|
|
(Mark one)
|
|
X
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the fiscal year ended January 30, 2016
|
|
|
|
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.)
|
|
||
5130 Hacienda Drive, Dublin, California
|
|
94568-7579
|
(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
|
State/Territory
|
|
January 30, 2016
|
|
January 31, 2015
|
Alabama
|
|
19
|
|
19
|
Arizona
|
|
71
|
|
68
|
Arkansas
|
|
6
|
|
6
|
California
|
|
347
|
|
335
|
Colorado
|
|
31
|
|
30
|
Delaware
|
|
1
|
|
1
|
District of Columbia
|
|
1
|
|
1
|
Florida
|
|
179
|
|
166
|
Georgia
|
|
55
|
|
51
|
Guam
|
|
1
|
|
1
|
Hawaii
|
|
17
|
|
17
|
Idaho
|
|
11
|
|
10
|
Illinois
|
|
55
|
|
49
|
Indiana
|
|
8
|
|
5
|
Kansas
|
|
7
|
|
6
|
Kentucky
|
|
9
|
|
5
|
Louisiana
|
|
17
|
|
14
|
Maryland
|
|
23
|
|
23
|
Mississippi
|
|
8
|
|
8
|
Missouri
|
|
17
|
|
16
|
Montana
|
|
6
|
|
6
|
Nevada
|
|
32
|
|
31
|
New Jersey
|
|
13
|
|
13
|
New Mexico
|
|
11
|
|
10
|
North Carolina
|
|
42
|
|
38
|
Oklahoma
|
|
22
|
|
20
|
Oregon
|
|
31
|
|
31
|
Pennsylvania
|
|
43
|
|
43
|
South Carolina
|
|
22
|
|
21
|
Tennessee
|
|
30
|
|
29
|
Texas
|
|
211
|
|
197
|
Utah
|
|
17
|
|
16
|
Virginia
|
|
36
|
|
34
|
Washington
|
|
41
|
|
40
|
Wisconsin
|
|
3
|
|
0
|
Wyoming
|
|
3
|
|
2
|
Total
|
|
1,446
|
|
1,362
|
Location
|
|
Approximate Square Footage
|
|
|
Own / Lease
|
Distribution centers
|
|
|
|
|
|
Carlisle, Pennsylvania
|
|
425,000
|
|
|
Own
|
Fort Mill, South Carolina
|
|
1,200,000
|
|
|
Own
|
Moreno Valley, California
|
|
1,300,000
|
|
|
Own
|
Perris, California
|
|
1,300,000
|
|
|
Own
|
Rock Hill, South Carolina
|
|
1,200,000
|
|
|
Own
|
Shafter, California
|
|
1,700,000
|
|
|
Own
|
|
|
|
|
|
|
Warehouses
|
|
|
|
|
|
Carlisle, Pennsylvania
|
|
239,000
|
|
|
Lease
|
Carlisle, Pennsylvania
|
|
246,000
|
|
|
Lease
|
Fort Mill, South Carolina
|
|
251,000
|
|
|
Lease
|
Fort Mill, South Carolina
|
|
423,000
|
|
|
Own
|
Fort Mill, South Carolina
|
|
428,000
|
|
|
Own
|
Perris, California
|
|
699,000
|
|
|
Own
|
Riverside, California
|
|
449,000
|
|
|
Own
|
|
|
|
|
|
|
Office space
|
|
|
|
|
|
Dublin, California
|
|
414,000
|
|
|
Own
|
Los Angeles, California
|
|
68,000
|
|
|
Lease
|
New York City, New York
|
|
572,000
|
|
|
Own
|
Name
|
|
Age
|
|
|
Position
|
Michael Balmuth
|
|
65
|
|
|
Executive Chairman of the Board
|
Barbara Rentler
|
|
58
|
|
|
Chief Executive Officer
|
Bernie Brautigan
|
|
51
|
|
|
President, Merchandising, Ross Dress for Less
|
James S. Fassio
|
|
61
|
|
|
President and Chief Development Officer
|
Brian Morrow
|
|
56
|
|
|
President and Chief Merchandising Officer, dd's DISCOUNTS
|
Michael O’Sullivan
|
|
52
|
|
|
President and Chief Operating Officer
|
Lisa Panattoni
|
|
53
|
|
|
President, Merchandising, Ross Dress for Less
|
John G. Call
|
|
57
|
|
|
Executive Vice President, Finance and Legal, and Corporate Secretary
|
Michael J. Hartshorn
|
|
48
|
|
|
Group Senior Vice President, Chief Financial Officer and Principal Accounting Officer
|
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
|
|
|
|
|
|
|
|
|
||
(11/01/2015 - 11/28/2015)
|
|
845,253
|
|
|
$50.29
|
|
843,656
|
|
|
$827,300
|
December
|
|
|
|
|
|
|
|
|
||
(11/29/2015 - 01/02/2016)
|
|
1,326,626
|
|
|
$53.93
|
|
1,292,187
|
|
|
$757,600
|
January
|
|
|
|
|
|
|
|
|
||
(01/03/2016 - 01/30/2016)
|
|
1,075,586
|
|
|
$53.46
|
|
1,076,919
|
|
|
$700,000
|
Total
|
|
3,247,465
|
|
|
$52.83
|
|
3,212,762
|
|
|
$700,000
|
¹ We acquired 34,703 shares of treasury stock during the quarter ended January 30, 2016. Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. All remaining shares were repurchased under our publicly announced stock repurchase program.
|
|
|
|
|
Indexed Returns for Years Ended
|
||||||||||||||
|
|
Base Period
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company / Index
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
Ross Stores, Inc.
|
|
100
|
|
|
158
|
|
|
185
|
|
|
214
|
|
|
292
|
|
|
362
|
|
S&P 500 Index
|
|
100
|
|
|
104
|
|
|
122
|
|
|
148
|
|
|
169
|
|
|
168
|
|
S&P Retailing Group
|
|
100
|
|
|
116
|
|
|
149
|
|
|
190
|
|
|
228
|
|
|
267
|
|
($000, except per share data)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
1
|
2011
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
761,602
|
|
|
$
|
696,608
|
|
|
$
|
423,168
|
|
|
$
|
646,761
|
|
|
$
|
649,835
|
|
|
Merchandise inventory
|
|
1,419,104
|
|
|
1,372,675
|
|
|
1,257,155
|
|
|
1,209,237
|
|
|
1,130,070
|
|
|
|||||
Property and equipment, net
|
|
2,342,906
|
|
|
2,273,752
|
|
|
1,875,299
|
|
|
1,493,284
|
|
|
1,241,722
|
|
|
|||||
Total assets
2, 3
|
|
4,869,119
|
|
|
4,687,370
|
|
|
3,886,251
|
|
|
3,649,782
|
|
|
3,295,185
|
|
|
|||||
Return on average assets
|
|
21
|
%
|
|
22
|
%
|
|
22
|
%
|
|
23
|
%
|
|
21
|
%
|
|
|||||
Working capital
|
|
769,348
|
|
|
590,471
|
|
|
463,875
|
|
|
588,438
|
|
|
572,721
|
|
|
|||||
Current ratio
|
|
1.5:1
|
|
1.4:1
|
|
1.3:1
|
|
1.4:1
|
|
1.4:1
|
|
||||||||||
Long-term debt
2
|
|
396,025
|
|
|
395,562
|
|
|
149,681
|
|
|
149,628
|
|
|
149,574
|
|
|
|||||
Long-term debt as a percent
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
of total capitalization
|
|
14
|
%
|
|
15
|
%
|
|
7
|
%
|
|
8
|
%
|
|
9
|
%
|
|
|||||
Stockholders' equity
|
|
2,471,991
|
|
|
2,279,210
|
|
|
2,007,302
|
|
|
1,766,863
|
|
|
1,493,012
|
|
|
|||||
Return on average
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
stockholders' equity
|
|
43
|
%
|
|
43
|
%
|
|
44
|
%
|
|
48
|
%
|
|
47
|
%
|
|
|||||
Book value per common share
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
outstanding at year-end
4
|
|
$
|
6.14
|
|
|
$
|
5.49
|
|
|
$
|
4.70
|
|
|
$
|
4.00
|
|
|
$
|
3.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Statistics
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of stores opened
|
|
90
|
|
|
95
|
|
|
88
|
|
|
82
|
|
|
80
|
|
|
|||||
Number of stores closed
|
|
6
|
|
|
9
|
|
|
11
|
|
|
8
|
|
|
10
|
|
|
|||||
Number of stores at year-end
|
|
1,446
|
|
|
1,362
|
|
|
1,276
|
|
|
1,199
|
|
|
1,125
|
|
|
|||||
Comparable store sales increase
5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(52-week basis)
|
|
4
|
%
|
|
3
|
%
|
|
3
|
%
|
|
6
|
%
|
|
5
|
%
|
|
|||||
Sales per average square foot of
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
selling space (52-week basis)
|
|
$
|
383
|
|
|
$
|
372
|
|
|
$
|
362
|
|
|
$
|
355
|
|
|
$
|
338
|
|
|
Square feet of selling space
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
at year-end (000)
|
|
31,900
|
|
|
30,400
|
|
|
28,900
|
|
|
27,800
|
|
|
26,100
|
|
|
|||||
Number of employees at year-end
|
|
77,800
|
|
|
71,400
|
|
|
66,300
|
|
|
57,500
|
|
|
53,900
|
|
|
|||||
Number of common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
of record at year-end
|
|
842
|
|
|
817
|
|
|
823
|
|
|
831
|
|
|
817
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
¹ Fiscal 2012 was a 53-week year; all other fiscal years presented were 52 weeks.
|
|
|
|||||||||||||||||||
² Reflects adoption of ASU 2015-03 related to classification of debt issuance costs (See Note A to the Consolidated Financial Statements). Unamortized debt issuance costs of $2.8 million, $0.3 million, $0.4 million, and $0.4 million at fiscal year end 2014, 2013, 2012, and 2011, respectively, were reclassified from Other long-term assets to a reduction in Long-term debt.
|
|||||||||||||||||||||
3
Reflects adoption of ASU 2015-17 related to classification of deferred taxes (See Note A to the Consolidated Financial Statements). Deferred tax assets of $13.0 million, $10.2 million, $20.4 million, and $5.6 million at fiscal year end 2014, 2013, 2012, and 2011, respectively, previously presented in current assets were reclassified to long-term deferred tax liabilities.
|
|||||||||||||||||||||
4
All per share amounts have been adjusted for the two-for-one stock splits effective June 11, 2015 and December 15, 2011.
|
|
||||||||||||||||||||
5
Comparable stores are stores open for more than 14 complete months.
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Sales
|
|
|
|
|
|
|
||||||
Sales (millions)
|
|
$
|
11,940
|
|
|
$
|
11,042
|
|
|
$
|
10,230
|
|
Sales growth
|
|
8.1
|
%
|
|
7.9
|
%
|
|
5.2
|
%
|
|||
Comparable store sales growth
|
|
4
|
%
|
|
3
|
%
|
|
3
|
%
|
|||
|
|
|
|
|
|
|
||||||
Costs and expenses (as a percent of sales)
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
71.8
|
%
|
|
71.9
|
%
|
|
72.0
|
%
|
|||
Selling, general and administrative
|
|
14.6
|
%
|
|
14.6
|
%
|
|
14.9
|
%
|
|||
Interest expense (income), net
|
|
0.1
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Earnings before taxes (as a percent of sales)
|
|
13.5
|
%
|
|
13.5
|
%
|
|
13.1
|
%
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (as a percent of sales)
|
|
8.5
|
%
|
|
8.4
|
%
|
|
8.2
|
%
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Ladies
|
|
29
|
%
|
|
29
|
%
|
|
29
|
%
|
Home Accents and Bed and Bath
|
|
25
|
%
|
|
24
|
%
|
|
24
|
%
|
Accessories, Lingerie, Fine Jewelry, and Fragrances
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Men's
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Shoes
|
|
12
|
%
|
|
13
|
%
|
|
13
|
%
|
Children's
|
|
8
|
%
|
|
8
|
%
|
|
8
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
($000)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Interest expense on long-term debt
|
|
$
|
18,568
|
|
|
$
|
12,990
|
|
|
$
|
9,721
|
|
Other interest expense
|
|
1,252
|
|
|
1,230
|
|
|
1,350
|
|
|||
Capitalized interest
|
|
(6,530
|
)
|
|
(10,825
|
)
|
|
(10,799
|
)
|
|||
Interest income
|
|
(678
|
)
|
|
(411
|
)
|
|
(519
|
)
|
|||
Interest expense (income), net
|
|
$
|
12,612
|
|
|
$
|
2,984
|
|
|
$
|
(247
|
)
|
($ millions)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Cash provided by operating activities
|
$
|
1,326.2
|
|
|
$
|
1,372.8
|
|
|
$
|
1,022.0
|
|
Cash used in investing activities
|
(362.5
|
)
|
|
(639.0
|
)
|
|
(563.8
|
)
|
|||
Cash used in financing activities
|
(898.7
|
)
|
|
(460.4
|
)
|
|
(681.8
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
65.0
|
|
|
$
|
273.4
|
|
|
$
|
(223.6
|
)
|
($ millions)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
New York buying office purchase
|
|
$
|
—
|
|
|
$
|
210.9
|
|
|
$
|
11.1
|
|
Distribution
|
|
92.9
|
|
|
193.2
|
|
|
248.4
|
|
|||
New stores
|
|
105.8
|
|
|
119.8
|
|
|
121.3
|
|
|||
Existing stores
|
|
124.0
|
|
|
79.5
|
|
|
59.1
|
|
|||
Information systems, corporate, and other
|
|
44.3
|
|
|
43.3
|
|
|
110.6
|
|
|||
Total capital expenditures
|
|
$
|
367.0
|
|
|
$
|
646.7
|
|
|
$
|
550.5
|
|
|
Less than
1 year
|
|
|
1 - 3
years
|
|
|
3 - 5
years
|
|
|
After 5
years
|
|
|
Total¹
|
|
|||||
($000)
|
|
|
|
|
|||||||||||||||
Senior notes
|
$
|
—
|
|
|
$
|
85,000
|
|
|
$
|
—
|
|
|
$
|
315,000
|
|
|
$
|
400,000
|
|
Interest payment obligations
|
18,105
|
|
|
36,210
|
|
|
25,364
|
|
|
37,995
|
|
|
117,674
|
|
|||||
Operating leases (rent obligations)
|
458,667
|
|
|
895,398
|
|
|
596,640
|
|
|
480,480
|
|
|
2,431,185
|
|
|||||
New York buying office ground lease²
|
6,418
|
|
|
12,835
|
|
|
12,835
|
|
|
952,569
|
|
|
984,657
|
|
|||||
Purchase obligations
|
1,713,166
|
|
|
7,927
|
|
|
158
|
|
|
—
|
|
|
1,721,251
|
|
|||||
Total contractual obligations
|
$
|
2,196,356
|
|
|
$
|
1,037,370
|
|
|
$
|
634,997
|
|
|
$
|
1,786,044
|
|
|
$
|
5,654,767
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000, except per share data)
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
|||
Sales
|
|
$
|
11,939,999
|
|
|
$
|
11,041,677
|
|
|
$
|
10,230,353
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
8,576,873
|
|
|
7,937,956
|
|
|
7,360,924
|
|
|||
Selling, general and administrative
|
|
1,738,755
|
|
|
1,615,371
|
|
|
1,526,366
|
|
|||
Interest expense (income), net
|
|
12,612
|
|
|
2,984
|
|
|
(247
|
)
|
|||
Total costs and expenses
|
|
10,328,240
|
|
|
9,556,311
|
|
|
8,887,043
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings before taxes
|
|
1,611,759
|
|
|
1,485,366
|
|
|
1,343,310
|
|
|||
Provision for taxes on earnings
|
|
591,098
|
|
|
560,642
|
|
|
506,006
|
|
|||
Net earnings
|
|
$
|
1,020,661
|
|
|
$
|
924,724
|
|
|
$
|
837,304
|
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.53
|
|
|
$
|
2.24
|
|
|
$
|
1.97
|
|
Diluted
|
|
$
|
2.51
|
|
|
$
|
2.21
|
|
|
$
|
1.94
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding (000)
|
|
|
|
|
|
|
||||||
Basic
|
|
403,034
|
|
|
413,553
|
|
|
425,761
|
|
|||
Diluted
|
|
406,405
|
|
|
418,077
|
|
|
431,610
|
|
|||
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000)
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
|||
Net earnings
|
|
$
|
1,020,661
|
|
|
$
|
924,724
|
|
|
$
|
837,304
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Change in unrealized loss on investments, net of tax
|
|
(148
|
)
|
|
(59
|
)
|
|
(196
|
)
|
|||
Comprehensive income
|
|
$
|
1,020,513
|
|
|
$
|
924,665
|
|
|
$
|
837,108
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
($000, except share data)
|
January 30, 2016
|
|
|
January 31, 2015
|
|
||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
761,602
|
|
|
$
|
696,608
|
|
Short-term investments
|
1,737
|
|
|
500
|
|
||
Accounts receivable
|
73,627
|
|
|
73,278
|
|
||
Merchandise inventory
|
1,419,104
|
|
|
1,372,675
|
|
||
Prepaid expenses and other
|
116,125
|
|
|
106,778
|
|
||
Total current assets
|
2,372,195
|
|
|
2,249,839
|
|
||
|
|
|
|
||||
Property and Equipment
|
|
|
|
||||
Land and buildings
|
1,084,328
|
|
|
952,428
|
|
||
Fixtures and equipment
|
2,244,790
|
|
|
1,933,383
|
|
||
Leasehold improvements
|
920,392
|
|
|
854,572
|
|
||
Construction-in-progress
|
90,399
|
|
|
293,715
|
|
||
|
4,339,909
|
|
|
4,034,098
|
|
||
Less accumulated depreciation and amortization
|
1,997,003
|
|
|
1,760,346
|
|
||
Property and equipment, net
|
2,342,906
|
|
|
2,273,752
|
|
||
|
|
|
|
||||
Long-term investments
|
1,331
|
|
|
3,110
|
|
||
Other long-term assets
|
152,687
|
|
|
160,669
|
|
||
Total assets
|
$
|
4,869,119
|
|
|
$
|
4,687,370
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
945,559
|
|
|
$
|
1,000,700
|
|
Accrued expenses and other
|
376,522
|
|
|
385,325
|
|
||
Accrued payroll and benefits
|
280,766
|
|
|
256,141
|
|
||
Income taxes payable
|
—
|
|
|
17,202
|
|
||
Total current liabilities
|
1,602,847
|
|
|
1,659,368
|
|
||
|
|
|
|
||||
Long-term debt
|
396,025
|
|
|
395,562
|
|
||
Other long-term liabilities
|
268,168
|
|
|
279,500
|
|
||
Deferred income taxes
|
130,088
|
|
|
73,730
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock, par value $.01 per share
|
4,023
|
|
|
4,149
|
|
||
Authorized 1,000,000,000 shares
|
|
|
|
||||
Issued and outstanding 402,339,000 and
|
|
|
|
||||
414,939,000 shares,respectively
|
|
|
|
||||
Additional paid-in capital
|
1,122,329
|
|
|
1,013,607
|
|
||
Treasury stock
|
(229,525
|
)
|
|
(160,600
|
)
|
||
Accumulated other comprehensive income
|
182
|
|
|
330
|
|
||
Retained earnings
|
1,574,982
|
|
|
1,421,724
|
|
||
Total stockholders’ equity
|
2,471,991
|
|
|
2,279,210
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,869,119
|
|
|
$
|
4,687,370
|
|
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 February 2, 2013
|
|
441,442
|
|
|
$
|
4,414
|
|
|
$
|
864,312
|
|
|
$
|
(91,708
|
)
|
|
$585
|
|
$
|
989,260
|
|
|
$
|
1,766,863
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
837,304
|
|
|
837,304
|
|
|||||
Unrealized investment loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
—
|
|
|
(196
|
)
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
1,756
|
|
|
18
|
|
|
19,056
|
|
|
(29,851
|
)
|
|
—
|
|
|
—
|
|
|
(10,777
|
)
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
27,661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,661
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
46,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,847
|
|
|||||
Common stock repurchased
|
|
(16,358
|
)
|
|
(164
|
)
|
|
(24,419
|
)
|
|
—
|
|
|
—
|
|
|
(525,417
|
)
|
|
(550,000
|
)
|
|||||
Dividends declared ($0.255 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,400
|
)
|
|
(110,400
|
)
|
|||||
Balance at February 1, 2014
|
|
426,840
|
|
|
$
|
4,268
|
|
|
$
|
933,457
|
|
|
$
|
(121,559
|
)
|
|
$389
|
|
$
|
1,190,747
|
|
|
$
|
2,007,302
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924,724
|
|
|
924,724
|
|
|||||
Unrealized investment loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
2,904
|
|
|
29
|
|
|
21,949
|
|
|
(39,041
|
)
|
|
—
|
|
|
—
|
|
|
(17,063
|
)
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
29,759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,759
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
53,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,001
|
|
|||||
Common stock repurchased
|
|
(14,805
|
)
|
|
(148
|
)
|
|
(24,559
|
)
|
|
—
|
|
|
—
|
|
|
(525,293
|
)
|
|
(550,000
|
)
|
|||||
Dividends declared ($0.400 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,454
|
)
|
|
(168,454
|
)
|
|||||
Balance at January 31, 2015
|
|
414,939
|
|
|
$
|
4,149
|
|
|
$
|
1,013,607
|
|
|
$
|
(160,600
|
)
|
|
$330
|
|
$
|
1,421,724
|
|
|
$
|
2,279,210
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,020,661
|
|
|
1,020,661
|
|
|||||
Unrealized investment loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
1,053
|
|
|
11
|
|
|
20,175
|
|
|
(68,925
|
)
|
|
—
|
|
|
—
|
|
|
(48,739
|
)
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
42,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,382
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
70,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,937
|
|
|||||
Common stock repurchased
|
|
(13,653
|
)
|
|
(137
|
)
|
|
(24,772
|
)
|
|
—
|
|
|
—
|
|
|
(675,091
|
)
|
|
(700,000
|
)
|
|||||
Dividends declared ($0.470 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192,312
|
)
|
|
(192,312
|
)
|
|||||
Balance at January 30, 2016
|
|
402,339
|
|
|
$
|
4,023
|
|
|
$
|
1,122,329
|
|
|
$
|
(229,525
|
)
|
|
$182
|
|
$
|
1,574,982
|
|
|
$
|
2,471,991
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000)
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
|||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
1,020,661
|
|
|
$
|
924,724
|
|
|
$
|
837,304
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
274,828
|
|
|
232,959
|
|
|
206,111
|
|
|||
Stock-based compensation
|
70,937
|
|
|
53,001
|
|
|
46,847
|
|
|||
Deferred income taxes
|
56,358
|
|
|
25,086
|
|
|
(15,250
|
)
|
|||
Tax benefit from equity issuance
|
42,382
|
|
|
29,759
|
|
|
27,661
|
|
|||
Excess tax benefit from stock-based compensation
|
(42,302
|
)
|
|
(29,415
|
)
|
|
(26,906
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Merchandise inventory
|
(46,429
|
)
|
|
(115,520
|
)
|
|
(47,918
|
)
|
|||
Other current assets
|
(13,496
|
)
|
|
(16,410
|
)
|
|
(9,875
|
)
|
|||
Accounts payable
|
(41,464
|
)
|
|
204,158
|
|
|
(4,104
|
)
|
|||
Other current liabilities
|
7,796
|
|
|
69,568
|
|
|
(18,562
|
)
|
|||
Other long-term, net
|
(3,019
|
)
|
|
(5,045
|
)
|
|
26,695
|
|
|||
Net cash provided by operating activities
|
1,326,252
|
|
|
1,372,865
|
|
|
1,022,003
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(366,960
|
)
|
|
(646,691
|
)
|
|
(550,515
|
)
|
|||
Increase in restricted cash and investments
|
4,065
|
|
|
(4,329
|
)
|
|
(2,895
|
)
|
|||
Purchases of investments
|
(718
|
)
|
|
—
|
|
|
(12,012
|
)
|
|||
Proceeds from investments
|
1,104
|
|
|
12,021
|
|
|
1,614
|
|
|||
Net cash used in investing activities
|
(362,509
|
)
|
|
(638,999
|
)
|
|
(563,808
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Excess tax benefit from stock-based compensation
|
42,302
|
|
|
29,415
|
|
|
26,906
|
|
|||
Net proceeds from issuance of long-term debt
|
—
|
|
|
245,676
|
|
|
—
|
|
|||
Issuance of common stock related to stock plans
|
20,186
|
|
|
21,978
|
|
|
19,074
|
|
|||
Treasury stock purchased
|
(68,925
|
)
|
|
(39,041
|
)
|
|
(29,851
|
)
|
|||
Repurchase of common stock
|
(700,000
|
)
|
|
(550,000
|
)
|
|
(550,000
|
)
|
|||
Dividends paid
|
(192,312
|
)
|
|
(168,454
|
)
|
|
(147,917
|
)
|
|||
Net cash used in financing activities
|
(898,749
|
)
|
|
(460,426
|
)
|
|
(681,788
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
64,994
|
|
|
273,440
|
|
|
(223,593
|
)
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Beginning of year
|
696,608
|
|
|
423,168
|
|
|
646,761
|
|
|||
End of year
|
$
|
761,602
|
|
|
$
|
696,608
|
|
|
$
|
423,168
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
||||||
Interest paid
|
$
|
18,035
|
|
|
$
|
9,668
|
|
|
$
|
9,668
|
|
Income taxes paid
|
$
|
523,597
|
|
|
$
|
510,145
|
|
|
$
|
506,182
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Restricted Assets ($000)
|
|
2015
|
|
|
2014
|
|
||
Prepaid expenses and other
|
|
$
|
15,770
|
|
|
$
|
19,713
|
|
Other long-term assets
|
|
55,913
|
|
|
56,107
|
|
||
Total
|
|
$
|
71,683
|
|
|
$
|
75,820
|
|
($000)
|
|
2015
|
|
|
2014
|
|
||
Deferred compensation (Note B)
|
|
$
|
86,073
|
|
|
$
|
94,054
|
|
Restricted cash and investments
|
|
55,913
|
|
|
56,107
|
|
||
Other
|
|
10,701
|
|
|
10,508
|
|
||
Total
|
|
$
|
152,687
|
|
|
$
|
160,669
|
|
($000)
|
|
2015
|
|
|
2014
|
|
||
Workers’ compensation
|
|
$
|
93,452
|
|
|
$
|
87,388
|
|
General liability
|
|
39,895
|
|
|
37,253
|
|
||
Medical plans
|
|
4,155
|
|
|
3,159
|
|
||
Total
|
|
$
|
137,502
|
|
|
$
|
127,800
|
|
($000)
|
|
2015
|
|
|
2014
|
|
||
Income taxes (Note F)
|
|
$
|
94,194
|
|
|
$
|
101,696
|
|
Deferred compensation (Note G)
|
|
86,073
|
|
|
94,054
|
|
||
Deferred rent
|
|
63,241
|
|
|
59,465
|
|
||
Tenant improvement allowances
|
|
20,300
|
|
|
19,562
|
|
||
Other
|
|
4,360
|
|
|
4,723
|
|
||
Total
|
|
$
|
268,168
|
|
|
$
|
279,500
|
|
($000)
|
|
Beginning Balance
|
|
|
Additions
|
|
|
Returns
|
|
|
Ending Balance
|
|
||||
Year ended:
|
|
|
|
|
|
|
|
|
||||||||
January 30, 2016
|
|
$
|
8,594
|
|
|
$
|
737,727
|
|
|
$
|
(738,366
|
)
|
|
$
|
7,955
|
|
January 31, 2015
|
|
$
|
7,431
|
|
|
$
|
717,040
|
|
|
$
|
(715,877
|
)
|
|
$
|
8,594
|
|
February 1, 2014
|
|
$
|
7,165
|
|
|
$
|
699,835
|
|
|
$
|
(699,569
|
)
|
|
$
|
7,431
|
|
Shares in (000s)
|
|
Basic EPS
|
|
|
Effect of dilutive
common stock equivalents
|
|
|
Diluted EPS
|
|
|||
2015
|
|
|
|
|
|
|
||||||
Shares
|
|
403,034
|
|
|
3,371
|
|
|
406,405
|
|
|||
Amount
|
|
$
|
2.53
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.51
|
|
2014
|
|
|
|
|
|
|
||||||
Shares
|
|
413,553
|
|
|
4,524
|
|
|
418,077
|
|
|||
Amount
|
|
$
|
2.24
|
|
|
$
|
(0.03
|
)
|
|
$
|
2.21
|
|
2013
|
|
|
|
|
|
|
||||||
Shares
|
|
425,761
|
|
|
5,849
|
|
|
431,610
|
|
|||
Amount
|
|
$
|
1.97
|
|
|
$
|
(0.03
|
)
|
|
$
|
1.94
|
|
($000)
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
||
Cash and cash equivalents
|
|
|
|
|
||||
Level 1
|
|
$
|
761,602
|
|
|
$
|
696,608
|
|
|
|
|
|
|
||||
Investments
|
|
|
|
|
||||
Level 2
|
|
$
|
3,068
|
|
|
$
|
3,610
|
|
|
|
|
|
|
||||
Restricted cash and cash equivalents
|
|
|
|
|
||||
Level 1
|
|
$
|
67,947
|
|
|
$
|
71,992
|
|
|
|
|
|
|
||||
Restricted investments
|
|
|
|
|
||||
Level 1
|
|
$
|
3,736
|
|
|
$
|
3,828
|
|
($000)
|
2015
|
|
|
2014
|
|
||
Level 1
|
$
|
73,633
|
|
|
$
|
81,926
|
|
Level 2
|
12,440
|
|
|
12,128
|
|
||
Total
|
$
|
86,073
|
|
|
$
|
94,054
|
|
($000)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Restricted stock
|
$
|
37,204
|
|
|
$
|
34,729
|
|
|
$
|
30,921
|
|
Performance awards
|
31,056
|
|
|
16,003
|
|
|
13,812
|
|
|||
ESPP
|
2,677
|
|
|
2,269
|
|
|
2,114
|
|
|||
Total
|
$
|
70,937
|
|
|
$
|
53,001
|
|
|
$
|
46,847
|
|
Statements of Earnings Classification ($000)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Cost of goods sold
|
$
|
32,922
|
|
|
$
|
27,088
|
|
|
$
|
24,432
|
|
Selling, general and administrative
|
38,015
|
|
|
25,913
|
|
|
22,415
|
|
|||
Total
|
$
|
70,937
|
|
|
$
|
53,001
|
|
|
$
|
46,847
|
|
($000)
|
|
2015
|
|
|
2014
|
|
||
6.38% Series A Senior Notes due 2018
|
|
$
|
84,906
|
|
|
$
|
84,873
|
|
6.53% Series B Senior Notes due 2021
|
|
64,882
|
|
|
64,861
|
|
||
3.375% Senior Notes due 2024
|
|
246,237
|
|
|
245,828
|
|
||
Total
|
|
$
|
396,025
|
|
|
$
|
395,562
|
|
($000)
|
|
|
|
||
2016
|
|
|
$
|
—
|
|
2017
|
|
|
$
|
—
|
|
2018
|
|
|
$
|
85,000
|
|
2019
|
|
|
$
|
—
|
|
2020
|
|
|
$
|
—
|
|
Thereafter
|
|
|
$
|
315,000
|
|
($000)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Interest expense on long-term debt
|
|
$
|
18,568
|
|
|
$
|
12,990
|
|
|
$
|
9,721
|
|
Other interest expense
|
|
1,252
|
|
|
1,230
|
|
|
1,350
|
|
|||
Capitalized interest
|
|
(6,530
|
)
|
|
(10,825
|
)
|
|
(10,799
|
)
|
|||
Interest income
|
|
(678
|
)
|
|
(411
|
)
|
|
(519
|
)
|
|||
Interest expense (income), net
|
|
$
|
12,612
|
|
|
$
|
2,984
|
|
|
$
|
(247
|
)
|
($000)
|
|
Total operating leases
|
|
|
2016
|
|
$
|
465,085
|
|
2017
|
|
485,753
|
|
|
2018
|
|
422,480
|
|
|
2019
|
|
343,645
|
|
|
2020
|
|
265,830
|
|
|
Thereafter
|
|
1,433,049
|
|
|
Total minimum lease payments
|
|
$
|
3,415,842
|
|
($000)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
497,710
|
|
|
$
|
499,009
|
|
|
$
|
486,203
|
|
State
|
|
37,030
|
|
|
36,547
|
|
|
35,053
|
|
|||
|
|
534,740
|
|
|
535,556
|
|
|
521,256
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
55,404
|
|
|
23,452
|
|
|
(11,055
|
)
|
|||
State
|
|
954
|
|
|
1,634
|
|
|
(4,195
|
)
|
|||
|
|
56,358
|
|
|
25,086
|
|
|
(15,250
|
)
|
|||
Total
|
|
$
|
591,098
|
|
|
$
|
560,642
|
|
|
$
|
506,006
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Federal income taxes at the statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State income taxes (net of federal benefit) and other, net
|
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
Total
|
|
37
|
%
|
|
38
|
%
|
|
38
|
%
|
($000)
|
|
2015
|
|
|
2014
|
|
||
Deferred Tax Assets
|
|
|
|
|
||||
Accrued liabilities
|
|
$
|
69,144
|
|
|
$
|
77,791
|
|
Deferred compensation
|
|
29,932
|
|
|
33,456
|
|
||
Stock-based compensation
|
|
41,388
|
|
|
35,332
|
|
||
Deferred rent
|
|
23,903
|
|
|
26,370
|
|
||
California franchise taxes and credits
|
|
21,973
|
|
|
18,478
|
|
||
Employee benefits
|
|
22,156
|
|
|
23,136
|
|
||
Other
|
|
6,835
|
|
|
4,927
|
|
||
|
|
215,331
|
|
|
219,490
|
|
||
Deferred Tax Liabilities
|
|
|
|
|
||||
Depreciation
|
|
(304,191
|
)
|
|
(252,013
|
)
|
||
Merchandise inventory
|
|
(28,085
|
)
|
|
(26,668
|
)
|
||
Supplies
|
|
(12,559
|
)
|
|
(11,616
|
)
|
||
Prepaid expenses
|
|
(584
|
)
|
|
(2,923
|
)
|
||
|
|
(345,419
|
)
|
|
(293,220
|
)
|
||
Net Deferred Tax Liabilities
|
|
$
|
(130,088
|
)
|
|
$
|
(73,730
|
)
|
($000)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Unrecognized tax benefits - beginning of year
|
|
$
|
78,116
|
|
|
$
|
80,323
|
|
|
$
|
65,667
|
|
Gross increases:
|
|
|
|
|
|
|
||||||
Tax positions in current period
|
|
14,990
|
|
|
15,441
|
|
|
15,591
|
|
|||
Tax positions in prior period
|
|
—
|
|
|
—
|
|
|
2,418
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
||||||
Tax positions in prior periods
|
|
(10,589
|
)
|
|
(9,432
|
)
|
|
(519
|
)
|
|||
Lapse of statute limitations
|
|
(4,216
|
)
|
|
(5,732
|
)
|
|
(2,274
|
)
|
|||
Settlements
|
|
(2,929
|
)
|
|
(2,484
|
)
|
|
(560
|
)
|
|||
Unrecognized tax benefits - end of year
|
|
$
|
75,372
|
|
|
$
|
78,116
|
|
|
$
|
80,323
|
|
Fiscal Year
|
|
Shares repurchased (in millions)
|
|
|
Average repurchase price
|
|
Repurchased
(in millions)
|
2015
|
|
13.7
|
|
|
$51.27
|
|
$700
|
2014
|
|
14.8
|
|
|
$37.15
|
|
$550
|
2013
|
|
16.4
|
|
|
$33.62
|
|
$550
|
(000, except per share data)
|
|
Number of shares
|
|
|
Weighted
average
exercise price
|
|
|
Weighted average remaining contractual term
|
|
Aggregate
intrinsic value
|
Outstanding at January 31, 2015
|
|
1,038
|
|
|
$7.05
|
|
|
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
Exercised
|
|
(728
|
)
|
|
6.92
|
|
|
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
Outstanding at January 30, 2016, all vested
|
|
310
|
|
|
$7.34
|
|
0.55
|
|
$15,168
|
|
|
|
|
|
|
|
Options outstanding and exercisable
|
||||||||||
Exercise price range
|
|
Number of shares
|
|
|
Remaining life
|
|
Exercise price
|
|
|||||||||
$
|
6.08
|
|
|
to
|
|
$
|
6.89
|
|
|
|
45
|
|
|
0.35
|
|
$6.77
|
|
6.95
|
|
|
to
|
|
6.95
|
|
|
|
148
|
|
|
0.13
|
|
6.95
|
|
||
7.04
|
|
|
to
|
|
7.35
|
|
|
|
14
|
|
|
0.24
|
|
7.24
|
|
||
7.66
|
|
|
to
|
|
7.66
|
|
|
|
6
|
|
|
0.71
|
|
7.66
|
|
||
8.19
|
|
|
to
|
|
8.19
|
|
|
|
97
|
|
|
1.31
|
|
8.19
|
|
||
$
|
6.08
|
|
|
to
|
|
$
|
8.19
|
|
|
|
310
|
|
|
0.55
|
|
$7.34
|
(000, except per share data)
|
|
Number of
shares
|
|
|
Weighted
average
grant date
fair value
|
|
Unvested at January 31, 2015
|
|
6,982
|
|
|
$24.01
|
|
Awarded
|
|
2,239
|
|
|
51.95
|
|
Released
|
|
(2,726
|
)
|
|
17.32
|
|
Forfeited
|
|
(391
|
)
|
|
31.04
|
|
Unvested at January 30, 2016
|
|
6,104
|
|
|
$34.87
|
|
|
Quarter Ended
|
|
||||||||||||||
($000, except per share data)
|
|
May 2, 2015
|
|
|
August 1, 2015
|
|
|
October 31, 2015
|
|
|
January 30, 2016
|
|
|||||
Sales
|
|
$
|
2,938,148
|
|
|
$
|
2,968,270
|
|
|
$
|
2,782,855
|
|
|
$
|
3,250,726
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
2,067,455
|
|
|
2,119,480
|
|
|
2,003,347
|
|
|
2,386,591
|
|
|
||||
Selling, general and administrative
|
|
409,298
|
|
|
435,226
|
|
|
443,354
|
|
|
450,877
|
|
|
||||
Interest expense, net
|
|
2,003
|
|
|
1,652
|
|
|
4,427
|
|
|
4,530
|
|
|
||||
Total costs and expenses
|
|
2,478,756
|
|
|
2,556,358
|
|
|
2,451,128
|
|
|
2,841,998
|
|
|
||||
Earnings before taxes
|
|
459,392
|
|
|
411,912
|
|
|
331,727
|
|
|
408,728
|
|
|
||||
Provision for taxes on earnings
|
|
177,187
|
|
|
153,273
|
|
|
116,071
|
|
|
144,567
|
|
|
||||
Net earnings
|
|
$
|
282,205
|
|
|
$
|
258,639
|
|
|
$
|
215,656
|
|
|
$
|
264,161
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
1,2
|
|
$
|
0.69
|
|
|
$
|
0.64
|
|
|
$
|
0.54
|
|
|
$
|
0.66
|
|
|
Earnings per share – diluted
1,2
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
$
|
0.53
|
|
|
$
|
0.66
|
|
|
Cash dividends declared per share
|
|
|
|
|
|
|
|
|
|
||||||||
on common stock
2
|
|
$
|
0.1175
|
|
|
$
|
0.1175
|
|
|
$
|
0.1175
|
|
|
$
|
0.1175
|
|
|
Stock price
2
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
53.73
|
|
|
$
|
53.28
|
|
|
$
|
56.53
|
|
|
$
|
56.26
|
|
|
Low
|
|
$
|
45.93
|
|
|
$
|
47.79
|
|
|
$
|
47.22
|
|
|
$
|
44.81
|
|
|
|
|
Quarter Ended
|
|
||||||||||||||
($000, except per share data)
|
|
May 3, 2014
|
|
|
August 2, 2014
|
|
|
November 1, 2014
|
|
|
January 31, 2015
|
|
|
||||
Sales
|
|
$
|
2,680,593
|
|
|
$
|
2,729,566
|
|
|
$
|
2,598,820
|
|
|
$
|
3,032,698
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
1,908,184
|
|
|
1,944,017
|
|
|
1,882,185
|
|
|
2,203,570
|
|
|
||||
Selling, general and administrative
|
|
379,802
|
|
|
395,225
|
|
|
410,002
|
|
|
430,342
|
|
|
||||
Interest (income) expense, net
|
|
(104
|
)
|
|
(95
|
)
|
|
777
|
|
|
2,406
|
|
|
||||
Total costs and expenses
|
|
2,287,882
|
|
|
2,339,147
|
|
|
2,292,964
|
|
|
2,636,318
|
|
|
||||
Earnings before taxes
|
|
392,711
|
|
|
390,419
|
|
|
305,856
|
|
|
396,380
|
|
|
||||
Provision for taxes on earnings
|
|
148,798
|
|
|
150,858
|
|
|
113,136
|
|
|
147,850
|
|
|
||||
Net earnings
|
|
$
|
243,913
|
|
|
$
|
239,561
|
|
|
$
|
192,720
|
|
|
$
|
248,530
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
1,2
|
|
$
|
0.58
|
|
|
$
|
0.58
|
|
|
$
|
0.47
|
|
|
$
|
0.61
|
|
|
Earnings per share – diluted
1,2
|
|
$
|
0.58
|
|
|
$
|
0.57
|
|
|
$
|
0.46
|
|
|
$
|
0.60
|
|
|
Cash dividends declared per share
|
|
|
|
|
|
|
|
|
|
||||||||
on common stock
2
|
|
$
|
0.1000
|
|
|
$
|
0.1000
|
|
|
$
|
0.1000
|
|
|
$
|
0.1000
|
|
|
Stock price
2
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
37.05
|
|
|
$
|
34.83
|
|
|
$
|
40.42
|
|
|
$
|
48.47
|
|
|
Low
|
|
$
|
32.89
|
|
|
$
|
31.08
|
|
|
$
|
32.32
|
|
|
$
|
40.22
|
|
|
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
|
|
427
|
|
2
|
$7.34
|
|
18,689
|
|
3
|
|
Equity compensation plans not
|
|
|
|
|
|
|
|
|||
approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
427
|
|
|
$7.34
|
|
18,689
|
|
|
1.
|
List of Consolidated Financial Statements.
|
|
|
ROSS STORES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/Barbara Rentler
|
Date:
|
March 29, 2016
|
|
Barbara Rentler
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/Barbara Rentler
|
|
Chief Executive Officer, Director
|
|
March 29, 2016
|
Barbara Rentler
|
|
|
|
|
|
|
|
|
|
/s/Michael J. Hartshorn
|
|
Group Senior Vice President, Chief Financial Officer,
|
|
March 29, 2016
|
Michael J. Hartshorn
|
|
and Principal Accounting Officer
|
|
|
|
|
|
|
|
/s/Michael Balmuth
|
|
Executive Chairman of the Board, Director
|
|
March 29, 2016
|
Michael Balmuth
|
|
|
|
|
|
|
|
|
|
/s/K. Gunnar Bjorklund
|
|
Director
|
|
March 29, 2016
|
K. Gunnar Bjorklund
|
|
|
|
|
|
||||
/s/Michael J. Bush
|
|
Director
|
|
March 29, 2016
|
Michael J. Bush
|
|
|
|
|
|
||||
/s/Norman A. Ferber
|
|
Chairman Emeritus of the Board, Director
|
|
March 29, 2016
|
Norman A. Ferber
|
|
|
|
|
|
||||
/s/Sharon D. Garrett
|
|
Director
|
|
March 29, 2016
|
Sharon D. Garrett
|
|
|
|
|
|
||||
/s/Stephen D. Milligan
|
|
Director
|
|
March 29, 2016
|
Stephen D. Milligan
|
|
|
|
|
|
||||
/s/G. Orban
|
|
Director
|
|
March 29, 2016
|
George P. Orban
|
|
|
|
|
|
||||
/s/Michael O'Sullivan
|
|
President and Chief Operating Officer, Director
|
|
March 29, 2016
|
Michael O'Sullivan
|
|
|
|
|
|
|
|
|
|
/s/Larry S. Peiros
|
|
Director
|
|
March 29, 2016
|
Lawrence S. Peiros
|
|
|
|
|
|
||||
/s/G. L. Quesnel
|
|
Director
|
|
March 29, 2016
|
Gregory L. Quesnel
|
|
|
|
|
10.7
|
|
Ross Stores, Inc. 2000 Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2000.
|
10.8
|
|
Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan, Amended and Restated on March 11, 2015, incorporated by reference to Exhibit 10.1 filed by Ross Stores, Inc. for its quarter ended August 1, 2015.
|
10.9
|
|
Amended and Restated Ross Stores, Inc. 1991 Outside Directors Stock Option Plan, as amended through January 30, 2003, incorporated by reference to Exhibit 10.9 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2003.
|
10.10
|
|
Ross Stores Executive Medical Plan, incorporated by reference to Exhibit 10.9 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 1999.
|
10.11
|
|
Ross Stores Executive Dental Plan, incorporated by reference to Exhibit 10.10 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 1999.
|
10.12
|
|
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.
|
10.13
|
|
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.
|
10.14
|
|
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.
|
10.15
|
|
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.
|
10.16
|
|
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.
|
10.17
|
|
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.
|
10.18
|
|
Ross Stores, Inc. 2008 Equity Incentive Plan As Amended Through May 21, 2014.
|
10.19
|
|
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.
|
10.20
|
|
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.
|
10.21
|
|
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.
|
10.22
|
|
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.
|
10.23
|
|
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.
|
10.24
|
|
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.
|
10.25
|
|
Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2014.
|
10.26
|
|
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.
|
10.27
|
|
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.
|
10.28
|
|
Form of Performance Shares Grant Agreement, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2014.
|
10.29
|
|
Form of Indemnity Agreement between Ross Stores, Inc. 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, 2013.
|
10.30
|
|
Form of Executive Employment Agreement, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2014.
|
10.31
|
|
Forms of Executive Employment Agreement between Ross Stores, Inc. and Executives, incorporated by reference to Exhibit 10.1 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.32
|
|
Forms of Amendment to Executive Employment Agreement between Ross Stores, Inc. and Executives, incorporated by reference to Exhibit 10.2 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.33
|
|
Amended and Restated Independent Contractor Consultancy Agreement effective January 6, 2010 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.47 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2010.
|
10.34
|
|
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.
|
10.35
|
|
Amendment to Independent Contractor Consultancy Agreement effective February 17, 2015 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.3 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.36
|
|
Amended and Restated Retirement Benefit Package Agreement effective January 6, 2010 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.48 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.
|
10.37
|
|
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.
|
10.38
|
|
Amendment to Retirement Benefit Package Agreement effective February 17, 2015 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.4 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.39
|
|
Third Amendment to Retirement Benefit Package Agreement effective January 1, 2016 between Norman A. Ferber and Ross Stores, Inc.
|
10.40
|
|
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.
|
10.41
|
|
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.
|
10.42
|
|
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.
|
10.43
|
|
Restated Third Amendment to the Employment Agreement effective April 6, 2007 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 31, 2009.
|
10.44
|
|
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.
|
10.45
|
|
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.
|
10.46
|
|
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.
|
10.47
|
|
Employment Agreement 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.
|
10.48
|
|
First Amendment to Employment Agreement between Michael Balmuth and Ross Stores, Inc. dated March 15, 2015, incorporated by reference to Exhibit 10.2 filed by Ross Stores, Inc. for its quarter ended August 1, 2015.
|
10.49
|
|
Second Amendment to Employment Agreement effective January 1, 2016 between Michael Balmuth and Ross Stores, Inc.
|
10.50
|
|
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.
|
10.51
|
|
Executive Employment Agreement effective June 1, 2014 between Barbara Rentler and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2014.
|
10.52
|
|
Amendment to Executive Employment Agreement effective March 16, 2015 between Barbara Rentler and Ross Stores, Inc., incorporated by reference to Exhibit 10.5 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.53
|
|
Executive Employment Agreement effective June 1, 2014 between Michael O'Sullivan and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2014.
|
10.54
|
|
Amendment to Executive Employment Agreement effective March 16, 2015 between Michael O'Sullivan and Ross Stores, Inc., incorporated by reference to Exhibit 10.6 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.55
|
|
Executive Employment Agreement effective March 16, 2013 between James Fassio and Ross Stores, Inc., incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 4, 2013.
|
10.56
|
|
Executive Employment Agreement effective November 19, 2015 between James S. Fassio and Ross Stores, Inc.
|
10.57
|
|
Executive Employment Agreement effective March 16, 2015 between Michael Hartshorn and Ross Stores, Inc., incorporated by reference to Exhibit 10.7 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
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10.58
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Executive Employment Agreement effective March 16, 2013 between Douglas Baker 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 31, 2015.
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10.59
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Severance Agreement effective January 31, 2015 between Doug Baker and Ross Stores, Inc., incorporated by reference to Exhibit 10.8 filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
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21
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Subsidiaries.
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23
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Consent of Independent Registered Public Accounting Firm.
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31.1
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Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
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31.2
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Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
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I.
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Paragraph 1.1(a) of the Retirement Benefit Package Agreement is hereby amended by deleting the last sentence thereof and inserting the following at the end thereof:
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ROSS STORES, INC.
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NORMAN FERBER
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/s/G. Orban
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/s/Norman A. Ferber
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By: George P. Orban
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Norman Ferber
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Chairman of the Compensation Committee
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Date
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Date
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1.
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Paragraph 3 of the Employment Agreement is hereby amended by deleting the phrase “at the Company’s New York buying office” and inserting the phrase “primarily at the Company’s corporate headquarters in Dublin, California” in place thereof.
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2.
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Paragraph 4(i) of the Employment Agreement is hereby amended by deleting the last sentence thereof and inserting the following at the end thereof:
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ROSS STORES, INC.
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EXECUTIVE
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/s/G. Orban
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/s/Michael Balmuth
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By: George P. Orban
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Michael Balmuth
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Chairman of the Compensation Committee
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Date
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Date
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ROSS STORES, INC.
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EXECUTIVE
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/s/Michael Balmuth
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/s/James S. Fassio
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By: Michael Balmuth
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James S. Fassio
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Executive Chairman
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President and Chief Development Officer
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1.
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Executive ______________ employment with Ross effective ______________ (the “Separation Date”).
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2.
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Any inquiries by prospective employers or others should be referred to Ross’ third party provider The Work Number, phone number 1-800-367-5690 or http://www.theworknumber.com.
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3.
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Executive understands that the Executive Employment Agreement, effective _______ (“Executive Agreement”), requires Executive to execute this General Release as a condition to receiving cash payments, benefits and equity as may be provided under the terms of the Executive Agreement.
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4.
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In consideration for Ross’ promises herein, Executive knowingly and voluntarily releases and forever discharges Ross, and all parent corporations, affiliates, subsidiaries, divisions, successors and assignees, as well as the current and former employees, attorneys, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, judgments, promises, agreements, obligations, damages, losses, costs, expenses (including attorneys’ fees) or liabilities of whatever kind and character, known and unknown, which Executive may now have, has ever had, or may in the future have, arising from or in any way connected with any and all matters from the beginning of time to the date hereof, including but not limited to any alleged causes of action for:
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•
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Title VII of the Civil Rights Act of 1964, as amended
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•
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The National Labor Relations Act, as amended
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•
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The Civil Rights Act of 1991
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•
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Sections 1981 through 1988 of Title 42 of the United States Code, as amended
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•
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The Employee Retirement Income Security Act of 1974, as amended
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•
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The Immigration Reform and Control Act, as amended
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•
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The Americans with Disabilities Act of 1990, as amended
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•
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The Age Discrimination in Employment Act of 1967, as amended
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•
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The Workers Adjustment and Retraining Notification Act, as amended
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•
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The Occupational Safety and Health Act, as amended
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•
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The Sarbanes-Oxley Act of 2002
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•
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The United States Equal Pay Act of 1963
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•
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California Family Rights Act – Cal. Govt. Code § 12945.2 et seq.
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•
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California Fair Employment and Housing Act – Cal. Gov’t Code § 12900 et seq.
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•
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Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim – Cal. Lab. Code §132a (1) to (4)
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•
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Statutory Provision Regarding Representations and Relocation of Employment (Cal. Lab. Code §970 et seq.)
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•
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California Unruh Civil Rights Act – Civ. Code § 51 et seq.
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•
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California Sexual Orientation Bias Law – Cal. Lab. Code §1101 et seq.
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•
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California AIDS Testing and Confidentiality Law – Cal. Health & Safety Code §199.20 et seq.
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•
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California Confidentiality of Medical Information – Cal. Civ. Code §56 et seq.
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•
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California Smokers’ Rights Law – Cal. Lab. Code §96
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•
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California Parental Leave Law – Cal. Lab. Code §230.7 et seq.
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•
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California Apprenticeship Program Bias Law – Cal. Lab. Code §3070 et seq.
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•
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California Wage Payment Act, as amended
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•
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California Equal Pay Law – Cal. Lab. Code §1197.5 et seq.
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•
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California Whistleblower Protection Law – Cal. Lab. Code § 1102-5(a) to (c)
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•
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California Military Personnel Bias Law – Cal. Mil. & Vet. Code §394 et seq.
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•
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California Family and Medical Leave – Cal. Lab. Code §233
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•
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California Parental Leave for School Visits Law – Cal. Lab. Code §230.7 et seq.
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•
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California Electronic Monitoring of Employees – Cal. Lab. Code §435 et seq.
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•
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Cal/OSHA law, as amended
|
•
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California Consumer Reports: Discrimination Law – Cal. Civ. Code §1786.10 et seq.
|
•
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California Political Activities of Employees Act – Cal. Lab. Code §1101 et seq.
|
•
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California Domestic Violence Victim Employment Leave Act – Cal. Lab. Code §230.1
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•
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California Voting Leave Law – Cal. Elec. Code §14350 et seq.
|
•
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California Court Leave Law – Cal. Lab. Code §230
|
•
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California Labor Code sections 2698 and 2699
|
•
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Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance
|
•
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Any public policy, contract, tort, or common law, or
|
•
|
Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters
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5.
|
This Agreement does not prevent Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission, although by signing this Agreement Executive waives his or her right to recover any damages or other relief in any claim or suit brought by or through the Equal Employment Opportunity Commission or any other state or local agency on his or her behalf under any federal or state discrimination law, except where prohibited by law. Executive agrees to release and discharge Ross not only from any and all claims which he or she could make on his or her own behalf but also specifically waive any right to become, and promise not to become, a member of any class in any proceeding or case in which a claim or claims against Ross may arise, in whole or in part, from any event which occurred as of the date of this Agreement. Executive agrees to pay for any legal fees or costs incurred by Ross as a result of any breach of the promises in this paragraph. The parties agree that if Executive, by no action of his or her own, becomes a mandatory member of any class from which he or she cannot, by operation of law or order of court, opt out, Executive shall not be required to pay for any legal fees or costs incurred by Ross as a result.
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6.
|
Executive affirms that he or she has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he or she may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to him or her, except as provided in this Agreement. Executive furthermore affirms that he or she has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested, including any under the Family and Medical Leave Act or any other leaves authorized by federal or state law, and that Executive has not reported any purported improper, unethical or illegal conduct or activities to any supervisor, manager, executive human resources representative or agent of Ross Stores and has no knowledge of any such improper, unethical or illegal conduct or activities. Executive additionally represents and affirms that during the course of employment at Ross, Executive has taken no actions contrary to or inconsistent with Executive’s job responsibilities or the best interests of Ross’ business.
|
7.
|
The parties expressly acknowledge that those certain employment obligations set forth in the Executive Agreement, including but not limited to all obligations set forth in Paragraph 9 of the Executive Agreement, shall remain in full force and effect for the time period(s) specified in the Executive Agreement.
|
8.
|
Executive agrees that this is a private agreement and that he or she will not discuss the fact that it exists or its terms with anyone else except with his or her spouse, attorney, accountant, or as required by law. Further, Executive agrees not to defame, disparage or demean Ross in any way (excluding actions or communications expressly required or permitted by law).
|
9.
|
Any party to this Agreement may bring an action in law or equity for its breach. Unless otherwise ordered by the Court, only the provisions of this Agreement alleged to have been breached shall be disclosed.
|
10.
|
This Agreement has been made in the State of California and the law of said State shall apply to it. If any part of this Agreement is found to be invalid, the remaining parts of the Agreement will remain in effect as if no invalid part existed.
|
11.
|
This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings between the parties, except for any confidentiality, trade secrets and inventions agreements previously entered into with the company (which will remain in full force and effect), and may not be modified except in a writing agreed to and signed by both parties, providing however that Employer may modify this form of agreement from time to time solely as needed to comply with federal, state or local laws in effect that the time this Agreement is to be executed. Executive acknowledges that he or she has not relied on any representations, promises, or agreements of any kind made to him or her in connection with his or her decision to accept this Agreement except for those set forth in this Agreement.
|
12.
|
Executive further agrees to make him or herself available as needed and fully cooperate with Ross in defending any anticipated, threatened, or actual litigation that currently exists, or may
|
13.
|
Waiver
: By signing this Agreement, Executive acknowledges that he or she:
|
(a)
|
Has carefully read and understands this Agreement;
|
(b)
|
Has been given a full twenty-one (21) days within which to consider the terms of this Agreement and consult with an attorney of his or her choice, and to the extent he or she executes this Agreement prior to expiration of the full twenty-one (21) days, knowingly and voluntarily waives that period following consultation with an attorney of his or her choice;
|
(c)
|
Is, through this Agreement, releasing Ross from any and all claims he or she may have against it that have arisen as of the date of this Agreement, including but not limited to, rights or claims arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §62l,
et seq
.);
|
(d)
|
Knowingly and voluntarily agrees to all of the terms set forth in this Agreement;
|
(e)
|
Knowingly and voluntarily intends to be legally bound by the same;
|
(f)
|
Is hereby advised in writing to consider the terms of this Agreement and to consult with an attorney of his or her choice prior to executing this Agreement;
|
(g)
|
Has consulted with an attorney of his or her choosing prior to signing this Agreement;
|
(h)
|
Understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621,
et seq
.) that may arise after the date of this Agreement are not waived;
|
(i)
|
Has a full seven (7) days following the execution of this Agreement to revoke this Agreement ("the Revocation Period") in writing and hereby is advised that this Agreement shall not become effective or enforceable until the Revocation Period has expired.
|
14.
|
Executive fully understands the final and binding effect of the Agreement. Executive acknowledges that he or she signs this Agreement voluntarily of his or her own free will.
|
Subsidiary Name
|
|
Domiciled
|
Date of Incorporation
|
Ross Procurement, Inc.
|
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Delaware
|
November 22, 2004
|
Ross Merchandising, Inc.
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Delaware
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January 12, 2004
|
Ross Dress For Less, Inc.
|
|
Virginia
|
January 14, 2004
|
Retail Assurance Group, Inc.
|
|
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:
|
March 29, 2016
|
/s/Barbara Rentler
|
|
|
Barbara Rentler
|
|
|
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:
|
March 29, 2016
|
/s/Michael J. Hartshorn
|
|
|
Michael J. Hartshorn
|
|
|
Group Senior Vice President, Chief Financial Officer,
|
|
|
and Principal Accounting 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:
|
March 29, 2016
|
/s/Barbara Rentler
|
|
|
Barbara Rentler
|
|
|
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:
|
March 29, 2016
|
/s/Michael J. Hartshorn
|
|
|
Michael J. Hartshorn
|
|
|
Group Senior Vice President, Chief Financial Officer,
|
|
|
and Principal Accounting Officer
|