Ross Stores (ROST) 10-K risk factor changes: FY2022 vs FY2021

Our [added: fiscal 2022] Annual Report on Form 10-K [removed: for fiscal 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, [removed: including the rapidly developing challenges (and] our [removed: plans and responses) from the COVID-19 pandemic and related economic disruptions, our] [added: projected] future financial performance, operations, competitive position, and our [removed: projected] [added: planned] 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 [removed: continues] [added: may continue] to adversely affect our [removed: sales and our] [added: business,] operations, and [removed: we expect it to continue to have adverse effects on our business and our] financial [removed: performance.][added: performance and condition.]

The United States and other countries continue to experience a [removed: prolonged, major] global [removed: COVID-19 pandemic, including additional outbreaks driven by new virus variants,] [added: pandemic] with related, [removed: significant] [added: potentially significant,] disruptions and [added: cost] impacts to retail operations and supply chains, and to general economic activities.

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

As the COVID-19 pandemic continues, our [removed: customers] [added: business] and [removed: associates] [added: operations] may be affected by future recommendations and/or mandates from federal, state, and local [removed: authorities to stay home, to avoid non-essential social contact and gatherings of people, and to self-quarantine.][added: authorities.]

Additional outbreaks and spreading of the disease have been occurring across the United [removed: States,] [added: States] and levels of spread have gone up and down in different regions.

[removed: drastic and] [added: Government authorities in affected regions have in the past taken actions, sometimes drastic,] including mandatory capacity restrictions, reduced operating hours, and closure of retail operations, in an effort to slow down the spread of the disease.

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

We have a concentration of store locations in the states of California, Texas, and Florida; together those states include almost [removed: fifty percent] [added: 50%] of our stores.

More than half of our distribution [removed: centers] [added: center] and [removed: warehouses are] [added: warehouse capacity is] located in California.

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

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

Further, the COVID-19 pandemic [removed: has impacted] [added: continues to impact] multiple countries, 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 affected regions.

The [removed: prolonged,] widespread pandemic [removed: has] [added: continues to] adversely [removed: impacted] [added: impact] global [removed: economies, which] [added: economies and] has resulted in [removed: an] [added: significant] economic [removed: downturn.][added: volatility.]

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

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

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

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

Consumer spending [removed: habits] [added: levels and shopping behaviors] for the merchandise we sell are affected by many [added: external] factors.

[removed: Currently, the repercussions from] [added: The effects of] the [removed: ongoing] COVID-19 pandemic [added: continue to] present significant risks and uncertainty.

[removed: Currently, there is also a rapidly developing] [added: The ongoing] Russia-Ukraine [removed: conflict, which has already escalated into a significant military confrontation, and] [added: conflict] 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 [added: continue to] cause various adverse [removed: macro-economic] [added: macroeconomic] effects, including [added: inflation,] increases in fuel and energy [removed: prices] [added: costs, rising food prices,] and depressed financial markets.

[removed: Other factors include levels of unemployment,] [added: Factors such as higher fuel and energy costs, rising food prices, rising interest rates, increases in housing costs,] the size and timing of [removed: federal] [added: government] stimulus programs, [removed: salaries and] wage rates, [removed: prevailing economic conditions, increasing inflation, rising interest rates, recession and fears of recession, housing costs, energy and fuel costs,] [added: unemployment levels,] income tax rates and the timing of tax refunds, [removed: consumer perceptions of personal well-being and security,] availability of consumer credit, consumer debt levels, and the resulting effects on consumers’ disposable income and consumer confidence in future economic [removed: conditions.][added: conditions all have an impact on consumer spending habits for our merchandise.]

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

The retail industry is highly competitive and the marketplace is highly fragmented, as many different retailers compete for market share by utilizing a variety of store and [removed: on-line] [added: online] formats and merchandising strategies.

There are [removed: no significant] [added: limited] economic barriers for others to enter [removed: our] [added: the off-price] retail sector.

The substantial sales growth in e-commerce within the last decade has also encouraged the entry of many new competitors, new business models, and an increase in competition from established companies looking for ways to create successful [removed: on-line] [added: online] shopping alternatives.

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

Inflation may [added: continue to] 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.

The COVID-19 pandemic and accompanying economic impacts may [added: continue to] 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.

Our ability to meet or exceed our operating performance targets depends upon the continuous, sufficient availability of high quality merchandise that we can acquire at prices [removed: sufficiently below those paid by conventional retailers and that represent a value to our customers.]

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 [removed: current] COVID-19 pandemic (or [removed: other,] [added: other] future pandemics), that reduce the supply or increase the [added: relative cost of imported goods, could also result in disruptions to our existing supply relationships.]

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

Our information systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, 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 [removed: employees] [added: associates] or by third parties.

[removed: If our information systems or our back-up systems are damaged or cease to] function properly, we may have to make significant investments to fix or replace them, and we may suffer interruptions in our operations in the interim.

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

For the purpose of identifying [removed: locations] [added: locations,] we [removed: rely, in part,] [added: rely] on consumer demographics.

New stores may not achieve the same sales or profit levels as our existing [removed: stores,] [added: stores] and adding stores to existing markets may adversely affect the sales and profitability of other existing stores.

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

Because of our opportunistic buying [removed: strategy,] [added: strategies,] we sometimes obtain merchandise in new categories or from new vendors [removed: that] we have not [added: previously] dealt [removed: with before.][added: with.]

MACROECONOMIC AND RETAIL INDUSTRY BUSINESS RISKS

Currently, elevated inflation is affecting consumer demand for our products and increasing our costs.

We carry fire, flood, wind, and earthquake insurance to help mitigate the risk of financial loss that may result from such events.

STRATEGIC RISKS

sufficiently below those paid by conventional retailers and that represent a value to our customers.

Our ability to effectively advertise and market our business could impact customer traffic and demand for our merchandise.

OPERATIONAL RISKS

If our information systems or our back-up systems are damaged or cease to

The COVID-19 pandemic continues to evolve, with new virus variants, and has an unknown duration and severity.

Similarly, our responses to events or crises and our position (or perceived lack of position) on environmental, social, and governance (“ESG”) matters, such as sustainability, corporate social responsibility, diversity, equality, and inclusion (“DE&I”), responsible sourcing, and any perceived lack of transparency about those matters could harm our reputation.

COMPLIANCE, REGULATORY, AND LEGAL RISKS

GENERAL RISKS

While a significant and increasing portion of the population is vaccinated or may have acquired some level of immunity after recovering from illness, it will take more time for those factors to reach levels that permit a return to pre-pandemic levels of social activity.

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

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

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

We have implemented a variety of measures in our 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, 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 changing requirements.

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

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

We are adapting and changing these measures as we learn from experience.

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

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

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

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

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

Such disruptions may result from

We must effectively advertise and market our business.

necessary in response to those changes.

The situation is unprecedented and rapidly changing, and has unknown duration and severity.

Ross is the largest off-price apparel and home fashion chain in the United [removed: States] [added: States,] with [removed: 1,628] [added: 1,693] locations in 40 states, the District of Columbia, and Guam, as of January [removed: 29, 2022.][added: 28, 2023.]

We also operate [removed: 295] [added: 322] dd’s DISCOUNTS stores in 21 states as of January [removed: 29, 2022] [added: 28, 2023] 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.

We [added: are closely monitoring market share trends for the off-price industry and we] believe our share gains will continue to [removed: be driven mainly by] [added: grow through] continued focus on bringing value and convenience to our consumers.

[removed: Our merchandise] [added: We believe our merchandising] and operational strategies [removed: are designed] [added: enable us] to [removed: take advantage of the trends toward expanding market share of the off-price industry as well as] [added: deliver] the [added: most competitive bargains available to meet our customers’] ongoing [removed: customer] demand for name brand fashions for the family and home at compelling discounts every day.

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

[removed: We achieved strong sales results in] [added: Sales for] fiscal [removed: 2021, which] [added: 2021 also] benefited from a combination of government [removed: stimulus,] [added: stimulus payments,] increasing vaccination rates, diminishing COVID-19 [removed: restrictions,] [added: restrictions on operations,] pent-up consumer demand, and strong execution of our merchandising strategies.

The following table summarizes the financial results for fiscal [added: 2022,] 2021, [removed: 2020,] and [removed: 2019:][added: 2020:]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Sales (millions) | | | | | | $ | [removed: 18,916] [added: 18,696] | | | | | $ | [removed: 12,532] [added: 18,916] | | | | | $ | [removed: 16,039] [added: 12,532] | | | | | | | |

| Sales [removed: growth] (decline) [added: growth] | | | | | | [removed: 50.9%] [added: (1.2)%] | | | | | | [removed: (21.9)%] [added: 50.9%] | | | | | | [removed: 7.0%] [added: (21.9)%] | | | | | | | | |

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

| Cost of goods sold | | | | | | [removed: 72.5%] [added: 74.6%] | | | | | | [removed: 78.5%] [added: 72.5%] | | | | | | [removed: 71.9%] [added: 78.5%] | | | | | | | | |

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

| Interest [removed: expense (income),] [added: expense,] net | | | | | | [removed: 0.4%] [added: 0.0%] | | | | | | [removed: 0.7%] [added: 0.4%] | | | | | | [removed: (0.1)%] [added: 0.7%] | | | | | | | | |

| Earnings before taxes (as a percent of sales) | | | | | | [removed: 11.9%] [added: 10.6%] | | | | | | [removed: 0.8%] [added: 11.9%] | | | | | | [removed: 13.5%] [added: 0.8%] | | | | | | | | |

| Net earnings (as a percent of sales) | | | | | | [removed: 9.1%] [added: 8.1%] | | | | | | [removed: 0.7%] [added: 9.1%] | | | | | | [removed: 10.4%] [added: 0.7%] | | | | | | | | |

| [removed: 1] [added: 2] 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. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 2] [added: 3] Given the temporary store closures resulting from the COVID-19 pandemic, the comparable store sales metric for fiscal 2020 is not meaningful. | | | | | | | | | | | | | | | | | | | | | | | | | | |

Stores. Total stores open at the end of fiscal [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] were [added: 2,015,] 1,923, [removed: 1,859,] and [removed: 1,805,] [added: 1,859,] respectively.

The number of stores at the end of fiscal [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] increased by [removed: 3%,] [added: 5%,] 3%, and [removed: 5%] [added: 3%] from the respective prior years.

Looking forward to [removed: 2022,] [added: 2023,] we expect to [removed: return to our historical annual opening program of] [added: open] approximately 100 new stores.

| [removed: | | |] Store [removed: Count and Square Footage] [added: Count] | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| [removed: | | |] Opened in the period | | | [removed: 65] [added: 71] | | | | | | [removed: 66] [added: 44] | | | [removed: 1] | | | [removed: 98] [added: 50] | | | | | |

| [removed: | | |] Closed in the period | | | [removed: (1)] [added: (6)] | | | [added: 1] | | | [removed: (12)] [added: (1)] | | | | | | [removed: (10)] [added: (11)] | | | [removed: 2] | | |

| [removed: | | | End] [added: Total stores end] of [removed: the] period | | | [removed: 1,923] [added: 2,015] | | | | | | [removed: 1,859] [added: 1,923] | | | | | | [removed: 1,805] [added: 1,859] | | | | | |

| [removed: | | | 1] [added: 2] Includes the reopening of a store previously temporarily closed due to a weather event. | | | | | | | | | | | | | | | | | | | | |

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

[removed: Sales.] Sales for fiscal 2021 increased $6.4 billion, or 50.9%, compared to [removed: the prior year.][added: fiscal 2020.]

Sales also increased due to the opening of 64 net new stores [removed: between fiscal 2020 and] [added: during] fiscal 2021.

[removed: This] [added: The higher diluted earnings per share in fiscal 2021] was primarily [removed: due] [added: attributable] to [added: 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 [removed: period, the negative impacts on customer demand from the COVID-19 pandemic, mandated occupancy restrictions, and reduced store operating hours during the remainder of fiscal 2020.][added: period.]

Our sales mix is shown below for fiscal [added: 2022,] 2021, [removed: 2020,] and [removed: 2019:][added: 2020:]

| | | | | | | [removed: 2021] [added: 2022] | | | 1 | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

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

| Ladies | | | | | | [removed: 25] [added: 24] | | % | | | | [removed: 23] [added: 25] | | % | | | | [removed: 26] [added: 23] | | % |

| Men’s | | | | | | [removed: 14] [added: 15] | | % | | | | 14 | | % | | | | 14 | | % |

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

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

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

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

[removed: Cost of goods sold.] Cost of goods sold in fiscal 2021 increased $3.9 billion compared to [removed: the prior year,] [added: fiscal 2020] 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.

Over the past three years, we have faced a series of unprecedented challenges from the COVID-19 pandemic, subsequent supply chain disruptions and their related cost pressures, and ongoing inflationary headwinds.

These conditions have had significant impacts not only on our own business operations and costs but also on our customers’ household budgets and in turn their shopping behaviors.

As a result, our customers are seeking even stronger values when visiting our stores.

We believe our continued focus on these strategies will enable us to maximize our potential for both sales and profit growth in fiscal 2023 and beyond.

The fiscal years ended January 28, 2023, January 29, 2022, and January 30, 2021 are referred to as fiscal 2022, fiscal 2021, and fiscal 2020, respectively, and were 52-week years.

In our fiscal 2021 Annual Report on Form 10-K, we compared our results of operations and financial condition to fiscal 2020 and also to the fiscal year ended February 1, 2020 (“fiscal 2019”).

For comparisons of fiscal 2021 to both fiscal 2019 and fiscal 2020, refer to our Annual Report on Form 10-K for fiscal 2021.

| 1 Comparable stores are stores open for more than 14 complete months. | | | | | | | | | | | | | | | | | | | | | | | | | | |

In fiscal 2022, we opened 99 new stores.

We remain confident in our ability to expand in both new and existing regional markets over time.

We continue to believe that consumers’ increased focus on value and convenience and the significant number of brick-and-mortar retail closures and bankruptcies over the last several years, provides opportunities for us to gain market share.

| Ross | | | | | | | | | | | | | | | | | | | | |

| Beginning of the period | | | 1,628 | | | | | | 1,585 | | | | | | 1,546 | | | | | |

| Total Ross stores end of period | | | 1,693 | | | | | | 1,628 | | | | | | 1,585 | | | | | |

| dd’s DISCOUNTS | | | | | | | | | | | | | | | | | | | | |

| Beginning of the period | | | 295 | | | | | | 274 | | | | | | 259 | | | | | |

| Opened in the period | | | 28 | | | | | | 21 | | | | | | 16 | | | 2 | | |

| Closed in the period | | | (1) | | | | | | — | | | | | | (1) | | | | | |

| Total dd’s DISCOUNTS stores end of period | | | 322 | | | | | | 295 | | | | | | 274 | | | | | |

The total selling square footage as of January 28, 2023, January 29, 2022, and January 30, 2021 was 41.4 million, 39.9 million, and 38.8 million, respectively.

Sales. Sales for fiscal 2022 decreased $0.2 billion, or 1.2%, compared to the prior year.

This was primarily due to a 4% decline in comparable store sales driven by escalating inflationary pressures that reduced customer demand during the fiscal year combined with the benefit in the prior year from government stimulus, as well as pent-up customer demand as COVID-19 restrictions eased.

The sales decline was partially offset by the opening of 92 net new stores during fiscal 2022.

There remains significant uncertainty in the current macroeconomic environment, driven by inflation, increasing interest rates, the continuing impacts from the Russia-Ukraine conflict, concerns of a possible recession, and the COVID-19 pandemic.

We expect these factors to continue impacting both our customers and our business in fiscal 2023.

Cost of goods sold. Cost of goods sold in fiscal 2022 increased $0.2 billion compared to the prior year mainly due to higher ocean and domestic freight costs, increased distribution costs, and higher merchandise markdowns, partially offset by lower comparable store sales and lower buying costs.

Cost of goods also increased due to the opening of 92 net new stores during fiscal 2022.

These increases were partially offset by a 60 basis point decrease in buying costs primarily due to lower incentive compensation expenses.

We expect incentive compensation expenses to return to target levels in fiscal 2023 and for domestic and ocean freight costs to decrease.

The decrease was primarily due to lower incentive compensation expenses and lower COVID-19 costs, partially offset by the opening of 92 net new stores during fiscal 2022.

For fiscal 2021, SG&A increased $371.2 million compared to fiscal 2020.

SG&A as a percentage of sales for fiscal 2022 decreased by approximately 45 basis points compared to fiscal 2021 primarily due to lower incentive compensation expenses and lower COVID-19 costs, partially offset by higher wages and the deleveraging effect of the 4% comparable store sales decline.

We expect SG&A in fiscal 2023 to increase as a result of incentive compensation expenses returning to target levels.

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

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

Our effective tax rate for fiscal 2020 was 20%.

In fiscal 2022, the Inflation Reduction Act (“IRA”) was signed into law.

The IRA made several changes to business tax provisions including a one percent excise tax on stock repurchases made after December 31, 2022.

The one percent excise tax does not impact our effective tax rate.

The Consolidated Appropriations

In establishing appropriate growth targets for our business, and considering the pace and magnitude of the economic recovery as the COVID-19 pandemic subsides, we are closely monitoring market share trends for the off-price industry.

We refer to our fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020 as fiscal 2021, fiscal 2020, and fiscal 2019, respectively.

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.

All of our store locations and distribution centers remained open and operating throughout fiscal 2021, in contrast to 2020, when our results reflected the significant revenue decline and other impacts from our chain-wide store closures for approximately half of the first quarter and 25 percent of the second quarter, as well as mandated occupancy restrictions and reduced operating hours that occurred throughout that year.

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

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.

| 3 Amount shown is for fiscal 2019 compared to fiscal 2018 for stores that have been open for more than 14 complete months. | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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.

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

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

| | | | Beginning of the period | | | 1,859 | | | | | | 1,805 | | | | | | 1,717 | | | | | |

| | | | Selling square footage at the end of the period (000) | | | 39,900 | | | | | | 38,800 | | | | | | 37,900 | | | | | |

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 for fiscal 2020 decreased $3.5 billion, or 21.9%, compared to fiscal 2019.

We opened 54 net new stores during 2020.

The sales from these new stores partially offset the overall sales decline.

Sales for fiscal 2021 increased $2.9 billion, or 17.9%, compared to fiscal 2019, due to a 13% increase in sales from comparable stores and the opening of 118 net new stores between fiscal 2019 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.

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.

Cost of goods sold in fiscal 2020 decreased $1.7 billion compared to fiscal 2019, mainly due to the lower sales from the temporary COVID-19 related closures of all of our stores during a significant portion of the March 2020 to June 2020 period, and ensuing negative impacts on shopping behavior and customer demand 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 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.

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.

These increases were partially offset by leverage of 60 basis points in occupancy costs and a 20 basis point improvement in merchandise gross margin.

We expect higher supply chain costs from the industry-wide congestion and higher wages to continue throughout fiscal 2022.

For fiscal 2020, SG&A increased $146.6 million compared to fiscal 2019, primarily due to approximately $240 million in long-term debt refinancing costs, COVID-related expenses (primarily for supplies, cleaning, and payroll related to additional safety protocols), and payments to associates while our stores were closed (net of employee retention credits under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)), partially offset by payroll-related cost reduction measures in response to the COVID-19 pandemic (including the temporary furlough of most hourly associates in our stores during closure periods, and some associates in our corporate offices), reductions in non-business critical operating expenses, and lower store operating expenses on lower sales.

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.

We expect our operating costs in fiscal 2022 to continue to reflect ongoing COVID-related expenses and also higher wages.

In fiscal 2020, net interest expense increased by $101.5 million compared to 2019 primarily due to higher interest expense on long-term debt due to the issuance of Senior Notes in April 2020 and October 2020 (net of repurchase of Senior Notes), lower interest income due to lower interest rates, and higher interest expense on short-term debt due to the draw down on our $800 million revolving credit facility in March 2020 (which was subsequently repaid in October 2020), partially offset by higher capitalized interest primarily related to the construction of our Brookshire, Texas distribution center.

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 as a percentage of sales for fiscal 2021 were lower than in fiscal 2019, primarily due to higher cost of goods sold, higher SG&A expenses, and higher interest expense, partially offset by lower taxes on earnings.

We had no outstanding forward contracts as of January [removed: 29, 2022.][added: 28, 2023.]

As of January [removed: 29, 2022,] [added: 28, 2023,] we had no borrowings outstanding under our revolving credit facility.

As of January [removed: 29, 2022,] [added: 28, 2023,] we have outstanding 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: 29, 2022.][added: 28, 2023.]

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,628] [added: 1,693] locations in 40 states, the District of Columbia, and Guam, as of January [removed: 29, 2022.][added: 28, 2023.]

We also operate [removed: 295] [added: 322] dd’s DISCOUNTS stores in 21 states as of January [removed: 29, 2022.][added: 28, 2023.]

We refer to our fiscal years ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020] [added: 2021] as fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019,] [added: 2020,] respectively, each of which were 52-week years.

We believe [added: merchandise with] nationally recognized name brands sold at compelling discounts will continue to be an important determinant of our success.

Although we [added: may] offer fewer classifications of merchandise than most department stores, we generally offer a large selection within each [removed: classification] [added: classification,] with a wide assortment of vendors, labels, prices, colors, styles, and fabrics within each size or item.

Our merchandise offerings include, but are not limited to, [removed: apparel (including footwear and accessories),] [added: apparel, footwear, accessories,] small furniture, home accents, bed and bath, beauty, toys, luggage, gourmet food, cookware, jewelry and [removed: watches.][added: watches, and pet accessories.]

Unlike most department and specialty stores, we typically do not require that [added: vendors or] manufacturers provide promotional allowances, co-op advertising allowances, return privileges, [removed: split shipments,] drop shipments to stores, or delayed deliveries of merchandise.

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

In fiscal [removed: 2021,] [added: 2022,] we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

Packaway accounted for approximately 40% [removed: and 38%] of total inventories as of January [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021, respectively.][added: 29, 2022.]

At the end of fiscal [removed: 2021,] [added: 2022,] we had over 900 merchants for Ross and dd’s DISCOUNTS combined.

[removed: On a weekly basis our] [added: Our] buyers review specified departments in our stores for possible markdowns based on the rate of [removed: sale,] [added: sale on a weekly basis,] as well as at the end of fashion seasons, to promote faster turnover of merchandise inventory and to accelerate the flow of fresh product.

As of January [removed: 29, 2022,] [added: 28, 2023,] we operated a total of [removed: 1,923] [added: 2,015] stores comprised of [removed: 1,628] [added: 1,693] Ross stores and [removed: 295] [added: 322] dd’s DISCOUNTS stores.

Where the size of the market and real estate opportunities permit, [removed: we] [added: our real estate strategy is to] cluster Ross stores [added: with the objective] to [added: increase our market penetration and to] benefit from economies of scale in advertising, distribution, [removed: and] field [removed: management.][added: management, and other overhead.]

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

We enable our customers to select among sizes and [removed: prices] [added: styles] through prominent category and sizing markers.

Current initiatives include continued enhancements to our stores, [removed: distribution,] [added: supply chain,] merchandising, [removed: merchandise planning,] and cybersecurity systems.

These initiatives support future growth, the execution and achievement of our plans, ongoing [removed: stability] [added: stability,] and compliance.

We utilize a combination of [removed: our own,] [added: owned, leased,] and [removed: third-party, cross dock] [added: third-party cross-dock] facilities to distribute merchandise [added: from distribution centers] to stores on a regional basis.

We believe that our distribution centers and warehouses with their current expansion capabilities will provide adequate processing and storage capacity to support our [removed: current] [added: near term] store [removed: growth.][added: growth plans.]

Information on the size and locations of our distribution centers and warehouse facilities is found [removed: under “Properties”] in [removed: Item] [added: ITEM] 2.

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

Within digital channels, we continue to grow [removed: social,] [added: our social media,] digital video, and [removed: audio,] [added: digital audio presence] to communicate our brand [removed: position.][added: positions.]

As of January [removed: 29, 2022,] [added: 28, 2023,] we had approximately [removed: 100,000] [added: 101,000] total associates, which includes both full- and part-time [removed: associates.][added: associates in our stores, distribution centers, and buying and corporate offices.]

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

To execute this concept, we continue to make strategic investments in our [removed: merchandising] organization.

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

Nevertheless, the retail apparel [removed: market is] [added: and home fashion markets are] highly fragmented and competitive.

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

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

When evaluating a new store location, we consider factors such as the availability and quality of potential sites, demographic characteristics, competition, and population density of the local trade area.

In addition, we continue to consider opportunistic real estate acquisitions.

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 and at reasonable costs in a given market.

PROPERTIES.

Marketing and Advertising

This includes a mix of television, digital channels, radio, and new store grand openings.

We believe that a mix of channels is important to reach our customers.

The majority of these associates worked in our retail stores.

Our associates play essential roles in not only delivering great values to our customers but also evolving and strengthening the culture at Ross.

We strive to have a workforce that reflects our values, supports our business growth, and strengthens our communities.

Our culture. Values start with our people.

At Ross, we strive to do what is right for our associates, customers, and the communities we serve.

We are also committed to promoting an inclusive culture and work environment in which our associates are treated with dignity and respect.

Compensation and benefits. We are dedicated to providing our associates with competitive pay and benefits, a safe working environment, recognition for achievements, channels to share opinions and ideas, opportunities to give back, support for educational advancement, and merchandise and other discounts.

We are also continuing to invest in our associates with programs that assist with physical, emotional, and financial wellness.

We operate in an attractive sector of retail which offers both value and convenience.

Seasonality

Although our off-price business is subject to less seasonality than traditional retailers, sales are generally higher during the second half of the year, which includes the back-to-school and holiday seasons.

Our annual Corporate Social Responsibility Report is found in the Social Responsibility section of our corporate website.

Executive Officers of the Registrant

The following sets forth the names and ages of our executive officers, indicating each person’s principal occupation or employment during at least the past five years.

The term of office is at the discretion of our Board of Directors.

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

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

| Name | | | | | | Age | | | | | | Position | | |

| Barbara Rentler | | | | | | 65 | | | | | | Chief Executive Officer | | |

| Michael J. Hartshorn | | | | | | 55 | | | | | | Group President and Chief Operating Officer | | |

| Michael Kobayashi | | | | | | 58 | | | | | | President and Chief Capability Officer | | |

| Brian Morrow | | | | | | 63 | | | | | | President and Chief Merchandising Officer, dd’s DISCOUNTS | | |

| Adam Orvos | | | | | | 58 | | | | | | Executive Vice President and Chief Financial Officer | | |

Ms. Rentler has served as Chief Executive Officer and a member of the Board of Directors since 2014.

From 2009 to 2014, she was President and Chief Merchandising Officer, Ross Dress for Less and Executive Vice President, Merchandising, from 2006 to 2009.

She also served at dd’s DISCOUNTS as Executive Vice President and Chief Merchandising Officer from 2005 to 2006, and Senior Vice President and Chief Merchandising Officer from 2004 to 2005.

Prior to that, she held various merchandising positions since joining the Company in 1986.

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

Previously, he was Group Executive Vice President, Finance and Legal, Chief Financial Officer in 2019; Executive Vice President, Chief Financial Officer from 2018 to 2019; Group Senior Vice President, Chief Financial Officer from 2015 to 2018; Senior Vice President and Chief Financial Officer from 2014 to 2015; and Senior Vice President and Deputy Chief Financial Officer from 2012 to 2014.

He was also Group Vice President, Finance and Treasurer from 2011 to 2012, and Vice President, Finance and Treasurer from 2006 to 2011.

From 2002 to 2006, he held a number of management roles in the Ross IT and supply chain organizations.

He initially joined the Company in 2000 as Director and Assistant Controller.

For seven years prior to joining Ross, Mr. Hartshorn held various financial roles at The May Department Stores Company.

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

We believe the strong discounts we offer on packaway merchandise are one of the key drivers of our business results.

In response to the health pandemic from the novel coronavirus (COVID-19), we have implemented enhanced safety protocols for our customers and associates.

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

We have incurred and expect to continue to incur elevated operating costs during the COVID-19 pandemic.

Advertising

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

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

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

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

We operate in an attractive sector of retail that we anticipate will be facing reduced brick and mortar competition given the significant number of recent retail closures and bankruptcies.

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

Class/representative action litigation remains pending as of January [removed: 29, 2022.][added: 28, 2023.]

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

The proceedings [removed: remain in early stages, and] are [added: ongoing and remain] subject to significant uncertainties.

We believe that the resolution of our [added: currently] pending class/representative action litigation and other currently pending legal and regulatory proceedings will not have a material adverse effect on our financial condition, results of operations, or cash flows.

| | | | | | | For the fiscal year ended January [removed: 29, 2022] [added: 28, 2023] | | | | | |

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of July [removed: 31, 2021] [added: 30, 2022] was [removed: $42,842,208,333,] [added: $27,695,651,182,] based on the closing price on that date as reported by the NASDAQ Global Select Market®.

The number of shares of Common Stock, $.01 par value, outstanding on March [removed: 7, 2022] [added: 6, 2023] was [removed: 350,892,474.][added: 342,048,439.]

Portions of the Proxy Statement for the Registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which will be filed on or before May [removed: 31, 2022,] [added: 28, 2023,] are incorporated herein by reference into Part III.

| [Item [removed: 1.](#i84f0090916e6417881836bdad18ed609_13)] [added: 1.](#i04118209534b4203a92cf13849680267_13)] | | | | | | [removed: [Business](#i84f0090916e6417881836bdad18ed609_13)] [added: [Business](#i04118209534b4203a92cf13849680267_13)] | | | | | | [removed: [3](#i84f0090916e6417881836bdad18ed609_13)] [added: [3](#i04118209534b4203a92cf13849680267_13)] | | |

| [Item [removed: 1A.](#i84f0090916e6417881836bdad18ed609_16)] [added: 1A.](#i04118209534b4203a92cf13849680267_16)] | | | | | | [Risk [removed: Factors](#i84f0090916e6417881836bdad18ed609_16)] [added: Factors](#i04118209534b4203a92cf13849680267_16)] | | | | | | [removed: [7](#i84f0090916e6417881836bdad18ed609_16)] [added: [9](#i04118209534b4203a92cf13849680267_16)] | | |

| [Item [removed: 1B.](#i84f0090916e6417881836bdad18ed609_19)] [added: 1B.](#i04118209534b4203a92cf13849680267_19)] | | | | | | [Unresolved Staff [removed: Comments](#i84f0090916e6417881836bdad18ed609_19)] [added: Comments](#i04118209534b4203a92cf13849680267_19)] | | | | | | [removed: [15](#i84f0090916e6417881836bdad18ed609_19)] [added: [16](#i04118209534b4203a92cf13849680267_19)] | | |

| [Item [removed: 2.](#i84f0090916e6417881836bdad18ed609_22)] [added: 2.](#i04118209534b4203a92cf13849680267_22)] | | | | | | [removed: [Properties](#i84f0090916e6417881836bdad18ed609_22)] [added: [Properties](#i04118209534b4203a92cf13849680267_22)] | | | | | | [removed: [15](#i84f0090916e6417881836bdad18ed609_22)] [added: [18](#i04118209534b4203a92cf13849680267_22)] | | |

| [Item [removed: 3.](#i84f0090916e6417881836bdad18ed609_25)] [added: 3.](#i04118209534b4203a92cf13849680267_25)] | | | | | | [Legal [removed: Proceedings](#i84f0090916e6417881836bdad18ed609_25)] [added: Proceedings](#i04118209534b4203a92cf13849680267_25)] | | | | | | [removed: [20](#i84f0090916e6417881836bdad18ed609_25)] [added: [20](#i04118209534b4203a92cf13849680267_25)] | | |

| [Item [removed: 4.](#i84f0090916e6417881836bdad18ed609_28)] [added: 4.](#i04118209534b4203a92cf13849680267_28)] | | | | | | [Mine Safety [removed: Disclosures](#i84f0090916e6417881836bdad18ed609_28)] [added: Disclosures](#i04118209534b4203a92cf13849680267_28)] | | | | | | [removed: [20](#i84f0090916e6417881836bdad18ed609_28)] [added: [20](#i04118209534b4203a92cf13849680267_28)] | | |

| [Item [removed: 5.](#i84f0090916e6417881836bdad18ed609_34)] [added: 5.](#i04118209534b4203a92cf13849680267_34)] | | | | | | [Market for [removed: Registrant](#i84f0090916e6417881836bdad18ed609_34)’[s] [added: Registrant](#i04118209534b4203a92cf13849680267_34)’[s] Common Equity, Related Stockholder [removed: Matters and] [added: Matters](#i04118209534b4203a92cf13849680267_34)[,](#i04118209534b4203a92cf13849680267_34) [and] Issuer Purchases of Equity [removed: Securities](#i84f0090916e6417881836bdad18ed609_34)] [added: Securities](#i04118209534b4203a92cf13849680267_34)] | | | | | | [removed: [22](#i84f0090916e6417881836bdad18ed609_34)] [added: [21](#i04118209534b4203a92cf13849680267_34)] | | |

| [Item [removed: 6.](#i84f0090916e6417881836bdad18ed609_37)] [added: 6.](#i04118209534b4203a92cf13849680267_37)] | | | | | | [removed: [Reserved](#i84f0090916e6417881836bdad18ed609_37)] [added: [Reserved](#i04118209534b4203a92cf13849680267_37)] | | | | | | [removed: [25](#i84f0090916e6417881836bdad18ed609_37)] [added: [24](#i04118209534b4203a92cf13849680267_37)] | | |

| [Item [removed: 7.](#i84f0090916e6417881836bdad18ed609_40)] [added: 7.](#i04118209534b4203a92cf13849680267_40)] | | | | | | [removed: [Management](#i84f0090916e6417881836bdad18ed609_40)’[s] [added: [Management](#i04118209534b4203a92cf13849680267_40)’[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i84f0090916e6417881836bdad18ed609_40)] [added: Operations](#i04118209534b4203a92cf13849680267_40)] | | | | | | [removed: [25](#i84f0090916e6417881836bdad18ed609_40)] [added: [24](#i04118209534b4203a92cf13849680267_40)] | | |

| [Item [removed: 7A.](#i84f0090916e6417881836bdad18ed609_61)] [added: 7A.](#i04118209534b4203a92cf13849680267_61)] | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i84f0090916e6417881836bdad18ed609_61)] [added: Risk](#i04118209534b4203a92cf13849680267_61)] | | | | | | [removed: [35](#i84f0090916e6417881836bdad18ed609_61)] [added: [33](#i04118209534b4203a92cf13849680267_61)] | | |

| [Item [removed: 8.](#i84f0090916e6417881836bdad18ed609_64)] [added: 8.](#i04118209534b4203a92cf13849680267_64)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i84f0090916e6417881836bdad18ed609_64)] [added: Data](#i04118209534b4203a92cf13849680267_64)] | | | | | | [removed: [37](#i84f0090916e6417881836bdad18ed609_64)] [added: [34](#i04118209534b4203a92cf13849680267_64)] | | |

| [Item [removed: 9.](#i84f0090916e6417881836bdad18ed609_124)] [added: 9.](#i04118209534b4203a92cf13849680267_124)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i84f0090916e6417881836bdad18ed609_124)] [added: Disclosure](#i04118209534b4203a92cf13849680267_124)] | | | | | | [removed: [60](#i84f0090916e6417881836bdad18ed609_124)] [added: [55](#i04118209534b4203a92cf13849680267_124)] | | |

| [Item [removed: 9A.](#i84f0090916e6417881836bdad18ed609_127)] [added: 9A.](#i04118209534b4203a92cf13849680267_127)] | | | | | | [Controls and [removed: Procedures](#i84f0090916e6417881836bdad18ed609_127)] [added: Procedures](#i04118209534b4203a92cf13849680267_127)] | | | | | | [removed: [60](#i84f0090916e6417881836bdad18ed609_127)] [added: [55](#i04118209534b4203a92cf13849680267_127)] | | |

| [Item [removed: 9B.](#i84f0090916e6417881836bdad18ed609_130)] [added: 9B.](#i04118209534b4203a92cf13849680267_130)] | | | | | | [Other [removed: Information](#i84f0090916e6417881836bdad18ed609_130)] [added: Information](#i04118209534b4203a92cf13849680267_130)] | | | | | | [removed: [60](#i84f0090916e6417881836bdad18ed609_130)] [added: [55](#i04118209534b4203a92cf13849680267_130)] | | |

| [Item [removed: 9C](#i84f0090916e6417881836bdad18ed609_1527).] [added: 9C](#i04118209534b4203a92cf13849680267_133).] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i84f0090916e6417881836bdad18ed609_1527)] [added: Inspections](#i04118209534b4203a92cf13849680267_133)] | | | | | | [removed: [61](#i84f0090916e6417881836bdad18ed609_1527)] [added: [56](#i04118209534b4203a92cf13849680267_133)] | | |

| [Item [removed: 10.](#i84f0090916e6417881836bdad18ed609_136)] [added: 10.](#i04118209534b4203a92cf13849680267_139)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i84f0090916e6417881836bdad18ed609_136)] [added: Governance](#i04118209534b4203a92cf13849680267_139)] | | | | | | [removed: [61](#i84f0090916e6417881836bdad18ed609_136)] [added: [56](#i04118209534b4203a92cf13849680267_139)] | | |

| [Item [removed: 11.](#i84f0090916e6417881836bdad18ed609_139)] [added: 11.](#i04118209534b4203a92cf13849680267_142)] | | | | | | [Executive [removed: Compensation](#i84f0090916e6417881836bdad18ed609_139)] [added: Compensation](#i04118209534b4203a92cf13849680267_142)] | | | | | | [removed: [61](#i84f0090916e6417881836bdad18ed609_139)] [added: [56](#i04118209534b4203a92cf13849680267_142)] | | |

| [Item [removed: 12.](#i84f0090916e6417881836bdad18ed609_142)] [added: 12.](#i04118209534b4203a92cf13849680267_145)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i84f0090916e6417881836bdad18ed609_142)] [added: Matters](#i04118209534b4203a92cf13849680267_145)] | | | | | | [removed: [62](#i84f0090916e6417881836bdad18ed609_142)] [added: [57](#i04118209534b4203a92cf13849680267_145)] | | |

| [Item [removed: 13.](#i84f0090916e6417881836bdad18ed609_145)] [added: 13.](#i04118209534b4203a92cf13849680267_148)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i84f0090916e6417881836bdad18ed609_145)] [added: Independence](#i04118209534b4203a92cf13849680267_148)] | | | | | | [removed: [62](#i84f0090916e6417881836bdad18ed609_145)] [added: [57](#i04118209534b4203a92cf13849680267_148)] | | |

| [Item [removed: 14.](#i84f0090916e6417881836bdad18ed609_148)] [added: 14.](#i04118209534b4203a92cf13849680267_151)] | | | | | | [Principal Accountant Fees and [removed: Services](#i84f0090916e6417881836bdad18ed609_148)] [added: Services](#i04118209534b4203a92cf13849680267_151)] | | | | | | [removed: [62](#i84f0090916e6417881836bdad18ed609_148)] [added: [57](#i04118209534b4203a92cf13849680267_151)] | | |

| [Item [removed: 15.](#i84f0090916e6417881836bdad18ed609_154)] [added: 15.](#i04118209534b4203a92cf13849680267_157)] | | | | | | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement [removed: Schedules](#i84f0090916e6417881836bdad18ed609_154)] [added: Schedules](#i04118209534b4203a92cf13849680267_157)] | | | | | | [removed: [63](#i84f0090916e6417881836bdad18ed609_154)] [added: [58](#i04118209534b4203a92cf13849680267_157)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| [PART I](#i04118209534b4203a92cf13849680267_10) | | | | | | | | | | | | | | |

| [PART II](#i04118209534b4203a92cf13849680267_31) | | | | | | | | | | | | | | |

| [PART III](#i04118209534b4203a92cf13849680267_136) | | | | | | | | | | | | | | |

| [PART IV](#i04118209534b4203a92cf13849680267_154) | | | | | | | | | | | | | | |

| | | | | | | [Signatures](#i04118209534b4203a92cf13849680267_160) | | | | | | [59](#i04118209534b4203a92cf13849680267_160) | | |

| | | | | | | [Index to Exhibits](#i04118209534b4203a92cf13849680267_163) | | | | | | [61](#i04118209534b4203a92cf13849680267_163) | | |

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

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

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

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

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

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

At January [removed: 29, 2022,] [added: 28, 2023,] we operated a total of [removed: 1,923] [added: 2,015] stores, of which [removed: 1,628] [added: 1,693] were Ross stores in 40 states, the District of Columbia, and Guam, and [removed: 295] [added: 322] were dd’s DISCOUNTS stores in 21 states.

The following table summarizes the locations of our stores by state/territory as of January [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021.][added: 29, 2022.]

| State/Territory | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | |

| Alabama | | | | | | [removed: 25] [added: 26] | | | | | | [removed: 24] [added: 25] | | |

| Arizona | | | | | | [removed: 82] [added: 84] | | | | | | [removed: 81] [added: 82] | | |

| California | | | | | | [removed: 443] [added: 452] | | | | | | [removed: 431] [added: 443] | | |

| Colorado | | | | | | [removed: 39] [added: 41] | | | | | | [removed: 38] [added: 39] | | |

| Florida | | | | | | [removed: 231] [added: 239] | | | | | | [removed: 225] [added: 231] | | |

| Georgia | | | | | | [removed: 64] [added: 66] | | | | | | [removed: 63] [added: 64] | | |

| Guam | | | | | | [removed: 2] [added: 3] | | | | | | 2 | | |

| Hawaii | | | | | | [removed: 22] [added: 21] | | | | | | 22 | | |

| Illinois | | | | | | [removed: 94] [added: 101] | | | | | | [removed: 89] [added: 94] | | |

| Indiana | | | | | | [removed: 28] [added: 31] | | | | | | [removed: 26] [added: 28] | | |

| Iowa | | | | | | [removed: 6] [added: 7] | | | | | | 6 | | |

| Kansas | | | | | | [removed: 12] [added: 14] | | | | | | 12 | | |

| Kentucky | | | | | | [removed: 15] [added: 17] | | | | | | 15 | | |

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

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

| Mississippi | | | | | | [removed: 9] [added: 11] | | | | | | 9 | | |

| Missouri | | | | | | [removed: 30] [added: 31] | | | | | | [removed: 27] [added: 30] | | |

| Nebraska | | | | | | [removed: 6] [added: 7] | | | | | | [removed: 5] [added: 6] | | |

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

| New Mexico | | | | | | [removed: 18] [added: 20] | | | | | | 18 | | |

| North Carolina | | | | | | [removed: 49] [added: 52] | | | | | | 49 | | |

| Ohio | | | | | | [removed: 11] [added: 22] | | | | | | [removed: 8] [added: 11] | | |

| Oklahoma | | | | | | [removed: 28] [added: 29] | | | | | | 28 | | |

| Oregon | | | | | | [removed: 30] [added: 32] | | | | | | 30 | | |

| Pennsylvania | | | | | | [removed: 51] [added: 53] | | | | | | 51 | | |

| South Carolina | | | | | | [removed: 30] [added: 31] | | | | | | 30 | | |

| Tennessee | | | | | | [removed: 39] [added: 40] | | | | | | [removed: 37] [added: 39] | | |

| Texas | | | | | | [removed: 277] [added: 294] | | | | | | [removed: 260] [added: 277] | | |

| Utah | | | | | | [removed: 24] [added: 26] | | | | | | [removed: 23] [added: 24] | | |

| Virginia | | | | | | [removed: 41] [added: 42] | | | | | | 41 | | |

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

| West Virginia | | | | | | [removed: 2] [added: 4] | | | | | | [removed: 1] [added: 2] | | |

| Wisconsin | | | | | | [removed: 21] [added: 24] | | | | | | [removed: 19] [added: 21] | | |

| Total | | | | | | [removed: 1,923] [added: 2,015] | | | | | | [removed: 1,859] [added: 1,923] | | |

At January [removed: 29, 2022,] [added: 28, 2023,] the majority of our stores had unexpired original lease terms ranging from three to ten [removed: years,] [added: years] with three to four renewal options of five years each.

The weighted-average unexpired [added: current] lease term of our leased stores is approximately six [removed: years,] [added: years] or approximately [removed: 20] [added: 19] years if renewal options are included.

The following table summarizes the location and approximate sizes of our distribution/warehouse facilities and office locations as of January [removed: 29, 2022.][added: 28, 2023.]

Nearly all our stores are leased.

BUSINESS.

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

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

| | | | Location | | | | | | Number of Facilities | | | | | | Owned | | | | | | Leased | | | | | |

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

| | | | Buckeye, Arizona1 | | | | | | 1 | | | | | | 1,700,000 | | | | | | — | | | | | |

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

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

| | | | 1 We are currently in the process of completing the construction of this distribution center. | | | | | | | | | | | | | | | | | | | | | | | |

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

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

BUSINESS.

All stores are leased, with the exception of two locations which we own.

During fiscal 2021, we opened 44 new Ross stores and closed 1 existing store.

The average approximate Ross store size is 28,000 square feet.

During fiscal 2021, we opened 21 new dd’s DISCOUNTS stores and closed no existing stores.

The average approximate dd’s DISCOUNTS store size is 23,000 square feet.

During fiscal 2021, no one store accounted for more than 1% of our sales.

We carry fire, flood, wind, and earthquake insurance to help mitigate the risk of financial loss that may result from such events.

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

Important considerations in evaluating a new store location in both newer and more established markets are the availability and quality of potential sites, demographic characteristics, competition, and population density of the local trade area.

In addition, we continue to consider opportunistic real estate acquisitions.

See Note E of Notes to Consolidated Financial Statements.

See additional discussion in Management’s Discussion and Analysis.

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

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

| | | | Moreno Valley, California1 | | | | | | 740,000 | | | | | | Lease | | | | | |

| | | | Moreno Valley, California1 | | | | | | 1,110,000 | | | | | | Lease | | | | | |

| | | | Perris, California | | | | | | 699,000 | | | | | | Own | | | | | |

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

| | | | Shafter, California | | | | | | 1,003,000 | | | | | | Lease | | | | | |

| | | | Shafter, California1 | | | | | | 350,000 | | | | | | Lease | | | | | |

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

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

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

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

| | | | Carlisle, Pennsylvania | | | | | | 239,000 | | | | | | Lease | | | | | |

| | | | Carlisle, Pennsylvania | | | | | | 246,000 | | | | | | Lease | | | | | |

| | | | Fort Mill, South Carolina | | | | | | 428,000 | | | | | | Own | | | | | |

| | | | Fort Mill, South Carolina | | | | | | 423,000 | | | | | | Own | | | | | |

| | | | Fort Mill, South Carolina | | | | | | 255,000 | | | | | | Lease | | | | | |

| | | | Fort Mill, South Carolina | | | | | | 160,000 | | | | | | Lease | | | | | |

| | | | Rock Hill, South Carolina | | | | | | 431,000 | | | | | | Lease | | | | | |

| | | | 1 Operated by a third party. | | | | | | | | | | | | | | | | | |

Executive Officers of the Registrant

The following sets forth the names and ages of our executive officers, indicating each person’s principal occupation or employment during at least the past five years.

The term of office is at the discretion of our Board of Directors.

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

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

| Name | | | | | | Age | | | | | | Position | | |

| Barbara Rentler | | | | | | 64 | | | | | | Chief Executive Officer | | |

| Michael J. Hartshorn | | | | | | 54 | | | | | | Group President and Chief Operating Officer | | |

| Michael Kobayashi | | | | | | 57 | | | | | | President and Chief Capability Officer | | |

| Brian Morrow | | | | | | 62 | | | | | | President and Chief Merchandising Officer, dd’s DISCOUNTS | | |

| Adam Orvos | | | | | | 57 | | | | | | Executive Vice President and Chief Financial Officer | | |

Ms. Rentler has served as Chief Executive Officer and a member of the Board of Directors since 2014.

From 2009 to 2014, she was President and Chief Merchandising Officer, Ross Dress for Less and Executive Vice President, Merchandising, from 2006 to 2009.

She also served at dd’s DISCOUNTS as Executive Vice President and Chief Merchandising Officer from 2005 to 2006, and Senior Vice President and Chief Merchandising Officer from 2004 to 2005.

Prior to that, she held various merchandising positions since joining the Company in 1986.

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

Previously, he was Group Executive Vice President, Finance and Legal, Chief Financial Officer in 2019; Executive Vice President, Chief Financial Officer from 2018 to 2019; Group Senior Vice President, Chief Financial Officer from 2015 to 2018; Senior Vice President and Chief Financial Officer from 2014 to 2015; and Senior Vice President and Deputy Chief Financial Officer from 2012 to 2014.

He was also Group Vice President, Finance and Treasurer from 2011 to 2012, and Vice President, Finance and Treasurer from 2006 to 2011.

From 2002 to 2006, he held a number of management roles in the Ross IT and supply chain organizations.

He initially joined the Company in 2000 as Director and Assistant Controller.

For seven years prior to joining Ross, Mr. Hartshorn held various financial roles at The May Department Stores Company.

Mr. Kobayashi has served as President and Chief Capability Officer since February 2022.

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

Previously, he was Group Senior Vice President, Supply Chain and Chief Information Officer from 2008 to 2010, and Senior Vice President and Chief Information Officer from 2004 to 2008.

Prior to joining Ross, Mr. Kobayashi was a Partner with Accenture, providing consulting services to clients in Accenture’s Retail & Consumer Goods practice.

Mr. Morrow has served as President and Chief Merchandising Officer, dd’s DISCOUNTS since December 2015.

Prior to joining Ross, Mr. Morrow served as President, Chief Merchandising Officer of Stein Mart from 2014 to 2015 and Executive Vice President and Chief Merchandising Officer from 2010 to 2014.

From 2008 to 2009, he served as Executive Vice President, General Merchandise Manager at Macy’s West.

He also held roles as Senior Vice President, General Merchandise Manager at Mervyn’s in 2008 and Macy’s North/Marshall Field’s from 2006 to 2008.

For approximately 20 years prior to this, Mr. Morrow held various merchandising roles at The May Department Stores Company.

Mr. Orvos has served as Executive Vice President and Chief Financial Officer since 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.

There were [removed: 1,198] [added: 1,217] stockholders of record as of March [removed: 7, 2022] [added: 6, 2023] and the closing stock price on that date was [removed: $85.12] [added: $112.40] per share.

Cash dividends. On [removed: March 1, 2022,] [added: February 28, 2023,] our Board of Directors declared a quarterly cash dividend of [removed: $0.310] [added: $0.335] per common share, payable on March 31, [removed: 2022.][added: 2023.]

Our Board of Directors declared [added: a] cash [removed: dividends] [added: dividend] of $0.285 per common share in March, May, August, and November 2021.

Our Board of Directors declared [removed: a] cash [removed: dividend] [added: dividends] of [removed: $0.285] [added: $0.310] per common share in [removed: March 2020.][added: March, May, August, and November 2022.]

Issuer purchases of equity securities. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2021] [added: 2022] is as follows:

| ¹ We acquired [removed: 2,641] [added: 29,327] shares of treasury stock during the quarter ended January [removed: 29, 2022.] [added: 28, 2023.] Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. All remaining shares were repurchased under our publicly announced stock repurchase program. | | |

This new program [removed: replaces] [added: replaced] 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).

[removed: See] [added: Refer to] Note [removed: H of] [added: H: Stockholders’ Equity in the] Notes to Consolidated Financial Statements for equity compensation plan information.

The cumulative total return listed below assumed an initial investment of $100 and reinvestment of dividends at each fiscal [removed: year-end,] [added: year-end] and measures the performance of this investment as of the last trading day in the month of January for each of the following five years.

These measurement dates are based on the historical month-end data available and vary slightly from our actual fiscal [removed: year-end] [added: year end] date for each period.

[removed: ][added: ]

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

| Company/Index | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| | | | (10/30/2022 - 11/26/2022) | | | | | | 583,255 | | | | | | $99.14 | | | | | | 583,255 | | | | | | $1,123,480 | | | | | | | | |

| | | | (11/27/2022 - 12/31/2022) | | | | | | 861,651 | | | | | | $115.90 | | | | | | 855,352 | | | | | | $1,024,350 | | | | | | | | |

| | | | (01/01/2023 - 01/28/2023) | | | | | | 650,657 | | | | | | $118.49 | | | | | | 627,629 | | | | | | $950,000 | | | | | | | | |

| | | | Total | | | | | | 2,095,563 | | | | | | $112.04 | | | | | | 2,066,236 | | | | | | $950,000 | | | | | | | | |

| | | |

| Ross Stores, Inc. | | | | | | 100 | | | | | | 117 | | | | | | 145 | | | | | | 144 | | | | | | 125 | | | | | | 158 | | |

| S&P 500 Index | | | | | | 100 | | | | | | 98 | | | | | | 119 | | | | | | 139 | | | | | | 172 | | | | | | 158 | | |

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 109 | | | | | | 121 | | | | | | 130 | | | | | | 143 | | | | | | 157 | | |

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

Our Board of Directors declared cash dividends of $0.255 per common share in March, May, August, and November 2019.

| | | | (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.

| Ross Stores, Inc. | | | | | | 100 | | | | | | 122 | | | | | | 143 | | | | | | 177 | | | | | | 176 | | | | | | 153 | | |

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

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

| ($000, except per share data) | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | |

| Sales | | | | | | $ | [removed: 18,916,244] [added: 18,695,829] | | | | | $ | [removed: 12,531,565] [added: 18,916,244] | | | | | $ | [removed: 16,039,073] [added: 12,531,565] | |

| Cost of goods sold | | | | | | [removed: 13,708,907] [added: 13,946,230] | | | | | | [removed: 9,838,574] [added: 13,708,907] | | | | | | [removed: 11,536,187] [added: 9,838,574] | | |

| Selling, general and administrative | | | | | | [removed: 2,874,469] [added: 2,759,268] | | | | | | [removed: 2,503,281] [added: 2,874,469] | | | | | | [removed: 2,356,704] [added: 2,503,281] | | |

| Interest [removed: expense (income),] [added: expense,] net | | | | | | [removed: 74,328] [added: 2,842] | | | | | | [removed: 83,413] [added: 74,328] | | | | | | [removed: (18,106)] [added: 83,413] | | |

| Total costs and expenses | | | | | | [removed: 16,657,704] [added: 16,708,340] | | | | | | [removed: 12,425,268] [added: 16,657,704] | | | | | | [removed: 13,874,785] [added: 12,425,268] | | |

| Earnings before taxes | | | | | | [removed: 2,258,540] [added: 1,987,489] | | | | | | [removed: 106,297] [added: 2,258,540] | | | | | | [removed: 2,164,288] [added: 106,297] | | |

| Provision for taxes on earnings | | | | | | [removed: 535,951] [added: 475,448] | | | | | | [removed: 20,915] [added: 535,951] | | | | | | [removed: 503,360] [added: 20,915] | | |

| Net earnings | | | | | | $ | [removed: 1,722,589] [added: 1,512,041] | | | | | $ | [removed: 85,382] [added: 1,722,589] | | | | | $ | [removed: 1,660,928] [added: 85,382] | |

| Basic | | | | | | $ | [removed: 4.90] [added: 4.40] | | | | | $ | [removed: 0.24] [added: 4.90] | | | | | $ | [removed: 4.63] [added: 0.24] | |

| Diluted | | | | | | $ | [removed: 4.87] [added: 4.38] | | | | | $ | [removed: 0.24] [added: 4.87] | | | | | $ | [removed: 4.60] [added: 0.24] | |

| Basic | | | | | | [removed: 351,496] [added: 343,452] | | | | | | [removed: 352,392] [added: 351,496] | | | | | | [removed: 358,462] [added: 352,392] | | |

| Diluted | | | | | | [removed: 353,734] [added: 345,222] | | | | | | [removed: 354,619] [added: 353,734] | | | | | | [removed: 361,182] [added: 354,619] | | |

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

| Comprehensive income | | | | | | $ | [removed: 1,722,589] [added: 1,512,041] | | | | | $ | [removed: 85,382] [added: 1,722,589] | | | | | $ | [removed: 1,660,928] [added: 85,382] | |

| ($000, except share data) | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | |

| Cash and cash equivalents | | | [added: | | |] $ | [removed: 4,922,365] [added: 4,551,876] | | | | | $ | [removed: 4,819,293] [added: 4,922,365] | | | | | [added: $ | 4,819,293 | |]

| Accounts receivable | | | [removed: 119,247] [added: 145,694] | | | | | | [removed: 115,067] [added: 119,247] | | | | | |

| Merchandise inventory | | | [removed: 2,262,273] [added: 2,023,495] | | | | | | [removed: 1,508,982] [added: 2,262,273] | | | | | |

| Prepaid expenses and other | | | [removed: 169,291] [added: 183,654] | | | | | | [removed: 249,149] [added: 169,291] | | | | | |

| Total current assets | | | [removed: 7,473,176] [added: 6,904,719] | | | | | | [removed: 6,692,491] [added: 7,473,176] | | | | | |

| Land and buildings | | | [removed: 1,240,246] [added: 1,495,006] | | | | | | [removed: 1,187,045] [added: 1,240,246] | | | | | |

| Fixtures and equipment | | | [removed: 3,425,762] [added: 3,961,733] | | | | | | [removed: 3,243,206] [added: 3,425,762] | | | | | |

| Leasehold improvements | | | [removed: 1,332,687] [added: 1,433,647] | | | | | | [removed: 1,278,134] [added: 1,332,687] | | | | | |

| Construction-in-progress | | | [removed: 574,333] [added: 319,319] | | | | | | [removed: 376,076] [added: 574,333] | | | | | |

| Less accumulated depreciation and amortization | | | [removed: 3,674,501] [added: 4,028,178] | | | | | | [removed: 3,373,965] [added: 3,674,501] | | | | | |

| Property and equipment, net | | | [removed: 2,898,527] [added: 3,181,527] | | | | | | [removed: 2,710,496] [added: 2,898,527] | | | | | |

| Operating lease assets | | | [removed: 3,027,272] [added: 3,098,134] | | | | | | [removed: 3,084,819] [added: 3,027,272] | | | | | |

| Other long-term assets | | | [removed: 241,281] [added: 232,083] | | | | | | [removed: 230,061] [added: 241,281] | | | | | |

| Total assets | | | $ | [removed: 13,640,256] [added: 13,416,463] | | | | | $ | [removed: 12,717,867] [added: 13,640,256] | | | | |

| Accounts payable | | | $ | [removed: 2,372,302] [added: 2,009,924] | | | | | $ | [removed: 2,256,928] [added: 2,372,302] | | | | |

| Accrued expenses and other | | | [removed: 613,089] [added: 638,561] | | | | | | [removed: 592,122] [added: 613,089] | | | | | |

| Current operating lease liabilities | | | [removed: 630,517] [added: 655,976] | | | | | | [removed: 598,120] [added: 630,517] | | | | | |

| Accrued payroll and benefits | | | [removed: 588,772] [added: 279,710] | | | | | | [removed: 400,273] [added: 588,772] | | | | | |

| Income taxes payable | | | [removed: 10,249] [added: 52,075] | | | | | | [removed: 54,680] [added: 10,249] | | | | | |

| Total current liabilities | | | [removed: 4,214,929] [added: 3,636,246] | | | | | | [removed: 3,967,033] [added: 4,214,929] | | | | | |

| Long-term debt | | | [removed: 2,452,325] [added: 2,456,510] | | | | | | [removed: 2,448,175] [added: 2,452,325] | | | | | |

| Non-current operating lease liabilities | | | [removed: 2,539,297] [added: 2,593,961] | | | | | | [removed: 2,621,594] [added: 2,539,297] | | | | | |

| Other long-term liabilities | | | [removed: 236,013] [added: 224,104] | | | | | | [removed: 268,558] [added: 236,013] | | | | | |

| Deferred income taxes | | | [removed: 137,642] [added: 217,059] | | | | | | [removed: 121,867] [added: 137,642] | | | | | |

| ($000) | | | | | | January 28, 2023 | | | | | | January 29, 2022 | | | | | | January 30, 2021 | | |

| Net earnings | | | | | | $ | 1,512,041 | | | | | $ | 1,722,589 | | | | | $ | 85,382 | |

| | | | 7,209,705 | | | | | | 6,573,028 | | | | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,512,041 | | | | | | 1,512,041 | | |

| Stock-based compensation | | | | | | — | | | | | | — | | | | | | 121,936 | | | | | | — | | | | | | | | | | | | — | | | | | | 121,936 | | |

| Common stock repurchased | | | | | | (10,310) | | | | | | (103) | | | | | | (43,905) | | | | | | — | | | | | | | | | | | | (905,988) | | | | | | (949,996) | | |

| Balance at January 28, 2023 | | | | | | 342,753 | | | | | | $ | 3,428 | | | | | $ | 1,820,249 | | | | | $ | (584,750) | | | | | | | | | | | $ | 3,049,656 | | | | | $ | 4,288,583 | |

| ($000) | | | | | | January 28, 2023 | | | | | | January 29, 2022 | | | | | | January 30, 2021 | | |

| Net earnings | | | | | | $ | 1,512,041 | | | | | $ | 1,722,589 | | | | | $ | 85,382 | |

The institutions where these instruments are held could potentially subject the Company to concentrations of credit risk.

The Company manages its risk associated with these instruments by primarily holding its cash and cash equivalents across a highly diversified set of banks and other financial institutions.

| ($000) | | | | | | 2022 | | | | | | 2021 | | |

| ($000) | | | | | | 2022 | | | | | | 2021 | | |

Refer to Note E: Leases for additional information.

The Company recognizes

Refer to Note F: Taxes on Earnings for additional information.

| Shares | | | | | | 343,452 | | | | | | 1,770 | | | | | | 345,222 | | |

| Amount | | | | | | $ | 4.40 | | | | | $ | (0.02) | | | | | $ | 4.38 | |

Recently issued accounting standards. In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-04, *Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations*, to enhance transparency about an entity’s use of supplier finance programs.

The ASU requires enhanced and additional disclosures about the key terms of supplier finance programs including a description of where in the financial statements any related amounts are presented.

The initial guidance in the ASU will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted.

The Company will begin adopting ASU 2022-04 as required at the beginning of fiscal 2023 and does not expect the adoption of this standard will have a material impact on the Company’s financial statement disclosures.

The Company adopted ASU 2021-10 on a prospective basis as of January 28, 2023.

The adoption of ASU 2021-10 did not have a material impact on the Company’s disclosures as of January 28, 2023.

| ($000) | | | | | | | | | | | | 2022 | | | | | | 2021 | | |

| ($000) | | | 2022 | | | | | | 2021 | | |

| Employee stock purchase plan (“ESPP”) | | | 4,360 | | | | | | 4,425 | | | | | | 4,154 | | |

| Total | | | $ | 121,936 | | | | | $ | 134,217 | | | | | $ | 101,568 | |

| ($000) | | | | | | 2022 | | | | | | 2021 | | |

| 2027 | | | | | | | | | $ | 241,786 | |

| Thereafter | | | | | | | | | $ | 783,205 | |

The

| 2023 | | | $ | 692,539 | |

| 2024 | | | 696,514 | | |

| 2025 | | | 591,229 | | |

| 2026 | | | 476,484 | | |

| 2027 | | | 365,013 | | |

| Thereafter | | | 1,592,842 | | |

| Less: interest | | | 1,164,684 | | |

| | | | | | | 2022 | | | | | | 2021 | | |

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

| Current portion of long-term debt | | | — | | | | | | 64,910 | | | | | |

| 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 repurchased | | | | | | (12,260) | | | | | | (122) | | | | | | (35,297) | | | | | | — | | | | | | | | | | | | (1,239,581) | | | | | | (1,275,000) | | |

| Proceeds from investments | | | | | | — | | | | | | — | | | | | | 517 | | |

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.

| Deferred social security taxes | | | | | | — | | | | | | 36,701 | | |

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.

See Note F.

| 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.

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.

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 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.

| ESPP | | | 4,425 | | | | | | 4,154 | | | | | | 3,921 | | |

| 6.530% Series B Senior Notes due 2021 | | | | | | $ | — | | | | | $ | 64,910 | |

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO)] [added: (“COSO”)] as set forth in *Internal Control — Integrated Framework (2013)*.

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: 29, 2022.][added: 28, 2023.]

Our internal control over financial reporting as of January [removed: 29, 2022] [added: 28, 2023] 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: 29, 2022,] [added: 27, 2023,] 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: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Information required by Item 401 of Regulation S-K is incorporated herein by reference to the [removed: sections] [added: section] entitled “Executive Officers of the Registrant” at the end of [removed: Part] [added: Item] I of this report; and to the [removed: sections] [added: section] of the Ross Stores, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on Wednesday, May [removed: 18, 2022] [added: 17, 2023] (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 [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance.”] [added: Reports.”] 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.

Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer [removed: and our] [added: (Principal Executive Officer),] Chief Financial Officer [removed: (who is also our principal accounting officer),] [added: (Principal Financial Officer), and Chief Accounting Officer (Principal Accounting Officer),] along with other of our senior operating and financial executives.

The information required by Item 402 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement entitled “Compensation of Directors” and “Executive Compensation” under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “All Other Compensation,” [removed: “Perquisites,”] “Discussion of Summary [removed: Compensation,”] [added: Compensation Table,” “CEO Pay Ratio,”] “Grants of Plan-Based Awards During Fiscal Year,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” [removed: “Non-Qualified] [added: “Nonqualified] Deferred Compensation,” and “Potential Payments Upon Termination or Change in Control.”

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: 29, 2022:][added: 28, 2023:]

| approved by security holders | | | | | | [removed: 625] [added: —] | | | [removed: ²] | | | — | | | | | | [removed: 13,523] [added: 12,806] | | | [removed: 3] [added: 2] | | |

| [removed: 3] [added: 2] Includes [removed: 4.2] [added: 3.9] million shares reserved for issuance under the Employee Stock Purchase Plan and [removed: 9.3] [added: 8.9] million shares reserved for issuance under the 2017 Equity Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | — | | | | | | — | | | | | | 12,806 | | | | | |

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

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

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

The information required by [removed: Items] [added: Item] 404 [removed: and] [added: of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Related Person Transactions.” The information required by Item] 407(a) of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Information Regarding Nominees and Incumbent Directors” including the captions “Audit Committee,” “Compensation Committee,” and “Nominating and Corporate Governance [removed: Committee,” and the section of the Proxy Statement entitled “Certain Transactions.”][added: Committee.”]

Information concerning principal accountant fees and services will appear in the Proxy Statement in the Ross Stores, Inc. Board of Directors Audit Committee Report under the caption “Summary of Audit, Audit-Related, [removed: Tax] [added: Tax,] and All Other Fees.” Such information is incorporated herein by reference.

Consolidated Statements of Earnings for the years ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020.][added: 2021.]

Consolidated Statements of Comprehensive Income for the years ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020.][added: 2021.]

Consolidated Balance Sheets at January [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021.][added: 29, 2022.]

Consolidated Statements of Stockholders’ Equity for the years ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020.][added: 2021.]

Consolidated Statements of Cash Flows for the years ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020.][added: 2021.]

| Date: | | | March [removed: 29, 2022] [added: 27, 2023] | | | | | | Barbara Rentler | | |

| /s/Barbara Rentler | | | | | | Chief Executive Officer, Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| Barbara Rentler | | | | | | [added: (Principal Executive Officer)] | | | | | | | | |

| /s/Adam Orvos | | | | | | Executive Vice President and Chief Financial [added: Officer] | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| Adam Orvos | | | | | | [removed: Officer, and Principal Accounting Officer] [added: (Principal Financial Officer)] | | | | | | | | |

| /s/K. Gunnar Bjorklund | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| /s/Michael J. Bush | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| /s/Sharon D. Garrett | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| /s/Michael J. Hartshorn | | | | | | Group President and Chief Operating Officer, [added: Director] | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| Michael J. Hartshorn | | | | | | [removed: Director] | | | | | | | | |

| /s/Stephen D. Milligan | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| /s/Patricia H. Mueller | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| /s/George P. Orban | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| /s/Larree M. Renda | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| /s/Doniel N. Sutton | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 27, 2023] | | |

| [removed: 3.2] [added: 10.2] | | | [removed: [Amended and Restated Bylaws] [added: [Form] of [removed: Ross Stores, Inc. (as amended March 8, 2017),] [added: Indemnity Agreement for Directors and Executive Officers,] incorporated by reference to Exhibit [removed: 3.2] [added: 10.26] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended [removed: January 28, 2017.](http://www.sec.gov/Archives/edgar/data/745732/000074573217000009/exhibit32amendedandrestate.htm)] [added: February 2, 2013.](http://www.sec.gov/Archives/edgar/data/745732/000074573213000006/exhibit1026rosstemplateind.htm)] | | |

| 10.1 | | | [removed: [Amended and Restated Credit] [added: [Credit] Agreement [removed: dated July 1, 2019 among] [added: dated](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [February 17, 2022,](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [among] Ross Stores, Inc., various lenders and Bank of America, N.A., as Administrative Agent, incorporated by reference to [removed: Exhibit 10.3 to] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [4.1](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [to] the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ended August 3, 2019](http://www.sec.gov/Archives/edgar/data/745732/000074573219000037/a103rossstorescreditag.htm).] [added: ende](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm)[d](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [April 30, 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm)] | | |

| [removed: 10.2] [added: 10.4] | | | [removed: [First Amendment to] [added: [Second] Amended and Restated [removed: Credit Agreement dated as of May 1, 2020 among] Ross Stores, [removed: Inc., various lenders, and Bank of America, N.A., as Administrative Agent, incorporated] [added: Inc. Incentive Compensation Plan,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm) [incorporated] by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: May 2, 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/creditagreementamendme.htm).] [added: October 31, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores2ndamendedan.htm)] | | |

| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS [removed: 10.5] [added: 10.2] - [removed: 10.39)] [added: 10.23)] | | | | | |

| [removed: 10.5] [added: 10.12] | | | [removed: [Form] [added: [Forms] of [removed: Indemnity] [added: Executive Employment] Agreement for [removed: Directors and] Executive Officers, incorporated by reference to Exhibit [removed: 10.26] [added: 10.1] to the Form [removed: 10-K] [added: 10-Q] filed by Ross Stores, Inc. for its [removed: fiscal year] [added: quarter] ended [removed: February 2, 2013.](http://www.sec.gov/Archives/edgar/data/745732/000074573213000006/exhibit1026rosstemplateind.htm)] [added: May 4, 2019.](http://www.sec.gov/Archives/edgar/data/745732/000074573219000030/exhibit101formsofexecutive.htm)] | | |