected employee retention credits under the CARES Act, and higher expenditures for ~~the nine month period ended November 2, 2019, was lower compared to the same period in the prior year primarily due to higher cost of goods sold,~~COVID-19 related measures, partially offset by ~~lower taxes on earnings and higher net interest~~ income ~~as a percentage of sales.~~tax benefits.

Earnings (loss) per share. Diluted earnings per share for the three ~~and nine~~ month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019 were ~~$1.03~~$0.06 and ~~$3.32, respectively, compared to $0.91 and $3.06, respectively, for the three and nine month periods ended November 3, 2018.~~ $1.14, respectively. The ~~13% and 8% increases~~(95)% decrease in diluted earnings per share for the three ~~and nine~~ month ~~periods ended November 2, 2019, were attributable to 10% and 5% increases in net earnings, and 3% increases from the reduction in~~period

2221

~~weighted average~~ended August 1, 2020, was attributable to the lower sales resulting from the negative impact from the temporary store closures in the period and COVID-19's negative impact on customer demand, higher markdowns to clear aged and seasonal inventory (partially offset by the $174 million partial reversal of the first quarter below cost inventory valuation charge), and higher expenditures for COVID-19 related measures.

Diluted loss per share was $(0.81) for the six month period ended August 1, 2020, compared to diluted ~~shares outstanding, largely due~~earnings per share of $2.29 for the six month period ended August 3, 2019. The diluted loss per share for the six months ended August 1, 2020 was primarily attributable to ~~stock repurchases~~the lower sales from the closing of all store locations starting on March 20, 2020 through a portion the second quarter of fiscal 2020, and COVID-19's negative impact on customer demand, higher markdowns to clear aged and seasonal inventory, payments to associates while our stores were closed net of the expected employee retention credits under ~~our stock repurchase program~~the CARES Act, and higher expenditures for ~~both the three and nine month periods.~~COVID-19 related measures, partially offset byincome tax benefits.

Financial Condition

Liquidity and Capital Resources

As previously noted, the United States and other countries are experiencing a major global health pandemic related to the outbreak of a novel strain of coronavirus, COVID-19. Governmental authorities in affected regions have taken, and continue to take, dramatic actions in an effort to slow down the spread of the disease. Similar to other retailers across the country, we temporarily closed all store locations, our distribution centers, and buying and corporate offices, effective March 20, 2020 through May 14, 2020, when we began a phased process of resuming operations. On average, our stores were open for about 75 percent of the second quarter, with the vast majority of our store locations open and operating by the end of June 2020, though operating on shorter hours compared to the prior year. All our distribution centers were reopened by the end of May 2020.

The impacts from the COVID-19 pandemic and the related economic disruption have had a material adverse impact on our results of operations, financial position, and cash flows in the first half of fiscal 2020. Our results reflect the impact of the significant revenue decline from our temporary store closures, higher markdowns to clear aged and seasonal inventory, and increased expenditures for COVID-19 related measures.

To preserve our financial liquidity and enhance our financial flexibility, we borrowed $800 million from our revolving credit facility in March 2020, completed a $2.0 billion public bond offering in April 2020, and entered into a $500 million 364-day senior revolving credit facility in May 2020.

Beginning in May 2020, we suspended rent payments associated with the leases for our temporarily closed stores. During the second quarter of fiscal 2020, we negotiated rent deferrals and/or rent abatements (primarily for second quarter lease payments) for a significant number of our stores. The repayment of the deferrals will be at later dates, primarily in fiscal 2021. We recorded accruals for rent payment deferrals and recorded rent abatements associated with the second quarter as a reduction of variable lease costs.

We ended the second quarter of fiscal 2020 with over $4.3 billion in liquidity, which in addition to our unrestricted cash balances, includes the new $500 million 364-day senior revolving credit facility.

Historically, our primary sources of funds for our business activities ~~are~~have been cash flows from operations and short-term trade credit. Our primary ongoing cash requirements are for merchandise inventory purchases, payroll, operating and variable lease costs, taxes, and for capital expenditures in connection with new and existing stores, and investments in distribution centers, information systems, and buying and corporate offices. We also ~~use~~used cash to repurchase stock under our stock repurchase program and to pay dividends, and we may use cash for the repayment of debt as it becomes due.

Nine Months Ended
($000) November 2, 2019 November 3, 2018
Cash provided by operating activities $ 1,410,930 $ 1,450,072
Cash used in investing activities (400,734) (292,627)
Cash used in financing activities (1,284,748) (1,099,128)
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents $ (274,552) $ 58,317
Due to the COVID-19 pandemic and related economic disruptions, and with the temporary closure of all store locations effective March 20, 2020 which continued through a portion of the second quarter (and with the possibility that stores, distribution centers, and other facilities may need to close again), we anticipate interruptions to our cash flows from operations. We anticipate that we will be required to rely more on our cash reserves and we expect to carefully monitor and manage our cash position in light of ongoing conditions and levels of operations.


	Six Months Ended
($000)	August 1, 2020		August 3, 2019
Cash provided by operating activities	$	172,421	$	1,083,463
Cash used in investing activities	(250,047)		(249,797)
Cash provided by (used in) financing activities	2,520,131		(868,344)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	$	2,442,505	$	(34,678)

Operating Activities

Net cash provided by operating activities was ~~$1,410.9 million and $1,450.1~~$172.4 million for the ~~nine~~six month ~~periods~~period ended ~~November 2,~~August 1, 2020. This was primarily driven by lower merchandise receipts as we closely managed inventory levels and used packaway inventory to replenish our stores. This was partially offset by merchandise payments for receipts prior to the shutdown of our operations and the net loss due to the lower sales from the closing of all store locations starting on March 20, 2020 through a portion of the second quarter. Net cash provided by operating activities was $1.1 billion for the six month period ended August 3, 2019 ~~and November 3, 2018, respectively,~~ and was primarily driven by net earnings excluding non-cash expenses for depreciation and amortization. Our primary source of operating cash flow is the sale of our merchandise inventory. We regularly review the age and condition of our merchandise and are able to maintain current merchandise inventory in our stores through replenishment processes and liquidation of slower-moving merchandise through clearance markdowns.

The decrease in cash flow from operating activities for the ~~nine~~six month period ended ~~November 2, 2019,~~August 1, 2020, compared to the same period in the prior year was primarily driven by the ~~timing~~net loss due to lower sales from the closing of ~~merchandise receipts and related payments associated with higher inventory versus~~all store locations starting on March 20, 2020 through a portion of the second quarter (compared to net earnings last ~~year,~~year), partially offset by higher ~~net earnings. The timing of merchandise receipts and related payments versus last year resulted in~~ accounts payable leverage. Accounts payable leverage (defined as accounts payable divided by merchandise inventory) ~~of 68%~~was 90%, ~~67%~~71%, and ~~70%~~74% as of ~~November 2,~~August 1, 2020, February 1, 2020, and August 3, 2019, ~~February 2, 2019,~~respectively. The increase in accounts payable leverage from the prior year was primarily driven by lower packaway inventory, lower merchandise receipts, and ~~November 3, 2018, respectively.~~extended payment terms.

As a regular part of our business, packaway inventory levels will vary over time based on availability of compelling opportunities in the marketplace. Packaway merchandise is purchased with the intent that it will be stored in our warehouses until a later date. The timing of the release of packaway inventory to our stores is principally driven by the product mix and seasonality of the merchandise, and its relation to our store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of ~~purchase,~~purchases, but typically packaway remains in storage less than six ~~months.~~months. However, given the uncertainty around customer demand due to the COVID-19 pandemic, a portion of our current packaway inventory may remain in storage longer than our historical cycles. We expect to continue to take advantage of packaway inventory opportunities to maximize our ability to deliver bargains to our customers.

Changes in packaway inventory levels impact our operating cash flow. As of ~~November 2, 2019,~~August 1, 2020, packaway inventory was ~~39%~~25% of total inventory compared to 46% at the end of fiscal ~~2018.~~2019. As of ~~November~~August 3, ~~2018,~~2019, packaway inventory was ~~41%~~43% of total inventory compared to ~~49%~~46% at the end of fiscal ~~2017.~~2018.

Investing Activities

Net cash used in investing activities was ~~$400.7~~$250.0 million and ~~$292.6~~$249.8 million for the ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018, respectively. The increase in cash used for investing activities for the nine month period ended November 2, 2019 compared~~respectively, primarily related to ~~the nine month period ended November 3, 2018 was due to an increase in our~~ capital expenditures.

Our capital expenditures were ~~$401.3~~$250.0 million and ~~$293.4~~$250.3 million for the ~~nine~~six month periods ended ~~November 2,~~August 1, 2020 and August 3, 2019, ~~and November 3, 2018,~~ respectively. Our capital expenditures include costs to build, expand, and improve distribution ~~centers;~~centers (primarily related to the ongoing construction of our Brookshire, Texas distribution center); open new stores and improve existing stores; and for various other expenditures related to our information technology systems, buying and corporate offices.

~~We are forecasting approximately $580 million in~~As previously noted, due to the COVID-19 pandemic and related economic disruptions, and to preserve our financial liquidity, we reduced our capital expenditure plans for fiscal 2020. Capital expenditures for fiscal ~~year 2019~~2020 are projected to be approximately $420 million, compared to our original plan of approximately $730 million. Our remaining, planned capital expenditures are expected to be used to fund ~~initial investments in~~commitments related to the construction of our ~~next~~Brookshire, Texas distribution center, costs for fixtures and leasehold improvements to open planned new Ross and dd’s DISCOUNTS stores, ~~the upgrade or relocation of existing stores,~~ investments in certain information technology systems, and for various other needed expenditures related to our stores, distribution centers, buying, and corporate offices. We expect to fund capital expenditures with available cash, including cash we obtained from our public debt offering and ~~cash equivalents, and cash flow from operations.~~the draw down on our $800 million credit facility.

Financing Activities

Net cash provided by financing activities was $2.5 billion for the six month period ended August 1, 2020. Net cash used in financing activities was ~~$1,284.7 million and $1,099.1~~$868.3 million for the ~~nine~~six month ~~periods~~period ended ~~November 2, 2019 and November~~August 3, 2018, respectively. For the nine month periods ended November 2, 2019 and November 3, 2018, our liquidity and capital requirements were provided by available cash and cash equivalents, and cash flows from operations.2019. The increase in cash ~~used for~~provided by financing activities for the ~~nine~~six month period ended ~~November 2, 2019,~~August 1, 2020, compared to the ~~nine~~six month period ended ~~November~~August 3, ~~2018,~~2019, was primarily due to ~~an increase~~the completion of our $2.0 billion public debt offering, draw down on our $800 million revolving credit facility, and the suspension of our share repurchases and dividends in the ~~repurchase~~second quarter of ~~our common stock under our stock repurchase program and higher cash dividends.~~

We repurchased 9.6 million and 9.4 million shares of common stock for aggregate purchase prices of approximately $965.9 millions and $806.5 million during the nine month periods ended November 2, 2019 and November 3, 2018, respectively. We also acquired 0.6 million and 0.7 million shares of treasury stock under our employee stock equity compensation programs, for aggregate purchase prices of approximately $56.9 million and $53.7 million during the nine month periods ended November 2, 2019 and November 3, 2018, respectively. In March 2019, our Board of Directors approved a new, two-year $2.55 billion stock repurchase program through fiscal 2020.

~~For the nine month periods ended November 2, 2019 and November 3, 2018, we paid cash dividends of $278.4 million and $253.9 million, respectively.~~

Short-term trade credit represents a significant source of financing for merchandise inventory. Trade credit arises from customary payment terms and trade practices with our vendors. We regularly review the adequacy of credit available to us from all sources and expect to be able to maintain adequate trade credit, bank lines, and other credit sources to meet our capital and liquidity requirements, including lease payment obligations, in 2019.

In July 2019, we entered into ~~a new~~an $800 million unsecured revolving credit facility, which replaced our previous $600 million unsecured revolving credit facility. ~~This new~~The current credit facility expires in July 2024, and contains a $300 million sublimit for issuance of standby letters of credit. The facility also contains an option allowing us to increase the size of our credit facility by up to an additional $300 million, with the agreement of the lenders. Interest on borrowings under this facility is based on LIBOR (or an alternate benchmark rate, if LIBOR is no longer available) plus an applicable margin ~~(currently~~(currently 75 basis points) and is payable quarterly and upon maturity. The revolving credit facility may be extended, at our option, for up to two additional one-year periods, subject to customary conditions.

In March 2020, we borrowed $800 million under our revolving credit facility. This loan bears interest at LIBOR plus 0.875% (currently 1.76%). As of ~~November 2, 2019,~~August 1, 2020, we had $800 million outstanding, and no standby letters of credit were outstanding, under the revolving credit facility.

In April 2020, we issued an aggregate of $2.0 billion in unsecured senior notes in four tenors as follows: $700 million of 4.600% Senior Notes due April 2025, $400 million of 4.700% Senior Notes due April 2027, $400 million of 4.800% Senior Notes due April 2030, and $500 million of 5.450% Senior Notes due April 2050.

In May 2020, we amended the $800 million revolving credit facility (the “Amended Credit Facility”) to temporarily suspend for the second and third quarters of fiscal 2020 the Consolidated Adjusted Debt to EBITDAR ratio financial covenant, and to apply a transitional modification to that ratio effective in the fourth quarter of fiscal 2020. The Amended Credit Facility also established a new temporary minimum liquidity requirement effective for the first quarter of fiscal 2020 and through the end of April 2021. As of August 1, 2020, we were in compliance with these amended covenants.

In May 2020, we entered into an additional $500 million 364-day senior revolving credit facility which expires in April 2021. Interest on borrowings under this facility will be based on LIBOR (or an alternate benchmark rate, if LIBOR is no longer available) plus an applicable margin (currently 175 basis points) and is payable quarterly and upon maturity. As of August 1, 2020, we had no borrowings ~~or standby letters of credit outstanding~~ under this facility, and the ~~$800~~$500 million credit facility remains in place and available.

The new revolving credit facility is subject to athe same minimum liquidity and Consolidated Adjusted Debt to EBITDAR ratio financial ~~leverage ratio covenant.~~covenants as are in the Amended Credit Facility. In addition, the new revolving credit facility contains restrictions on stock repurchases and restrictions on post draw down cash balances on the new revolving credit facility. As of ~~November 2, 2019,~~August 1, 2020, we were in compliance with ~~this covenant.~~these covenants.

In June 2020, we amended the covenants associated with the $65 million outstanding Series B unsecured senior notes. The amended covenants are consistent with the corresponding covenants in our existing revolving credit facilities. As of August 1, 2020, we were in compliance with these covenants.

We ~~estimate~~repurchased 1.2 million and 6.6 million shares of common stock for aggregate purchase prices of approximately $132.5 million and $640.3 million during the six month periods ended August 1, 2020 and August 3, 2019, respectively. We also acquired 0.3 million and 0.6 million shares of treasury stock under our employee stock equity compensation programs, for aggregate purchase prices of approximately $32.3 million and $52.3 million during the six month periods ended August 1, 2020 and August 3, 2019, respectively. In March 2019, our Board of Directors approved a two-year $2.55 billion stock repurchase program through fiscal 2020. As of the end of the second quarter of fiscal 2020, we had $1.143 billion remaining under the stock repurchase program. Due to the current economic uncertainty stemming from the severe impact of the COVID-19 pandemic, we suspended our stock repurchase program in March 2020. We have no plans to repurchase any additional shares for the remainder of the fiscal year.

For the six month periods ended August 1, 2020 and August 3, 2019, we paid cash dividends of $101.4 million and $186.6 million, respectively. Due to the current economic uncertainty stemming from the severe impact of the COVID-19 pandemic, we suspended our quarterly dividends in May 2020.

The COVID-19 pandemic and related economic disruptions, including the temporary closure of all of our store locations effective March 20, 2020 through a portion of the second quarter, have and continue to create significant uncertainty and challenges. We believe that existing cash ~~and cash equivalent~~ balances, ~~cash flows from operations,~~ bank credit lines, and trade credit are adequate to meet our near-term operating cash needs and to fund our planned capital ~~investments, repayment of debt, common stock repurchases, and quarterly dividend payments for at least the next 12 months.~~investments.

Contractual Obligations and Off-Balance Sheet Arrangements

The table below presents our significant contractual obligations as of ~~November 2, 2019:~~August 1, 2020:

($000) Less than
one year 1 - 3
years 3 - 5
years After 5
years Total¹
Recorded contractual obligations:
   Senior notes $ — $ 65,000 $ 250,000 $ — $ 315,000
   Operating leases 598,139 1,150,682 803,555 704,245 3,256,621
   New York buying office ground lease²
5,883 13,059 14,178 949,299 982,419
Unrecorded contractual obligations:
   Real estate obligations³
10,185 36,880 36,969 113,291 197,325
   Interest payment obligations 12,682 23,242 16,875 — 52,799
   Purchase obligations⁴
2,974,646 59,115 4,503 — 3,038,264
Total contractual obligations $ 3,601,535 $ 1,347,978 $ 1,126,080 $ 1,766,835 $ 7,842,428

¹~~We have a $82.3 million~~liability for unrecognized tax benefits that is included in Other long-term liabilities on our interim Condensed Consolidated Balance Sheet. This liability is excluded from the schedule above as the timing of payments cannot be reasonably estimated, except for the subsequent event item discussed in Note G.

~~² Our New York buying office building is subject to a 99-year ground lease.~~

³~~Minimum lease payments for leases signed that have not yet commenced.~~

⁴Purchase obligations primarily consist of merchandise inventory purchase orders, commitments related to construction projects, store fixtures and supplies, and information technology services, transportation, and maintenance contracts.


($000)	Less than one year		1 - 3 years		3 - 5 years		After 5 years		Total¹

Recorded contractual obligations:
Senior notes	$	—	$	65,000	$	950,000	$	1,300,000	$	2,315,000
Short-term debt²	802,507		—		—		—		802,507
Operating leases	641,743		1,182,929		800,150		660,407		3,285,229
New York buying office ground lease³	5,883		13,562		14,178		943,983		977,606
Unrecorded contractual obligations:
Real estate obligations⁴	8,930		33,671		35,620		109,672		187,893
Interest payment obligations	123,290		213,897		207,556		814,850		1,359,593
Purchase obligations⁵	2,272,543		15,199		3,731		—		2,291,473
Total contractual obligations	$	3,854,896	$	1,524,258	$	2,011,235	$	3,828,912	$	11,219,301

¹We have a $70.4 million liability for unrecognized tax benefits that is included in Other long-term liabilities on our interim Condensed Consolidated Balance Sheet. This liability is excluded from the schedule above as the timing of payments cannot be reasonably estimated.
² Includes $800 million draw down on our revolving credit facility and other short-term debt financing.
³ Our New York buying office building is subject to a 99-year ground lease.
⁴Minimum lease payments for leases signed that have not yet commenced.
⁵Purchase obligations primarily consist of merchandise inventory purchase orders, commitments related to construction projects, store fixtures and supplies, and information technology services, transportation, and maintenance contracts.

Other than the unrecorded contractual obligations noted above, we do not have any material off-balance sheet arrangements as of ~~November 2, 2019.~~August 1, 2020.

Senior notes. As of ~~November 2, 2019, we had outstanding unsecured 3.375% Senior Notes due September 2024 with an aggregate principal amount of $250 million. Interest on the 2024 Notes is payable semi-annually.~~

~~As of November 2, 2019,~~August 1, 2020, we also had outstanding Series B unsecured senior notes in the aggregate principal amount of $65 million, held by various institutional investors. The Series B notes are due in December 2021 and bear interest at ~~6.53%~~6.530%. Borrowings under these Senior Notes are subject to certain financial covenants ~~including interest coverage~~that were amended in June 2020, and ~~other financial ratios.~~are consistent with the corresponding covenants in the our existing revolving credit facilities. As of ~~November 2, 2019,~~August 1, 2020, we were in compliance with these covenants.

~~The~~We also had outstanding unsecured 3.375% Senior Notes due September 2024 with an aggregate principal amount of $250 million. Interest on the 2024 Notes is payable semi-annually.

In April 2020, we issued an aggregate of $2.0 billion in unsecured senior notes in four tenors as follows: $700 million of 4.600% Senior Notes due April 2025, $400 million of 4.700% Senior Notes due April 2027, $400 million of 4.800% Senior Notes due April 2030, and ~~Series B~~$500 million of 5.450% Senior Notes due April 2050.

All our senior notes are subject to prepayment penalties for early payment of principal.

Interest on these notes is included in interest payment obligations in the table above.

Standby letters of credit and collateral trust. We use standby letters of credit outside of our $800 million revolving credit facility in addition to a funded trust to collateralize our insurance obligations. As of ~~November 2,~~August 1, 2020, February 1, 2020, and August 3, 2019, ~~February 2, 2019, and November 3, 2018,~~ we had ~~$4.6~~$4.2 million ~~$7.3~~, $4.2 million, and ~~$7.3~~$5.5 million, respectively, in standby letters of credit outstanding and ~~$56.2~~$56.7 million ~~$58.3~~, $56.0 million and ~~$57.9~~$55.9 million, respectively, in a collateral trust. The standby letters of credit are collateralized by restricted cash and the collateral trust consists of restricted cash, cash equivalents, and investments.

Trade letters of credit. We had ~~$23.5~~$10.7 million ~~$13.3~~, $11.2 million, and ~~$25.4~~$28.2 million in trade letters of credit outstanding at ~~November 2,~~August 1, 2020, February 1, 2020, and August 3, 2019, ~~February 2, 2019, and November 3, 2018,~~ respectively.

Dividends. In ~~November 2019,~~May 2020, we announced the suspension of our ~~Board of Directors declared a cash dividend of $0.255 per common share, payable on December 31, 2019.~~quarterly dividends.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts. These estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and on various other factors that management believes to be reasonable. ~~Actual~~Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates are more challenging, and actual results ~~may~~could differ ~~significantly~~materially from ~~these~~our estimates. ~~Other than changes to our lease accounting policies as a result~~During the second quarter of ~~adoption of Accounting Standards Update ("ASU") No. 2016-02,~~ ~~Leases~~ ~~(AccountingStandards Codification "ASC" 842)described below,~~fiscal 2020, there have been no significant changes to the critical accounting policies discussed in our Annual Report on Form 10-K for the year ended February ~~2, 2019.~~

As our leases generally do not provide an implicit discount rate, we use the estimated collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments for use in the calculation of the lease liabilities and right-of-use assets. This rate is determined using a portfolio approach based on the risk-adjusted rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar lease term. Operating lease liabilities and corresponding right-of-use assets include options to extend lease terms that are reasonably certain of being exercised. We do not record a lease liability and corresponding right-of-use asset for leases with terms of 12 months or less, and account for lease and non-lease components as a single lease component. Our lease portfolio is comprised of operating leases with the lease cost recorded on a straight-line basis over the lease term.

Prior to the adoption of ASC 842, when a lease contained “rent holidays” or required fixed escalations of the minimum lease payments, we recorded rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount was charged to expense and the amount payable under the lease was recorded as deferred rent. We began recording rent expense on the lease possession date. Tenant improvement allowances were amortized over the lease term. Changes in deferred rent and tenant improvement allowances were included as a component of operating activities in the Condensed Consolidated Statements of Cash Flows.1, 2020.

See Note A to the Condensed Consolidated Financial Statements - Summary of Significant Accounting Policies (Recently Adopted Accounting Standards) ~~and Note E - Leases in the notes to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q~~ for ~~additional~~ information regarding our adoption of ~~ASC 842.~~ASU 2019-12.

Forward-Looking Statements

This report may contain a number of forward-looking statements regarding, without limitation, the rapidly developing challenges and our plans and responses to the COVID-19 pandemic and related economic disruptions, including adjustments to our operations, planned new store growth, ~~new markets, expected sales, projected earnings levels,~~ capital expenditures, and other matters. These forward-looking statements reflect our then-current beliefs, ~~projections,~~plans, and estimates with respect to future events and our projected financial performance, operations, and competitive position. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” ~~"outlook,"~~ “looking ~~ahead”~~ahead,” and similar expressions identify forward-looking statements.

Future impact from the ongoing COVID-19 pandemic, and other economic and industry trends that could potentially impact revenue, profitability, operating conditions, and growth are difficult to predict. Our forward-looking statements are subject to risks and uncertainties which could cause our actual results to differ materially from those forward-looking statements and our previous expectations, plans, and projections. Such risks are not limited to but may include:

•~~Competitive pressures in~~The uncertainties and potential for further significant business disruptions arising from the ~~apparel~~recent and ~~home-related merchandise retailing industry, which are high.~~ongoing COVID-19 pandemic, including distribution center closures, store closures, and restrictions on customer access.

•Unexpected changes in the level of consumer spending on, or preferences for, apparel and home-related merchandise, which could adversely affect us.

•~~Unseasonable weather that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise.~~

•Impacts from the macro-economic environment, financial and credit markets, ~~and~~ geopolitical conditions, pandemics, or public health and public safety issues, that affect consumer confidence and consumer disposable income.

•Our need to effectively manage our inventories, markdowns, and inventory shortage in order to achieve our planned gross margins.

•Competitive pressures in the apparel and home-related merchandise retailing industry.

•Risks associated with selling and importing merchandise produced in other countries and from supply chain disruptions in other countries, including those due to COVID-19 closures.

•Unseasonable weather that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise.

•Our dependence on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices.

•Information or data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could result in theft or unauthorized disclosure of customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business.

•Disruptions in our supply chain or in our information systems that could impact our ability to process sales and to deliver product to our stores in a timely and cost-effective manner.

•Our need to obtain acceptable new store sites with favorable consumer demographics to achieve our planned ~~growth.~~new store openings.

•Our need to expand in existing markets and enter new geographic markets in order to achieve ~~growth.~~planned market penetration.

•Consumer problems or legal issues involving the quality, safety, or authenticity of products we sell, which could harm our reputation, result in lost sales, and/or increase our costs.

•An adverse outcome in various legal, regulatory, or tax matters that could increase our costs.

•Damage to our corporate reputation or brands that could adversely affect our sales and operating results.

•Our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies.

•Our need to effectively advertise and market our business.

•~~Risks associated with selling and importing merchandise produced in other countries.~~

•Changes in U.S. tax, tariff, or trade policy regarding apparel and home-related merchandise produced in other countries, which could adversely affect our business.

•Possible volatility in our revenues and earnings.

•AAn additional public health or public safety crisis, demonstrations, natural or man-made disaster in California or in another region where we have a concentration of stores, offices, or a distribution center that could harm our business.

•Our need to maintain sufficient liquidity to support our continuing operations and our new store ~~and distribution center growth plans, and our stock repurchase program and quarterly dividends.~~openings.

The factors underlying our forecasts are dynamic and subject to change. As a result, any forecasts or forward-looking statements speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time. We disclaim any obligation to update or revise these forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, which primarily include changes in interest rates. We do not engage in financial transactions for trading or speculative purposes.

We may occasionally use forward contracts to hedge against fluctuations in foreign currency prices. We had no outstanding forward contracts as of ~~November 2, 2019.~~August 1, 2020.

Interest that is payable on our revolving credit ~~facility~~facilities is based on variable interest rates and is, therefore, affected by changes in market interest rates. As of ~~November 2, 2019,~~August 1, 2020, we had $800 million outstanding under our $800 million revolving credit facility and no borrowings outstanding under our new $500 million 364-day revolving credit facility.

As of ~~November 2, 2019,~~August 1, 2020, we have outstanding six series of unsecured ~~6.53% Series B~~ Senior ~~Notes due December 2021 with an aggregate principal amount of $65 million, and unsecured 3.375% Senior Notes due September 2024 with an aggregate principal amount of $250 million.~~Notes. Interest that is payable on ~~both~~all series of our Senior Notes is based on fixed interest rates, and is therefore unaffected by changes in market interest rates.

Interest is receivable on our short- and long-term investments. Changes in interest rates may impact interest income recognized in the future, or the fair value of our investment portfolio.

A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have had a material impact on our condensed consolidated financial position, results of operations, cash flows, our revolving credit facilities, or the fair values of our short- and long-term investments as of and for the three month or ~~nine~~six month periods ended ~~November 2, 2019.~~August 1, 2020. We do not consider the potential losses in future earnings and cash flows from reasonably possible, near-term changes in interest rates to be material.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at that reasonable assurance level as of the end of the period covered by this report.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Quarterly Evaluation of Changes in Internal Control Over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the ~~third~~second fiscal quarter of ~~2019~~2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that there was no such change during the ~~2019 third~~second fiscal ~~quarter.~~quarter of 2020.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The matters under the caption “Litigation, claims, and assessments” in Note A of Notes to Condensed Consolidated Financial Statements are incorporated herein by reference.

ITEM 1A. RISK FACTORS

See Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February ~~2, 2019~~1, 2020 for a description of the risks and uncertainties associated with our business. Except as presented below, there have been no material changes to the risk factors described in our most recent Annual Report on Form 10-K.

The current, major health pandemic from the novel coronavirus (COVID-19) continues to severely and adversely affect our sales and our operations, and we expect it to continue to have serious adverse effects on our business and our financial condition.

The United States and other countries are experiencing a major, prolonged global health pandemic related to the outbreak of a novel strain of coronavirus (COVID-19), with related, severe disruptions to retail operations and supply chains and to general economic activities, as the affected regions have taken dramatic actions, sometimes including mandatory closure of retail operations, in an effort to slow down the spread of the disease. As the COVID-19 pandemic continues, many of our customers and associates are being impacted by recommendations and/or mandates from federal, state, and local authorities to stay home ("shelter in place" or "safer at home"), to avoid non-essential social contact and gatherings of people, and to self-quarantine. We temporarily closed all our store locations, distribution centers, and buying and corporate offices, from March 20, 2020 until mid-May 2020. We instituted “work from home” measures for many of our associates, which remain in effect for many of our headquarters and buying office associates. During May 2020, various states began to allow gradual relaxation of restrictions on activities and a resumption of retail business, and we implemented a phased reopening. By end of June 2020 all of our distribution centers and substantially all of our store locations had reopened. However, the pandemic is not over, and resurgences may occur; store closures may be required again nationally, regionally, or in specific locations. Health officials are warning of possible "second waves" of outbreak and spreading of the disease, which will result in further disruptions and quarantine responses. The situation continues to be unprecedented and rapidly changing, and has unknown duration and severity. We have a concentration of store locations in the States of California, Texas, and Florida; together those states include more than fifty percent of our stores, and they have each reported increasing number of cases in recent months. More than half of our distribution centers and warehouses are located in California. A required closure of these facilities would be very disruptive to our ability to supply merchandise to our stores. The temporary closure of our stores has already resulted in a significant loss of sales and profits and has had material adverse effects on our financial condition. In addition, the COVID-19 pandemic may potentially adversely affect our ability to adequately staff our distribution centers, our stores, our merchant and other support operations. Further, the COVID-19 pandemic has severely impacted China and other countries, which may also adversely affect our ability to access and ship products from the impacted countries. The prolonged, widespread pandemic has adversely impacted global economies and financial markets, which has resulted in an economic downturn that may reduce consumer demand for our products. The extent of the impact from the COVID-19 pandemic on our business and financial results will depend largely on future developments, including the duration and spread of the outbreak within the U.S., regional surges in infection, the response by all levels of government in their efforts to contain the outbreak and to mitigate the economic disruptions, and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. Such impacts have and are expected to adversely affect our profitability, cash flows, financial results, and our capital resources.

We need to successfully implement new health and safety measures in our stores and distribution centers, and across all our operations, to comply with new regulatory requirements and with the goal of keeping our customers and associates safe from the spread of the COVID-19 virus without disruptions to our operations.

We have implemented a variety of measures in our stores locations, distribution centers, and other facilities, with the goal of keeping our associates, customers, and the communities we serve safe from spreading the COVID-19 virus. These measures include additional cleaning and sanitation of stores and workspaces, return merchandise quarantining, providing associates with personal protective equipment based on CDC or other federal, state, or local health guidelines, and implementing physical distancing practices, in our stores, distribution centers, and in our other operations. This is very challenging to do, and there is significant risk, incremental costs, and uncertainty regarding implementation requirements. Not only are these measures new and evolving, but they often require change to established habits and patterns of behavior by large groups of people, who may not fully understand or agree with the requested changes. Whatever measures we adopt, there will also be challenges in effecting consistent compliance by our customers and our associates. We will need to adapt and change these measures over time and as we learn from experience. And despite our efforts and best intentions, incidents of infection will occur at our stores, distribution centers, or in our other facilities, potentially resulting in serious illness for those affected, including our associates. This may result in required temporary closure of specific stores, distribution centers, or other facilities, and in temporary or longer term loss of key personnel during illness, and potential supply chain disruptions. We may also face claims (with or without merit) that our retail stores or our other facilities and workplaces are operating in an unsafe manner or are not in compliance with applicable laws and regulations. Any such

incidents may adversely affect our operating results, increase our costs, and damage our reputation and competitive position.

We are subject to impacts from the macro-economic environment, financial and credit markets, and geopolitical conditions that affect consumer confidence and consumer disposable income. The COVID-19 pandemic may have prolonged and significant negative effects on consumer confidence, shopping behavior, and spending, which may adversely affect our sales and gross margins.

Consumer spending habits for the merchandise we sell are affected by many factors. Currently, the repercussions from the COVID-19 pandemic are unknown and present significant risks and uncertainty. There is significant uncertainty over consumer behavior and shopping patterns as the pandemic continues and as different regions experience surges. Other factors include levels of unemployment, federal stimulus programs, salaries and wage rates, prevailing economic conditions, recession and fears of recession, housing costs, energy and fuel costs, income tax rates and the timing of tax refunds, inflation, consumer confidence in future economic conditions, consumer perceptions of personal well-being and security, availability of consumer credit, consumer debt levels, and consumers’ disposable income. The COVID-19 pandemic, and other potential, adverse developments in any of these areas could reduce demand for our merchandise, decrease our inventory turnover, cause greater markdowns, and negatively affect our sales and margins. All of our stores are located in the United States and its territories, so we are especially susceptible to changes in the U.S. economy.

In order to achieve our planned gross margins, we must effectively manage our inventories, markdowns, and inventory shortage. As a result of our recent temporary store closures and potential changes in shopping behaviors due to the COVID-19 pandemic, we are at significant risk for inventory imbalances and the potential for significantly higher than normal levels of markdowns to sell through our inventory, which would negatively affect our gross margins and our operating results.

We purchase the majority of our inventory based on our sales plans. If actual demand is lower than our sales plans, we may experience excess inventory levels and need to take markdowns on excess or slow-moving inventory, resulting in decreased profit margins. We also may have insufficient fresh inventory to meet current customer demand, leading to lost sales opportunities. As a result of the temporary closure of our stores in response to the COVID-19 pandemic, we were unable to sell our inventory in a timely manner according to our plans as to seasonal demand and consumer preferences. As a result, a higher than planned portion of our inventory was out of season when we reopened our stores starting in May 2020. Although we have now substantially sold through the aged inventory from that initial reopening phase, the pandemic may cause changes in shopping behavior so that our predictions and sales plans are less accurate, and that may lead us to have higher than usual levels of slow-moving or non-salable inventory at our prior planned price levels. We would need to aggressively and progressively reduce our selling prices in order to clear out that inventory, which would result in decreased profit margins or losses on sales of that inventory, and adversely affect our results of operations in future periods.

As a regular part of our business, we purchase “packaway” inventory with the intent that it will be stored in our warehouses until a later date. The timing of the release of packaway inventory to our stores varies by merchandise category and by season, but it typically remains in storage less than six months. Packaway inventory is frequently a significant portion of our overall inventory. If we make packaway purchases that do not align with consumer preferences at the later time of release to our stores, we could have significant inventory markdowns. Changes in packaway inventory levels could impact our operating cash flow. Although we have various systems to help protect against loss or theft of our inventory, both when in storage and once distributed to our stores, we may have damaged, lost, or stolen inventory (called “shortage”) in higher amounts than we forecast, which would result in write-offs, lost sales, and reduced margins.

We are subject to impacts from instances of damage to our stores and losses of merchandise accompanying protests or demonstrations, which may result in temporary store closures.

There have been recent demonstrations and protests in cities throughout the United States. While they have generally been peaceful, in some locations they have been accompanied by violence, damage to retail stores, and the loss of merchandise. While generally subject to coverage by insurance, the repair of damage to our stores and replacement of merchandise may also increase our costs and temporarily disrupt store operations, and we may incur increased operating costs for additional security. Governmental authorities in affected cities and regions may take actions in an effort to protect people and property while permitting lawful and non-violent protests, including curfews and restrictions on business operations, which may be disruptive to our operations and may also harm consumer confidence and perceptions of personal well-being and security, which may negatively affect our sales.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Information regarding shares of common stock we repurchased during the ~~third~~second quarter of fiscal ~~2019~~2020 is as follows:

Total number of shares
(or units) purchased¹
Average price
paid per share
(or unit) Total number of
shares
(or units)
purchased as
part of publicly
announced
plans or
programs
Maximum number
(or approximate
dollar value) of
shares (or units)
that may yet be
purchased under
the plans or
programs ($000)²
Period
August
(8/04/2019 - 8/31/2019) 807,580 $104.25 794,524 $1,826,948
September
(9/01/2019 - 10/05/2019) 1,254,035 $108.17 1,224,791 $1,694,481
October
(10/06/2019 - 11/02/2019) 996,215 $110.81 996,215 $1,584,091
Total 3,057,830 $107.99 3,015,530 $1,584,091


	Total number of shares (or units) purchased¹	Average price paid per share (or unit)	Total number of shares (or units) purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs ($000)²
Period
May
(5/03/2020 - 5/30/2020)	—	$0.00	—	$1,142,533
June
(5/31/2020 - 7/04/2020)	308	$92.48	—	$1,142,533
July
(7/05/2020 - 8/01/2020)	—	$0.00	—	$1,142,533
Total	308	$0.00	—	$1,142,533

¹We acquired ~~42,300~~308 shares of treasury stock during the quarter ended ~~November 2, 2019. Treasury stock includes~~August 1, 2020, which relates to shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. ~~All remaining~~No shares were repurchased under our publicly announced stock repurchase program.

²In March 2019, our Board of Directors approved a two-year $2.55 billion stock repurchase program through fiscal 2020. Due to the current economic uncertainty stemming from the COVID-19 pandemic, we suspended our stock repurchase program as of March 2020. We have no plans to purchase any additional shares for the remainder of the fiscal year.

2931

ITEM 6. EXHIBITS


Exhibit
Number	Exhibit
3.1		Certificate of Incorporation of Ross Stores, Inc. as amended (Corrected First Restated Certificate of Incorporation, dated March 17, 1999, together with amendments thereto through Amendment of Certificate of Incorporation dated May 29, 2015) incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, 2015.

3.2		Amended and Restated Bylaws of Ross Stores, Inc. (as amended March 8, 2017), incorporated by reference to Exhibit 3.2 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 28, 2017.

10.1		~~Employment~~First Amendment to Note Purchase Agreement ~~effective August 16, 2019 between Michael Hartshorn and Ross Stores, Inc.~~dated as of June 30, 2020.

~~10.2~~		E ~~mployment Agreement effective~~ ~~August 16,2019~~ b ~~etween~~ ~~Travis Marquette and Ross Stores,I~~nc.

15	Letter re: Unaudited Interim Financial Information from Deloitte & Touche LLP dated ~~December~~September 9 ~~11, 2019.~~, 2020.

31.1		Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).

31.2		Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

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101.SCH	Inline XBRL Taxonomy Extension Schema

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase

104	Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

ROSS STORES, INC.

(Registrant)

Date:

~~December 11, 2019~~September 9, 2020

By:

/s/Travis R. Marquette

Travis R. Marquette

Group Senior Vice President and Chief Financial Officer, and Principal Accounting Officer

3133


Condensed Consolidated Statements of Stockholders' Equity

	Nine Months Ended November 3, 2018
				Additional paid-in capital				Accumulated other comprehensive income (loss)
	Common stock									Treasury stock				Retained earnings
(000)	Shares	Amount													Total
Balance at February 3, 2018	379,618	$	3,796	$	1,292,364	$	(318,279)	$	27	$	2,071,400	$	3,049,308
Net earnings	—	—		—		—		—		418,252		418,252
Cumulative effect of adoption of
accounting standard
(revenue recognition), net	—	—		—		—		—		19,884		19,884
Unrealized investment loss, net	—	—		—		—		(20)		—		(20)
Common stock issued under stock
plans, net of shares
used for tax withholding	732	8		4,674		(44,798)		—		—		(40,116)
Stock-based compensation	—	—		23,760		—		—		—		23,760
Common stock repurchased	(3,271)	(33)		(8,093)		—		—		(247,244)		(255,370)
Dividends declared ($0.225 per share)	—	—		—		—		—		(85,410)		(85,410)
Balance at May 5, 2018	377,079	$	3,771	$	1,312,705	$	(363,077)	$	7	$	2,176,882	$	3,130,288
Net earnings	—	—		—		—		—		389,404		389,404


Unrealized investment loss, net	—	—		—		—		(3)		—		(3)
Common stock issued under stock
plans, net of shares
used for tax withholding	20	—		5,135		(6,263)		—		—		(1,128)
Stock-based compensation	—	—		23,820		—		—		—		23,820
Common stock repurchased	(3,231)	(32)		(8,331)		—		—		(264,847)		(273,210)
Dividends declared ($0.225 per share)	—	—		—		—		—		(84,561)		(84,561)
Balance at August 4, 2018	373,868	$	3,739	$	1,333,329	$	(369,340)	$	4	$	2,216,878	$	3,184,610
Net earnings	—	—		—		—		—		338,108		338,108


Unrealized investment loss, net	—	—		—		—		(4)		—		(4)
Common stock issued under stock
plans, net of shares
used for tax withholding	85	1		5,097		(2,619)		—		—		2,479
Stock-based compensation	—	—		23,782		—		—		—		23,782
Common stock repurchased	(2,895)	(29)		(7,539)		—		—		(270,352)		(277,920)
Dividends declared ($0.225 per share)	—	—		—		—		—		(83,892)		(83,892)
Balance at November 3, 2018	371,058	$	3,711	$	1,354,669	$	(371,959)	$	—	$	2,200,742	$	3,187,163

The accompanying notes are an integral part of these condensed consolidated financial statements.


($000)	Operating Leases ¹
2020	$	604,022
2021	616,088
2022	547,653
2023	461,997
2024	355,736
Thereafter	1,653,544
Total lease payments	4,239,040
Less: interest	1,078,235
Present value of lease liabilities	$	3,160,805
Less: current operating lease liabilities	559,433
Non-current operating lease liabilities	$	2,601,372

¹ Operating lease payments exclude $197.3 million of minimum lease payments for leases signed that have not yet commenced.



($000)	Total operating leases
2019	$	555,812
2020	580,712
2021	499,678
2022	424,695
2023	339,340
Thereafter	1,575,673
Total minimum lease payments	$	3,975,910