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 ~~August~~May 01, ~~2020~~2021


☐						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~~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~~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~~“emerging growth ~~company"~~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 ~~August~~May 14, ~~2020~~2021 was ~~356,005,661~~357,120,667.

Ross Stores, Inc.

Form 10-Q

Table of Contents

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Statements of Operation s–Three ~~and six~~ months ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019~~May 2, 2020

Condensed Consolidated Statements of Comprehensive Income (Loss)–Three ~~and six~~ months ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019~~May 2, 2020

Condensed Consolidated Balance Sheets–~~August~~May 1, ~~2020, February 1, 2020,~~2021, January 30, 2021, and ~~August 3, 2019~~May 2, 2020

Condensed Consolidated Statements of ~~Stockholders'~~Stockholders ’ Equity–~~Six months ended~~ A~~ugust~~May 1, ~~2020~~2021 and ~~August 3, 2019~~May 2, 2020

Condensed Consolidated Statements of Cash Flows –~~Six~~Three months ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019~~May 2, 2020

Notes to Condensed Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

1 6

Item 2.

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

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

2826

Item 4.

Controls and Procedures

2826

PART II. OTHER INFORMATION

Item 1.

Item 1A.

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 Operations


		Three Months Ended						Six Months Ended							Three Months Ended
($000, except stores and per share data, unaudited)	($000, except stores and per share data, unaudited)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019		($000, except stores and per share data, unaudited)	May 1, 2021		May 2, 2020
Sales	Sales	$	2,684,712	$	3,979,869	$	4,527,385	$	7,776,511	Sales	$	4,516,080	$	1,842,673

Costs and Expenses	Costs and Expenses									Costs and Expenses
Cost of goods sold	Cost of goods sold	2,080,120		2,843,850		3,970,111		5,545,518		Cost of goods sold	3,198,396		1,889,991
Selling, general and administrative	Selling, general and administrative	519,495		591,970		934,800		1,150,220		Selling, general and administrative	675,053		415,305
Interest expense (income), net		28,855		(4,782)		35,521		(10,417)
Interest expense, net										Interest expense, net	19,049		6,666
Total costs and expenses	Total costs and expenses	2,628,470		3,431,038		4,940,432		6,685,321		Total costs and expenses	3,892,498		2,311,962

Earnings (loss) before taxes	Earnings (loss) before taxes	56,242		548,831		(413,047)		1,091,190		Earnings (loss) before taxes	623,582		(469,289)
Provision (benefit) for taxes on earnings (loss)	Provision (benefit) for taxes on earnings (loss)	34,195		136,110		(129,252)		257,327		Provision (benefit) for taxes on earnings (loss)	147,103		(163,447)
Net earnings (loss)	Net earnings (loss)	$	22,047	$	412,721	$	(283,795)	$	833,863	Net earnings (loss)	$	476,479	$	(305,842)

Earnings (loss) per share	Earnings (loss) per share									Earnings (loss) per share
Basic	Basic	$	0.06	$	1.15	$	(0.81)	$	2.31	Basic	$	1.35	$	(0.87)
Diluted	Diluted	$	0.06	$	1.14	$	(0.81)	$	2.29	Diluted	$	1.34	$	(0.87)

Weighted-average shares outstanding (000)	Weighted-average shares outstanding (000)									Weighted-average shares outstanding (000)
Basic	Basic	352,276		359,794		352,239		361,439		Basic	352,988		352,202
Diluted	Diluted	354,232		362,074		352,239		364,007		Diluted	355,367		352,202

Store count at end of period	Store count at end of period	1,832		1,772		1,832		1,772		Store count at end of period	1,866		1,832

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

Condensed Consolidated Statements of Comprehensive Income (Loss)


		Three Months Ended						Six Months Ended							Three Months Ended
($000, unaudited)	($000, unaudited)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019		($000, unaudited)	May 1, 2021		May 2, 2020
Net earnings (loss)	Net earnings (loss)	$	22,047	$	412,721	$	(283,795)	$	833,863	Net earnings (loss)	$	476,479	$	(305,842)

Other comprehensive income (loss)	Other comprehensive income (loss)	0		0		0		0		Other comprehensive income (loss)	0		0

Comprehensive income (loss)	Comprehensive income (loss)	$	22,047	$	412,721	$	(283,795)	$	833,863	Comprehensive income (loss)	$	476,479	$	(305,842)

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)	August 1, 2020		February 1, 2020		August 3, 2019		($000, except share data, unaudited)	May 1, 2021		January 30, 2021		May 2, 2020
Assets	Assets							Assets
Current Assets	Current Assets							Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	3,793,043	$	1,351,205	$	1,382,025	Cash and cash equivalents	$	5,367,006	$	4,819,293	$	2,669,535

Accounts receivable	Accounts receivable	162,723		102,236		130,439		Accounts receivable	167,139		115,067		49,624
Merchandise inventory	Merchandise inventory	1,117,983		1,832,339		1,835,869		Merchandise inventory	1,697,992		1,508,982		1,757,263
Prepaid expenses and other	Prepaid expenses and other	273,612		147,048		167,585		Prepaid expenses and other	199,391		249,149		111,493

Total current assets	Total current assets	5,347,361		3,432,828		3,515,918		Total current assets	7,431,528		6,692,491		4,587,915

Property and Equipment	Property and Equipment							Property and Equipment
Land and buildings	Land and buildings	1,177,863		1,177,262		1,162,269		Land and buildings	1,186,579		1,187,045		1,177,847
Fixtures and equipment	Fixtures and equipment	3,137,495		3,115,003		2,886,275		Fixtures and equipment	3,242,681		3,243,206		3,125,333
Leasehold improvements	Leasehold improvements	1,241,819		1,219,736		1,162,935		Leasehold improvements	1,271,518		1,278,134		1,238,313
Construction-in-progress	Construction-in-progress	363,000		189,536		200,012		Construction-in-progress	449,166		376,076		281,692
		5,920,177		5,701,537		5,411,491			6,149,944		6,084,461		5,823,185
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	3,214,072		3,048,101		2,906,451		Less accumulated depreciation and amortization	3,436,071		3,373,965		3,126,467
Property and equipment, net	Property and equipment, net	2,706,105		2,653,436		2,505,040		Property and equipment, net	2,713,873		2,710,496		2,696,718

Operating lease assets	Operating lease assets	3,053,735		3,053,782		2,932,199		Operating lease assets	3,004,747		3,084,819		3,078,373
Other long-term assets	Other long-term assets	215,044		208,321		198,790		Other long-term assets	245,715		230,061		365,040
Total assets	Total assets	$	11,322,245	$	9,348,367	$	9,151,947	Total assets	$	13,395,863	$	12,717,867	$	10,728,046

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Current Liabilities	Current Liabilities							Current Liabilities
Accounts payable	Accounts payable	$	1,009,704	$	1,296,482	$	1,359,829	Accounts payable	$	2,574,780	$	2,256,928	$	706,267
Accrued expenses and other	Accrued expenses and other	557,475		462,111		474,273		Accrued expenses and other	583,399		592,122		374,811
Current operating lease liabilities	Current operating lease liabilities	579,277		564,481		549,841		Current operating lease liabilities	599,838		598,120		570,832
Accrued payroll and benefits	Accrued payroll and benefits	204,109		364,435		295,465		Accrued payroll and benefits	323,165		400,273		166,707
Income taxes payable	Income taxes payable	0		14,425		0		Income taxes payable	172,276		54,680		0
Short-term debt	Short-term debt	802,507		0		0		Short-term debt	0		0		805,000
Current portion of long-term debt								Current portion of long-term debt	64,937		64,910		0
Total current liabilities	Total current liabilities	3,153,072		2,701,934		2,679,408		Total current liabilities	4,318,395		3,967,033		2,623,617

Long-term debt	Long-term debt	2,286,295		312,891		312,665		Long-term debt	2,449,208		2,448,175		2,285,614
Non-current operating lease liabilities	Non-current operating lease liabilities	2,601,254		2,610,528		2,496,230		Non-current operating lease liabilities	2,542,358		2,621,594		2,631,769
Other long-term liabilities	Other long-term liabilities	258,869		214,086		227,842		Other long-term liabilities	285,762		268,558		206,504
Deferred income taxes	Deferred income taxes	155,556		149,679		139,538		Deferred income taxes	147,319		121,867		163,150

Commitments and contingencies	Commitments and contingencies							Commitments and contingencies	0		0		0

Stockholders’ Equity	Stockholders’ Equity							Stockholders’ Equity
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
Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 357,117,000, 356,503,000 and 355,922,000 shares, respectively								Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 357,117,000, 356,503,000 and 355,922,000 shares, respectively	3,571		3,565		3,559
Additional paid-in capital	Additional paid-in capital	1,512,699		1,458,307		1,412,976		Additional paid-in capital	1,614,555		1,579,824		1,484,911
Treasury stock	Treasury stock	(465,674)		(433,328)		(425,012)		Treasury stock	(525,928)		(478,550)		(465,645)

Retained earnings	Retained earnings	1,816,614		2,330,702		2,304,678		Retained earnings	2,560,623		2,185,801		1,794,567
Total stockholders’ equity	Total stockholders’ equity	2,867,199		3,359,249		3,296,264		Total stockholders’ equity	3,652,821		3,290,640		2,817,392
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	11,322,245	$	9,348,367	$	9,151,947	Total liabilities and stockholders’ equity	$	13,395,863	$	12,717,867	$	10,728,046

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

Condensed Consolidated Statements of ~~Stockholders'~~Stockholders’ Equity


		Six Months Ended August 1, 2020
					Additional paid-in capital																							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)	Shares		Amount												Total
Balance at February 1, 2020		356,775	$	3,568			$	1,458,307			$	(433,328)				$	2,330,702				$	3,359,249
Net loss		—	—		—				—					(305,842)				(305,842)

Common stock issued under stock
plans, net of shares
used for tax withholding		318	3		5,441				(32,317)					—				(26,873)
Stock-based compensation		—	—		24,739				—					—				24,739
Common stock repurchased		(1,171)	(12)		(3,576)				—					(128,879)				(132,467)
Dividends declared ($0.285 per share)		—	—		—				—					(101,414)				(101,414)
Balance at May 2, 2020		355,922	$	3,559	$	1,484,911			$	(465,645)				$	1,794,567			$	2,817,392
Balance at January 30, 2021																				Balance at January 30, 2021			356,503		$	3,565		$	1,579,824			$	(478,550)				$	2,185,801			$	3,290,640
Net earnings	Net earnings	—	—		—				—					22,047				22,047		Net earnings			—		—			—		—					476,479				476,479
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	84	1		5,630				(29)					—				5,602		used for tax withholding			614		6			6,057		(47,378)					—				(41,315)
Stock-based compensation	Stock-based compensation	—	—		22,158				—					—				22,158		Stock-based compensation			—		—			28,674		—					—				28,674

Balance at August 1, 2020		356,006	$	3,560	$	1,512,699			$	(465,674)				$	1,816,614			$	2,867,199
Dividends declared ($0.285 per share)																				Dividends declared ($0.285 per share)			—		—			—		—					(101,657)				(101,657)
Balance at May 1, 2021																				Balance at May 1, 2021			357,117		$	3,571		$	1,614,555	$	(525,928)				$	2,560,623			$	3,652,821

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.~~



				Additional paid-in capital
	Common stock					Treasury stock		Retained earnings
(000)	Shares	Amount									Total
Balance at February 1, 2020	356,775	$	3,568	$	1,458,307	$	(433,328)		$	2,330,702		$	3,359,249
Net loss	—	—		—		—			(305,842)			(305,842)
Common stock issued under stock
plans, net of shares
used for tax withholding	318	3		5,441		(32,317)			—			(26,873)
Stock-based compensation	—	—		24,739		—			—			24,739
Common stock repurchased	(1,171)	(12)		(3,576)		—			(128,879)			(132,467)
Dividends declared ($0.285 per share)	—	—		—		—			(101,414)			(101,414)
Balance at May 2, 2020	355,922	$	3,559	$	1,484,911	$	(465,645)		$	1,794,567		$	2,817,392
















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

Condensed Consolidated Statements of Cash Flows


		Six Months Ended							Three Months Ended
($000, unaudited)	($000, unaudited)	August 1, 2020		August 3, 2019		($000, unaudited)	May 1, 2021		May 2, 2020
Cash Flows From Operating Activities	Cash Flows From Operating Activities					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:
Net earnings (loss)						Net earnings (loss)	$	476,479	$	(305,842)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:						Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	179,626		166,898		Depreciation and amortization	87,510		90,598

Stock-based compensation	Stock-based compensation	46,897		44,613		Stock-based compensation	28,674		24,739
Deferred income taxes	Deferred income taxes	5,877		21,868		Deferred income taxes	25,452		13,471

Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:
Merchandise inventory	Merchandise inventory	714,356		(85,427)		Merchandise inventory	(189,010)		75,076
Other current assets	Other current assets	(51,924)		(55,309)		Other current assets	(77,246)		88,286
Accounts payable	Accounts payable	(289,710)		187,050		Accounts payable	349,540		(600,918)
Other current liabilities	Other current liabilities	(44,671)		(8,529)		Other current liabilities	(71,623)		(268,925)
Income taxes	Income taxes	(145,001)		(31,193)		Income taxes	121,255		(175,142)
Operating lease assets and liabilities, net	Operating lease assets and liabilities, net	5,569		8,276		Operating lease assets and liabilities, net	2,554		3,001
Other long-term, net	Other long-term, net	35,197		1,353		Other long-term, net	(765)		(2,786)
Net cash provided by operating activities		172,421		1,083,463
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	752,820		(1,058,442)

Cash Flows From Investing Activities	Cash Flows From Investing Activities					Cash Flows From Investing Activities
Additions to property and equipment	Additions to property and equipment	(250,047)		(250,314)		Additions to property and equipment	(136,937)		(139,729)

Proceeds from investments		0		517

Net cash used in investing activities	Net cash used in investing activities	(250,047)		(249,797)		Net cash used in investing activities	(136,937)		(139,729)

Cash Flows From Financing Activities	Cash Flows From Financing Activities					Cash Flows From Financing Activities

Net proceeds from issuance of short-term debt	Net proceeds from issuance of short-term debt	805,601		0		Net proceeds from issuance of short-term debt	0		805,601
Payments of short-term debt	Payments of short-term debt	(3,094)		0		Payments of short-term debt	0		(615)
Net proceeds from issuance of long-term debt	Net proceeds from issuance of long-term debt	1,976,030		0		Net proceeds from issuance of long-term debt	0		1,976,030

Payments of debt issuance costs	Payments of debt issuance costs	(3,254)		0		Payments of debt issuance costs	0		(3,135)
Issuance of common stock related to stock plans	Issuance of common stock related to stock plans	11,075		10,906		Issuance of common stock related to stock plans	6,063		5,444
Treasury stock purchased	Treasury stock purchased	(32,346)		(52,349)		Treasury stock purchased	(47,378)		(32,317)
Repurchase of common stock	Repurchase of common stock	(132,467)		(640,259)		Repurchase of common stock	0		(132,467)
Dividends paid	Dividends paid	(101,414)		(186,642)		Dividends paid	(101,519)		(101,414)
Net cash provided by (used in) financing activities		2,520,131		(868,344)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(142,834)		2,517,127

Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents		2,442,505		(34,678)
Net increase in cash, cash equivalents, and restricted cash and cash equivalents						Net increase in cash, cash equivalents, and restricted cash and cash equivalents	473,049		1,318,956

Cash, cash equivalents, and restricted cash and cash equivalents:	Cash, cash equivalents, and restricted cash and cash equivalents:					Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period	Beginning of period	1,411,410		1,478,079		Beginning of period	4,953,769		1,411,410
End of period	End of period	$	3,853,915	$	1,443,401	End of period	$	5,426,818	$	2,730,366

Supplemental Cash Flow Disclosures	Supplemental Cash Flow Disclosures					Supplemental Cash Flow Disclosures
Interest paid	Interest paid	$	10,069	$	6,341	Interest paid	$	39,929	$	4,235
Income taxes paid		$	9,872	$	266,653
Income taxes paid (refunded)						Income taxes paid (refunded)	$	396	$	(1,777)

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

Notes to Condensed Consolidated Financial Statements

Three ~~and Six~~ Months Ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019~~May 2, 2020

(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 ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019,~~May 2, 2020, the results of operations, comprehensive income (loss), ~~and stockholders'~~stockholders’ equity, ~~for the three and six month periods ended August 1, 2020 and August 3, 2019,~~ and cash flows for the ~~six~~three month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019.~~May 2, 2020. The Condensed Consolidated Balance Sheet as of ~~February 1, 2020,~~January 30, 2021, 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"~~(“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 1, 2020.~~January 30, 2021.

The results of operations, comprehensive income (loss), ~~and stockholders'~~stockholders’ equity, ~~for the three and six month periods ended August 1, 2020 and August 3, 2019~~ and cash flows for the ~~six~~three month periods ended ~~August~~May 1, 2021 and May 2, 2020 ~~and August 3, 2019 presented~~presented herein are not necessarily indicative of the results to be expected for the full fiscal year.

Use of accounting estimates. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the condensed 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 inventory, packaway inventory costs, useful lives of fixed assets, insurance reserves, reserves for uncertain tax positions, ~~estimates for provisions of~~employee retention credits under the Coronavirus Aid, Relief, and Economic Security Act (the ~~"CARES Act"~~“CARES Act”), and legal claims. ~~Given the global economic climate~~The ongoing uncertainties and ~~additional, or unforeseen effects,~~potential impacts from the COVID-19 pandemic increase the challenge of making these ~~estimates are more challenging, and~~estimates; actual results could differ materially from the ~~Company's~~Company’s estimates.

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 six~~ month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019:~~May 2, 2020:


		Three Months Ended								Six Months Ended								Three Months Ended
		August 1, 2020		¹	August 3, 2019		August 1, 2020		¹	August 3, 2019			May 1, 2021		May 2, 2020		1
Home Accents and Bed and Bath	Home Accents and Bed and Bath	25	%		23	%	26	%		24	%	Home Accents and Bed and Bath	27	%	27	%
Ladies	Ladies	25	%		27	%	25	%		27	%	Ladies	24	%	25	%
Accessories, Lingerie, Fine Jewelry, and Cosmetics												Accessories, Lingerie, Fine Jewelry, and Cosmetics	14	%	13	%
Shoes	Shoes	14	%		14	%	14	%		14	%	Shoes	13	%	14	%
Men's		14	%		15	%	13	%		14	%
Accessories, Lingerie, Fine Jewelry, and Fragrances		13	%		13	%	13	%		13	%
Children's		9	%		8	%	9	%		8	%
Men’s												Men’s	13	%	12	%
Children’s												Children’s	9	%	9	%
Total	Total	100	%		100	%	100	%		100	%	Total	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 months period ended May 2, 2020 represents sales through the temporary closure of all stores on March 20, 2020.												1 Sales mix for the three months period ended May 2, 2020 represents sales through the temporary closure of all stores on March 20, 2020.

Cash, restricted cash, and restricted investments.Restricted cash, cash equivalents, and investments serve as collateral for certain insurance and trade payable 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)	August 1, 2020		February 1, 2020		August 3, 2019		($000)	May 1, 2021		January 30, 2021		May 2, 2020
Cash and cash equivalents	Cash and cash equivalents	$	3,793,043	$	1,351,205	$	1,382,025	Cash and cash equivalents	$	5,367,006	$	4,819,293	$	2,669,535
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	10,348		10,235		11,048		Prepaid expenses and other	10,766		85,711		10,341
Other long-term assets	Other long-term assets	50,524		49,970		50,328		Other long-term assets	49,046		48,765		50,490
Total restricted cash and cash equivalents	Total restricted cash and cash equivalents	60,872		60,205		61,376		Total restricted cash and cash equivalents	59,812		134,476		60,831
Total cash, cash equivalents, and restricted cash and cash equivalents		$	3,853,915	$	1,411,410	$	1,443,401
Total cash and cash equivalents, and restricted cash and cash equivalents								Total cash and cash equivalents, and restricted cash and cash equivalents	$	5,426,818	$	4,953,769	$	2,730,366

Property and equipment. As of ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019,~~May 2, 2020, the Company had ~~$22.6~~$10.2 million and ~~$13.0~~$34.5 million, respectively, of property and equipment purchased but not yet paid. These purchases are included in Property and ~~Equipment,~~equipment, Accounts payable, and Accrued expenses and other in the accompanying Condensed Consolidated Balance Sheets.

Operating leases. 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"~~“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 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.


	Three Months Ended
($000)	May 1, 2021		May 2, 2020
Operating lease assets obtained in exchange for new operating lease liabilities	$	69,170	$	164,973

Cash dividends. The Company’s Board of Directors declared a quarterly cash dividend of $0.285 per common share in March 2020. In May 2020, ~~and $0.255~~the Company suspended its quarterly dividends due to the economic uncertainty stemming from the COVID-19 pandemic. On March 2, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.285 per common share, inpayable on March ~~May, August, and November 2019, respectively.~~31, 2021, resuming quarterly dividends.

In May ~~2020,~~2021, the ~~Company announced the suspension~~Company’s Board of ~~its quarterly dividends.~~Directors declared a cash dividend of $0.285 per common share, payable on June 30, 2021.

9Stock repurchase program. On May 19, 2021, the Company’s Board of Directors authorized a new program to repurchase up to $1.5 billion of its common stock through fiscal 2022.

Litigation, claims, and assessments. Like many retailers, the Company has been named in class/representative action lawsuits, primarily in California, alleging violation of wage and hour/employment laws and consumer protection laws. Class/representative action litigation remains pending as of ~~August~~May 1, ~~2020.~~2021.

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/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 isdid not ~~expected to~~ have a material impact on the ~~Company's~~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 six~~ month ~~periods~~period ended ~~August~~May 1, ~~2020,~~2021, 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~~Company’s condensed consolidated financial results.

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 six month periods ended August 1, 2020.~~ The fair value of the Company’s financial instruments are as follows:


($000)	($000)	August 1, 2020		February 1, 2020		August 3, 2019		($000)	May 1, 2021		January 30, 2021		May 2, 2020

Cash and cash equivalents (Level 1)	Cash and cash equivalents (Level 1)	$	3,793,043	$	1,351,205	$	1,382,025	Cash and cash equivalents (Level 1)	$	5,367,006	$	4,819,293	$	2,669,535

Restricted cash and cash equivalents (Level 1)	Restricted cash and cash equivalents (Level 1)	$	60,872	$	60,205	$	61,376	Restricted cash and cash equivalents (Level 1)	$	59,812	$	134,476	$	60,831

Investments (Level 2)	Investments (Level 2)	$	8	$	8	$	8	Investments (Level 2)	$	8	$	8	$	8

The underlying assets in the Company’s non-qualified deferred compensation program as of ~~August~~May 1, ~~2020, February 1, 2020,~~2021, January 30, 2021, and ~~August 3, 2019~~May 2, 2020 (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)	($000)	August 1, 2020		February 1, 2020		August 3, 2019		($000)	May 1, 2021		January 30, 2021		May 2, 2020
Level 1	Level 1	$	135,650	$	134,440	$	126,377	Level 1	$	172,999	$	159,116	$	121,198
Level 2	Level 2	10,329		7,003		7,411		Level 2	0		0		11,068
Total	Total	$	145,979	$	141,443	$	133,788	Total	$	172,999	$	159,116	$	132,266

Note C: Management Incentive Plan and Stock-Based Compensation

The Company has incentive compensation programs which provide cash incentive bonuses and performance share awards to key management and employees based on Company and individual performance.

For fiscal 2021, the Compensation Committee of the Board of Directors established the performance measures for determining incentive compensation amounts as based on a combination of profitability-based performance goals and the attainment of specific management priorities related to business challenges from the COVID-19 pandemic, as measured and approved by the Compensation Committee. As of May 1, 2021, the Company has established an accrual for this incentive compensation based on its forecasted attainment of the profitability-based performance goals and the Compensation Committee’s assessment of progress towards achievement of the specific business priorities.

For the fiscal 2020 management incentive bonus plan and performance share awards, the Compensation Committee approved modifications in August 2020, to the performance measurement goals, to be based on the attainment of specific management priorities related to business challenges from the COVID-19 pandemic, as measured and approved by the Compensation Committee, as an alternative to the previously established profitability-based performance goals for 2020.

Stock-based compensation. For the three ~~and six~~ month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019,~~May 2, 2020, the Company recognized stock-based compensation expense as follows:


		Three Months Ended						Six Months Ended							Three Months Ended
($000)	($000)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019		($000)	May 1, 2021		May 2, 2020
Restricted stock	Restricted stock	$	17,638	$	14,909	$	34,120	$	24,358	Restricted stock	$	18,589	$	16,482
Performance awards	Performance awards	3,526		9,025		10,822		18,329		Performance awards	9,014		7,296
Employee stock purchase plan	Employee stock purchase plan	994		990		1,955		1,926		Employee stock purchase plan	1,071		961
Total	Total	$	22,158	$	24,924	$	46,897	$	44,613	Total	$	28,674	$	24,739

Total stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Operations for the three ~~and six~~ month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019,~~May 2, 2020, is as follows:


		Three Months Ended						Six Months Ended							Three Months Ended
Statements of Operations Classification ($000)	Statements of Operations Classification ($000)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019		Statements of Operations Classification ($000)	May 1, 2021		May 2, 2020
Cost of goods sold	Cost of goods sold	$	11,849	$	13,812	$	24,515	$	26,934	Cost of goods sold	$	14,672	$	12,666
Selling, general and administrative	Selling, general and administrative	10,309		11,112		22,382		17,679		Selling, general and administrative	14,002		12,073
Total	Total	$	22,158	$	24,924	$	46,897	$	44,613	Total	$	28,674	$	24,739

The tax benefits related to stock-based compensation expense for the three ~~and six~~ month periods ended ~~August~~May 1, 2021 and May 2, 2020 were ~~$4.8~~$5.3 million and ~~$10.2 million, respectively. The tax benefits related to stock-based compensation expense for the three and six month periods ended August 3, 2019 were $5.0 million and $8.7~~$5.4 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 six~~ month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019,~~May 2, 2020, shares purchased by the Company for tax withholding totaled ~~308~~386,966 and ~~349,821, and 14,627 and 570,624,~~349,513, 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 performance ~~goal~~goals 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 ~~August~~May 1, ~~2020,~~2021, shares related to unvested restricted stock and performance share awards totaled ~~4.1~~3.8 million shares. A summary of restricted stock and performance share award activity for the ~~six~~three month period ended ~~August~~May 1, ~~2020,~~2021, 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 1, 2020		4,394	$	76.20
Unvested at January 30, 2021					Unvested at January 30, 2021	4,230	$	85.15
Awarded	Awarded	605	97.70		Awarded	567	121.60
Released	Released	(905)	61.29		Released	(961)	73.80
Forfeited	Forfeited	(14)	79.87		Forfeited	(4)	86.18
Unvested at August 1, 2020		4,080	$	82.68
Unvested at May 1, 2021					Unvested at May 1, 2021	3,832	$	93.42

The unamortized compensation expense at ~~August~~May 1, ~~2020,~~2021, was ~~$152.4~~$223.1 million, which is expected to be recognized over a weighted-average remaining period of ~~2.2~~2.4 years. The unamortized compensation expense at ~~August 3, 2019,~~May 2, 2020, was ~~$165.2~~$209.5 million, which was expected to be recognized over a weighted-average remaining period of ~~2.3~~2.4 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"~~(“EPS”) and diluted EPS. Basic EPS is computed by dividing net earnings (loss) by the 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 number of common shares and dilutive common stock equivalents outstanding during the 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 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~~and performance share awards are anti-dilutive.

For the three month period ended ~~August~~May 1, ~~2020,~~2021, approximately ~~628,900~~17,400 weighted-average shares were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for the period ~~presented~~.presented. For the ~~six~~three month period ended ~~August 1,~~May 2, 2020, basic and diluted EPS were the same due to the ~~Company's~~Company’s net loss.For the three and six month periods ended August 3, 2019, approximately 10,500 and 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.

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


		Three Months Ended										Six Months Ended									Three Months Ended
Shares in (000s)	Shares in (000s)	Basic EPS		Effect of dilutive common stock equivalents		Diluted EPS		Basic EPS		Effect of dilutive common stock equivalents		Diluted EPS		Shares in (000s)	Basic EPS		Effect of dilutive common stock equivalents		Diluted EPS
August 1, 2020
May 1, 2021														May 1, 2021
Shares	Shares	352,276		1,956		354,232		352,239		0		352,239		Shares	352,988		2,379		355,367
Amount	Amount	$	0.06	$	0	$	0.06	$	(0.81)	$	0	$	(0.81)	Amount	$	1.35	$	(0.01)	$	1.34

August 3, 2019
May 2, 2020														May 2, 2020
Shares	Shares	359,794		2,280		362,074		361,439		2,568		364,007		Shares	352,202		0		352,202
Amount	Amount	$	1.15	$	(0.01)	$	1.14	$	2.31	$	(0.02)	$	2.29	Amount	$	(0.87)	$	0	$	(0.87)

Note E: Debt

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


($000)	($000)	August 1, 2020		February 1, 2020		August 3, 2019		($000)	May 1, 2021		January 30, 2021		May 2, 2020
$800 million revolving credit facility	$800 million revolving credit facility	$	800,000	$	0	$	0	$800 million revolving credit facility	$	0	$	0	$	800,000
Other short-term debt financing	Other short-term debt financing	2,507		0		0		Other short-term debt financing	0		0		5,000
Total short-term debt	Total short-term debt	$	802,507	$	0	$	0	Total short-term debt	$	0	$	0	$	805,000

6.530% Series B Senior Notes due 2021	6.530% Series B Senior Notes due 2021	$	64,868	$	64,963	$	64,953	6.530% Series B Senior Notes due 2021	$	64,937	$	64,910	$	64,968
3.375% Senior Notes due 2024	3.375% Senior Notes due 2024	248,146		247,928		247,712		3.375% Senior Notes due 2024	248,476		248,365		248,037
4.600% Senior Notes due 2025	4.600% Senior Notes due 2025	693,991		0		0		4.600% Senior Notes due 2025	694,940		694,624		693,676
0.875% Senior Notes due 2026								0.875% Senior Notes due 2026	493,898		493,595		0
4.700% Senior Notes due 2027	4.700% Senior Notes due 2027	395,124		0		0		4.700% Senior Notes due 2027	239,153		239,049		394,953
4.800% Senior Notes due 2030	4.800% Senior Notes due 2030	394,759		0		0		4.800% Senior Notes due 2030	132,304		132,262		394,635
1.875% Senior Notes due 2031								1.875% Senior Notes due 2031	494,271		494,132		0
5.450% Senior Notes due 2050	5.450% Senior Notes due 2050	489,407		0		0		5.450% Senior Notes due 2050	146,166		146,148		489,345
Total long-term debt	Total long-term debt	$	2,286,295	$	312,891	$	312,665	Total long-term debt	$	2,514,145	$	2,513,085	$	2,285,614

Less: current portion								Less: current portion	64,937		64,910		0
Total due beyond one year								Total due beyond one year	$	2,449,208	$	2,448,175	$	2,285,614

Revolving credit ~~facilities.~~ ~~In July 2019, the Company entered into a~~facilities.The Company's $800 million unsecured revolving ~~credit facility, which replaced the Company’s previous $600 million unsecured revolving credit facility. This 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 and is payable quarterly and upon maturity. The revolving credit facility may be extended, at the ~~Company's~~Company’s option, for up to 2 additional one year periods, subject to customary conditions.

In March 2020, the Company borrowed $800 million available under its revolving credit facility. ~~The~~Interest on the loan ~~bears interest at~~was based on LIBOR plus 0.875% ~~(currently~~(or 1.76%). ~~As of 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~~May 1, ~~2020,~~2021, the Company was in compliance with these amended covenants.

13In October 2020, the Company repaid in full the $800 million it borrowed under the unsecured revolving credit facility. As a result, the Company currently has 0 borrowings or standby letters of credit outstanding under this facility as of May 1, 2021, and the $800 million credit facility remains in place and available.

In May 2020, the Company also entered into an additional $500 million 364-day senior revolving credit facility which ~~expires~~was scheduled to expire in April 2021. ~~Interest on borrowings under~~In October 2020, the Company terminated 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, thesenior revolving credit facility. The Company had 0 borrowings under ~~this facility and the $500 million~~that credit facility ~~remains in place and available.~~

The new revolving credit facility is subject to the same minimum liquidity and Consolidated Adjusted Debt to EBITDAR ratio financial 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 August 1, 2020, the Company was in compliance with these covenants.at any time.

Senior notes. As of ~~August~~May 1, ~~2020,~~2021, 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 a rate of 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~~Company’s existing revolving credit ~~facilities.~~facility. As of ~~August~~May 1, ~~2020~~2021, the Company was in compliance with these covenants.

As of ~~August~~May 1, ~~2020,~~2021, 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~~4 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~~In October 2020, the Company accepted for repurchase approximately $775 million in aggregate principal amount of the senior notes issued in April 2020, pursuant to cash tender offers as follows: $351 million of the 2050 Notes, $266 million of the 2030 Notes, and $158 million of the ~~Series B~~2027 Notes. The Company paid approximately $1.003 billion in aggregate consideration (including transaction costs, and accrued and unpaid interest) and recorded an approximately $240 million loss on the early extinguishment for the accepted senior notes.

In October 2020, the Company issued an aggregate of $1.0 billion in unsecured senior notes in 2 tenors as follows: 0.875% Senior Notes due April 2026 (the “2026 Notes”) with an aggregate principal amount of $500 million and 1.875% Senior Notes due April 2031 (the “2031 Notes”) with an aggregate principal amount of $500 million. Cash proceeds, net of discounts and other issuance costs, were approximately $987.2 million. Interest on the 2026 and 2031 Notes is payable semi-annually beginning April 2021. The Company used the net proceeds from the offering of the 2026 and 2031 Notes to fund the purchase of the accepted senior notes from its tender offers.

As of May 1, 2021, January 30, 2021, and May 2, 2020, total unamortized discount and debt issuance costs were $25.8 million, $26.9 million, and $29.4 million, respectively, and were classified as a reduction of Long-term debt.

All of the Senior Notes are ~~all~~ subject to prepayment penalties for early payment of principal.

As of ~~August~~May 1, ~~2020, February 1, 2020,~~2021 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~~January 30, 2021, the aggregate fair value of the 68 outstanding series of Senior Notes was approximately $2.7 billion and $2.8 billion, asrespectively. As of ~~August 1, 2020. The~~May 2, 2020, the aggregate fair value of the 26 then outstanding series of Senior Notes was approximately ~~$335 million and $332 million as of February 1, 2020 and August 3, 2019, respectively.~~$2.5 billion. 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~~May 1, ~~2020~~2021 and ~~August 3, 2019:~~May 2, 2020:


		Three Months Ended						Six Months Ended							Three Months Ended
($000)	($000)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019		($000)	May 1, 2021		May 2, 2020
Interest expense on long-term debt	Interest expense on long-term debt	$	28,331	$	3,283	38,512		$	6,566	Interest expense on long-term debt	$	22,194	$	10,181
Interest expense on short-term debt	Interest expense on short-term debt	3,599		0		5,296		0		Interest expense on short-term debt	0		1,697
Other interest expense	Other interest expense	1,031		227		1,309		540		Other interest expense	330		278
Capitalized interest	Capitalized interest	(3,349)		(1,118)		(5,503)		(1,883)		Capitalized interest	(3,239)		(2,154)
Interest income	Interest income	(757)		(7,174)		(4,093)		(15,640)		Interest income	(236)		(3,336)
Interest expense (income), net		$	28,855	$	(4,782)	$	35,521	$	(10,417)
Interest expense, net										Interest expense, net	$	19,049	$	6,666

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 2020 to the five prior tax ~~years.~~years, respectively. Subsequently, the Consolidated Appropriations Act of 2021 (“CAA”) and the American Rescue Plan Act (“ARPA”) were signed into law on December 27, 2020 and March 11, 2021, respectively. The CAA and ARPA made several changes to business tax provisions, including increasing and extending the employee retention credits through December 31, 2021, extending certain employment-related tax credits through December 31, 2025, and limiting certain executive compensation deductions, effective fiscal 2027.

The ~~Company's~~Company’s effective tax rates for the three month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019,~~May 2, 2020, were approximately ~~61%~~24% and ~~25%~~35%, respectively. The ~~increase~~decrease in the effective tax rate of ~~36%~~11% for the three month period ended ~~August~~May 1, ~~2020~~2021 compared to the three month period ended ~~August 3, 2019~~May 2, 2020 was primarily due to fluctuations in pre-tax earnings ~~partially offset by~~(loss) and an enhanced loss benefit from carrying back projected net operating losses from fiscal 2020 to fiscal 2015 which had a ~~revaluation of deferred taxes related to the CARES Act.~~35% U.S. federal tax rate. 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~~uncertain tax positions.

As of ~~August~~May 1, ~~2020, February 1, 2020,~~2021, January 30, 2021, and ~~August 3, 2019,~~May 2, 2020, the reserves for unrecognized tax benefits were ~~$71.6~~$71.7 million, ~~$67.1~~$67.9 million, and ~~$88.4~~$68.8 million, inclusive of ~~$8.5~~$8.7 million, ~~$7.2~~$7.7 million, and ~~$14.9~~$8.0 million of related interest and penalties, respectively. In November 2019, the Company resolved uncertain tax positions with a tax authority. As a result, the Company recognized a decrease in reserves for tax positions in prior periods of $16.2 million, inclusive of $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, ~~$56.8~~$57.2 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~~$10.6 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.

The Company is open to audit by the Internal Revenue Service under the statute of limitations for fiscal years ~~2016~~2017 through ~~2019.~~2020. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years ~~2015~~2016 through ~~2019.~~2020. Certain state tax returns are currently under audit by various tax authorities. The Company does not expect the results of these audits to have a material impact on the condensed consolidated financial statements.

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 ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019,~~May 2, 2020, the related condensed consolidated statements of operations, comprehensive income (loss), ~~and stockholders'~~stockholders’ equity, ~~for the~~ ~~three and six month periods ended August 1, 2020 and August 3, 2019,~~ and cash flows for the ~~six~~three month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3, 2019~~May 2, 2020, 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 1, 2020,~~January 30, 2021, 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 March ~~31, 2020,~~30, 2021, we expressed an unqualified opinion on those consolidated financial 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 1, 2020~~January 30, 2021 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~~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

~~September~~June 9, ~~2020~~2021

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,~~“Forward-Looking Statements” and also those in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for ~~2019.~~2020. 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, in our previous Quarterly Report on Form 10-Q for the first quarter of fiscal 2019, and in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for ~~2019.~~2020. 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 ~~1,566~~1,589 locations in 3940 states, the District of Columbia and Guam as of ~~August~~May 1, ~~2020.~~2021. 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 ~~266~~277 dd’s DISCOUNTS stores in 2021 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~~Results 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.Operations

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 ofSales for the first quarter of fiscal 2021 benefited considerably from a combination of government stimulus payments, ongoing vaccine rollouts throughout the United States, easing of COVID restrictions on business hours and ~~25 percent~~customer capacity, pent-up consumer demand, and strong execution of our merchandising strategies. During the ~~second quarter). We expect material adverse effects~~quarter, we also experienced expense pressures from ~~the pandemic to continue for an extended period~~higher freight and wages, as well as ongoing COVID-related operating costs 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, withapproximately 35 basis points, the vast majority of which impacted our ~~store locations open~~selling, general 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.~~administrative expenses (“SG&A”).

~~The temporary closure of~~It is difficult to predict the lasting impact from the factors that benefited 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 ofresults for the first quarter ~~below cost inventory valuation charge.~~of fiscal 2021, in particular the recent government stimulus payments. In addition, there continues to be uncertainty surrounding the ~~weeks after reopening, trends were negatively impacted from depleted store inventory levels while we were ramping up our buying~~COVID-19 pandemic, including its unknown duration, and ~~distribution capabilities.~~the potential for future resurgences and new virus variants, and its potential impact on consumer demand.

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~~this quarterly report, and ~~suspended quarterly dividends in May 2020, a~~nd 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~~reports throughout fiscal 2021, we will compare 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~~to fiscal 2020 and also to fiscal 2019. We believe the extended closure of our operations in ~~each interim period,~~the spring of 2020, and ~~potentially beyond.~~

~~Results~~the disruptions caused by COVID-19 throughout fiscal 2020, make fiscal 2019 a more useful and relevant basis for comparison in assessing our ongoing results of ~~Operations~~

operations. T

~~The~~he following table summarizes the financial results for the three ~~and six~~ month periods ended ~~August~~May 1, 2021, May 2, 2020, and ~~August 3,~~May 4, 2019:


		Three Months Ended												Six Months Ended																Three Months Ended
		August 1, 2020				August 3, 2019				August 1, 2020				August 3, 2019								May 1, 2021				May 2, 2020				May 4, 2019
Sales	Sales																	Sales
Sales (millions)	Sales (millions)	$	2,685			$	3,980			$	4,527			$	7,777			Sales (millions)	$	4,516			$	1,843			$	3,797
Sales (decline) growth		(32.5		%)		6.5		%		(41.8		%)		6.1		%
Comparable store sales (decline) growth		(12		%)	¹	3		%	³	n/a			²	2		%	³

Comparable store sales growth																		Comparable store sales growth	13.0		%	1	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	77.4		%		71.4		%		87.7		%		71.3		%		Cost of goods sold	70.8		%		102.6		%		71.2		%
Selling, general and administrative	Selling, general and administrative	19.4		%		14.9		%		20.6		%		14.8		%		Selling, general and administrative	15.0		%		22.5		%		14.7		%
Interest expense (income), net	Interest expense (income), net	1.1		%		(0.1		%)		0.8		%		(0.1		%)		Interest expense (income), net	0.4		%		0.4		%		(0.2		%)

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		%		Earnings (loss) before taxes (as a percent of sales)	13.8		%		(25.5		%)		14.3		%

Net earnings (loss) (as a percent of sales)	Net earnings (loss) (as a percent of sales)	0.8		%		10.4		%		(6.3		%)		10.7		%		Net earnings (loss) (as a percent of sales)	10.6		%		(16.6		%)		11.1		%
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.
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.
1 Amount shown is for the first quarter of fiscal 2021 compared to the first quarter of fiscal 2019. Comparable store sales for this purpose represents sales from stores that were open at the end of fiscal 2018, plus new stores opened in fiscal 2019, less stores closed in fiscal 2019 and fiscal 2020.																		1 Amount shown is for the first quarter of fiscal 2021 compared to the first quarter of fiscal 2019. Comparable store sales for this purpose represents sales from stores that were open at the end of fiscal 2018, plus new stores opened in fiscal 2019, less stores closed in fiscal 2019 and fiscal 2020.
2 Given that stores were open for less than seven weeks of the 13-week period ended May 2, 2020, the comparable store sales metric is not meaningful.																		2 Given that stores were open for less than seven weeks of the 13-week period ended May 2, 2020, the comparable store sales metric is not meaningful.
3 Amount shown is for the first quarter of fiscal 2019 compared to the first quarter of fiscal 2018 for stores that have been open for more than 14 complete months.																		3 Amount shown is for the first quarter of fiscal 2019 compared to the first quarter of fiscal 2018 for stores that have been open for more than 14 complete months.

Stores. In response to the impacts and uncertainties from the COVID-19 pandemic, we ~~have reduced our~~ planned ~~new store openings for fiscal 2020. We did not~~to open ~~any~~approximately 60 new stores in fiscal 2021. Our opening plans for fiscal 2021, were set in 2020 during the ~~second quarter~~onset of ~~fiscal 2020, and plan~~the pandemic when it was impossible to ~~open about 39 stores in~~predict when the ~~fiscal third quarter.~~health crisis would subside. Looking forward to 2022, we expect to return to our historical annual opening program of approximately 100 new stores. 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			Six Months Ended				Three Months Ended
Store Count	Store Count	August 1, 2020	August 3, 2019	August 1, 2020	August 3, 2019	Store Count	May 1, 2021	May 2, 2020	May 4, 2019
Beginning of the period	Beginning of the period	1,832	1,745	1,805	1,717	Beginning of the period	1,859	1,805	1,717
Opened in the period	Opened in the period	—	28	27	56	Opened in the period	7	27	28
Closed in the period	Closed in the period	—	(1)	—	(1)	Closed in the period	—	—	—
End of the period	End of the period	1,832	1,772	1,832	1,772	End of the period	1,866	1,832	1,745

Sales. Sales for the three month period ended ~~August~~May 1, ~~2020, decreased $1.3~~2021 increased $2.7 billion, or ~~32.5%~~145.1%, compared to the three month period ended ~~August 3,~~May 2, 2020. This was primarily due to all store locations being open throughout the first quarter of fiscal 2021, compared to all store locations being closed for approximately 50 percent of the first quarter of fiscal 2020. Sales for the three month period ended May 1, 2021 also benefited from the government stimulus payments, ongoing vaccine rollouts, easing of COVID restrictions, pent-up consumer demand, and strong execution of our merchandising strategies.

Sales for the three month period ended May 1, 2021 increased $719.4 million, or 18.9%, compared to the three month period ended May 4, 2019. This was primarily due to a 13% increase in comparable store sales (comparing the ~~negative impact from store closures during the period and~~ ~~COVID-19's negative impact on customer demand. We opened 60 net new stores between August 3, 2019 and August 1, 2020. The sales from these stores partially offset the sales decline while the stores were open in the period.~~

~~Sales for the six month period ended August 1, 2020, decreased $3.2 billion, or 41.8%, compared~~first quarter of fiscal 2021 to the ~~six month~~same period ~~ended August 3, 2019. This~~in fiscal 2019) which was ~~primarily due to the negative impact from store closures during the period~~mainly driven by a combination of government stimulus payments, ongoing vaccine rollouts, easing of COVID restrictions, pent-up consumer demand, and ~~COVID-19's negative impact on customer demand. We opened 60 net new stores between August 3, 2019 and August 1, 2020. The sales from these stores partially offset the sales decline while the stores were open in the period.~~

strong execution of our

1918

~~Comparable store sales.~~ ~~Due~~merchandising strategies. Sales also increased due to the ~~temporary closing~~opening of ~~all our~~121 net new 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~~between May 4, 2019 and May 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~~2021.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 six~~ month periods ended ~~August~~May 1, 2021, May 2, 2020, and ~~August 3,~~May 4, 2019 is shown below:


		Three Months Ended								Six Months Ended								Three Months Ended
		August 1, 2020		¹	August 3, 2019		August 1, 2020		¹	August 3, 2019			May 1, 2021		May 2, 2020		1	May 4, 2019
Home Accents and Bed and Bath	Home Accents and Bed and Bath	25	%		23	%	26	%		24	%	Home Accents and Bed and Bath	27	%	27	%		25	%
Ladies	Ladies	25	%		27	%	25	%		27	%	Ladies	24	%	25	%		27	%
Accessories, Lingerie, Fine Jewelry, and Cosmetics												Accessories, Lingerie, Fine Jewelry, and Cosmetics	14	%	13	%		13	%
Shoes	Shoes	14	%		14	%	14	%		14	%	Shoes	13	%	14	%		14	%
Men's		14	%		15	%	13	%		14	%
Accessories, Lingerie, Fine Jewelry, and Fragrances		13	%		13	%	13	%		13	%
Children's		9	%		8	%	9	%		8	%
Men’s												Men’s	13	%	12	%		13	%
Children’s												Children’s	9	%	9	%		8	%
Total	Total	100	%		100	%	100	%		100	%	Total	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 month period ended May 2, 2020 represents sales through the temporary closure of all stores on March 20, 2020.												1 Sales mix for the three month period ended May 2, 2020 represents sales through the temporary closure of all stores on March 20, 2020.

~~Our historic~~We intend to address the competitive climate for off-price apparel and home goods by pursuing and refining our existing strategies and ~~store expansion program have contributed~~by continuing to strengthen our ~~sales gains~~merchant organization, diversify our merchandise mix, and more fully develop our systems to improve regional and local merchandise offerings.

We are optimistic about our prospects for the remainder of fiscal 2021, based on our recent results and the ongoing improvements in the ~~past.~~macro-economic environment, bolstered by vaccination progress and the easing of pandemic-related restrictions. However, ~~given~~it is difficult to predict the ~~impacts~~lasting impact from the ~~COVID-19 pandemic on~~factors that benefited our sales results for the first ~~half~~quarter of fiscal ~~2020, and~~2021, in particular the ~~significant ongoing impacts and uncertainties, including~~benefit from 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), werecent government stimulus payments. We cannot be sure that 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 month period ended ~~August~~May 1, ~~2020, decreased~~2021 increased ~~$763.7 million~~$1.3 billion compared to the ~~same~~three month period ~~in the prior year,~~ended May 2, 2020, primarily due to ~~lower~~higher sales ~~resulting from the negative impact from the temporary store closures~~ in the ~~period, COVID-19's negative impact on customer demand, and~~first quarter of fiscal 2021, given that all our store locations were open throughout the ~~$174 million partial reversal~~first quarter of fiscal 2021, whereas all our store locations were closed for approximately 50 percent 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 higher markdowns to clear aged and seasonal inventory, expenditures for COVID-19 related measures, and higher packaway-related expenses.~~fiscal 2020.

Cost of goods sold for the ~~six~~three month period ended ~~August~~May 1, ~~2020, decreased~~ ~~$1.6 billion~~2021 increased $496.7 million compared to the ~~same~~three month period ~~in the prior year, mainly~~ended May 4, 2019, primarily due to higher sales due to the ~~lower~~opening of 121 net new stores between May 4, 2019 and May 1, 2021, and a 13% increase in comparable store sales.

Cost of goods sold as a percentage of sales ~~from~~for the ~~closing~~three month period ended May 1, 2021 decreased approximately 35 basis points compared to the three month period ended May 4, 2019, primarily due to an 85 basis point improvement in merchandise margin and leverage of all store locations starting on March 20, 2020 through a 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 associates60 basis points in ~~our distribution centers and some associates in our buying offices.~~occupancy costs. These ~~decreases~~increases were partially offset by a 75 basis point increase in freight costs, mainly driven by ongoing industry-wide supply chain congestion, a 25 basis point increase in distribution expenses primarily due to higher ~~markdowns used~~wages, and a 10 basis point increase in buying costs. We expect higher supply chain costs to ~~clear aged and seasonal inventory, expenditures for COVID-19 related measures, and higher packaway-related expenses.~~continue throughout fiscal 2021.

Selling, general and administrative expenses. For the three month period ended ~~August~~May 1, ~~2020,~~2021, selling, general and administrative expenses ("(“SG~~&A"~~&A”) ~~decreased $72.5~~increased $259.7 million compared to the ~~same~~three month period ~~in the prior year, mainly~~ended May 2, 2020. This increase was primarily due to all our store ~~closures~~locations being open throughout the first quarter of fiscal 2021, compared to all our store locations being closed for approximately 50 percent of the first quarter of fiscal 2020.

For the three month period ended May 1, 2021, SG&A increased $116.8 million compared to the three month period ended May 4, 2019, primarily due to higher sales due to the opening of 121 net new stores between May 4, 2019 and ~~payroll-related cost reduction measures~~May 1, 2021, a 13% increase 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~~comparable store sales, net COVID-related operating ~~expenses, partially offset by COVID-related~~ expenses for supplies, cleaning, and payroll related to additional safety ~~protocols.~~protocols, and higher incentive compensation costs due to better-than-expected results.

Selling, general and administrative expenses as a percentage of sales for the three month period ended May 1, 2021 increased 25 basis points compared to the three month period ended May 4, 2019, primarily due to net COVID-related

For the six month period ended August 1, 2020, SG&A decreased $215.4 million compared to the same period in the prior year, mainly due to 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 ~~expenses, partially offset by payments to associates while our stores were closed net of the expected employee retention credits under the CARES Act, and COVID-related~~ expenses for supplies, cleaning, and payroll related to additional safety ~~protocols.~~protocols, and to higher incentive compensation costs due to better-than-expected results. We expect our operating costs to continue to reflect ongoing COVID-related expenses and also higher wages.

Interest expense (income), net. Interest expense, ~~(income),~~ net for the three ~~and six~~ month ~~periods~~period ended ~~August~~May 1, ~~2020,~~2021 increased ~~$33.6~~$12.4 million ~~and $45.9 million, respectively,~~ compared to the same ~~periods~~period in the prior year. ~~These increases were~~This increase was primarily due to higher interest expense on long-term debt due to the issuance of ~~$2.0 billion of~~ Senior Notes in April 2020 and October 2020 (net of repurchases in October 2020 of a portion of the Senior Notes that were issued in April 2020) and lower interest income due to lower interest rates, ~~and higher~~partially offset by the elimination of interest expense on short-term debt due to the ~~draw down on~~repayment of our $800 million revolving credit facility in ~~March~~October 2020and higher capitalized interest primarily related to the construction of our Brookshire, Texas distribution center.

Interest expense (income), net for the three month period ended May 1, 2021 increased $24.7 million compared to the three month period ended May 4, 2019. This increase was primarily due to higher interest expense on long-term debt due to the issuance of Senior Notes in April 2020 and October 2020, and to lower interest income due to lower interest rates, partially offset by higher capitalized interest primarily related to the construction of our Brookshire, Texas distribution center.

Interest expense (income), net for the three ~~and six~~ month periods ended ~~August~~May 1, 2021, May 2, 2020, and ~~August 3,~~May 4, 2019 consists of the following:


		Three Months Ended						Six Months Ended							Three Months Ended
($000)	($000)	August 1, 2020		August 3, 2019		August 1, 2020		August 3, 2019		($000)	May 1, 2021		May 2, 2020		May 4, 2019
Interest expense on long-term debt	Interest expense on long-term debt	$	28,331	$	3,283	$	38,512	$	6,566	Interest expense on long-term debt	$	22,194	$	10,181	$	3,283
Interest expense on short-term debt	Interest expense on short-term debt	3,599		—		5,296		—		Interest expense on short-term debt	—		1,697		—
Other interest expense	Other interest expense	1,031		227		1,309		540		Other interest expense	330		278		313
Capitalized interest	Capitalized interest	(3,349)		(1,118)		(5,503)		(1,883)		Capitalized interest	(3,239)		(2,154)		(765)
Interest income	Interest income	(757)		(7,174)		(4,093)		(15,640)		Interest income	(236)		(3,336)		(8,466)
Interest expense (income), net	Interest expense (income), net	$	28,855	$	(4,782)	$	35,521	$	(10,417)	Interest expense (income), net	$	19,049	$	6,666	$	(5,635)

Taxes on earnings (loss). Our effective tax rates for the three month periods ended May 1, 2021, May 2, 2020, and May 4, 2019 were approximately 24%, 35%, and 22%, respectively. The decrease in the effective tax rate of 11% for the three month period ended May 1, 2021 compared to the three month period ended May 2, 2020 was primarily due to fluctuations in pre-tax earnings (loss) and an enhanced loss benefit from carrying back projected net operating losses from fiscal 2020 to to fiscal 2015 which had a 35% U.S. federal tax rate. The increase in the effective tax rate of 2% for the three month period ended May 1, 2021 compared to the three month period ended May 4, 2019 was primarily due to a lower amount of tax credits recognized in the three month period ended May 1, 2021 compared to the three month period ended May 4, 2019. Our 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, tax credits, and uncertain tax positions.

~~Our effective tax rates for~~, the ~~three month periods ended August 1,~~Consolidated Appropriations Act of 2021 (“CAA”) and the American Rescue Plan Act (“ARPA”) were signed into law on December 27, 2020 and ~~August 3, 2019, were approximately 61% and 25%,~~March 11, 2021, respectively. The ~~increase in~~CAA and ARPA made several changes to business tax provisions, including increasing and extending the employee retention credits through December 31, 2021, extending certain employment-related tax credits through December 31, 2025, and limiting certain executive compensation deductions, 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. Our 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 o~~f 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.fiscal 2027.

Net ~~income~~earnings (loss). Net ~~income~~earnings as a percentage of sales for the three month period ended ~~August~~May 1, ~~2020~~2021 was ~~$22.0 million~~10.6% compared to ~~$412.7 million~~the net loss as a percentage of sales of (16.6)% for the three month period ended ~~August 3, 2019. The decrease~~May 2, 2020. Net earnings as a percentage of ~~$390.7 million~~sales was higher primarily due to ~~the~~ lower cost of goods sold and lower SG&A expense as a percentage of 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~~partially offset by ~~the $174 million partial reversal of the first quarter below cost inventory valuation charge),~~higher taxes on earnings and higher ~~expenditures for COVID-19 related measures~~.interest expense.

Net ~~loss~~earnings as a percentage of sales for the ~~six~~three month ~~period~~periods ended ~~August~~May 1, ~~2020~~2021 and May 4, 2019 was ~~$(283.8) million compared~~10.6% and 11.1%, respectively. Net earnings as a percentage of sales was lower primarily due to ~~net income of $833.9 million for the six month period ended August 3, 2019 primarily due to the lower sales from the closing of all store locations starting~~higher interest expense, higher SG&A expense, and higher taxes on ~~March 20, 2020 through a portion of 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 COVID-19 related measures,~~earnings, partially offset by~~income tax benefits.~~ lower cost of goods sold.

Earnings (loss) per share. Diluted earnings per share for the three month period ended May 1, 2021 was $1.34, compared to diluted loss per share of $(0.87), for the three month period ended May 2, 2020. The $2.21 increase in the diluted earnings per share was primarily due to all our store locations being open throughout the first quarter of fiscal 2021, compared to all our store locations being closed for approximately 50 percent of the first quarter of fiscal 2020.

Diluted earnings per share for the three month periods ended ~~August~~May 1, ~~2020~~2021 and ~~August 3,~~May 4, 2019 were ~~$0.06~~$1.34 and ~~$1.14,~~$1.15, respectively. The ~~(95)% decrease~~17% increase in diluted earnings per share for the ~~three month period~~

~~ended August 1, 2020, was attributable to~~ ~~the~~ threelower 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~~May 1, ~~2020, compared to diluted 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~~2021, was primarily attributable to ~~the lower sales~~13% increase in net earnings and 4% 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~~reduction in weighted-average diluted shares outstanding, largely due to ~~clear aged and seasonal inventory,~~ ~~payments to associates while~~stock repurchases under our ~~stores were closed net of the expected employee retention credits under the CARES Act, and~~ ~~higher expenditures for COVID-19 related measures,~~ ~~partially offset byincome tax benefit~~s.previous stock repurchase program.

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.

~~In addition, we suspended our stock repurchase program in March 2020 and suspended quarterly dividends in May 2020, a~~nd 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.

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 ~~have been~~are 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 ~~used~~use cash to pay dividends, to repay debt as it becomes due, and to repurchase stock under ~~our~~active stock repurchase ~~program and to pay dividends, and we may use cash for the repayment of debt as it becomes due.~~programs.

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),


	Three Months Ended
($000)	May 1, 2021		May 2, 2020		May 4, 2019
Cash provided by (used in) operating activities	$	752,820	$	(1,058,442)	$	508,987
Cash used in investing activities	(136,937)		(139,729)		(95,112)
Cash (used in) provided by financing activities	(142,834)		2,517,127		(459,437)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	$	473,049	$	1,318,956	$	(45,562)

In this report, we ~~anticipate interruptions to~~compare our cash flows from ~~operations. We anticipate~~operating activities to fiscal 2020 and fiscal 2019, as we believe fiscal 2019 is a more useful and relevant basis of comparison given that our stores were open for full 13-week periods in fiscal 2021 and fiscal 2019. Our cash flows from investing and financing activities are compared to fiscal 2020, given the continued construction of our Brookshire, Texas distribution center and the significant financing actions we ~~will be required~~ took in fiscal 2020 to ~~rely more on~~preserve our ~~cash reserves~~financial liquidity and ~~we expect~~enhance our financial flexibility in response to ~~carefully monitor and manage our cash position in light of ongoing conditions and levels of operations.~~

the COVID-19 pandemic.

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 ~~$172.4 million~~$0.8 billion for the ~~six~~three month period ended ~~August~~May 1, ~~2020.~~2021. This was primarily driven by ~~lower merchandise receipts as we closely managed inventory levels~~net earnings excluding non-cash expenses for depreciation and amortization, and higher accounts payable leverage. Net cash used ~~packaway inventory to replenish our stores.~~in operating activities was $1.1 billion for the three month period ended May 2, 2020. This was ~~partially offset~~primarily driven by ~~merchandise payments for receipts prior to the shutdown of our operations and~~ the net loss due to the ~~lower~~lack of sales from the closing of all store locations starting on March 20, 2020 through ~~a portion~~the end of the ~~second quarter.~~ first quarter of fiscal 2020 and merchandise payments for receipts prior to the shutdown of our operations. Net cash provided by operating activities was ~~$1.1~~$0.5 billion for the ~~six~~three month period ended ~~August 3,~~May 4, 2019 and was primarily driven by net earnings excluding non-cash expenses for depreciation and amortization.

The ~~decrease~~increase in cash flow from operating activities for the ~~six~~three month period ended ~~August~~May 1, ~~2020,~~2021, compared to the same period in the prior year was primarily driven by net earnings in the current year versus a net loss due to ~~lower~~the lack of sales from the closing of all store locations starting on March 20, 2020 through ~~a portion~~the end of the ~~second~~first quarter ~~(compared to net earnings last year), partially offset by~~of fiscal 2020, and higher accounts payable leverage. Accounts payable leverage (defined as accounts payable divided by merchandise inventory) was ~~90%~~152%, ~~71%~~150%, and ~~74%~~40% as of ~~August~~May 1, 2021, January 30, 2021, and May 2, 2020, ~~February 1, 2020, and August 3, 2019,~~ respectively. The increase in accounts payable leverage from the prior year was primarily driven by ~~lower packaway inventory, lower merchandise receipts, and~~ extended payment ~~terms.~~terms and timing of receipts.

The increase in cash flow from operating activities for the three month period ended May 1, 2021, compared to the three month period ended May 4, 2019 was primarily driven by higher accounts payable leverage and higher net earnings. Accounts payable leverage was 152% and 71% as of May 1, 2021 and May 4, 2019, respectively. The increase in accounts payable leverage as of May 1, 2021 compared to as of May 4, 2019 was primarily driven by extended payment terms and timing of receipts.

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 purchases, but typically packaway remains in storage less than six 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 ~~August~~May 1, 2021, packaway inventory was 34% of total inventory compared to 38% at the end of fiscal 2020, which reflects our use of a substantial amount of packaway merchandise to support our increased level of sales. As of May 2, 2020, packaway inventory was ~~25%~~42% of total inventory compared to 46% at the end of fiscal 2019. As of ~~August 3,~~May 4, 2019, packaway inventory was ~~43%~~44% of total inventory compared to 46% at the end of fiscal 2018.

Investing Activities

Net cash used in investing activities was ~~$250.0~~$136.9 million and ~~$249.8~~$139.7 million for the ~~six~~three month periods ended ~~August~~May 1, 2021 and May 2, 2020, respectively, and ~~August 3, 2019, respectively, primarily~~was related to our capital expenditures.

~~Our capital expenditures were $250.0 million and $250.3 million for the six month periods ended August 1, 2020 and August 3, 2019, respectively.~~ Our capital expenditures include costs to build, expand, and improve distribution 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.

~~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 ~~2020~~2021 are projected to be approximately ~~$420 million, compared to our original plan of approximately $730 million~~$700 million.. Our ~~remaining,~~ planned capital expenditures are expected to be used ~~to fund commitments related to the~~for continued construction of our Brookshire, Texas distribution center, costs for fixtures and leasehold improvements to open planned new Ross and dd’s DISCOUNTS 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 the draw down on our $800 million credit facility.~~cash.

Financing Activities

Net cash used in financing activities was $142.8 million for the three month period ended May 1, 2021. Net cash provided by financing activities was $2.5 billion for the ~~six~~three month period ended ~~August 1,~~May 2, 2020. ~~Net cash used in financing activities was $868.3 million for the six month period ended August 3, 2019.~~ The ~~increase~~decrease in cash provided by financing activities for the ~~six~~three month period ended ~~August~~May 1, ~~2020,~~2021, compared to the ~~six~~three month period ended ~~August 3, 2019,~~ May 2, 2020, was primarily due to the completion of our ~~$2.0 billion~~ public debt ~~offering,~~offerings, net of refinancing costs, draw down on our $800 million revolving credit facility, and the suspension of our share repurchases ~~and dividends~~ in the ~~second~~first quarter of fiscal 2020.

~~In July 2019, we entered into an~~Revolving credit facilities. Our $800 million unsecured revolving ~~credit facility, which replaced our previous $600 million unsecured revolving credit facility. 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 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~~Interest on the loan ~~bears interest at~~was based on LIBOR plus 0.875% (~~currently~~or 1.76%). ~~As of~~ ~~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~~May 1, ~~2020,~~2021, we were in compliance with these amended covenants.

In October 2020, we repaid in full the $800 million we borrowed under the unsecured revolving credit facility. As a result, we currently have no borrowings or standby letters of credit outstanding under this facility, and the $800 million credit facility remains in place and available.

In May 2020, we entered into an additional $500 million 364-day senior revolving credit facility which ~~expires~~was scheduled to expire in April 2021. ~~Interest on borrowings under~~In October 2020, we terminated 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, wesenior revolving credit facility. We had no borrowings under ~~this facility, and the $500 million~~that credit facility ~~remains in place and available.~~

The new revolving credit facility is subject to the same minimum liquidity and Consolidated Adjusted Debt to EBITDAR ratio financial 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 August 1, 2020, we were in compliance with 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.~~at any time.

We 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 acqu~~ired 0.3 million~~Senior notes. 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 balances, bank credit lines, and trade credit are adequate to meet our near-term operating cash needs and to fund our planned capital investments.

~~Contractual Obligations and Off-Balance Sheet Arrangements~~

~~The table below presents our significant contractual obligations as of 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 $ 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 August 1, 2020.~~

~~Senior notes.~~ As of 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 6.530%. 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 our existing revolving credit facilities~~. As of August 1, 2020, we were in compliance with these covenants.~~

~~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.~~

~~All our~~In October 2020, we accepted for repurchase approximately $775 million in aggregate principal amount of the senior notes ~~are subject~~issued in April 2020, pursuant to ~~prepayment penalties~~cash tender offers as follows: $351 million of the 2050 Notes, $266 million of the 2030 Notes, and $158 million of the 2027 Notes. We paid approximately $1.003 billion in aggregate consideration (including transaction costs, and accrued and unpaid interest) and recorded an approximately $240 million loss on the early extinguishment for ~~early payment of principal.~~the accepted senior notes.

In October 2020, we issued an aggregate of $1.0 billion in unsecured senior notes in two tenors as follows: 0.875% Senior Notes due April 2026 (the “2026 Notes”) with an aggregate principal amount of $500 million and 1.875% Senior Notes due April 2031 (the “2031 Notes”) with an aggregate principal amount of $500 million. Cash proceeds, net of discounts and other issuance costs, were approximately $987.2 million. Interest on ~~these~~the 2026 and 2031 Notes is payable semi-annually beginning April 2021. We used the net proceeds from the offering of the 2026 and 2031 Notes to fund the purchase of the accepted senior notes ~~is included in interest payment obligations in the table above.~~from our tender offers.

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 facility. As of May 1, 2021, we were in compliance with these covenants.

Other financing activities. In March 2019, our Board of Directors approved a two-year $2.55 billion stock repurchase program through fiscal 2020. Due to the economic uncertainty stemming from the severe impact of the COVID-19 pandemic, we suspended our stock repurchase program in March 2020, at which time we had repurchased $1.407 billion under the two-year $2.55 billion stock repurchase program. On May 19, 2021, our Board of Directors authorized a new program to repurchase up to $1.5 billion of our common stock through fiscal 2022, with plans to buy back $650 million in fiscal 2021 and $850 million in fiscal 2022.

We did not repurchase any shares of common stock for the three month period ended May 1, 2021. We repurchased 1.2 million shares of common stock for aggregate purchase price of approximately $132.5 million during the three month period ended May 2, 2020. We also acquired 0.4 million and 0.3 million shares of treasury stock under our employee stock equity compensation programs, for aggregate purchase prices of approximately $47.4 million and $32.3 million during the three month periods ended May 1, 2021 and May 2, 2020, respectively.

In May 2021, the Company’s Board of Directors declared a cash dividend of $0.285 per common share, payable on June 30, 2021. On March 2, 2021, our Board of Directors declared a quarterly cash dividend of $0.285 per common share, payable on March 31, 2021. Our most recent prior quarterly dividend was a quarterly cash dividend of $0.285 per common share declared by our Board of Directors in March 2020. In May 2020, we temporarily suspended our quarterly dividends, due to the economic uncertainty stemming from the COVID-19 pandemic. Our Board of Directors declared quarterly cash dividends of $0.255 per common share in March, May, August, and November 2019, respectively.

For the three month periods ended May 1, 2021 and May 2, 2020, we paid cash dividends of $101.5 million and $101.4 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 credit facility, and other credit sources to meet our capital and liquidity requirements, including lease and interest payment obligations.

We estimate that existing cash and cash equivalent balances, cash flows from operations, bank credit facility, and trade credit are adequate to meet our 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.

Contractual Obligations and Off-Balance Sheet Arrangements

The table below presents our significant contractual obligations as of May 1, 2021:


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

Recorded contractual obligations:
Senior notes	$	65,000	$	—	$	1,450,000	$	1,024,991	$	2,539,991

Operating leases	626,273		1,192,873		779,504		579,022		3,177,672
New York buying office ground lease2	5,883		14,066		14,178		938,666		972,793
Unrecorded contractual obligations:
Real estate obligations3	6,741		39,814		41,582		132,019		220,156
Interest payment obligations	84,560		160,631		115,775		279,202		640,168
Purchase obligations4	4,747,617		13,394		1,158		—		4,762,169
Total contractual obligations	$	5,536,074	$	1,420,778	$	2,402,197	$	2,953,900	$	12,312,949

1 We have a $69.2 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 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.
4 Purchase 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 May 1, 2021.

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 some of our insurance obligations. We have also used standby letters of credit outside of our revolving credit facility to collateralize some of our trade payable obligations. As of ~~August~~May 1, ~~2020, February 1, 2020,~~2021, January 30, 2021, and ~~August 3, 2019,~~May 2, 2020, we had $~~4.2~~3.3 million, ~~$4.2~~$15.3 million, and ~~$5.5~~$4.2 million, respectively, in standby letters of credit outstanding and $~~56.7~~56.5 million, ~~$56.0~~$56.1 million, and ~~$55.9~~$56.6 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 $~~10.7~~18.4 million, ~~$11.2~~$16.3 million, and ~~$28.2~~$5.9 million in trade letters of credit outstanding at ~~August~~May 1, ~~2020, February 1, 2020,~~2021, January 30, 2021, and ~~August 3, 2019,~~May 2, 2020, respectively.

Dividends. In May ~~2020, we announced~~2021, the ~~suspension~~Company’s Board of ~~our quarterly dividends.~~Directors declared a cash dividend of $0.285 per common share, payable on June 30, 2021.

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. ~~Given the global economic climate~~The ongoing uncertainties and ~~additional or unforeseen effects~~potential impacts from the COVID-19 pandemic increase the challenge of making these ~~estimates are more challenging, and~~estimates; actual results could differ materially from our estimates. During the ~~second~~first quarter of fiscal ~~2020,~~2021, 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 1, 2020.~~January 30, 2021.

See Note A to the Condensed Consolidated Financial Statements - Summary of Significant Accounting Policies (Recently Adopted Accounting Standards) for information regarding our adoption of 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, capital expenditures, and other matters. These forward-looking statements reflect our then-current beliefs, 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,” “looking 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:

•The uncertainties and potential for ~~further~~the recurrence of significant business disruptions arising from the ~~recent and 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.

•Impacts from the macro-economic environment, financial and credit markets, 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 new store openings.

•Our need to expand in existing markets and enter new geographic markets in order to achieve 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.

•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.

•An 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 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 ~~August~~May 1, ~~2020.~~2021.

Interest that is payable on our revolving credit ~~facilities~~facility is based on variable interest rates and is, therefore, affected by changes in market interest rates. As of ~~August~~May 1, ~~2020,~~2021, 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~~credit facility.

As of ~~August~~May 1, ~~2020,~~2021, we have outstanding ~~six~~eight series of unsecured Senior Notes. Interest that is payable on 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 negative 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 six month periods~~period ended ~~August~~May 1, ~~2020.~~2021. 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 ~~second~~first fiscal quarter of ~~2020~~2021 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 ~~second~~first fiscal quarter of ~~2020.~~2021.

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.

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ITEM 1A. RISK FACTORS

See Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended ~~February 1, 2020~~January 30, 2021 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 ~~second~~first quarter of fiscal ~~2020~~2021 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
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


	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
February
(1/31/2021 - 2/27/2021)	480	$111.29	—	$	—
March
(2/28/2021 - 4/03/2021)	386,486	$122.46	—	$	—
April
(4/04/2021 - 5/1/2021)	—	$0.00	—	$	—
Total	386,966	$122.44	—	$	—

¹We acquired ~~308~~386,966 shares of treasury stock during the quarter ended ~~August~~May 1, ~~2020,~~2021, which relates to shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. 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 and to manage liquidity, we suspended our stock repurchase program as of March 2020. We ~~have no plans to~~did not purchase any additional shares for the remainder of the fiscal ~~year.~~2020, at which time the program expired.

On May 19, 2021, our Board of Directors authorized a new program to repurchase up to $1.5 billion of our common stock through fiscal 2022, with plans to buy back $650 million in fiscal 2021 and $850 million in fiscal 2022.

3127

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			~~First Amendment to Note Purchase~~Form of Executive Employment Agreement ~~dated as~~for Executive Officers (CA).

10.2			Form of ~~June 30, 2020.~~Executive Employment Agreement for Executive Officers (NON-CA).

10.3			Employment Agreement effective March 16, 2021 between Barbara Rentler and Ross Stores, Inc.

10.4			Employment Agreement effective March 16, 2021 between Travis Marquette and Ross Stores, Inc.

15			Letter re: Unaudited Interim Financial Information from Deloitte & Touche LLP dated ~~September~~June 9, 202 ~~, 2020.~~1 .

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.

101.INS			XBRL Instance Document. (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

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.)

3228

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:

~~September~~June 9, ~~2020~~2021

By:

/s/Travis R. Marquette

Travis R. Marquette

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

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	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