Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Earnings

						Year Ended						Year Ended						Year Ended
($000, except per share data)						January 29, 2022						January 30, 2021						February 1, 2020
Sales						$	18,916,244					$	12,531,565					$	16,039,073
Costs and Expenses
Cost of goods sold						13,708,907						9,838,574						11,536,187
Selling, general and administrative						2,874,469						2,503,281						2,356,704
Interest expense (income), net						74,328						83,413						(18,106)
Total costs and expenses						16,657,704						12,425,268						13,874,785
Earnings before taxes						2,258,540						106,297						2,164,288
Provision for taxes on earnings						535,951						20,915						503,360
Net earnings						$	1,722,589					$	85,382					$	1,660,928
Earnings per share
Basic						$	4.90					$	0.24					$	4.63
Diluted						$	4.87					$	0.24					$	4.60
Weighted-average shares outstanding (000)
Basic						351,496						352,392						358,462
Diluted						353,734						354,619						361,182
The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Comprehensive Income

						Year Ended						Year Ended						Year Ended
($000)						January 29, 2022						January 30, 2021						February 1, 2020
Net earnings						$	1,722,589					$	85,382					$	1,660,928
Other comprehensive income (loss)						—						—						—
Comprehensive income						$	1,722,589					$	85,382					$	1,660,928

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Balance Sheets

($000, except share data)			January 29, 2022						January 30, 2021
Assets
Current Assets
Cash and cash equivalents			$	4,922,365					$	4,819,293
Accounts receivable			119,247						115,067
Merchandise inventory			2,262,273						1,508,982
Prepaid expenses and other			169,291						249,149
Total current assets			7,473,176						6,692,491
Property and Equipment
Land and buildings			1,240,246						1,187,045
Fixtures and equipment			3,425,762						3,243,206
Leasehold improvements			1,332,687						1,278,134
Construction-in-progress			574,333						376,076
			6,573,028						6,084,461
Less accumulated depreciation and amortization			3,674,501						3,373,965
Property and equipment, net			2,898,527						2,710,496
Operating lease assets			3,027,272						3,084,819
Other long-term assets			241,281						230,061
Total assets			$	13,640,256					$	12,717,867
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable			$	2,372,302					$	2,256,928
Accrued expenses and other			613,089						592,122
Current operating lease liabilities			630,517						598,120
Accrued payroll and benefits			588,772						400,273
Income taxes payable			10,249						54,680
Current portion of long-term debt			—						64,910
Total current liabilities			4,214,929						3,967,033
Long-term debt			2,452,325						2,448,175
Non-current operating lease liabilities			2,539,297						2,621,594
Other long-term liabilities			236,013						268,558
Deferred income taxes			137,642						121,867
Commitments and contingencies
Stockholders’ Equity
Common stock, par value $0.01 per share			3,517						3,565
Authorized 1,000,000,000 shares
Issued and outstanding 351,720,000 and
356,503,000 shares, respectively
Additional paid-in capital			1,717,530						1,579,824
Treasury stock			(535,895)						(478,550)
Retained earnings			2,874,898						2,185,801
Total stockholders’ equity			4,060,050						3,290,640
Total liabilities and stockholders’ equity			$	13,640,256					$	12,717,867
The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Stockholders’ Equity

																		Additional paid-in capital
						Common stock															Treasury stock									Retained earnings
(000)						Shares						Amount																		Total
Balance at February 2, 2019						368,242						$	3,682					$	1,375,965					$	(372,663)											$	2,298,762					$	3,305,746
Net earnings						—						—						—						—												1,660,928						1,660,928
Cumulative effect of adoption of
accounting standard (leases), net						—						—						—						—												(19,614)						(19,614)
Common stock issued under stock plans,
net of shares used for tax withholding						793						8						22,201						(60,665)												—						(38,456)
Stock-based compensation						—						—						95,438						—												—						95,438
Common stock repurchased						(12,260)						(122)						(35,297)						—												(1,239,581)						(1,275,000)
Dividends declared ($1.020 per share)						—						—						—						—												(369,793)						(369,793)
Balance at February 1, 2020						356,775						$	3,568					$	1,458,307					$	(433,328)											$	2,330,702					$	3,359,249
Net earnings						—						—						—						—												85,382						85,382
Common stock issued under stock plans,
net of shares used for tax withholding						899						9						23,525						(45,222)												—						(21,688)
Stock-based compensation						—						—						101,568						—												—						101,568
Common stock repurchased						(1,171)						(12)						(3,576)						—												(128,879)						(132,467)
Dividends declared ($0.285 per share)						—						—						—						—												(101,404)						(101,404)
Balance at January 30, 2021						356,503						$	3,565					$	1,579,824					$	(478,550)											$	2,185,801					$	3,290,640
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)
Dividends declared ($1.140 per share)						—						—						—						—												(405,123)						(405,123)
Balance at January 29, 2022						351,720						$	3,517					$	1,717,530					$	(535,895)											$	2,874,898					$	4,060,050
The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Cash Flows

						Year Ended						Year Ended						Year Ended
($000)						January 29, 2022						January 30, 2021						February 1, 2020
Cash Flows From Operating Activities
Net earnings						$	1,722,589					$	85,382					$	1,660,928
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization						360,664						364,245						350,892
Loss on early extinguishment of debt						—						239,953						—
Stock-based compensation						134,217						101,568						95,438
Deferred income taxes						15,775						(27,812)						32,009
Change in assets and liabilities:
Merchandise inventory						(753,291)						323,357						(81,897)
Other current assets						1,420						(39,406)						(10,315)
Accounts payable						135,311						938,837						114,153
Other current liabilities						198,595						171,444						30,513
Income taxes						(44,579)						39,806						(35,239)
Operating lease assets and liabilities, net						7,647						13,669						15,631
Other long-term, net						(39,499)						34,890						(567)
Net cash provided by operating activities						1,738,849						2,245,933						2,171,546
Cash Flows From Investing Activities
Additions to property and equipment						(557,840)						(405,433)						(555,483)
Proceeds from investments						—						—						517
Net cash used in investing activities						(557,840)						(405,433)						(554,966)
Cash Flows From Financing Activities
Issuance of common stock related to stock plans						25,069						23,534						22,209
Treasury stock purchased						(57,345)						(45,222)						(60,665)
Repurchase of common stock						(649,997)						(132,467)						(1,275,000)
Dividends paid						(405,123)						(101,404)						(369,793)
Net proceeds from issuance of short-term debt						—						805,601						—
Payments of short-term debt						—						(805,601)						—
Net proceeds from issuance of long-term debt						—						2,965,115						—
Payments of long-term debt						(65,000)						(775,009)						—
Payments of debt extinguishment and debt issuance costs						—						(232,688)						—
Net cash (used in) provided by financing activities						(1,152,396)						1,701,859						(1,683,249)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents						28,613						3,542,359						(66,669)
Cash and cash equivalents, and restricted cash and cash equivalents:
Beginning of year						4,953,769						1,411,410						1,478,079
End of year						$	4,982,382					$	4,953,769					$	1,411,410
Supplemental Cash Flow Disclosures
Interest paid						$	84,331					$	72,471					$	12,682
Income taxes paid						$	564,755					$	8,921					$	506,591
The accompanying notes are an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements

Note A: Summary of Significant Accounting Policies

Business. Ross Stores, Inc. and its subsidiaries (the “Company”) is an off-price retailer of first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family. At the end of fiscal 2021, the Company operated 1,628 Ross Dress for Less® (“Ross”) locations in 40 states, the District of Columbia, and Guam, and 295 dd’s DISCOUNTS® stores in 21 states. The Ross and dd’s DISCOUNTS stores are supported by the Company’s headquarters, buying offices, and its network of distribution centers/warehouses.

Segment reporting. The Company has one reportable segment. The Company’s operations include only activities related to off-price retailing in stores throughout the United States.

Basis of presentation and fiscal year. The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Intercompany transactions and accounts have been eliminated. The Company follows the National Retail Federation fiscal calendar and utilizes a 52-53 week fiscal year whereby the fiscal year ends on the Saturday nearest to January 31. The fiscal years ended January 29, 2022, January 30, 2021 and February 1, 2020 are referred to as fiscal 2021, fiscal 2020, and fiscal 2019, respectively, and were 52-week years.

Use of accounting estimates. The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company’s significant accounting estimates include valuation reserves for inventory, packaway and other inventory carrying costs, useful lives of fixed assets, insurance reserves, reserves for uncertain tax positions, employee retention credits under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and legal claims. The uncertainties and impacts from the ongoing COVID-19 pandemic increase the challenge of making these estimates; actual results could differ materially from the Company’s estimates.

Purchase obligations. As of January 29, 2022, the Company had purchase obligations of approximately $5.0 billion. These purchase obligations primarily consist of merchandise inventory purchase orders, commitments related to construction projects, store fixtures and supplies, and information technology services, transportation, and maintenance contracts.

Cash and cash equivalents. Cash equivalents consist of highly liquid, fixed income instruments purchased with an original maturity of three months or less.

Restricted cash, cash equivalents, and investments. Restricted cash, cash equivalents, and investments serve as collateral for certain insurance obligations and has also served as collateral for certain trade payable obligations of the Company. These restricted funds are invested in bank deposits, money market mutual funds, U.S. Government and agency securities, and corporate securities and cannot be withdrawn from the Company’s account without the prior written consent of the secured parties. The classification between current and long-term is based on the timing of expected payments of the obligations.

The following table provides a reconciliation of cash, cash equivalents, restricted cash and cash equivalents in the Consolidated Balance Sheets that reconcile to the amounts shown on the Consolidated Statements of Cash Flows:

($000)						2021						2020						2019
Cash and cash equivalents						$	4,922,365					$	4,819,293					$	1,351,205
Restricted cash and cash equivalents included in:
Prepaid expenses and other						11,403						85,711						10,235
Other long-term assets						48,614						48,765						49,970
Total restricted cash and cash equivalents						60,017						134,476						60,205
Total cash and cash equivalents, and restricted cash and cash equivalents						$	4,982,382					$	4,953,769					$	1,411,410

The Company had no restricted investments as of January 29, 2022, January 30, 2021, and February 1, 2020.

Estimated fair value of financial instruments. The carrying value of cash and cash equivalents, short- and long-term investments, restricted cash and cash equivalents, restricted investments, accounts receivable, other long-term assets, accounts payable, and other long-term liabilities approximates their estimated fair value. See Note B and Note D for additional fair value information.

Cash and cash equivalents were $4,922.4 million and $4,819.3 million, at January 29, 2022 and January 30, 2021, respectively, and include bank deposits and money market funds for which the fair value was determined using quoted prices for identical assets in active markets, which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.

Merchandise inventory. Merchandise inventory is stated at the lower of cost (determined using a weighted-average basis) or net realizable value. The Company purchases inventory that can either be shipped to stores or processed as packaway merchandise with the intent that it will be warehoused and released to stores at a later date. The timing of the release of packaway inventory to the stores is principally driven by the product mix and seasonality of the merchandise, and its relation to the Company’s 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. Merchandise inventory includes acquisition, transportation, processing, and storage costs related to packaway inventory. The cost of the Company’s merchandise inventory is reduced by valuation reserves for shortage based on historical shortage experience from the Company’s physical merchandise inventory counts and cycle counts.

Cost of goods sold. In addition to product costs, the Company includes in cost of goods sold its buying, distribution, and freight expenses as well as occupancy costs, and depreciation and amortization related to the Company’s retail stores, buying, and distribution facilities. Buying expenses include costs to procure merchandise inventories. Distribution expenses include the cost of operating the Company’s distribution centers, warehouses, and cross-dock facilities.

Property and equipment. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful life of the asset, typically ranging from three years to 12 years for equipment, 20 years to 40 years for land improvements and buildings, and three years to seven years for computer software costs incurred in developing or obtaining software for internal use. The cost of leasehold improvements is amortized over the useful life of the asset or the applicable lease term, whichever is less. Depreciation and amortization expense on property and equipment was $360.7 million, $364.2 million, and $350.9 million for fiscal 2021, 2020, and 2019, respectively. The Company capitalizes interest during the construction period of facilities and during the development and implementation phase of software projects. Interest capitalized was $14.5 million, $12.3 million, and $4.4 million in fiscal 2021, 2020, and 2019, respectively. As of January 29, 2022, January 30, 2021, and February 1, 2020 the Company had $47.3 million, $56.2 million, and $40.3 million, respectively, of property and equipment purchased but not yet paid. These purchases are included in Property and Equipment and in Accounts payable and Accrued expenses and other in the accompanying Consolidated Balance Sheets.

Other long-term assets. Other long-term assets as of January 29, 2022 and January 30, 2021 consisted of the following:

($000)						2021						2020
Deferred compensation (Note B)						$	163,891					$	159,116
Restricted cash and cash equivalents						48,614						48,765
Other						28,776						22,180
Total						$	241,281					$	230,061

Impairment of long-lived assets. Property and other long-term assets that are subject to depreciation and amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated undiscounted future cash flows. For stores that are closed, the Company records an impairment charge, if appropriate, or accelerates depreciation over the revised useful life of the asset. Intangible assets that are not subject to amortization, including goodwill, are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. No material impairment charges were recorded during fiscal 2021, 2020, and 2019.

Accounts payable. Accounts payable represents amounts owed to third parties at the end of the period. Accounts payable includes book cash overdrafts (checks issued under zero balance accounts not yet presented for payment) in excess of cash balances in such accounts of approximately $99.1 million and $63.5 million at January 29, 2022 and January 30, 2021, respectively. The Company includes the change in book cash overdrafts in operating cash flows.

Insurance obligations. The Company uses a combination of insurance and self-insurance for a number of risk management activities, including workers’ compensation, general liability, and employee-related health care benefits. The self-insurance and deductible liability is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. Self-insurance and deductible reserves as of January 29, 2022 and January 30, 2021 consisted of the following:

($000)						2021						2020
Workers’ compensation						$	83,771					$	83,900
General liability						45,589						42,575
Medical plans						7,660						7,727
Total						$	137,020					$	134,202

Workers’ compensation and self-insured medical plan liabilities are included in Accrued payroll and benefits, and accruals for general liability are included in Accrued expenses and other in the accompanying Consolidated Balance Sheets.

Other long-term liabilities. Other long-term liabilities as of January 29, 2022 and January 30, 2021 consisted of the following:

($000)						2021						2020
Income taxes (Note F)						$	65,359					$	65,507
Deferred compensation (Note G)						163,891						159,116
Deferred social security taxes						—						36,701
Other						6,763						7,234
Total						$	236,013					$	268,558

Lease accounting. As the Company’s leases generally do not provide an implicit discount rate, the Company uses the estimated collateralized incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments for use in the calculation of the operating lease liabilities and right-of-use assets. This rate is determined using a portfolio approach based on the risk-adjusted rate of interest and requires estimates and assumptions including credit rating, credit spread, and adjustments for the impact of collateral. The Company believes that this is the rate it would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar lease term. Operating lease liabilities and corresponding right-of-use assets include options to extend lease terms that are reasonably certain of being exercised. The Company does not record a lease liability and corresponding right-of-use asset for leases with terms of 12 months or less, and accounts for lease and non-lease components as a single lease component. The Company’s lease portfolio is comprised of operating leases with the lease cost recorded on a straight-line basis over the lease term.

In response to the COVID-19 pandemic, the Financial Accounting Standards Board (“FASB”) provided relief under Accounting Standards Update (“ASU”) 2016-02, Leases (Accounting Standards Codification “ASC” 842). Under this relief, companies can make a policy election on how to treat lease concessions resulting directly from the COVID-19

pandemic, provided that the modified contracts result in total cash flows that are substantially the same or less than the cash flows in the original contract.

The Company made the policy election to account for lease concessions that result from the COVID-19 pandemic as if they were made under enforceable rights in the original contract. Additionally, the Company made the policy election to account for these concessions outside of the lease modification framework described under ASC 842. The Company recorded accruals for deferred rental payments and recognized rent abatements or concessions as variable lease costs in the periods incurred. Accruals for rent payment deferrals are included in Accrued expenses and other in the accompanying Consolidated Balance Sheets.

Revenue recognition. The Company recognizes revenue at the point of sale, net of sales taxes collected and an allowance for estimated future returns as required by ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606). The Company recognizes allowances for estimated sales returns on a gross basis as a reduction to sales. The asset recorded for the expected recovery of merchandise inventory was $10.5 million, $10.7 million, and $10.7 million and the liability recorded for the refund due to the customer was $20.3 million, $21.2 million, and $20.9 million as of January 29, 2022, January 30, 2021, and February 1, 2020, respectively. Sales taxes collected that are outstanding and the allowance for estimated future returns are included in Accrued expenses and other and the asset for expected recovery of merchandise is included in Prepaid expenses and other in the Consolidated Balance Sheets.

Sales of stored value cards are deferred until they are redeemed for the purchase of Company merchandise. The Company’s stored value cards do not have expiration dates. Based upon historical redemption rates, a small percentage of stored value cards will never be redeemed, which represents breakage. As a result of adopting ASC 606, breakage is estimated and recognized as revenue based upon the historical pattern of customer redemptions. Breakage was not material to the consolidated financial statements in fiscal 2021, 2020, and 2019.

The following sales mix table disaggregates revenue by merchandise category for fiscal 2021, 2020, and 2019:

						2021			1			2020						2019
Home Accents and Bed and Bath						26		%				28		%				25		%
Ladies						25		%				23		%				26		%
Men’s						14		%				14		%				14		%
Accessories, Lingerie, Fine Jewelry, and Cosmetics						14		%				14		%				13		%
Shoes						12		%				12		%				13		%
Children’s						9		%				9		%				9		%
Total						100		%				100		%				100		%

Store pre-opening. Store pre-opening costs are expensed in the period incurred.

Advertising. Advertising costs are expensed in the period incurred and are included in Selling, general and administrative expenses. Advertising costs for fiscal 2021, 2020, and 2019 were $65.1 million, $42.5 million, and $74.0 million, respectively.

Stock-based compensation. The Company recognizes compensation expense based upon the grant date fair value of all stock-based awards, typically over the vesting period. See Note C for more information on the Company’s stock-based compensation plans.

Taxes on earnings. The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than changes in the tax law or tax rates. ASC 740 clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s consolidated financial statements. ASC 740 prescribes a recognition threshold of more-likely-than-not, and a measurement standard for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the consolidated financial statements. See Note F.

Treasury stock. The Company records treasury stock at cost. Treasury stock includes shares purchased from employees for tax withholding purposes related to vesting of restricted stock grants.

Earnings per share (“EPS”). The Company computes and reports both basic EPS and diluted EPS. Basic EPS is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the sum of the weighted-average number of common shares and dilutive common stock equivalents outstanding during the period. Diluted EPS reflects the total potential dilution that could occur from outstanding equity plan awards and unvested shares of both performance and non-performance based awards of restricted stock and restricted stock units. For periods of net loss, basic and diluted EPS are the same as the effect of the assumed vesting of restricted stock, restricted stock units, and performance share awards are anti-dilutive.

In fiscal 2021, 2020, and 2019 there were 3,500, 79,500, and 27,400 weighted-average shares, respectively, that were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for those years.

The following is a reconciliation of the number of shares (denominator) used in the basic and diluted EPS computations:

Shares in (000s)						Basic EPS						Effect of dilutive common stock equivalents						Diluted EPS
2021
Shares						351,496						2,238						353,734
Amount						$	4.90					$	(0.03)					$	4.87
2020
Shares						352,392						2,227						354,619
Amount						$	0.24					$	—					$	0.24
2019
Shares						358,462						2,720						361,182
Amount						$	4.63					$	(0.03)					$	4.60

Comprehensive income. Comprehensive income includes net earnings and components of other comprehensive income (loss), net of tax, consisting of unrealized investment gains or losses.

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.

Recently adopted accounting standards. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC 740). ASU 2019-12 eliminates certain exceptions in ASC 740 related to the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The Company adopted ASU 2019-12 on a prospective basis in the first quarter of fiscal 2020. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. The adoption of this standard did not have a material impact on the Company’s fiscal 2020 results.

In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), which along with subsequent amendments, supersedes the lease accounting requirements in ASC 840, Leases. The updated guidance requires balance sheet recognition for all leases with lease terms greater than one year including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

The Company adopted ASC 842 as of February 3, 2019 (the “effective date”), using the optional transition method on a modified retrospective basis. The Company did not elect the transitional package of practical expedients or the use of hindsight upon adoption of the ASC. The Company elected to not record a lease liability and corresponding right-of-use asset for leases with terms of 12 months or less, and to account for lease and non-lease components as a single lease component. Upon adoption, the Company recorded lease liabilities based on the present value of the remaining minimum rental payments, using incremental borrowing rates as of the effective date, of $2.9 billion, and the corresponding right-of-use assets of $2.9 billion. The Company also recorded a cumulative-effect adjustment to decrease beginning retained earnings of $19.6 million, primarily related to the write-off of previously capitalized initial direct costs that are no longer capitalized under ASC 842, partially offset by the write-off of the deferred gain on a previous sale-leaseback transaction that meets the sale definition under ASC 842. Reporting periods beginning on or after February 3, 2019 are presented under ASC 842, while prior period amounts and disclosures were not adjusted and continue to be reported under ASC 840. Adoption of ASC 842 did not have a significant impact to the Company’s consolidated statements of earnings or to the consolidated statements of cash flows.

Note B: Fair Value Measurements

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The inputs used to measure fair value include: Level 1, observable inputs such as quoted prices in active markets; Level 2, inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, unobservable inputs in which little or no market data exists. This fair value hierarchy requires the Company to develop its own assumptions and maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Corporate, U.S. government and agency, and mortgage-backed securities are classified within Level 1 or Level 2 because these securities are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

The fair value of the Company’s financial instruments as of January 29, 2022 and January 30, 2021 are as follows:

($000)												2021						2020
Cash and cash equivalents (Level 1)												$	4,922,365					$	4,819,293
Restricted cash and cash equivalents (Level 1)												$	60,017					$	134,476

The underlying assets in the Company’s non-qualified deferred compensation program as of January 29, 2022 and January 30, 2021 (included in Other long-term assets and in Other long-term liabilities) primarily consist of participant-directed money market, stock, and bond funds. The fair value measurement for funds with quoted market prices in active markets (Level 1) are as follows:

($000)			2021						2020
Level 1			$	163,891					$	159,116

Note C: Management Incentive Plan and Stock-Based Compensation

The Company has incentive compensation programs which provide cash incentive bonuses and performance share awards to key management and employees based on Company and individual performance.

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. As of January 29, 2022, the Company has established an accrual for this incentive compensation based on its attainment of the profitability-based performance goals and the Compensation Committee’s assessment of achievement of the specific business priorities.

For the fiscal 2020 management incentive bonus plan and performance share awards, the Compensation Committee approved modifications in August 2020 to the performance measurement goals, to be based on the attainment of specific management priorities related to business challenges from the COVID-19 pandemic, as measured and approved by the Compensation Committee, as an alternative to the previously established profitability-based performance goals for 2020.

For fiscal 2021, 2020, and 2019, the Company recognized stock-based compensation expense as follows:

($000)			2021						2020						2019
Restricted stock			$	72,210					$	66,908					$	54,975
Performance awards			57,582						30,506						36,542
ESPP			4,425						4,154						3,921
Total			$	134,217					$	101,568					$	95,438

Capitalized stock-based compensation cost was not significant in any year.

At January 29, 2022, the Company had one active stock-based compensation plan, which is further described in Note H. The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

Total stock-based compensation recognized in the Company’s Consolidated Statements of Earnings for fiscal 2021, 2020, and 2019 is as follows:

Statements of Earnings Classification ($000)			2021						2020						2019
Cost of goods sold			$	66,500					$	52,267					$	54,265
Selling, general and administrative			67,717						49,301						41,173
Total			$	134,217					$	101,568					$	95,438

The tax benefits related to stock-based compensation expense for fiscal 2021, 2020, and 2019 were $25.6 million, $20.6 million, and $18.5 million, respectively.

Note D: Debt

Long-term debt. Unsecured senior debt, net of unamortized discounts and debt issuance costs, as of January 29, 2022 and January 30, 2021 consisted of the following:

($000)						2021						2020
6.530% Series B Senior Notes due 2021						$	—					$	64,910
3.375% Senior Notes due 2024						248,808						248,365
4.600% Senior Notes due 2025						695,888						694,624
0.875% Senior Notes due 2026						494,814						493,595
4.700% Senior Notes due 2027						239,470						239,049
4.800% Senior Notes due 2030						132,431						132,262
1.875% Senior Notes due 2031						494,691						494,132
5.450% Senior Notes due 2050						146,223						146,148
Total long-term debt						$	2,452,325					$	2,513,085
Less: current portion						—						64,910
Total due beyond one year						$	2,452,325					$	2,448,175

In April 2020, the Company issued an aggregate of $2.0 billion in unsecured senior notes in four tenors as follows: 4.600% Senior Notes due April 2025 (the “2025 Notes”) with an aggregate principal amount of $700 million, 4.700% Senior Notes due April 2027 (the “2027 Notes”) with an aggregate principal amount of $400 million, 4.800% Senior Notes due April 2030 (the “2030 Notes”) with an aggregate principal amount of $400 million, and 5.450% Senior Notes due April 2050 (the “2050 Notes”) with an aggregate principal amount of $500 million. Cash proceeds, net of discounts and other issuance costs, were approximately $1.973 billion. Interest on the 2025, 2027, 2030, and 2050 Notes is payable semi-annually beginning October 2020.

In October 2020, the Company accepted for purchase approximately $775 million in aggregate principal amount of senior notes pursuant to cash tender offers as follows: $351 million of the 2050 Notes, $266 million of the 2030 Notes, and $158 million of the 2027 Notes. The Company paid approximately $1.003 billion in aggregate consideration (including transaction costs, and accrued and unpaid interest) and recorded an approximately $240 million loss on the early extinguishment for the accepted notes.

In October 2020, the Company issued an aggregate of $1.0 billion in unsecured senior notes in two tenors as follows: 0.875% Senior Notes due April 2026 (the “2026 Notes”) with an aggregate principal amount of $500 million and 1.875% Senior Notes due April 2031 (the “2031 Notes”) with an aggregate principal amount of $500 million. Cash proceeds, net of discounts and other issuance costs, were approximately $987.2 million. Interest on the 2026 and 2031 Notes is payable semi-annually beginning April 2021. The Company used the net proceeds from the offering of the 2026 and 2031 Notes to fund the purchase of the accepted notes from its tender offers.

In December 2021, the Company repaid at maturity the $65 million principal amount of the Series B 6.530% unsecured Senior Notes.

As of January 29, 2022, the Company also had outstanding unsecured 3.375% Senior Notes due September 2024 (the “2024 Notes”) with an aggregate principal amount of $250 million. Interest on the 2024 Notes is payable semi-annually.

As of January 29, 2022 and January 30, 2021, total unamortized discount and debt issuance costs were $22.7 million and $26.9 million, respectively, and were classified as a reduction of long-term debt.

All of the Senior Notes are subject to prepayment penalties for early payment of principal.

As of January 29, 2022, the aggregate fair value of the seven outstanding series of Senior Notes was approximately $2.6 billion. As of January 30, 2021, the aggregate fair value of the eight then outstanding series of Senior Notes

was approximately $2.8 billion. The fair value is estimated by obtaining comparable market quotes which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.

The following table shows scheduled annual principal payments on long-term debt:

($000)
2022									$	—
2023									$	—
2024									$	250,000
2025									$	700,000
2026									$	500,000
Thereafter									$	1,024,991

The table below shows the components of interest expense and income for fiscal 2021, 2020, and 2019:

($000)						2021						2020						2019
Interest expense on long-term debt						$	88,286					$	88,544					$	13,139
Interest expense on short-term debt						—						7,863						—
Other interest expense						1,351						3,908						968
Capitalized interest						(14,476)						(12,251)						(4,367)
Interest income						(833)						(4,651)						(27,846)
Interest expense (income), net						$	74,328					$	83,413					$	(18,106)

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. The facility also contained an option allowing the Company to increase the size of its credit facility by up to an additional $300 million, with the agreement of the lenders. Interest on borrowings under this facility was based on LIBOR (or an alternate benchmark rate, if LIBOR was no longer available) plus an applicable margin and was payable quarterly and upon maturity. The revolving credit facility could have been extended, at the Company’s option, for up to two additional one year periods, subject to customary conditions.

In March 2020, the Company borrowed $800 million available under its revolving credit facility. Interest on the loan was based on LIBOR plus 0.875% (or 1.76%).

In May 2020, the Company amended its $800 million unsecured revolving credit facility to temporarily suspend, for the second and third quarters of fiscal 2020, the Consolidated Adjusted Debt to EBITDAR ratio financial covenant, and to apply a transitional modification to that ratio, effective in the fourth quarter of fiscal 2020. As of January 29, 2022, the Company was in compliance with this amended covenant.

In October 2020, the Company repaid in full the $800 million it borrowed under the unsecured revolving credit facility. The Company had no borrowings or standby letters of credit outstanding under this facility as of January 29, 2022, and the $800 million credit facility remained in place and available.

In May 2020, the Company also entered into an additional $500 million 364-day senior revolving credit facility which was scheduled to expire in April 2021. In October 2020, the Company terminated this senior revolving credit facility. The Company had no borrowings under that credit facility at any time.

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 replaces the Company’s previous $800 million unsecured revolving credit facility, which was entered into in July 2019 (the “Prior 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. The new facility contains a $300 million sublimit for issuance of standby letters of credit. 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.

Standby letters of credit and collateral trust. The Company uses standby letters of credit outside of its revolving credit facility in addition to a funded trust to collateralize some of its insurance obligations. The Company has also used standby letters of credit outside of its revolving credit facility to collateralize some of its trade payable obligations. As of January 29, 2022 and January 30, 2021, the Company had $3.3 million and $15.3 million, respectively, in standby letters of credit and $56.7 million and $56.1 million, respectively, in a collateral trust. The standby letters of credit are collateralized by restricted cash and the collateral trust consists of restricted cash, cash equivalents, and investments.

Trade letters of credit. The Company had $19.3 million and $16.3 million in trade letters of credit outstanding at January 29, 2022 and January 30, 2021, respectively.

Note E: Leases

The Company currently leases all but two of its store locations with original, non-cancelable terms that in general range from three years to ten years. Store leases typically contain provisions for three to four renewal options of five years each. The exercise of lease renewal options is at the sole discretion of the Company. Most store leases also provide for minimum annual rentals and for payment of variable lease costs. In addition, some store leases also have provisions for additional rent based on a percentage of sales (“percentage rent”) and others include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual guarantees or material restrictive covenants. The Company does not have any financing leases.

The Company leases 15 distribution/warehouse facilities with expiration dates ranging from 2023 to 2029, and all contain renewal provisions. The Company also leases office space for its Los Angeles and Boston buying offices. The lease term for these facilities expire in 2022 and 2024, respectively. The Los Angeles buying office facility contains renewal provisions. In addition, the Company has a ground lease related to its New York buying office.

The following table presents net operating lease cost included in the Consolidated Statement of Earnings for fiscal 2021, 2020, and 2019:

($000)			2021			2020			2019
Operating lease cost1			$	687,187		$	669,339		$	639,545
Variable lease costs2			194,112			172,036			174,438
Net lease cost3			$	881,299		$	841,375		$	813,983
1 Net of sublease income which was immaterial.
2 Includes property and rent taxes, insurance, common area maintenance, percentage rent, and rent abatements negotiated due to the COVID-19 pandemic.
3 Excludes short-term lease costs which were immaterial.

The maturity of operating lease liabilities, including the ground lease related to the New York buying office as of January 29, 2022, are as follows:

($000)			Operating Leases****1
2022			$	658,639
2023			671,450
2024			560,052
2025			455,883
2026			340,980
Thereafter			1,462,855
Total lease payments			$	4,149,859
Less: interest			980,045
Present value of lease liabilities			$	3,169,814
Less: current operating lease liabilities			630,517
Non-current operating lease liabilities			$	2,539,297
1 Operating leases exclude $253.2 million of minimum lease payments for leases signed that have not yet commenced.

The weighted-average remaining lease term and the weighted-average discount rate for operating leases as of January 29, 2022 and January 30, 2021 are as follows:

						2021						2020
Weighted-average remaining lease term (years):
Including the long-term ground lease related to the New York buying office						10.2						10.4
Excluding the long-term ground lease related to the New York buying office						5.6						5.9
Weighted-average discount rate:
Including the long-term ground lease related to the New York buying office						3.2		%				3.4		%
Excluding the long-term ground lease related to the New York buying office						2.8		%				3.0		%

The following table presents cash paid for amounts included in the measurement of operating lease liabilities and operating lease assets obtained in exchange for new operating lease liabilities (includes new leases and remeasurements or modifications of existing leases) for fiscal 2021, 2020, and 2019:

($000)			2021			2020			2019
Cash paid for amounts included in the measurement of operating lease liabilities			$	745,110		$	554,620		$	608,565
Operating lease assets obtained in exchange for new operating lease liabilities1			$	545,401		$	610,552		$	739,326
1 Includes new leases and remeasurements or modifications of existing leases.

Note F: Taxes on Earnings

The provision for income taxes consisted of the following:

($000)						2021						2020						2019
Current
Federal						$	442,152					$	44,164					$	414,823
State						78,024						4,563						56,528
						520,176						48,727						471,351
Deferred
Federal						21,103						(27,487)						28,244
State						(5,328)						(325)						3,765
						15,775						(27,812)						32,009
Total						$	535,951					$	20,915					$	503,360

The provision for taxes for financial reporting purposes is different from the tax provision computed by applying the statutory federal income tax rate. The differences are reconciled below:

						2021						2020						2019
Federal income taxes at the statutory rate						21.0		%				21.0		%				21.0		%
State income taxes (net of federal benefit)						3.2		%				4.1		%				3.2		%
Hiring tax credits						(0.5)		%				(5.4)		%				(0.4)		%
Tax audit settlements						—		%				—		%				(0.5)		%
Total						23.7		%				19.7		%				23.3		%
Certain items in the prior years have been reclassified to conform to current year’s presentation.

In fiscal 2019, the Company resolved uncertain tax positions with a state tax authority. As a result, the Company recognized a tax benefit of approximately $10.0 million in the Consolidated Statement of Earnings.

The components of deferred taxes at January 29, 2022 and January 30, 2021 are as follows:

($000)						2021						2020
Deferred Tax Assets
Accrued liabilities						$	34,211					$	30,415
Deferred compensation						38,685						34,545
Stock-based compensation						45,840						39,302
State taxes and credits						18,501						10,926
Employee benefits						28,430						37,779
Operating lease liabilities						801,186						829,946
Other						9,632						6,239
Gross Deferred Tax Assets						976,485						989,152
Less: Valuation allowance						(1,931)						(4,089)
Deferred Tax Assets						974,554						985,063
Deferred Tax Liabilities
Depreciation						(293,065)						(285,161)
Merchandise inventory						(27,699)						(25,434)
Supplies						(12,280)						(11,589)
Operating lease assets						(764,557)						(775,183)
Other						(14,595)						(9,563)
Deferred Tax Liabilities						(1,112,196)						(1,106,930)
Net Deferred Tax Liabilities						$	(137,642)					$	(121,867)

At the end of fiscal 2021 and 2020, the Company’s state tax credit carryforwards for income tax purposes were approximately $12.0 million and $13.7 million, respectively. The state tax credit carryforwards will begin to expire in fiscal 2022. The Company has provided a valuation allowance of $1.9 million as of the end of fiscal 2021 for deferred tax assets related to state tax credits that are not expected to be realized.

The changes in amounts of unrecognized tax benefits (gross of federal tax benefits and excluding interest and penalties) at fiscal 2021, 2020, and 2019 are as follows:

($000)						2021						2020						2019
Unrecognized tax benefits - beginning of year						$	60,240					$	59,887					$	65,787
Gross increases:
Tax positions in current period						10,381						12,310						13,864
Tax positions in prior period						1,494						2,860						2,672
Gross decreases:
Tax positions in prior periods						(1,795)						(2,624)						(9,559)
Lapse of statutes of limitations						(9,757)						(9,861)						(8,653)
Settlements						(16)						(2,332)						(4,224)
Unrecognized tax benefits - end of year						$	60,547					$	60,240					$	59,887

At the end of fiscal 2021, 2020, and 2019, the reserves for unrecognized tax benefits were $68.1 million, $67.9 million, and $67.1 million inclusive of $7.6 million, $7.7 million, and $7.2 million of related reserves for interest and penalties, respectively. In fiscal 2019, the Company resolved uncertain tax positions with a state tax authority. As a result, the Company recognized a decrease in reserves for tax positions in prior periods of $16.2 million, inclusive of $6.6 million of related reserves for interest and penalties. The Company accounts for interest and penalties related to unrecognized tax benefits as a part of its provision for taxes on earnings. If recognized, $54.6 million would impact the Company’s effective tax rate. The difference between the total amount of unrecognized tax benefits and

the amounts that would impact the effective tax rate relates to amounts attributable to deferred tax assets and liabilities. These amounts are net of federal and state income taxes.

It is reasonably possible that certain federal and state tax matters may be concluded or statutes of limitations may lapse during the next twelve months. Accordingly, the total amount of unrecognized tax benefits may decrease by up to $10.1 million.

The Company is open to audit by the Internal Revenue Service under the statute of limitations for fiscal years 2018 through 2021. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years 2017 through 2021. Certain state tax returns are currently under audit by various tax authorities. The Company does not expect the results of these audits to have a material impact on the consolidated financial statements.

Note G: Employee Benefit Plans

The Company has a defined contribution plan that is available to certain employees. Under the plan, employee and Company contributions and accumulated plan earnings qualify for favorable tax treatment under Section 401(k) of the Internal Revenue Code. This plan permits employees to make contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches up to 4% of the employee’s salary up to the plan limits. Company matching contributions to the 401(k) plan were $23.6 million, $20.8 million, and $19.2 million in fiscal 2021, 2020, and 2019, respectively.

The Company also makes available to management a Non-qualified Deferred Compensation Plan which allows management to make payroll contributions on a pre-tax basis in addition to the 401(k) plan. Other long-term assets include $163.9 million and $159.1 million at January 29, 2022 and January 30, 2021, respectively, of long-term plan investments, at market value, set aside or designated for the Non-qualified Deferred Compensation Plan (See Note B). Plan investments are designated by the participants, and investment returns are not guaranteed by the Company. The Company has a corresponding liability to participants of $163.9 million and $159.1 million at January 29, 2022 and January 30, 2021, respectively, included in Other long-term liabilities in the Consolidated Balance Sheets.

In addition, the Company has certain individuals who receive or will receive post-employment medical benefits. The estimated liability for these benefits of $15.5 million and $8.9 million is included in Accrued expenses and other in the accompanying Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021, respectively.

Note H: Stockholders’ Equity

Common stock. In March 2019, the Company’s Board of Directors approved a two-year $2.55 billion stock repurchase program through fiscal 2020. Due to the economic uncertainty stemming from the severe impact of the COVID-19 pandemic, the Company suspended its stock repurchase program as of March 2020, at which time the Company had repurchased $1.407 billion under the $2.55 billion stock repurchase program.

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

In March 2022, the Company's Board of Directors approved a new two-year program to repurchase up to $1.9 billion of the Company's common stock through fiscal 2023. This new program replaces the previous $1.5 billion stock repurchase program, effective at the end of fiscal 2021 (at which time the Company had repurchased $650 million under the $1.5 billion program).

The following table summarizes the Company’s stock repurchase activity in fiscal 2021, 2020, and 2019:

Fiscal Year						Shares repurchased (in millions)						Average repurchase price						Repurchased (in millions)
2021						5.7						$114.29						$650
2020						1.2						$113.10						$132
2019						12.3						$103.99						$1,275

Preferred stock. The Company has 4.0 million shares of preferred stock authorized, with a par value of $.01 per share. No preferred stock is issued or outstanding.

Dividends. On March 1, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.310 per common share, payable on March 31, 2022. The Company's Board of Directors declared cash dividends of $0.285 per common share in March, May, August, and November 2021. The Company’s Board of Directors declared a cash dividend of $0.285 per common share in March 2020. In May 2020, the Company temporarily suspended its quarterly dividends, due to the economic uncertainty stemming from the COVID-19 pandemic. The Company’s Board of Directors declared cash dividends of $0.255 per common share in March, May, August, and November 2019.

2017 Equity Incentive Plan. On May 17, 2017, the Company’s stockholders approved the Ross Stores, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) which replaced the Company’s 2008 Equity Incentive Plan (“Predecessor Plan”). The 2017 Plan, which was authorized to issue a maximum of 12.0 million shares, was immediately effective upon approval and no further awards were granted under the Predecessor Plan, which was terminated.

The 2017 Plan has an initial share reserve of 12.0 million shares of the Company’s common stock which can be increased by a maximum of 5.5 million shares from certain expired, withheld, or forfeited shares from the 2017 Plan or the Predecessor Plan. The 2017 Plan provides for various types of incentive awards, which may potentially include the grant of stock options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units, and deferred compensation awards. As of January 29, 2022, there were 9.3 million shares available for grant under the 2017 Plan.

A summary of restricted stock and performance share award activity for fiscal 2021 is presented below:

						Number of shares (000)						Weighted-average grant date fair value
Unvested at January 30, 2021						4,230						$	85.15
Awarded						1,521						120.03
Released						(1,229)						75.76
Forfeited						(144)						96.14
Unvested at January 29, 2022						4,378						$	99.58

The market value of shares of restricted stock and performance shares at the date of grant is amortized to expense over the vesting period of generally three years to five years. The unamortized compensation expense at January 29, 2022 and January 30, 2021 was $181.8 million and $161.3 million, respectively, which is expected to be recognized over a weighted-average remaining period of 1.8 years and 1.9 years, respectively. Intrinsic value for restricted stock, defined as the closing market value on the last business day of fiscal year 2021 (or $95.77), was $419.3 million. A total of 9.3 million, 10.2 million, and 10.7 million shares were available for new restricted stock awards at the end of fiscal 2021, 2020, and 2019, respectively. During fiscal 2021, 2020, and 2019, shares purchased by the Company for tax withholding totaled 0.5 million, 0.5 million, and 0.6 million shares, respectively, and are considered treasury shares which are available for reissuance. As of January 29, 2022 and January 30, 2021, the Company held 14.8 million and 14.3 million shares of treasury stock, respectively.

Performance share awards. The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock on a specified settlement date based on the Company’s attainment of a performance goal during the performance period, which is the Company’s

fiscal year. If attained, the restricted stock then vests over a service period, generally two years to three years from the date the performance award was granted. The Company issued approximately 626,000, 380,000, and 414,000 shares in settlement of the fiscal 2021, 2020, and 2019 awards.

Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value to purchase the Company’s common stock. The purchase price of the stock is 85% of the closing market price on the date of purchase. Purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

During fiscal 2021, 2020, and 2019, employees purchased approximately 0.3 million, 0.3 million, and 0.3 million shares, respectively, of the Company’s common stock under the plan at weighted-average per share prices of $99.07, $81.45, and $88.45, respectively. Through January 29, 2022, approximately 40.7 million shares had been issued under this plan and 4.2 million shares remained available for future issuance.

Note I: Related Party Transactions

The Company has a consulting agreement with Norman Ferber, its former Chairman Emeritus of the Board of Directors, under which the Company paid him $1.8 million, $2.1 million, and $2.1 million in fiscal 2021, 2020, and 2019, respectively. In addition, the agreement provides for administrative support and health and other benefits for him and his dependents, which totaled approximately $0.4 million, $0.4 million, and $0.4 million in fiscal 2021, 2020, and 2019, respectively, along with amounts to cover premiums through May 2022 on a life insurance policy with a death benefit of $2.0 million. Mr. Ferber’s current consulting agreement paid him an annual consulting fee of $2.3 million from May 31, 2020 through May 31, 2021 and pays him $1.6 million from June 1, 2021 through May 31, 2022. On termination of Mr. Ferber’s consultancy with the Company, the Company will pay Mr. Ferber $75,000 per year for a period of 10 years.

Robert Ferber, the son of Norman Ferber, is a Vice President, Divisional Merchandise Manager with the Company. The Company paid Robert Ferber compensation including salary and bonus of approximately $254,000, $248,000, and $209,000 in fiscal 2021, 2020, and 2019, respectively.

Note J: Litigation, Claims, and Assessments

Like many retailers, the Company has been named in class/representative action lawsuits, primarily in California, alleging violations of wage and hour laws and consumer protection laws. Class/representative action litigation remains pending as of January 29, 2022.

The Company is also party to various other legal and regulatory proceedings arising in the normal course of business. Actions filed against the Company may include commercial, product and product safety, consumer, intellectual property, environmental, and labor and employment-related claims, including lawsuits in which private plaintiffs or governmental agencies allege that the Company violated federal, state, and/or local laws. Actions against the Company are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties.

In the opinion of management, the resolution of pending class/representative action litigation and other currently pending legal and regulatory proceedings will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Ross Stores, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ross Stores, Inc. and subsidiaries (the “Company”) as of January 29, 2022 and January 30, 2021, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020 and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of January 29, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 29, 2022 and January 30, 2021, and the results of its operations and its cash flows for each of the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

*/s/*DELOITTE & TOUCHE LLP

San Francisco, California

March 29, 2022

We have served as the Company’s auditor since 1982.