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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 01, 2020
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission file number 0-14678

Ross Stores, Inc.

(Exact name of registrant as specified in its charter)

Delaware94-1390387
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
5130 Hacienda Drive, Dublin, California94568-7579
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code(925)965-4400

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

Title of each classTrading symbolName of each exchange on which registered
Common stock, par value $.01ROSTNasdaq Global Select Market

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

Title of each class

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

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

Large accelerated filer ý Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company ☐ Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of August 3, 2019 was $36,753,366,881, based on the closing price on that date as reported by the NASDAQ Global Select Market®. Shares of voting stock held by each director and executive officer have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of Common Stock, with $.01 par value, outstanding on March 9, 2020 was 355,896,821.

Documents incorporated by reference:

Portions of the Proxy Statement for the Registrant’s 2020 Annual Meeting of Stockholders, which will be filed on or before June 1, 2020, are incorporated herein by reference into Part III.

Ross Stores, Inc.

Form 10-K

Table of Contents

Page
PART I
Item 1.Business3
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments14
Item 2.Properties14
Item 3.Legal Proceedings17
Item 4.Mine Safety Disclosures17
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
Item 6.Selected Financial Data22
Item 7.Management's Discussion and Analysis of Financial Conditions and Results of Operations24
Item 7A.Quantitative and Qualitative Disclosures about Market Risk35
Item 8.Financial Statements and Supplementary Data36
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure62
Item 9A.Controls and Procedures62
Item 9B.Other Information62
PART III
Item 10.Directors, Executive Officers and Corporate Governance63
Item 11.Executive Compensation63
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters64
Item 13.Certain Relationships and Related Transactions, and Director Independence64
Item 14.Principal Accountant Fees and Services64
PART IV
Item 15.Exhibits, Financial Statement Schedules65
Signatures66
Index to Exhibits68

PART I

Next: Item 1. BUSINESS