General





This discussion and analysis is based on, should be read with, and is qualified
in its entirety by, the accompanying unaudited condensed consolidated financial
statements and related notes, as well as our consolidated financial statements
and the related Management's Discussion and Analysis of Financial Condition and
Results of Operations as contained in our Annual Report on Form 10-K for the
fiscal year ended January 29, 2021. It also should be read in conjunction with
the disclosure under "Cautionary Disclosure Regarding Forward-Looking
Statements" in this report.



Impact of COVID-19



The COVID-19 (coronavirus) pandemic has resulted in widespread and continuing
impacts on the global economy and continues to affect our business, as well as
our customers, suppliers, and other business partners. In addition, the pandemic
has contributed to, and may continue to contribute to, financial results that
differ significantly from our historical results and seasonal variations that
are significantly different from our historical patterns.



In early March 2020, we began seeing heightened demand from customers,
particularly for consumable products such as paper, food and cleaning products,
which continued throughout 2020, although with some variability as to the volume
and product mix. Beginning in April 2020, demand significantly increased for
many non-consumable products, including home, seasonal and apparel, resulting in
an overall significant mix shift into non-consumable categories, which continued
through the first quarter of 2021, although this trend began to reverse in the
second quarter of 2021. We believe these buying patterns were influenced in part
by the economic stimulus payments and enhanced unemployment benefits. We also
have been acquiring new customers since the beginning of the pandemic, and we
are pleased with the retention rates. Finally, general trends in customer
behavior toward trip consolidation, and purchases of larger average basket
amounts, which began in 2020 as customers shopped our stores less frequently
than in 2019, have continued in 2021.



Heightened customer demand and the shifts in customer behavior significantly
benefited our results of operations, and in particular, sales, gross profit,
operating income and net income, for fiscal 2020 and the first and second
quarters of 2021. We anticipate a less favorable overall net impact of the
pandemic to operating income and net income for fiscal 2021 than fiscal 2020
primarily due to the moderating positive impact to our net sales and the impacts
that the phase out of various economic stabilization efforts such as economic
stimulus payments and enhanced unemployment benefits may have on our customers.



We expect to continue to be affected, although the extent and duration is
unknown, by the COVID-19 pandemic and its effects on the economy in a variety of
ways, including changing consumer demand (whether higher or lower) in certain
product categories; supply chain constraints, delays and interruptions
(including product shortages and vendor allocation issues); increased
distribution and transportation costs; increased payroll expenses; and increased
costs in an effort to maintain safe work and shopping environments. Our
operating environment during COVID-19 remains very fluid, and developments in
this environment, including additional government economic stabilization efforts
or actions, or the failure to take such efforts or actions, may materially
impact our business, results of operations and financial condition. As a result,
the quarterly cadence of our results of operations may continue to vary from
historical patterns for an extended period of time.



Due to the significant uncertainty surrounding the COVID-19 pandemic and its
effects, including its duration; the duration and intensity of new variants; the
availability, adoption rates and effectiveness of vaccines; the extent and
duration of any government response efforts, programs and benefits; and impact
on employment trends, consumer behavior and the supply chain, there may be
consequences that we do not anticipate at this time or that develop in
unexpected ways. We will continue to monitor the evolving situation, and we will
continue to take actions as necessary to serve our employees, customers,
communities and shareholders.



                                       14

Executive Overview



We are the largest discount retailer in the United States by number of stores,
with 17,683 stores located in 46 states as of July 30, 2021, with the greatest
concentration of stores in the southern, southwestern, midwestern and eastern
United States. We offer a broad selection of merchandise, including consumable
products such as food, paper and cleaning products, health and beauty products
and pet supplies, and non-consumable products such as seasonal merchandise, home
decor and domestics, and basic apparel. Our merchandise includes national brands
from leading manufacturers, as well as our own private brand selections with
prices at substantial discounts to national brands. We offer our customers these
national brand and private brand products at everyday low prices (typically $10
or less) in our convenient small-box locations.



We believe our convenient store formats, locations, and broad selection of
high-quality products at compelling values have driven our substantial growth
and financial success over the years and through a variety of economic cycles.
We are mindful that the majority of our customers are value-conscious, and many
have low and/or fixed incomes. As a result, we are intensely focused on helping
our customers make the most of their spending dollars. Our core customers are
often among the first to be affected by negative or uncertain economic
conditions and among the last to feel the effects of improving economic
conditions, particularly when trends are inconsistent and of an uncertain
duration. The primary macroeconomic factors that affect our core customers
include the unemployment and underemployment rates, wage growth, changes in U.S.
and global trade policy, and changes to certain government assistance programs,
such as the Supplemental Nutrition Assistance Program, unemployment benefits,
economic stimulus payments, and the child tax credit. In 2020 and the first half
of 2021, our customers experienced impacts from many of these factors, as
detailed above under "Impact of COVID-19". We are monitoring the potential
impact of changes to SNAP benefits and unemployment benefit programs, as well as
the monthly payments of the child tax credit, all of which may impact our
customers during the second half of 2021. Additionally, our customers are
impacted by increases in those expenses that generally comprise a large portion
of their household budgets, such as rent, healthcare, and fuel prices; as well
as cost inflation in frequently purchased household products. Finally,
significant unseasonable or unusual weather patterns can impact customer
shopping behaviors.



We remain committed to our long-term operating priorities as we consistently
strive to improve our performance while retaining our customer-centric focus.
These priorities include: 1) driving profitable sales growth, 2) capturing
growth opportunities, 3) enhancing our position as a low-cost operator, and 4)
investing in our diverse teams through development, empowerment and inclusion.



We seek to drive profitable sales growth through initiatives aimed at increasing
customer traffic and average transaction amount. As we work to provide everyday
low prices and meet our customers' affordability needs, we remain focused on
enhancing our margins through effective category management, inventory shrink
reduction initiatives, private brands penetration, distribution and
transportation efficiencies, global sourcing, and pricing and markdown
optimization. Several of our strategic and other sales-driving initiatives are
also designed to capture growth opportunities and are discussed in more detail
below.



Historically, our sales in our consumables category, which tend to have lower
gross margins, have been the key drivers of net sales and customer traffic,
while sales in our non-consumables categories, which tend to have higher gross
margins, have contributed to more profitable sales growth and an increase in
average transaction amount. Prior to 2020, our sales mix had continued to shift
toward consumables, and, within consumables, toward lower margin departments
such as perishables. This trend did not occur in 2020 or the first quarter of
2021 (as discussed above under "Impact of COVID-19"), though we did begin to see
some reversion toward the prior mix trends beginning in the second quarter of
2021. We continue to expect some sales mix challenges to persist, and we expect
the mix trend reversion toward consumables will continue. Several of our
initiatives, including certain of those discussed below, are intended to address
these mix challenges; however, there can be no assurances that these efforts
will be successful.



We continue to make progress on and invest in certain strategic initiatives that
we believe will help drive profitable sales growth, both with new and existing
customers, and capture long-term growth opportunities. Such opportunities
include leveraging existing and developing new digital tools and technology to
provide our customers with additional shopping access points and even greater
convenience. This technology includes our Dollar General app, which contains a
variety of tools to enhance the in-store shopping experience. Additionally, DG
Pickup, which is a buy online, pickup in-store initiative, is now available in
more than 17,000 stores across the chain. Further, our non-consumables
initiative, which offers a new, differentiated and limited assortment that will
change throughout the year, is contributing

                                       15

to improved overall sales and gross margin performance in stores where it has
been deployed. We plan to significantly expand the number of stores with the
full or "lite" version of our non-consumables initiative offering in 2021, and
to complete our initial rollout of the non-consumables initiative in the vast
majority of our Dollar General stores by the end of fiscal 2022.



Additionally, in the third quarter of 2020, we introduced pOpshelf, a unique
retail concept that incorporates certain of the lessons learned from NCI in a
differentiated format that is focused on categories such as seasonal and home
décor, health and beauty, home cleaning supplies, and party and entertainment
goods. At the end of the second quarter of 2021, we operated 16 standalone
pOpshelf locations and two pOpshelf store-within-a-store offerings within
existing Dollar General Market stores. Our goal is to operate up to 50 pOpshelf
locations, as well as up to 25 pOpshelf store-within-a-store offerings by the
end of fiscal 2021.



In the second quarter of 2021, we completed our rollout of the "DG Fresh"
initiative, a self-distribution model for frozen and refrigerated products that
is designed to reduce product costs, enhance item assortment, improve our
in-stock position, and enhance sales. DG Fresh contributed to our strong sales
performance in the first half of 2021, driven by higher in-stock levels and the
introduction of new products in select stores. In addition, DG Fresh benefitted
gross profit in the first half of 2021 through improved initial markups on
inventory purchases, which were partially offset by increased distribution and
transportation costs. DG Fresh now serves essentially all stores across the
chain, and we expect the overall net benefit to our financial results to
continue throughout 2021. Moving forward, we plan to focus on further
optimization of the distribution footprint and product assortment within DG
Fresh to further drive profitable sales growth.



To support our other operating priorities, we remain focused on capturing growth
opportunities. In the first half of 2021, we opened 530 new stores, remodeled
1,020 stores, and relocated 58 stores. For 2021, we plan to open approximately
1,050 new stores (including any pOpshelf stores), remodel approximately 1,750
stores, and relocate approximately 100 stores, for a total of 2,900 real estate
projects.



We continue to innovate within our channel and are able to utilize the most
productive of our various Dollar General store formats based on the specific
market opportunity. We recently introduced two new larger format stores (one at
approximately 8,500 square feet and the other at approximately 9,500 square
feet), which allows us to further expand our offering and our ability to serve
our customers. We expect the 8,500 square foot box, along with our existing
Dollar General Plus format of a similar size, to become our base prototypes for
the majority of new stores moving forward, replacing our traditional 7,300
square foot store format and higher-cooler count Dollar General Traditional Plus
format. The innovation in store formats is expected to allow us to capture
additional growth opportunities within our existing markets. Additionally, the
larger formats allow for expanded high-capacity-cooler counts; an extended queue
line; and a broader product assortment, including NCI, a larger health and
beauty section, and produce in select stores. We continue to incorporate lessons
learned from our various store formats and layouts into our existing store base.
These lessons contribute to innovation in developing new formats, with a goal of
driving increased customer traffic, average transaction amount, same-store sales
and overall store productivity. Additionally, we have a smaller format store
(less than 6,000 square feet), which is expected to allow us to capture growth
opportunities in urban areas.



We have established a position as a low-cost operator, always seeking ways to
reduce or control costs that do not affect our customers' shopping experiences.
We plan to continue enhancing this position over time while employing ongoing
cost discipline to reduce certain expenses as a percentage of sales.
Nonetheless, we seek to maintain flexibility to invest in the business as
necessary to enhance our long-term competitiveness and profitability.



We also have launched "Fast Track", an initiative aimed at further enhancing our
convenience proposition and in-stock position as well as increasing labor
efficiencies within our stores. The first phase of Fast Track involved sorting
process optimization within our distribution centers, as well as increased
shelf-ready packaging, to allow for greater store-level stocking efficiencies,
followed by the second-phase pilot of a self-checkout option in a limited number
of stores. We completed the sorting process optimization at all of our
non-refrigerated distribution centers in 2019. Additionally, we expect to
continue to add self-checkout capabilities in additional stores throughout 2021
and beyond. These and the other strategic initiatives discussed above will
require us to incur upfront expenses for which there may not be an immediate
return in terms of sales or enhanced profitability.



Certain of our operating expenses, such as wage rates and occupancy costs, have
continued to increase in recent years, due primarily to market forces, including
labor availability, increases in minimum wage rates and increases in

                                       16

property rents. Further federal, state and/or local minimum wage increases could
have a material negative impact on our operating expenses, although the
magnitude and timing of such impact is uncertain. We have experienced
incremental payroll, distribution and transportation costs related to the
COVID-19 pandemic and its associated impacts. Labor shortages and shipping
capacity shortages continue to pressure our business, resulting in significantly
higher supply chain costs and shipping delays in some instances. As we move
through 2021, we expect continued inflationary pressures due to higher input
costs will continue to affect us as well as our vendors, including higher
commodity, transportation and other costs, all of which may result in continued
pressure to our operating results. While we expect these challenges to persist,
certain of our initiatives and plans are intended to help offset these
challenges; however, they are somewhat dependent on the scale and timing of the
increases, among other factors. There can be no assurance that our mitigation
efforts will be successful.



Our diverse teams are a competitive advantage, and we proactively seek ways to
continue investing in their development. Our goal is to create an environment
that attracts, develops, and retains talented personnel, particularly at the
store manager level, because employees who are promoted from within our company
generally have longer tenures and are greater contributors to improvements

in
our financial performance.



To further enhance shareholder returns, we repurchased shares of our common
stock and paid quarterly cash dividends in the first half of 2021. We expect to
continue our share repurchase activity, and to pay quarterly cash dividends,
throughout the remainder of 2021, subject to Board discretion and approval.



We utilize key performance indicators ("KPIs") in the management of our
business. Our KPIs include same-store sales, average sales per square foot, and
inventory turnover. Same-store sales are calculated based upon stores that were
open at least 13 full fiscal months and remain open at the end of the reporting
period. We include stores that have been remodeled, expanded or relocated in our
same-store sales calculation. Changes in same-store sales are calculated based
on the comparable 52 calendar weeks in the current and prior years. The method
of calculating same-store sales varies across the retail industry. As a result,
our calculation of same-store sales is not necessarily comparable to similarly
titled measures reported by other companies. Net sales per square foot is
calculated based on total sales for the preceding 12 months as of the ending
date of the reporting period divided by the average selling square footage
during the period, including the end of the fiscal year, the beginning of the
fiscal year, and the end of each of our three interim fiscal quarters. Inventory
turnover is calculated based on total cost of goods sold for the preceding four
quarters divided by the average inventory balance as of the ending date of the
reporting period, including the end of the fiscal year, the beginning of the
fiscal year, and the end of each of our three interim fiscal quarters. Each of
these measures is commonly used by investors in retail companies to measure the
health of the business. We use these measures to maximize profitability and for
decisions about the allocation of resources.



A continued focus on our four operating priorities as discussed above
contributed to our overall operating and financial performance in the 2021 and
2020 periods, which were enhanced by increased consumer demand, as discussed
above under "Impact of Covid-19".



                                       17

Highlights of our 2021 second quarter results of operations compared to the 2020
second quarter and our financial condition at July 30, 2021 are set forth below.
Basis points amounts referred to below are equal to 0.01% as a percentage of net
sales.


Net sales decreased 0.4% to $8.65 billion. Sales in same-stores decreased 4.7%

? primarily reflecting a decrease in customer traffic. Average sales per square

foot for all stores over the 52-week period ended July 30, 2021 was $265.

Gross profit, as a percentage of net sales, was 31.6% in the 2021 period and

? 32.5% in the 2020 period, a decrease of 80 basis points, primarily reflecting

increased transportation costs and an increased LIFO provision.

SG&A expense, as a percentage of net sales, was 21.8% in the 2021 period

? compared to 20.4% in the 2020 period, an increase of 138 basis points, due in

part to higher retail labor and store occupancy costs as a percentage of net


   sales.




? Operating profit decreased 18.5% to $0.85 billion in the 2021 period compared

to $1.04 billion in the 2020 period.

? Interest expense increased by $0.1 million in the 2021 period.

The effective income tax rate for the 2021 period was 21.4% compared to a rate

? of 21.5% for the 2020 period primarily due to a greater impact of permanent


   income tax differences in the 2021 period.



Net income was $637.0 million, or $2.69 per diluted share, in the 2021 period

? compared to net income of $787.6 million, or $3.12 per diluted share, in the


   2020 period.



Highlights of the year-to-date period of 2020 include:

? Cash generated from operating activities was $1.32 billion for the 2021 period,


   a decrease of $1.59 billion, or 54.7%, from the comparable 2020 period.



Total cash dividends of $198.1 million, or $0.84 per share, were paid during

? the 2021 period, compared to $180.3 million, or $0.72 per share, in the


   comparable 2020 period.



Inventory turnover was 4.6 times on a rolling four-quarter basis. On a per

? store basis, inventories at July 30, 2021 increased by 13.7% compared to the


   balances at July 31, 2020.




The above discussion is a summary only. Readers should refer to the detailed
discussion of our results of operations below in the current year periods as
compared with the prior year periods as well as our financial condition at
July
30, 2021.



Results of Operations



Accounting Periods. We utilize a 52-53 week fiscal year convention that ends on
the Friday nearest to January 31. The following text contains references to
years 2021 and 2020, which represent the 52-week fiscal years ending or ended
January 28, 2022 and January 29, 2021, respectively. References to the second
quarter accounting periods for 2021 and 2020 contained herein refer to the
13-week accounting periods ended July 30, 2021 and July 31, 2020, respectively.



Seasonality. The nature of our business is somewhat seasonal. Primarily because
of sales of Christmas-related merchandise, operating profit in our fourth
quarter (November, December and January) has historically been higher than
operating profit in each of the first three quarters of the fiscal year.
Expenses, and to a greater extent operating profit, vary by quarter. Results of
a period shorter than a full year may not be indicative of results expected for
the entire year. Furthermore, the seasonal nature of our business may affect
comparisons between periods. Consumer behavior driven by the COVID-19 pandemic
and the U.S. government's response thereto, including economic stimulus
legislation, has

                                       18

resulted in a departure from seasonal norms we have experienced in recent years
and may continue to disrupt the historical quarterly cadence of our results of
operations for an unknown period of time.



The following table contains results of operations data for the second 13-week
periods and the 26-week periods of 2021 and 2020, and the dollar and percentage
variances among those periods:




                                13 Weeks Ended           2021 vs. 2020             26 Weeks Ended           2021 vs. 2020
(amounts
in millions, except         July 30,     July 31,      Amount        %        July 30,      July 31,      Amount        %
per share amounts)            2021         2020        Change      Change       2021          2020        Change      Change
Net sales by category:
Consumables                 $ 6,613.0    $ 6,496.4    $   116.6       1.8 %  $ 12,991.1    $ 13,199.8    $ (208.7)     (1.6) %
% of net sales                  76.45 %      74.81 %                              76.19 %       77.04 %
Seasonal                      1,090.3      1,161.6       (71.3)     (6.1)       2,140.7       2,079.5         61.2       2.9
% of net sales                  12.60 %      13.38 %                              12.55 %       12.14 %
Home products                   561.2        586.0       (24.8)     (4.2)       1,132.5       1,084.3         48.2       4.4
% of net sales                   6.49 %       6.75 %                               6.64 %        6.33 %
Apparel                         385.7        440.3       (54.5)    (12.4)         786.9         769.1         17.8       2.3
% of net sales                   4.46 %       5.07 %                               4.61 %        4.49 %
Net sales                   $ 8,650.2    $ 8,684.2    $  (34.0)     (0.4) %  $ 17,051.2    $ 17,132.7    $  (81.5)     (0.5) %
Cost of goods sold            5,912.5      5,866.0         46.5       0.8  

   11,557.8      11,718.8      (160.9)     (1.4)
% of net sales                  68.35 %      67.55 %                              67.78 %       68.40 %
Gross profit                  2,737.7      2,818.2       (80.6)     (2.9)       5,493.3       5,413.9         79.4       1.5
% of net sales                  31.65 %      32.45 %                              32.22 %       31.60 %
Selling, general and
administrative expenses       1,888.1      1,775.6        112.5       6.3  

    3,734.9       3,504.5        230.4       6.6
% of net sales                  21.83 %      20.45 %                              21.90 %       20.46 %
Operating profit                849.6      1,042.6      (193.1)    (18.5)       1,758.4       1,909.4      (151.0)     (7.9)
% of net sales                   9.82 %      12.01 %                              10.31 %       11.14 %
Interest expense                 39.4         39.3          0.1       0.3          79.8          69.8         10.0      14.3
% of net sales                   0.46 %       0.45 %                               0.47 %        0.41 %
Income before income
taxes                           810.1      1,003.3      (193.2)    (19.3)       1,678.6       1,839.6      (161.0)     (8.8)
% of net sales                   9.37 %      11.55 %                               9.84 %       10.74 %
Income tax expense              173.1        215.7       (42.6)    (19.7)         363.8         401.5       (37.7)     (9.4)
% of net sales                   2.00 %       2.48 %                               2.13 %        2.34 %
Net income                  $   637.0    $   787.6    $ (150.6)    (19.1) %  $  1,314.8    $  1,438.0    $ (123.3)     (8.6) %
% of net sales                   7.36 %       9.07 %                               7.71 %        8.39 %
Diluted earnings per
share                       $    2.69    $    3.12    $  (0.43)    (13.8) %  $     5.52    $     5.69    $  (0.17)     (3.0) %



13 WEEKS ENDED JULY 30, 2021 AND JULY 31, 2020

Net Sales. The net sales decrease in the 2021 period was primarily due to a
same-store sales decrease of 4.7% compared to the 2020 period. We believe the
effect of the onset of the COVID-19 pandemic on consumer behavior had a
significant positive effect on net sales and same-store sales, particularly in
the 2020 period in our non-consumable categories, which affects the comparisons
between periods. For the 2021 period, there were 16,488 same-stores which
accounted for sales of $8.2 billion. The decrease in same-store sales primarily
reflects a decline in customer traffic, partially offset by an increase in
average transaction amount which was driven by higher average item retail
prices. Same-store sales declined in all categories with the largest percentage
decrease in the apparel category. Net sales were positively affected by sales
from new stores, modestly offset by sales from closed stores.



Gross Profit. For the 2021 period, gross profit decreased by 2.9%, and as a
percentage of net sales decreased by 80 basis points to 31.6%, compared to the
2020 period. Increased transportation costs and an increased LIFO provision
contributed to the decrease in the gross profit rate. In recent years a greater
percentage of our sales have come from our consumables category, which generally
has a lower gross profit rate than our other product categories, creating
downward pressure on our overall gross profit rate. This sales trend began to
reverse in the second quarter of 2020 and continued each subsequent quarter
through the first quarter of 2021, as non-consumables sales increased at a
higher rate than consumables sales. In relative terms, the mix of sales shifted
back to consumables in the current year period, which also contributed to the
decrease in the gross profit rate, along with an increase in inventory damages.
These factors were partially offset by higher inventory markups and a reduction
in inventory shrink as a percentage of net sales.



                                       19

Selling, General & Administrative Expenses ("SG&A"). SG&A was 21.8% as a
percentage of net sales in the 2021 period compared to 20.4% in the comparable
2020 period, an increase of 138 basis points, which was primarily impacted by
the reduction in net sales in the 2021 period. The primary expenses that were a
greater percentage of net sales in the current year period were retail labor,
store occupancy costs, employee benefits, depreciation and amortization,
utilities, workers' compensation and general liability expenses, and taxes and
licenses, partially offset by lower incentive compensation expense.



Interest Expense. Interest expense increased by $0.1 million to $39.4 million in the 2021 period.





Income Taxes. The effective income tax rate for the 2021 period was 21.4%
compared to a rate of 21.5% for the 2020 period which represents a net decrease
of 0.1 percentage points. The tax rate for the 2021 period was lower than the
comparable 2020 period primarily due to a greater impact of permanent
differences resulting from a decrease in pre-tax income for the 2021 period
compared to the 2020 period.



26 WEEKS ENDED JULY 30, 2021 AND JULY 31, 2020

Net Sales. The net sales decrease in the 2021 period reflects a same-store sales
decrease of 4.7% compared to the 2020 period. For the 2021 period, there were
16,488 same-stores which accounted for sales of $16.2 billion. The decrease in
same-store sales reflects a decline in customer traffic partially offset by an
increase in average transaction amount which was driven by higher average item
retail prices. Same-store sales decreased in all categories, with the largest
percentage decrease in the consumables category. Net sales were positively
affected by sales from new stores, modestly offset by sales from closed stores.



Gross Profit. For the 2021 period, gross profit increased by 1.5%, and as a
percentage of net sales increased by 62 basis points to 32.2% compared to the
2020 period. Higher inventory markups, a lower inventory shrink rate and a
reduction in markdowns as a percentage of net sales each contributed to the
increase in the gross profit rate. In addition, consumables sales decreased
while non-consumables sales increased in the current year period, which also
contributed to the increase in the gross profit rate. These factors were
partially offset by increased transportation costs, an increased LIFO provision,
and increased inventory damages.



Selling, General & Administrative Expenses. SG&A was 21.9% as a percentage of
net sales in the 2021 period compared to 20.5% in the comparable 2020 period, an
increase of 144 basis points, which was primarily impacted by the reduction in
net sales. The primary expenses that were a higher percentage of net sales in
the current year period were retail labor, store occupancy costs, depreciation
and amortization, utilities, taxes and licenses, workers' compensation and
general liability expenses, employee benefits and administrative compensation
(driven by share-based compensation), partially offset by lower incentive
compensation expense.



Interest Expense. Interest expense increased by $10.0 million to $79.8 million in the 2021 period primarily due to higher outstanding debt balances in connection with the issuance of debt in the 2020 period.



Income Taxes. The effective income tax rate for the 2021 period was 21.7%
compared to a rate of 21.8% for the 2020 period which represents a net decrease
of 0.1 percentage points. The tax rate for the 2021 period was lower than the
comparable 2020 period primarily due to a greater impact of permanent
differences resulting from a decrease in pre-tax income for the 2021 period
compared to the 2020 period.



Liquidity and Capital Resources





At July 30, 2021, we had a $1.25 billion unsecured revolving credit agreement
(the "Revolving Facility"), $4.0 billion aggregate principal amount of senior
notes, and a commercial paper program that may provide borrowing availability in
the form of commercial paper notes ("CP Notes") of up to $1.0 billion. At July
30, 2021, we had total consolidated outstanding long-term obligations of $4.2
billion, most of which was in the form of senior notes. All of our material
borrowing arrangements are described in greater detail below. Our borrowing
availability under the Revolving Facility may be effectively limited by our CP
Notes as further described below.



We believe our cash flow from operations and existing cash balances, combined
with availability under the Revolving Facility, the CP Notes and access to the
debt markets, will provide sufficient liquidity to fund our current obligations,
projected working capital requirements, capital spending, anticipated dividend
payments and share

                                       20

repurchases for a period that includes the next twelve months as well as the
next several years. However, our ability to maintain sufficient liquidity may be
affected by numerous factors, many of which are outside of our control.
Depending on our liquidity levels, conditions in the capital markets and other
factors, we may from time to time consider the issuance of debt, equity or other
securities, the proceeds of which could provide additional liquidity for our
operations.



For the remainder of fiscal 2021, we anticipate potential combined borrowings
under the Revolving Facility and our CP Notes to be a maximum of approximately
$900 million outstanding at any one time.



Revolving Credit Facility



On September 10, 2019, we entered into the Revolving Facility consisting of a
$1.25 billion senior unsecured revolving credit facility of which up to $175.0
million is available for the issuance of letters of credit and which is
scheduled to mature on September 10, 2024.



Borrowings under the Revolving Facility bear interest at a rate equal to an
applicable interest rate margin plus, at our option, either (a) LIBOR or (b) a
base rate (which is usually equal to the prime rate). The applicable interest
rate margin for borrowings as of July 30, 2021 was 1.015% for LIBOR borrowings
and 0.015% for base-rate borrowings. We must also pay a facility fee, payable on
any used and unused commitment amounts of the Revolving Facility, and customary
fees on letters of credit issued under the Revolving Facility. As of July 30,
2021, the facility fee rate was 0.11%. The applicable interest rate margins for
borrowings, the facility fees and the letter of credit fees under the Revolving
Facility are subject to adjustment from time to time based on our long-term
senior unsecured debt ratings.



The Revolving Facility contains a number of customary affirmative and negative
covenants that, among other things, restrict, subject to certain exceptions, our
(including our subsidiaries') ability to: incur additional liens; sell all or
substantially all of our assets; consummate certain fundamental changes or
change in our lines of business; and incur additional subsidiary indebtedness.
The Revolving Facility also contains financial covenants that require the
maintenance of a minimum fixed charge coverage ratio and a maximum leverage
ratio. As of July 30, 2021, we were in compliance with all such covenants. The
Revolving Facility also contains customary events of default.



As of July 30, 2021, under the Revolving Facility, we had no outstanding
borrowings, outstanding letters of credit of $2.9 million, and borrowing
availability of approximately $1.25 billion that, due to our intention to
maintain borrowing availability related to the commercial paper program
described below, could contribute incremental liquidity of $1.05 billion at July
30, 2021. In addition, as of July 30, 2021 we had outstanding letters of credit
of $53.4 million which were issued pursuant to separate agreements.



Commercial Paper



We may issue the CP Notes from time to time in an aggregate amount not to exceed
$1.0 billion outstanding at any time. The CP Notes may have maturities of up to
364 days from the date of issue and rank equal in right of payment with all of
our other unsecured and unsubordinated indebtedness. We intend to maintain
available commitments under the Revolving Facility in an amount at least equal
to the amount of CP Notes outstanding at any time. As of July 30, 2021, our
condensed consolidated balance sheet reflected outstanding unsecured CP Notes of
$18.4 million, which had a weighted average interest rate of 0.15%. CP Notes
totaling $181.0 million were held by a wholly-owned subsidiary and are therefore
not reflected on the condensed consolidated balance sheet.



Senior Notes



In April 2013 we issued $900.0 million aggregate principal amount of 3.25%
senior notes due 2023 (the "2023 Senior Notes") at a discount of $2.4 million,
which are scheduled to mature on April 15, 2023. In October 2015 we issued
$500.0 million aggregate principal amount of 4.150% senior notes due 2025 (the
"2025 Senior Notes") at a discount of $0.8 million, which are scheduled to
mature on November 1, 2025. In April 2017 we issued $600.0 million aggregate
principal amount of 3.875% senior notes due 2027 (the "2027 Senior Notes") at a
discount of $0.4 million, which are scheduled to mature on April 15, 2027. In
April 2018 we issued $500.0 million aggregate principal amount of 4.125% senior
notes due 2028 (the "2028 Senior Notes") at a discount of $0.5 million, which
are scheduled to mature on May 1, 2028. In April 2020 we issued $1.0 billion
aggregate principal amount of 3.5% senior notes due 2030 (the "2030 Senior
Notes") at a discount of $0.7 million, which are scheduled to mature on April 3,
2030, and $500.0 million aggregate principal amount of 4.125% senior notes due
2050 (the "2050 Senior Notes") at a discount of $5.0 million,

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which are scheduled to mature on April 3, 2050. Collectively, the 2023 Senior
Notes, 2025 Senior Notes, 2027 Senior Notes, 2028 Senior Notes, 2030 Senior
Notes and 2050 Senior Notes comprise the "Senior Notes", each of which were
issued pursuant to an indenture as supplemented and amended by supplemental
indentures relating to each series of Senior Notes (as so supplemented and
amended, the "Senior Indenture"). Interest on the 2023 Senior Notes and the 2027
Senior Notes is payable in cash on April 15 and October 15 of each year.
Interest on the 2025 and 2028 Senior Notes is payable in cash on May 1 and
November 1 of each year. Interest on the 2030 and 2050 Senior Notes is payable
in cash on April 3 and October 3 of each year.



We may redeem some or all of the Senior Notes at any time at redemption prices
set forth in the Senior Indenture. Upon the occurrence of a change of control
triggering event, which is defined in the Senior Indenture, each holder of our
Senior Notes has the right to require us to repurchase some or all of such
holder's Senior Notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the
repurchase date.



The Senior Indenture contains covenants limiting, among other things, our
ability (subject to certain exceptions) to consolidate, merge, or sell or
otherwise dispose of all or substantially all of our assets; and our ability and
the ability of our subsidiaries to incur or guarantee indebtedness secured by
liens on any shares of voting stock of significant subsidiaries.



The Senior Indenture also provides for events of default which, if any of them
occurs, would permit or require the principal of and accrued interest on our
Senior Notes to become or to be declared due and payable, as applicable.



Current Financial Condition / Recent Developments





Our inventory balance represented approximately 52% of our total assets
exclusive of operating lease assets, goodwill and other intangible assets as of
July 30, 2021. Our ability to effectively manage our inventory balances can have
a significant impact on our cash flows from operations during a given fiscal
year. Inventory purchases are often somewhat seasonal in nature, such as the
purchase of warm-weather or Christmas-related merchandise. Efficient management
of our inventory has been and continues to be an area of focus for us.



As described in Note 7 to the unaudited condensed consolidated financial
statements, we are involved in a number of legal actions and claims, some of
which could potentially result in material cash payments. Adverse developments
in those actions could materially and adversely affect our liquidity.



Our senior unsecured debt is rated "Baa2," by Moody's with a stable outlook and
"BBB" by Standard & Poor's with a stable outlook, and our commercial paper
program is rated "P-2" by Moody's and "A-2" by Standard and Poor's,
respectively. Our current credit ratings, as well as future rating agency
actions, could (i) impact our ability to finance our operations on satisfactory
terms; (ii) affect our financing costs; and (iii) affect our insurance premiums
and collateral requirements necessary for our self-insured programs. There can
be no assurance that we will maintain or improve our current credit ratings.



Unless otherwise noted, all references to the 2021 and 2020 periods in the discussion of cash flows from operating, investing and financing activities below refer to the 26-week periods ended July 30, 2021 and July 31, 2020, respectively.


Cash flows from operating activities. Cash flows from operating activities were
$1.32 billion in the 2021 period, which represents a $1.59 billion decrease
compared to the 2020 period. Net income decreased $123.3 million in the 2021
period compared to the 2020 period. Changes in merchandise inventories resulted
in a $80.0 million decrease in the 2021 period as compared to an increase of
$284.0 million in the 2020 period as further discussed below. Changes in
accounts payable resulted in a $245.4 million decrease in the 2021 period
compared to a $560.9 million increase in the 2020 period, due primarily to the
timing of receipts and payments. Changes in accrued expenses and other
liabilities resulted in a $25.5 million decrease in the 2021 period compared to
an $273.2 million increase in the 2020 period, due in part to the timing of
regular and discretionary incentive compensation accruals and payments. Changes
in income taxes in the 2021 period compared to the 2020 period are primarily due
to the timing of payments for income taxes.



On an ongoing basis, we closely monitor and manage our inventory balances, and
they may fluctuate from period to period based on new store openings, the timing
of purchases, and other factors. Inventory levels in the 2020

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period were lower than we had experienced in prior recent years and is
reflective of changes in consumer behavior and, to a lesser extent, supply chain
disruption caused by the onset of the COVID-19 pandemic. In addition, we
strategically accelerated certain inventory purchases during the 2021 period,
particularly in select non-consumable categories, in anticipation of the supply
chain constraints discussed above. Total merchandise inventories increased by 1%
in the 2021 period and decreased by 6% in the 2020 period, with changes in our
four inventory categories as follows: consumables increased by 1% compared to a
1% decrease; seasonal decreased 1% compared to a 12% decrease; home products
increased by 14% compared to a 13% decrease; and apparel decreased by 15%
compared to a 24% decrease.



Cash flows from investing activities. Significant components of property and
equipment purchases in the 2021 period included the following approximate
amounts: $248 million for improvements, upgrades, remodels and relocations of
existing stores; $126 million for distribution and transportation-related
capital expenditures; $125 million related to store facilities, primarily for
leasehold improvements, fixtures and equipment in new stores; and $19 million
for information systems upgrades and technology-related projects. The timing of
new, remodeled and relocated store openings along with other factors may affect
the relationship between such openings and the related property and equipment
purchases in any given period. During the 2021 period, we opened 530 new stores
and remodeled or relocated 1,078 stores.



Significant components of property and equipment purchases in the 2020 period
included the following approximate amounts: $162 million for improvements,
upgrades, remodels and relocations of existing stores; $138 million related to
store facilities, primarily for leasehold improvements, fixtures and equipment
in new stores; $95 million for distribution and transportation-related capital
expenditures; and $26 million for information systems upgrades and
technology-related projects. During the 2020 period, we opened 500 new stores
and remodeled or relocated 1,016 stores.



Capital expenditures for 2021 are currently projected to be in the range of $1.1
billion to $1.2 billion. We anticipate funding 2021 capital requirements with a
combination of some or all of the following: existing cash balances, cash flows
from operations, availability under our Revolving Facility and/or the issuance
of additional CP Notes. We plan to continue to invest in store growth through
the development of new stores and the remodel or relocation of existing stores.
Capital expenditures in 2021 are anticipated to support our store growth as well
as our remodel and relocation initiatives, including capital outlays for
leasehold improvements, fixtures and equipment; the construction of new stores;
costs to support and enhance our supply chain initiatives including new and
existing distribution center facilities and our private fleet; technology and
other strategic initiatives; as well as routine and ongoing capital
requirements.



Cash flows from financing activities. In the 2020 period, net proceeds from the
issuance of the 2030 Senior Notes and 2050 Senior Notes totaled $1.5 billion.
Net commercial paper borrowings increased by $18.4 million in the 2021 period
and decreased by $425.2 million in the 2020 period. There were no borrowings or
repayments under the Revolving Facility during the 2021 period, and such
borrowings and repayments in the 2020 period were $300.0 million each. Also
during the 2021 and 2020 periods, we repurchased 8.3 million and 3.6 million
shares of our common stock at a total cost of $1.7 billion and $0.7 billion,
respectively, and paid cash dividends of $198.1 million and $180.3 million,

respectively.



Share Repurchase Program



As of July 30, 2021 our common stock repurchase program had a total remaining
authorization of approximately $0.98 billion. The authorization allows
repurchases from time to time in open market transactions, including pursuant to
trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange
Act of 1934, as amended, or in privately negotiated transactions. The timing,
manner and number of shares repurchased will depend on a variety of factors,
including price, market conditions, compliance with the covenants and
restrictions under our debt agreements and other factors. The repurchase program
has no expiration date and may be modified or terminated from time to time at
the discretion of our Board of Directors. For more about our share repurchase
program, see Note 9 to the condensed consolidated financial statements contained
in Part I, Item 1 of this report and Part II, Item 2 of this report.



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