The following discussion should be read in conjunction with the condensed
consolidated financial statements and the footnotes thereto included elsewhere
in this report, as well as the financial and other information included in our
Annual Report on Form 10-K for the year ended January 30, 2021. Due to the
significant impact of COVID-19 on prior year figures, the information that
follows will include certain comparisons to 2019 to provide additional context.

EXECUTIVE OVERVIEW



In March 2020, the World Health Organization declared the outbreak of a novel
coronavirus (COVID-19) as a pandemic, which continues to impact the United
States and global economies. The COVID-19 pandemic has had and may continue to
have a significant impact on the Company's business, results of operations and
financial position. The Company began closing stores on March 19, 2020 as
mandated by state and local governments, and by April 9, 2020, all of the
Company's brick-and-mortar store locations were temporarily closed to the
public. Our eCommerce capabilities allowed us to use our closed store locations
(with limited staffing) to fill orders from our Internet store.

During the month ended May 30, 2020 (fiscal May), we re-opened most of our
full-line stores, and by June 2, 2020 all Dillard's store locations had been
re-opened. Following our re-opening, a very small number of our locations were
temporarily closed to in-store shopping due to government mandate. All stores
are currently open and are operating at reduced hours from fiscal 2019 operating
hours.

The Company's performance for the three months ended May 1, 2021 improved
significantly compared to the three months ended May 2, 2020. Total retail sales
increased approximately 73% over the first quarter of 2020, as the arrival of
vaccinations and release of stimulus money combined with warmer weather during
the first quarter of 2021 were catalysts in addition to the re-opening of
stores. Due to the temporary closure of the Company's brick-and-mortar stores
during the three months ended May 2, 2020 as well as the interdependence between
in-store and online sales, the Company reported no comparable store sales data
for the three months ended May 1, 2021 compared to the three months ended May 2,
2020. Retail gross margin increased to a record 42.6% during the three months
ended May 1, 2021 compared to 12.8% during the three months ended May 2, 2020,
primarily due to decreased markdowns. The Company reduced inventory by
approximately 17% compared to the prior year first quarter. Selling, general and
administrative expenses increased to $336.6 million compared to $290.4 million
from the prior year first quarter primarily due to increases in payroll expense,
which was driven by the re-opening of our retail store locations. The Company
reported net income of $158.2 million (a record $7.25 per share) compared to a
net loss of $162.0 million ($6.94 per share) for the prior year first quarter.

Included in net income for the three months ended May 1, 2021 is a pretax gain
on disposal of assets of $24.7 million ($19.2 million after tax or $0.88 per
share) primarily related to the sale of three store properties. Included in the
net loss for the three months ended May 2, 2020 is a net tax benefit of $14.8
million ($0.63 per share) related to The Coronavirus Aid, Relief and Economic
Security Act ("CARES Act"), signed into law on March 27, 2020, which allowed for
net operating loss carryback to years in which the federal income tax rate was
35%.

During the three months ended May 1, 2021, the Company purchased $58.8 million
of its outstanding Class A Common Stock under its stock repurchase plan
authorized by the Company's Board of Directors in March 2018 (the "March 2018
Plan"). As of May 1, 2021, authorization of $114.3 million remained under the
March 2018 Plan. On May 15, 2021, the Company announced that its Board of
Directors approved a new stock repurchase program authorizing the Company to
repurchase up to $500 million of its Class A Common Stock.

As of May 1, 2021, the Company had working capital of $1,019.8 million
(including cash and cash equivalents of $615.9 million) and $565.9 million of
total debt outstanding, excluding finance lease liabilities and operating lease
liabilities, with no scheduled maturities until the end of fiscal 2022.  Cash
flows provided by operating activities were $302.4 million for the three months
ended May 1, 2021.

The Company maintained 281 Dillard's stores, including 31 clearance centers, and an internet store at May 1, 2021.


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Key Performance Indicators

We use a number of key indicators of financial condition and operating performance to evaluate our business, including the following:

Three Months Ended


                                                                            May 1,               May 2,
                                                                             2021                 2020
Net sales (in millions)                                                 $   1,328.5          $     786.7
Retail stores sales trend                                                        73  %               (47) %

Gross profit (in millions)                                              $     554.5          $      98.2
Gross profit as a percentage of net sales                                      41.7  %              12.5  %
Retail gross profit as a percentage of net sales                               42.6  %              12.8  %

Selling, general and administrative expenses as a percentage of net sales

                                                                      25.3  %              36.9  %
Cash flow provided by (used in) operations (in millions)                $     302.4          $    (111.1)
Total retail store count at end of period                                       281                  285
Retail sales per square foot                                            $        28          $        16
Retail store inventory trend                                                    (17) %               (14) %
Annualized retail merchandise inventory turnover                                2.5                  1.6



General

Net sales. Net sales includes merchandise sales of comparable and non-comparable
stores and revenue recognized on contracts of CDI Contractors, LLC ("CDI"), the
Company's general contracting construction company.  Comparable store sales
includes sales for those stores which were in operation for a full period in
both the most recently completed quarter and the corresponding quarter for the
prior fiscal year, including our internet store.  Comparable store sales
excludes changes in the allowance for sales returns.  Non-comparable store sales
includes: sales in the current fiscal year from stores opened during the
previous fiscal year before they are considered comparable stores; sales from
new stores opened during the current fiscal year; sales in the previous fiscal
year for stores closed during the current or previous fiscal year that are no
longer considered comparable stores; sales in clearance centers; and changes in
the allowance for sales returns.

Sales occur as a result of interaction with customers across multiple points of
contact, creating an interdependence between in-store and online sales. Online
orders are fulfilled from both fulfillment centers and retail stores.
Additionally, online customers have the ability to buy online and pick up
in-store. Retail in-store customers have the ability to purchase items that may
be ordered and fulfilled from either a fulfillment center or another retail
store location. Online customers may return orders via mail, or customers may
return orders placed online to retail store locations. Customers who earn reward
points under the private label credit card program may earn and redeem rewards
through in-store or online purchases.

Service charges and other income. Service charges and other income includes
income generated through the long-term marketing and servicing alliance with
Wells Fargo Bank, N.A. ("Wells Fargo Alliance"). Other income includes rental
income, shipping and handling fees, gift card breakage and lease income on
leased departments.
Cost of sales. Cost of sales includes the cost of merchandise sold (net of
purchase discounts, non-specific margin maintenance allowances and merchandise
margin maintenance allowances), bankcard fees, freight to the distribution
centers, employee and promotional discounts, shipping to customers and direct
payroll for salon personnel. Cost of sales also includes CDI contract costs,
which comprise all direct material and labor costs, subcontract costs and those
indirect costs related to contract performance, such as indirect labor, employee
benefits and insurance program costs.
Selling, general and administrative expenses. Selling, general and
administrative expenses include buying, occupancy, selling, distribution,
warehousing, store and corporate expenses (including payroll and employee
benefits), insurance, employment taxes, advertising, management information
systems, legal and other corporate level expenses.  Buying expenses consist of
payroll, employee benefits and travel for design, buying and merchandising
personnel.

Depreciation and amortization. Depreciation and amortization expenses include depreciation and amortization on property and equipment.


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Rentals. Rentals includes expenses for store leases, including contingent rent,
data processing and other equipment rentals and office space leases.

Interest and debt expense, net. Interest and debt expense includes interest, net
of interest income and capitalized interest, relating to the Company's unsecured
notes, subordinated debentures and borrowings under the Company's credit
agreement.  Interest and debt expense also includes the amortization of
financing costs and interest on finance lease obligations.

Other expense. Other expense includes the interest cost and net actuarial loss components of net periodic benefit costs related to the Company's unfunded, nonqualified defined benefit plan and charges related to the write-off of deferred financing fees, if any.



Gain on disposal of assets.  Gain on disposal of assets includes the net gain or
loss on the sale or disposal of property and equipment, as well as gains from
insurance proceeds in excess of the cost basis of insured assets, if any.

LIBOR



On March 5, 2021, the U.K. Financial Conduct Authority, which regulates LIBOR,
announced that all LIBOR settings will either cease to be provided by any
administrator or no longer be representative: (a) immediately after December 31,
2021, in the case of the 1-week and 2-month U.S. dollar settings; and (b)
immediately after June 30, 2023, in the case of the remaining U.S. dollar
settings. Going forward, we intend to work with our lenders to use a suitable
alternative reference rate for the 2021 amended credit agreement, the Wells
Fargo Alliance and any other applicable agreements. We will continue to monitor,
assess and plan for the phase out of LIBOR.

Seasonality



Our business, like many other retailers, is subject to seasonal influences, with
a significant portion of sales and income typically realized during the last
quarter of our fiscal year due to the holiday season.  Because of the
seasonality of our business, results from any quarter are not necessarily
indicative of the results that may be achieved for a full fiscal year.

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RESULTS OF OPERATIONS

The following table sets forth the results of operations as a percentage of net sales for the periods indicated (percentages may not foot due to rounding):


                                                         Three Months Ended
                                                        May 1,            May 2,
                                                         2021              2020
Net sales                                                    100.0  %     100.0  %
Service charges and other income                               2.2          4.4

                                                             102.2        104.4

Cost of sales                                                 58.3         87.5
Selling, general and administrative expenses                  25.3         

36.9


Depreciation and amortization                                  3.5          

6.5


Rentals                                                        0.4          

0.7


Interest and debt expense, net                                 0.9          1.6
Other expense                                                  0.4          0.3
Gain on disposal of assets                                    (1.9)           -

Income (loss) before income taxes                             15.3        (29.0)
Income taxes (benefit)                                         3.4         (8.4)

Net income (loss)                                             11.9  %     (20.6) %



Net Sales
                                    Three Months Ended
                                  May 1,          May 2,
(in thousands of dollars)          2021            2020         $ Change
Net sales:
Retail operations segment      $ 1,296,736      $ 751,027      $ 545,709
Construction segment                31,807         35,628         (3,821)
Total net sales                $ 1,328,543      $ 786,655      $ 541,888



The percent change in the Company's sales by segment and product category for
the three months ended May 1, 2021 compared to the three months ended May 2,
2020 as well as the sales percentage by segment and product category to total
net sales for the three months ended May 1, 2021 are as follows:
                                        % Change          % of
                                       2021 - 2020      Net Sales
Retail operations segment
Cosmetics                                   60.0  %          14  %
Ladies' apparel                             74.4             23
Ladies' accessories and lingerie            81.2             15
Juniors' and children's apparel             84.5             11
Men's apparel and accessories               81.9             17
Shoes                                       63.4             15
Home and furniture                          47.0              3
                                                             98
Construction segment                       (10.7)             2
Total                                                       100  %


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Net sales from the retail operations segment increased $545.7 million, or
approximately 73%, during the three months ended May 1, 2021 compared to the
three months ended May 2, 2020, primarily due to the impact of the COVID-19
pandemic. The Company reported no comparable store sales data for the quarter
due to the temporary closure of its brick-and-mortar stores as well as the
interdependence between in-store and online sales during the three months ended
May 2, 2020. Sales in all product categories increased significantly over the
first quarter last year.

Compared to the first quarter of fiscal 2019, net sales from the retail
operations segment for the three months ended May 1, 2021 and May 4, 2019 were
$1,296.7 million and $1,420.5 million, respectively, decreasing $123.8 million
or approximately 9%. Net sales in comparable stores for the three months ended
May 1, 2021 and May 4, 2019 declined approximately 6%.

We recorded a return asset of $12.4 million and $8.2 million and an allowance for sales returns of $23.1 million and $12.4 million as of May 1, 2021 and May 2, 2020, respectively.



During the three months ended May 1, 2021, net sales from the construction
segment decreased $3.8 million or 10.7% compared to the three months ended
May 2, 2020 due to a decrease in construction activity. The remaining
performance obligations related to executed construction contracts totaled $54.4
million as of May 1, 2021, decreasing approximately 29% from January 30, 2021
and decreasing approximately 63% from May 2, 2020, respectively. We expect these
remaining performance obligations to be earned over the next nine to eighteen
months.

Service Charges and Other Income


                                                                                         Three Months Ended                    Three Months
                                                                                                                                                   $ Change 2021
(in thousands of dollars)                                                        May 1, 2021           May 2, 2020                                    -

2020


Service charges and other income:
Retail operations segment
Income from Wells Fargo Alliance                                                $    17,707          $     20,800                                  $   (3,093)
Shipping and handling income                                                          8,480                11,567                                      (3,087)
Leased department income                                                                  3                   372                                        (369)
Other                                                                                 2,424                 1,748                                         676
                                                                                     28,614                34,487                                      (5,873)
Construction segment                                                                    378                   434                                         (56)
Total service charges and other income                                          $    28,992          $     34,921                                  $   (5,929)



Service charges and other income is composed primarily of income from the Wells
Fargo Alliance. Income from the alliance decreased $3.1 million during the three
months ended May 1, 2021 compared to the three months ended May 2, 2020
primarily due to decreases in finance charges. Shipping and handling income
decreased $3.1 million during the three months ended May 1, 2021 compared to the
three months ended May 2, 2020 primarily due to an increase in online orders in
2020 as customer shopping patterns shifted to dillards.com as COVID-19 infection
levels increased and brick-and-mortar stores were temporarily closed.

Compared to the first quarter of fiscal 2019, shipping and handling income for
the three months ended May 1, 2021 and May 4, 2019 was $8.5 million and $6.1
million, respectively, increasing $2.4 million or 39.5%.

Leased department income consisted primarily of commissions from a principal
licensed department of an upscale women's apparel vendor located in certain
stores. By the end of July 2020, our agreement with this principal licensed
department had been terminated. We expect future leased department income to be
minimal.

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Gross Profit

(in thousands of dollars)         May 1, 2021       May 2, 2020       $ Change       % Change
Gross profit:
Three months ended
Retail operations segment        $    553,001      $     96,034      $ 456,967        475.8  %
Construction segment                    1,453             2,152           (699)       (32.5)
Total gross profit               $    554,454      $     98,186      $ 456,268        464.7  %



                                                                 Three Months Ended
                                                            May 1, 2021    

May 2, 2020 Gross profit as a percentage of segment net sales: Retail operations segment

                                           42.6  %          12.8  %
Construction segment                                                 4.6    

6.0


Total gross profit as a percentage of net sales                     41.7    

12.5





Gross profit, as a percentage of sales, increased to 41.7% from 12.5% during the
three months ended May 1, 2021 compared to the three months ended May 2, 2020,
respectively.

Gross profit from retail operations, as a percentage of sales, increased to
42.6% from 12.8% during the three months ended May 1, 2021 compared to the three
months ended May 2, 2020, respectively, primarily due to increased markdowns
taken during the first quarter of fiscal 2020 as a result of the impact of the
COVID-19 pandemic as well as better inventory management and customer demand
leading to decreased markdowns in the first quarter of fiscal 2021. Gross margin
increased significantly in all product categories except cosmetics which
increased moderately.

Compared to the first quarter of fiscal 2019, gross profit from retail
operations, as a percentage of sales, increased 489 basis points of sales to
42.6% during the three months ended May 1, 2021 compared to 37.8% during the
three months ended May 4, 2019 primarily due to better inventory management and
customer demand leading to decreased markdowns in the first quarter of fiscal
2021.

Gross profit from the construction segment decreased 147 basis points of construction sales for the three months ended May 1, 2021 compared to the three months ended May 2, 2020.

Inventory decreased 17% in total as of May 1, 2021 compared to May 2, 2020.

A

1% change in the dollar amount of markdowns would have impacted net income by approximately $2 million for the three months ended May 1, 2021.

Selling, General and Administrative Expenses ("SG&A")



(in thousands of dollars)         May 1, 2021       May 2, 2020       $ Change      % Change
SG&A:
Three months ended
Retail operations segment        $    335,143      $    288,557      $ 46,586         16.1  %
Construction segment                    1,471             1,889          (418)       (22.1)
Total SG&A                       $    336,614      $    290,446      $ 46,168         15.9  %



                                                         Three Months Ended
                                                    May 1, 2021         May 2, 2020
SG&A as a percentage of segment net sales:
Retail operations segment                                   25.8  %          38.4  %
Construction segment                                         4.6            

5.3


Total SG&A as a percentage of net sales                     25.3             36.9



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SG&A decreased to 25.3% of sales during the three months ended May 1, 2021
compared to 36.9% of sales during the three months ended May 2, 2020, while
increasing $46.2 million.  SG&A from retail operations decreased to 25.8% of
sales for the three months ended May 1, 2021 compared to 38.4% of sales for the
three months ended May 2, 2020, while increasing $46.6 million. The increase in
SG&A dollars was primarily due to increases in payroll expense and related
payroll taxes.

Payroll expense and related payroll taxes for the three months ended May 1, 2021
was $225.4 million compared to $183.8 million for the three months ended May 2,
2020, increasing $41.5 million. During the first quarter of fiscal 2020, the
Company (a) furloughed store associates as stores temporarily closed due to the
COVID-19 pandemic and furloughed associates in certain corporate and support
facility functions and (b) reduced payroll expense by $4.2 million through the
employee retention credit available under the CARES Act.

Compared to the first quarter of fiscal 2019, SG&A from retail operations for
the three months ended May 1, 2021 and May 4, 2019 were $335.1 million (25.8% of
sales) and $403.3 million (28.4% of sales), decreasing $68.1 million primarily
due to decreases in payroll expense and related payroll taxes. During the first
quarter of fiscal 2021, stores were operating at reduced operating hours from
the first quarter of fiscal 2019, requiring fewer sales associates.

Depreciation and Amortization



(in thousands of dollars)                  May 1, 2021       May 2, 2020       $ Change      % Change
Depreciation and amortization:
Three months ended
Retail operations segment                 $     46,338      $     50,732      $ (4,394)        (8.7) %
Construction segment                                70               169           (99)       (58.6)
Total depreciation and amortization       $     46,408      $     50,901

$ (4,493) (8.8) %

Depreciation and amortization expense decreased $4.5 million during the three months ended May 1, 2021 compared to the three months ended May 2, 2020 primarily due to the timing and composition of capital expenditures.



Interest and Debt Expense, Net
(in thousands of dollars)                                          May 1, 2021           May 2, 2020           $ Change               % Change
Interest and debt expense (income), net:
Three months ended
Retail operations segment                                        $     11,550          $     12,291          $     (741)                    (6.0) %
Construction segment                                                      (15)                  (21)                  6                     28.6
Total interest and debt expense, net                             $     11,535          $     12,270          $     (735)                    (6.0) %



Net interest and debt expense decreased $0.7 million and total weighted average
debt decreased by $265.4 million during the three months ended May 1, 2021
compared to the three months ended May 2, 2020 primarily due to a decrease of
short term borrowings under the credit facility.

Other Expense

(in thousands of dollars)         May 1, 2021       May 2, 2020       $ Change      % Change
Other expense:
Three months ended
Retail operations segment        $      4,964      $      2,104      $  2,860        135.9  %
Construction segment                        -                 -             -            -
Total other expense              $      4,964      $      2,104      $  2,860        135.9  %



Other expense increased $2.9 million during the three months ended May 1, 2021
compared to the three months ended May 2, 2020 primarily due to the write-off of
certain deferred financing fees in connection with the amendment and extension
of the Company's secured revolving credit facility.

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Gain on Disposal of Assets
       (in thousands of dollars)               May 1, 2021       May 2, 

2020 $ Change

Gain on disposal of assets:

Three months ended


       Retail operations segment              $    (24,673)     $       

(18) $ (24,655)


       Construction segment                              -                (1)             1

Total gain on disposal of assets $ (24,673) $ (19) $ (24,654)

During the three months ended May 1, 2021, the Company recorded proceeds of $29.3 million primarily from the sale of three store properties, resulting in a gain of $24.7 million that was recorded in gain on disposal of assets.

Income Taxes



The Company's estimated federal and state effective income tax rate was
approximately 22.2% and 29.0% for the three months ended May 1, 2021 and May 2,
2020, respectively. During the three months ended May 1, 2021, income tax
expense differed from what would be computed using the statutory federal income
tax rate primarily due to the effects of state and local income taxes and
federal tax credits.

The Company was in a net operating loss position for the fiscal year ended
January 30, 2021. The Coronavirus Aid, Relief and Economic Security ("CARES")
Act, signed into law on March 27, 2020, allows for net operating loss carryback
to years in which the statutory federal income tax rate was 35% rather than the
current 21%. During the three months ended May 2, 2020, income tax benefit
differed from what would be computed using the current statutory federal income
tax rate of 21% primarily due to the recognition of a net tax benefit of $14.8
million related to the rate differential in the carryback year. Income tax
benefit for the quarter also included the effects of state and local income
taxes and federal tax credits.

The Company expects the fiscal 2021 federal and state effective income tax rate
to approximate 22% to 23%. This rate may change if results of operations for
fiscal 2021 differ from management's current expectations. Changes in the
Company's assumptions and judgments can materially affect amounts recognized in
the condensed consolidated financial statements.


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FINANCIAL CONDITION

A summary of net cash flows for the three months ended May 1, 2021 and May 2,
2020 follows:
                                                                                Three Months Ended
(in thousands of dollars)                                                May 1, 2021           May 2, 2020            $ Change
Operating Activities                                                   $    

302,413 $ (111,125) $ 413,538 Investing Activities

                                                         14,183               (19,904)              34,087
Financing Activities                                                        (61,015)              (76,054)              15,039
Total Increase (Decrease) in Cash and Cash Equivalents                 $    

255,581 $ (207,083) $ 462,664





Net cash flows from operations increased $413.5 million during the three months
ended May 1, 2021 compared to the three months ended May 2, 2020 due to
significant increases in net income, primarily due to increases in gross profit
and changes in working capital. Compared to the first quarter of fiscal 2019,
net cash flows from operations for the three months ended May 1, 2021 and May 4,
2019 were $302.4 million and $48.4 million, respectively, increasing $254.0
million.

Wells Fargo owns and manages the Dillard's private label cards under the Wells
Fargo Alliance. Under the Wells Fargo Alliance, Wells Fargo establishes and owns
private label card accounts for our customers, retains the benefits and risks
associated with the ownership of the accounts, provides key customer service
functions, including new account openings, transaction authorization, billing
adjustments and customer inquiries, receives the finance charge income and
incurs the bad debts associated with those accounts.

Pursuant to the Wells Fargo Alliance, we receive ongoing cash compensation from
Wells Fargo based upon the portfolio's earnings. The compensation received from
the portfolio is determined monthly and has no recourse provisions. The amount
the Company receives is dependent on the level of sales on Wells Fargo accounts,
the level of balances carried on Wells Fargo accounts by Wells Fargo customers,
payment rates on Wells Fargo accounts, finance charge rates and other fees on
Wells Fargo accounts, the level of credit losses for the Wells Fargo accounts as
well as Wells Fargo's ability to extend credit to our customers. We participate
in the marketing of the private label cards, which includes the cost of customer
reward programs. The Wells Fargo Alliance expires in fiscal 2024.

The Company received income of $17.7 million and $20.8 million from the Wells
Fargo Alliance during the three months ended May 1, 2021 and May 2, 2020,
respectively.  The Company cannot reasonably predict whether there will be any
ongoing impact or the magnitude of any such impact of the COVID-19 pandemic on
the portfolio's future earnings and the ongoing cash compensation from the Wells
Fargo Alliance.

During the three months ended May 1, 2021, the Company received proceeds from
insurance of $1.8 million for claims filed for merchandise losses related to
storm damage incurred at two stores.

Capital expenditures were $16.9 million and $20.2 million for the three months
ended May 1, 2021 and May 2, 2020, respectively. The capital expenditures were
primarily related to equipment purchases and the continued construction of two
new stores during the current year. The Company has announced plans to open a
new store at Mesa Mall in Grand Junction, Colorado during the Fall of 2021
(105,000 square feet). The Company has also announced plans to open a new store
at University Place in Orem, Utah in the Spring of 2022 (160,000 square feet).
Both opportunities arose from peer closures at those centers.

During the three months ended May 1, 2021, the Company received cash proceeds of
$29.3 million and recorded a related gain of $24.7 million, primarily from the
sale of three store properties: (1) a 120,000 square foot location at Cortana
Mall in Baton Rouge, Louisiana, which was permanently closed and sold; (2) a
200,000 square foot location at Paradise Valley Mall in Phoenix, Arizona, which
was sold and is expected to close during our second fiscal quarter and (3) a
non-operating store property in Knoxville, Tennessee. There were no material
costs associated with any of these store closures. We remain committed to
closing under-performing stores where appropriate and may incur future closing
costs related to such stores when they close.

During the three months ended May 1, 2021, the Company received proceeds from
insurance of $1.8 million for claims filed for building losses related to storm
damage incurred at two stores.

The Company had cash on hand of $615.9 million as of May 1, 2021.  During the
first quarter of fiscal 2020 and as part of our overall liquidity management
strategy and for peak working capital requirements, the Company maintained an
unsecured
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credit facility that provided a borrowing capacity of $800 million with a $200
million expansion option ("credit agreement"). As part of the Company's
liquidity strategy during the COVID-19 pandemic, in March 2020, the Company
borrowed $779 million under the credit agreement.

The credit agreement was amended in April 2020 and became secured by certain
deposit accounts of the Company and certain inventory of certain subsidiaries
(the "2020 amended credit agreement"). The borrowings of $779 million were
repaid concurrent with the execution of the 2020 amended credit agreement.
During the three months ended May 2, 2020, the Company paid $2.9 million in
issuance costs related to the 2020 amended credit agreement, which were recorded
in other assets on the condensed consolidated balance sheet.

In April 2021, the Company further amended its secured credit agreement (the
"2021 amended credit agreement"). See Note 7, Revolving Credit Agreement, in the
"Notes to Condensed Consolidated Financial Statements," in Part I, Item I hereof
for additional information. During the three months ended May 1, 2021, the
Company paid $2.7 million in issuance costs related to the 2021 amended credit
agreement, which were recorded in other assets on the condensed consolidated
balance sheet, and the Company recognized a loss on the early extinguishment of
debt of $2.8 million for the write-off of certain remaining deferred financing
fees related to the previous amended secured credit agreement. This charge was
recorded in other expense on the condensed consolidated statement of operations.

At May 1, 2021, no borrowings were outstanding, and letters of credit totaling $20.1 million were issued under the 2021 amended credit agreement leaving unutilized availability under the credit facility of $779.9 million.



During the three months ended May 1, 2021, the Company repurchased 0.6 million
shares of Class A Common Stock at an average price of $94.12 per share for $58.8
million (including the accrual of $4.0 million of share repurchases that had not
settled as of May 1, 2021) under the Company's March 2018 Plan. During the three
months ended May 2, 2020, the Company repurchased 1.0 million shares of Class A
Common Stock at an average price of $61.91 per share for $61.8 million under the
Company's March 2018 Plan. Additionally, the Company paid $7.3 million for share
repurchases that had not yet settled but were accrued at February 1, 2020. At
May 1, 2021, $114.3 million of authorization remained under the March 2018 Plan.
The ultimate disposition of the repurchased stock has not been determined. See
Note 8, Stock Repurchase Programs, in the "Notes to Condensed Consolidated
Financial Statements," in Part I, Item I hereof for additional information.
The COVID-19 pandemic has had and may continue to have a significant impact on
the Company's business, results of operations and financial position. Because
there is still significant uncertainty around the effects of the COVID-19
pandemic on the Company's business operations, our profitability and liquidity
may be further impacted if we are unable to appropriately manage our inventory
levels and expenses relative to any change in consumer demand.
The Company expects to finance its operations during fiscal 2021 from cash on
hand, cash flows generated from operations and utilization of the credit
facility. Depending upon our actual and anticipated sources and uses of
liquidity, the Company will from time to time consider other possible financing
transactions, the proceeds of which could be used to fund working capital or for
other corporate purposes.
There have been no material changes in the information set forth under caption
"Commercial Commitments" in Item 7,  Management's Discussion and Analysis of
Financial Condition and Results of Operations, in the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 2021.

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OFF-BALANCE-SHEET ARRANGEMENTS

The Company has not created, and is not party to, any special-purpose entities
or off-balance-sheet arrangements for the purpose of raising capital, incurring
debt or operating the Company's business.  The Company does not have any
off-balance-sheet arrangements or relationships that are reasonably likely to
materially affect the Company's financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or the availability of capital resources.


NEW ACCOUNTING STANDARDS

For information with respect to new accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2, Accounting Standards, in the "Notes to Condensed Consolidated Financial Statements," in Part I, Item I hereof.

FORWARD-LOOKING INFORMATION



This report contains certain forward-looking statements.  The following are or
may constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995: (a) statements including words such as
"may," "will," "could," "should," "believe," "expect," "future," "potential,"
"anticipate," "intend," "plan," "estimate," "continue," or the negative or other
variations thereof; (b) statements regarding matters that are not historical
facts; and (c) statements about the Company's future occurrences, plans and
objectives, including statements regarding management's expectations and
forecasts for the remainder of fiscal 2021 and beyond, statements concerning the
opening of new stores or the closing of existing stores, statements concerning
capital expenditures and sources of liquidity, statements regarding the expected
impact of the COVID-19 pandemic and related government responses, including the
CARES Act and other subsequently-enacted COVID-19 stimulus packages, statements
concerning share repurchases, statements concerning pension contributions,
statements regarding the expected phase out of LIBOR and statements concerning
estimated taxes. The Company cautions that forward-looking statements contained
in this report are based on estimates, projections, beliefs and assumptions of
management and information available to management at the time of such
statements and are not guarantees of future performance. The Company disclaims
any obligation to update or revise any forward-looking statements based on the
occurrence of future events, the receipt of new information, or otherwise.
Forward-looking statements of the Company involve risks and uncertainties and
are subject to change based on various important factors. Actual future
performance, outcomes and results may differ materially from those expressed in
forward-looking statements made by the Company and its management as a result of
a number of risks, uncertainties and assumptions. Representative examples of
those factors include (without limitation) the COVID-19 pandemic and its effects
on public health, our supply chain, the health and well-being of our employees
and customers, and the retail industry in general; other general retail industry
conditions and macro-economic conditions; economic and weather conditions for
regions in which the Company's stores are located and the effect of these
factors on the buying patterns of the Company's customers, including the effect
of changes in prices and availability of oil and natural gas; the availability
of consumer credit; the impact of competitive pressures in the department store
industry and other retail channels including specialty, off-price, discount and
Internet retailers; changes in consumer spending patterns, debt levels and their
ability to meet credit obligations; changes in tax legislation; changes in
legislation, affecting such matters as the cost of employee benefits or credit
card income; adequate and stable availability and pricing of materials,
production facilities and labor from which the Company sources its merchandise;
changes in operating expenses, including employee wages, commission structures
and related benefits; system failures or data security breaches; possible future
acquisitions of store properties from other department store operators; the
continued availability of financing in amounts and at the terms necessary to
support the Company's future business; fluctuations in LIBOR and other base
borrowing rates; the elimination of LIBOR; potential disruption from terrorist
activity and the effect on ongoing consumer confidence; other epidemic, pandemic
or public health issues; potential disruption of international trade and supply
chain efficiencies; any government-ordered restrictions on the movement of the
general public or the mandated or voluntary closing of retail stores in response
to the COVID-19 pandemic; world conflict and the possible impact on consumer
spending patterns and other economic and demographic changes of similar or
dissimilar nature. The Company's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal year ended
January 30, 2021, contain other information on factors that may affect financial
results or cause actual results to differ materially from forward-looking
statements.

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