Ross Stores (ROST) 10-K risk factor changes: FY2023 vs FY2022

Our fiscal [removed: 2022] [added: 2023] Annual Report on Form 10-K 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, our projected future financial performance, operations, competitive position, and our 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.

Inflation, supply chain disruptions, and other accompanying economic impacts from [removed: the Russia-Ukraine conflict, the COVID-19 pandemic,] [added: geopolitical conflicts, public health crises (such as pandemics),] or other external events may continue to have significant negative effects on our costs and on consumer confidence, shopping behavior, and spending, which may adversely affect our sales and profitability.

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

Factors such as higher fuel and energy costs, rising food prices, [removed: rising] [added: high] interest rates, increases in housing costs, the size and timing of government stimulus programs, wage rates, unemployment levels, income tax rates and the timing of tax refunds, availability of consumer credit, consumer debt levels, and the resulting effects on consumers’ disposable income and consumer confidence in future economic conditions all have an impact on consumer spending habits for our merchandise.

[removed: These events] [added: Ongoing geopolitical conflicts] may continue to cause various adverse macroeconomic effects, including [added: supply chain disruptions, market volatility and uncertainty,] inflation, increases in fuel and energy costs, rising food prices, and depressed financial markets.

The extent and duration of [removed: the] impacts from [removed: the COVID-19 pandemic] [added: future public health crisis] on our business and our financial results will depend largely on future developments, including the [removed: duration and spread of outbreaks within the U.S., regional surges in infection, vaccination rates, and acquired immunity rates, the effectiveness of vaccines in controlling current] [added: severity, location,] and [removed: future variants] [added: duration] of the [removed: virus, the response by all levels of government in their] [added: issue,] efforts to [removed: 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 [added: in the past,] and may in the [removed: future] [added: future,] adversely affect our profitability, cash flows, financial results, and our capital resources.

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

The substantial sales growth in e-commerce [removed: 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 online shopping alternatives.

Our success depends on our ability to effectively buy and [removed: resell] [added: sell] merchandise that meets customer demand.

As a result, adverse or unseasonable weather in any of our markets could lead to [removed: disappointing] [added: lower-than-expected] sales and cause us to increase our markdowns, which may negatively affect our sales and margins.

A pandemic, [added: or] natural or man-made disaster in [removed: California or in another] [added: a] region where we have a concentration of stores, offices, or a distribution center could harm our business.

[removed: Although no one store accounts for more] [added: More] than [removed: one percent] [added: half] of our [removed: sales, our corporate headquarters, Los Angeles buying office, nine] distribution [removed: centers/warehouses,] [added: center] and [added: warehouse capacity,] approximately 22% of our [removed: stores] [added: stores, and our corporate headquarters,] are located in California.

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

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

To the extent that certain of our vendors are better able to manage their inventory levels and reduce the amount of their excess [removed: inventory, the amount of high quality merchandise available to us could be materially reduced.]

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 [removed: relationships,] [added: relationships] or tax policies, [removed: and] [added: geopolitical conflicts,] natural disasters, or public health issues such as [removed: the COVID-19 pandemic (or other future pandemics),] [added: pandemics,] that reduce the supply or increase the relative cost of imported goods, could also result in disruptions to our existing supply relationships.

Many of our retail store associates are in entry level or part-time positions with [removed: historically high] [added: elevated] rates of turnover.

Our ability to control labor costs is subject to numerous external factors, including prevailing wage rates and health and other insurance costs, [added: potential labor organizing activities,] as well as the impact of legislation or regulations governing minimum wage or healthcare benefits.

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

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

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

Although we use marketing and advertising mediums to attract customers to our stores, particularly through [removed: television] [added: traditional] and [added: streaming television,] digital channels, [added: and new store grand openings,] our competitors may spend more or use different approaches, which could provide them with a competitive advantage.

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

[removed: The] [added: As evidenced by the] COVID-19 [removed: pandemic] [added: pandemic, future pandemics] and accompanying economic impacts may [removed: 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.

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

Information or data security breaches, including [removed: cyber-attacks] [added: cyberattacks] on our transaction processing and computer information [removed: systems,] [added: systems (including malware intrusion, data exfiltration, identity theft, and other types of cybersecurity threats),] could [added: disrupt our operations,] result in theft or unauthorized disclosure of [removed: customer, credit card, employee, or other private] [added: our confidential] and valuable [added: business] information [removed: that we handle in the ordinary course of] [added: or credit card and other customer information, and could adversely affect] our business, disrupt our operations, damage our reputation, [removed: and] increase our [removed: costs.][added: costs, and create significant legal exposure.]

[removed: Some] [added: Many] of the key information systems and processes we use to handle payment card transactions and check approvals, and the levels of security technology utilized in payment cards, are controlled by the banking and payment card industry, not by us.

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

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

It is also possible that an associate within our Company, or [added: at] a third party we do business with, may purposefully or inadvertently cause a security breach involving such information.

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

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

We are currently making, and will continue to make, [removed: significant] technology investments to improve or replace information processes and systems that are key to managing our business.

Poorly targeting opportunities, failing to make good investments, or making an investment commitment significantly above or below our needs could [removed: damage our competitive position and adversely impact our business and results of operations.]

[added: 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.

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

Significant or continuing [removed: noncompliance] [added: non-compliance] (or alleged [removed: noncompliance)] [added: non-compliance)] with such standards and laws by one or more vendors could have a negative impact on our reputation, could subject us to claims and liability, and could have an adverse effect on our results of operations.

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

To support our continuing operations, our new store and distribution center growth plans and other capital investment plans, our quarterly dividends, [added: our debt repayments,] and our stock repurchase program, we must maintain sufficient [removed: liquidity; the COVID-19 pandemic and related economic disruptions are adding significant uncertainty and challenges.][added: liquidity.]

Our business and operations were adversely affected by the COVID-19 pandemic in recent years, and could be affected by another public health event in the future.

inventory, the amount of high quality merchandise available to us could be materially reduced.

Risks in importing and selling such merchandise include import duties and quotas, economic and supply chain uncertainties and adverse economic conditions (including shipping capacity limitations, cost increases, inflation,

damage our competitive position and adversely impact our business and results of operations.

A disruption within our logistics or supply chain network could adversely affect our ability to timely and efficiently transport merchandise to our stores or our distribution centers, which could impair our ability to meet customer demand for products and result in lost sales or increased supply chain costs.

securities, real estate, tort, commercial, consumer protection, privacy, product compliance and safety, advertising, environmental, comparative pricing, product labeling, intellectual property, tax, escheat, and whistle-blower claims.

The ongoing Russia-Ukraine 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.

The effects of the COVID-19 pandemic continue to present significant risks and uncertainty.

The widespread pandemic continues to adversely impact global economies and has resulted in significant economic volatility.

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

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

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

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

The COVID-19 pandemic may continue to adversely affect our business, operations, and financial performance and condition.

The United States and other countries continue to experience a global pandemic with related, potentially significant, disruptions and cost impacts to retail operations and supply chains, and to general economic activities.

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

As the COVID-19 pandemic continues, our business and operations may be affected by future recommendations and/or mandates from federal, state, and local authorities.

Additional outbreaks and spreading of the disease have been occurring across the United States and levels of spread have gone up and down in different regions.

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.

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

We may still face temporary store and distribution center closures nationally, regionally, or in specific locations.

More than half of our distribution center and warehouse capacity is located in California.

A severe outbreak or temporary closure affecting these facilities would be very disruptive to our ability to supply merchandise to our stores.

Further, the COVID-19 pandemic 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.

GENERAL RISKS

The situation continues to evolve and has an unknown duration and severity.

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,693] [added: 1,764] locations in [removed: 40] [added: 43] states, the District of Columbia, and Guam, as of [removed: January 28, 2023.][added: February 3, 2024.]

We also operate [removed: 322] [added: 345] dd’s DISCOUNTS stores in [removed: 21] [added: 22] states as of [removed: January 28, 2023] [added: February 3, 2024] 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 are closely monitoring market share trends for the off-price industry and we believe our share gains will continue to grow through continued focus on bringing value and convenience to our [removed: consumers.][added: customers, despite the ongoing uncertainty in the current macroeconomic and geopolitical environments.]

We believe our merchandising and operational strategies enable us to deliver the most competitive bargains available to meet our customers’ ongoing demand for [removed: name brand fashions] [added: quality branded goods] for the family and home at compelling discounts every day.

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

[removed: In] [added: Management’s Discussion and Analysis of Financial Condition and Results of Operations in] our [removed: fiscal 2021] Annual Report on Form [removed: 10-K, we compared our results of operations and financial condition to fiscal 2020 and also to the] [added: 10-K for] fiscal [removed: year ended February 1, 2020 (“fiscal 2019”).][added: 2022.]

The following table summarizes [removed: the] [added: our] financial results for fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020:][added: 2021:]

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Sales (millions) | | | | | | $ | [removed: 18,696] [added: 20,377] | | | | | $ | [removed: 18,916] [added: 18,696] | | | | | $ | [removed: 12,532] [added: 18,916] | | | | | | | |

| Sales [removed: (decline)] growth [added: (decline)] | | | | | | [removed: (1.2)%] [added: 9.0%] | | | | | | [removed: 50.9%] [added: (1.2)%] | | | | | | [removed: (21.9)%] [added: 50.9%] | | | | | | | | |

| Comparable store sales [removed: (decline)] growth [added: (decline)] | | | | | | [removed: (4)%] [added: 5%] | | | 1 | | | [removed: 13%] [added: (4)%] | | | [removed: 2] [added: 1] | | | [removed: n/a] [added: 13%] | | | [removed: 3] [added: 2] | | | | | |

| Cost of goods sold | | | | | | [removed: 74.6%] [added: 72.7%] | | | | | | [removed: 72.5%] [added: 74.6%] | | | | | | [removed: 78.5%] [added: 72.5%] | | | | | | | | |

| Selling, general and administrative | | | | | | [removed: 14.8%] [added: 16.0%] | | | | | | [removed: 15.2%] [added: 14.8%] | | | | | | [removed: 20.0%] [added: 15.2%] | | | | | | | | |

| Interest [added: (income)] expense, net | | | | | | [removed: 0.0%] [added: (0.8)%] | | | | | | [removed: 0.4%] [added: 0.0%] | | | | | | [removed: 0.7%] [added: 0.4%] | | | | | | | | |

| Earnings before taxes (as a percent of sales) | | | | | | [removed: 10.6%] [added: 12.1%] | | | | | | [removed: 11.9%] [added: 10.6%] | | | | | | [removed: 0.8%] [added: 11.9%] | | | | | | | | |

| Net earnings (as a percent of sales) | | | | | | [removed: 8.1%] [added: 9.2%] | | | | | | [removed: 9.1%] [added: 8.1%] | | | | | | [removed: 0.7%] [added: 9.1%] | | | | | | | | |

| 2 Amount shown is for fiscal 2021 compared to [added: the] fiscal [removed: 2019.] [added: year ended February 1, 2020 (“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: Stores.] Total stores open at the end of fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] were [added: 2,109,] 2,015, [removed: 1,923,] and [removed: 1,859,] [added: 1,923,] respectively.

The number of stores at the end of fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] increased by 5%, [removed: 3%,] [added: 5%,] and 3% from the respective prior years.

In fiscal [removed: 2022,] [added: 2023,] we opened [removed: 99] [added: 97] new stores.

Looking forward to [removed: 2023,] [added: 2024,] we expect to open approximately [removed: 100] [added: 90] new stores.

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 [removed: years, provides] [added: years provide] opportunities for us to gain market share.

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

| Store Count | | | [removed: 2022 | | |] [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | |

| Beginning of the period | | | [removed: 1,628 | | |] [added: 1,693] | | | [removed: 1,585] | | | [added: 1,628] | | | [removed: 1,546] | | | [added: 1,585] | | |

| Opened in the period | | | [removed: 71 | | |] [added: 72] | | | [removed: 44] [added: 1] | | | [added: 71] | | | [removed: 50] | | | [added: 44] | | |

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

| Total Ross [added: Dress for Less] stores end of period | | | [removed: 1,693 | | |] [added: 1,764] | | | [removed: 1,628] | | | [added: 1,693] | | | [removed: 1,585] | | | [added: 1,628] | | |

| dd’s DISCOUNTS | | | | | | | | | | | | | | | | | | [removed: | | |]

| Beginning of the period | | | [removed: 295 | | |] [added: 322] | | | [removed: 274] | | | [added: 295] | | | [removed: 259] | | | [added: 274] | | |

| Opened in the period | | | [removed: 28 | | |] [added: 25] | | | [removed: 21] | | | [added: 28] | | | [removed: 16] | | | [removed: 2] [added: 21] | | |

| Closed in the period | | | [removed: (1) | | |] [added: (2)] | | | [removed: —] | | | [added: (1)] | | | [removed: (1)] | | | [added: —] | | |

| Total dd’s DISCOUNTS stores end of period | | | [removed: 322 | | |] [added: 345] | | | [removed: 295] | | | [added: 322] | | | [removed: 274] | | | [added: 295] | | |

| Total stores end of period | | | [removed: 2,015 | | |] [added: 2,109] | | | [removed: 1,923] | | | [added: 2,015] | | | [removed: 1,859] | | | [added: 1,923] | | |

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

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

The total selling square footage as of [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021] [added: 29, 2022] was [removed: 41.4] [added: 42.8] million, [removed: 39.9] [added: 41.4] million, and [removed: 38.8] [added: 39.9] million, respectively.

Sales. Sales for fiscal [removed: 2022 decreased $0.2] [added: 2023 increased $1.7] billion, or [removed: 1.2%,] [added: 9.0%,] compared to the prior year.

Our sales mix is shown below for fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020:][added: 2021:]

| | | | | | | [removed: 2022] [added: 2023] | | | 1 | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

Although inflation has moderated during the past year, the cost of essentials remains elevated and continues to pressure our low-to-moderate income customers’ discretionary spending.

Our merchandising strategies include offering a wide assortment of quality branded bargains for our customers.

We believe staying diligently focused on executing our merchandising strategies is an important driver of our ability to gain market share in fiscal 2024 and the long term.

The fiscal year ended February 3, 2024 is referred to as fiscal 2023 and was a 53-week year.

The discussion that follows relates to fiscal 2023 and fiscal 2022.

Discussion of fiscal 2021 items and year-to-year comparisons between fiscal 2022 and fiscal 2021 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7.

The following table summarizes the stores opened and closed during fiscal 2023, 2022, and 2021:

| Ross Dress for Less | | | | | | | | | | | | | | | | | |

This was primarily due to the 5% increase in comparable store sales, the opening of 94 net new stores during fiscal 2023, and the impact of the 53rd week.

We expect lower merchandise margin as a percentage of sales in fiscal 2024 as we plan to offer more brands that are sharply priced throughout our stores.

We expect this impact will be partially offset by lower incentive compensation expense, which is expected to return to target levels.

We expect lower incentive compensation expense in fiscal 2024, which is expected to return to target levels.

Interest (income) expense, net. In fiscal 2023, interest (income) expense, net improved by $167.0 million compared to fiscal 2022 primarily due to increased interest income from higher interest rates.

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Fiscal 2023 includes a per share benefit of approximately $0.20 from the 53rd week.

Revolving credit facilities. We have a $1.3 billion senior unsecured revolving credit facility (“Credit Facility”).

The following table summarizes our stock repurchase activity in fiscal 2023, 2022, and 2021:

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| Fiscal Year | | | | | | Shares repurchased (in millions) | | | | | | Average repurchase price | | | | | | Amount repurchased (in millions) | | | | | |

| 2023 | | | | | | 8.2 | | | | | | $ | 115.24 | | | | | $ | 950 | | 1 | | |

| 2022 | | | | | | 10.3 | | | | | | $ | 92.15 | | | | | $ | 950 | | | | |

| 2021 | | | | | | 5.7 | | | | | | $ | 114.29 | | | | | $ | 650 | | | | |

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| 1 Amount excludes excise tax due under the Inflation Reduction Act of 2022. | | | | | | | | | | | | | | | | | | | | | | | |

Our Board of Directors declared a cash dividend of $0.3350 per common share in February, May, August, and November 2023.

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| Operating leases | | | 723,031 | | | | | | 2,656,418 | | | | | | 3,379,449 | | |

| Real estate obligations3 | | | 14,339 | | | | | | 218,625 | | | | | | 232,964 | | |

| Purchase obligations4 | | | 4,236,623 | | | | | | 104,916 | | | | | | 4,341,539 | | |

| Total contractual obligations | | | $ | 5,311,861 | | | | | $ | 6,660,960 | | | | | $ | 11,972,821 | |

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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.

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

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

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

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

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

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.

Sales for fiscal 2021 increased $6.4 billion, or 50.9%, compared to fiscal 2020.

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

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

Sales also increased due to the opening of 64 net new stores during fiscal 2021.

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.

We intend to address the uncertain and competitive conditions within the retail climate for apparel and home goods by pursuing and refining our existing strategies, continuing to strengthen our merchant organization, diversifying our merchandise mix, and further developing our systems to improve our merchandise offerings.

We cannot be sure our strategies and store expansion program will result in sales growth or an increase in net earnings.

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

Cost of goods sold in fiscal 2021 increased $3.9 billion compared to 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.

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

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

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

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

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

Interest expense, net. In fiscal 2022, net interest expense decreased by $71.5 million compared to fiscal 2021 primarily due to increased interest income from higher interest rates and lower interest expense on long-term debt due to the repayment of the principal on the $65.0 million notes in fiscal 2021, partially offset by lower capitalized interest.

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

| | | | Interest expense on short-term debt | | | | | | — | | | | | | — | | | | | | 7,863 | | | | | |

Our effective tax rate for fiscal 2020 was 20%.

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

In fiscal 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law.

The CARES Act made several significant changes to business tax provisions including modifications for net operating losses, employee retention credits, and deferral of employer payroll tax payments.

The Consolidated Appropriations

Act of 2021 (“CAA”) was signed into law during fiscal 2020.

The CAA made several changes to business tax provisions including extending certain employment-related tax credits through December 31, 2025.

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

Diluted earnings per share in fiscal 2021 was $4.87 compared to $0.24 in fiscal 2020.

We had no outstanding forward contracts as of [removed: January 28, 2023.][added: February 3, 2024.]

As of [removed: January 28, 2023,] [added: February 3, 2024,] we had no borrowings outstanding under our revolving credit facility.

As of [removed: January 28, 2023,] [added: February 3, 2024,] we [removed: have] [added: had] 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 [removed: January 28, 2023.][added: February 3, 2024.]

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,693] [added: 1,764] locations in [removed: 40] [added: 43] states, the District of Columbia, and Guam, as of [removed: January 28, 2023.][added: February 3, 2024.]

We also operate [removed: 322] [added: 345] dd’s DISCOUNTS stores in [removed: 21] [added: 22] states as of [removed: January 28, 2023.][added: February 3, 2024.]

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

In fiscal [removed: 2022,] [added: 2023,] we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

Packaway accounted for approximately 40% of total inventories as of [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022.][added: 28, 2023.]

At the end of fiscal [removed: 2022,] [added: 2023,] we had over 900 merchants for Ross and dd’s DISCOUNTS combined.

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

We expect to [removed: continue to] make [removed: additional targeted] [added: continued] investments in our merchant organization to further develop our relationships with our manufacturers and vendors.

As of [removed: January 28, 2023,] [added: February 3, 2024,] we operated a total of [removed: 2,015] [added: 2,109] stores comprised of [removed: 1,693] [added: 1,764] Ross stores and [removed: 322] [added: 345] dd’s DISCOUNTS stores.

This includes a mix of [added: traditional and streaming] television, digital channels, [removed: radio,] and new store grand openings.

[removed: Within digital channels, we] [added: We] continue to [removed: grow] [added: shift] our [added: marketing and advertising to digital channels, including] social media, digital video, and digital [removed: audio presence] [added: audio,] to [removed: communicate our brand positions.][added: reflect changes in media consumption.]

[removed: The] [added: Our principal] trademarks [removed: for] [added: are] ROSS®, Ross Dress For Less®, and dd’s [removed: DISCOUNTS® have been] [added: DISCOUNTS®, which are] registered [removed: with] [added: in] the United States [removed: Patent] and [removed: Trademark Office.][added: in certain other countries.]

As of [removed: January 28, 2023,] [added: February 3, 2024,] we had approximately [removed: 101,000] [added: 108,000] total associates, which includes both full- and part-time associates in our stores, distribution centers, and buying and corporate offices.

[removed: The majority] [added: Approximately 85%] of these associates worked in our retail stores.

[removed: At Ross, we] [added: We] strive to do what is right for our associates, customers, and the communities we serve.

| Barbara Rentler | | | | | | [removed: 65] [added: 66] | | | | | | Chief Executive Officer | | |

| Michael J. Hartshorn | | | | | | [removed: 55] [added: 56] | | | | | | Group [removed: President and] [added: President,] Chief Operating Officer | | |

| Michael Kobayashi | | | | | | [removed: 58] [added: 59] | | | | | | [removed: President and] [added: President,] Chief Capability Officer | | |

| [removed: Brian Morrow] [added: Karen Fleming] | | | | | | [removed: 63] [added: 57] | | | | | | [removed: President and] [added: President,] Chief Merchandising [removed: Officer,] [added: Officer –] dd’s DISCOUNTS | | |

| Adam Orvos | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice [removed: President and] [added: President,] Chief Financial Officer | | |

Ms. Rentler has served as Chief Executive Officer and a member of the Board of Directors since [removed: 2014.][added: 2014 and as Vice Chair of the Board since 2021.]

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

Mr. Kobayashi has served as President and Chief Capability Officer since [removed: February] 2022.

[removed: Mr. Morrow] [added: Ms. Fleming] has served as President and Chief Merchandising [removed: Officer,] [added: Officer –] dd’s DISCOUNTS since [removed: December 2015.][added: April 2024.]

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

We refer to our fiscal year ended February 3, 2024 as fiscal 2023 which was a 53-week year.

We expect our rights in these trademarks to endure in locations where we use them for as long as our use continues.

At Ross, we value integrity, accountability, respect, learning, and humility.

| Michael Balmuth | | | | | | 73 | | | | | | Executive Chairman | | |

| Stephen Brinkley | | | | | | 50 | | | | | | President, Operations | | |

Mr. Balmuth has served as Executive Chairman since September 2023 and also rejoined our Board of Directors at that time.

Prior to rejoining the Board in 2023, Mr. Balmuth had served on the Board from 1996 to 2021.

Previously, he served as Strategic Advisor of the Company from 2021 to August 2023, Chairman of the Board and Senior Advisor from 2019 to 2021, and Executive Chairman from 2014 to 2019.

He was also Vice Chairman of the Board of Directors and Chief Executive Officer for 18 years from 1996 to 2014, during which time he also served as President from 2005 to 2009.

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

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

Previously, she served as Group Executive Vice President, Merchandising at dd’s DISCOUNTS since 2023 and Executive Vice President, Merchandising at dd’s DISCOUNTS since 2022.

Prior to this, Ms. Fleming served as Group Senior Vice President of Merchandising from 2018 to 2022 and Senior Vice President of Merchandising from 2015 to 2018.

Prior to that, she held various merchandising positions since joining the Company in 1999.

Mr. Brinkley has served as President, Operations since October 2023.

Prior to joining Ross, he served as President of SportChek, a subsidiary of Canadian Tire Corporation, since 2020 and as Senior Vice President, Stores from 2019 to 2020.

Previously, he held roles at Save A Lot Food Stores Ltd. as Executive Vice President and Chief Operating Officer from 2017 to 2019 and before that as Senior Vice President, Corporate Store Operations since 2017.

He also held several store and field management positions during his 14-year tenure at Target Corporation.

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.

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

Class/representative action litigation remains pending as of [removed: January 28, 2023.][added: February 3, 2024.]

| | | | | | | For the fiscal year ended [removed: January 28, 2023] [added: February 03, 2024] | | | | | |

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of July [removed: 30, 2022] [added: 29, 2023] was [removed: $27,695,651,182,] [added: $38,089,466,770,] based on the closing price on that date as reported by the [removed: NASDAQ] [added: Nasdaq] Global Select Market®.

The number of shares of Common Stock, $.01 par value, outstanding on March [removed: 6, 2023] [added: 11, 2024] was [removed: 342,048,439.][added: 335,174,141.]

Portions of the Proxy Statement for the Registrant’s [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed on or before [removed: May 28, 2023,] [added: June 3, 2024,] are incorporated herein by reference into Part III.

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| [PART [removed: IV](#i04118209534b4203a92cf13849680267_154)] [added: IV](#i8f81c031ba30404e8ad78a4bd65a04ce_154)] | | | | | | | | | | | | | | |

| [Item [removed: 15.](#i04118209534b4203a92cf13849680267_157)] [added: 15.](#i8f81c031ba30404e8ad78a4bd65a04ce_157)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i04118209534b4203a92cf13849680267_157)] [added: Schedules](#i8f81c031ba30404e8ad78a4bd65a04ce_157)] | | | | | | [removed: [58](#i04118209534b4203a92cf13849680267_157)] [added: [59](#i8f81c031ba30404e8ad78a4bd65a04ce_157)] | | |

| | | | | | | [removed: [Signatures](#i04118209534b4203a92cf13849680267_160)] [added: [Signatures](#i8f81c031ba30404e8ad78a4bd65a04ce_160)] | | | | | | [removed: [59](#i04118209534b4203a92cf13849680267_160)] [added: [60](#i8f81c031ba30404e8ad78a4bd65a04ce_160)] | | |

| | | | | | | [Index to [removed: Exhibits](#i04118209534b4203a92cf13849680267_163)] [added: Exhibits](#i8f81c031ba30404e8ad78a4bd65a04ce_163)] | | | | | | [removed: [61](#i04118209534b4203a92cf13849680267_163)] [added: [62](#i8f81c031ba30404e8ad78a4bd65a04ce_163)] | | |

| [PART I](#i8f81c031ba30404e8ad78a4bd65a04ce_10) | | | | | | | | | | | | | | |

| [Item 1C.](#i8f81c031ba30404e8ad78a4bd65a04ce_1585) | | | | | | [Cybersecurity](#i8f81c031ba30404e8ad78a4bd65a04ce_1585) | | | | | | [19](#i8f81c031ba30404e8ad78a4bd65a04ce_1585) | | |

| [PART II](#i8f81c031ba30404e8ad78a4bd65a04ce_31) | | | | | | | | | | | | | | |

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

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

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

RISK MANAGEMENT AND STRATEGY

We have a cybersecurity program that is intended to assess, identify, and manage material risks from cybersecurity threats to our business.

Our program includes policies and procedures for detection, assessment, response, mitigation, remediation, and reporting of cybersecurity incidents and threats.

Overall, our cybersecurity program is a strategic component of our company-wide risk management framework and activities.

Our cybersecurity program is led by our Information Technology (IT) team.

The IT team is principally responsible for developing, managing, and implementing our cybersecurity risk assessment processes, maintaining and implementing our incident response plans, selecting and implementing security controls, providing cybersecurity training, performing ongoing threat analysis, and responding to cybersecurity threats and incidents.

The cybersecurity program also draws upon a combination of industry frameworks, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework, that are designed to help companies measure their security posture, reduce cybersecurity risks, and provide guidance for implementing effective security controls.

Our risk management approach and processes for cybersecurity extend to assessing and managing risks from cybersecurity threats associated with our use of third-party service providers, by employing vetting processes, including the conducting of security assessments and monitoring activities, to verify that third-party service providers adhere to our policies and contractual requirements.

In addition, we engage and work with a range of third-party advisors, including cybersecurity consultants, legal counsel, and auditors, to help us assess, test, and otherwise assist in the development and review of our cybersecurity processes.

These relationships enable us to benefit from specialized knowledge and insights to help inform our cybersecurity strategies.

As of April 1, 2024, to our knowledge, our business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats or previously identified cybersecurity incidents, but there is no assurance that we will not be materially affected in the future by such risks or future incidents.

For more information on our cybersecurity related risks, see ITEM 1A.

RISK FACTORS.

GOVERNANCE

Our Board of Directors exercises general oversight of our risk management activities, including our cybersecurity program.

With respect to risks related to cybersecurity, our Board of Directors has delegated the primary oversight responsibility to the Audit Committee.

The Audit Committee, along with management, reports to the full Board of Directors on these matters throughout the year.

The Audit Committee receives quarterly cybersecurity reports and engages directly with our management team, including our Chief Capability Officer (CCO), Chief Information Officer (CIO) and Chief Information Security Officer (CISO), on cybersecurity risk management and related risk topics, including incident response and recovery protocols, associate trainings and awareness, recent Company and industry developments, and our related compliance programs and practices.

Our cybersecurity program and practices are also evaluated through various internal and third-party audits and assessments, with the results reported to the Audit Committee.

Our CIO and CISO are principally responsible for assessing and managing our material risks from cybersecurity threats, reporting to our CCO.

They lead efforts to prevent, identify, detect, mitigate, and remediate material cybersecurity risks and incidents through various means, including by receiving alerts and reports produced by security tools deployed in our IT systems.

Together, our CIO and CISO have decades of experience in cybersecurity and in retail, including leadership experience in cybersecurity risk management, incident response and recovery, compliance, governance, IT systems and technology, and overall cyber defense methodologies.

At [removed: January 28, 2023,] [added: February 3, 2024,] we operated a total of [removed: 2,015] [added: 2,109] stores, of which [removed: 1,693] [added: 1,764] were Ross stores in [removed: 40] [added: 43] states, the District of Columbia, and Guam, and [removed: 322] [added: 345] were dd’s DISCOUNTS stores in [removed: 21] [added: 22] states.

Nearly all [added: of] our stores are leased.

The following table summarizes the locations of our stores by state/territory as of [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022.][added: 28, 2023.]

| State/Territory | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | |

| Alabama | | | | | | [removed: 26] [added: 27] | | | | | | [removed: 25] [added: 26] | | |

| Arizona | | | | | | [removed: 84] [added: 89] | | | | | | [removed: 82] [added: 84] | | |

| California | | | | | | [removed: 452] [added: 463] | | | | | | [removed: 443] [added: 452] | | |

| Colorado | | | | | | [removed: 41] [added: 42] | | | | | | [removed: 39] [added: 41] | | |

| Florida | | | | | | [removed: 239] [added: 244] | | | | | | [removed: 231] [added: 239] | | |

| Georgia | | | | | | [removed: 66] [added: 70] | | | | | | [removed: 64] [added: 66] | | |

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

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

| Illinois | | | | | | [removed: 101] [added: 102] | | | | | | [removed: 94] [added: 101] | | |

| Indiana | | | | | | [removed: 31] [added: 33] | | | | | | [removed: 28] [added: 31] | | |

| Iowa | | | | | | [removed: 7] [added: 9] | | | | | | [removed: 6] [added: 7] | | |

| Kansas | | | | | | [removed: 14] [added: 15] | | | | | | [removed: 12] [added: 14] | | |

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

| Louisiana | | | | | | [removed: 21] [added: 24] | | | | | | 21 | | |

| Maryland | | | | | | [removed: 28] [added: 32] | | | | | | [removed: 27] [added: 28] | | |

| Mississippi | | | | | | [removed: 11] [added: 12] | | | | | | [removed: 9] [added: 11] | | |

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

| Nebraska | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 6] [added: 7] | | |

| Nevada | | | | | | [removed: 41] [added: 43] | | | | | | 41 | | |

| New Jersey | | | | | | [removed: 18] [added: 21] | | | | | | 18 | | |

| New Mexico | | | | | | [removed: 20] [added: 22] | | | | | | [removed: 18] [added: 20] | | |

| North Carolina | | | | | | [removed: 52] [added: 53] | | | | | | [removed: 49] [added: 52] | | |

| Ohio | | | | | | [removed: 22] [added: 25] | | | | | | [removed: 11] [added: 22] | | |

| Oklahoma | | | | | | [removed: 29] [added: 30] | | | | | | [removed: 28] [added: 29] | | |

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

| Pennsylvania | | | | | | [removed: 53] [added: 56] | | | | | | [removed: 51] [added: 53] | | |

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

| Tennessee | | | | | | [removed: 40] [added: 45] | | | | | | [removed: 39] [added: 40] | | |

| Texas | | | | | | [removed: 294] [added: 304] | | | | | | [removed: 277] [added: 294] | | |

| Utah | | | | | | [removed: 26] [added: 27] | | | | | | [removed: 24] [added: 26] | | |

| Virginia | | | | | | [removed: 42] [added: 43] | | | | | | [removed: 41] [added: 42] | | |

| Washington | | | | | | [removed: 45] [added: 48] | | | | | | 45 | | |

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

| Wisconsin | | | | | | [removed: 24] [added: 28] | | | | | | [removed: 21] [added: 24] | | |

| Total | | | | | | [removed: 2,015] [added: 2,109] | | | | | | [removed: 1,923] [added: 2,015] | | |

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

| Michigan | | | | | | 8 | | | | | | — | | |

| Minnesota | | | | | | 1 | | | | | | — | | |

| New York | | | | | | 4 | | | | | | — | | |

| | | | 2 Our New York buying office building is subject to a 99-year ground lease. | | | | | | | | | | | | | | | | | | | | | | | |

The weighted-average unexpired current lease term of our leased stores is approximately six years or approximately 19 years if renewal options are included.

Square footage information for office space represents total space owned and leased.

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

There were [removed: 1,217] [added: 1,234] stockholders of record as of March [removed: 6, 2023] [added: 11, 2024,] and the closing stock price on that date was [removed: $112.40] [added: $145.87] per share.

Cash dividends. On [removed: February 28, 2023,] [added: March 5, 2024,] our Board of Directors declared a quarterly cash dividend of [removed: $0.335] [added: $0.3675] per common share, payable on March [removed: 31, 2023.][added: 29, 2024.]

Our Board of Directors declared [added: a] cash [removed: dividends] [added: dividend] of [removed: $0.310] [added: $0.3100] per common share in March, May, August, and November 2022.

Our Board of Directors declared [removed: a] cash [removed: dividend] [added: dividends] of [removed: $0.285] [added: $0.3350] per common share in [removed: March,] [added: February,] May, August, and November [removed: 2021.][added: 2023.]

Issuer purchases of equity securities. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2022] [added: 2023] is as follows:

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

| ¹ We [removed: acquired 29,327] [added: did not acquire any] shares of treasury stock during the quarter ended [removed: January 28, 2023.] [added: February 3, 2024.] Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. [removed: All remaining shares were repurchased under our publicly announced stock repurchase program.] | | |

In March [removed: 2022,] [added: 2024,] our Board of Directors approved a new two-year program to repurchase up to [removed: $1.9] [added: $2.1] billion of our common stock through fiscal [removed: 2023.][added: 2025.]

The following information in this Item 5 shall not be deemed filed for purposes of Section 18 of the Securities [added: Exchange] Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

[removed: ][added: ]

| Company/Index | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| | | | (10/29/2023 - 11/25/2023) | | | | | | 461,842 | | | | | | $122.54 | | | | | | 461,842 | | | | | | $190,000 | | | | | | | | |

| | | | (11/26/2023 - 12/30/2023) | | | | | | 723,609 | | | | | | $134.08 | | | | | | 723,609 | | | | | | $92,980 | | | | | | | | |

| | | | (12/31/2023 - 02/03/2024) | | | | | | 672,906 | | | | | | $138.18 | | | | | | 672,906 | | | | | | $0 | | | | | | | | |

| | | | Total | | | | | | 1,858,357 | | | | | | $132.70 | | | | | | 1,858,357 | | | | | | $0 | | | | | | | | |

| | | |

| Ross Stores, Inc. | | | | | | 100 | | | | | | 124 | | | | | | 123 | | | | | | 107 | | | | | | 135 | | | | | | 164 | | |

| S&P 500 Index | | | | | | 100 | | | | | | 122 | | | | | | 143 | | | | | | 176 | | | | | | 161 | | | | | | 195 | | |

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 111 | | | | | | 119 | | | | | | 132 | | | | | | 144 | | | | | | 161 | | |

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

This new program 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).

| 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 | | |

| | | | | | | [removed: Year] [added: Fiscal Year] Ended | | | | | | [removed: Year Ended] | | | | | | [removed: Year Ended] | | |

| ($000, except per share data) | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | |

| Sales | | | | | | $ | [removed: 18,695,829] [added: 20,376,941] | | | | | $ | [removed: 18,916,244] [added: 18,695,829] | | | | | $ | [removed: 12,531,565] [added: 18,916,244] | |

| Cost of goods sold | | | | | | [removed: 13,946,230] [added: 14,801,601] | | | | | | [removed: 13,708,907] [added: 13,946,230] | | | | | | [removed: 9,838,574] [added: 13,708,907] | | |

| Selling, general and administrative | | | | | | [removed: 2,759,268] [added: 3,267,677] | | | | | | [removed: 2,874,469] [added: 2,759,268] | | | | | | [removed: 2,503,281] [added: 2,874,469] | | |

| Interest [added: (income)] expense, net | | | | | | [removed: 2,842] [added: (164,118)] | | | | | | [removed: 74,328] [added: 2,842] | | | | | | [removed: 83,413] [added: 74,328] | | |

| Total costs and expenses | | | | | | [removed: 16,708,340] [added: 17,905,160] | | | | | | [removed: 16,657,704] [added: 16,708,340] | | | | | | [removed: 12,425,268] [added: 16,657,704] | | |

| Earnings before taxes | | | | | | [removed: 1,987,489] [added: 2,471,781] | | | | | | [removed: 2,258,540] [added: 1,987,489] | | | | | | [removed: 106,297] [added: 2,258,540] | | |

| Provision for taxes on earnings | | | | | | [removed: 475,448] [added: 597,261] | | | | | | [removed: 535,951] [added: 475,448] | | | | | | [removed: 20,915] [added: 535,951] | | |

| Net earnings | | | | | | $ | [removed: 1,512,041] [added: 1,874,520] | | | | | $ | [removed: 1,722,589] [added: 1,512,041] | | | | | $ | [removed: 85,382] [added: 1,722,589] | |

| Basic | | | | | | $ | [removed: 4.40] [added: 5.59] | | | | | $ | [removed: 4.90] [added: 4.40] | | | | | $ | [removed: 0.24] [added: 4.90] | |

| Diluted | | | | | | $ | [removed: 4.38] [added: 5.56] | | | | | $ | [removed: 4.87] [added: 4.38] | | | | | $ | [removed: 0.24] [added: 4.87] | |

| Basic | | | | | | [removed: 343,452] [added: 335,187] | | | | | | [removed: 351,496] [added: 343,452] | | | | | | [removed: 352,392] [added: 351,496] | | |

| Diluted | | | | | | [removed: 345,222] [added: 337,433] | | | | | | [removed: 353,734] [added: 345,222] | | | | | | [removed: 354,619] [added: 353,734] | | |

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

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

| Comprehensive income | | | | | | $ | [removed: 1,512,041] [added: 1,874,520] | | | | | $ | [removed: 1,722,589] [added: 1,512,041] | | | | | $ | [removed: 85,382] [added: 1,722,589] | |

| ($000, except share data) | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | |

| Cash and cash equivalents | | | [added: | | |] $ | [removed: 4,551,876] [added: 4,872,446] | | | | | $ | [removed: 4,922,365] [added: 4,551,876] | | | | | [added: $ | 4,922,365 | |]

| Accounts receivable | | | [removed: 145,694] [added: 130,766] | | | | | | [removed: 119,247] [added: 145,694] | | | | | |

| Merchandise inventory | | | [removed: 2,023,495] [added: 2,192,220] | | | | | | [removed: 2,262,273] [added: 2,023,495] | | | | | |

| Prepaid expenses and other | | | [removed: 183,654] [added: 202,706] | | | | | | [removed: 169,291] [added: 183,654] | | | | | |

| Total current assets | | | [removed: 6,904,719] [added: 7,398,138] | | | | | | [removed: 7,473,176] [added: 6,904,719] | | | | | |

| Land and buildings | | | [removed: 1,495,006] [added: 1,486,557] | | | | | | [removed: 1,240,246] [added: 1,495,006] | | | | | |

| Fixtures and equipment | | | [removed: 3,961,733] [added: 4,220,221] | | | | | | [removed: 3,425,762] [added: 3,961,733] | | | | | |

| Leasehold improvements | | | [removed: 1,433,647] [added: 1,577,102] | | | | | | [removed: 1,332,687] [added: 1,433,647] | | | | | |

| Construction-in-progress | | | [removed: 319,319] [added: 628,730] | | | | | | [removed: 574,333] [added: 319,319] | | | | | |

| Less accumulated depreciation and amortization | | | [removed: 4,028,178] [added: 4,380,709] | | | | | | [removed: 3,674,501] [added: 4,028,178] | | | | | |

| Property and equipment, net | | | [removed: 3,181,527] [added: 3,531,901] | | | | | | [removed: 2,898,527] [added: 3,181,527] | | | | | |

| Operating lease assets | | | [removed: 3,098,134] [added: 3,126,841] | | | | | | [removed: 3,027,272] [added: 3,098,134] | | | | | |

| Other long-term assets | | | [removed: 232,083] [added: 243,229] | | | | | | [removed: 241,281] [added: 232,083] | | | | | |

| Total assets | | | $ | [removed: 13,416,463] [added: 14,300,109] | | | | | $ | [removed: 13,640,256] [added: 13,416,463] | | | | |

| Accounts payable | | | $ | [removed: 2,009,924] [added: 1,955,850] | | | | | $ | [removed: 2,372,302] [added: 2,009,924] | | | | |

| Accrued expenses and other | | | [removed: 638,561] [added: 671,867] | | | | | | [removed: 613,089] [added: 638,561] | | | | | |

| Current operating lease liabilities | | | [removed: 655,976] [added: 683,625] | | | | | | [removed: 630,517] [added: 655,976] | | | | | |

| Accrued payroll and benefits | | | [removed: 279,710] [added: 548,371] | | | | | | [removed: 588,772] [added: 279,710] | | | | | |

| Income taxes payable | | | [removed: 52,075] [added: 76,370] | | | | | | [removed: 10,249] [added: 52,075] | | | | | |

| Total current liabilities | | | [removed: 3,636,246] [added: 4,185,796] | | | | | | [removed: 4,214,929] [added: 3,636,246] | | | | | |

| Long-term debt | | | [removed: 2,456,510] [added: 2,211,017] | | | | | | [removed: 2,452,325] [added: 2,456,510] | | | | | |

| Non-current operating lease liabilities | | | [removed: 2,593,961] [added: 2,603,349] | | | | | | [removed: 2,539,297] [added: 2,593,961] | | | | | |

| | | | | | | Fiscal Year Ended | | | | | | | | | | | | | | |

| ($000) | | | | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | January 29, 2022 | | |

| Net earnings | | | | | | $ | 1,874,520 | | | | | $ | 1,512,041 | | | | | $ | 1,722,589 | |

| | | | 7,912,610 | | | | | | 7,209,705 | | | | | |

| Current portion of long-term debt | | | 249,713 | | | | | | — | | | | | |

| Common stock repurchased, inclusive of excise tax | | | | | | (8,243) | | | | | | (83) | | | | | | (38,007) | | | | | | — | | | | | | | | | | | | (920,695) | | | | | | (958,785) | | |

| Balance at February 3, 2024 | | | | | | 335,172 | | | | | | $ | 3,352 | | | | | $ | 1,952,625 | | | | | $ | (633,318) | | | | | | | | | | | $ | 3,548,667 | | | | | $ | 4,871,326 | |

| | | | | | | Fiscal Year Ended | | | | | | | | | | | | | | |

| ($000) | | | | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | January 29, 2022 | | |

| Net earnings | | | | | | $ | 1,874,520 | | | | | $ | 1,512,041 | | | | | $ | 1,722,589 | |

The fiscal year ended February 3, 2024, is referred to as fiscal 2023 which was a 53-week year.

The Company identifies its operating segments according to how the business activities are managed and evaluated.

As of February 3, 2024, the Company identified two operating segments; Ross and dd’s DISCOUNTS.

The Company determined that the two operating segments share similar economic and other qualitative characteristics and are therefore aggregated into one reportable segment.

Supply chain finance program. The Company facilitates a voluntary supply chain finance program (the “program”) to provide certain suppliers with the opportunity to sell their receivables due from the Company to participating financial institutions at the sole discretion of both the suppliers and the financial institutions.

A third-party bank administers the program.

The Company’s responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier sells its receivable to a financial institution.

The Company is not a party to the agreements between the participating financial institutions and the suppliers in connection with the program and receives no financial incentives from the suppliers or the financial institutions.

No guarantees are provided by the Company under the program and the Company’s rights and obligations to its suppliers are not affected by the program.

The range of payment terms negotiated with a supplier is consistent, irrespective of whether a supplier participates in the program.

All outstanding payments owed under the program are recorded within Accounts payable in the Consolidated Balance Sheets.

The Company accounts for all payments made under the program as a reduction to operating cash flows in Accounts payable within the Consolidated Statements of Cash Flows.

The amounts owed to participating financial institutions under the program and included in Accounts payable were $146.9 million and $119.2 million as of February 3, 2024 and January 28, 2023, respectively.

| ($000) | | | | | | 2023 | | | | | | 2022 | | |

| ($000) | | | | | | 2023 | | | | | | 2022 | | |

| Shares | | | | | | 335,187 | | | | | | 2,246 | | | | | | 337,433 | | |

| Amount | | | | | | $ | 5.59 | | | | | $ | (0.03) | | | | | $ | 5.56 | |

The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures.

It requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation and the amount of income taxes paid as well as additional income tax related amounts.

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

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.* The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

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

| ($000) | | | | | | | | | | | | 2023 | | | | | | 2022 | | |

| ($000) | | | 2023 | | | | | | 2022 | | |

| Nonqualified deferred compensation program (Level 1) | | | $ | 165,582 | | | | | $ | 155,496 | |

| Total | | | $ | 145,490 | | | | | $ | 121,936 | | | | | $ | 134,217 | |

| ($000) | | | | | | 2023 | | | | | | 2022 | | |

| Less: current portion | | | | | | $ | 249,713 | | | | | $ | — | |

| Total due beyond one year | | | | | | $ | 2,211,017 | | | | | $ | 2,456,510 | |

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

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

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

| Balance at February 1, 2020 | | | | | | 356,775 | | | | | | $ | 3,568 | | | | | $ | 1,458,307 | | | | | $ | (433,328) | | | | | | | | | | | $ | 2,330,702 | | | | | $ | 3,359,249 | |

| Common stock repurchased | | | | | | (1,171) | | | | | | (12) | | | | | | (3,576) | | | | | | — | | | | | | | | | | | | (128,879) | | | | | | (132,467) | | |

| Loss on early extinguishment of debt | | | | | | — | | | | | | — | | | | | | 239,953 | | |

| Net proceeds from issuance of short-term debt | | | | | | — | | | | | | — | | | | | | 805,601 | | |

| Payments of short-term debt | | | | | | — | | | | | | — | | | | | | (805,601) | | |

| Net proceeds from issuance of long-term debt | | | | | | — | | | | | | — | | | | | | 2,965,115 | | |

| Payments of debt extinguishment and debt issuance costs | | | | | | — | | | | | | — | | | | | | (232,688) | | |

The Company had no restricted investments as of January 28, 2023, January 29, 2022, and January 30, 2021.

The Company recognizes

For periods of net loss, basic and diluted EPS are the same as the effect of the assumed vesting of restricted stock, restricted stock units, and performance share awards are anti-dilutive.

| 2020 | | | | | | | | | | | | | | | | | | | | |

| Shares | | | | | | 352,392 | | | | | | 2,227 | | | | | | 354,619 | | |

| Amount | | | | | | $ | 0.24 | | | | | $ | — | | | | | $ | 0.24 | |

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.

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

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

ASU 2019-12 eliminates certain exceptions in ASC 740 related to the methodology for calculating income taxes in an interim period.

It also clarifies and simplifies other aspects of the accounting for income taxes.

The amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

Early adoption is permitted, including adoption in any interim period.

The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods.

The adoption of this standard did not have a material impact on the Company’s fiscal 2020 results.

| Level 1 | | | $ | 155,496 | | | | | $ | 163,891 | |

| Interest expense on short-term debt | | | | | | — | | | | | | — | | | | | | 7,863 | | |

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

The 2022 Credit Facility replaced the Company’s previous $800 million unsecured revolving credit facility, which was entered into in July 2019 (the “Prior Credit Facility”).

The

As of January 28, 2023, the Company was in compliance with this financial covenant.

In March 2020, the Company borrowed $800 million, available under its Prior Credit Facility.

Interest on the loan was based on LIBOR plus 0.875% (or 1.76%).

In October 2020, the Company repaid in full the amount it had borrowed under the Prior Credit Facility.

The Company has also used standby letters of credit outside of its revolving credit facility to collateralize some of its trade payable obligations.

Trade letters of credit. The Company had $7.6 million and $19.3 million in trade letters of credit outstanding at January 28, 2023 and January 29, 2022, respectively.

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

| 2024 | | | 696,514 | | |

| 2025 | | | 591,229 | | |

| 2026 | | | 476,484 | | |

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 (“COSO”) as set forth in *Internal Control — Integrated [removed: Framework (2013)*.][added: Framework* (2013).]

Based on our evaluation under the framework in *Internal Control — Integrated [removed: Framework (2013)*,] [added: Framework* (2013),] our management concluded that our internal control over financial reporting was effective as of [removed: January 28, 2023.][added: February 3, 2024.]

Our internal control over financial reporting as of [removed: January 28, 2023] [added: February 3, 2024] 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 [removed: March 27, 2023,] [added: April 1, 2024,] 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: 2022] [added: 2023] 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 section entitled “Executive Officers of the Registrant” at the end of Item I of this report; and to the section of the Ross Stores, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on Wednesday, May [removed: 17, 2023] [added: 22, 2024] (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 “Delinquent Section 16(a) 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.

Equity compensation plan information. The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of [removed: January 28, 2023:][added: February 3, 2024:]

| Shares in (000s) | | | | | | (a) Number of securities to be issued upon exercise of outstanding options and rights | | | | | | (b) Weighted-average exercise price per share of outstanding options and rights | | | | | | (c) Number of securities remaining available for future issuance (excluding securities reflected in column [removed: (a))1] [added: (a))] | | | | | |

| approved by security holders | | | | | | [removed: —] [added: 719] | | | | | | — | | | | | | [removed: 12,806] [added: 11,426] | | | [removed: 2] [added: 1] | | |

| [removed: 2] [added: 1] Includes [removed: 3.9] [added: 3.6] million shares reserved for issuance under the Employee Stock Purchase Plan and [removed: 8.9] [added: 7.8] million shares reserved for issuance under the 2017 Equity Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | 719 | | | | | | — | | | | | | 11,426 | | | | | |

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

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

| 1 After approval by stockholders of the 2017 Equity Incentive Plan in May 2017, any shares remaining available for grant in the share reserves of the 2008 Equity Incentive Plan were automatically canceled. | | | | | | | | | | | | | | | | | | | | | | | |

Consolidated Statements of Earnings for the years ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021.][added: 29, 2022.]

Consolidated Statements of Comprehensive Income for the years ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021.][added: 29, 2022.]

Consolidated Balance Sheets at [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022.][added: 28, 2023.]

Consolidated Statements of Stockholders’ Equity for the years ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021.][added: 29, 2022.]

Consolidated Statements of Cash Flows for the years ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021.][added: 29, 2022.]

| Date: | | | [removed: March 27, 2023] [added: April 1, 2024] | | | | | | Barbara Rentler | | |

| /s/Barbara Rentler | | | | | | Chief Executive Officer, Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Adam Orvos | | | | | | Executive Vice President and Chief Financial Officer | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Jeffrey P. Burrill | | | | | | Senior Vice President, Chief Accounting Officer and | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/K. Gunnar Bjorklund | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Michael J. Bush | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Edward G. Cannizzaro | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Sharon D. Garrett | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Michael J. Hartshorn | | | | | | Group President and Chief Operating Officer, Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Stephen D. Milligan | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Patricia H. Mueller | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/George P. Orban | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Larree M. Renda | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| /s/Doniel N. Sutton | | | | | | Director | | | | | | [removed: March 27, 2023] [added: April 1, 2024] | | |

| 3.1 | | | [Certificate of Incorporation of Ross Stores, Inc. as amended (Corrected First Restated Certificate of Incorporation, dated March 17, 1999, together with amendments thereto through Amendment of Certificate of Incorporation dated May 29, 2015) incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/745732/000074573215000022/exhibit31certificateofamen.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/745732/000074573215000022/exhibit31certificateofamen.htm)] | | |

| 3.2 | | | [Amended and Restated Bylaws of Ross Stores, Inc. (as amended March 8, [removed: 20](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm)[23](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm)[) i](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm)[ncorporated] [added: 2023) incorporated] by reference to [removed: E](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm)[xhibit](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm) [3.2](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm) [to the](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm) [Form] [added: Exhibit 3.2 to the Form] 8-K filed by Ross Stores, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm) [on March](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm) [1](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm)[4](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm)[,] [added: Inc. on March 14,] 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000010/rossstores-amendedandres.htm) | | |

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

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

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

| 10.1 | | | [Credit Agreement 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 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: 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] [added: ende](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm)[d April] 30, 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) | | |

| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.2 - [removed: 10.23)] [added: 10.31)] | | | | | |

| 10.2 | | | [Form of Indemnity Agreement for Directors and Executive Officers, incorporated by reference to Exhibit 10.26 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/745732/000074573213000006/exhibit1026rosstemplateind.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/745732/000074573213000006/exhibit1026rosstemplateind.htm)] | | |

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

| 10.5 | | | [Ross Stores, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 99 to the Registration Statement on Form S-8 filed by Ross Stores, Inc. on May 17, 2017 (Registration No. [removed: 333-218052).](http://www.sec.gov/Archives/edgar/data/745732/000074573217000017/exhibit99rossstoresinc2017.htm)] [added: 333-218052).](https://www.sec.gov/Archives/edgar/data/745732/000074573217000017/exhibit99rossstoresinc2017.htm)] | | |

| 10.7 | | | [Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 29, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/745732/000074573217000030/exhibit104formofrestricted.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000030/exhibit104formofrestricted.htm)] | | |

| 10.8 | | | [Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit101formofrestricted.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit101formofrestricted.htm)] | | |

| 10.9 | | | [Form of Restricted Stock Agreement for Nonemployee Director, incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 29, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/745732/000074573217000030/exhibit105formofrestricted.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000030/exhibit105formofrestricted.htm)] | | |

| 10.10 | | | [Form of Performance Shares Grant Agreement, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit102formofperformanc.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit102formofperformanc.htm)] | | |

| 10.11 | | | [Ross Stores, Inc. Notice of Grant of Performance Shares, incorporated by reference to Exhibit 10.1 [removed: to](https://www.sec.gov/Archives/edgar/data/0000745732/000074573221000052/a6242021fy21psagrantnotice.htm) [](https://www.sec.gov/Archives/edgar/data/0000745732/000074573221000052/a6242021fy21psagrantnotice.htm)[the] [added: to the] Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 31, 2021.](https://www.sec.gov/Archives/edgar/data/0000745732/000074573221000052/a6242021fy21psagrantnotice.htm) | | |

| 10.12 | | | [Forms of Executive Employment Agreement for Executive Officers, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 4, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/745732/000074573219000030/exhibit101formsofexecutive.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/745732/000074573219000030/exhibit101formsofexecutive.htm)] | | |

| 10.17 | | | [Form of Executive Employment Agreement for Executive Officers (CA), incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatecaexecutiveem.htm) [April 30](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatecaexecutiveem.htm)[,] [added: ended April 30,] 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatecaexecutiveem.htm) | | |

| 10.18 | | | [Form of Executive Employment Agreement for Executive Officers (NON-CA), incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm) [Apri](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm)[l 30](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm)[, 202](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm)[2](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm)] [added: ended April 30, 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm)] | | |

| [removed: 10.19] [added: 10.30] | | | [Employment Agreement effective [removed: March 16, 2021] [added: June 19, 2023] between Barbara Rentler and Ross [removed: Stores, Inc., incorporated] [added: Stores](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm)[,](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm)[,](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm) [](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm)[incorporated] by reference to Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm)[1](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm) [to] the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ended May 1, 2021.](https://www.sec.gov/Archives/edgar/data/0000745732/000074573221000041/rentlerexecutivecontract.htm)] [added: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm) [July 29, 2023](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000059/rentlerbarbara-2023execemp.htm)] | | |

| [removed: 10.20] [added: 10.21] | | | [Employment Agreement effective [removed: October] [added: June] 1, [removed: 2021] [added: 2012] between [removed: Adam Orvos] [added: Michael Balmuth] and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October [removed: 30, 2021.](https://www.sec.gov/Archives/edgar/data/745732/000074573221000058/orvos_a-execcontract9202021.htm)] [added: 27, 2012.](https://www.sec.gov/Archives/edgar/data/745732/000144530512003795/exhibit101balmuth-2012empl.htm)] | | |

| [removed: 10.21] [added: 10.28] | | | [Employment Agreement [removed: effective](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm) [March] [added: effective March] 16, [removed: 2022](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm) [between](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm) [Michael Hartshorn](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm) [and] [added: 2023 between Michael Hartshorn and] Ross Stores, Inc., incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm)[3](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm) [to] [added: 10.4 to] the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm) [April 30, 20](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm)[22](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/hartshorn_m-executivecontr.htm)] [added: ended April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/hartshornmichael-contract.htm)] | | |

| /s/Michael Balmuth | | | | | | Executive Chairman, Director | | | | | | April 1, 2024 | | |

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

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

| 10.19 | | | [Form of Executive Employment Agreement for Executive Officers (CA), incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm) [29](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)[, 202](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)[3](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm) | | |

| 10.20 | | | [Form of Executive Employment Agreement for Executive Officers (NON-CA), incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm)[2](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm) [to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm) | | |

| 10.22 | | | [Second Amendment to Employment Agreement effective January 1, 2016 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.49 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2016.](https://www.sec.gov/Archives/edgar/data/745732/000074573216000037/exhibit1049balmuth-seconda.htm) | | |

| 10.25 | | | [Eighth Amendment to the Employment Agreement effective September 24, 2020 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm) | | |

| 10.26 | | | [Ninth Amendment to Employment Agreement](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [effective](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [May 2, 2022](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [between Michael Balmuth and Ross Stores, Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[, incorporated by reference to Exhibit 10.6 to th](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[e Form 10](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[\-Q filed by Ross Stores, Inc. for it](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[s quarter ended](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [October 28, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) | | |

| 10.27 | | | [Tenth Amendment to Employment Agreement effective August](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm) [2](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm)[9, 2023 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for it](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm)[s quarter ended October 28, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm) | | |

| 10.29 | | | [Employment Agreement effective March 16, 2023 between Adam Orvos and Ross Stores, Inc., incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/orvosadam-contract.htm) | | |

| 10.31 | | | [Employment Agreement effective](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/brinkleystephen-contract.htm) [Sept](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/brinkleystephen-contract.htm)[ember 29, 2023](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/brinkleystephen-contract.htm) [between](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/brinkleystephen-contract.htm) [Stephen Brinkley](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/brinkleystephen-contract.htm) [and Ross Stores, Inc](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/brinkleystephen-contract.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/brinkleystephen-contract.htm) | | |

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| 97.1 | | | [Ross Stores, Inc. Policy for Recovery of Erroneously Awarded Incentive Compensation, adopted November 5, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000009/rossstoresincclawbackpolic.htm) | | |