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 also those in
Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for 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
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
1,589 locations in 40 states, the District of Columbia and Guam as of May 1,
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 277 dd's DISCOUNTS stores in 21 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.

Results of Operations



Sales 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 customer
capacity, pent-up consumer demand, and strong execution of our merchandising
strategies. During the quarter, we also experienced expense pressures from
higher freight and wages, as well as ongoing COVID-related operating costs of
approximately 35 basis points, the vast majority of which impacted our selling,
general and administrative expenses ("SG&A").

It is difficult to predict the lasting impact from the factors that benefited
our results for the first quarter of fiscal 2021, in particular the recent
government stimulus payments. In addition, there continues to be uncertainty
surrounding the COVID-19 pandemic, including its unknown duration, and the
potential for future resurgences and new virus variants, and its potential
impact on consumer demand.

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In this quarterly report, and in our reports throughout fiscal 2021, we will
compare our results of operations to fiscal 2020 and also to fiscal 2019. We
believe the extended closure of our operations in the spring of 2020, and 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. The following table summarizes the financial results for the three
month periods ended May 1, 2021, May 2, 2020, and May 4, 2019:

                                                                             Three Months Ended
                                                       May 1, 2021                May 2, 2020             May 4, 2019
Sales
Sales (millions)                                 $           4,516          $           1,843       $           3,797

Comparable store sales growth                           13.0  %           1               n/a     2             2  %      3

Costs and expenses (as a percent of sales)
Cost of goods sold                                      70.8  %                     102.6  %                 71.2  %
Selling, general and administrative                     15.0  %                      22.5  %                 14.7  %
Interest expense (income), net                           0.4  %                       0.4  %                 (0.2  %)

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

Net earnings (loss) (as a percent of sales)             10.6  %                     (16.6  %)                11.1  %
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.
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 planned to open approximately 60 new stores in fiscal 2021. Our opening plans
for fiscal 2021, were set in 2020 during the onset of the pandemic when it was
impossible to predict when the 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
       Store Count                   May 1, 2021             May 2, 2020       May 4, 2019
       Beginning of the period       1,859                   1,805             1,717
       Opened in the period              7                      27                28
       Closed in the period              -                       -                 -
       End of the period             1,866                   1,832             1,745



Sales. Sales for the three month period ended May 1, 2021 increased $2.7
billion, or 145.1%, compared to the three month period ended 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 first quarter of
fiscal 2021 to the same period in fiscal 2019) which was mainly driven by a
combination of government stimulus payments, ongoing vaccine rollouts, easing of
COVID restrictions, pent-up consumer demand, and strong execution of our
                                       18
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merchandising strategies. Sales also increased due to the opening of 121 net new stores between May 4, 2019 and May 1, 2021.



Our sales mix for the three month periods ended May 1, 2021, May 2, 2020, and
May 4, 2019 is shown below:

                                                                        Three Months Ended
                                                        May 1, 2021           May 2, 2020 1          May 4, 2019
Home Accents and Bed and Bath                                 27  %                 27  %                  25  %
Ladies                                                        24  %                 25  %                  27  %
Accessories, Lingerie, Fine Jewelry, and Cosmetics            14  %                 13  %                  13  %
Shoes                                                         13  %                 14  %                  14  %
Men's                                                         13  %                 12  %                  13  %
Children's                                                     9  %                  9  %                   8  %
Total                                                        100  %                100  %                 100  %

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.

We intend to address the competitive climate for off-price apparel and home goods by pursuing and refining our existing strategies and by continuing to strengthen our 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 macro-economic
environment, bolstered by vaccination progress and the easing of
pandemic-related restrictions. However, it is difficult to predict the lasting
impact from the factors that benefited our sales results for the first quarter
of fiscal 2021, in particular the benefit from the recent government stimulus
payments. We cannot be sure that our strategies and our store expansion program
will result in a continuation of our historical sales growth, or an increase in
net earnings.

Cost of goods sold. Cost of goods sold for the three month period ended May 1,
2021 increased $1.3 billion compared to the three month period ended May 2,
2020, primarily due to higher sales in the first quarter of fiscal 2021, given
that all our store locations were open throughout the first quarter of fiscal
2021, whereas all our store locations were closed for approximately 50 percent
of the first quarter of fiscal 2020.

Cost of goods sold for the three month period ended May 1, 2021 increased $496.7
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
May 1, 2021, and a 13% increase in comparable store sales.

Cost of goods sold as a percentage of sales for the 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 60 basis points in occupancy costs. These
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 wages, and a 10 basis
point increase in buying costs. We expect higher supply chain costs to continue
throughout fiscal 2021.

Selling, general and administrative expenses. For the three month period ended
May 1, 2021, selling, general and administrative expenses ("SG&A") increased
$259.7 million compared to the three month period ended May 2, 2020. This
increase 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.

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 May 1,
2021, a 13% increase in comparable store sales, net COVID-related operating
expenses for supplies, cleaning, and payroll related to additional safety
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
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operating expenses for supplies, cleaning, and payroll related to additional safety 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, net for the three month period
ended May 1, 2021 increased $12.4 million compared to the same period in the
prior year. 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 (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, partially offset by the elimination of interest expense on short-term
debt due to the repayment of our $800 million revolving credit facility in
October 2020 and 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 month periods ended May 1, 2021, May 2, 2020, and May 4, 2019 consists of the following:



                                                           Three Months 

Ended


    ($000)                                    May 1, 2021       May 2, 2020       May 4, 2019
    Interest expense on long-term debt     $     22,194      $     10,181      $      3,283
    Interest expense on short-term debt               -             1,697                 -
    Other interest expense                          330               278               313
    Capitalized interest                         (3,239)           (2,154)             (765)
    Interest income                                (236)           (3,336)           (8,466)
    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.

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, 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.

Net earnings (loss). Net earnings as a percentage of sales for the three month
period ended May 1, 2021 was 10.6% compared to the net loss as a percentage of
sales of (16.6)% for the three month period ended May 2, 2020. Net earnings as a
percentage of sales was higher primarily due to lower cost of goods sold and
lower SG&A expense as a percentage of sales, partially offset by higher taxes on
earnings and higher interest expense.

                                       20
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Net earnings as a percentage of sales for the three month periods ended May 1,
2021 and May 4, 2019 was 10.6% and 11.1%, respectively. Net earnings as a
percentage of sales was lower primarily due to higher interest expense, higher
SG&A expense, and higher taxes on earnings, partially offset by 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 May 1, 2021 and
May 4, 2019 were $1.34 and $1.15, respectively. The 17% increase in diluted
earnings per share for the three month period ended May 1, 2021, was primarily
attributable to 13% increase in net earnings and 4% from the reduction in
weighted-average diluted shares outstanding, largely due to stock repurchases
under our previous stock repurchase program.

Financial Condition

Liquidity and Capital Resources



Our primary sources of funds for our business activities 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 use cash to pay dividends, to repay debt as it
becomes due, and to repurchase stock under active stock repurchase programs.

                                                                      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 compare our cash flows from 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
took in fiscal 2020 to preserve our financial liquidity and enhance our
financial flexibility in response to the COVID-19 pandemic.

Operating Activities



Net cash provided by operating activities was $0.8 billion for the three month
period ended May 1, 2021. This was primarily driven by net earnings excluding
non-cash expenses for depreciation and amortization, and higher accounts payable
leverage. Net cash used in operating activities was $1.1 billion for the three
month period ended May 2, 2020. This was primarily driven by the net loss due to
the lack of sales from the closing of all store locations starting on March 20,
2020 through the end of the first quarter of fiscal 2020 and merchandise
payments for receipts prior to the shutdown of our operations. Net cash provided
by operating activities was $0.5 billion for the three month period ended May 4,
2019 and was primarily driven by net earnings excluding non-cash expenses for
depreciation and amortization.

The increase in cash flow from operating activities for the three month period
ended May 1, 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 the lack of
sales from the closing of all store locations starting on March 20, 2020 through
the end of the first quarter of fiscal 2020, and higher accounts payable
leverage. Accounts payable leverage (defined as accounts payable divided by
merchandise inventory) was 152%, 150%, and 40% as of May 1, 2021, January 30,
2021, and May 2, 2020, respectively. The increase in accounts payable leverage
from the prior year was primarily driven by extended payment terms and timing of
receipts.

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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. 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
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 42% of total inventory compared to 46% at the end of
fiscal 2019. As of May 4, 2019, packaway inventory was 44% of total inventory
compared to 46% at the end of fiscal 2018.

Investing Activities



Net cash used in investing activities was $136.9 million and $139.7 million for
the three month periods ended May 1, 2021 and May 2, 2020, respectively, and was
related to our capital expenditures. 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.

Capital expenditures for fiscal 2021 are projected to be approximately $700
million. Our planned capital expenditures are expected to be used 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.

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 three month period ended May 2, 2020. The decrease in cash
provided by financing activities for the three month period ended May 1, 2021,
compared to the three month period ended May 2, 2020, was primarily due to the
completion of our public debt offerings, net of refinancing costs, draw down on
our $800 million revolving credit facility, and the suspension of our share
repurchases in the first quarter of fiscal 2020.

Revolving credit facilities. Our $800 million unsecured revolving 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 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. Interest on the loan was based on LIBOR plus 0.875% (or 1.76%).



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 May 1, 2021, we were in
compliance with these amended covenants.

                                       22
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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 was scheduled to expire in April 2021. In October 2020, we
terminated this senior revolving credit facility. We had no borrowings under
that credit facility at any time.

Senior notes. 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 October 2020, we 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 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 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 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
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.

                                       23
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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:

                                           Less than                1 - 3                3 - 5              After 5
($000)                                      one year                years                years                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 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 May 1, 2021, January 30, 2021, and
May 2, 2020, we had $3.3 million, $15.3 million, and $4.2 million, respectively,
in standby letters of credit outstanding and $56.5 million, $56.1 million, and
$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 $18.4 million, $16.3 million, and $5.9 million
in trade letters of credit outstanding at May 1, 2021, January 30, 2021, and
May 2, 2020, respectively.

Dividends. In May 2021, the Company's Board of 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. The ongoing uncertainties and
potential impacts from the COVID-19 pandemic increase the challenge of making
these estimates; actual results could differ materially from our estimates.
During the first quarter of fiscal 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 January 30, 2021.

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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 the recurrence of significant business
disruptions arising from the COVID-19 pandemic.
•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.

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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.

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