Ross Stores (ROST) 10-K risk factor changes: FY2020 vs FY2019

Our Annual Report on Form 10-K for fiscal [removed: 2019,] [added: 2020,] and information we provide in our Annual Report to Stockholders, press releases, and other investor communications, including those on our corporate website, may contain forward-looking statements with respect to anticipated future events, including the rapidly developing challenges with and our plans and responses to the COVID-19 pandemic and related economic disruptions, our [added: future] financial performance, operations, competitive position, and our projected growth, that are all subject to risks and uncertainties that could cause our actual results to differ materially from those forward-looking statements and from our prior expectations and projections.

The [removed: current, major health] [added: COVID-19] pandemic [removed: from the novel coronavirus (COVID-19) is] [added: continues to] severely and adversely [removed: affecting] [added: affect] our sales and our operations, and [removed: will] [added: we expect it to continue to] have serious adverse effects on our business and our financial [removed: condition.][added: performance.]

The United States and other countries are experiencing a [removed: major] [added: major, prolonged] global [removed: health pandemic related to the outbreak of a novel strain of coronavirus (COVID-19), and] [added: COVID-19 pandemic, with] related, [removed: severe] [added: significant] disruptions [added: and restrictions] to retail operations and supply chains and to general economic activities, as the affected regions [removed: take increasingly] [added: have taken] dramatic [removed: action] [added: actions, sometimes including mandatory capacity restrictions, reduced operating hours, and closure of retail operations,] in an effort to slow down the spread of the disease.

As the COVID-19 pandemic continues, many of our customers [added: and associates] are [added: being] impacted by recommendations and/or mandates from federal, state, and local authorities to stay home [removed: ("shelter] [added: (“shelter] in [removed: place"] [added: place”] or [removed: "safer] [added: “safer] at [removed: home") and] [added: home”),] to avoid non-essential social contact and gatherings of people, and to self-quarantine.

The situation [removed: is] [added: continues to be] unprecedented and rapidly changing, and has unknown duration and severity.

[removed: This significant reduction in customer visits to] [added: The temporary closure of] our stores [removed: will result] [added: and distribution centers early] in [added: 2020 resulted in] a [added: significant] loss of sales and profits and [removed: have] [added: had] material adverse effects [removed: to] [added: on] our financial condition.

In addition, the COVID-19 pandemic [removed: will] [added: may] potentially adversely affect our ability to adequately staff our [removed: stores] [added: distribution centers, our stores,] and our [removed: distribution, merchant,] [added: merchant] and other support operations.

Further, the COVID-19 pandemic [removed: is currently] [added: has] severely [removed: impacting China and other] [added: impacted multiple] countries, which may also adversely affect our ability to access and ship products from the [removed: impacted countries.][added: affected regions.]

[removed: A] [added: The] prolonged, widespread pandemic [removed: will] [added: has] adversely [removed: impact] [added: impacted] global [removed: economies and financial markets,] [added: economies,] which [removed: will result] [added: has resulted] in an economic downturn that [removed: will] [added: may] reduce [added: consumer] demand for our products.

The extent [added: and duration] of the impact from the COVID-19 pandemic on our business and financial results will depend largely on future developments, including the duration and spread of the outbreak within the U.S., [added: regional surges in infection,] the [added: effectiveness of vaccines in controlling the virus or current or future variants of the virus, the] response by all levels of government in their efforts to contain the outbreak and to mitigate the economic disruptions, and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted.

Such impacts [added: have and] are expected to adversely affect our profitability, cash flows, financial results, and our capital resources.

We are subject to impacts from the macro-economic environment, financial and credit markets, and geopolitical conditions that affect consumer confidence and consumer disposable [removed: income.][added: income.]

[removed: Consumer spending habits for the merchandise we sell are affected by many factors, including] [added: Other factors include levels of unemployment,] the [removed: reaction] [added: size] and [removed: repercussions from the COVID-19 pandemic,] [added: timing of federal stimulus programs, salaries and wage rates,] prevailing economic conditions, recession and fears of recession, [removed: levels of unemployment, salaries and wage rates,] housing costs, energy and fuel costs, income tax rates and the timing of tax refunds, inflation, consumer confidence in future economic conditions, consumer perceptions of personal well-being and security, availability of consumer credit, consumer debt levels, and consumers’ disposable income.

The COVID-19 pandemic, [removed: or] [added: and] other potential, adverse developments in any of these areas could reduce demand for our merchandise, decrease our inventory turnover, cause greater markdowns, and negatively affect our sales and margins.

In order to achieve our planned gross margins, we must effectively manage our inventories, markdowns, and inventory [removed: shortage.][added: shortage.]

[added: If we make packaway purchases that] do not align with consumer preferences at the later time of release to our stores, we could have significant inventory markdowns.

Because a significant portion of the apparel and other goods we sell is originally manufactured in other countries, [added: constraints on the availability of shipping capacity,] changes in [added: transportation costs or in] U.S. tariffs, trade relationships, or tax policies, and natural disasters, or public health issues such as the current COVID-19 pandemic (or other, future pandemics), that reduce the supply or increase the relative cost of imported goods, could also result in disruptions to our existing supply relationships.

[removed: Shortages] [added: Shortages, delays,] or disruptions in the availability to us of high quality, value-priced merchandise would likely have a material adverse effect on our sales and margins.

[removed: Cyber criminals] [added: Cybercriminals] may attempt to penetrate our point of sale and other information systems to misappropriate customer or business information, including but not limited to credit/debit card, personnel, or trade information.

The increasing sophistication of [removed: cyber criminals] [added: cybercriminals] and advances in computer capabilities and remote access increases these risks.

A breach of our information or data security, a system shut down or other response we may take, or our failure or delay in detecting and mitigating a loss of personal or business information, could result in damage to our reputation, loss of customer confidence, violation (or alleged violation) of applicable [removed: laws,] [added: laws (including laws relating to consumer data protection] and [added: privacy, and required notifications of data security breaches), and] expose us to civil claims, litigation, and regulatory action, and to unanticipated costs and disruption of our operations.

An excessive rate of technological change could detract from the effectiveness of [added: adoption, and could make it more difficult for us to realize benefits from new technology.]

[removed: Our limited operating experience and limited] brand [removed: recognition in new markets may require us to build brand] awareness in that market through greater investments in advertising and promotional activity than we originally planned.

Although our vendor arrangements typically place contractual responsibility on the vendor for resulting liability and we generally rely on our vendors to provide authentic merchandise that matches the stated quality attributes and complies with applicable product safety and other laws, vendor non-compliance with [added: consumer product safety laws may subject us to product recalls, make certain products unsalable, or require us to incur significant compliance costs.]

As an ordinary part of our business, we are involved in various legal proceedings, regulatory reviews, tax audits, [removed: or] [added: and/or] other legal matters.

These may include lawsuits, inquiries, demands, or other claims or proceedings by governmental entities and private plaintiffs, including those relating to employment and employee benefits (including classification, employment rights, discrimination, harassment, wage and hour, and retaliation), securities, real estate, tort, commercial, consumer protection, privacy, product compliance and safety, advertising, comparative pricing, [added: product labeling,] intellectual property, tax, escheat, and whistle-blower claims.

These legal requirements collectively affect multiple aspects of our business, including the cost of health care, workforce management and employee benefits, minimum wages, advertising, comparative pricing, import/export, sourcing and manufacturing, data [removed: protection,] [added: protection (including customer and associate data privacy, choice and notification rights),] intellectual property, and others.

[removed: Information posted may be adverse to our interests or may be inaccurate, which could negatively affect our sales,] diminish customer trust, reduce employee morale and productivity, and lead to difficulties in recruiting and retaining qualified associates.

Although we use marketing and advertising programs to attract customers to our stores, particularly through [removed: television,] [added: television and social media,] our competitors may spend more or use different approaches, which could provide them with a competitive advantage.

To the extent that our vendors are located overseas or rely on overseas sources for a large portion of their products, any event causing a [removed: disruption] [added: disruption, delay, or increase in the cost] of imports, including the imposition of import [added: or other] restrictions, war, acts of terrorism, natural disasters, or public health issues such as the current COVID-19 pandemic (or other, future pandemics) could adversely affect our business.

The flow of merchandise from our vendors could also be adversely affected by [added: global shipping capacity limitations, or by] financial or political instability in any of the countries in which the goods we purchase are manufactured.

[removed: We cannot predict whether any of the countries from which our products are sourced, or in which our products are currently manufactured or may be manufactured in the] future, will be subject to trade restrictions imposed by the U.S. or foreign governments or the likelihood, type or effect of any such restrictions.

Although we have implemented policies and procedures to facilitate compliance with laws and regulations relating to doing business in foreign markets and importing merchandise, and to monitor [added: the compliance of] our suppliers, this does not guarantee that suppliers and other third parties with whom we do business will not violate such laws and regulations or our policies.

Natural or other disasters, such as the current COVID-19 pandemic (or other, future pandemics), [removed: earthquakes and] [added: wildfires, earthquakes,] hurricanes, tornadoes, floods, or other extreme weather and climate conditions, or fires, explosions, and acts of war or terrorism, or public health issues, in any of our markets could disrupt our operations or our supply chain, or could shut down, damage, or destroy our stores or distribution facilities.

[removed: In March 2020, we borrowed $800 million from our revolving credit facility] [added: These actions were taken] to add to our cash balances in order to provide enhanced financial flexibility due to uncertain market conditions arising from the impact of the COVID-19 pandemic.

Following a chain-wide closure from late March 2020 to mid-May 2020, all of our distribution centers and substantially all of our

store locations have been operating since the end of June 2020.

While vaccines have become available and a steadily increasing portion of the population is being vaccinated, it will take time for those efforts to reach levels that permit a relaxation in the social restrictions.

Additional outbreaks and spreading of the disease have been occurring in many places across the United States, and while levels of spread have gone up and down in different regions, health officials continue to warn of further potential disruptions and quarantine responses.

State and local “work from home” recommendations and mandates have been in effect for many of our corporate offices, and may continue for some time.

Store closures and distribution center closures may be required again nationally, regionally, or in specific locations.

We have a concentration of store locations in the States of California, Texas, and Florida; together those states include almost fifty percent of our stores, and they have each reported regional “hot spots” and increasing numbers of cases in recent months, which have already resulted in strict customer capacity limits, limits to our hours of operations and curfews, and in mandatory store closures, in certain areas.

“Stay at home” measures continue to discourage in-person shopping and to reduce traffic in our stores.

More than half of our distribution centers and warehouses are located in California.

A required closure of these facilities would be very disruptive to our ability to supply merchandise to our stores.

The COVID-19 pandemic may have prolonged and significant negative effects on consumer confidence, shopping behavior, and spending, which may adversely affect our sales and gross margins.

Consumer spending habits for the merchandise we sell are affected by many factors.

Currently, the repercussions from the COVID-19 pandemic are unknown and present significant risks and uncertainty.

There is significant uncertainty over potential changes in consumer behavior and shopping patterns as the pandemic continues and as different regions experience surges.

We need to successfully operate under the health and safety measures implemented in our stores and distribution centers, and across all our operations, to comply with regulatory requirements and with the goal of keeping our customers and associates safe from the spread of the COVID-19 virus without disruptions to our operations.

We have implemented a variety of measures in our stores locations, distribution centers, and other facilities, with the goal of keeping our associates, customers, and the communities we serve safe from spreading the COVID-19 virus.

These measures include additional cleaning and sanitation of stores and workspaces, return merchandise quarantining, providing associates with personal protective equipment based on CDC or other federal, state, or local health guidelines, and implementing physical distancing practices, in our stores, distribution centers, and in our other operations.

This is very challenging to do, and there is significant risk, incremental costs, and uncertainty regarding requirements and their implementation.

Not only are these measures new and evolving, but they often require change to established habits and patterns of behavior by large groups of people, who may not fully

understand or agree with the requested changes.

Whatever measures we adopt, there will also be challenges in effecting consistent compliance by our customers and our associates.

We will need to adapt and change these measures over time and as we learn from experience.

And despite our efforts and best intentions, incidents of infection will occur at our stores, distribution centers, and/or in our other facilities, potentially resulting in serious illness for those affected, including our associates.

This may result in required temporary closure of specific stores, distribution centers, or other facilities, and in temporary or longer term loss of key personnel during illness, and potential supply chain disruptions.

We may also face claims (with or without merit) that our retail stores or our other facilities and workplaces are operating in an unsafe manner or are not in compliance with applicable laws and regulations.

Any such incidents may adversely affect our operating results, increase our costs, and damage our reputation and competitive position.

As a result of potential changes in shopping behaviors due to the COVID-19 pandemic and potential disruptions to supply chains and store operations, we are at risk for inventory imbalances and the potential for higher than normal levels of markdowns to sell through our inventory, which would negatively affect our gross margins and our operating results.

The COVID-19 pandemic may cause changes in shopping behavior and restrictions on our operations, so that our predictions and sales plans are less accurate, and that may lead us to

have higher than usual levels of slow-moving or non-salable inventory at our prior planned price levels.

We would need to aggressively and progressively reduce our selling prices in order to clear out that inventory, which would result in decreased profit margins or losses on sales of that inventory, and adversely affect our results of operations in future periods.

Our limited operating experience and limited brand recognition in new markets may require us to build

Information posted may be adverse to our interests or may be inaccurate, which could negatively affect our sales,

We cannot predict whether any of the countries from which our products are sourced, or in which our products are currently manufactured or may be manufactured in the

The COVID-19 pandemic resulted in a prolonged period during the first half of 2020 in which we temporarily closed all store locations and distribution centers.

Although our store and distribution center operations have remained substantially open since June of 2020, there have been ongoing regional restrictions on store operating capacity, ongoing adversity in general economic conditions, and adverse impact on consumer confidence and shopping behavior.

While the pandemic continues, further closures or disruptions to our operations may be required nationally, regionally, or in specific

locations.

In March 2020, we borrowed $800 million from our revolving credit facility (subsequently repaid in the third quarter of 2020).

In April 2020, we completed a $2.0 billion senior notes offering (subsequently we refinanced $775 million in aggregate principal amount of those senior notes with the issuance of $1.0 billion in aggregate principal amount of lower interest rate senior notes).

We are subject to impacts from instances of damage to our stores and losses of merchandise accompanying protests or demonstrations, which may result in temporary store closures.

In recent weeks starting in March 2020, we have experienced a broad-based deceleration in sales trends from consumer response to the COVID-19 pandemic throughout the country.

Governmental authorities in affected regions are taking increasingly dramatic action in an effort to slow down the spread of the disease.

As part of a growing number of retailers across the country, we have temporarily closed all store locations effective March 20, 2020 through April 3, 2020.

We have closed our buying and corporate offices, and our distribution centers, for the same period, and we have instituted “work from home” measures for many of our associates.

We are monitoring the situation and will reopen stores as conditions permit; however, extended or further closures may be required nationally, regionally, or in specific locations.

If we make packaway purchases that

adoption, and could make it more difficult for us to realize benefits from new technology.

consumer product safety laws may subject us to product recalls, make certain products unsalable, or require us to incur significant compliance costs.

At the time of this filing, more than 40 million residents in California are under governmental orders to stay at home (“shelter in place” or “safer at home”) and to avoid non-essential social contact and gatherings of people.

The duration of this situation is unknown, and it is severely and adversely affecting our sales and our financial results.

In recent weeks starting in March 2020, we have experienced a broad-based deceleration in sales trends from consumer response to the COVID-19 pandemic throughout the country.

Governmental authorities in affected regions are taking increasingly dramatic action in an effort to slow down the spread of the disease.

As part of a growing number of retailers across the country, we have temporarily closed all store locations effective March 20, 2020 through April 3, 2020.

We have closed our buying and corporate offices, and our distribution centers, for the same period, and we have instituted “work from home” measures for many of our associates.

We are monitoring the situation and will reopen stores as conditions permit; however, extended or further closures may be required nationally, regionally, or in specific locations.

We have already temporarily suspended our stock repurchase program.

If necessary to support our operations, we could be forced to discontinue payment of our quarterly cash dividends.

The failure to repurchase stock, and any failure to pay dividends may negatively impact our reputation and investor confidence in us, and may negatively affect our stock price.

Ross is the largest off-price apparel and home fashion chain in the United States with [removed: 1,546] [added: 1,585] locations in [removed: 39] [added: 40] states, the District of Columbia, and Guam, as of [removed: February 1, 2020.][added: January 30, 2021.]

We also operate [removed: 259] [added: 274] dd’s DISCOUNTS stores in [removed: 19] [added: 21] states as of [removed: February 1, 2020] [added: January 30, 2021] 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.

In establishing appropriate growth targets for our business, [added: and considering the pace and magnitude of the economic recovery post the COVID-19 pandemic,] we [added: are] closely [removed: monitor] [added: monitoring] market share trends for the off-price industry and believe our share gains [removed: over the past few years were] [added: will continue to be] driven mainly by continued focus on value [added: and convenience] by consumers.

We refer to our fiscal years ended [added: January 30, 2021,] February 1, 2020, [removed: February 2, 2019,] and February [removed: 3, 2018] [added: 2, 2019] as fiscal [removed: 2019,] [added: 2020,] fiscal [removed: 2018,] [added: 2019,] and fiscal [removed: 2017,] [added: 2018,] respectively.

[removed: Current Material Development –] [added: Effects of] the COVID-19 Pandemic [removed: is Disrupting] [added: on] Our Business

The United States and other countries are experiencing [removed: a] [added: an ongoing,] major global health pandemic related to the outbreak of a novel strain of coronavirus, [removed: COVID-19.][added: COVID-19, that started at the beginning of 2020.]

Governmental authorities in affected regions [removed: are taking increasingly] [added: have taken, and continue to take,] dramatic [removed: action] [added: actions] in an effort to slow down the spread of the disease.

We [removed: have closed our buying and corporate offices, and our distribution centers, for the same period, and we have] [added: also] instituted “work from home” measures for many of our associates.

Given the unprecedented [added: impact the COVID-19 pandemic has had on our business, and the continued] uncertainty [removed: of this situation, including] [added: surrounding] the [added: COVID-19 pandemic, including its] unknown duration and [removed: severity of] [added: future severity,] the [removed: pandemic] [added: potential for resurgences] and [added: new virus variants, and] the unknown overall impact on consumer [removed: demand, we are unable to forecast the full impact on our business; however,] [added: demand and store productivity,] we [removed: now] expect that impacts from the COVID-19 pandemic and the related [added: cost increases and] economic disruption [removed: will] [added: may] have a material adverse impact on our consolidated results of operations, [removed: consolidated] financial [removed: position,] [added: condition,] and [removed: consolidated] cash flows in fiscal [removed: 2020.][added: 2021 and potentially beyond.]

The following table summarizes the financial results for fiscal [added: 2020,] 2019, [removed: 2018,] and [removed: 2017:][added: 2018:]

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [added: | | |]

| Sales | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Sales (millions) | | | | | | $ | [removed: 16,039] [added: 12,532] | | | | | $ | [removed: 14,984] [added: 16,039] | | | | | $ | [removed: 14,135] [added: 14,984] | | | | | [added: | | |]

| Comparable store sales growth [removed: (52-week basis)] | | | | | | [removed: 3] [added: n/a] | | [removed: %] | [added: 1] | | | [removed: 4] [added: 3%] | | [removed: %] | [added: 2] | | | [removed: 4] [added: 4%] | | [removed: %] | [added: 2] | | | [added: | | |]

| Costs and expenses (as a percent of sales) | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Selling, general and administrative | | | | | | [removed: 14.7] [added: 20.0%] | | [removed: %] | | | | [removed: 14.8] [added: 14.7%] | | [removed: %] | | | | [removed: 14.5] [added: 14.8%] | | [removed: %] | | | | [added: | | |]

| Interest [removed: (income) expense,] [added: expense (income),] net | | | | | | [removed: (0.1)] [added: 0.7%] | | [removed: %] | | | | [removed: (0.1)] [added: (0.1)%] | | [removed: %] | | | | [removed: 0.1] [added: (0.1)%] | | [removed: %] | | | | [added: | | |]

| Earnings before taxes (as a percent of sales) | | | | | | [removed: 13.5] [added: 0.8%] | | [removed: %] | | | | [removed: 13.7] [added: 13.5%] | | [removed: %] | | | | [removed: 14.4] [added: 13.7%] | | [removed: %] | | | | [added: | | |]

| Net earnings (as a percent of sales) | | | | | | [removed: 10.4] [added: 0.7%] | | [removed: %] | | | | [removed: 10.6] [added: 10.4%] | | [removed: %] | | | | [removed: 9.6] [added: 10.6%] | | [removed: %] | | | | [added: | | |]

Stores. Total stores open at the end of fiscal [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] were [added: 1,859,] 1,805, [removed: 1,717,] and [removed: 1,622,] [added: 1,717,] respectively.

The number of stores at the end of fiscal [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] increased by [added: 3%,] 5%, [removed: 6%,] and 6% from the respective prior years.

Our [removed: expansion] [added: longer term] strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses.

| | | | Store Count | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | |

| | | | Beginning of the period | | | [removed: 1,717] [added: 1,805] | | | | | | [removed: 1,622] [added: 1,717] | | | | | | [removed: 1,533] [added: 1,622] | | | | | |

| | | | Opened in the period | | | [removed: 98] [added: 66] | | | [added: 1] | | | [removed: 99] [added: 98] | | | | | | [removed: 96] [added: 99] | | | | | |

| | | | Closed in the period | | | [removed: (10)] [added: (12)] | | | [removed: 1] | | | [removed: (4)] [added: (10)] | | | [added: 2] | | | [removed: (7)] [added: (4)] | | | | | |

| | | | End of the period | | | [removed: 1,805] [added: 1,859] | | | | | | [removed: 1,717] [added: 1,805] | | | | | | [removed: 1,622] [added: 1,717] | | | | | |

| | | | Selling square footage at the end of the period (000) | | | [removed: 37,900] [added: 38,800] | | | | | | [removed: 36,300] [added: 37,900] | | | | | | [removed: 34,700] [added: 36,300] | | | | | |

| | | | [removed: 1] [added: 2] Includes the temporary closure of a store impacted by a weather event. | | | | | | | | | | | | | | | | | | | | |

[removed: Sales.] Sales for fiscal 2019 increased $1.1 billion, or 7.0%, compared to the prior year due to the opening of 88 net new stores during 2019 and a 3% increase in [removed: comparable store] sales [removed: (defined as stores that have been open for more than 14 complete months).][added: from comparable stores.]

[removed: Sales for] [added: Cost of goods sold in] fiscal [removed: 2018] [added: 2019] increased [removed: $0.8 billion, or 6.0%,] [added: $809.9 million] compared to the prior [removed: year] [added: year, mainly] due to [added: increased sales from] the opening of [removed: 95] [added: 88] net new stores during [removed: 2018] [added: the year] and a [removed: 4%] [added: 3%] increase in sales from comparable stores.

Our sales mix is shown below for fiscal [added: 2020,] 2019, [removed: 2018,] and [removed: 2017:][added: 2018:]

| | | | | | | [removed: 2019] [added: 2020] | | | [added: 1] | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Ladies | | | | | | [removed: 26] [added: 23] | | % | | | | 26 | | % | | | | [removed: 27] [added: 26] | | % |

| Home Accents and Bed and Bath | | | | | | [removed: 25] [added: 28] | | % | | | | [removed: 26] [added: 25] | | % | | | | 26 | | % |

| Men’s | | | | | | 14 | | % | | | | 14 | | % | | | | [removed: 13] [added: 14] | | % |

| Accessories, Lingerie, Fine Jewelry, and Fragrances | | | | | | [removed: 13] [added: 14] | | % | | | | 13 | | % | | | | 13 | | % |

| Shoes | | | | | | [removed: 13] [added: 12] | | % | | | | 13 | | % | | | | 13 | | % |

| Children’s | | | | | | 9 | | % | | | | [removed: 8] [added: 9] | | % | | | | 8 | | % |

[removed: Cost of goods sold. Cost of goods sold in] [added: For] fiscal [removed: 2019] [added: 2019, SG&A] increased [removed: $809.9] [added: $140.2] million compared to the prior [removed: year] [added: year,] mainly due to increased [removed: sales from] [added: store operating costs reflecting] the opening of 88 net new stores during the [removed: year and a 3% increase in sales from comparable stores.][added: year.]

Like other retailers across the country, we temporarily closed all our store locations, our distribution centers, and our buying and corporate offices for a significant part of our first and second fiscal quarters.

Our closures took effect March 20, 2020.

All our distribution centers were reopened by the end of May 2020.

The vast majority of our store locations were open and operating by the end of June 2020, and remained open throughout the remainder of fiscal 2020.

While open, many of our stores were operating on shorter hours and under mandated occupancy restrictions for periods of time as compared to the prior year.

The COVID-19 pandemic and the related economic disruption had a material adverse impact on our results of operations, financial position, and cash flows for fiscal 2020.

The consolidated results presented in this report reflect the significant revenue decline and other impacts from our temporary store closures (for approximately half of the first quarter and 25 percent of the second quarter), mandated occupancy restrictions, and reduced operating hours.

Our core business results improved during the second half of fiscal 2020; however, upsurges of COVID-19 in the fourth quarter, especially in California, our largest state, resulted in reduced customer traffic and slowed the pace of recovery.

While vaccines have become available and a steadily increasing portion of the U.S. population is being vaccinated, it will take time for those efforts to reach levels that permit a relaxation of the social distancing restrictions.

We expect the material adverse effects from the pandemic to continue through fiscal 2021 and potentially beyond.

The temporary closure of all our stores during much of the first two fiscal quarters significantly impacted our ability to sell the seasonal inventory then on hand in a timely manner.

As we reopened our stores and resumed operations in the middle of the second quarter, a significant portion of the merchandise in our stores was aged and out of season.

We took deep markdowns to sell through this inventory.

During the initial reopenings, sales were ahead of our conservative plans, as we benefited from pent-up consumer demand and aggressive markdowns.

In the weeks after reopening, sales trends were negatively affected by depleted store inventory levels while we were ramping up our buying and distribution capabilities.

During the third quarter, sales improved substantially compared to the second quarter.

This was driven by several factors, including an improvement in our merchandise assortments, a

later back-to-school season, stronger performance in our larger markets, and our return to more normal store hours.

Our fourth quarter sales remained suppressed due to the negative impact from the upsurge in the virus that resulted in reduced customer traffic and more stringent occupancy and store operating hours restrictions.

The ongoing effect of the COVID-19 pandemic on consumer behavior and spending patterns remains highly uncertain.

Despite the initial surge in customer demand as our stores first reopened, we expect customer demand to be generally suppressed for an extended period of time.

In addition, there have been recent resurgences in the spread of COVID-19 and new virus variants throughout the United States, which may also recur in the future, in one or more regions, and which have and could require our stores and distribution centers to temporarily close again nationally, regionally, or in specific locations.

These closures would negatively impact our future revenue and operations.

In response to the COVID-19 pandemic, we incurred various costs to reopen our stores and distribution centers, and we incurred additional operating costs for processes and procedures to facilitate social distancing, to enhance cleaning and sanitation activities, and to provide personal protective equipment to our associates.

These actions, combined with various other actions taken to reduce costs, resulted in approximately $130 million of additional net costs in fiscal 2020.

We expect our operating costs to remain elevated related to our continuing response to the COVID-19 pandemic.

To preserve our financial liquidity and enhance our financial flexibility, we borrowed $800 million from our revolving credit facility in March 2020, completed a $2.0 billion senior notes offering in April 2020, and entered into a new $500 million 364-day senior revolving credit facility in May 2020.

In the third quarter of fiscal 2020, we refinanced $775 million in aggregate principal amount of higher interest senior notes with the issuance of $1.0 billion in aggregate principal amount of lower interest rate senior notes.

This action resulted in a refinancing charge of approximately $240 million in the third quarter, but will significantly reduce our annual interest expense and total cash outlays over the life of the debt.

In addition to refinancing the senior notes, we took several other actions during the third quarter, to reduce our ongoing debt costs, including repayment of the $800 million revolving credit facility and termination of the undrawn $500 million 364-day senior revolving credit facility.

We suspended our stock repurchase program in March 2020 and temporarily suspended quarterly dividends in May 2020, and we took measures to reduce our expenses, inventory receipts, and capital expenditures.

Beginning April 5, 2020, we implemented temporary furloughs for a large portion of our hourly store and distribution center and other associates in our buying and corporate offices who could not work productively while our stores and distribution centers were closed.

Employee health benefits for eligible associates continued during the temporary furlough at no cost to the impacted associates.

We also reduced payroll expenses through temporary salary reductions for senior executives and other personnel, which remained in effect until May 24, 2020, when more than half of our stores had reopened.

In conjunction with these payroll expense reduction measures, effective April 1, 2020, the non-employee members of our Board of Directors suspended the cash elements of their director compensation, which remained in effect until August 2020.

In May 2020, in connection with the phased reopening of our store and distribution center locations, we began recalling many of our furloughed associates, as they were able to resume productive work.

As of our third quarter, the majority of these associates had returned to work.

Also in May 2020, we suspended rent payments associated with the leases for our temporarily closed stores.

During fiscal 2020, we negotiated rent deferrals and/or rent abatements for a significant number of our stores.

The repayment of the deferrals will be at later dates, primarily in fiscal 2021.

Our sales and earnings gains in 2019 continued to benefit from efficient execution of our off-price model throughout all areas of our business.

Fiscal 2017 was a 53-week year.

Fiscal 2019 and 2018 were each 52-week years.

As part of a growing number of retailers across the country, we have temporarily closed all store locations effective March 20, 2020 through April 3, 2020.

We are monitoring the situation and will reopen stores as conditions permit; however, extended or further closures may be required nationally, regionally, or in specific locations.

To preserve our financial liquidity, and out of an abundance of caution, we are temporarily suspending our stock repurchase program, and in mid-March 2020 we borrowed $800 million from our revolving credit facility, which bears interest at LIBOR plus 0.75% (currently 1.61%), to add to our cash balances.

In addition, we are reducing our expense, inventory receipts, and capital expenditure plans.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sales growth | | | | | | 7.0 | | % | | | | 6.0 | | % | | | | 9.9 | | % | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of goods sold | | | | | | 71.9 | | % | | | | 71.6 | | % | | | | 71.0 | | % | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

Although our strategies and store expansion program contributed to sales gains in fiscal 2019, 2018, and 2017, we cannot be sure that they will result in a continuation of sales growth or in an increase in net earnings.

As part of a growing number of retailers across the country, we have temporarily closed all store locations effective March 20, 2020 through April 3, 2020, in response to the COVID-19 pandemic.

We have closed our buying and corporate offices, and our distribution centers, for the same period, and we have instituted “work from home” measures for many of our associates.

Given the unprecedented uncertainty of this situation, including the unknown duration and severity of the pandemic, which may require extended and further store closures nationally, regionally, or in specific locations, and the unknown overall impact on consumer demand, we are unable to forecast the full impact on our business; however, we now expect that impacts from the COVID-19 pandemic and the related economic disruption will have a material adverse impact on our consolidated results of operations, consolidated financial position, and consolidated cash flows in fiscal 2020.

Cost of goods sold in fiscal 2018 increased $683.6 million compared to the prior year mainly due to increased sales from the opening of 95 net new stores during the year and a 4% increase in sales from comparable stores.

Cost of goods sold as a percentage of sales for fiscal 2018 increased approximately 55 basis points from the prior year primarily due to a 40 basis point increase in freight costs, a 15 basis point increase in distribution expenses, higher buying costs of 10 basis points, and higher occupancy costs of five basis points.

These increases were partially offset by an increase of 15 basis points in merchandise gross margin.

We cannot be sure that the gross profit margins realized in fiscal 2019, 2018, and 2017 will continue in future years.

Selling, general and administrative expenses. For fiscal 2019, selling, general and administrative expenses (“SG&A”) increased $140.2 million compared to the prior year, mainly due to increased store operating costs reflecting the opening of 88 net new stores during the year.

For fiscal 2018, SG&A increased $172.9 million compared to the prior year, mainly due to increased store operating costs reflecting the opening of 95 net new stores during the year.

SG&A as a percentage of sales for fiscal 2018 increased by approximately 30 basis points compared to the prior year primarily due to higher wages.

In fiscal 2018, net interest income improved by $17.8 million compared to 2017 primarily due to an increase in interest income and higher capitalized interest on information systems projects.

We anticipate that our effective tax rate for fiscal 2020 will be approximately 24%.

In fiscal 2017, the Tax Cuts and Jobs Act (the “Tax Act” or "tax reform") was signed into law.

The Tax Act made significant changes to U.S. corporate taxation including reducing the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018, the last month of fiscal 2017.

U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted.

We applied a U.S. federal income tax rate of 21% for fiscal 2018 and a blended U.S. federal income tax rate of approximately 34% for fiscal 2017.

This reduced tax rate resulted in a benefit of $24.9 million in fiscal 2017.

We recorded an additional tax benefit of $55.2 million due to the remeasurement of our deferred tax assets and liabilities in fiscal 2017.

The 8% increase in diluted earnings per share is attributable to an increase of approximately 5% in net earnings and 3% from the reduction in weighted-average diluted shares outstanding, largely due to the repurchase of common stock under our stock repurchase program.

Diluted earnings per share in fiscal 2018 was $4.26, which included a per share benefit of approximately $0.70 from tax reform and $0.07 from the favorable resolution of a tax matter, compared to $3.55 in the prior year, which included a per share benefit of approximately $0.21 from tax reform and a $0.10 benefit from the 53rd week.

The 20% increase in diluted earnings per share was attributable to an increase of approximately 16% in net earnings (which included a 14% impact from tax reform and a 2% impact from the favorable resolution of a tax matter) and 4% from the reduction in weighted-average diluted shares outstanding, largely due to the repurchase of common stock under our stock repurchase program.

As part of a growing number of retailers across the country, we have temporarily closed all store locations effective March 20, 2020 through April 3, 2020.

We have closed our buying and corporate offices, and our distribution centers, for the same period, and we have instituted “work from home” measures for many of our associates.

We are monitoring the situation and will reopen stores as conditions permit; however, extended or further closures may be required nationally, regionally, or in specific locations.

Given the unprecedented uncertainty of this situation, including the unknown duration and severity of the pandemic and the overall impact on consumer demand, we are unable to forecast the full impact on our business; however, this represents a known area of uncertainty and we now expect that impacts from the COVID-19 pandemic and the related economic disruption will have a material adverse impact on our business.

We had no outstanding forward contracts as of [removed: February 1, 2020.][added: January 30, 2021.]

As of [removed: February 1, 2020,] [added: January 30, 2021,] we had no borrowings outstanding under our revolving credit facility.

Interest that is payable on [added: all series of] our Senior Notes is based on fixed interest [removed: rates] [added: rates,] and is therefore unaffected by changes in market interest rates.

A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have a material [added: negative] impact on our consolidated financial position, results of operations, cash flows, or the fair values of our short- and long-term investments as of and for the year ended [removed: February 1, 2020.][added: January 30, 2021.]

As of January 30, 2021, we have outstanding eight series of unsecured Senior Notes.

As of February 1, 2020, we have one outstanding series of unsecured 6.53% Series B Senior Notes due December 2021 with an aggregate principal amount of $65 million.

We also have unsecured 3.375% Senior Notes due September 2024 with an aggregate principal amount of $250 million.

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,546] [added: 1,585] locations in [removed: 39] [added: 40] states, the District of Columbia, and Guam, as of [removed: February 1, 2020.][added: January 30, 2021.]

We also operate [removed: 259] [added: 274] dd’s DISCOUNTS stores in [removed: 19] [added: 21] states as of [removed: February 1, 2020.][added: January 30, 2021.]

We refer to our fiscal years ended [added: January 30, 2021,] February 1, 2020, [removed: February 2, 2019,] and February [removed: 3, 2018] [added: 2, 2019] as fiscal [removed: 2019,] [added: 2020,] fiscal [removed: 2018,] [added: 2019,] and fiscal [removed: 2017, respectively.][added: 2018, respectively, all of which were 52-week years.]

Purchasing. We have a [removed: combined] [added: large] network of [removed: about 7,500] merchandise vendors and manufacturers for both Ross and dd’s DISCOUNTS and believe we have adequate sources of first-quality merchandise to meet our requirements.

We purchase the vast majority of our merchandise directly from manufacturers, and we have not experienced difficulty in [removed: obtaining] [added: sourcing] sufficient merchandise inventory.

For most orders, [removed: only one] delivery is made to one of our distribution centers.

In fiscal [removed: 2019,] [added: 2020,] we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

Packaway accounted for approximately [added: 38% and] 46% of total inventories as of [removed: February 1, 2020] [added: January 30, 2021] and February [removed: 2, 2019.][added: 1, 2020, respectively.]

These strategic locations allow our buyers to be in the market [removed: on a daily basis,] [added: frequently,] sourcing opportunities and negotiating purchases with vendors and manufacturers.

At the end of fiscal [removed: 2019,] [added: 2020,] we had [removed: approximately] [added: over] 900 merchants for Ross and dd’s DISCOUNTS combined.

Ross and dd’s DISCOUNTS buyers have on average [removed: seven] [added: eight] years of experience, including merchandising positions with other [removed: retailers such as Bloomingdale’s, Burlington Stores, Kohl’s, Lord & Taylor, Macy’s, Saks, and Target.][added: retailers.]

Pricing. [removed: Our policy is to] [added: We] sell brand name merchandise at Ross that is priced 20% to 60% below most department and specialty store regular prices.

Our pricing [removed: policy] is reflected on most of our price tags which display our selling price as well as the comparable value for that item in department and specialty stores for Ross merchandise, or in more moderate department and discount stores for dd’s DISCOUNTS merchandise.

As of [removed: February 1, 2020,] [added: January 30, 2021,] we operated a total of [removed: 1,805] [added: 1,859] stores comprised of [removed: 1,546] [added: 1,585] Ross stores and [removed: 259] [added: 274] dd’s DISCOUNTS stores.

We believe a key element of our success at both Ross and dd’s DISCOUNTS is our organized, attractive, [removed: easy-to-shop,] [added: and easy-to-shop] in-store environments which allow customers to shop at their own pace.

Recent initiatives include continued enhancements to our [removed: information and data security, merchandising,] [added: collaboration, cybersecurity, merchandise planning,] distribution, [removed: transportation,] store, and [removed: financial] [added: human resource] systems.

These initiatives support future growth, the execution and achievement of our plans, [removed: as well as] ongoing stability and [removed: compliance.][added: compliance, as well as our ability to work remotely during the COVID-19 pandemic.]

An additional distribution center in Brookshire, Texas is currently under construction and expected to open in [removed: 2021.][added: 2022.]

Advertising for dd’s DISCOUNTS is primarily focused on [removed: radio] [added: radio, both broadcast] and [added: digital, social media, and] new store grand openings.

As of [removed: February 1, 2020,] [added: January 30, 2021,] we had approximately [removed: 92,500] [added: 93,700] total [removed: employees,] [added: associates,] which includes both full- and part-time [removed: employees.][added: associates.]

Additionally, we hire temporary [removed: employees] [added: associates,] especially during the peak seasons.

Our [removed: employees] [added: associates] are non-union.

Management considers the relationship between the Company and our [removed: employees] [added: associates] to be good.

We face a challenging macro-economic and retail environment that creates intense competition for business from [removed: on-line] [added: online] retailers, department stores, specialty stores, discount stores, warehouse stores, other off-price retailers, and manufacturer-owned outlet stores, many of which are units of large national or regional chains that have substantially greater resources.

Our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements, and any amendments to those reports are made available free of charge on or through the Investors section of our corporate [removed: website] [added: website,] promptly after being electronically filed with the Securities and Exchange Commission.

We also operate a smaller buying office located in Boston.

In response to the health pandemic from the novel coronavirus (COVID-19), we implemented enhanced safety protocols for our customers and associates, including social distancing measures and capacity restrictions.

In response to COVID-19, we implemented additional processes and procedures to facilitate social distancing, to enhance cleaning and sanitation activities, and to provide personal protective equipment to our associates, which has increased our operating costs.

We expect to incur higher operating costs during the COVID-19 pandemic.

Human Capital

Our associates play essential roles in delivering great value to our customers.

Throughout our organization, we recognize and appreciate the importance of attracting, retaining, and developing our associates and we have a number of key programs to do so.

Talent development. The professional growth of our associates is important to our success as a business.

We identify and enumerate key competencies we believe are critical to our ability to execute our business model and deliver the values our customers expect.

We utilize these competencies in the hiring, development, evaluation, and future planning of our teams.

We provide training opportunities to help associates grow and build their careers.

Our associates, managers, and executives may participate in technical and leadership development activities.

We support associates interested in leadership roles by offering opportunities to gain experience and build the skills necessary to advance within the Company.

We are proud that many store leaders started their careers with us as retail associates.

Diversity, equality, and inclusion. We care about our associates and the communities we serve.

We are committed to building diverse teams and an inclusive culture that respects, values, and celebrates the diversity of

backgrounds, identities, and ideas of those who work and shop with us.

We are focused on executing strategies to support our commitment to diversity, equality, and inclusion.

Community and social impact. We provide our associates the opportunity to give back to their communities and make a social impact through various programs such as our matching gift program, volunteer time off for eligible associates, and a scholarship program for our associates and their dependents.

We operate in an attractive sector of retail that will be facing much less brick and mortar competition given the significant number of retail closures and bankruptcies.

We believe that we remain well-positioned within the off-price retail apparel and home fashion industry to compete based on these factors.

Fiscal 2017 was a 53-week year.

Fiscal 2019 and 2018 were each 52-week years.

Employees

We believe that we are well-positioned to compete based on each of these factors.

[removed: Like many retailers, we] [added: We] have been named in class/representative action lawsuits, primarily in California, alleging violation of wage and hour laws and consumer protection laws.

Class/representative action litigation remains pending as of [removed: February 1, 2020.][added: January 30, 2021.]

Like many retailers and other businesses, we have filed a lawsuit as plaintiff against the insurance companies with respect to our claims for insurance coverage for business interruption, property damage, and other losses that we have experienced as a result of the COVID-19 pandemic.

Our suit was filed in Alameda County, California in December 2020.

The proceedings remain at an early procedural stage, and are subject to significant uncertainties.

| | | | | | | (Mark one) | | | | | | [removed: | | |]

| ☒ | | | | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | [removed: | | |]

| | | | | | | For the fiscal year ended [removed: February 01, 2020 | | |] [added: January 30, 2021] | | | | | |

| ☐ | | | | | | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | [removed: | | |]

| | | | | | | For the transition period from ________ to ________ | | | | | | [removed: | | |]

| Delaware | | | | | | [removed: | | |] 94-1390387 | | | | | | [removed: | | | | | |]

| (State or other jurisdiction of incorporation or organization) | | | | | | [removed: | | |] (I.R.S. Employer Identification No.) | | | | | | [removed: | | | | | |]

| 5130 Hacienda Drive, Dublin, California | | | | | | [removed: | | |] 94568-7579 | | | | | | [removed: | | | | | |]

| (Address of principal executive offices) | | | | | | [removed: | | |] (Zip Code) | | | | | | [removed: | | | | | |]

| Registrant’s telephone number, including area code | | | | | | [removed: | | |] (925) | | | 965-4400 | | | [removed: | | | | | |]

Yes ☐ No [removed: ý][added: ☒]

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of August [removed: 3, 2019] [added: 1, 2020] was [removed: $36,753,366,881,] [added: $31,310,449,079,] based on the closing price on that date as reported by the NASDAQ Global Select Market®.

The number of shares of Common Stock, with $.01 par value, outstanding on March [removed: 9, 2020] [added: 8, 2021] was [removed: 355,896,821.][added: 356,523,349.]

Portions of the Proxy Statement for the Registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders, which will be filed on or before June 1, [removed: 2020,] [added: 2021,] are incorporated herein by reference into Part III.

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| [Item [removed: 9.](#ic5ebea58ae7d4d4f9c676733a5337e55_145) | | |] [added: 9.](#i2810b7480f854bfc9cb2e754f7a2d259_130)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic5ebea58ae7d4d4f9c676733a5337e55_145) | | | | | |] [added: Disclosure](#i2810b7480f854bfc9cb2e754f7a2d259_130)] | | | [removed: [62](#ic5ebea58ae7d4d4f9c676733a5337e55_145)] | | | [added: [63](#i2810b7480f854bfc9cb2e754f7a2d259_130)] | | |

| [Item [removed: 9A.](#ic5ebea58ae7d4d4f9c676733a5337e55_148) | | |] [added: 9A.](#i2810b7480f854bfc9cb2e754f7a2d259_133)] | | | | | | [Controls and [removed: Procedures](#ic5ebea58ae7d4d4f9c676733a5337e55_148) | | | | | | [62](#ic5ebea58ae7d4d4f9c676733a5337e55_148)] [added: Procedures](#i2810b7480f854bfc9cb2e754f7a2d259_133)] | | | | | | [added: [63](#i2810b7480f854bfc9cb2e754f7a2d259_133)] | | |

| [Item [removed: 9B.](#ic5ebea58ae7d4d4f9c676733a5337e55_151) | | |] [added: 9B.](#i2810b7480f854bfc9cb2e754f7a2d259_136)] | | | | | | [Other [removed: Information](#ic5ebea58ae7d4d4f9c676733a5337e55_151) | | | | | | [62](#ic5ebea58ae7d4d4f9c676733a5337e55_151)] [added: Information](#i2810b7480f854bfc9cb2e754f7a2d259_136)] | | | | | | [added: [63](#i2810b7480f854bfc9cb2e754f7a2d259_136)] | | |

| [Item [removed: 10.](#ic5ebea58ae7d4d4f9c676733a5337e55_157) | | |] [added: 10.](#i2810b7480f854bfc9cb2e754f7a2d259_142)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic5ebea58ae7d4d4f9c676733a5337e55_157) | | | | | | [63](#ic5ebea58ae7d4d4f9c676733a5337e55_157)] [added: Governance](#i2810b7480f854bfc9cb2e754f7a2d259_142)] | | | | | | [added: [64](#i2810b7480f854bfc9cb2e754f7a2d259_142)] | | |

| [Item [removed: 11.](#ic5ebea58ae7d4d4f9c676733a5337e55_160) | | |] [added: 11.](#i2810b7480f854bfc9cb2e754f7a2d259_145)] | | | | | | [Executive [removed: Compensation](#ic5ebea58ae7d4d4f9c676733a5337e55_160) | | | | | | [63](#ic5ebea58ae7d4d4f9c676733a5337e55_160)] [added: Compensation](#i2810b7480f854bfc9cb2e754f7a2d259_145)] | | | | | | [added: [64](#i2810b7480f854bfc9cb2e754f7a2d259_145)] | | |

| [Item [removed: 12.](#ic5ebea58ae7d4d4f9c676733a5337e55_163) | | |] [added: 12.](#i2810b7480f854bfc9cb2e754f7a2d259_148)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic5ebea58ae7d4d4f9c676733a5337e55_163) | | | | | |] [added: Matters](#i2810b7480f854bfc9cb2e754f7a2d259_148)] | | | [removed: [64](#ic5ebea58ae7d4d4f9c676733a5337e55_163)] | | | [added: [65](#i2810b7480f854bfc9cb2e754f7a2d259_148)] | | |

| [Item [removed: 13.](#ic5ebea58ae7d4d4f9c676733a5337e55_166) | | |] [added: 13.](#i2810b7480f854bfc9cb2e754f7a2d259_151)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic5ebea58ae7d4d4f9c676733a5337e55_166) | | | | | |] [added: Independence](#i2810b7480f854bfc9cb2e754f7a2d259_151)] | | | [removed: [64](#ic5ebea58ae7d4d4f9c676733a5337e55_166)] | | | [added: [65](#i2810b7480f854bfc9cb2e754f7a2d259_151)] | | |

| [Item [removed: 14.](#ic5ebea58ae7d4d4f9c676733a5337e55_169) | | |] [added: 14.](#i2810b7480f854bfc9cb2e754f7a2d259_154)] | | | | | | [Principal Accountant Fees and [removed: Services](#ic5ebea58ae7d4d4f9c676733a5337e55_169) | | | | | | [64](#ic5ebea58ae7d4d4f9c676733a5337e55_169)] [added: Services](#i2810b7480f854bfc9cb2e754f7a2d259_154)] | | | | | | [added: [65](#i2810b7480f854bfc9cb2e754f7a2d259_154)] | | |

| [Item [removed: 15.](#ic5ebea58ae7d4d4f9c676733a5337e55_175) | | |] [added: 15.](#i2810b7480f854bfc9cb2e754f7a2d259_160)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#ic5ebea58ae7d4d4f9c676733a5337e55_175) | | | | | | [65](#ic5ebea58ae7d4d4f9c676733a5337e55_175)] [added: Schedules](#i2810b7480f854bfc9cb2e754f7a2d259_160)] | | | | | | [added: [66](#i2810b7480f854bfc9cb2e754f7a2d259_160)] | | |

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| [PART I](#i2810b7480f854bfc9cb2e754f7a2d259_10) | | | | | | | | | | | | | | |

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| [PART II](#i2810b7480f854bfc9cb2e754f7a2d259_31) | | | | | | | | | | | | | | |

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| [PART III](#i2810b7480f854bfc9cb2e754f7a2d259_139) | | | | | | | | | | | | | | |

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| [PART IV](#i2810b7480f854bfc9cb2e754f7a2d259_157) | | | | | | | | | | | | | | |

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| | | | | | | [Signatures](#i2810b7480f854bfc9cb2e754f7a2d259_163) | | | | | | [67](#i2810b7480f854bfc9cb2e754f7a2d259_163) | | |

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| | | | | | | [Index to Exhibits](#i2810b7480f854bfc9cb2e754f7a2d259_166) | | | | | | [69](#i2810b7480f854bfc9cb2e754f7a2d259_166) | | |

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| [PART I](#ic5ebea58ae7d4d4f9c676733a5337e55_10) | | | | | | | | | | | | | | | | | | | | | | | |

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| [PART II](#ic5ebea58ae7d4d4f9c676733a5337e55_31) | | | | | | | | | | | | | | | | | | | | | | | |

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| [PART III](#ic5ebea58ae7d4d4f9c676733a5337e55_154) | | | | | | | | | | | | | | | | | | | | | | | |

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| [PART IV](#ic5ebea58ae7d4d4f9c676733a5337e55_172) | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | [Signatures](#ic5ebea58ae7d4d4f9c676733a5337e55_178) | | | | | | [66](#ic5ebea58ae7d4d4f9c676733a5337e55_178) | | | | | | | | | | | |

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| | | | | | | [Index to Exhibits](#ic5ebea58ae7d4d4f9c676733a5337e55_181) | | | | | | [68](#ic5ebea58ae7d4d4f9c676733a5337e55_181) | | | | | | | | | | | |

At [removed: February 1, 2020,] [added: January 30, 2021,] we operated a total of [removed: 1,805] [added: 1,859] stores, of which [removed: 1,546] [added: 1,585] were Ross stores in [removed: 39] [added: 40] states, the District of Columbia, and Guam, and [removed: 259] [added: 274] were dd’s DISCOUNTS stores in [removed: 19] [added: 21] states.

During fiscal [removed: 2019,] [added: 2020,] we opened [removed: 74] [added: 50] new Ross stores and closed [removed: eight] [added: 11] existing stores.

During fiscal [removed: 2019,] [added: 2020,] we opened [removed: 24] [added: 16] new dd’s DISCOUNTS stores, [removed: closed] [added: including reopening] one [removed: existing store, and] [added: store previously] temporarily closed [removed: one store impacted by] [added: due to] a weather [removed: event.][added: event, and closed one existing store.]

During fiscal [removed: 2019,] [added: 2020,] no one store accounted for more than 1% of our sales.

Our real estate strategy in [removed: 2020] [added: 2021] is to primarily open stores in states where we currently operate, to increase our market penetration and leverage overhead and advertising expenses as a percentage of sales in each market.

We also expect to continue our store expansion in newer markets in [removed: 2020.][added: 2021.]

The following table summarizes the locations of our stores by state/territory as of [removed: February 1, 2020] [added: January 30, 2021] and February [removed: 2, 2019.][added: 1, 2020.]

| State/Territory | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | | | | | February [removed: 2, 2019] [added: 1, 2020] | | |

| Arizona | | | | | | [removed: 82] [added: 81] | | | | | | [removed: 80] [added: 82] | | |

| Arkansas | | | | | | [removed: 9] [added: 10] | | | | | | [removed: 8] [added: 9] | | |

| California | | | | | | [removed: 417] [added: 431] | | | | | | [removed: 400] [added: 417] | | |

| Colorado | | | | | | 38 | | | | | | [removed: 37] [added: 38] | | |

| Delaware | | | | | | [removed: 3] [added: 4] | | | | | | 3 | | |

| Florida | | | | | | [removed: 221] [added: 225] | | | | | | [removed: 205] [added: 221] | | |

| Georgia | | | | | | [removed: 64] [added: 63] | | | | | | [removed: 61] [added: 64] | | |

| Illinois | | | | | | [removed: 83] [added: 89] | | | | | | [removed: 79] [added: 83] | | |

| Indiana | | | | | | [removed: 20] [added: 26] | | | | | | [removed: 15] [added: 20] | | |

| Kentucky | | | | | | 15 | | | | | | [removed: 11] [added: 15] | | |

| Louisiana | | | | | | [removed: 19] [added: 20] | | | | | | [removed: 18] [added: 19] | | |

| Maryland | | | | | | 26 | | | | | | [removed: 25] [added: 26] | | |

| Missouri | | | | | | 27 | | | | | | [removed: 26] [added: 27] | | |

| Nebraska | | | | | | 5 | | | | | | [removed: 1] [added: 5] | | |

| Nevada | | | | | | [removed: 39] [added: 40] | | | | | | 39 | | |

| New Jersey | | | | | | [removed: 14] [added: 18] | | | | | | 14 | | |

| New Mexico | | | | | | 18 | | | | | | [removed: 15] [added: 18] | | |

| North Carolina | | | | | | [removed: 48] [added: 49] | | | | | | [removed: 47] [added: 48] | | |

| North Dakota | | | | | | 3 | | | | | | [removed: 2] [added: 3] | | |

| Ohio | | | | | | [removed: 5] [added: 8] | | | | | | [removed: —] [added: 5] | | |

| Oklahoma | | | | | | [removed: 27] [added: 28] | | | | | | [removed: 26] [added: 27] | | |

| Oregon | | | | | | [removed: 31] [added: 30] | | | | | | 31 | | |

| Pennsylvania | | | | | | [removed: 50] [added: 51] | | | | | | [removed: 48] [added: 50] | | |

| South Carolina | | | | | | [removed: 27] [added: 30] | | | | | | 27 | | |

| Tennessee | | | | | | [removed: 36] [added: 37] | | | | | | [removed: 34] [added: 36] | | |

| Texas | | | | | | [removed: 255] [added: 260] | | | | | | [removed: 244] [added: 255] | | |

| Utah | | | | | | [removed: 22] [added: 23] | | | | | | [removed: 21] [added: 22] | | |

| Virginia | | | | | | [removed: 40] [added: 41] | | | | | | [removed: 39] [added: 40] | | |

| Washington | | | | | | [removed: 42] [added: 43] | | | | | | [removed: 43] [added: 42] | | |

| Wisconsin | | | | | | 19 | | | | | | [removed: 18] [added: 19] | | |

| Total | | | | | | [removed: 1,805] [added: 1,859] | | | | | | [removed: 1,717] [added: 1,805] | | |

At [removed: February 1, 2020,] [added: January 30, 2021,] the majority of our stores had unexpired original lease terms ranging from three to ten years, with three to four renewal options of five years each.

| West Virginia | | | | | | 1 | | | | | | — | | |

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| | | | Distribution/Warehouse Facilities | | | | | | | | | | | | | | | | | |

| | | | Las Vegas, Nevada | | | | | | 102,000 | | | | | | Lease | | | | | |

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| | | | Distribution centers/Warehouses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Michael Balmuth | | | | | | [removed: 69] [added: 70] | | | | | | Chairman of the Board and Senior Advisor | | |

| Barbara Rentler | | | | | | [removed: 62] [added: 63] | | | | | | Chief Executive Officer | | |

| Michael J. Hartshorn | | | | | | [removed: 52] [added: 53] | | | | | | Group President and Chief Operating Officer | | |

| Michael Kobayashi | | | | | | [removed: 55] [added: 56] | | | | | | President, Operations and Technology | | |

| Brian Morrow | | | | | | [removed: 60] [added: 61] | | | | | | President and Chief Merchandising Officer, dd’s DISCOUNTS | | |

| Travis Marquette | | | | | | [removed: 48] [added: 49] | | | | | | [removed: Group Senior] [added: Executive] Vice President and Chief Financial Officer | | |

Mr. Hartshorn has served as Group President and Chief Operating Officer since August [removed: 2019.][added: 2019 and a member of the Board of Directors since March 2021.]

Mr. Marquette has served as [removed: Group Senior] [added: Executive] Vice President and Chief Financial Officer since [removed: August 2019.][added: March 2021.]

Prior to that, he was Group Senior Vice President and [added: Chief Financial Officer from 2019 to 2021, Group Senior Vice President and] Deputy Chief Financial Officer from 2018 to 2019, and Senior Vice President, Finance from 2017 to 2018.

There were [removed: 977] [added: 1,014] stockholders of record as of March [removed: 9, 2020] [added: 8, 2021] and the closing stock price on that date was [removed: $94.81] [added: $120.37] per share.

Cash dividends. On March [removed: 3, 2020,] [added: 2, 2021,] our Board of Directors declared a quarterly cash dividend of $0.285 per common share, payable on March 31, [removed: 2020.][added: 2021.]

Our Board of Directors declared cash dividends of $0.255 per common share in March, May, August, and November 2019, [added: and] cash dividends of $0.225 per common share in March, May, August, and November [removed: 2018, and cash dividends of $0.160 per common share in February, May, August, and November 2017.][added: 2018.]

Issuer purchases of equity securities. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2019] [added: 2020] is as follows:

| | | | Period | | | | | | Total number of shares (or units) purchased¹ | | | | | | Average price paid per share (or unit) | | | | | | Total number of shares (or units) purchased as part of publicly announced plans or programs | | | | | | [removed: Maximum number (or approximate dollar] [added: Maximum number (or approximate dollar] value) [removed: of shares] [added: of shares] (or [removed: units) that] [added: units) that] may yet [removed: be purchased under the] [added: be purchased under the] plans or programs ($000) | | | | | | | | |

| ¹ We acquired [removed: 33,389] [added: 1,381] shares of treasury stock during the quarter ended [removed: February 1, 2020. Treasury stock includes] [added: January 30, 2021, which relates to] shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. [removed: All remaining] [added: No] shares were repurchased under our publicly announced stock repurchase program. | | |

Due to the [removed: current] economic uncertainty stemming from the COVID-19 [removed: pandemic,] [added: pandemic and to manage liquidity,] we [removed: have temporarily] suspended our stock repurchase program as of March [removed: 2020, and plan to continue to monitor the situation based on business conditions and regard for our financial liquidity needs.][added: 2020.]

[removed: ][added: ]

| | | | | | | | | | | | | Indexed Returns for Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | Base Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Company/Index | | | | | | 2015 | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 99 | | | | | | [removed: 97 | | | | | | 111 | | | | | | 120 | | | | | | 134 | | | | | |] [added: 112] | | | | | | [added: 122] | | | | | | [added: 136] | | | | | | [added: 145] | | |

Our Board of Directors declared a cash dividend of $0.285 per common share in March 2020.

In May 2020, we temporarily suspended our quarterly dividends, due to the economic uncertainty stemming from the COVID-19 pandemic.

| | | | (11/01/2020 - 11/28/2020) | | | | | | 1,381 | | | | | | $94.80 | | | | | | — | | | | | | $1,142,533 | | | | | | | | |

| | | | (11/29/2020 - 01/02/2021) | | | | | | — | | | | | | $0.00 | | | | | | — | | | | | | $1,142,533 | | | | | | | | |

| | | | (01/03/2021 - 01/30/2021) | | | | | | — | | | | | | $0.00 | | | | | | — | | | | | | $1,142,533 | | | | | | | | |

| | | | Total | | | | | | 1,381 | | | | | | $94.80 | | | | | | — | | | | | | $1,142,533 | | | | | | | | |

We did not purchase any additional shares for the remainder of the fiscal year.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Ross Stores, Inc. | | | | | | 100 | | | | | | 117 | | | | | | 143 | | | | | | 168 | | | | | | 207 | | | | | | 207 | | |

| S&P 500 Index | | | | | | 100 | | | | | | 120 | | | | | | 152 | | | | | | 148 | | | | | | 180 | | | | | | 211 | | |

| | | | (11/03/2019 - 11/30/2019) | | | | | | 684,197 | | | | | | $112.94 | | | | | | 684,197 | | | | | | $1,506,818 | | | | | | | | |

| | | | (12/01/2019 - 01/04/2020) | | | | | | 1,103,752 | | | | | | $115.01 | | | | | | 1,103,752 | | | | | | $1,379,870 | | | | | | | | |

| | | | (01/05/2020 - 02/01/2020) | | | | | | 926,215 | | | | | | $117.27 | | | | | | 892,826 | | | | | | $1,275,000 | | | | | | | | |

| | | | Total | | | | | | 2,714,164 | | | | | | $115.26 | | | | | | 2,680,775 | | | | | | $1,275,000 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Ross Stores, Inc. | | | | | | 100 | | | | | | 124 | | | | | | 145 | | | | | | 177 | | | | | | 208 | | | | | | 257 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P 500 Index | | | | | | 100 | | | | | | 99 | | | | | | 119 | | | | | | 151 | | | | | | 147 | | | | | | 179 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | ($000, except per share data) | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017 | | | ¹ | | | 2016 | | | | | | 2015 | | | | | |] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | [added: 2017] | | | [added: 1] | | | [added: 2016] | | | | | | | | | | | |

| | | | Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | Sales | | | $ | [removed: 16,039,073] [added: 12,531,565] | | | | | $ | [removed: 14,983,541] [added: 16,039,073] | | | | | $ | [removed: 14,134,732] [added: 14,983,541] | | | | | $ | [removed: 12,866,757] [added: 14,134,732] | | | | | $ | [removed: 11,939,999 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 12,866,757] | | | | | | | | | | |

| | | | Cost of goods sold | | | [removed: 11,536,187 | | | | | | 10,726,277 | | | | | | 10,042,638 | | | | | | 9,173,705 | | | | | | 8,576,873 | | | | | |] [added: 9,838,574] | | | | | | [added: 11,536,187] | | | | | | [added: 10,726,277] | | | | | | [added: 10,042,638] | | | | | | [added: 9,173,705] | | | | | | | | | | | |

| | | | Selling, general and administrative | | | [removed: 2,356,704 | | | | | | 2,216,550 | | | | | | 2,043,698 | | | | | | 1,890,408 | | | | | | 1,738,755 | | | | | |] [added: 2,503,281] | | | | | | [added: 2,356,704] | | | | | | [added: 2,216,550] | | | | | | [added: 2,043,698] | | | | | | [added: 1,890,408] | | | | | | | | | | | |

| | | | Interest [removed: (income) expense,] [added: expense (income),] net | | | [removed: (18,106) | | | | | | (10,162) | | | | | | 7,676 | | | | | | 16,488 | | | | | | 12,612 | | | | | |] [added: 83,413] | | | | | | [added: (18,106)] | | | | | | [added: (10,162)] | | | | | | [added: 7,676] | | | | | | [added: 16,488] | | | | | | | | | | | |

| | | | Earnings before taxes | | | [removed: 2,164,288 | | | | | | 2,050,876 | | | | | | 2,040,720 | | | | | | 1,786,156 | | | | | | 1,611,759 | | | | | |] [added: 106,297] | | | | | | [added: 2,164,288] | | | | | | [added: 2,050,876] | | | | | | [added: 2,040,720] | | | | | | [added: 1,786,156] | | | | | | | | | | | |

| | | | Provision for taxes on earnings | | | [removed: 503,360 | | | | | | 463,419 | | | | | | 677,967 | | | | | | 668,502 | | | | | | 591,098 | | | | | |] [added: 20,915] | | | | | | [added: 503,360] | | | | | | [added: 463,419] | | | | | | [added: 677,967] | | | | | | [added: 668,502] | | | | | | | | | | | |

| | | | Net earnings | | | $ | [removed: 1,660,928] [added: 85,382] | | | | | $ | [removed: 1,587,457] [added: 1,660,928] | | | | | $ | [removed: 1,362,753] [added: 1,587,457] | | | | | $ | [removed: 1,117,654] [added: 1,362,753] | | | | | $ | [removed: 1,020,661 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,117,654] | | | | | | | | | | |

| | | | Basic earnings per [removed: share²] [added: share] | | | $ | [removed: 4.63] [added: 0.24] | | 5 | | | $ | [removed: 4.30] [added: 4.63] | | 4 | | | $ | [removed: 3.58] [added: 4.30] | | 3 | | | $ | [removed: 2.85] [added: 3.58] | | [added: 2] | | | $ | [removed: 2.53 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2.85] | | | | | | | | | | |

| | | | Diluted earnings per [removed: share²] [added: share] | | | $ | [removed: 4.60] [added: 0.24] | | 5 | | | $ | [removed: 4.26] [added: 4.60] | | 4 | | | $ | [removed: 3.55] [added: 4.26] | | 3 | | | $ | [removed: 2.83] [added: 3.55] | | [added: 2] | | | $ | [removed: 2.51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2.83] | | | | | | | | | | |

| | | | Cash dividends declared | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | ¹ Fiscal 2017 was a 53-week year; all other fiscal years presented were 52 weeks. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 3] [added: 2] Includes a per share benefit of approximately $0.21 from tax reform legislation enacted in December 2017 and $0.10 from the 53rd week. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 4] [added: 3] Includes a per share benefit of approximately $0.70 from tax reform legislation enacted in December 2017 and $0.07 from the favorable resolution of a tax matter. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 5] [added: 4] Includes a per share benefit of approximately $0.02 primarily related to the favorable resolution of a tax matter. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| ($000, except per share data) | | | | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017 | | | ¹ | | | 2016 | | | | | | 2015 | | | | | | | | | | | |] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | [added: 2017] | | | [added: 1] | | | [added: 2016] | | | | | | | | | | | |

| Financial Position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | | | | $ | [removed: 1,351,205] [added: 4,819,293] | | | | | $ | [removed: 1,412,912] [added: 1,351,205] | | | | | $ | [removed: 1,290,294] [added: 1,412,912] | | | | | $ | [removed: 1,111,599] [added: 1,290,294] | | | | | $ | [removed: 761,602 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,111,599] | | | | | | | | | | |

| Merchandise inventory | | | | | | [removed: 1,832,339 | | | | | | 1,750,442 | | | | | | 1,641,735 | | | | | | 1,512,886 | | | | | | 1,419,104 | | | | | | | | | | | |] [added: 1,508,982] | | | | | | [added: 1,832,339] | | | | | | [added: 1,750,442] | | | | | | [added: 1,641,735] | | | | | | [added: 1,512,886] | | | | | | | | | | | |

| Property and equipment, net | | | | | | [removed: 2,653,436 | | | | | | 2,475,201 | | | | | | 2,382,464 | | | | | | 2,328,048 | | | | | | 2,342,906 | | | | | | | | | | | |] [added: 2,710,496] | | | | | | [added: 2,653,436] | | | | | | [added: 2,475,201] | | | | | | [added: 2,382,464] | | | | | | [added: 2,328,048] | | | | | | | | | | | |

| Total assets | | | | | | [removed: 9,348,367 | | | 2 | | | 6,073,691 | | | | | | 5,722,051 | | | | | | 5,309,351 | | | | | | 4,869,119 | | | | | | | | | | | |] [added: 12,717,867] | | | | | | [added: 9,348,367] | | | [added: 2] | | | [added: 6,073,691] | | | | | | [added: 5,722,051] | | | | | | [added: 5,309,351] | | | | | | | | | | | |

| Return on average [removed: assets] | | | | | | [removed: 22] | | [removed: %] | [removed: 2] | | | [removed: 27] | | [removed: %] | | | | [removed: 25] | | [removed: %] | | | | [removed: 22] | | [removed: %] | | | | [removed: 21] | | [removed: %] | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Working capital | | | | | | [removed: 730,894 | | | 2 | | | 1,394,535 | | | | | | 1,224,755 | | | | | | 1,060,543 | | | | | | 769,348 | | | | | | | | | | | |] [added: 2,725,458] | | | | | | [added: 730,894] | | | [added: 2] | | | [added: 1,394,535] | | | | | | [added: 1,224,755] | | | | | | [added: 1,060,543] | | | | | | | | | | | |

| Current ratio | | | | | | [removed: 1.3:1] [added: 1.7:1] | | | [removed: 2] | | | [removed: 1.7:1] [added: 1.3:1] | | | [added: 2] | | | [removed: 1.6:1] [added: 1.7:1] | | | | | | 1.6:1 | | | | | | [removed: 1.5:1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1.6:1] | | | | | | | | | | | |

| Long-term debt | | | | | | [removed: 312,891 | | | | | | 312,440 | | | | | | 396,967 | | | | | | 396,493 | | | | | | 396,025 | | | | | | | | | | | |] [added: 2,513,085] | | | | | | [added: 312,891] | | | | | | [added: 312,440] | | | | | | [added: 396,967] | | | | | | [added: 396,493] | | | | | | | | | | | |

| Long-term debt as a percent | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| of total capitalization | | | | | | [removed: 9 | | % | | | | 9 | | % | | | | 12 | | % | | | | 13 | | % | | | | 14 | | % | | | | | | | | | |] [added: 43%] | | | | | | [added: 9%] | | | | | | [added: 9%] | | | | | | [added: 12%] | | | | | | [added: 13%] | | | | | | | | | | | |

| Stockholders’ equity | | | | | | [removed: 3,359,249 | | | | | | 3,305,746 | | | | | | 3,049,308 | | | | | | 2,748,017 | | | | | | 2,471,991 | | | | | | | | | | | |] [added: 3,290,640] | | | | | | [added: 3,359,249] | | | | | | [added: 3,305,746] | | | | | | [added: 3,049,308] | | | | | | [added: 2,748,017] | | | | | | | | | | | |

| stockholders’ equity | | | | | | [removed: 50 | | % | | | | 50 | | % | | | | 47 | | % | | | | 43 | | % | | | | 43 | | % | | | | | | | | | |] [added: 3%] | | | | | | [added: 50%] | | | | | | [added: 50%] | | | | | | [added: 47%] | | | | | | [added: 43%] | | | | | | | | | | | |

| Book value per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| outstanding at [removed: year-end3] [added: year-end] | | | | | | $ | [removed: 9.42] [added: 9.23] | | | | | $ | [removed: 8.98] [added: 9.42] | | | | | $ | [removed: 8.03] [added: 8.98] | | | | | $ | [removed: 7.01] [added: 8.03] | | | | | $ | [removed: 6.14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 7.01] | | | | | | | | | | |

| Operating Statistics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Number of stores opened | | | | | | [removed: 98 | | | | | | 99 | | | | | | 96 | | | | | | 93 | | | | | | 90 | | | | | | | | | | | |] [added: 66] | | | [added: 4] | | | [added: 98] | | | | | | [added: 99] | | | | | | [added: 96] | | | | | | [added: 93] | | | | | | | | | | | |

| Number of stores closed | | | | | | [removed: 10] [added: 12] | | | [removed: 4] | | | [removed: 4] [added: 10] | | | [added: 3] | | | [removed: 7] [added: 4] | | | | | | [removed: 6] [added: 7] | | | | | | 6 | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Number of stores at year-end | | | | | | [removed: 1,805 | | | | | | 1,717 | | | | | | 1,622 | | | | | | 1,533 | | | | | | 1,446 | | | | | | | | | | | |] [added: 1,859] | | | | | | [added: 1,805] | | | | | | [added: 1,717] | | | | | | [added: 1,622] | | | | | | [added: 1,533] | | | | | | | | | | | |

| Comparable store sales increase5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (52-week basis) | | | | | | [removed: 3 | | % | | | | 4 | | % | | | | 4 | | % | | | | 4 | | % | | | | 4 | | % | | | | | | | | | |] [added: n/a] | | | [added: 6] | | | [added: 3%] | | | | | | [added: 4%] | | | | | | [added: 4%] | | | | | | [added: 4%] | | | | | | | | | | | |

| Sales per average square foot of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| selling space (52-week basis) | | | | | | $ | [removed: 432] [added: 327] | | | | | $ | [removed: 422] [added: 432] | | | | | $ | [removed: 409] [added: 422] | | | | | $ | [removed: 395] [added: 409] | | | | | $ | [removed: 383 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 395] | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Percent of sales | | | 78.5% | | | | | | 71.9% | | | | | | 71.6% | | | | | | 71.0% | | | | | | 71.3% | | | | | | | | | | | |

| | | | Percent of sales | | | 20.0% | | | | | | 14.7% | | | | | | 14.8% | | | | | | 14.5% | | | | | | 14.7% | | | | | | | | | | | |

| | | | Percent of sales | | | 0.8% | | | | | | 13.5% | | | | | | 13.7% | | | | | | 14.4% | | | | | | 13.9% | | | | | | | | | | | |

| | | | Percent of sales | | | 0.7% | | | | | | 10.4% | | | | | | 10.6% | | | | | | 9.6% | | | | | | 8.7% | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | per common share² | | | $ | 0.285 | | 6 | | | $ | 1.020 | | | | | $ | 0.900 | | | | | $ | 0.640 | | | | | $ | 0.540 | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 5 Includes a per share charge of approximately $0.54 primarily related to the long-term debt refinancing. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 6 Represents first quarter fiscal 2020 dividends. In May 2020, we temporarily suspended our quarterly dividends, due to the economic uncertainty stemming from the COVID-19 pandemic. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Return on average assets | | | | | | 1% | | | | | | 22% | | | 2 | | | 27% | | | | | | 25% | | | | | | 22% | | | | | | | | | | | |

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| 4 Includes the reopening of a store previously temporarily closed due to a weather event. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 6 Given the temporary store closures resulting from the COVID-19 pandemic, the comparable store sales metric for fiscal 2020 is not meaningful. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | Percent of sales | | | 71.9 | | % | | | | 71.6 | | % | | | | 71.0 | | % | | | | 71.3 | | % | | | | 71.8 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Percent of sales | | | 14.7 | | % | | | | 14.8 | | % | | | | 14.5 | | % | | | | 14.7 | | % | | | | 14.6 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Percent of sales | | | 13.5 | | % | | | | 13.7 | | % | | | | 14.4 | | % | | | | 13.9 | | % | | | | 13.5 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Percent of sales | | | 10.4 | | % | | | | 10.6 | | % | | | | 9.6 | | % | | | | 8.7 | | % | | | | 8.5 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | per common share² | | | $ | 1.02 | | | | | $ | 0.90 | | | | | $ | 0.64 | | | | | $ | 0.54 | | | | | $ | 0.47 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | ² All per share amounts have been adjusted for the two-for-one stock split effective June 11, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Return on average | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 3 All per share amounts have been adjusted for the two-for-one stock split effective June 11, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Year Ended | | | | | | Year Ended | | | | | | Year Ended | | | [removed: | | | | | | | | | | | | | | | | | |]

| ($000, except per share data) | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | | | | | February [removed: 2, 2019] [added: 1, 2020] | | | | | | February [removed: 3, 2018 | | | | | | | | | | | | | | | | | |] [added: 2, 2019] | | |

| Sales | | | | | | $ | [removed: 16,039,073] [added: 12,531,565] | | | | | $ | [removed: 14,983,541] [added: 16,039,073] | | | | | $ | [removed: 14,134,732 | | | | | | | | | | | | | | | | | |] [added: 14,983,541] | |

| Costs and Expenses | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Cost of goods sold | | | | | | [removed: 11,536,187 | | | | | | 10,726,277 | | | | | | 10,042,638 | | | | | |] [added: 9,838,574] | | | | | | [added: 11,536,187] | | | | | | [added: 10,726,277] | | |

| Selling, general and administrative | | | | | | [removed: 2,356,704 | | | | | | 2,216,550 | | | | | | 2,043,698 | | | | | |] [added: 2,503,281] | | | | | | [added: 2,356,704] | | | | | | [added: 2,216,550] | | |

| Interest [removed: (income) expense,] [added: expense (income),] net | | | | | | [removed: (18,106) | | | | | | (10,162) | | | | | | 7,676 | | | | | |] [added: 83,413] | | | | | | [added: (18,106)] | | | | | | [added: (10,162)] | | |

| Total costs and expenses | | | | | | [removed: 13,874,785 | | | | | | 12,932,665 | | | | | | 12,094,012 | | | | | |] [added: 12,425,268] | | | | | | [added: 13,874,785] | | | | | | [added: 12,932,665] | | |

| Earnings before taxes | | | | | | [removed: 2,164,288 | | | | | | 2,050,876 | | | | | | 2,040,720 | | | | | |] [added: 106,297] | | | | | | [added: 2,164,288] | | | | | | [added: 2,050,876] | | |

| Provision for taxes on earnings | | | | | | [removed: 503,360 | | | | | | 463,419 | | | | | | 677,967 | | | | | |] [added: 20,915] | | | | | | [added: 503,360] | | | | | | [added: 463,419] | | |

| Net earnings | | | | | | $ | [removed: 1,660,928] [added: 85,382] | | | | | $ | [removed: 1,587,457] [added: 1,660,928] | | | | | $ | [removed: 1,362,753 | | | | | | | | | | | | | | | | | |] [added: 1,587,457] | |

| Earnings per share | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Basic | | | | | | $ | [removed: 4.63] [added: 0.24] | | | | | $ | [removed: 4.30] [added: 4.63] | | | | | $ | [removed: 3.58 | | | | | | | | | | | | | | | | | |] [added: 4.30] | |

| Diluted | | | | | | $ | [removed: 4.60] [added: 0.24] | | | | | $ | [removed: 4.26] [added: 4.60] | | | | | $ | [removed: 3.55 | | | | | | | | | | | | | | | | | |] [added: 4.26] | |

| Weighted-average shares outstanding (000) | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Basic | | | | | | [removed: 358,462 | | | | | | 369,533 | | | | | | 381,174 | | | | | |] [added: 352,392] | | | | | | [added: 358,462] | | | | | | [added: 369,533] | | |

| Diluted | | | | | | [removed: 361,182 | | | | | | 372,678 | | | | | | 384,329 | | | | | |] [added: 354,619] | | | | | | [added: 361,182] | | | | | | [added: 372,678] | | |

| The accompanying notes are an integral part of these consolidated financial statements. | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| | | | | | | Year Ended | | | | | | Year Ended | | | | | | Year Ended | | | [removed: | | | | | | | | | | | | | | | | | |]

| ($000) | | | | | | [removed: February 1, 2020] [added: 2020] | | | | | | [removed: February 2,] 2019 | | | | | | [removed: February 3,] 2018 | | | [removed: | | | | | | | | | | | | | | | | | |]

| Net earnings | | | | | | $ | [removed: 1,660,928] [added: 85,382] | | | | | $ | [removed: 1,587,457] [added: 1,660,928] | | | | | $ | [removed: 1,362,753 | | | | | | | | | | | | | | | | | |] [added: 1,587,457] | |

| Other comprehensive income [removed: (loss): | | | | | | | | | | | | | | | | | |] [added: (loss)] | | | | | | | | | | | | | | | | | | | | |

| Change in unrealized gain (loss) on investments, net of tax | | | | | | — | | | | | | [removed: (27) | | | | | | (64) | | | | | | | | | | | |] [added: —] | | | | | | [added: (27)] | | |

| Comprehensive income | | | | | | $ | [removed: 1,660,928] [added: 85,382] | | | | | $ | [removed: 1,587,430] [added: 1,660,928] | | | | | $ | [removed: 1,362,689 | | | | | | | | | | | | | | | | | |] [added: 1,587,430] | |

| The accompanying notes are an integral part of these consolidated financial statements. | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| ($000, except share data) | | | [removed: February 1, 2020] [added: January 30, 2021] | | | | | | February [removed: 2, 2019 | | | | | | | | |] [added: 1, 2020] | | | | | |

| Assets | | | | | | | | | | | | | | | [removed: | | | | | | | | |]

| Current Assets | | | | | | | | | | | | | | | [removed: | | | | | | | | |]

| Cash and cash equivalents | | | [removed: $] | [removed: 1,351,205] | | [removed: | | | $] [added: $] | [removed: 1,412,912] [added: 4,819,293] | | | | | [added: $] | [added: 1,351,205] | | | | | [added: $] | [added: 1,412,912] | |

| Accounts receivable | | | [removed: 102,236 | | | | | | 96,711 | | |] [added: 115,067] | | | | | | [added: 102,236] | | | | | |

| Merchandise inventory | | | [removed: 1,832,339 | | | | | | 1,750,442 | | |] [added: 1,508,982] | | | | | | [added: 1,832,339] | | | | | |

| Prepaid expenses and other | | | [removed: 147,048 | | | | | | 143,954 | | |] [added: 249,149] | | | | | | [added: 147,048] | | | | | |

| Total current assets | | | [removed: 3,432,828 | | | | | | 3,404,019 | | |] [added: 6,692,491] | | | | | | [added: 3,432,828] | | | | | |

| Property and Equipment | | | | | | | | | | | | | | | [removed: | | | | | | | | |]

| Land and buildings | | | [removed: 1,177,262 | | | | | | 1,126,051 | | |] [added: 1,187,045] | | | | | | [added: 1,177,262] | | | | | |

| Fixtures and equipment | | | [removed: 3,115,003 | | | | | | 2,783,198 | | |] [added: 3,243,206] | | | | | | [added: 3,115,003] | | | | | |