|
|
(Mark one)
|
X
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended February 2, 2013
|
|
|
or
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from ________ to ________
|
Delaware
|
|
94-1390387
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
||
4440 Rosewood Drive, Pleasanton, California
|
|
94588-3050
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
||
Registrant's telephone number, including area code
|
|
(925) 965-4400
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $.01
|
|
Nasdaq Global Select Market
|
•
|
An increase in the level of competitive pressures in the apparel or home-related merchandise retailing industry.
|
•
|
Changes in the level of consumer spending on or preferences for apparel or home-related merchandise.
|
•
|
The impacts from the macro-economic environment and financial and credit markets that affect consumer disposable income and consumer confidence, including but not limited to interest rates, recession, inflation, deflation, energy costs, tax rates and policy, unemployment trends, and fluctuating commodity costs.
|
•
|
Changes in geopolitical and geoeconomic conditions.
|
•
|
Unseasonable weather trends that could affect consumer demand for seasonal apparel and apparel-related products.
|
•
|
Changes in the availability, quantity, or quality of attractive brand name merchandise at desirable discounts that could impact our ability to purchase product and continue to offer customers a wide assortment of merchandise at competitive prices.
|
•
|
Potential disruptions in the supply chain or in information systems that could impact our ability to deliver product to our stores in a timely and cost-effective manner.
|
•
|
A change in the availability, quality, or cost of new store real estate locations.
|
•
|
A downturn in the economy or a natural disaster in California or in another region where we have a concentration of stores or a distribution center. Our corporate headquarters, Los Angeles buying office, two distribution centers, one warehouse, and
25%
of our stores are located in California.
|
•
|
Attract and retain personnel with the retail talent necessary to execute our strategies.
|
•
|
Effectively operate and continually upgrade our various supply chain, store, core merchandising, and other information systems.
|
•
|
Improve our merchandising and transaction processing capabilities through implementation of new processes and systems enhancements.
|
•
|
Manage our planned data center and headquarters moves without disruption or unanticipated cost.
|
•
|
Improve new store sales and profitability, especially in newer regions and markets.
|
•
|
Add capacity to our existing distribution centers, find new distribution center sites, and build out planned additional distribution centers timely and cost effectively.
|
•
|
Achieve and maintain targeted levels of productivity and efficiency in our existing and future new distribution centers.
|
•
|
Lease or acquire acceptable new store sites with favorable demographics and long-term financial returns.
|
•
|
Identify and successfully enter new geographic markets.
|
•
|
Achieve planned gross margins by effectively managing inventories, markdowns, and inventory shortage.
|
•
|
Effectively manage all operating costs of the business, the largest of which are payroll and benefit costs for store and distribution center employees.
|
State/Territory
|
|
February 2, 2013
|
|
|
January 28, 2012
|
|
Alabama
|
|
20
|
|
18
|
||
Arizona
|
|
64
|
|
59
|
||
Arkansas
|
|
4
|
|
2
|
||
California
|
|
304
|
|
290
|
||
Colorado
|
|
29
|
|
29
|
||
Delaware
|
|
1
|
|
1
|
||
District of Columbia
|
|
1
|
|
1
|
||
Florida
|
|
145
|
|
138
|
||
Georgia
|
|
48
|
|
46
|
||
Guam
|
|
1
|
|
1
|
||
Hawaii
|
|
13
|
|
13
|
||
Idaho
|
|
10
|
|
9
|
||
Illinois
|
|
23
|
|
12
|
||
Indiana
|
|
1
|
|
|
—
|
|
Kansas
|
|
2
|
|
|
—
|
|
Kentucky
|
|
2
|
|
|
—
|
|
Louisiana
|
|
12
|
|
12
|
||
Maryland
|
|
20
|
|
19
|
||
Mississippi
|
|
5
|
|
5
|
||
Missouri
|
|
8
|
|
—
|
|
|
Montana
|
|
6
|
|
6
|
||
Nevada
|
|
28
|
|
26
|
||
New Jersey
|
|
11
|
|
10
|
||
New Mexico
|
|
8
|
|
8
|
||
North Carolina
|
|
34
|
|
33
|
||
Oklahoma
|
|
19
|
|
19
|
||
Oregon
|
|
26
|
|
26
|
||
Pennsylvania
|
|
40
|
|
37
|
||
South Carolina
|
|
20
|
|
20
|
||
Tennessee
|
|
26
|
|
25
|
||
Texas
|
|
180
|
|
173
|
||
Utah
|
|
15
|
|
15
|
||
Virginia
|
|
33
|
|
33
|
||
Washington
|
|
38
|
|
37
|
||
Wyoming
|
|
2
|
|
2
|
||
Total
|
|
1,199
|
|
|
1,125
|
|
Location
|
|
Approximate Square Footage
|
|
Own / Lease
|
Distribution centers
|
|
|
|
|
Carlisle, Pennsylvania
|
|
425,000
|
|
Own
|
Fort Mill, South Carolina
|
|
1,300,000
|
|
Own
|
Moreno Valley, California
|
|
1,300,000
|
|
Own
|
Perris, California
|
|
1,300,000
|
|
Lease
|
|
|
|
|
|
Warehouses
|
|
|
|
|
Carlisle, Pennsylvania
|
|
239,000
|
|
Lease
|
Carlisle, Pennsylvania
|
|
246,000
|
|
Lease
|
Fort Mill, South Carolina
|
|
423,000
|
|
Own
|
Fort Mill, South Carolina
|
|
255,000
|
|
Lease
|
Riverside, California
|
|
449,000
|
|
Own
|
|
|
|
|
|
Office space
|
|
|
|
|
Los Angeles, California
|
|
52,000
|
|
Lease
|
New York City, New York
|
|
265,000
|
|
Lease
|
Pleasanton, California
|
|
192,000
|
|
Lease
|
|
|
|
|
|
Name
|
|
Age
|
|
|
Position
|
Michael Balmuth
|
|
62
|
|
|
Vice Chairman and Chief Executive Officer
|
Douglas Baker
|
|
54
|
|
|
President and Chief Merchandising Officer, dd’s DISCOUNTS
|
James S. Fassio
|
|
58
|
|
|
President and Chief Development Officer
|
Michael O’Sullivan
|
|
49
|
|
|
President and Chief Operating Officer
|
Barbara Rentler
|
|
55
|
|
|
President and Chief Merchandising Officer, Ross Dress for Less
|
Lisa Panattoni
|
|
50
|
|
|
Group Executive Vice President, Merchandising
|
John G. Call
|
|
54
|
|
|
Group Senior Vice President, Chief Financial Officer and Corporate Secretary
|
|
Period
|
|
Total number
of shares
(or units) purchased
¹
|
|
|
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)
|
|
|
|
November
|
|
|
|
|
|
|
|
|
|
|||
|
(10/28/2012 - 11/24/2012)
|
|
358,186
|
|
|
$56.15
|
|
358,186
|
|
|
$95,500
|
|
|
|
December
|
|
|
|
|
|
|
|
|
|
|||
|
(11/25/2012 - 12/29/2012)
|
|
879,292
|
|
|
$54.39
|
|
878,289
|
|
|
$47,800
|
|
|
|
January
|
|
|
|
|
|
|
|
|
|
|||
|
(12/30/2012 - 02/02/2013)
|
|
827,671
|
|
|
$58.51
|
|
816,163
|
|
|
—
|
|
|
|
Total
|
|
2,065,149
|
|
|
$56.35
|
|
2,052,638
|
|
|
$1,100,000
|
²
|
1
|
We acquired 12,511 shares of treasury stock during the quarter ended February 2, 2013. Treasury stock includes shares purchased from employees for tax withholding purposes related to vesting of restricted stock grants. All remaining shares were repurchased under our publicly announced stock repurchase program.
|
2
|
In January 2013, our Board of Directors approved a two-year $1.1 billion stock repurchase program for fiscal 2013 and 2014.
|
|
|
|
|
Indexed Returns for Years Ended
|
||||||||||||||
|
|
Base Period
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company / Index
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Ross Stores, Inc.
|
|
100
|
|
|
100
|
|
|
157
|
|
|
227
|
|
|
358
|
|
|
420
|
|
S&P 500 Index
|
|
100
|
|
|
61
|
|
|
82
|
|
|
100
|
|
|
104
|
|
|
122
|
|
S&P Retailing Group
|
|
100
|
|
|
65
|
|
|
103
|
|
|
134
|
|
|
155
|
|
|
197
|
|
($000, except per share data)
|
|
2012¹
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
646,761
|
|
|
$
|
649,835
|
|
|
$
|
833,924
|
|
|
$
|
768,343
|
|
|
$
|
321,355
|
|
Merchandise inventory
|
|
1,209,237
|
|
|
1,130,070
|
|
|
1,086,917
|
|
|
872,498
|
|
|
881,058
|
|
|||||
Property and equipment, net
|
|
1,493,284
|
|
|
1,241,722
|
|
|
983,776
|
|
|
942,999
|
|
|
951,656
|
|
|||||
Total assets
|
|
3,670,561
|
|
|
3,301,209
|
|
|
3,116,204
|
|
|
2,768,633
|
|
|
2,355,511
|
|
|||||
Return on average assets
|
|
23
|
%
|
|
20
|
%
|
|
19
|
%
|
|
17
|
%
|
|
13
|
%
|
|||||
Working capital
|
|
608,845
|
|
|
578,319
|
|
|
690,919
|
|
|
554,933
|
|
|
358,456
|
|
|||||
Current ratio
|
|
1.4:1
|
|
1.4:1
|
|
1.5:1
|
|
1.5:1
|
|
1.4:1
|
||||||||||
Long-term debt
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|||||
Long-term debt as a percent
|
|
|
|
|
|
|
|
|
|
|
||||||||||
of total capitalization
|
|
8
|
%
|
|
9
|
%
|
|
10
|
%
|
|
11
|
%
|
|
13
|
%
|
|||||
Stockholders' equity
|
|
1,766,863
|
|
|
1,493,012
|
|
|
1,332,692
|
|
|
1,157,293
|
|
|
996,369
|
|
|||||
Return on average
|
|
|
|
|
|
|
|
|
|
|
||||||||||
stockholders' equity
|
|
48
|
%
|
|
47
|
%
|
|
45
|
%
|
|
41
|
%
|
|
31
|
%
|
|||||
Book value per common share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
outstanding at year-end²
|
|
$
|
8.00
|
|
|
$
|
6.58
|
|
|
$
|
5.64
|
|
|
$
|
4.71
|
|
|
$
|
3.91
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Statistics
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of stores opened
|
|
82
|
|
|
80
|
|
|
56
|
|
|
56
|
|
|
77
|
|
|||||
Number of stores closed
|
|
8
|
|
|
10
|
|
|
6
|
|
|
7
|
|
|
11
|
|
|||||
Number of stores at year-end
|
|
1,199
|
|
|
1,125
|
|
|
1,055
|
|
|
1,005
|
|
|
956
|
|
|||||
Comparable store sales increase³
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(52-week basis)
|
|
6
|
%
|
|
5
|
%
|
|
5
|
%
|
|
6
|
%
|
|
2
|
%
|
|||||
Sales per average square foot of
|
|
|
|
|
|
|
|
|
|
|
||||||||||
selling space (52-week basis)
|
|
$
|
355
|
|
|
$
|
338
|
|
|
$
|
324
|
|
|
$
|
311
|
|
|
$
|
298
|
|
Square feet of selling space
|
|
|
|
|
|
|
|
|
|
|
||||||||||
at year-end (000)
|
|
27,800
|
|
|
26,100
|
|
|
24,800
|
|
|
23,700
|
|
|
22,500
|
|
|||||
Number of employees at year-end
|
|
57,500
|
|
|
53,900
|
|
|
49,500
|
|
|
45,600
|
|
|
40,000
|
|
|||||
Number of common stockholders
|
|
|
|
|
|
|
|
|
|
|
||||||||||
of record at year-end
|
|
831
|
|
|
817
|
|
|
804
|
|
|
767
|
|
|
754
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
¹ Fiscal 2012 was a 53-week year; all other fiscal years presented were 52 weeks.
|
|
|||||||||||||||||||
² All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.
|
||||||||||||||||||||
³ Comparable stores are stores open for more than 14 complete months.
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Sales
|
|
|
|
|
|
|
||||||
Sales (millions)
|
|
$
|
9,721
|
|
|
$
|
8,608
|
|
|
$
|
7,866
|
|
Sales growth
|
|
12.9
|
%
|
|
9.4
|
%
|
|
9.5
|
%
|
|||
Comparable store sales growth (52-week basis)
|
|
6
|
%
|
|
5
|
%
|
|
5
|
%
|
|||
|
|
|
|
|
|
|
||||||
Costs and expenses (as a percent of sales)
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
72.1
|
%
|
|
72.5
|
%
|
|
72.8
|
%
|
|||
Selling, general and administrative
|
|
14.8
|
%
|
|
15.2
|
%
|
|
15.6
|
%
|
|||
Interest expense, net
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|||
|
|
|
|
|
|
|
||||||
Earnings before taxes (as a percent of sales)
|
|
13.0
|
%
|
|
12.2
|
%
|
|
11.4
|
%
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (as a percent of sales)
|
|
8.1
|
%
|
|
7.6
|
%
|
|
7.1
|
%
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Ladies
|
|
29
|
%
|
|
29
|
%
|
|
29
|
%
|
Home Accents and Bed and Bath
|
|
24
|
%
|
|
25
|
%
|
|
25
|
%
|
Accessories, Lingerie, Fine Jewelry, and Fragrances
|
|
13
|
%
|
|
13
|
%
|
|
12
|
%
|
Shoes
|
|
13
|
%
|
|
12
|
%
|
|
12
|
%
|
Men's
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Children's
|
|
8
|
%
|
|
8
|
%
|
|
9
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
($ millions)
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Interest expense
|
|
$
|
7.5
|
|
|
$
|
11.0
|
|
|
$
|
10.7
|
|
Interest income
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|||
Total interest expense, net
|
|
$
|
6.9
|
|
|
$
|
10.3
|
|
|
$
|
9.6
|
|
($ millions)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Cash provided by operating activities
|
$
|
979.6
|
|
|
$
|
820.1
|
|
|
$
|
673.0
|
|
Cash used in investing activities
|
(425.7
|
)
|
|
(471.8
|
)
|
|
(196.8
|
)
|
|||
Cash used in financing activities
|
(557.0
|
)
|
|
(532.4
|
)
|
|
(410.6
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(3.1
|
)
|
|
$
|
(184.1
|
)
|
|
$
|
65.6
|
|
($ millions)
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Distribution
|
|
$
|
157.9
|
|
|
$
|
86.1
|
|
|
$
|
32.0
|
|
New stores
|
|
118.7
|
|
|
114.2
|
|
|
75.5
|
|
|||
Existing stores
|
|
86.9
|
|
|
126.8
|
|
|
60.3
|
|
|||
Information systems, corporate, and other
|
|
60.9
|
|
|
89.2
|
|
|
30.9
|
|
|||
Total capital expenditures
|
|
$
|
424.4
|
|
|
$
|
416.3
|
|
|
$
|
198.7
|
|
|
Less than
one year
|
|
|
1 - 3
years
|
|
|
3 - 5
years
|
|
|
After 5
years
|
|
|
Total¹
|
|
|||||
($000)
|
|
|
|
|
|||||||||||||||
Senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Interest payment obligations
|
9,668
|
|
|
19,335
|
|
|
19,335
|
|
|
21,192
|
|
|
69,530
|
|
|||||
Operating leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rent obligations
|
387,536
|
|
|
753,800
|
|
|
526,601
|
|
|
470,520
|
|
|
2,138,457
|
|
|||||
Synthetic leases
|
2,661
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
2,671
|
|
|||||
Other synthetic lease obligations
|
70,451
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
70,634
|
|
|||||
Purchase obligations
|
1,598,599
|
|
|
6,459
|
|
|
55
|
|
|
—
|
|
|
1,605,113
|
|
|||||
Total contractual obligations
|
$
|
2,068,915
|
|
|
$
|
779,787
|
|
|
$
|
545,991
|
|
|
$
|
641,712
|
|
|
$
|
4,036,405
|
|
|
Amount of Commitment Expiration Per Period
|
|
|
||||||||||||||||
|
Less than 1
year |
|
|
|
|
|
|
|
|
Total amount
committed |
|
||||||||
($000)
|
|
1 - 3 years
|
|
|
3 - 5 years
|
|
|
After 5 years
|
|
|
|||||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
Total commercial commitments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For additional information relating to this credit facility, refer to Note D of Notes to Consolidated Financial Statements.
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000, except per share data)
|
|
February 2, 2013
|
|
|
January 28, 2012
|
|
|
January 29, 2011
|
|
|||
Sales
|
|
$
|
9,721,065
|
|
|
$
|
8,608,291
|
|
|
$
|
7,866,100
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
|
||||||
Costs of goods sold
|
|
7,011,428
|
|
|
6,240,760
|
|
|
5,729,735
|
|
|||
Selling, general and administrative
|
|
1,437,886
|
|
|
1,304,065
|
|
|
1,229,775
|
|
|||
Interest expense, net
|
|
6,907
|
|
|
10,322
|
|
|
9,569
|
|
|||
Total costs and expenses
|
|
8,456,221
|
|
|
7,555,147
|
|
|
6,969,079
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings before taxes
|
|
1,264,844
|
|
|
1,053,144
|
|
|
897,021
|
|
|||
Provision for taxes on earnings
|
|
478,081
|
|
|
395,974
|
|
|
342,224
|
|
|||
Net earnings
|
|
$
|
786,763
|
|
|
$
|
657,170
|
|
|
$
|
554,797
|
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.59
|
|
|
$
|
2.91
|
|
|
$
|
2.35
|
|
Diluted
|
|
$
|
3.53
|
|
|
$
|
2.86
|
|
|
$
|
2.31
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding (000)
|
|
|
|
|
|
|
||||||
Basic
|
|
219,130
|
|
|
225,915
|
|
|
235,641
|
|
|||
Diluted
|
|
222,784
|
|
|
229,982
|
|
|
239,805
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Dividends
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
|
$
|
0.59
|
|
|
$
|
0.47
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
Year ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|||
($000)
|
|
February 2, 2013
|
|
|
January 28, 2012
|
|
|
January 29, 2011
|
|
|||
Net earnings
|
|
$
|
786,763
|
|
|
$
|
657,170
|
|
|
$
|
554,797
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Change in unrealized (loss) gain on investments, net of tax
|
|
(50
|
)
|
|
147
|
|
|
318
|
|
|||
Comprehensive income
|
|
$
|
786,713
|
|
|
$
|
657,317
|
|
|
$
|
555,115
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
($000, except share data)
|
February 2, 2013
|
|
|
January 28, 2012
|
|
||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
646,761
|
|
|
$
|
649,835
|
|
Short-term investments
|
1,087
|
|
|
658
|
|
||
Accounts receivable
|
59,617
|
|
|
50,848
|
|
||
Merchandise inventory
|
1,209,237
|
|
|
1,130,070
|
|
||
Prepaid expenses and other
|
94,318
|
|
|
87,362
|
|
||
Deferred income taxes
|
20,407
|
|
|
5,598
|
|
||
Total current assets
|
2,031,427
|
|
|
1,924,371
|
|
||
|
|
|
|
||||
Property and Equipment
|
|
|
|
||||
Land and buildings
|
372,659
|
|
|
338,027
|
|
||
Fixtures and equipment
|
1,551,590
|
|
|
1,408,647
|
|
||
Leasehold improvements
|
732,671
|
|
|
657,312
|
|
||
Construction-in-progress
|
258,691
|
|
|
131,881
|
|
||
|
2,915,611
|
|
|
2,535,867
|
|
||
Less accumulated depreciation and amortization
|
1,422,327
|
|
|
1,294,145
|
|
||
Property and equipment, net
|
1,493,284
|
|
|
1,241,722
|
|
||
|
|
|
|
||||
Long-term investments
|
4,374
|
|
|
5,602
|
|
||
Other long-term assets
|
141,476
|
|
|
129,514
|
|
||
Total assets
|
$
|
3,670,561
|
|
|
$
|
3,301,209
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
807,534
|
|
|
$
|
761,717
|
|
Accrued expenses and other
|
320,415
|
|
|
304,654
|
|
||
Accrued payroll and benefits
|
241,129
|
|
|
248,552
|
|
||
Income taxes payable
|
53,504
|
|
|
31,129
|
|
||
Total current liabilities
|
1,422,582
|
|
|
1,346,052
|
|
||
|
|
|
|
||||
Long-term debt
|
150,000
|
|
|
150,000
|
|
||
Other long-term liabilities
|
246,815
|
|
|
203,625
|
|
||
Deferred income taxes
|
84,301
|
|
|
108,520
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock, par value $.01 per share
|
2,207
|
|
|
2,269
|
|
||
Authorized 600,000,000 shares
|
|
|
|
||||
Issued and outstanding 220,721,000 and
|
|
|
|
||||
226,864,000 shares, respectively
|
|
|
|
||||
Additional paid-in capital
|
866,519
|
|
|
788,895
|
|
||
Treasury stock
|
(91,708
|
)
|
|
(62,262
|
)
|
||
Accumulated other comprehensive income
|
585
|
|
|
635
|
|
||
Retained earnings
|
989,260
|
|
|
763,475
|
|
||
Total stockholders’ equity
|
1,766,863
|
|
|
1,493,012
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,670,561
|
|
|
$
|
3,301,209
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
|
|
Accumulated
other comprehensive income (loss)
|
|
|
|
|
|
||||||||||
|
|
Common stock
|
|
|
Treasury stock
|
|
|
|
Retained earnings
|
|
|
|
||||||||||||||
(000)
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
Total
|
|
|||||||||||||
Balance at January 30, 2010
|
|
245,858
|
|
|
$
|
2,458
|
|
|
$
|
680,679
|
|
|
$
|
(36,864
|
)
|
|
$170
|
|
$
|
510,850
|
|
|
$
|
1,157,293
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
554,797
|
|
|
554,797
|
|
|||||
Unrealized investment gain, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|
—
|
|
|
318
|
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
3,728
|
|
|
38
|
|
|
36,442
|
|
|
(9,544
|
)
|
|
—
|
|
|
—
|
|
|
26,936
|
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
15,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,412
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
36,551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,551
|
|
|||||
Common stock repurchased
|
|
(13,460
|
)
|
|
(134
|
)
|
|
(29,539
|
)
|
|
—
|
|
|
—
|
|
|
(345,327
|
)
|
|
(375,000
|
)
|
|||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,615
|
)
|
|
(83,615
|
)
|
|||||
Balance at January 29, 2011
|
|
236,126
|
|
|
$
|
2,362
|
|
|
$
|
739,545
|
|
|
$
|
(46,408
|
)
|
|
$488
|
|
$
|
636,705
|
|
|
$
|
1,332,692
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
657,170
|
|
|
657,170
|
|
|||||
Unrealized investment gain, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
147
|
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
2,002
|
|
|
20
|
|
|
17,270
|
|
|
(15,854
|
)
|
|
—
|
|
|
—
|
|
|
1,436
|
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
19,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,040
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
40,404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,404
|
|
|||||
Common stock repurchased
|
|
(11,264
|
)
|
|
(113
|
)
|
|
(27,364
|
)
|
|
—
|
|
|
—
|
|
|
(422,523
|
)
|
|
(450,000
|
)
|
|||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,877
|
)
|
|
(107,877
|
)
|
|||||
Balance at January 28, 2012
|
|
226,864
|
|
|
$
|
2,269
|
|
|
$
|
788,895
|
|
|
$
|
(62,262
|
)
|
|
$635
|
|
$
|
763,475
|
|
|
$
|
1,493,012
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
786,763
|
|
|
786,763
|
|
|||||
Unrealized investment loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
1,315
|
|
|
13
|
|
|
19,030
|
|
|
(29,446
|
)
|
|
—
|
|
|
—
|
|
|
(10,403
|
)
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
29,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,989
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
48,952
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,952
|
|
|||||
Common stock repurchased
|
|
(7,458
|
)
|
|
(75
|
)
|
|
(20,347
|
)
|
|
—
|
|
|
—
|
|
|
(429,578
|
)
|
|
(450,000
|
)
|
|||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131,400
|
)
|
|
(131,400
|
)
|
|||||
Balance at February 2, 2013
|
|
220,721
|
|
|
$
|
2,207
|
|
|
$
|
866,519
|
|
|
$
|
(91,708
|
)
|
|
$585
|
|
$
|
989,260
|
|
|
$
|
1,766,863
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000)
|
February 2, 2013
|
|
|
January 28, 2012
|
|
|
January 29, 2011
|
|
|||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
786,763
|
|
|
$
|
657,170
|
|
|
$
|
554,797
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
185,491
|
|
|
159,892
|
|
|
160,693
|
|
|||
Stock-based compensation
|
48,952
|
|
|
40,404
|
|
|
36,551
|
|
|||
Deferred income taxes
|
(39,028
|
)
|
|
21,722
|
|
|
(17,977
|
)
|
|||
Tax benefit from equity issuance
|
29,989
|
|
|
19,040
|
|
|
15,412
|
|
|||
Excess tax benefit from stock-based compensation
|
(29,103
|
)
|
|
(18,180
|
)
|
|
(14,746
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Merchandise inventory
|
(79,167
|
)
|
|
(43,153
|
)
|
|
(214,419
|
)
|
|||
Other current assets
|
(14,474
|
)
|
|
(10,329
|
)
|
|
(6,339
|
)
|
|||
Accounts payable
|
40,109
|
|
|
(11,614
|
)
|
|
102,851
|
|
|||
Other current liabilities
|
18,146
|
|
|
(2,109
|
)
|
|
52,594
|
|
|||
Other long-term, net
|
31,966
|
|
|
7,262
|
|
|
3,649
|
|
|||
Net cash provided by operating activities
|
979,644
|
|
|
820,105
|
|
|
673,066
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(424,434
|
)
|
|
(416,271
|
)
|
|
(198,651
|
)
|
|||
Increase in restricted cash and investments
|
(2,107
|
)
|
|
(60,086
|
)
|
|
—
|
|
|||
Purchases of investments
|
(5,430
|
)
|
|
—
|
|
|
(6,842
|
)
|
|||
Proceeds from investments
|
6,247
|
|
|
4,589
|
|
|
8,648
|
|
|||
Net cash used in investing activities
|
(425,724
|
)
|
|
(471,768
|
)
|
|
(196,845
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Excess tax benefit from stock-based compensation
|
29,103
|
|
|
18,180
|
|
|
14,746
|
|
|||
Issuance of common stock related to stock plans
|
19,043
|
|
|
17,290
|
|
|
36,479
|
|
|||
Treasury stock purchased
|
(29,446
|
)
|
|
(15,854
|
)
|
|
(9,544
|
)
|
|||
Repurchase of common stock
|
(450,000
|
)
|
|
(450,000
|
)
|
|
(375,000
|
)
|
|||
Dividends paid
|
(125,694
|
)
|
|
(102,042
|
)
|
|
(77,321
|
)
|
|||
Net cash used in financing activities
|
(556,994
|
)
|
|
(532,426
|
)
|
|
(410,640
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(3,074
|
)
|
|
(184,089
|
)
|
|
65,581
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Beginning of year
|
649,835
|
|
|
833,924
|
|
|
768,343
|
|
|||
End of year
|
$
|
646,761
|
|
|
$
|
649,835
|
|
|
$
|
833,924
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
||||||
Interest paid
|
$
|
9,668
|
|
|
$
|
9,668
|
|
|
$
|
9,668
|
|
Income taxes paid
|
$
|
435,808
|
|
|
$
|
370,074
|
|
|
$
|
330,589
|
|
|
|
|
|
|
|
||||||
Non-Cash Investing Activities
|
|
|
|
|
|
||||||
(Decrease) increase in fair value of investment
|
|
|
|
|
|
||||||
securities
|
$
|
(76
|
)
|
|
$
|
226
|
|
|
$
|
490
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
($000)
|
|
2012
|
|
|
2011
|
|
||
Restricted cash and investments
|
|
$
|
19,941
|
|
|
$
|
18,689
|
|
Prepaid expenses
|
|
74,377
|
|
|
68,673
|
|
||
Total
|
|
$
|
94,318
|
|
|
$
|
87,362
|
|
($000)
|
|
2012
|
|
|
2011
|
|
||
Deferred compensation (Note B)
|
|
$
|
76,911
|
|
|
$
|
67,459
|
|
Restricted cash and investments
|
|
48,821
|
|
|
48,059
|
|
||
Goodwill
|
|
2,889
|
|
|
2,889
|
|
||
Deposits
|
|
3,185
|
|
|
4,115
|
|
||
Other
|
|
9,670
|
|
|
6,992
|
|
||
Total
|
|
$
|
141,476
|
|
|
$
|
129,514
|
|
($000)
|
|
2012
|
|
|
2011
|
|
||
Workers’ compensation
|
|
$
|
80,079
|
|
|
$
|
74,773
|
|
General liability
|
|
30,670
|
|
|
27,375
|
|
||
Medical plans
|
|
3,451
|
|
|
3,220
|
|
||
Total
|
|
$
|
114,200
|
|
|
$
|
105,368
|
|
($000)
|
|
2012
|
|
|
2011
|
|
||
Deferred compensation
|
|
$
|
76,911
|
|
|
$
|
67,459
|
|
Deferred rent
|
|
62,250
|
|
|
59,444
|
|
||
Income taxes (Note F)
|
|
82,483
|
|
|
53,534
|
|
||
Tenant improvement allowances
|
|
23,944
|
|
|
21,287
|
|
||
Other
|
|
1,227
|
|
|
1,901
|
|
||
Total
|
|
$
|
246,815
|
|
|
$
|
203,625
|
|
($000)
|
|
Beginning balance
|
|
Additions
|
|
|
Returns
|
|
|
Ending balance
|
||
Year ended:
|
|
|
|
|
|
|
|
|
||||
February 2, 2013
|
|
$6,426
|
|
$
|
680,058
|
|
|
$
|
(679,319
|
)
|
|
$7,165
|
January 28, 2012
|
|
$5,869
|
|
$
|
606,293
|
|
|
$
|
(605,736
|
)
|
|
$6,426
|
January 29, 2011
|
|
$5,344
|
|
$
|
558,361
|
|
|
$
|
(557,836
|
)
|
|
$5,869
|
Shares in (000s)
|
|
Basic EPS
|
|
|
Effect of dilutive
common stock equivalents
|
|
|
Diluted EPS
|
|
|||
2012
|
|
|
|
|
|
|
||||||
Shares
|
|
219,130
|
|
|
3,654
|
|
|
222,784
|
|
|||
Amount
|
|
$
|
3.59
|
|
|
$
|
(0.06
|
)
|
|
$
|
3.53
|
|
2011
|
|
|
|
|
|
|
||||||
Shares
|
|
225,915
|
|
|
4,067
|
|
|
229,982
|
|
|||
Amount
|
|
$
|
2.91
|
|
|
$
|
(0.05
|
)
|
|
$
|
2.86
|
|
2010
|
|
|
|
|
|
|
||||||
Shares
|
|
235,641
|
|
|
4,164
|
|
|
239,805
|
|
|||
Amount
|
|
$
|
2.35
|
|
|
$
|
(0.04
|
)
|
|
$
|
2.31
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Ladies
|
29
|
%
|
|
29
|
%
|
|
29
|
%
|
Home Accents and Bed and Bath
|
24
|
%
|
|
25
|
%
|
|
25
|
%
|
Accessories, Lingerie, Fine Jewelry, and Fragrances
|
13
|
%
|
|
13
|
%
|
|
12
|
%
|
Shoes
|
13
|
%
|
|
12
|
%
|
|
12
|
%
|
Men's
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Children's
|
8
|
%
|
|
8
|
%
|
|
9
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
($000)
|
Amortized
cost |
|
|
Unrealized
gains |
|
|
Unrealized
losses |
|
|
Fair value
|
|
|
|
Short-term
|
|
|
Long-term
|
|
||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate securities
|
$
|
4,715
|
|
|
$
|
468
|
|
|
$
|
(14
|
)
|
|
$
|
5,169
|
|
|
|
$
|
1,013
|
|
|
$
|
4,156
|
|
Mortgage-backed securities
|
276
|
|
|
16
|
|
|
—
|
|
|
292
|
|
|
|
74
|
|
|
218
|
|
||||||
Total investments
|
4,991
|
|
|
484
|
|
|
(14
|
)
|
|
5,461
|
|
|
|
1,087
|
|
|
4,374
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate securities
|
1,360
|
|
|
34
|
|
|
—
|
|
|
1,394
|
|
|
|
1,275
|
|
|
119
|
|
||||||
U.S. government and agency securities
|
3,748
|
|
|
397
|
|
|
—
|
|
|
4,145
|
|
|
|
—
|
|
|
4,145
|
|
||||||
Total restricted investments
|
5,108
|
|
|
431
|
|
|
—
|
|
|
5,539
|
|
|
|
1,275
|
|
|
4,264
|
|
||||||
Total
|
$
|
10,099
|
|
|
$
|
915
|
|
|
$
|
(14
|
)
|
|
$
|
11,000
|
|
|
|
$
|
2,362
|
|
|
$
|
8,638
|
|
($000)
|
Amortized
cost |
|
|
Unrealized
gains |
|
|
Unrealized
losses |
|
|
Fair value
|
|
|
Short-term
|
|
Long-term
|
|||||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate securities
|
$
|
5,080
|
|
|
$
|
501
|
|
|
$
|
(78
|
)
|
|
$
|
5,503
|
|
|
|
$
|
401
|
|
|
$
|
5,102
|
|
Mortgage-backed securities
|
728
|
|
|
29
|
|
|
—
|
|
|
757
|
|
|
|
257
|
|
|
500
|
|
||||||
Total investments
|
5,808
|
|
|
530
|
|
|
(78
|
)
|
|
6,260
|
|
|
|
658
|
|
|
5,602
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate securities
|
1,357
|
|
|
94
|
|
|
—
|
|
|
1,451
|
|
|
|
—
|
|
|
1,451
|
|
||||||
U.S. government and agency securities
|
3,769
|
|
|
431
|
|
|
—
|
|
|
4,200
|
|
|
|
—
|
|
|
4,200
|
|
||||||
Total restricted investments
|
5,126
|
|
|
525
|
|
|
—
|
|
|
5,651
|
|
|
|
—
|
|
|
5,651
|
|
||||||
Total
|
$
|
10,934
|
|
|
$
|
1,055
|
|
|
$
|
(78
|
)
|
|
$
|
11,911
|
|
|
|
$
|
658
|
|
|
$
|
11,253
|
|
|
Fair Value Measurements at Reporting Date
|
||||||||||||||
|
February 2,
2013 |
|
|
Quoted prices in
active markets for
identical assets
|
|
|
Significant
other
observable
inputs
|
|
|
Significant
unobservable
inputs
|
|
||||
($000)
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
||||||
Investments
|
|
|
|
|
|
|
|
||||||||
Corporate securities
|
$
|
5,169
|
|
|
$
|
—
|
|
|
$
|
5,169
|
|
|
$
|
—
|
|
Mortgage-backed securities
|
292
|
|
|
—
|
|
|
292
|
|
|
—
|
|
||||
Total investments
|
5,461
|
|
|
—
|
|
|
5,461
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Restricted Investments
|
|
|
|
|
|
|
|
||||||||
Corporate securities
|
1,394
|
|
|
—
|
|
|
1,394
|
|
|
—
|
|
||||
U.S. government and agency securities
|
4,145
|
|
|
4,145
|
|
|
—
|
|
|
—
|
|
||||
Total restricted investments
|
5,539
|
|
|
4,145
|
|
|
1,394
|
|
|
—
|
|
||||
Total
|
$
|
11,000
|
|
|
$
|
4,145
|
|
|
$
|
6,855
|
|
|
$
|
—
|
|
|
Fair Value Measurements at Reporting Date
|
||||||||||||||
|
January 28,
2012 |
|
|
Quoted prices in
active markets for identical assets |
|
|
Significant
other
observable
inputs
|
|
|
Significant
unobservable
inputs
|
|
||||
($000)
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
||||||
Investments
|
|
|
|
|
|
|
|
||||||||
Corporate securities
|
$
|
5,503
|
|
|
$
|
—
|
|
|
$
|
5,503
|
|
|
$
|
—
|
|
Mortgage-backed securities
|
757
|
|
|
—
|
|
|
757
|
|
|
—
|
|
||||
Total investments
|
6,260
|
|
|
—
|
|
|
6,260
|
|
|
—
|
|
||||
Restricted Investments
|
|
|
|
|
|
|
|
||||||||
Corporate securities
|
1,451
|
|
|
—
|
|
|
1,451
|
|
|
—
|
|
||||
U.S. government and agency securities
|
4,200
|
|
|
4,200
|
|
|
—
|
|
|
—
|
|
||||
Total restricted investments
|
5,651
|
|
|
4,200
|
|
|
1,451
|
|
|
—
|
|
||||
Total
|
$
|
11,911
|
|
|
$
|
4,200
|
|
|
$
|
7,711
|
|
|
$
|
—
|
|
|
Investments
|
|
Restricted Investments
|
||||||||||||
($000)
|
Cost basis
|
|
|
Estimated fair value
|
|
|
Cost basis
|
|
|
Estimated fair value
|
|
||||
Maturing in one year or less
|
$
|
1,073
|
|
|
$
|
1,087
|
|
|
$
|
1,250
|
|
|
$
|
1,275
|
|
Maturing after one year through five years
|
2,818
|
|
|
3,036
|
|
|
953
|
|
|
1,063
|
|
||||
Maturing after five years through ten years
|
1,100
|
|
|
1,338
|
|
|
2,905
|
|
|
3,201
|
|
||||
Total
|
$
|
4,991
|
|
|
$
|
5,461
|
|
|
$
|
5,108
|
|
|
$
|
5,539
|
|
($000)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Restricted stock
|
$
|
29,191
|
|
|
$
|
22,994
|
|
|
$
|
22,387
|
|
Performance awards
|
17,872
|
|
|
15,944
|
|
|
11,641
|
|
|||
ESPP
|
1,889
|
|
|
1,466
|
|
|
2,523
|
|
|||
Total
|
$
|
48,952
|
|
|
$
|
40,404
|
|
|
$
|
36,551
|
|
Statements of Earnings Classification ($000)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Cost of goods sold
|
$
|
22,915
|
|
|
$
|
17,670
|
|
|
$
|
15,665
|
|
Selling, general and administrative
|
26,037
|
|
|
22,734
|
|
|
20,886
|
|
|||
Total
|
$
|
48,952
|
|
|
$
|
40,404
|
|
|
$
|
36,551
|
|
($000)
|
|
Operating leases
|
|
|
Synthetic leases
|
|
|
Residual value guarantees
|
|
|
Total leases
|
|
||||
2013
|
|
$
|
387,536
|
|
|
$
|
2,661
|
|
|
$
|
70,451
|
|
|
$
|
460,648
|
|
2014
|
|
404,164
|
|
|
10
|
|
|
183
|
|
|
404,357
|
|
||||
2015
|
|
349,636
|
|
|
—
|
|
|
—
|
|
|
349,636
|
|
||||
2016
|
|
290,266
|
|
|
—
|
|
|
—
|
|
|
290,266
|
|
||||
2017
|
|
236,335
|
|
|
—
|
|
|
—
|
|
|
236,335
|
|
||||
Thereafter
|
|
470,520
|
|
|
—
|
|
|
—
|
|
|
470,520
|
|
||||
Total minimum lease payments
|
|
$
|
2,138,457
|
|
|
$
|
2,671
|
|
|
$
|
70,634
|
|
|
$
|
2,211,762
|
|
($000)
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
485,882
|
|
|
$
|
343,550
|
|
|
$
|
329,723
|
|
State
|
|
31,227
|
|
|
30,702
|
|
|
30,478
|
|
|||
|
|
517,109
|
|
|
374,252
|
|
|
360,201
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(37,178
|
)
|
|
25,383
|
|
|
(11,139
|
)
|
|||
State
|
|
(1,850
|
)
|
|
(3,661
|
)
|
|
(6,838
|
)
|
|||
|
|
(39,028
|
)
|
|
21,722
|
|
|
(17,977
|
)
|
|||
Total
|
|
$
|
478,081
|
|
|
$
|
395,974
|
|
|
$
|
342,224
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Federal income taxes at the statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State income taxes (net of federal benefit) and other, net
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
Total
|
|
38
|
%
|
|
38
|
%
|
|
38
|
%
|
($000)
|
|
2012
|
|
|
2011
|
|
||
Deferred Tax Assets
|
|
|
|
|
||||
Accrued liabilities
|
|
$
|
72,266
|
|
|
$
|
43,215
|
|
Deferred compensation
|
|
28,040
|
|
|
34,736
|
|
||
Stock-based compensation
|
|
28,781
|
|
|
16,969
|
|
||
Deferred rent
|
|
16,984
|
|
|
13,115
|
|
||
California franchise taxes
|
|
13,376
|
|
|
11,286
|
|
||
Employee benefits
|
|
18,315
|
|
|
10,074
|
|
||
Other
|
|
3,686
|
|
|
3,260
|
|
||
|
|
181,448
|
|
|
132,655
|
|
||
Deferred Tax Liabilities
|
|
|
|
|
||||
Depreciation
|
|
(210,343
|
)
|
|
(199,119
|
)
|
||
Merchandise inventory
|
|
(18,802
|
)
|
|
(20,129
|
)
|
||
Supplies
|
|
(9,766
|
)
|
|
(9,024
|
)
|
||
Prepaid expenses
|
|
(6,431
|
)
|
|
(7,305
|
)
|
||
|
|
(245,342
|
)
|
|
(235,577
|
)
|
||
Net Deferred Tax Liabilities
|
|
$
|
(63,894
|
)
|
|
$
|
(102,922
|
)
|
|
|
|
|
|
||||
Classified as:
|
|
|
|
|
||||
Current net deferred tax asset
|
|
$
|
20,407
|
|
|
$
|
5,598
|
|
Long-term net deferred tax liability
|
|
(84,301
|
)
|
|
(108,520
|
)
|
||
Net Deferred Tax Liabilities
|
|
$
|
(63,894
|
)
|
|
$
|
(102,922
|
)
|
($000)
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Unrecognized tax benefits - beginning of year
|
|
$
|
56,524
|
|
|
$
|
43,990
|
|
|
$
|
33,349
|
|
Gross increases:
|
|
|
|
|
|
|
||||||
Tax positions in current period
|
|
11,009
|
|
|
9,245
|
|
|
8,957
|
|
|||
Tax positions in prior period
|
|
4,167
|
|
|
12,193
|
|
|
4,343
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
||||||
Tax positions in prior periods
|
|
(1,476
|
)
|
|
(4,491
|
)
|
|
—
|
|
|||
Lapse of statute limitations
|
|
(1,312
|
)
|
|
(682
|
)
|
|
(1,348
|
)
|
|||
Settlements
|
|
(3,245
|
)
|
|
(3,731
|
)
|
|
(1,311
|
)
|
|||
Unrecognized tax benefits - end of year
|
|
$
|
65,667
|
|
|
$
|
56,524
|
|
|
$
|
43,990
|
|
Fiscal Year
|
|
Shares repurchased (in millions)
|
|
|
Average repurchase price
|
|
Repurchased (in millions)
|
2012
|
|
7.5
|
|
|
$60.34
|
|
$450.0
|
2011
|
|
11.3
|
|
|
$39.95
|
|
$450.0
|
2010
|
|
13.5
|
|
|
$27.86
|
|
$375.0
|
(000, except per share data)
|
|
Number of shares
|
|
|
Weighted
average
exercise price
|
|
|
Weighted average remaining contractual term
|
|
Aggregate
intrinsic value
|
|
||
Outstanding at January 28, 2012
|
|
2,418
|
|
|
$
|
13.24
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(703
|
)
|
|
11.90
|
|
|
|
|
|
|||
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at February 2, 2013, all vested
|
|
1,715
|
|
|
$
|
13.79
|
|
|
2.11
|
|
$
|
78,277
|
|
|
|
|
|
|
|
|
Options outstanding and exercisable
|
|||||||||||
Exercise price range
|
|
Number of shares
|
|
|
Remaining life
|
|
Exercise price
|
|
||||||||||
$
|
8.45
|
|
|
to
|
|
$
|
13.77
|
|
|
|
471
|
|
|
1.57
|
|
$
|
12.12
|
|
13.81
|
|
|
to
|
|
14.31
|
|
|
|
570
|
|
|
2.52
|
|
14.04
|
|
|||
14.33
|
|
|
to
|
|
14.71
|
|
|
|
529
|
|
|
1.80
|
|
14.51
|
|
|||
14.80
|
|
|
to
|
|
16.43
|
|
|
|
145
|
|
|
3.33
|
|
15.57
|
|
|||
$
|
8.45
|
|
|
to
|
|
$
|
16.43
|
|
|
|
1,715
|
|
|
2.11
|
|
$
|
13.79
|
|
(000, except per share data)
|
|
Number of shares
|
|
|
Weighted
average
grant date fair value
|
|
|
Unvested at January 28, 2012
|
|
5,353
|
|
|
$
|
23.23
|
|
Awarded
|
|
954
|
|
|
50.24
|
|
|
Released
|
|
(1,700
|
)
|
|
20.19
|
|
|
Forfeited
|
|
(47
|
)
|
|
29.93
|
|
|
Unvested at February 2, 2013
|
|
4,560
|
|
|
$
|
29.96
|
|
|
|
Quarter Ended
|
|
|
||||||||||||||
($000, except per share data)
|
|
April 28, 2012
|
|
|
July 28, 2012
|
|
|
October 27, 2012
|
|
|
February 2, 2013
|
|
³
|
|||||
Sales
|
|
$
|
2,356,841
|
|
|
$
|
2,340,855
|
|
|
$
|
2,262,723
|
|
|
$
|
2,760,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
1,679,127
|
|
|
1,689,643
|
|
|
1,648,997
|
|
|
1,993,661
|
|
|
|
||||
Selling, general and administrative
|
|
337,811
|
|
|
352,089
|
|
|
357,983
|
|
|
390,003
|
|
|
|
||||
Interest expense, net
|
|
2,232
|
|
|
2,086
|
|
|
1,643
|
|
|
946
|
|
|
|
||||
Total costs and expenses
|
|
2,019,170
|
|
|
2,043,818
|
|
|
2,008,623
|
|
|
2,384,610
|
|
|
|
||||
Earnings before taxes
|
|
337,671
|
|
|
297,037
|
|
|
254,100
|
|
|
376,036
|
|
|
|
||||
Provision for taxes on earnings
|
|
129,058
|
|
|
115,013
|
|
|
94,576
|
|
|
139,434
|
|
|
|
||||
Net earnings
|
|
$
|
208,613
|
|
|
$
|
182,024
|
|
|
$
|
159,524
|
|
|
$
|
236,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
1
|
|
$
|
0.94
|
|
|
$
|
0.83
|
|
|
$
|
0.73
|
|
|
$
|
1.09
|
|
|
|
Earnings per share – diluted
1
|
|
$
|
0.93
|
|
|
$
|
0.81
|
|
|
$
|
0.72
|
|
|
$
|
1.07
|
|
|
|
Cash dividends declared per share
|
|
|
|
|
|
|
|
|
|
|
||||||||
on common stock
|
|
$
|
—
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
0.31
|
|
2
|
|
Stock price
|
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
62.22
|
|
|
$
|
69.23
|
|
|
$
|
69.98
|
|
|
$
|
61.15
|
|
|
|
Low
|
|
$
|
50.70
|
|
|
$
|
60.35
|
|
|
$
|
60.32
|
|
|
$
|
52.39
|
|
|
|
1
Quarterly EPS results may not equal full year amounts due to rounding.
|
2
Includes $.14 per share dividend declared in November 2012 and $.17 per share dividend declared in January 2013.
|
³ The quarter ended February 2, 2013 was a 14-week quarter; all other quarters presented were 13 weeks.
|
|
|
Quarter Ended
|
|
|
||||||||||||||
($000, except per share data)
|
|
April 30, 2011
|
|
|
July 30, 2011
|
|
|
October 29, 2011
|
|
|
January 28, 2012
|
|
|
|
||||
Sales
|
|
$
|
2,074,576
|
|
|
$
|
2,089,410
|
|
|
$
|
2,046,427
|
|
|
$
|
2,397,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
1,481,206
|
|
|
1,524,307
|
|
|
1,490,213
|
|
|
1,745,034
|
|
|
|
||||
Selling, general and administrative
|
|
309,160
|
|
|
320,885
|
|
|
332,226
|
|
|
341,794
|
|
|
|
||||
Interest expense, net
|
|
2,495
|
|
|
2,569
|
|
|
2,565
|
|
|
2,693
|
|
|
|
||||
Total costs and expenses
|
|
1,792,861
|
|
|
1,847,761
|
|
|
1,825,004
|
|
|
2,089,521
|
|
|
|
||||
Earnings before taxes
|
|
281,715
|
|
|
241,649
|
|
|
221,423
|
|
|
308,357
|
|
|
|
||||
Provision for taxes on earnings
|
|
108,742
|
|
|
93,373
|
|
|
77,454
|
|
|
116,405
|
|
|
|
||||
Net earnings
|
|
$
|
172,973
|
|
|
$
|
148,276
|
|
|
$
|
143,969
|
|
|
$
|
191,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
1,2
|
|
$
|
0.75
|
|
|
$
|
0.65
|
|
|
$
|
0.64
|
|
|
$
|
0.86
|
|
|
|
Earnings per share – diluted
1,2
|
|
$
|
0.74
|
|
|
$
|
0.64
|
|
|
$
|
0.63
|
|
|
$
|
0.85
|
|
|
|
Cash dividends declared per share
|
|
|
|
|
|
|
|
|
|
|
||||||||
on common stock
1
|
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.25
|
|
³
|
|
Stock price
1
|
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
37.01
|
|
|
$
|
41.32
|
|
|
$
|
44.20
|
|
|
$
|
52.38
|
|
|
|
Low
|
|
$
|
32.43
|
|
|
$
|
36.68
|
|
|
$
|
34.25
|
|
|
$
|
42.67
|
|
|
|
1
All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.
|
2
Quarterly EPS results may not equal full year amounts due to rounding.
|
3
Includes $.11 per share dividend declared in November 2011 and $.14 per share dividend declared in January 2012.
|
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 (a))
1
|
|
|
Equity compensation plans
|
|
|
|
|
|
|
|
||
approved by security holders
|
|
1,660
|
|
2
|
$14.00
|
|
8,268
|
|
3
|
Equity compensation plans not
|
|
|
|
|
|
|
|
||
approved by security holders
4
|
|
264
|
|
|
$12.60
|
|
—
|
|
|
Total
|
|
1,924
|
|
|
$13.79
|
|
8,268
|
|
|
1.
|
List of Consolidated Financial Statements.
|
|
|
ROSS STORES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/Michael Balmuth
|
Date:
|
April 2, 2013
|
|
Michael Balmuth
|
|
|
|
Vice Chairman and
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/Michael Balmuth
|
|
Vice Chairman and
|
|
April 2, 2013
|
Michael Balmuth
|
|
Chief Executive Officer, Director
|
|
|
|
||||
/s/J. Call
|
|
Group Senior Vice President, Chief Financial Officer,
|
|
April 2, 2013
|
John G. Call
|
|
Principal Accounting Officer and Corporate Secretary
|
|
|
|
||||
/s/Norman A. Ferber
|
|
Chairman of the Board, Director
|
|
April 2, 2013
|
Norman A. Ferber
|
|
|
|
|
|
||||
/s/K. Gunnar Bjorklund
|
|
Director
|
|
April 2, 2013
|
K. Gunnar Bjorklund
|
|
|
|
|
|
||||
/s/Michael J. Bush
|
|
Director
|
|
April 2, 2013
|
Michael J. Bush
|
|
|
|
|
|
||||
/s/Sharon D. Garrett
|
|
Director
|
|
April 2, 2013
|
Sharon D. Garrett
|
|
|
|
|
|
||||
/s/G. Orban
|
|
Director
|
|
April 2, 2013
|
George P. Orban
|
|
|
|
|
|
||||
/s/Larry S. Peiros
|
|
Director
|
|
April 2, 2013
|
Lawrence S. Peiros
|
|
|
|
|
|
||||
/s/G. L. Quesnel
|
|
Director
|
|
April 2, 2013
|
Gregory L. Quesnel
|
|
|
|
|
10.11
|
Third Amended and Restated Ross Stores, Inc. Non-Qualified Deferred Compensation Plan effective December 31, 2008 incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.
|
|
|
10.12
|
Ross Stores, Inc. Second Amended and Restated Incentive Compensation Plan, incorporated by reference to the appendix to the Definitive Proxy Statement on Schedule 14A filed by Ross Stores, Inc. on April 12, 2006.
|
|
|
10.13
|
Ross Stores, Inc. 2004 Equity Incentive Plan, incorporated by reference to Exhibit 99 to the Definitive Proxy Statement on Schedule 14A filed by Ross Stores, Inc. on April 15, 2004.
|
|
|
10.14
|
First Amendment to the Ross Stores, Inc. 2004 Equity Incentive Plan, effective May 17, 2005, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2005.
|
|
|
10.15
|
Second Amendment to the Ross Stores, Inc. 2004 Equity Incentive Plan effective March 22, 2007 incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2007.
|
|
|
10.16
|
Form of Stock Option Agreement for Non-Employee Directors for options granted pursuant to Ross Stores, Inc. 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2005.
|
|
|
10.17
|
Ross Stores, Inc. 2008 Equity Incentive Plan, as Amended Through March 18, 2009 incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.
|
|
|
10.18
|
Form of Nonemployee Director Equity Notice of Grant of Restricted Stock and Restricted Stock Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.
|
|
|
10.19
|
Form of Nonemployee Director Equity Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.3 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.
|
|
|
10.20
|
Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.4 to the Form 8- K filed by Ross Stores, Inc. on May 23, 2008.
|
|
|
10.21
|
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.5 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.
|
|
|
10.22
|
Form of Notice of Grant of Stock Option and Stock Option Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.7 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.
|
|
|
10.23
|
Ross Stores, Inc. Restricted Stock Agreement incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.
|
|
|
10.24
|
Ross Stores, Inc. Restricted Stock Agreement for Nonemployee Director incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.
|
|
|
10.25
|
Form of Notice of Grant of Performance Shares and Performance Share Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2011.
|
10.26
|
Form of Indemnity Agreement between Ross Stores, Inc. for Directors and Executive Officers.
|
|
|
10.27
|
Forms of Executive Employment Agreement between Ross Stores, Inc. and Executives, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.
|
|
|
10.28
|
Amended Independent Contractor Consultancy Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.52 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 28, 2012.
|
|
|
10.29
|
Amended Retirement Benefits Package Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.53 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 28, 2012.
|
|
|
10.30
|
Employment Agreement effective May 31, 2001 between Michael Balmuth 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 August 4, 2001.
|
|
|
10.31
|
First Amendment to the Employment Agreement effective January 30, 2003 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2003.
|
|
|
10.32
|
Second Amendment to the Employment Agreement effective May 18, 2005 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2005.
|
|
|
10.33
|
Restated Third Amendment to the Employment Agreement executed December 29, 2008 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.42 to the Form 10-K filed by Ross Stores, Inc. for its year ended January 30, 2010.
|
|
|
10.34
|
Fourth Amendment to the Employment Agreement effective June 9, 2009 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.10 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, 2009, and to Exhibit A-1 included in Exhibit 10.36 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.
|
|
|
10.35
|
Fifth Amendment to the Employment Agreement effective April 23, 2010 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.
|
|
|
10.36
|
Sixth Amendment to the Employment Agreement effective June 1, 2011 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2011.
|
|
|
10.37
|
Employment Agreement dated August 15, 2012 and effective June 1, 2012 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 27, 2012.
|
|
|
10.38
|
Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement pursuant to the Ross Stores, Inc. 2008 Equity Incentive Plan to Michael Balmuth on August 15, 2012, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 27, 2012.
|
|
|
10.39
|
Executive Employment Agreement effective March 16, 2011 between Barbara Rentler 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 30, 2011.
|
|
|
|
|
10.40
|
Executive Employment Agreement effective February 6, 2012 between John G. Call 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 April 28, 2012.
|
|
|
10.41
|
Executive Employment Agreement effective March 16, 2011 between Michael O’Sullivan 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 April 30, 2011.
|
|
|
10.42
|
Executive Employment Agreement effective March 16, 2011 between James Fassio and Ross Stores, Inc., incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.
|
|
|
21
|
Subsidiaries.
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
|
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
|
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
ARTICLE I STOCKHOLDERS
|
1
|
|
|
|
|
|
|
Section 1.
|
Annual Meeting
|
1
|
|
Section 2.
|
Special Meetings
|
1
|
|
Section 3.
|
Notice of Meetings
|
4
|
|
Section 4.
|
Quorum
|
4
|
|
Section 5.
|
Conduct of the Stockholders’ Meeting
|
5
|
|
Section 6.
|
Conduct of Business
|
5
|
|
Section 7.
|
Notice of Stockholder Business
|
5
|
|
Section 8.
|
Disclosure Requirements
|
7
|
|
Section 9.
|
Proxies and Voting
|
10
|
|
Section 10.
|
Stock List
|
11
|
|
|
|
|
|
ARTICLE II BOARD OF DIRECTORS
|
12
|
|
|
|
|
|
|
Section 1.
|
Number and Term of Office
|
12
|
|
Section 2.
|
Vacancies and Newly Created Directorships
|
12
|
|
Section 3.
|
Removal
|
12
|
|
Section 4.
|
Regular Meetings
|
13
|
|
Section 5.
|
Special Meetings
|
13
|
|
Section 6.
|
Quorum
|
13
|
|
Section 7.
|
Participation in Meetings by Conference Telephone
|
13
|
|
Section 8.
|
Conduct of Business
|
13
|
|
Section 9.
|
Powers
|
13
|
|
Section 10.
|
Compensation of Directors
|
14
|
|
Section 11.
|
Nomination of Director Candidates
|
14
|
|
Section 12.
|
Submission of Questionnaire, Representation and Agreement
|
16
|
|
Section 13.
|
Majority Approval Vote in Director Elections; Required Offer of Resignation
|
16
|
|
|
|
|
|
ARTICLE III COMMITTEES
|
18
|
|
|
|
|
|
|
Section 1.
|
Committees of the Board of Directors
|
18
|
|
Section 2.
|
Conduct of Business
|
18
|
|
|
|
|
|
ARTICLE IV OFFICERS
|
18
|
|
|
Section 1.
|
Generally
|
18
|
|
Section 2.
|
Chairman of the Board
|
19
|
|
Section 3.
|
Chief Executive Officer
|
19
|
|
Section 4.
|
Presidents
|
19
|
|
Section 5.
|
Chief Financial Officer
|
19
|
|
Section 6.
|
Secretary
|
19
|
|
Section 7.
|
Delegation of Authority
|
20
|
|
Section 8.
|
Removal, Resignation and Vacancies
|
20
|
|
Section 9.
|
Compensation
|
20
|
|
Section 10.
|
Subordinate Officers
|
20
|
|
Section 11.
|
Action With Respect to Securities of Other Corporations
|
20
|
|
|
|
|
|
ARTICLE V STOCK
|
21
|
|
|
|
|
|
|
Section 1.
|
Certificates of Stock
|
21
|
|
Section 2.
|
Transfers of Stock
|
21
|
|
Section 3.
|
Record Date
|
21
|
|
Section 4.
|
Lost, Stolen or Destroyed Certificates
|
22
|
|
Section 5.
|
Record Owners
|
22
|
|
Section 6.
|
Regulations
|
22
|
|
|
|
|
|
ARTICLE VI NOTICES
|
22
|
|
|
|
|
|
|
Section 1.
|
Notices
|
22
|
|
Section 2.
|
Waivers
|
23
|
|
|
|
|
|
ARTICLE VII MISCELLANEOUS
|
23
|
|
|
|
|
|
|
Section 1.
|
Facsimile Signatures
|
23
|
|
Section 2.
|
Corporate Seal
|
23
|
|
Section 3.
|
Reliance Upon Books, Reports and Records
|
23
|
|
Section 4.
|
Fiscal Year
|
23
|
|
Section 5.
|
Time Periods
|
23
|
|
Section 6.
|
Resignations
|
24
|
|
Section 7.
|
Severability
|
24
|
|
|
|
|
|
ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS
|
24
|
|
|
|
|
|
|
Section 1.
|
Right to Indemnification
|
24
|
|
Section 2.
|
Right of Claimant to Bring Suit
|
25
|
|
Section 3.
|
Non-Exclusivity of Rights
|
26
|
|
Section 4.
|
Indemnification Contracts
|
26
|
|
Section 5.
|
Insurance
|
26
|
|
Section 6.
|
Procedures for Indemnification
|
26
|
|
Section 7.
|
Effect of Amendment
|
27
|
|
Section 8.
|
Effect and Validity
|
27
|
|
Section 9.
|
Definitions
|
27
|
|
|
|
|
|
ARTICLE IX AMENDMENTS
|
28
|
|
|
|
|
|
Subsidiary Name
|
|
Domiciled
|
Date of Incorporation
|
Ross Procurement, Inc.
|
|
Delaware
|
November 22, 2004
|
Ross Merchandising, Inc.
|
|
Delaware
|
January 12, 2004
|
Ross Dress for Less, Inc.
|
|
Virginia
|
January 14, 2004
|
Retail Assurance Group, Ltd.
|
|
Hawaii
|
October 15, 1991
|
1.
|
I have reviewed this annual report on Form 10-K of Ross Stores, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 2, 2013
|
/s/Michael Balmuth
|
|
|
Michael Balmuth
|
|
|
Vice Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Ross Stores, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 2, 2013
|
/s/J. Call
|
|
|
John G. Call
|
|
|
Group Senior Vice President, Chief Financial Officer, Principal Accounting Officer and Corporate Secretary
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 2, 2013
|
/s/Michael Balmuth
|
|
|
Michael Balmuth
|
|
|
Vice Chairman and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 2, 2013
|
/s/J. Call
|
|
|
John G. Call
|
|
|
Group Senior Vice President, Chief Financial Officer, Principal Accounting Officer and Corporate Secretary
|