Ross Stores (ROST) 10-K risk factor changes: FY2021 vs FY2020

Our Annual Report on Form 10-K for fiscal [removed: 2020,] [added: 2021,] 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 [removed: with and] [added: (and] our plans and [removed: responses to] [added: responses) from] the COVID-19 pandemic and related economic disruptions, our 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 COVID-19 pandemic continues to [removed: severely and] adversely affect our sales and our operations, and we expect it to continue to have [removed: serious] adverse effects on our business and our financial performance.

The United States and other countries [removed: are experiencing] [added: continue to experience] a [removed: major, prolonged] [added: prolonged, major] global COVID-19 pandemic, [added: including additional outbreaks driven by new virus variants,] with related, significant disruptions and [removed: restrictions] [added: impacts] to retail operations and supply [removed: chains] [added: chains,] and to general economic [removed: activities, as the affected regions have taken dramatic 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.][added: activities.]

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

While [removed: vaccines have become available and] a [removed: steadily] [added: significant and] increasing portion of the population is [removed: being vaccinated,] [added: vaccinated or may have acquired some level of immunity after recovering from illness,] it will take [added: more] time for those [removed: efforts] [added: factors] to reach levels that permit a [removed: relaxation in the] [added: return to pre-pandemic levels of] social [removed: restrictions.][added: activity.]

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

[removed: Store] [added: We may still face required store] closures and distribution center [removed: closures may be required again] [added: closures,] nationally, regionally, or in specific locations.

A [added: severe outbreak or a] required closure [removed: of] [added: affecting] these facilities would be very disruptive to our ability to supply merchandise to our stores.

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

Further, the COVID-19 pandemic has [removed: severely] impacted multiple countries, [added: leading to supply related disruptions, including port of exit/entry congestion, shipping delays, and ocean freight cost increases,] which may also adversely affect our ability to access and ship products from [removed: the] affected regions.

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

The extent 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 [removed: the outbreak] [added: outbreaks] within the U.S., regional surges in infection, [added: vaccination rates, potential acquired immunity,] the effectiveness of vaccines in controlling [removed: the virus or] current [removed: or] [added: and] future variants of the virus, the response by all levels of government in their efforts to contain the outbreak and to mitigate the [added: resulting] economic disruptions, and the related impact on consumer [removed: confidence] [added: confidence, shopping behavior,] and spending, all of which are highly uncertain and cannot be predicted.

The COVID-19 pandemic [added: and accompanying economic impacts, including supply chain disruptions and inflation, and the developing Russia-Ukraine conflict and accompanying economic impacts,] may have prolonged and significant negative effects on consumer confidence, shopping behavior, and spending, which may adversely affect our sales and gross margins.

Currently, the repercussions from the [added: ongoing] COVID-19 pandemic [removed: are unknown and] present significant risks and uncertainty.

Other factors include levels of unemployment, the size and timing of federal stimulus programs, salaries and wage rates, prevailing economic conditions, [added: increasing inflation, rising interest rates,] recession and fears of recession, housing costs, energy and fuel costs, income tax rates and the timing of tax refunds, [removed: inflation,] consumer [removed: confidence in future economic conditions, consumer] perceptions of personal well-being and security, availability of consumer credit, consumer debt levels, and [added: the resulting effects on] consumers’ disposable [removed: income.][added: income and consumer confidence in future economic conditions.]

The COVID-19 pandemic, [added: the Russia-Ukraine conflict,] and other potential, adverse developments in any of these [removed: areas] [added: areas,] could reduce demand for our merchandise, [added: increase our cost of goods, freight cost, and payroll costs,] decrease our inventory turnover, cause greater markdowns, and negatively affect our sales and margins.

We have implemented a variety of measures in our [removed: stores] [added: store] 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, [removed: 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 [removed: requirements and their implementation.][added: changing requirements.]

Not only are these measures [removed: new and] evolving, but they often require change to established habits and patterns of behavior by large groups of people, who may not fully [added: understand or agree with the requested changes.]

We [removed: will need to adapt] [added: are adapting] and [removed: change] [added: changing] these measures [removed: over time and] as we learn from experience.

Our retail competitors constantly adjust their pricing, business [removed: strategies] [added: strategies,] and promotional activity (particularly during holiday periods) in response to changing market conditions or their own financial condition.

As a result of [removed: potential] changes in shopping behaviors due to the COVID-19 [removed: pandemic and potential] [added: pandemic,] disruptions to supply chains and store operations, [added: and inflation,] we are at risk for inventory imbalances and the potential for higher than normal levels of markdowns to sell through our inventory, [added: increased cost of goods, and for lost sales due to insufficient inventory to meet customer demand, any of] which would negatively affect our gross margins and our operating results.

[added: The COVID-19 pandemic and accompanying economic impacts may change shopping behavior so that our predictions and sales plans become 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 [added: then] 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.

The timing of the release of packaway inventory to our stores [removed: varies] [added: is principally driven] by [removed: merchandise category] [added: the product mix] and [removed: by season,] [added: seasonality of the merchandise, and its relation to our store merchandise assortment plans,] but it typically remains in storage less than six months.

Because a significant portion of the apparel and other goods we sell is originally manufactured in other countries, constraints on the availability of shipping capacity, changes in 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 [removed: relative cost of imported goods, could also result in disruptions to our existing supply relationships.]

Despite security measures we have in place, and our efforts to prevent, monitor, and mitigate attacks and errors, our facilities and systems (or those of third-party service providers we utilize or connect to) may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, [removed: phishing] [added: phishing, ransomware attacks,] and similar fraudulent attacks, or other similar events.

The increasing sophistication of [removed: cybercriminals] [added: cybercriminals, the increased potential for cyberattacks,] and [added: the] advances in computer capabilities and remote access increases these risks.

Our information systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, [added: cyberattacks,] computer viruses, internal or external security breaches, catastrophic events such as severe storms, fires, earthquakes, floods, acts of terrorism, and design or usage errors by our employees or by third parties.

[removed: Such disruptions may result from:] public health issues such as the current COVID-19 pandemic (or other, future pandemics), [added: cyberattacks,] damage or destruction to our distribution centers, weather-related events, natural disasters, trade restrictions, tariffs, third-party strikes or ineffective cross dock operations, work stoppages or slowdowns, shipping capacity constraints, supply or shipping interruptions, or other factors beyond our control.

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

Regardless of fault, any real or perceived issues with the quality and safety of merchandise we [removed: offer, particularly] [added: offer (particularly] products such as food and children’s [removed: items,] [added: items),] issues with the authenticity of merchandise, or our [removed: inability,] [added: inability] or that of our [removed: vendors,] [added: vendor] to comply on a timely basis with laws and regulatory requirements, could adversely affect our reputation, result in lost sales, inventory write-offs, uninsured product liability or other legal claims, penalties or losses, merchandise recalls, and increased costs.

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, [added: environmental,] comparative pricing, product labeling, intellectual property, tax, escheat, and whistle-blower claims.

Information posted may be adverse to our interests or may be inaccurate, which could negatively affect our sales, [added: 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 television and [removed: social media,] [added: digital channels,] our competitors may spend more or use different approaches, which could provide them with a competitive advantage.

Risks in importing and selling such merchandise include import duties and quotas, compliance with anti-dumping regulations, economic uncertainties and adverse economic conditions (including [added: shipping capacity limitations, cost increases,] inflation, recession, and exchange rate fluctuations), foreign government regulations, employment and labor matters, concerns relating to human rights, working conditions, and other issues in factories or countries where merchandise is produced, transparency of sourcing and supply chains, exposure on product warranty and intellectual property issues, consumer perceptions of the safety of imported merchandise, wars and fears of war, political unrest, natural disasters, regulations to address climate change, and trade restrictions.

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 disruption, delay, or increase in the cost of imports, including the imposition of import or other [removed: restrictions,] [added: restrictions such as product detention,] 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.

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

Government authorities in affected regions have in the past taken actions, sometimes

drastic and including mandatory capacity restrictions, reduced operating hours, and closure of retail operations, in an effort to slow down the spread of the disease.

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.

An economic rebound is resulting in rising inflation that may reduce consumer demand for our products, and also increase our costs.

Currently, there is also a rapidly developing Russia-Ukraine conflict, which has already escalated into a significant military confrontation, and is resulting in major, potentially prolonged economic sanctions and other responses from the United States and other countries, which present significant risks and uncertainties.

These events may cause various adverse macro-economic effects, including increases in fuel and energy prices and depressed financial markets.

Inflation may cause our costs to purchase inventory to be higher than we planned, and we may not be able to sell the inventory to our customers at correspondingly increased prices, resulting in decreased profit margins.

relative cost of imported goods, could also result in disruptions to our existing supply relationships.

Cybercriminals (including state-sponsored actors) may attempt to penetrate our information systems to deprive us from access to necessary business information and to disrupt our operations, as part of so-called “ransomware” extortion activity or otherwise.

Such disruptions may result from

necessary in response to those changes.

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.

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.

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.

The temporary closure of our stores and distribution centers early in 2020 resulted in a significant loss of sales and profits and had material adverse effects on our financial condition.

understand or agree with the requested changes.

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

brand awareness in that market through greater investments in advertising and promotional activity than we originally planned.

diminish customer trust, reduce employee morale and productivity, and lead to difficulties in recruiting and retaining qualified associates.

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.

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.

locations.

We have borrowed on occasion to finance some of our activities.

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).

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.

Ross is the largest off-price apparel and home fashion chain in the United States with [removed: 1,585] [added: 1,628] locations in 40 states, the District of Columbia, and Guam, as of January [removed: 30, 2021.][added: 29, 2022.]

We also operate [removed: 274] [added: 295] dd’s DISCOUNTS stores in 21 states as of January [removed: 30, 2021] [added: 29, 2022] 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, and considering the pace and magnitude of the economic recovery [removed: post] [added: as] the COVID-19 [removed: pandemic,] [added: pandemic subsides,] we are closely monitoring market share trends for the off-price [removed: industry and believe our share gains will continue to be driven mainly by continued focus on value and convenience by consumers.][added: industry.]

Our merchandise and operational strategies are designed to take advantage of the [added: trends toward] expanding market share of the off-price industry as well as the ongoing customer demand for name brand fashions for the family and home at compelling discounts every day.

We refer to our fiscal years ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019] [added: 1, 2020] as fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018,] [added: 2019,] respectively.

[removed: The consolidated results presented] [added: All of our store locations and distribution centers remained open and operating throughout fiscal 2021,] in [removed: this report reflect] [added: contrast to 2020, when our results reflected] the significant revenue decline and other impacts from our [removed: temporary] [added: chain-wide] store closures [removed: (for] [added: for] approximately half of the first quarter and 25 percent of the second [removed: quarter),] [added: quarter, as well as] mandated occupancy [removed: restrictions,] [added: restrictions] and reduced operating [removed: hours.][added: hours that occurred throughout that year.]

The following table summarizes the financial results for fiscal [added: 2021,] 2020, [removed: 2019,] and [removed: 2018:][added: 2019:]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |

| Sales (millions) | | | | | | $ | [removed: 12,532] [added: 18,916] | | | | | $ | [removed: 16,039] [added: 12,532] | | | | | $ | [removed: 14,984] [added: 16,039] | | | | | | | |

| Sales [removed: (decline)] growth [added: (decline)] | | | | | | [removed: (21.9)%] [added: 50.9%] | | | | | | [removed: 7.0%] [added: (21.9)%] | | | | | | [removed: 6.0%] [added: 7.0%] | | | | | | | | |

| Comparable store sales growth | | | | | | [removed: n/a] [added: 13%] | | | 1 | | | [removed: 3%] [added: n/a] | | | 2 | | | [removed: 4%] [added: 3%] | | | [removed: 2] [added: 3] | | | | | |

| Cost of goods sold | | | | | | [removed: 78.5%] [added: 72.5%] | | | | | | [removed: 71.9%] [added: 78.5%] | | | | | | [removed: 71.6%] [added: 71.9%] | | | | | | | | |

| Selling, general and administrative | | | | | | [removed: 20.0%] [added: 15.2%] | | | | | | [removed: 14.7%] [added: 20.0%] | | | | | | [removed: 14.8%] [added: 14.7%] | | | | | | | | |

| Interest expense (income), net | | | | | | [removed: 0.7%] [added: 0.4%] | | | | | | [removed: (0.1)%] [added: 0.7%] | | | | | | (0.1)% | | | | | | | | |

| Earnings before taxes (as a percent of sales) | | | | | | [removed: 0.8%] [added: 11.9%] | | | | | | [removed: 13.5%] [added: 0.8%] | | | | | | [removed: 13.7%] [added: 13.5%] | | | | | | | | |

| Net earnings (as a percent of sales) | | | | | | [removed: 0.7%] [added: 9.1%] | | | | | | [removed: 10.4%] [added: 0.7%] | | | | | | [removed: 10.6%] [added: 10.4%] | | | | | | | | |

| [removed: 1] [added: 2] Given the temporary store closures resulting from the COVID-19 pandemic, the comparable store sales metric for fiscal 2020 is not meaningful. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 2 Represents] [added: 3 Amount shown is for fiscal 2019 compared to fiscal 2018 for] stores that have been open for more than 14 complete months. | | | | | | | | | | | | | | | | | | | | | | | | | | |

Stores. Total stores open at the end of fiscal [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] were [added: 1,923,] 1,859, [removed: 1,805,] and [removed: 1,717,] [added: 1,805,] respectively.

The number of stores at the end of fiscal [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] increased by 3%, [removed: 5%,] [added: 3%,] and [removed: 6%] [added: 5%] from the respective prior years.

In response to the impacts [added: and uncertainties] from the COVID-19 pandemic, we reduced our pace of new store openings for fiscal [removed: 2020.][added: 2020 and fiscal 2021.]

| | | | Store [removed: Count] [added: Count and Square Footage] | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | |

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

| | | | Opened in the period | | | [removed: 66] [added: 65] | | | [removed: 1] | | | [removed: 98] [added: 66] | | | [added: 1] | | | [removed: 99] [added: 98] | | | | | |

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

| | | | End of the period | | | [removed: 1,859] [added: 1,923] | | | | | | [removed: 1,805] [added: 1,859] | | | | | | [removed: 1,717] [added: 1,805] | | | | | |

| | | | Selling square footage at the end of the period (000) | | | [removed: 38,800] [added: 39,900] | | | | | | [removed: 37,900] [added: 38,800] | | | | | | [removed: 36,300] [added: 37,900] | | | | | |

[removed: Sales.] Sales for fiscal 2020 decreased $3.5 billion, or 21.9%, compared to [removed: the prior year.][added: fiscal 2019.]

This was primarily due to the negative impact from [removed: store] [added: the COVID-19 related] closures [added: of all of our stores] during [added: a significant portion of] the March 2020 to June 2020 period, the negative [removed: impact] [added: impacts] on customer demand from the COVID-19 pandemic, mandated occupancy restrictions, and reduced store operating hours during the remainder of fiscal 2020.

Sales for fiscal [removed: 2019] [added: 2021] increased [removed: $1.1] [added: $2.9] billion, or [removed: 7.0%,] [added: 17.9%,] compared to [removed: the prior year] [added: fiscal 2019,] due to [added: a 13% increase in sales from comparable stores and] the opening of [removed: 88] [added: 118] net new stores [removed: during] [added: between fiscal] 2019 and [removed: a 3% increase in sales from comparable stores.][added: fiscal 2021.]

Our sales mix is shown below for fiscal [added: 2021,] 2020, [removed: 2019,] and [removed: 2018:][added: 2019:]

| | | | | | | [removed: 2020] [added: 2021] | | | 1 | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

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

| Ladies | | | | | | [removed: 23] [added: 25] | | % | | | | [removed: 26] [added: 23] | | % | | | | 26 | | % |

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

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

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

We intend to address the competitive [added: retail] climate for off-price apparel and home goods by pursuing and refining our existing [removed: strategies] [added: strategies,] and by continuing to strengthen our merchant organization, diversify our merchandise mix, and more fully develop our systems to improve our merchandise offerings.

[removed: Cost of goods sold.] Cost of goods sold in fiscal 2020 decreased $1.7 billion compared to [removed: the prior year] [added: fiscal 2019,] mainly due to the lower sales from the temporary [removed: closure] [added: COVID-19 related closures] of all [removed: store locations (starting on March 20, 2020 through] [added: of our stores during] a [added: significant] portion of the [removed: second quarter of fiscal 2020),] [added: March 2020 to June 2020 period,] and ensuing negative [removed: impact] [added: impacts] on [added: shopping behavior and] customer demand [removed: from] [added: due to] the COVID-19 pandemic after our store reopenings, as well as lower costs from the temporary furlough of most hourly associates in our distribution centers and some associates in our buying offices.

These decreases were partially offset by higher markdowns used to clear aged and seasonal inventory, higher distribution costs primarily due to increased [removed: wages] [added: wages,] and higher freight costs due to industry-wide supply chain congestion, added expenditures for COVID-19 related measures, and higher occupancy costs from the opening of 54 net new stores during 2020.

We believe our share gains will continue to be driven mainly by continued focus on bringing value and convenience to our consumers.

While the United States and other countries continued to experience the ongoing global COVID-19 coronavirus pandemic throughout fiscal 2021, the effects on our operations were less disruptive than in fiscal 2020.

For fiscal 2021, we compare our results of operations to fiscal 2020 and also to fiscal 2019.

We believe the extended closure of our operations in the spring of 2020, and the significant disruptions caused by COVID-19 throughout fiscal 2020, make fiscal 2019 a more useful and relevant basis for comparison to our fiscal 2021 performance in assessing our ongoing results of operations.

We achieved strong sales results in fiscal 2021, which benefited from a combination of government stimulus, increasing vaccination rates, diminishing COVID-19 restrictions, pent-up consumer demand, and strong execution of our merchandising strategies.

We achieved these results despite the negative impacts from COVID-19 and related variants during fiscal 2021, especially the surge in Omicron cases which depressed in-person shopping behavior during the peak holiday selling period, and from continued supply chain congestion.

Throughout the year, we continued to experience expense pressures from higher domestic freight costs of approximately 95 basis points, primarily due to the ongoing and worsening industry-wide supply chain congestion compared to fiscal 2019.

We also incurred ongoing COVID-related increased operating costs of approximately 35 basis points (the vast majority of which impacted our selling, general and administrative expenses).

We expect higher freight costs, higher distribution expenses, higher wages, and ongoing COVID-related operating costs to continue during fiscal 2022.

There remains significant uncertainty related to the ongoing industry-wide supply chain congestion.

We also face external risks from the effects of inflation, both on consumer demand and on costs in our business.

In addition, there continues to be significant uncertainty surrounding the COVID-19 pandemic, including its unknown duration, the potential for further new virus variants and future resurgences, as well as possible operational restrictions, the ongoing effect of the pandemic on consumer behavior and shopping patterns, and the potential adverse impact on our business.

| 1 Amount shown is for fiscal 2021 compared to fiscal 2019. Comparable store sales for this purpose represents sales from stores that were open at the end of fiscal 2019, less stores closed in fiscal 2020 and fiscal 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | |

Looking forward to 2022, we expect to return to our historical annual opening program of approximately 100 new stores.

Beyond fiscal 2022, we are planning for our pace of new store openings to be greater than our historical annual opening program of approximately 100 stores, based on trends we perceive toward consumers’ increased focus on value and convenience, favorable store performance in both our new and in-fill markets, and the market share opportunities resulting from the significant number of brick-and-mortar retail closures and bankruptcies over the last several years.

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Sales. Sales for fiscal 2021 increased $6.4 billion, or 50.9%, compared to the prior year.

This was primarily due to all store locations remaining open throughout fiscal 2021, compared to the negative impact from the COVID-19 related closures of all of our stores during a significant portion of the March 2020 to June 2020 period.

Sales for fiscal 2021 also benefited from a combination of government stimulus payments, increasing vaccination rates, diminishing COVID-19 restrictions on operations, pent-up consumer demand, and strong execution of our

merchandising strategies.

Sales also increased due to the opening of 64 net new stores between fiscal 2020 and fiscal 2021.

It is difficult to predict any future impact from some of the factors that benefited our sales results for fiscal 2021, in particular the benefit from the government stimulus payments and pent-up consumer demand.

There remains significant uncertainty related to ongoing industry-wide supply chain congestion.

We also face external risks from the effects of inflation, both on consumer demand and on costs in our business.

In addition, there continues to be significant uncertainty surrounding the COVID-19 pandemic, including its unknown duration, the potential for new virus variants and future resurgences, as well as possible operational restrictions, the ongoing effect of the pandemic on consumer behavior and shopping patterns, and the potential adverse impact on our business.

We cannot be sure that our strategies and our store expansion program will result in a continuation of our historical sales growth, or an increase in net earnings.

Cost of goods sold. Cost of goods sold in fiscal 2021 increased $3.9 billion compared to the prior year, mainly due to higher sales, given that all our stores were open throughout fiscal 2021, compared to the negative impact from the COVID-19 related closures of all of our stores during a significant portion of the March 2020 to June 2020 period.

Cost of goods also increased due to the opening of 64 net new stores between fiscal 2020 and fiscal 2021.

Cost of goods sold in fiscal 2021 increased $2.2 billion compared to fiscal 2019, primarily due to a 13% increase in comparable store sales, higher freight and distribution costs primarily due to industry-wide supply chain congestion, and higher wages, and higher sales due to the opening of 118 net new stores between fiscal 2019 and fiscal 2021.

Selling, general and administrative expenses. For fiscal 2021, selling, general and administrative expenses (“SG&A”) increased $371.2 million compared to the prior year.

The increase was primarily due to all our stores remaining open throughout fiscal 2021, compared to the impact from the COVID-19 related closures of all of our stores during a significant portion of the March 2020 to June 2020 period, and to the opening of 64 net new stores between fiscal 2020 and fiscal 2021, partially offset by approximately $240 million in long-term debt refinancing costs incurred in fiscal 2020.

For fiscal 2021, SG&A increased $517.8 million compared to fiscal 2019, mainly due to a 13% increase in comparable store sales, the opening of 118 net new stores between fiscal 2019 and fiscal 2021, higher incentive compensation costs due to better-than-expected results, net COVID-related operating expenses primarily for supplies, cleaning, and payroll related to additional safety protocols, higher wages, and holiday related pay incentives.

SG&A as a percentage of sales for fiscal 2021 increased by approximately 50 basis points compared to fiscal 2019, primarily due to higher incentive compensation costs due to better-than-expected results, net COVID-related operating expenses for supplies, cleaning, and payroll related to additional safety protocols, higher wages, and holiday related pay incentives.

Interest expense (income), net. In fiscal 2021, net interest expense decreased by $9.1 million compared to 2020 primarily due to the elimination of interest expense on short-term debt due to the repayment of our $800 million revolving credit facility in October 2020 and higher capitalized interest primarily related to the construction of our Brookshire, Texas distribution center, partially offset by lower interest income due to lower interest rates.

The increase in the effective tax rate of 4% for fiscal 2021 compared to fiscal 2020 and the decrease of 3% for fiscal 2020 compared to fiscal 2019 was primarily due to the impact of hiring tax credits on lower pre-tax earnings in fiscal 2020.

The increase in effective tax rate of 1% for fiscal 2021 compared to fiscal 2019 was primarily due to resolution of uncertain tax positions with a state tax authority during fiscal 2019.

Net earnings. Net earnings as a percentage of sales for fiscal 2021 were higher than in fiscal 2020, primarily due to lower cost of goods sold, lower SG&A expenses, and lower interest expense, partially offset by higher taxes on earnings.

The higher diluted earnings per share in fiscal 2021 were primarily attributable to all our store locations remaining open throughout fiscal 2021, compared to the negative impact from the COVID-19 related closures of all of our stores during a significant portion of the March 2020 to June 2020 period.

Diluted earnings per share in fiscal 2020 was $0.24, compared to $4.60 in fiscal 2019.

Effects of the COVID-19 Pandemic on Our Business

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

Governmental authorities in affected regions have taken, and continue to take, dramatic actions in an effort to slow down the spread of the disease.

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.

We also instituted “work from home” measures for many of our associates.

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.

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.

We had no outstanding forward contracts as of January [removed: 30, 2021.][added: 29, 2022.]

As of January [removed: 30, 2021,] [added: 29, 2022,] we had no borrowings outstanding under our revolving credit facility.

As of January [removed: 30, 2021,] [added: 29, 2022,] we have outstanding [removed: eight] [added: seven] series of unsecured Senior Notes.

A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have a material 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 January [removed: 30, 2021.][added: 29, 2022.]

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,585] [added: 1,628] locations in 40 states, the District of Columbia, and Guam, as of January [removed: 30, 2021.][added: 29, 2022.]

We also operate [removed: 274] [added: 295] dd’s DISCOUNTS stores in 21 states as of January [removed: 30, 2021.][added: 29, 2022.]

The typical dd’s DISCOUNTS store is located in an established shopping center in a densely populated urban or suburban [removed: neighborhood] [added: neighborhood,] and its target customers typically come from households with more moderate incomes than Ross customers.

Both our Ross and dd’s DISCOUNTS brands target value-conscious [removed: women and men between the ages of 18 and 54.][added: customers.]

We believe that both brands derive a competitive advantage by offering a wide assortment of product within each of our merchandise [removed: categories] [added: categories,] in organized and easy-to-shop store environments.

We refer to our fiscal years ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019] [added: 1, 2020] as fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018,] [added: 2019,] respectively, [removed: all] [added: each] of which were 52-week years.

We sell recognizable brand name merchandise that is [removed: current] [added: on trend] and fashionable in each category.

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

The [removed: majority of the apparel and apparel-related] merchandise that we offer in all of our stores is acquired through opportunistic purchases created by manufacturer [added: and brand] overruns and canceled orders both during and at the end of a [removed: season.][added: season (“close-out” purchases), and production direct from brands and factories (“upfront” purchases).]

[removed: Close-outs] [added: Merchandise] can be shipped to stores in-season, allowing us to get in-season goods into our stores at great values, or can be stored as packaway merchandise.

In fiscal [removed: 2020,] [added: 2021,] we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

Packaway accounted for approximately [removed: 38%] [added: 40%] and [removed: 46%] [added: 38%] of total inventories as of January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] respectively.

At the end of fiscal [removed: 2020,] [added: 2021,] we had over 900 merchants for Ross and dd’s DISCOUNTS combined.

Ross and dd’s DISCOUNTS buyers have on average [removed: eight] [added: seven] years of experience, including merchandising positions with other retailers.

As of January [removed: 30, 2021,] [added: 29, 2022,] we operated a total of [removed: 1,859] [added: 1,923] stores comprised of [removed: 1,585] [added: 1,628] Ross stores and [removed: 274] [added: 295] dd’s DISCOUNTS stores.

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

We [added: have incurred and] expect to [added: continue to] incur [removed: higher] [added: elevated] operating costs during the COVID-19 pandemic.

[removed: Recent] [added: Current] initiatives include continued enhancements to our [removed: collaboration, cybersecurity,] [added: stores, distribution, merchandising,] merchandise planning, [removed: distribution, store,] and [removed: human resource] [added: cybersecurity] systems.

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

Advertising for Ross Dress for Less relies [removed: primarily] on [added: a mix of] television [added: and digital channels] to communicate the Ross value proposition—savings off the same brands carried at leading department or specialty stores every day.

[removed: While television is our primary advertising medium,] [added: Within digital channels,] we continue to grow [removed: additional channels, including social and] [added: social,] digital [removed: media,] [added: video, and audio,] to communicate our brand position.

As of January [removed: 30, 2021,] [added: 29, 2022,] we had approximately [removed: 93,700] [added: 100,000] total associates, which includes both full- and part-time associates.

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

We are committed to building diverse teams and an inclusive culture that respects, values, and celebrates the diversity of [added: backgrounds, identities, and ideas of those who work and shop with us.]

We also continue to make improvements to our merchandising systems to strengthen our ability to plan, buy, and allocate product [removed: based on more local versus regional trends.][added: to our stores.]

We operate in an attractive sector of retail that [added: we anticipate] will be facing [removed: much less] [added: reduced] brick and mortar competition given the significant number of [added: recent] retail closures and bankruptcies.

The information found on our corporate website is not part of this report, or [added: of] any other report or regulatory filing we file with or furnish to the Securities and Exchange Commission.

Despite the ongoing supply chain congestion, we have been able to sufficiently source merchandise inventory.

We also source merchandise under in-house brands or vendor brands.

The timing of the release of packaway inventory to our stores is principally driven by the product mix and seasonality of the merchandise, and its relation to our store merchandise assortment plans.

As such, the aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than six months.

This strategy reflects our belief that a mix of channels is necessary to reach our customer.

We have no associates that are covered by a collective bargaining agreement.

These buys are referred to as “close-out” purchases.

Packaway merchandise is mainly fashion basics and, therefore, not usually affected by shifts in fashion trends.

An additional distribution center in Brookshire, Texas is currently under construction and expected to open in 2022.

This strategy reflects our belief that television is the most efficient and cost effective medium for communicating our brand position.

Our associates are non-union.

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

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

Class/representative action litigation remains pending as of January [removed: 30, 2021.][added: 29, 2022.]

The proceedings remain [removed: at an] [added: in] early [removed: procedural stage,] [added: stages,] and are subject to significant uncertainties.

| | | | | | | For the fiscal year ended January [removed: 30, 2021] [added: 29, 2022] | | | | | |

Title of [removed: each] class

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

See [added: the] definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of [removed: August 1, 2020] [added: July 31, 2021] was [removed: $31,310,449,079,] [added: $42,842,208,333,] based on the closing price on that date as reported by the NASDAQ Global Select Market®.

Shares of voting stock held by each director and executive officer have been [removed: excluded] [added: excluded,] in that such persons may be deemed to be affiliates.

The number of shares of Common Stock, [removed: with] $.01 par value, outstanding on March [removed: 8, 2021] [added: 7, 2022] was [removed: 356,523,349.][added: 350,892,474.]

Portions of the Proxy Statement for the Registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which will be filed on or before [removed: June 1, 2021,] [added: May 31, 2022,] are incorporated herein by reference into Part III.

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| [Item [removed: 12.](#i2810b7480f854bfc9cb2e754f7a2d259_148)] [added: 12.](#i84f0090916e6417881836bdad18ed609_142)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2810b7480f854bfc9cb2e754f7a2d259_148)] [added: Matters](#i84f0090916e6417881836bdad18ed609_142)] | | | | | | [removed: [65](#i2810b7480f854bfc9cb2e754f7a2d259_148)] [added: [62](#i84f0090916e6417881836bdad18ed609_142)] | | |

| [Item [removed: 13.](#i2810b7480f854bfc9cb2e754f7a2d259_151)] [added: 13.](#i84f0090916e6417881836bdad18ed609_145)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2810b7480f854bfc9cb2e754f7a2d259_151)] [added: Independence](#i84f0090916e6417881836bdad18ed609_145)] | | | | | | [removed: [65](#i2810b7480f854bfc9cb2e754f7a2d259_151)] [added: [62](#i84f0090916e6417881836bdad18ed609_145)] | | |

| [Item [removed: 14.](#i2810b7480f854bfc9cb2e754f7a2d259_154)] [added: 14.](#i84f0090916e6417881836bdad18ed609_148)] | | | | | | [Principal Accountant Fees and [removed: Services](#i2810b7480f854bfc9cb2e754f7a2d259_154)] [added: Services](#i84f0090916e6417881836bdad18ed609_148)] | | | | | | [removed: [65](#i2810b7480f854bfc9cb2e754f7a2d259_154)] [added: [62](#i84f0090916e6417881836bdad18ed609_148)] | | |

| [Item [removed: 15.](#i2810b7480f854bfc9cb2e754f7a2d259_160)] [added: 15.](#i84f0090916e6417881836bdad18ed609_154)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i2810b7480f854bfc9cb2e754f7a2d259_160)] [added: Schedules](#i84f0090916e6417881836bdad18ed609_154)] | | | | | | [removed: [66](#i2810b7480f854bfc9cb2e754f7a2d259_160)] [added: [63](#i84f0090916e6417881836bdad18ed609_154)] | | |

| [PART I](#i84f0090916e6417881836bdad18ed609_10) | | | | | | | | | | | | | | |

| [PART II](#i84f0090916e6417881836bdad18ed609_31) | | | | | | | | | | | | | | |

| [Item 6.](#i84f0090916e6417881836bdad18ed609_37) | | | | | | [Reserved](#i84f0090916e6417881836bdad18ed609_37) | | | | | | [25](#i84f0090916e6417881836bdad18ed609_37) | | |

| [Item 9C](#i84f0090916e6417881836bdad18ed609_1527). | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i84f0090916e6417881836bdad18ed609_1527) | | | | | | [61](#i84f0090916e6417881836bdad18ed609_1527) | | |

| [PART III](#i84f0090916e6417881836bdad18ed609_133) | | | | | | | | | | | | | | |

| [PART IV](#i84f0090916e6417881836bdad18ed609_151) | | | | | | | | | | | | | | |

| | | | | | | [Signatures](#i84f0090916e6417881836bdad18ed609_157) | | | | | | [64](#i84f0090916e6417881836bdad18ed609_157) | | |

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

| | | | | | | [Index to Exhibits](#i84f0090916e6417881836bdad18ed609_160) | | | | | | [66](#i84f0090916e6417881836bdad18ed609_160) | | |

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

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

| [Item 6.](#i2810b7480f854bfc9cb2e754f7a2d259_37) | | | | | | [Selected Financial Data](#i2810b7480f854bfc9cb2e754f7a2d259_37) | | | | | | [23](#i2810b7480f854bfc9cb2e754f7a2d259_37) | | |

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

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

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

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

At January [removed: 30, 2021,] [added: 29, 2022,] we operated a total of [removed: 1,859] [added: 1,923] stores, of which [removed: 1,585] [added: 1,628] were Ross stores in 40 states, the District of Columbia, and Guam, and [removed: 274] [added: 295] were dd’s DISCOUNTS stores in 21 states.

During fiscal [removed: 2020,] [added: 2021,] we opened [removed: 50] [added: 44] new Ross stores and closed [removed: 11] [added: 1] existing [removed: stores.][added: store.]

During fiscal [removed: 2020,] [added: 2021,] we opened [removed: 16] [added: 21] new dd’s DISCOUNTS [removed: stores, including reopening one store previously temporarily closed due to a weather event,] [added: stores] and closed [removed: one] [added: no] existing [removed: store.][added: stores.]

During fiscal [removed: 2020,] [added: 2021,] no one store accounted for more than 1% of our sales.

Our real estate strategy in [removed: 2021] [added: 2022] is to primarily open stores in states where we currently operate, [added: with the objective] to increase our market penetration and leverage [added: our] 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: 2021.][added: 2022.]

The following table summarizes the locations of our stores by state/territory as of January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020.][added: January 30, 2021.]

| State/Territory | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | |

| Alabama | | | | | | [removed: 24] [added: 25] | | | | | | 24 | | |

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

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

| California | | | | | | [removed: 431] [added: 443] | | | | | | [removed: 417] [added: 431] | | |

| Colorado | | | | | | [removed: 38] [added: 39] | | | | | | 38 | | |

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

| Florida | | | | | | [removed: 225] [added: 231] | | | | | | [removed: 221] [added: 225] | | |

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

| Illinois | | | | | | [removed: 89] [added: 94] | | | | | | [removed: 83] [added: 89] | | |

| Indiana | | | | | | [removed: 26] [added: 28] | | | | | | [removed: 20] [added: 26] | | |

| Louisiana | | | | | | [removed: 20] [added: 21] | | | | | | [removed: 19] [added: 20] | | |

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

| Missouri | | | | | | [removed: 27] [added: 30] | | | | | | 27 | | |

| Nebraska | | | | | | [removed: 5] [added: 6] | | | | | | 5 | | |

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

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

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

| Ohio | | | | | | [removed: 8] [added: 11] | | | | | | [removed: 5] [added: 8] | | |

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

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

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

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

| Tennessee | | | | | | [removed: 37] [added: 39] | | | | | | [removed: 36] [added: 37] | | |

| Texas | | | | | | [removed: 260] [added: 277] | | | | | | [removed: 255] [added: 260] | | |

| Utah | | | | | | [removed: 23] [added: 24] | | | | | | [removed: 22] [added: 23] | | |

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

| Washington | | | | | | [removed: 43] [added: 45] | | | | | | [removed: 42] [added: 43] | | |

| West Virginia | | | | | | [removed: 1] [added: 2] | | | | | | [removed: —] [added: 1] | | |

| Wisconsin | | | | | | [removed: 19] [added: 21] | | | | | | 19 | | |

| Total | | | | | | [removed: 1,859] [added: 1,923] | | | | | | [removed: 1,805] [added: 1,859] | | |

Where possible, we obtain sites in buildings requiring minimal alterations, allowing us to establish stores in new locations in a relatively short period of time [added: and] at reasonable costs in a given market.

At January [removed: 30, 2021,] [added: 29, 2022,] 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.

| | | | Sacramento, California | | | | | | 114,000 | | | | | | Lease | | | | | |

| | | | Lakeland, Florida | | | | | | 100,000 | | | | | | Lease | | | | | |

| | | | Baltimore, Maryland | | | | | | 122,000 | | | | | | Lease | | | | | |

| | | | Kansas City, Missouri | | | | | | 72,000 | | | | | | Lease | | | | | |

| | | | Statesville, North Carolina1 | | | | | | 640,000 | | | | | | Lease | | | | | |

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

| | | | 2 We are currently in the process of completing the construction of this distribution center with an estimated occupancy of 2022. | | | | | | | | | | | | | | | | | |

| Barbara Rentler | | | | | | [removed: 63] [added: 64] | | | | | | Chief Executive Officer | | |

| Michael J. Hartshorn | | | | | | [removed: 53] [added: 54] | | | | | | Group President and Chief Operating Officer | | |

| Michael Kobayashi | | | | | | [removed: 56] [added: 57] | | | | | | [removed: President, Operations] [added: President] and [removed: Technology] [added: Chief Capability Officer] | | |

| Brian Morrow | | | | | | [removed: 61] [added: 62] | | | | | | President and Chief Merchandising Officer, dd’s DISCOUNTS | | |

| [removed: Travis Marquette] [added: Adam Orvos] | | | | | | [removed: 49] [added: 57] | | | | | | Executive Vice President and Chief Financial Officer | | |

Mr. Kobayashi has served as [removed: President, Operations] [added: President] and [removed: Technology] [added: Chief Capability Officer] since [removed: August 2019.][added: February 2022.]

Prior to [removed: that,] [added: this role,] he served as [added: President, Operations and Technology from 2019 to 2022;] Group Executive Vice President, Supply Chain, Merchant Operations, and Technology [removed: since] [added: from 2014 to 2019; and Executive Vice President, Supply Chain, Allocation, and Chief Information Officer from 2010 to] 2014.

Previously, he was [removed: Executive Vice President, Supply Chain, Allocation, and Chief Information Officer from 2010 to 2014;] Group Senior Vice President, Supply Chain and Chief Information Officer from 2008 to [removed: 2010;] [added: 2010,] and Senior Vice President and Chief Information Officer from 2004 to 2008.

[removed: Before] [added: Prior to] joining [removed: Ross in 2004,] [added: Ross,] Mr. Kobayashi was a Partner with [removed: Accenture] [added: Accenture, providing consulting services to clients] in [removed: their] [added: Accenture’s] Retail [removed: and] [added: &] Consumer Goods [removed: practice where he spent 18 years in a variety of management consulting roles.][added: practice.]

Mr. [removed: Marquette] [added: Orvos] has served as Executive Vice President and Chief Financial Officer since [removed: March] [added: October] 2021.

Mr. Orvos joined Ross in January 2021 as Group Senior Vice President, Supply Chain Administration.

Prior to joining Ross, Mr. Orvos served as Senior Vice President, Retail Finance and Global Financial Planning and Analysis at Lowe’s from 2019 to 2020; Chief Financial Officer and Chief Operating Officer at Neiman Marcus from 2018 to 2019; and Executive Vice President, Retail and then Chief Executive Officer at Total Wine & More from 2016 to 2017.

Mr. Orvos held several senior management positions at Belk Department Stores from 2006 to 2016, where he eventually became its Chief Financial Officer.

For almost 20 years prior to this, Mr. Orvos held various financial roles at The May Department Stores Company, including Chief Financial Officer of their Foley’s division.

| Michael Balmuth | | | | | | 70 | | | | | | Chairman of the Board and Senior Advisor | | |

Mr. Balmuth has served as Chairman of the Board and Senior Advisor since November 2019.

From 2014 to November 2019, Mr. Balmuth was Executive Chairman of the Board of Directors and from 1996 to 2014, he was Vice Chairman of the Board of Directors and Chief Executive Officer.

He also served as President from 2005 to 2009.

Previously, Mr. Balmuth was Executive Vice President, Merchandising from 1993 to 1996 and Senior Vice President and General Merchandise Manager from 1989 to 1993.

Before joining Ross, he was Senior Vice President and General Merchandising Manager at Bon Marché in Seattle from 1988 to 1989 and Executive Vice President and General Merchandising Manager for Karen Austin Petites from 1986 to 1988.

Prior to that, he was Group Senior Vice President and 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.

He was also Senior Vice President, Store Operations from 2015 to 2017, Group Vice President, Store Operations from 2013 to 2015, and Vice President, Store Operations Finance from 2009 to 2013.

Prior to joining Ross in 2008 as Director, Strategic Planning, Mr. Marquette held various consulting and management roles over a 12-year period with Bain & Company, Carter’s Inc., and PricewaterhouseCoopers.

[added: General information.] Our stock is traded on The NASDAQ Global Select Market® under the symbol ROST.

There were [removed: 1,014] [added: 1,198] stockholders of record as of March [removed: 8, 2021] [added: 7, 2022] and the closing stock price on that date was [removed: $120.37] [added: $85.12] per share.

Cash dividends. On March [removed: 2, 2021,] [added: 1, 2022,] our Board of Directors declared a quarterly cash dividend of [removed: $0.285] [added: $0.310] per common share, payable on March 31, [removed: 2021.][added: 2022.]

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

Issuer purchases of equity securities. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2020] [added: 2021] is as follows:

| ¹ We acquired [removed: 1,381] [added: 2,641] shares of treasury stock during the quarter ended January [removed: 30, 2021, which relates to] [added: 29, 2022. Treasury stock includes] shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. [removed: No] [added: All remaining] shares were repurchased under our publicly announced stock repurchase program. | | |

In March [removed: 2019,] [added: 2022,] our Board of Directors approved a [added: new] two-year [removed: $2.55] [added: program to repurchase up to $1.9] billion [added: of our common] stock [removed: repurchase program] through fiscal [removed: 2020.][added: 2023.]

[removed: ][added: ]

| | | | | | | | | | | | | Indexed Returns for [added: Fiscal] Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Company/Index | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| Ross Stores, Inc. | | | | | | 100 | | | | | | [removed: 117] [added: 122] | | | | | | 143 | | | | | | [removed: 168] [added: 177] | | | | | | [removed: 207] [added: 176] | | | | | | [removed: 207] [added: 153] | | |

Our Board of Directors declared cash dividends of $0.285 per common share in March, May, August, and November 2021.

| | | | (10/31/2021 - 11/27/2021) | | | | | | 493,824 | | | | | | $115.90 | | | | | | 493,824 | | | | | | $1,025,788 | | | | | | | | |

| | | | (11/28/2021 - 01/01/2022) | | | | | | 885,525 | | | | | | $110.80 | | | | | | 885,525 | | | | | | $927,675 | | | | | | | | |

| | | | (01/02/2022 - 01/29/2022) | | | | | | 760,962 | | | | | | $102.40 | | | | | | 758,321 | | | | | | $850,003 | | | 2 | | | | | |

| | | | Total | | | | | | 2,140,311 | | | | | | $108.99 | | | | | | 2,137,670 | | | | | | $1,900,000 | | | 2 | | | | | |

| ² In March 2022, our Board of Directors approved a new two-year program to repurchase up to $1.9 billion of our common stock through fiscal 2023, replacing the $850 million that remained available at the end of fiscal 2021 under the previous $1.5 billion program. | | |

In May 2021, our Board of Directors authorized a program to repurchase up to $1.5 billion of our common stock through fiscal 2022, with plans to buy back $650 million in fiscal 2021 and $850 million in fiscal 2022.

This new program replaces the previous $1.5 billion stock repurchase program, effective at the end of fiscal 2021 (at which time we had repurchased $650 million under the $1.5 billion program).

| S&P 500 Index | | | | | | 100 | | | | | | 126 | | | | | | 123 | | | | | | 150 | | | | | | 176 | | | | | | 217 | | |

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 114 | | | | | | 124 | | | | | | 138 | | | | | | 147 | | | | | | 163 | | |

General information. See the information set forth under the caption “Quarterly Financial Data (Unaudited)” under Note K of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

| | | | (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 | | | | | | | | |

Due to the economic uncertainty stemming from the COVID-19 pandemic and to manage liquidity, we suspended our stock repurchase program as of March 2020.

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

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

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 99 | | | | | | 112 | | | | | | 122 | | | | | | 136 | | | | | | 145 | | |

The following selected financial data is derived from our consolidated financial statements.

The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the section “Forward-Looking Statements” in this Annual Report on Form 10-K and our consolidated financial statements and notes thereto.

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

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

| | | | ($000, except per share data) | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | 1 | | | 2016 | | | | | | | | | | | |

| | | | Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Sales | | | $ | 12,531,565 | | | | | $ | 16,039,073 | | | | | $ | 14,983,541 | | | | | $ | 14,134,732 | | | | | $ | 12,866,757 | | | | | | | | | | |

| | | | Cost of goods sold | | | 9,838,574 | | | | | | 11,536,187 | | | | | | 10,726,277 | | | | | | 10,042,638 | | | | | | 9,173,705 | | | | | | | | | | | |

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

| | | | Selling, general and administrative | | | 2,503,281 | | | | | | 2,356,704 | | | | | | 2,216,550 | | | | | | 2,043,698 | | | | | | 1,890,408 | | | | | | | | | | | |

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

| | | | Interest expense (income), net | | | 83,413 | | | | | | (18,106) | | | | | | (10,162) | | | | | | 7,676 | | | | | | 16,488 | | | | | | | | | | | |

| | | | Earnings before taxes | | | 106,297 | | | | | | 2,164,288 | | | | | | 2,050,876 | | | | | | 2,040,720 | | | | | | 1,786,156 | | | | | | | | | | | |

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

| | | | Provision for taxes on earnings | | | 20,915 | | | | | | 503,360 | | | | | | 463,419 | | | | | | 677,967 | | | | | | 668,502 | | | | | | | | | | | |

| | | | Net earnings | | | $ | 85,382 | | | | | $ | 1,660,928 | | | | | $ | 1,587,457 | | | | | $ | 1,362,753 | | | | | $ | 1,117,654 | | | | | | | | | | |

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

| | | | Basic earnings per share | | | $ | 0.24 | | 5 | | | $ | 4.63 | | 4 | | | $ | 4.30 | | 3 | | | $ | 3.58 | | 2 | | | $ | 2.85 | | | | | | | | | | |

| | | | Diluted earnings per share | | | $ | 0.24 | | 5 | | | $ | 4.60 | | 4 | | | $ | 4.26 | | 3 | | | $ | 3.55 | | 2 | | | $ | 2.83 | | | | | | | | | | |

| | | | Cash dividends declared | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| | | | 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 4 Includes a per share benefit of approximately $0.02 primarily related to the favorable resolution of a tax matter. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Selected Financial Data

| ($000, except per share data) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | 1 | | | 2016 | | | | | | | | | | | |

| Financial Position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 4,819,293 | | | | | $ | 1,351,205 | | | | | $ | 1,412,912 | | | | | $ | 1,290,294 | | | | | $ | 1,111,599 | | | | | | | | | | |

| Merchandise inventory | | | | | | 1,508,982 | | | | | | 1,832,339 | | | | | | 1,750,442 | | | | | | 1,641,735 | | | | | | 1,512,886 | | | | | | | | | | | |

| Property and equipment, net | | | | | | 2,710,496 | | | | | | 2,653,436 | | | | | | 2,475,201 | | | | | | 2,382,464 | | | | | | 2,328,048 | | | | | | | | | | | |

| Total assets | | | | | | 12,717,867 | | | | | | 9,348,367 | | | 2 | | | 6,073,691 | | | | | | 5,722,051 | | | | | | 5,309,351 | | | | | | | | | | | |

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

| Working capital | | | | | | 2,725,458 | | | | | | 730,894 | | | 2 | | | 1,394,535 | | | | | | 1,224,755 | | | | | | 1,060,543 | | | | | | | | | | | |

| Current ratio | | | | | | 1.7:1 | | | | | | 1.3:1 | | | 2 | | | 1.7:1 | | | | | | 1.6:1 | | | | | | 1.6:1 | | | | | | | | | | | |

| Long-term debt | | | | | | 2,513,085 | | | | | | 312,891 | | | | | | 312,440 | | | | | | 396,967 | | | | | | 396,493 | | | | | | | | | | | |

| Long-term debt as a percent | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| of total capitalization | | | | | | 43% | | | | | | 9% | | | | | | 9% | | | | | | 12% | | | | | | 13% | | | | | | | | | | | |

Consolidated Statements [removed: of Earnings][added: of Earnings]

| ($000, except per share data) | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | | | | | February [removed: 2, 2019] [added: 1, 2020] | | |

| Sales | | | | | | $ | [removed: 12,531,565] [added: 18,916,244] | | | | | $ | [removed: 16,039,073] [added: 12,531,565] | | | | | $ | [removed: 14,983,541] [added: 16,039,073] | |

| Cost of goods sold | | | | | | [removed: 9,838,574] [added: 13,708,907] | | | | | | [removed: 11,536,187] [added: 9,838,574] | | | | | | [removed: 10,726,277] [added: 11,536,187] | | |

| Selling, general and administrative | | | | | | [removed: 2,503,281] [added: 2,874,469] | | | | | | [removed: 2,356,704] [added: 2,503,281] | | | | | | [removed: 2,216,550] [added: 2,356,704] | | |

| Interest expense (income), net | | | | | | [removed: 83,413] [added: 74,328] | | | | | | [removed: (18,106)] [added: 83,413] | | | | | | [removed: (10,162)] [added: (18,106)] | | |

| Total costs and expenses | | | | | | [removed: 12,425,268] [added: 16,657,704] | | | | | | [removed: 13,874,785] [added: 12,425,268] | | | | | | [removed: 12,932,665] [added: 13,874,785] | | |

| Earnings before taxes | | | | | | [removed: 106,297] [added: 2,258,540] | | | | | | [removed: 2,164,288] [added: 106,297] | | | | | | [removed: 2,050,876] [added: 2,164,288] | | |

| Provision for taxes on earnings | | | | | | [removed: 20,915] [added: 535,951] | | | | | | [removed: 503,360] [added: 20,915] | | | | | | [removed: 463,419] [added: 503,360] | | |

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

| Basic | | | | | | $ | [removed: 0.24] [added: 4.90] | | | | | $ | [removed: 4.63] [added: 0.24] | | | | | $ | [removed: 4.30] [added: 4.63] | |

| Diluted | | | | | | $ | [removed: 0.24] [added: 4.87] | | | | | $ | [removed: 4.60] [added: 0.24] | | | | | $ | [removed: 4.26] [added: 4.60] | |

| Basic | | | | | | [removed: 352,392] [added: 351,496] | | | | | | [removed: 358,462] [added: 352,392] | | | | | | [removed: 369,533] [added: 358,462] | | |

| Diluted | | | | | | [removed: 354,619] [added: 353,734] | | | | | | [removed: 361,182] [added: 354,619] | | | | | | [removed: 372,678] [added: 361,182] | | |

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

| ($000) | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | | | | | February [removed: 2, 2019] [added: 1, 2020] | | |

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

| Comprehensive income | | | | | | $ | [removed: 85,382] [added: 1,722,589] | | | | | $ | [removed: 1,660,928] [added: 85,382] | | | | | $ | [removed: 1,587,430] [added: 1,660,928] | |

| ($000, except share data) | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | | | | |

| Cash and cash equivalents | | | [added: | | |] $ | [removed: 4,819,293] [added: 4,922,365] | | | | | $ | [removed: 1,351,205] [added: 4,819,293] | | | | | [added: $ | 1,351,205 | |]

| Accounts receivable | | | [removed: 115,067] [added: 119,247] | | | | | | [removed: 102,236] [added: 115,067] | | | | | |

| Merchandise inventory | | | [removed: 1,508,982] [added: 2,262,273] | | | | | | [removed: 1,832,339] [added: 1,508,982] | | | | | |

| Prepaid expenses and other | | | [removed: 249,149] [added: 169,291] | | | | | | [removed: 147,048] [added: 249,149] | | | | | |

| Total current assets | | | [removed: 6,692,491] [added: 7,473,176] | | | | | | [removed: 3,432,828] [added: 6,692,491] | | | | | |

| Land and buildings | | | [removed: 1,187,045] [added: 1,240,246] | | | | | | [removed: 1,177,262] [added: 1,187,045] | | | | | |

| Fixtures and equipment | | | [removed: 3,243,206] [added: 3,425,762] | | | | | | [removed: 3,115,003] [added: 3,243,206] | | | | | |

| Leasehold improvements | | | [removed: 1,278,134] [added: 1,332,687] | | | | | | [removed: 1,219,736] [added: 1,278,134] | | | | | |

| Construction-in-progress | | | [removed: 376,076] [added: 574,333] | | | | | | [removed: 189,536] [added: 376,076] | | | | | |

| Less accumulated depreciation and amortization | | | [removed: 3,373,965] [added: 3,674,501] | | | | | | [removed: 3,048,101] [added: 3,373,965] | | | | | |

| Property and equipment, net | | | [removed: 2,710,496] [added: 2,898,527] | | | | | | [removed: 2,653,436] [added: 2,710,496] | | | | | |

| Operating lease assets | | | [removed: 3,084,819] [added: 3,027,272] | | | | | | [removed: 3,053,782] [added: 3,084,819] | | | | | |

| Other long-term assets | | | [removed: 230,061] [added: 241,281] | | | | | | [removed: 208,321] [added: 230,061] | | | | | |

| Total assets | | | $ | [removed: 12,717,867] [added: 13,640,256] | | | | | $ | [removed: 9,348,367] [added: 12,717,867] | | | | |

| Accounts payable | | | $ | [removed: 2,256,928] [added: 2,372,302] | | | | | $ | [removed: 1,296,482] [added: 2,256,928] | | | | |

| Accrued expenses and other | | | [removed: 592,122] [added: 613,089] | | | | | | [removed: 462,111] [added: 592,122] | | | | | |

| Current operating lease liabilities | | | [removed: 598,120] [added: 630,517] | | | | | | [removed: 564,481] [added: 598,120] | | | | | |

| Accrued payroll and benefits | | | [removed: 400,273] [added: 588,772] | | | | | | [removed: 364,435] [added: 400,273] | | | | | |

| Income taxes payable | | | [removed: 54,680] [added: 10,249] | | | | | | [removed: 14,425] [added: 54,680] | | | | | |

| Current portion of long-term debt | | | [removed: 64,910] [added: —] | | | | | | [removed: —] [added: 64,910] | | | | | |

| Total current liabilities | | | [removed: 3,967,033] [added: 4,214,929] | | | | | | [removed: 2,701,934] [added: 3,967,033] | | | | | |

| | | | 6,573,028 | | | | | | 6,084,461 | | | | | |

| | | | | | | | | | | | | | | | | | | Additional paid-in capital | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common stock issued under stock plans, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,722,589 | | | | | | 1,722,589 | | |

| Common stock issued under stock plans, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| net of shares used for tax withholding | | | | | | 905 | | | | | | 9 | | | | | | 25,060 | | | | | | (57,345) | | | | | | | | | | | | — | | | | | | (32,276) | | |

| Stock-based compensation | | | | | | — | | | | | | — | | | | | | 134,217 | | | | | | — | | | | | | | | | | | | — | | | | | | 134,217 | | |

| Common stock repurchased | | | | | | (5,688) | | | | | | (57) | | | | | | (21,571) | | | | | | — | | | | | | | | | | | | (628,369) | | | | | | (649,997) | | |

| Balance at January 29, 2022 | | | | | | 351,720 | | | | | | $ | 3,517 | | | | | $ | 1,717,530 | | | | | $ | (535,895) | | | | | | | | | | | $ | 2,874,898 | | | | | $ | 4,060,050 | |

| ($000) | | | | | | January 29, 2022 | | | | | | January 30, 2021 | | | | | | February 1, 2020 | | |

| Net earnings | | | | | | $ | 1,722,589 | | | | | $ | 85,382 | | | | | $ | 1,660,928 | |

No material impairment charges were recorded during fiscal 2021, 2020, and 2019.

| ($000) | | | | | | 2021 | | | | | | 2020 | | |

| ($000) | | | | | | 2021 | | | | | | 2020 | | |

| Shares | | | | | | 351,496 | | | | | | 2,238 | | | | | | 353,734 | | |

| Amount | | | | | | $ | 4.90 | | | | | $ | (0.03) | | | | | $ | 4.87 | |

Recently issued accounting standards. In November 2021, the FASB issued ASU 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance*, to increase the transparency of government assistance including the disclosure of the types of assistance an entity receives, an entity’s method of accounting for government assistance, and the effect of government assistance on an entity’s financial statements.

The guidance in this Update will be effective for the Company for its fiscal 2022 Form 10-K, with early application of the amendments permitted.

The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.

Note B: Fair Value Measurements

| ($000) | | | | | | | | | | | | 2021 | | | | | | 2020 | | |

| ($000) | | | 2021 | | | | | | 2020 | | |

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

For fiscal 2021, the Compensation Committee of the Board of Directors established the performance measures for determining incentive compensation amounts based on a combination of profitability-based performance goals and the attainment of specific management priorities related to business challenges from the COVID-19 pandemic, as measured and approved by the Compensation Committee.

| Total | | | $ | 134,217 | | | | | $ | 101,568 | | | | | $ | 95,438 | |

| ($000) | | | | | | 2021 | | | | | | 2020 | | |

was approximately $2.8 billion.

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

| 2026 | | | | | | | | | $ | 500,000 | |

Revolving credit facilities. As of January 29, 2022, the Company's $800 million unsecured revolving credit facility was scheduled to expire in July 2024, and contained a $300 million sublimit for issuance of standby letters of credit.

In February 2022 (the “Effective Date”), the Company entered into a new, $1.3 billion senior unsecured revolving Credit Agreement (the “2022 Credit Facility”).

The 2022 Credit Facility expires in February 2027, and may be extended, at the Company's option, for up to two additional one year periods, subject to customary conditions.

It also contains an option allowing the Company to increase the size of its credit facility by up to an additional $700 million, with the agreement of the committing lenders.

The interest rate on

borrowings under the 2022 Credit Facility is a term rate based on the Secured Overnight Financing Rate (“Term SOFR”) (or an alternate benchmark rate, if Term SOFR is no longer available) plus an applicable margin, and is payable quarterly and upon maturity.

The 2022 Credit Facility is subject to a quarterly Consolidated Adjusted Debt to Consolidated EBITDAR financial leverage ratio covenant, effective the first quarter of fiscal 2022.

On the Effective Date, the Prior Credit Facility was terminated and was replaced by the new 2022 Credit Facility.

The Company leases 15 distribution/warehouse facilities with expiration dates ranging from 2023 to 2029, and all contain renewal provisions.

The Los Angeles buying office facility contains renewal provisions.

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

| Change in unrealized gain (loss) on investments, net of tax | | | | | | — | | | | | | — | | | | | | (27) | | |

| | | | 6,084,461 | | | | | | 5,701,537 | | | | | |

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

| | | | | | | | | | | | | | | | | | | Additional paid-in capital | | | | | | | | | | | | Accumulated other comprehensive income (loss) | | | | | | | | | | | | | | |

| Balance at February 3, 2018 | | | | | | 379,618 | | | | | | $ | 3,796 | | | | | $ | 1,292,364 | | | | | $ | (318,279) | | | | | $ | 27 | | | | | $ | 2,071,400 | | | | | $ | 3,049,308 | |

| Cumulative effect of adoption of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (revenue recognition), net | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,884 | | | | | | 19,884 | | |

| Unrealized investment loss, net | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27) | | | | | | — | | | | | | (27) | | |

| plans, net of shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| used for tax withholding | | | | | | 1,097 | | | | | | 11 | | | | | | 20,101 | | | | | | (54,384) | | | | | | — | | | | | | — | | | | | | (34,272) | | |

| Common stock repurchased | | | | | | (12,473) | | | | | | (125) | | | | | | (32,085) | | | | | | — | | | | | | — | | | | | | (1,042,790) | | | | | | (1,075,000) | | |

| (leases), net | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,614) | | | | | | (19,614) | | |

| Stock-based compensation | | | | | | 101,568 | | | | | | 95,438 | | | | | | 95,585 | | |

In addition to the restricted cash and cash equivalents in the table above, the Company had restricted investments of $0.4 million as of February 2, 2019 included in Prepaid expenses and other in the Consolidated Balance Sheets.

Investments. The Company’s investments are comprised of various debt securities.

At January 30, 2021 and February 1, 2020, these investments were classified as available-for-sale and are stated at fair value.

Investments are classified as either short- or long-term based on their maturity dates and the Company’s intent.

Investments with a maturity of less than one year are classified as short-term.

See Note B for additional information.

As of

Based on the Company’s evaluation during fiscal 2020, 2019, and 2018, no impairment charges were recorded.

Prior to the adoption of Accounting Standards Codification “ASC” 842 in the beginning of fiscal 2019, when a lease contained “rent holidays” or required fixed escalations of the minimum lease payments, the Company recorded rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount was charged to expense and the amount payable under the lease was recorded as deferred rent.

The Company began recording rent expense on the lease possession date.

Tenant improvement allowances were amortized over the lease term.

Changes in deferred rent and tenant improvement allowances were included as a component of operating activities in the Consolidated Statements of Cash Flows.

| 2018 | | | | | | | | | | | | | | | | | | | | |

| Shares | | | | | | 369,533 | | | | | | 3,145 | | | | | | 372,678 | | |

| Amount | | | | | | $ | 4.30 | | | | | $ | (0.04) | | | | | $ | 4.26 | |

Recently issued accounting standards. The Company considers the applicability and impact of all Accounting Standards Updates (“ASU”) issued by the FASB.

ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial results.

In May 2014, the FASB issued ASU No. 2014-09, *Revenue from Contracts with Customers* (ASC 606) which, along with subsequent amendments, supersedes the revenue recognition requirements in “Revenue Recognition (ASC

605).” This guidance provides a five-step analysis of transactions to determine when and how revenue is recognized and requires entities to recognize revenue when the customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

The Company adopted ASC 606 as of February 4, 2018, using the modified retrospective method.

Results for reporting periods beginning on or after February 4, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC 605.

Upon adoption of ASC 606, the Company recorded a cumulative-effect adjustment to increase beginning retained earnings by $20 million as of February 4, 2018, primarily due to the change in the timing of the recognition of stored value card breakage.

The impact of applying ASC 606 was not material to the Company’s consolidated financial statements for the year ended February 2, 2019.

In November 2016, the FASB issued ASU 2016-18, *Statement of Cash Flows (Topic 230): Restricted Cash*.

ASU 2016-18 requires restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts on the statement of cash flows.

The standard also requires companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the statement of cash flows.

The Company adopted ASU 2016-18 as of February 4, 2018, using the retrospective method.

Based on our evaluation under the framework in *Internal Control — Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective as of January [removed: 30, 2021.][added: 29, 2022.]

Our internal control over financial reporting as of January [removed: 30, 2021] [added: 29, 2022] has also been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion as to the effectiveness of our internal control over financial reporting is stated in their report, dated March [removed: 30, 2021,] [added: 29, 2022,] which is included in Item 8 in this Annual Report on Form 10-K.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth fiscal quarter of [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

None

PART III

Information required by Item 401 of Regulation S-K is incorporated herein by reference to the sections entitled “Executive Officers of the Registrant” at the end of Part I of this report; and to the sections of the Ross Stores, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on Wednesday, May [removed: 19, 2021] [added: 18, 2022] (the “Proxy Statement”) entitled “Information Regarding Nominees and Incumbent Directors.” Information required by Item 405 of Regulation S-K is incorporated by reference to the Proxy Statement under the section titled “Section 16(a) Beneficial Ownership Reporting Compliance.” Since our last Annual Report on Form 10-K, we have not made any material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors.

Equity compensation plan information. The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of January [removed: 30, 2021:][added: 29, 2022:]

| approved by security holders | | | | | | [removed: 377] [added: 625] | | | ² | | | — | | | | | | [removed: 14,681] [added: 13,523] | | | 3 | | |

| 2 Securities include shares underlying outstanding performance share awards where the performance measurement has occurred but that remain unsettled and unissued as of January [removed: 30, 2021.] [added: 29, 2022.] The weighted-average exercise price in column (b) does not take these awards into account. | | | | | | | | | | | | | | | | | | | | | | | |

| 3 Includes [removed: 4.5] [added: 4.2] million shares reserved for issuance under the Employee Stock Purchase Plan and [removed: 10.2] [added: 9.3] million shares reserved for issuance under the 2017 Equity Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | 625 | | | | | | — | | | | | | 13,523 | | | | | |

| Total | | | | | | 377 | | | | | | — | | | | | | 14,681 | | | | | |

Consolidated Statements of Earnings for the years ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019.][added: 1, 2020.]

Consolidated Statements of Comprehensive Income for the years ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019.][added: 1, 2020.]

Consolidated Balance Sheets at January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020.][added: January 30, 2021.]

Consolidated Statements of Stockholders’ Equity for the years ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019.][added: 1, 2020.]

Consolidated Statements of Cash Flows for the years ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019.][added: 1, 2020.]

Report of Independent Registered Public Accounting [removed: Firm.][added: Firm (PCAOB ID: 34).]

| Date: | | | March [removed: 30, 2021] [added: 29, 2022] | | | | | | Barbara Rentler | | |

| /s/Barbara Rentler | | | | | | Chief Executive Officer, Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| [removed: /s/Travis R. Marquette] [added: /s/Adam Orvos] | | | | | | Executive Vice President and Chief Financial | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| [removed: Travis R. Marquette] [added: Adam Orvos] | | | | | | Officer, and Principal Accounting Officer | | | | | | | | |

| /s/K. Gunnar Bjorklund | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/Michael J. Bush | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/Sharon D. Garrett | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/Michael J. Hartshorn | | | | | | Group President and Chief Operating Officer, | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/Stephen D. Milligan | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/Patricia H. Mueller | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/George P. Orban | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/Gregory L. Quesnel | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/Larree M. Renda | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| 4.1 | | | [Description of Common Stock of Ross Stores, Inc.,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000016/exhibit45-descriptiono.htm) [incorporated by reference to Exhibit 4.5 to the Form 10-K filed by Ross Stores, Inc. for its year ended February 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000016/exhibit45-descriptiono.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000016/exhibit45-descriptiono.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000016/exhibit45-descriptiono.htm)] | | |

| [removed: 4.2] [added: 10.11] | | | [removed: [Note Purchase Agreement dated October 17, 2006,] [added: [Form of Restricted Stock Agreement,] incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: October 28, 2006.](http://www.sec.gov/Archives/edgar/data/745732/000120677406002502/rs101600ex102.htm)] [added: May 3, 2014.](http://www.sec.gov/Archives/edgar/data/745732/000074573214000011/exhibit102formofrestricted.htm)] | | |

| [removed: 4.3] [added: 10.25] | | | [First Amendment to [removed: Note Purchase] [added: Employment] Agreement [added: between Michael Balmuth and Ross Stores, Inc.] dated [removed: as of June 30, 2020,] [added: March 15, 2015,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Form [removed: 10-Q](https://www.sec.gov/Archives/edgar/data/745732/000074573220000065/firstamendment2006npa.htm) [](https://www.sec.gov/Archives/edgar/data/745732/000074573220000065/firstamendment2006npa.htm)[filed] [added: 10-Q filed] by Ross Stores, Inc. for [removed: its](https://www.sec.gov/Archives/edgar/data/745732/000074573220000065/firstamendment2006npa.htm) [quarter](https://www.sec.gov/Archives/edgar/data/745732/000074573220000065/firstamendment2006npa.htm) [ended](https://www.sec.gov/Archives/edgar/data/745732/000074573220000065/firstamendment2006npa.htm) [August, 1 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000065/firstamendment2006npa.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000065/firstamendment2006npa.htm)] [added: its quarter ended August 1, 2015.](http://www.sec.gov/Archives/edgar/data/745732/000074573215000022/exhibit102firstamendmentto.htm)] | | |

| [removed: 4.4] [added: 4.2] | | | [Indenture, dated as of September 18, 2014, between Ross Stores, Inc. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Ross Stores on September 18, 2014.](http://www.sec.gov/Archives/edgar/data/745732/000120677414002845/exhibit4-1.htm) | | |

| [removed: 4.5] [added: 4.3] | | | [Officers’ Certificate, dated as of September 18, 2014, establishing the terms and form of the Notes, incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores on September 18, 2014.](http://www.sec.gov/Archives/edgar/data/745732/000120677414002845/exhibit4-2.htm) | | |

| [removed: 4.6] [added: 4.4] | | | [Form of the 3.375% Senior Notes Due 2024, included [removed: in](http://www.sec.gov/Archives/edgar/data/745732/000120677414002845/exhibit4-2.htm) [and] [added: in and] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores on September 18, 2014.](http://www.sec.gov/Archives/edgar/data/745732/000120677414002845/exhibit4-2.htm) | | |

| [removed: 4.7] [added: 4.5] | | | [Officers’ Certificate, dated as of April 6, 2020, establishing the aggregate amounts, terms and form of the Notes, incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) | | |

| [removed: 4.8] [added: 4.6] | | | [Form of 4.600% Senior Notes Due 2025, included [removed: in](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) [and] [added: in and] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) | | |

| [removed: 4.9] [added: 4.7] | | | [Form of 4.700% Senior Notes Due 2027, included [removed: in](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) [and] [added: in and] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm). | | |

| [removed: 4.10] [added: 4.8] | | | [Form of 4.800% Senior Notes Due 2030, included [removed: in](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) [and] [added: in and] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) | | |

| [removed: 4.11] [added: 4.9] | | | [Form of 5.450% Senior Notes Due 2050, included [removed: in](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) [and] [added: in and] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) | | |

| [removed: 4.12] [added: 4.10] | | | [Officers’ Certificate, dated as of October 21, 2020 establishing the aggregate amounts, terms and forms of the Notes., incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) | | |

| [removed: 4.13] [added: 4.11] | | | [Form of the 0.875% Senior Notes Due 2026, included [removed: in](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) [and] [added: in and] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) | | |

| [removed: 4.14] [added: 4.12] | | | [Form of the 1.875% Senior Notes Due 2031, included [removed: in](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) [and] [added: in and] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) | | |

| 10.2 | | | [First Amendment [removed: to](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm) [Amended] [added: to Amended] and Restated Credit Agreement dated as of May 1, 2020 among Ross Stores, Inc., various lenders, and Bank of America, N.A., as Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm)[,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm) [](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm)[incorporated] [added: Agent, incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm)[2](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm) [to] [added: 10.2 to] the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm). | | |

| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.5 - [removed: 10.45)] [added: 10.39)] | | | | | |

| [removed: 10.5] [added: 10.6] | | | [Third Amended and Restated Ross Stores, Inc. Non-Qualified Deferred Compensation Plan effective December 31, 2008 (as amended effective January 1, 2015 and October 1, 2017), incorporated by reference to Exhibit 10.3 filed by Ross Stores, Inc. for its fiscal year ended February 3, 2018.](http://www.sec.gov/Archives/edgar/data/745732/000074573218000004/exhibit103nonqualifieddefe.htm) | | |

| [removed: 10.6] [added: 10.7] | | | [Second Amended and Restated Ross Stores, Inc. Incentive Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)[,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)] [added: Plan,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)] [incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)[2](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm) [to] [added: 10.2 to] the Form 10-Q filed by Ross Stores, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm) [for] [added: Inc. for] its quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm) [October] [added: ended October] 31, [removed: 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)] | | |

| [removed: 10.7] [added: 10.8] | | | [Ross Stores, Inc. 2008 Equity Incentive Plan (as amended through May 21, 2014), incorporated by reference to Exhibit 10.18 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2016.](http://www.sec.gov/Archives/edgar/data/745732/000074573216000037/exhibit10182008equityincen.htm) | | |

| [removed: 10.8] [added: 10.9] | | | [Ross Stores, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 99 to the Registration Statement on Form S-8 filed by Ross Stores, Inc. on May 17, 2017 (Registration No. 333-218052).](http://www.sec.gov/Archives/edgar/data/745732/000074573217000017/exhibit99rossstoresinc2017.htm) | | |

| [removed: 10.9] [added: 10.10] | | | [Amended Ross Stores, Inc. 2017 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm)[,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm)] [added: Plan,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm)] [incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm)[3](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm) [to] [added: 10.3 to] the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm) | | |

| /s/Doniel N. Sutton | | | | | | Director | | | | | | March 29, 2022 | | |

| Doniel N. Sutton | | | | | | | | | | | | | | |

| | | | | | |

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

| /s/Michael Balmuth | | | | | | Chairman of the Board and Senior Advisor, Director | | | | | | March 30, 2021 | | |

| Michael Balmuth | | | | | | | | | | | | | | |

| /s/Norman A. Ferber | | | | | | Chairman Emeritus of the Board, Director | | | | | | March 30, 2021 | | |

| Norman A. Ferber | | | | | | | | | | | | | | |

| 10.38 | | | [Sixth Amendment to the Employment Agreement effective November 23, 2018 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.35 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2019.](http://www.sec.gov/Archives/edgar/data/745732/000074573219000009/exhibit1035sixthamendmentt.htm) | | |

| 10.39 | | | [Seventh Amendment to the Employment Agreement effective July 13, 2019 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 3, 2019.](http://www.sec.gov/Archives/edgar/data/745732/000074573219000037/a101seventhamendmentfo.htm) | | |

| 10.40 | | | [Eighth Amendment to the Employment Agreement effective September 24, 2020 between Michael Balmuth and Ross Stores, Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm)[,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm) [incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm)[5](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm) [to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm) | | |

| 10.41 | | | [Employment Agreement effective March 16, 2019 between Barbara Rentler and Ross Stores, Inc., incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 4, 2019.](http://www.sec.gov/Archives/edgar/data/745732/000074573219000030/exhibit102bremploymentagre.htm) | | |

| 10.42 | | | [Employment Agreement effective August 16, 2019 between Michael Hartshorn and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended November 2, 2019.](http://www.sec.gov/Archives/edgar/data/745732/000074573219000045/executiveemploymentagr1.htm) | | |

| 10.43 | | | [Employment Agreement effective March 16, 2020 between Brian Morrow and Ross Stores, Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/morrowb-contract.htm)[, incorporated by reference to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/morrowb-contract.htm)[1](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/morrowb-contract.htm) [to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/morrowb-contract.htm) | | |

| 10.44 | | | [Employment Agreement effective August 16, 2019 between Michael Kobayashi and Ross Stores, Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/kobayashim-contract.htm)[,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/kobayashim-contract.htm) [incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/kobayashim-contract.htm)[13](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/kobayashim-contract.htm) [to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/kobayashim-contract.htm) | | |

| 10.45 | | | [Employment Agreement effective August 16, 2019 between Travis Marquette and Ross Stores, Inc., incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended November 2, 2019.](http://www.sec.gov/Archives/edgar/data/745732/000074573219000045/executiveemploymentagr.htm) | | |