Ross Stores (ROST) 10-K risk factor changes: FY2016 vs FY2015

Our Annual Report on Form 10-K for fiscal [removed: 2014,] [added: 2015,] and information we provide in our Annual Report to Stockholders, press releases, and other investor communications, including those on our corporate website, may contain forward-looking statements with respect to anticipated future events and our projected growth, financial performance, operations, and competitive position that are subject to risks and uncertainties that could cause our actual results to differ materially from those forward-looking statements and our prior expectations and projections.

[removed: | • | An increase in the level of competitive] [added: Competitive] pressures in the apparel [removed: or] [added: and] home-related merchandise retailing [removed: industry. |][added: industry are high.]

[removed: | • | Changes] [added: Unexpected changes] in the level of consumer spending on or preferences for apparel [removed: or] [added: and] home-related merchandise. [removed: |]

[removed: | • |] Unseasonable weather [removed: trends that could] [added: may] affect [added: shopping patterns and] consumer demand for seasonal apparel and [removed: apparel-related products. |][added: other merchandise.]

[removed: | • | Changes in] [added: We depend on] the [added: market] availability, quantity, [removed: or] [added: and] quality of attractive brand name merchandise at desirable [removed: discounts that could impact our] [added: discounts, and on the] ability [added: of our buyers] to purchase [removed: product and continue] [added: merchandise] to [added: enable us to] offer customers a wide assortment of merchandise at competitive prices. [removed: |]

[removed: | • | Potential disruptions] [added: Disruptions] in [removed: the] [added: our] supply chain or in [added: our] information systems [removed: that] could impact our ability to [added: process sales and to] deliver product to our stores in a timely and cost-effective manner. [removed: |]

[removed: | • | 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, [removed: two] [added: three] operating distribution centers, two warehouses, and [removed: 25%] [added: approximately 24%] of our stores are located in California. [removed: |]

[removed: | • | Attract,] [added: We must continually attract,] train, and retain associates with the retail talent necessary to execute our [added: off-price retail] strategies. [removed: |]

[removed: | • | Protect against] [added: Data] security breaches, including cyber-attacks on our transaction processing and computer information systems, [removed: that] could result in [removed: the theft, transfer] [added: theft] or unauthorized disclosure of customer, credit card, [removed: employee] [added: employee,] or other private and valuable information that we [removed: collect and process] [added: handle] in the ordinary course of our [removed: business, and avoid resulting damage to our reputation, loss of customer confidence, exposure to litigation and regulatory action, unanticipated costs and disruption of our operations. |][added: business.]

[removed: | • | Achieve] [added: In order to achieve our] planned gross [removed: margins by] [added: margins, we must] effectively [removed: managing] [added: manage our] inventories, markdowns, and inventory shortage. [removed: |]

The retail industry is highly competitive and the marketplace is highly fragmented, as many different retailers compete for market share by utilizing a variety of store formats and merchandising strategies.

We expect competition to increase in the future.

There are no significant economic barriers for others to enter our retail sector.

We compete with many other local, regional, and national retailers, traditional department stores, upscale mass merchandisers, other off-price retailers, specialty stores, internet and catalog businesses, and other forms of retail commerce, for customers, associates, store locations, and merchandise.

Our retail competitors constantly adjust their pricing, business strategies and promotional activity (particularly during holiday periods) in response to changing conditions.

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

Intense pressures from our competitors, our inability to adapt effectively and quickly to a changing competitive landscape, or a failure to effectively execute our off-price model, could reduce demand for our merchandise, decrease our inventory turnover, cause greater markdowns, and negatively affect our sales and margins.

Our success depends on our ability to effectively buy and resell merchandise that meets customer demand.

We work on an ongoing basis to identify customer trends and preferences, and to obtain merchandise inventory to meet anticipated customer needs.

It is very challenging to successfully do this well and consistently across our diverse merchandise categories and in the multiple markets in which we operate throughout the United States.

Although our off-price business model provides us certain advantages and could allow us greater flexibility than traditional retailers in adjusting our merchandise mix to ever-changing consumer tastes, our merchandising decisions may still fail to correctly anticipate and match consumer trends and preferences, particularly in our newer geographic markets.

Failure to correctly anticipate and match the trends, preferences, and demands of our customers could adversely affect our business, financial condition, and operating results.

Unseasonable weather and prolonged, extreme temperatures, and events such as storms, affect consumers’ buying patterns and willingness to shop, and could adversely affect the demand for merchandise in our stores, particularly in apparel and seasonal merchandise.

Among other things, weather conditions may also affect our ability to deliver our products to our stores or require us to close certain stores temporarily, thereby reducing store traffic.

Even if stores are not closed, many customers may decide to avoid going to stores in bad weather.

As a result, unseasonable weather in any of our markets could lead to disappointing sales and increase our markdowns, which may negatively affect our sales and margins.

We are subject to impacts from the macro-economic environment, financial and credit markets, and geopolitical conditions that affect consumer confidence and consumer disposable income.

Consumer spending habits for the merchandise we sell are affected by many factors, including prevailing economic conditions, recession and fears of recession, levels of unemployment, salaries and wage rates, housing costs, energy and fuel costs, income tax rates and the timing of tax refunds, inflation, consumer confidence in future economic conditions, consumer perceptions of personal well-being and security, availability of consumer credit, consumer debt levels, and consumers’ disposable income.

Adverse developments in any of these areas could reduce demand for our merchandise, decrease our inventory turnover, cause greater markdowns, and negatively affect our sales and margins.

All of our stores are located in the United States, so we are especially susceptible to changes in the U.S. economy.

We purchase the majority of our inventory based on our sales plans.

If our sales plans significantly differ from actual demand, we may experience higher inventory levels and need to take markdowns on excess or slow-moving inventory, resulting in decreased profit margins.

We also may have insufficient inventory to meet customer demand, leading to lost sales opportunities.

As a regular part of our business, we purchase “packaway” inventory with the intent that it will be stored in our warehouses until a later date.

The timing of the release of packaway inventory to our stores varies by merchandise category and by season, but it typically remains in storage less than six months.

Packaway inventory is frequently a significant portion of our overall inventory.

If we make packaway purchases that do not meet consumer preferences at the later time of release to our stores, we could have significant inventory markdowns.

Changes in packaway inventory levels could impact our operating cash flow.

Although we have various systems to help protect against loss or theft of our inventory, both when in storage and once distributed to our stores, we may have damaged, lost, or stolen inventory (called “shortage”) in higher amounts than we forecast, which would result in write-offs, lost sales, and reduced margins.

Opportunistic buying, lean inventory levels, and frequent inventory turns are critical elements of our off-price business strategy.

And maintaining an overall pricing differential to department and specialty stores is key to our ability to attract customers and sustain our sales and gross margins.

Our opportunistic buying places considerable discretion on our merchants, who are in the marketplace continually and who are generally purchasing merchandise for the current or upcoming season.

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

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

Shortages or disruptions in the availability to us of high quality merchandise would likely have a material adverse effect on our sales and margins.

Like other large retailers, we rely on commercially available computer and telecommunications systems to process, transmit, and store payment card and other personal and confidential information, and to provide data security for those transactions.

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

Cyber criminals may attempt to penetrate our information systems to misappropriate customer or business information, including but not limited to credit/debit card, personnel, or trade information.

Despite security measures we have in place, our facilities and systems (or those of third-party service providers) may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events.

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

We are subject to the economic and industry risks that affect large retailers operating in the United States.

Our business is exposed to the risks of a large, multi-store retailer, which must continually and efficiently obtain and distribute a supply of fresh merchandise throughout a large and growing network of stores and distribution centers.

These risk factors include:

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| • | 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. |

| • | A change in the availability, quality, or cost of new store real estate locations. |

We are subject to operating risks as we attempt to execute on our merchandising and growth strategies.

The continued success of our business depends in part upon our ability to increase sales at our existing store locations, to open new stores, and to operate stores on a profitable basis.

Our existing strategies and store and distribution center expansion programs may not result in a continuation of our anticipated revenue or profit growth.

In executing our off-price retail strategies and working to improve efficiencies, expand our store network, and reduce our costs, we face a number of operational risks, including our ability to:

| • | Effectively operate and continually upgrade our various supply chain, store, core merchandising, and other information systems. |

| • | Improve our merchandising and transaction processing capabilities, and the reliability and security of our data communication systems, through implementation of new processes and systems enhancements. |

| • | 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 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. |

| • | Effectively manage all operating costs of the business, the largest of which are payroll and benefit costs for store and distribution center employees. |

Ross is the largest off-price apparel and home fashion chain in the United States with [removed: 1,210] [added: 1,274] locations in [removed: 33] [added: 34] states, the District of Columbia and Guam as of January [removed: 31, 2015.][added: 30, 2016.]

[removed: We also operate 152 dd’s DISCOUNTS] stores in 15 states as of January [removed: 31, 2015] [added: 30, 2016] that feature a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day.

Our sales and earnings gains in [removed: 2014] [added: 2015] continued to benefit from efficient execution of our off-price model throughout all areas of our business.

We refer to our fiscal years ended January [added: 30, 2016, January] 31, 2015, [removed: February 1, 2014,] and February [removed: 2, 2013] [added: 1, 2014] as fiscal [removed: 2014,] [added: 2015,] fiscal [removed: 2013,] [added: 2014,] and fiscal [removed: 2012,] [added: 2013,] respectively.

The following table summarizes the financial results for fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012:][added: 2013:]

| | | [removed: 2014 |] [added: 2015] | | | [removed: 2013] | [added: 2014] | | | [removed: 2012] | [added: 2013] | | [removed: ¹] |

| Sales | | | | | | | | | | | | | [removed: |]

| Sales (millions) | | $ | [removed: 11,042] [added: 11,940] | | | $ | [removed: 10,230] [added: 11,042] | | | $ | [removed: 9,721 |] [added: 10,230] | |

| Sales growth | | [removed: 7.9] [added: 8.1] | | % | | [removed: 5.2] [added: 7.9] | | % | | [removed: 12.9] [added: 5.2] | | % | [removed: |]

| Comparable store sales growth [removed: (52-week basis)] | | [removed: 3] [added: 4] | | % | | 3 | | % | | [removed: 6] [added: 3] | | % | [removed: |]

| Costs and expenses (as a percent of sales) | | | | | | | | | | | | | [removed: |]

| Cost of goods sold | | [removed: 71.9] [added: 71.8] | | % | | [removed: 72.0] [added: 71.9] | | % | | [removed: 72.1] [added: 72.0] | | % | [removed: |]

| Selling, general and administrative | | 14.6 | | % | | [removed: 14.9] [added: 14.6] | | % | | [removed: 14.8] [added: 14.9] | | % | [removed: |]

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

| Earnings before taxes (as a percent of sales) | | 13.5 | | % | | [removed: 13.1] [added: 13.5] | | % | | [removed: 13.0] [added: 13.1] | | % | [removed: |]

| Net earnings (as a percent of sales) | | [removed: 8.4] [added: 8.5] | | % | | [removed: 8.2] [added: 8.4] | | % | | [removed: 8.1] [added: 8.2] | | % | [removed: |]

Total stores open at the end of fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] were [added: 1,446,] 1,362, [removed: 1,276,] and [removed: 1,199,] [added: 1,276,] respectively.

The number of stores at the end of fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] increased by [removed: 7%,] 6%, [added: 7%,] and [removed: 7%] [added: 6%] from the respective prior years.

| Store Count | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | |

| Beginning of the period | [removed: 1,276] [added: 1,362] | | | [removed: 1,199] [added: 1,276] | | | [removed: 1,125] [added: 1,199] | |

| Opened in the period | [removed: 95] [added: 90] | | | [removed: 88] [added: 95] | | | [removed: 82] [added: 88] | |

| Closed in the period | [removed: (9)] [added: (6] | [added: )] | | [removed: (11] [added: (9] | ) | | [removed: (8] [added: (11] | ) |

| End of the period | [removed: 1,362] [added: 1,446] | | | [removed: 1,276] [added: 1,362] | | | [removed: 1,199] [added: 1,276] | |

| Selling square footage at the end of the period (000) | [removed: 30,400] [added: 31,900] | | | [removed: 28,900] [added: 30,400] | | | [removed: 27,800] [added: 28,900] | |

Sales for fiscal [removed: 2014] [added: 2015] increased [removed: $0.8] [added: $0.9] billion, or [removed: 7.9%,] [added: 8.1%,] compared to the prior year due to the opening of [removed: 86] [added: 84] net new stores during [removed: 2014] [added: 2015] and a [removed: 3%] [added: 4%] increase in comparable store sales (defined as stores that have been open for more than 14 complete months).

Sales for fiscal [removed: 2013] [added: 2014] increased [removed: $0.5] [added: $0.8] billion, or [removed: 5.2%,] [added: 7.9%,] compared to the prior year due to the opening of [removed: 77] [added: 86] net new stores during [removed: 2013] [added: 2014] and a 3% increase in sales from comparable stores.

Our sales mix is shown below for fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012:][added: 2013:]

| | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | |

| Home Accents and Bed and Bath | | [removed: 24] [added: 25] | % | | 24 | % | | 24 | % |

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

Although our strategies and store expansion program contributed to sales gains in fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] we cannot be sure that they will result in a continuation of sales growth or in an increase in net earnings.

Cost of goods sold as a percentage of sales for fiscal 2014 decreased approximately [removed: 5] [added: five] basis points from the prior year primarily due to a 20 basis point increase in merchandise gross margin.

Cost of goods sold in fiscal [removed: 2013] [added: 2015] increased [removed: $349.5] [added: $638.9] million compared to the prior year mainly due to increased sales from the opening of [removed: 77] [added: 84] net new stores during the year and a [removed: 3%] [added: 4%] increase in sales from comparable stores.

Cost of goods sold as a percentage of sales for fiscal [removed: 2013] [added: 2015] decreased approximately [removed: 15] [added: five] basis points from the prior [removed: year.][added: year primarily due to a 45 basis point increase in merchandise gross margin and five basis points of occupancy leverage.]

We cannot be sure that the gross profit margins realized in fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] will continue in future years.

For fiscal 2014, [removed: selling, general and administrative expenses (“SG&A”)] [added: SG&A] increased $89.0 million compared to the prior year, mainly due to increased store operating costs reflecting the opening of 86 net new stores during the year.

For fiscal [removed: 2013, SG&A] [added: 2015, selling, general and administrative expenses (“SG&A”)] increased [removed: $88.5] [added: $123.4] million compared to the prior year, mainly due to increased store operating costs reflecting the opening of [removed: 77] [added: 84] net new stores [added: and the impact of wage rate increases] during the year.

SG&A as a percentage of sales for fiscal [removed: 2013 increased] [added: 2015 decreased] by approximately [removed: 15] [added: five] basis points compared to the prior year primarily due to [removed: higher costs related to] [added: leverage resulting from] the [removed: relocation of our data center.][added: 4% increase in comparable store sales.]

In fiscal [removed: 2014,] [added: 2015,] net interest expense increased by [removed: $3.2] [added: $9.6] million [added: and rose as a percentage of sales,] primarily due to the issuance of our unsecured 3.375% Senior Notes due September [removed: 2024.][added: 2024 in the third quarter of fiscal 2014 and the reduction of capitalized interest.]

The table below shows the components of interest expense and income for fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012:][added: 2013:]

We also operate 172 dd’s DISCOUNTS

All share and per share amounts have been adjusted for the two-for-one stock split effective June 11, 2015.

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This improvement was partially offset by a 35 basis point increase in distribution expenses related to our recent infrastructure investments and higher freight costs of 10 basis points.

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| ($000) | | 2015 | | | | 2014 | | | | 2013 | | |

| 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 | ) |

Our effective tax rates for fiscal 2015, 2014 and 2013 were approximately 37%, 38% and 38%, respectively.

The decrease in cash flow from operating activities in fiscal 2015 compared to fiscal 2014 was primarily driven by the changes in packaway inventory levels and the timing of packaway receipts versus last year, partially offset by higher earnings.

Changes in packaway inventory levels and the timing of packaway receipts and related payments versus last year resulted in lower accounts payable leverage (defined as accounts payable divided by merchandise inventory) which was 67%, 73%, and 62% as of January 30, 2016, January 31, 2015, and February 1, 2014, respectively.

The decrease in capital expenditures in fiscal 2015 compared to fiscal 2014 was primarily due to the purchase in September 2014 of our New York buying office and the construction of two distribution centers.

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stores, investments in information technology systems, and for various other expenditures related to our stores, distribution centers, buying and corporate offices.

We had no purchases of investments in fiscal 2014.

We plan to renew our revolving credit facility in 2016.

| 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 | | |

| 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 | |

We purchase inventory that can either be shipped to stores or processed as packaway merchandise with the intent that it will be warehoused and released to stores at a later date.

See Recently issued accounting standards below.

Should a greater amount of claims occur compared to what is estimated or the costs of medical care

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

The guidance requires balance sheet recognition for all leases with lease terms greater than one year including a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

ASU 2016-02 is effective for our annual and interim reporting periods beginning in fiscal 2019.

We are currently evaluating the effect adoption of this new guidance will have on our consolidated financial statements.

Recently issued and adopted accounting standards.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs.

The standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as an asset.

ASU 2015-03 is effective for annual and interim reporting periods after December 15, 2015, with early adoption permitted.

We early adopted ASU 2015-03 retrospectively in our first fiscal quarter ended May 2, 2015.

As a result, we reclassified unamortized debt issuance costs of $2.8 million as of January 31, 2015, from Other long-term assets to a reduction in Long-term debt on the Consolidated Balance Sheet.

Adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet.

Fiscal 2014 and 2013 were 52-week years.

Fiscal 2012 was a 53-week year.

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¹Fiscal 2012 was a 53-week year; all other fiscal years presented were 52 weeks.

This improvement was due primarily to a 45 basis point increase in merchandise gross margin, which was partially offset by increases in occupancy of about 20 basis points and increases in distribution and buying expenses of about 5 basis points each.

The largest component of SG&A is payroll.

The total number of employees, including both full and part-time, as of fiscal year end 2014, 2013, and 2012 was approximately 71,400, 66,300, and 57,500, respectively.

As a percentage of sales, net interest expense in fiscal 2014 increased by approximately five basis points compared to the same period in the prior year.

| Other interest expense | | 1.2 | | | | 1.4 | | | | 1.7 | | |

| Capitalized interest | | (10.8 | | ) | | (10.8 | | ) | | (3.9 | | ) |

| Interest income | | (0.4 | | ) | | (0.5 | | ) | | (0.6 | | ) |

| Total interest expense (income), net | | $ | 3.0 | | | $ | (0.2 | ) | | $ | 6.9 | |

The change in accounts payable net of the change in merchandise inventory, resulted in a source of cash of approximately $89 million in fiscal 2014 compared to a use of cash of approximately $52 million and $39 million for fiscal 2013 and 2012, respectively.

Accounts payable leverage was 73%, 62%, and 67% as of January 31, 2015, February 1, 2014, and February 2, 2013, respectively.

Changes in accounts payable leverage are primarily driven by the levels and timing of inventory receipts and payments.

In September 2014 we completed the purchase of the office building where our New York buying office is located for $222 million.

In March 2015, our Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend, to be paid on June 11, 2015 to stockholders of record as of April 22, 2015.

The stock split will not have an impact on our consolidated financial position or results of operations.

Share and per share amounts have not been restated to reflect the pending stock split.

Our existing $600 million unsecured revolving credit facility expires in June 2017 and contains a $300 million sublimit for issuance of standby letters of credit.

Interest on this facility is based on LIBOR plus an applicable margin (currently

100 basis points) and is payable quarterly and upon maturity.

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| Interest payment obligations | 18,105 | | | | 36,210 | | | | 30,109 | | | | 50,146 | | | | 134,570 | | |

| Operating leases (rent obligations) | 432,005 | | | | 855,580 | | | | 589,540 | | | | 475,499 | | | | 2,352,624 | | |

| Purchase obligations | 1,928,578 | | | | 19,726 | | | | 4,663 | | | | — | | | | 1,952,967 | | |

| Total contractual obligations | $ | 2,385,106 | | | $ | 924,351 | | | $ | 722,147 | | | $ | 1,799,631 | | | $ | 5,831,235 | |

Commercial Credit Facilities

The table below presents our significant available commercial credit facilities at January 31, 2015:

| | 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. | | | | | | | | | | | | | | | | | | | |

Revolving credit facility.

As of January 31, 2015 we had no borrowings outstanding or standby letters of credit issued under this facility.

Our revolving credit facility has covenant restrictions requiring us to maintain certain interest coverage and other financial ratios.

We had no outstanding forward contracts as of January [removed: 31, 2015.][added: 30, 2016.]

As of January [removed: 31, 2015,] [added: 30, 2016,] we had no borrowings outstanding under our revolving credit facility.

We have two outstanding series of unsecured notes held by institutional investors: Series A Senior Notes due December 2018 for $85 million [removed: accrues] [added: accrue] interest at 6.38% and Series B Senior Notes due December 2021 for $65 million [removed: accrues] [added: accrue] interest at 6.53%.

The amount outstanding under these notes as of January [removed: 31, 2015] [added: 30, 2016] was $150 million.

Interest that is payable on our senior notes is based on fixed interest rates and is [removed: therefore,] [added: therefore] unaffected by changes in market interest rates.

A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have a material impact on our consolidated financial position, results of operations, cash flows, or the fair values of our short- and long-term investments as of and for the year ended January [removed: 31, 2015.][added: 30, 2016.]

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,210] [added: 1,274] locations in [removed: 33] [added: 34] states, the District of Columbia and Guam, as of January [removed: 31, 2015.][added: 30, 2016.]

We also operate [removed: 152] [added: 172] dd’s DISCOUNTS stores in 15 states as of January [removed: 31, 2015.][added: 30, 2016.]

The merchant, [removed: store,] [added: store field,] and distribution organizations for Ross and dd’s DISCOUNTS are separate and distinct.

We refer to our fiscal years ended January [added: 30, 2016, January] 31, 2015, [removed: February 1, 2014,] and February [removed: 2, 2013] [added: 1, 2014] as fiscal [removed: 2014,] [added: 2015,] fiscal [removed: 2013,] [added: 2014,] and fiscal [removed: 2012, respectively.][added: 2013, respectively, all of which were 52-week years.]

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

We have a combined network of approximately [removed: 8,200] [added: 8,300] merchandise vendors and manufacturers for both Ross and dd’s DISCOUNTS and believe we have adequate sources of first-quality merchandise to meet our requirements.

We believe [removed: that] our ability to effectively execute certain off-price buying strategies is a key factor in our success.

For most orders, only one delivery is made to one of our [removed: five] [added: six] distribution centers.

These buys are referred to as "close-out" [removed: and "packaway"] purchases.

Close-outs can be shipped to stores in-season, allowing us to get in-season goods into our stores at [removed: lower prices.][added: great values or can be stored as packaway merchandise.]

In fiscal [removed: 2014,] [added: 2015,] we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

At the end of fiscal [removed: 2014,] [added: 2015,] we had approximately [removed: 700] [added: 730] merchants for Ross and dd’s DISCOUNTS combined.

We expect to continue to make additional targeted investments in [removed: new merchants] [added: our merchant organization] to further develop our relationships with an expanding number of manufacturers and vendors.

Our pricing policy is reflected on the price tag displaying our selling price as well as the comparable [removed: selling price] [added: value] for that item in department and [added: specialty stores for Ross merchandise, or in more moderate department and discount stores for dd’s DISCOUNTS merchandise.]

As of January [removed: 31, 2015,] [added: 30, 2016,] we operated a total of [removed: 1,362] [added: 1,446] stores comprised of [removed: 1,210] [added: 1,274] Ross stores and [removed: 152] [added: 172] dd’s DISCOUNTS stores.

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

At most stores, shopping carts [removed: and / or] [added: and/or] baskets are available at the entrance for customer convenience.

Recent initiatives include enhancements to our [removed: merchandise planning, core] [added: data security,] merchandising, [removed: allocation management, and store point-of-sale] [added: distribution, transportation,] and store [removed: labor management] systems.

We own and operate [removed: five] [added: six] distribution processing [removed: facilities – two] [added: facilities—three] in California, one in Pennsylvania, and two in South Carolina.

We [removed: also] utilize third-party cross dock facilities to distribute merchandise to stores on a regional basis.

Advertising for Ross Dress for Less relies primarily on television to communicate the Ross value proposition— savings off the same brands carried at leading department [added: or specialty] stores every day.

While television is our primary advertising medium, we continue to utilize additional [removed: channels] [added: channels, including social media,] to communicate our brand position.

As of January [removed: 31, 2015,] [added: 30, 2016,] we had approximately [removed: 71,400] [added: 77,800] total employees, which includes both full and part-time employees.

Packaway accounted for approximately 47% and 45% of total inventories as of January 30, 2016 and January 31, 2015, respectively.

These initiatives support future growth, the execution and achievement of our plans, as well as ongoing stability and compliance.

Fiscal 2014 and 2013 were each 52-week years.

Fiscal 2012 was a 53-week year.

The mix of comparable store sales by department in fiscal 2014 was approximately as follows: Ladies 29%, Home Accents and Bed and Bath 24%, Accessories, Lingerie, Fine Jewelry, and Fragrances 13%, Men's 13%, Shoes

13%, and Children's 8%.

Packaway accounted for approximately 45% and 49% of total inventories as of January 31, 2015 and February 1, 2014, respectively, and reflects our merchants’ continued ability to take advantage of a large amount of close-out opportunities in the marketplace.

Over the past year, we continued to make strategic investments in our merchandising organization to further enhance our ability to deliver name brand bargains to our customers.

specialty stores for Ross merchandise, or in more moderate department and discount stores for dd’s DISCOUNTS merchandise.

These initiatives support our expansion in both new and existing markets and our assortment execution and plan achievement, while also supporting future growth.

An additional distribution center in Shafter, California is currently under construction and expected to open in 2015.

Like many [removed: California] retailers, we have been named in class action [removed: lawsuits] [added: lawsuits, primarily in California,] alleging violation of wage and hour [added: laws] and [removed: other employment] [added: consumer protection] laws.

Class action litigation remains pending as of January [removed: 31, 2015.][added: 30, 2016.]

Actions filed against us [added: may] include commercial, product and product safety, customer, intellectual property, and labor and employment-related claims, including lawsuits in which private plaintiffs or governmental agencies allege that we violated federal, state, [removed: and / or] [added: and/or] local laws.

| | | For the fiscal year ended January [removed: 31, 2015] [added: 30, 2016] | |

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of August [removed: 2, 2014] [added: 1, 2015] was [removed: $13,252,215,244,] [added: $21,249,450,321,] based on the closing price on that date as reported by the NASDAQ Global Select Market®.

The number of shares of Common Stock, with $.01 par value, outstanding on March [removed: 9, 2015] [added: 7, 2016] was [removed: 207,489,276.][added: 401,287,592.]

Portions of the Proxy Statement for the Registrant's [removed: 2015] [added: 2016] Annual Meeting of Stockholders, which will be filed on or before [removed: June 1, 2015,] [added: May 30, 2016,] are incorporated herein by reference into Part III.

10-K 1 rost-20160130x10k.htm 10-K

10-K 1 rost-20150131x10k.htm 10-K

At January [removed: 31, 2015,] [added: 30, 2016,] we operated a total of [removed: 1,362] [added: 1,446] stores, of which [removed: 1,210] [added: 1,274] were Ross [removed: locations] [added: stores] in [removed: 33] [added: 34] states, the District of Columbia and Guam, and [removed: 152] [added: 172] were dd’s DISCOUNTS stores in 15 states.

During fiscal [removed: 2014,] [added: 2015,] we opened [removed: 73] [added: 70] new Ross stores and closed [removed: nine] [added: six] existing stores.

The average approximate Ross store size is [removed: 28,800] [added: 28,600] square feet.

During fiscal [removed: 2014,] [added: 2015,] we opened [removed: 22] [added: 20] new dd’s DISCOUNTS stores and closed no existing stores.

The average approximate dd’s DISCOUNTS store size is [removed: 23,400] [added: 23,300] square feet.

During fiscal [removed: 2014,] [added: 2015,] no one store accounted for more than 1% of our sales.

Our real estate strategy in [removed: 2015] [added: 2016] is to [added: primarily] open stores in states where we currently operate, to increase our market penetration and reduce overhead and advertising expenses as a percentage of sales in each market.

We also expect to continue our store expansion in newer markets in [removed: 2015.][added: 2016.]

The following table summarizes the locations of our stores by state/territory as of January [removed: 31, 2015] [added: 30, 2016] and [removed: February 1, 2014.][added: January 31, 2015.]

| State/Territory | | January [removed: 31, 2015] [added: 30, 2016] | | [removed: February 1, 2014] [added: January 31, 2015] |

| Alabama | | 19 | | [removed: 20] [added: 19] |

| Arizona | | [removed: 68] [added: 71] | | [removed: 67] [added: 68] |

| Arkansas | | 6 | | [removed: 4] [added: 6] |

| California | | [removed: 335] [added: 347] | | [removed: 315] [added: 335] |

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

| Florida | | [removed: 166] [added: 179] | | [removed: 156] [added: 166] |

| Georgia | | [removed: 51] [added: 55] | | 51 |

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

| Idaho | | [removed: 10] [added: 11] | | 10 |

| Illinois | | [removed: 49] [added: 55] | | [removed: 37] [added: 49] |

| Indiana | | [removed: 5] [added: 8] | | [removed: 2] [added: 5] |

| Kansas | | [removed: 6] [added: 7] | | [removed: 4] [added: 6] |

| Kentucky | | [removed: 5] [added: 9] | | [removed: 3] [added: 5] |

| Louisiana | | [removed: 14] [added: 17] | | [removed: 13] [added: 14] |

| Maryland | | 23 | | [removed: 22] [added: 23] |

| Mississippi | | 8 | | [removed: 6] [added: 8] |

| Missouri | | [removed: 16] [added: 17] | | [removed: 14] [added: 16] |

| Nevada | | [removed: 31] [added: 32] | | [removed: 29] [added: 31] |

| New Jersey | | 13 | | [removed: 11] [added: 13] |

| New Mexico | | [removed: 10] [added: 11] | | [removed: 9] [added: 10] |

| North Carolina | | [removed: 38] [added: 42] | | [removed: 36] [added: 38] |

| Oklahoma | | [removed: 20] [added: 22] | | [removed: 19] [added: 20] |

| Oregon | | 31 | | [removed: 28] [added: 31] |

| Pennsylvania | | 43 | | [removed: 39] [added: 43] |

| South Carolina | | [removed: 21] [added: 22] | | [removed: 22] [added: 21] |

| Tennessee | | [removed: 29] [added: 30] | | 29 |

| Texas | | [removed: 197] [added: 211] | | [removed: 189] [added: 197] |

| Utah | | [removed: 16] [added: 17] | | [removed: 15] [added: 16] |

| Virginia | | [removed: 34] [added: 36] | | 34 |

| Washington | | [removed: 40] [added: 41] | | [removed: 39] [added: 40] |

| Wisconsin | | 3 | | 0 |

¹We are currently in the process of completing the infrastructure build-out of this distribution center site with an estimated occupancy of 2015.

| Michael Balmuth | | [removed: 64] [added: 65] | | | Executive Chairman of the Board |

| Barbara Rentler | | [removed: 57] [added: 58] | | | Chief Executive Officer |

| James S. Fassio | | [removed: 60] [added: 61] | | | President and Chief Development Officer |

| Michael O’Sullivan | | [removed: 51] [added: 52] | | | President and Chief Operating Officer |

| Lisa Panattoni | | [removed: 52] [added: 53] | | | President, Merchandising, Ross Dress for Less |

| Bernie Brautigan | | [removed: 50] [added: 51] | | | [removed: Group Executive Vice] President, Merchandising, Ross Dress for Less |

| John G. Call | | [removed: 56] [added: 57] | | | Executive Vice President, Finance and Legal, and Corporate Secretary |

| Michael J. Hartshorn | | [removed: 47] [added: 48] | | | Group Senior Vice President, Chief Financial Officer and Principal Accounting Officer |

Mr. Balmuth has served as Executive Chairman of the Board of Directors since [removed: June] 2014.

From 1996 to [removed: May] 2014, he was Vice Chairman of the Board of Directors and Chief Executive Officer.

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

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

Mr. O’Sullivan has served as President and Chief Operating Officer since 2009 and a member of the Board of Directors since [removed: June] 2014.

Ms. Panattoni has served as President, Merchandising, Ross Dress for Less since [removed: June] 2014 with responsibility for all of the Home businesses, Men’s, [removed: Junior Sportswear,] Lingerie, and Cosmetics.

Previously, she was Group Executive Vice President, Merchandising at Ross from 2009 to [removed: May] 2014.

Mr. Brautigan has served as [removed: Group Executive Vice] President, Merchandising, Ross Dress for Less since [removed: June 2014,] [added: March 2016] with responsibility for [added: the] Ladies and Children’s [removed: apparel,] [added: apparel businesses,] Shoes, [removed: Accessories,] and [removed: Jewelry.][added: Accessories.]

[removed: Previously,] [added: Previously] he was [added: Group] Executive Vice [removed: President of Merchandising at] [added: President, Merchandising,] Ross [added: Dress for Less] from [removed: 2009] [added: 2014] to [removed: May 2014.][added: 2016.]

[removed: From 2006 to 2009, Mr. Brautigan] [added: He] was [added: also Executive Vice President of Merchandising at Ross from 2009 to 2014,] Senior Vice President and General Merchandise [removed: Manager] [added: Manager, from 2006 to 2009,] and Group Vice President of Shoes from 2003 to 2006.

Mr. Call has served as Executive Vice President, Finance and Legal, and Corporate Secretary since [removed: March] 2014.

| Brian Morrow | | 56 | | | President and Chief Merchandising Officer, dd's DISCOUNTS |

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

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

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

He also held roles as Senior Vice President, General Merchandise Manager at Mervyn’s in 2008 and Macy’s North/Marshall Field’s from 2005 to 2008.

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

There were [removed: 817] [added: 841] stockholders of record as of March [removed: 9, 2015] [added: 7, 2016] and the closing stock price on that date was [removed: $105.45] [added: $57.53] per share.

[removed: In February 2015,] [added: On March 1, 2016,] our Board of Directors declared a quarterly cash dividend of [removed: $0.235] [added: $0.1350] per common share, payable on March 31, [removed: 2015.][added: 2016.]

Our Board of Directors declared cash dividends of [removed: $0.20] [added: $0.1175] per common share in February, May, August, and November [removed: 2014,] [added: 2015,] cash dividends of [removed: $0.17] [added: $0.1000] per common share in [removed: January,] [added: February,] May, August, and November [removed: 2013,] [added: 2014,] and cash dividends of [removed: $0.14] [added: $0.0850] per common share in [removed: January,] May, August, and November [removed: 2012.][added: 2013.]

In March 2015, our Board of Directors [removed: approved] [added: declared] a two-for-one stock split [added: of the Company's common stock issued] in the form of a [removed: 100 percent] stock [removed: dividend, to be paid on June 11, 2015 to stockholders of record as of April 22, 2015.][added: dividend.]

[removed: Share] [added: All share] and per share amounts have [removed: not] been [removed: restated] [added: adjusted] to reflect the [removed: pending] stock split.

Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2014] [added: 2015] is as follows:

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

| November | | | | | | | | | | | [removed: |]

| December | | | | | | | | | | | [removed: |]

| January | | | | | | | | | | | [removed: |]

| ¹ We acquired [removed: 4,110] [added: 34,703] shares of treasury stock during the quarter ended January [removed: 31, 2015.] [added: 30, 2016.] Treasury stock includes shares [removed: purchased] [added: 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. |

In February 2015, our Board of Directors approved a [removed: new] two-year $1.4 billion stock repurchase program for fiscal 2015 and 2016.

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

[removed: ][added: ]

| Company / Index | | [removed: 2010 | | |] 2011 | | | 2012 | | | 2013 | | | 2014 | | | 2015 | | [added: | 2016 | |]

Stockholders of record as of April 22, 2015 were issued one additional share of common stock on June 11, 2015 for each share held.

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

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

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

| (11/01/2015 - 11/28/2015) | | 845,253 | | | $50.29 | | 843,656 | | | $827,300 |

| (11/29/2015 - 01/02/2016) | | 1,326,626 | | | $53.93 | | 1,292,187 | | | $757,600 |

| (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 |

| 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 | |

The stock split will not have an impact on our consolidated financial position or results of operations.

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

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

| (11/02/2014 - 11/29/2014) | | 377,109 | | | $83.30 | | 373,384 | | | $100,400 | |

| (11/30/2014 - 01/03/2015) | | 599,206 | | | $91.83 | | 598,944 | | | $45,400 | |

| (01/04/2015 - 01/31/2015) | | 484,038 | | | $93.89 | | 483,915 | | | — | |

| Total | | 1,460,353 | | | $90.31 | | 1,456,243 | | | $0 | |

| Ross Stores, Inc. | | 100 | | | 144 | | | 228 | | | 267 | | | 309 | | | 421 | |

| S&P 500 Index | | 100 | | | 122 | | | 127 | | | 149 | | | 181 | | | 206 | |

| S&P Retailing Group | | 100 | | | 130 | | | 151 | | | 196 | | | 248 | | | 297 | |

| ($000, except per share data) | [added: 2015 | | | |] 2014 | | | | 2013 | | | | 2012 | | | ¹ | 2011 | | | [removed: | 2010 | | |]

| Sales | $ | [removed: 11,041,677] [added: 11,939,999] | | | $ | [removed: 10,230,353] [added: 11,041,677] | | | $ | [removed: 9,721,065] [added: 10,230,353] | | | $ | [removed: 8,608,291] [added: 9,721,065] | | | $ | [removed: 7,866,100] [added: 8,608,291] | |

| Cost of goods sold | [removed: 7,937,956] [added: 8,576,873] | | | | [removed: 7,360,924] [added: 7,937,956] | | | | [removed: 7,011,428] [added: 7,360,924] | | | | [removed: 6,240,760] [added: 7,011,428] | | | | [removed: 5,729,735] [added: 6,240,760] | | |

| Percent of sales | [removed: 71.9] [added: 71.8] | | % | | [removed: 72.0] [added: 71.9] | | % | | [removed: 72.1] [added: 72.0] | | % | | [removed: 72.5] [added: 72.1] | | % | | [removed: 72.8] [added: 72.5] | | % |

| Selling, general and administrative | [removed: 1,615,371] [added: 1,738,755] | | | | [removed: 1,526,366] [added: 1,615,371] | | | | [removed: 1,437,886] [added: 1,526,366] | | | | [removed: 1,304,065] [added: 1,437,886] | | | | [removed: 1,229,775] [added: 1,304,065] | | |

| Percent of sales | 14.6 | | % | | [removed: 14.9] [added: 14.6] | | % | | [removed: 14.8] [added: 14.9] | | % | | [removed: 15.2] [added: 14.8] | | % | | [removed: 15.6] [added: 15.2] | | % |

| Interest expense (income), net | [added: 12,612 | | | |] 2,984 | | | | (247 | | ) | | 6,907 | | | | 10,322 | | | [removed: | 9,569 | | |]

| Earnings before taxes | [removed: 1,485,366] [added: 1,611,759] | | | | [removed: 1,343,310] [added: 1,485,366] | | | | [removed: 1,264,844] [added: 1,343,310] | | | | [removed: 1,053,144] [added: 1,264,844] | | | | [removed: 897,021] [added: 1,053,144] | | |

| Percent of sales | 13.5 | | % | | [removed: 13.1] [added: 13.5] | | % | | [removed: 13.0] [added: 13.1] | | % | | [removed: 12.2] [added: 13.0] | | % | | [removed: 11.4] [added: 12.2] | | % |

| Provision for taxes on earnings | [removed: 560,642] [added: 591,098] | | | | [removed: 506,006] [added: 560,642] | | | | [removed: 478,081] [added: 506,006] | | | | [removed: 395,974] [added: 478,081] | | | | [removed: 342,224] [added: 395,974] | | |

| Net earnings | [removed: 924,724] [added: $] | [added: 1,020,661] | | | [removed: 837,304] [added: $] | [added: 924,724] | | | [removed: 786,763] [added: $] | [added: 837,304] | | | [removed: 657,170] [added: $] | [added: 786,763] | | | [removed: 554,797] [added: $] | [added: 657,170] | |

| Percent of sales | [removed: 8.4] [added: 8.5] | | % | | [removed: 8.2] [added: 8.4] | | % | | [removed: 8.1] [added: 8.2] | | % | | [removed: 7.6] [added: 8.1] | | % | | [removed: 7.1] [added: 7.6] | | % |

| ² All per share amounts have been adjusted for the two-for-one stock [removed: split] [added: splits] effective [added: June 11, 2015 and] December 15, 2011. | | | | | | | | | | | | | | | | | | | |

| ³ Dividend declaration of [removed: $0.20] [added: $0.10] per share for the fourth quarter which historically had been declared in January was declared in February 2014. | | | | | | | | | | | | | | | | | | | |

| ($000, except per share data) | | [added: 2015 | | | |] 2014 | | | | 2013 | | | | 2012 | | | [removed: ¹] [added: 1] | 2011 | | | | [removed: 2010 | | |]

| Financial Position | | | | | | | | | | | | | | | | | | | | | [added: |]

| Cash and cash equivalents | | $ | [removed: 696,608] [added: 761,602] | | | $ | [removed: 423,168] [added: 696,608] | | | $ | [removed: 646,761] [added: 423,168] | | | $ | [removed: 649,835] [added: 646,761] | | | $ | [removed: 833,924] [added: 649,835] | | [added: |]

| Merchandise inventory | | [added: 1,419,104 | | | |] 1,372,675 | | | | 1,257,155 | | | | 1,209,237 | | | | 1,130,070 | | | | [removed: 1,086,917 | | |]

| Property and equipment, net | | [added: 2,342,906 | | | |] 2,273,752 | | | | 1,875,299 | | | | 1,493,284 | | | | 1,241,722 | | | | [removed: 983,776 | | |]

| Return on average assets | | [removed: 22] [added: 21] | | % | | 22 | | % | | [removed: 23] [added: 22] | | % | | [removed: 20] [added: 23] | | % | | [removed: 19] [added: 21] | | % | [added: |]

| Current ratio | | [removed: 1.4:1] [added: 1.5:1] | | | | [removed: 1.3:1] [added: 1.4:1] | | | | [removed: 1.4:1] [added: 1.3:1] | | | | 1.4:1 | | | | [removed: 1.5:1] [added: 1.4:1] | | | [added: |]

| Long-term debt as a percent | | | | | | | | | | | | | | | | | | | | | [added: |]

| of total capitalization | | [removed: 15] [added: 14] | | % | | [removed: 7] [added: 15] | | % | | [removed: 8] [added: 7] | | % | | [removed: 9] [added: 8] | | % | | [removed: 10] [added: 9] | | % | [added: |]

| Stockholders' equity | | [added: 2,471,991 | | | |] 2,279,210 | | | | 2,007,302 | | | | 1,766,863 | | | | 1,493,012 | | | | [removed: 1,332,692 | | |]

| Return on average | | | | | | | | | | | | | | | | | | | | | [added: |]

| stockholders' equity | | 43 | | % | | [removed: 44] [added: 43] | | % | | [removed: 48] [added: 44] | | % | | [removed: 47] [added: 48] | | % | | [removed: 45] [added: 47] | | % | [added: |]

| Book value per common share | | | | | | | | | | | | | | | | | | | | | [added: |]

| Operating Statistics | | | | | | | | | | | | | | | | | | | | | [added: |]

| Number of stores opened | | [added: 90 | | | |] 95 | | | | 88 | | | | 82 | | | | 80 | | | | [removed: 56 | | |]

| Number of stores closed | | [added: 6 | | | |] 9 | | | | 11 | | | | 8 | | | | 10 | | | | [removed: 6 | | |]

| Number of stores at year-end | | [added: 1,446 | | | |] 1,362 | | | | 1,276 | | | | 1,199 | | | | 1,125 | | | | [removed: 1,055 | | |]

| Comparable store sales [removed: increase³] [added: increase5] | | | | | | | | | | | | | | | | | | | | | [added: |]

| (52-week basis) | | [removed: 3] [added: 4] | | % | | 3 | | % | | [removed: 6] [added: 3] | | % | | [removed: 5] [added: 6] | | % | | 5 | | % | [added: |]

| Sales per average square foot of | | | | | | | | | | | | | | | | | | | | | [added: |]

| selling space (52-week basis) | | $ | [removed: 372] [added: 383] | | | $ | [removed: 362] [added: 372] | | | $ | [removed: 355] [added: 362] | | | $ | [removed: 338] [added: 355] | | | $ | [removed: 324] [added: 338] | | [added: |]

| Square feet of selling space | | | | | | | | | | | | | | | | | | | | | [added: |]

| at year-end (000) | | [added: 31,900 | | | |] 30,400 | | | | 28,900 | | | | 27,800 | | | | 26,100 | | | | [removed: 24,800 | | |]

| Number of employees at year-end | | [added: 77,800 | | | |] 71,400 | | | | 66,300 | | | | 57,500 | | | | 53,900 | | | | [removed: 49,500 | | |]

| Number of common stockholders | | | | | | | | | | | | | | | | | | | | | [added: |]

| of record at year-end | | [added: 842 | | | |] 817 | | | | 823 | | | | 831 | | | | 817 | | | | [removed: 804 | | |]

| Basic earnings per share² | $ | 2.53 | | | $ | 2.24 | | | $ | 1.97 | | | $ | 1.80 | | | $ | 1.45 | |

| Diluted earnings per share² | $ | 2.51 | | | $ | 2.21 | | | $ | 1.94 | | | $ | 1.77 | | | $ | 1.43 | |

| per common share² | $ | 0.470 | | | $ | 0.400 | | | $ | 0.255 | | ³ | $ | 0.295 | | | $ | 0.235 | |

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

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

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

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

| Total assets2, 3 | | 4,869,119 | | | | 4,687,370 | | | | 3,886,251 | | | | 3,649,782 | | | | 3,295,185 | | | |

| Working capital | | 769,348 | | | | 590,471 | | | | 463,875 | | | | 588,438 | | | | 572,721 | | | |

| Long-term debt2 | | 396,025 | | | | 395,562 | | | | 149,681 | | | | 149,628 | | | | 149,574 | | | |

| outstanding at year-end4 | | $ | 6.14 | | | $ | 5.49 | | | $ | 4.70 | | | $ | 4.00 | | | $ | 3.29 | | |

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

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

| 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. | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share² | $ | 4.47 | | | $ | 3.93 | | | $ | 3.59 | | | $ | 2.91 | | | $ | 2.35 | |

| Diluted earnings per share² | $ | 4.42 | | | $ | 3.88 | | | $ | 3.53 | | | $ | 2.86 | | | $ | 2.31 | |

| per common share² | $ | 0.80 | | | $ | 0.51 | | ³ | $ | 0.59 | | | $ | 0.47 | | | $ | 0.35 | |

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

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

| Total assets | | 4,703,134 | | | | 3,896,797 | | | | 3,670,561 | | | | 3,301,209 | | | | 3,116,204 | | |

| Working capital | | 603,422 | | | | 474,102 | | | | 608,845 | | | | 578,319 | | | | 690,919 | | |

| Long-term debt | | 398,375 | | | | 150,000 | | | | 150,000 | | | | 150,000 | | | | 150,000 | | |

| outstanding at year-end² | | $ | 10.99 | | | $ | 9.41 | | | $ | 8.00 | | | $ | 6.58 | | | $ | 5.64 | |

| ($000, except per share data) | | January [removed: 31, 2015] [added: 30, 2016] | | | | [removed: February 1, 2014] [added: January 31, 2015] | | | | February [removed: 2, 2013] [added: 1, 2014] | | |

| Sales | | $ | [removed: 11,041,677] [added: 11,939,999] | | | $ | [removed: 10,230,353] [added: 11,041,677] | | | $ | [removed: 9,721,065] [added: 10,230,353] | |

| Cost of goods sold | | [removed: 7,937,956] [added: 8,576,873] | | | | [removed: 7,360,924] [added: 7,937,956] | | | | [removed: 7,011,428] [added: 7,360,924] | | |

| Selling, general and administrative | | [removed: 1,615,371] [added: 1,738,755] | | | | [removed: 1,526,366] [added: 1,615,371] | | | | [removed: 1,437,886] [added: 1,526,366] | | |

| Interest expense (income), net | | [removed: 2,984] [added: 12,612] | | | | [removed: (247] [added: 2,984] | | [removed: )] | | [removed: 6,907] [added: (247] | | [added: )] |

| Total costs and expenses | | [removed: 9,556,311] [added: 10,328,240] | | | | [removed: 8,887,043] [added: 9,556,311] | | | | [removed: 8,456,221] [added: 8,887,043] | | |

| Earnings before taxes | | [removed: 1,485,366] [added: 1,611,759] | | | | [removed: 1,343,310] [added: 1,485,366] | | | | [removed: 1,264,844] [added: 1,343,310] | | |

| Provision for taxes on earnings | | [removed: 560,642] [added: 591,098] | | | | [removed: 506,006] [added: 560,642] | | | | [removed: 478,081] [added: 506,006] | | |

| Net earnings | | $ | [removed: 924,724] [added: 1,020,661] | | | $ | [removed: 837,304] [added: 924,724] | | | $ | [removed: 786,763] [added: 837,304] | |

| ($000) | | January [removed: 31, 2015] [added: 30, 2016] | | | | [removed: February 1, 2014] [added: January 31, 2015] | | | | February [removed: 2, 2013] [added: 1, 2014] | | |

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

| Change in unrealized loss on investments, net of tax | | [removed: (59] [added: (148] | | ) | | [removed: (196] [added: (59] | | ) | | [removed: (50] [added: (196] | | ) |

| Comprehensive income | | $ | [removed: 924,665] [added: 1,020,513] | | | $ | [removed: 837,108] [added: 924,665] | | | $ | [removed: 786,713] [added: 837,108] | |

| ($000, except share data) | January [removed: 31, 2015] [added: 30, 2016] | | | | [removed: February 1, 2014] [added: January 31, 2015] | | |

| Cash and cash equivalents | $ | [removed: 696,608] [added: 761,602] | | | $ | [removed: 423,168] [added: 696,608] | |

| Short-term investments | [removed: 500] [added: 1,737] | | | | [removed: 12,006] [added: 500] | | |

| Accounts receivable | [removed: 73,278] [added: 73,627] | | | | [removed: 62,612] [added: 73,278] | | |

| Merchandise inventory | [removed: 1,372,675] [added: 1,419,104] | | | | [removed: 1,257,155] [added: 1,372,675] | | |

| Prepaid expenses and other | [removed: 106,778] [added: 116,125] | | | | [removed: 101,991] [added: 106,778] | | |

| Land and buildings | [removed: 952,428] [added: 1,084,328] | | | | [removed: 478,973] [added: 952,428] | | |

| Fixtures and equipment | [removed: 1,933,383] [added: 2,244,790] | | | | [removed: 1,678,397] [added: 1,933,383] | | |

| Leasehold improvements | [removed: 854,572] [added: 920,392] | | | | [removed: 813,972] [added: 854,572] | | |

| Construction-in-progress | [removed: 293,715] [added: 90,399] | | | | [removed: 510,221] [added: 293,715] | | |

| Less accumulated depreciation and amortization | [removed: 1,760,346] [added: 1,997,003] | | | | [removed: 1,606,264] [added: 1,760,346] | | |

| Property and equipment, net | [removed: 2,273,752] [added: 2,342,906] | | | | [removed: 1,875,299] [added: 2,273,752] | | |

| Long-term investments | [removed: 3,110] [added: 1,331] | | | | [removed: 3,710] [added: 3,110] | | |

| Other long-term assets | [removed: 163,482] | [added: 55,913] | | | [removed: 150,629] | [added: 56,107] | | [added: |]

| Accounts payable | $ | [removed: 1,000,700] [added: 945,559] | | | $ | [removed: 779,455] [added: 1,000,700] | |

| Accrued expenses and other | [removed: 385,325] [added: 376,522] | | | | [removed: 359,929] [added: 385,325] | | |

| Accrued payroll and benefits | [removed: 256,141] [added: 280,766] | | | | [removed: 235,324] [added: 256,141] | | |

| Income taxes payable | [removed: 17,202] [added: —] | | | | [removed: 18,349] [added: 17,202] | | |

| Total current liabilities | [removed: 1,659,368] [added: 1,602,847] | | | | [removed: 1,393,057] [added: 1,659,368] | | |

| Other long-term liabilities | [removed: 279,500] [added: 268,168] | | | | [removed: 287,567] [added: 279,500] | | |

| Common stock, par value $.01 per share | [removed: 2,075] [added: 4,023] | | | | [removed: 2,134] [added: 4,149] | | |

| Authorized [removed: 600,000,000] [added: 1,000,000,000] shares | | | | | | | |

| Issued and outstanding [removed: 207,470,000] [added: 402,339,000] and | | | | | | | |

| [removed: 213,420,000] [added: 414,939,000] shares,respectively | | | | | | | |

| Treasury stock | [removed: (160,600] [added: (229,525] | | ) | | [removed: (121,559] [added: (160,600] | | ) |

| Accumulated other comprehensive income | [removed: 330] [added: 182] | | | | [removed: 389] [added: 330] | | |

| Retained earnings | [removed: 1,421,724] [added: 1,574,982] | | | | [removed: 1,190,747] [added: 1,421,724] | | |

| Basic | | $ | 2.53 | | | $ | 2.24 | | | $ | 1.97 | |

| Diluted | | $ | 2.51 | | | $ | 2.21 | | | $ | 1.94 | |

| Basic | | 403,034 | | | | 413,553 | | | | 425,761 | | |

| Diluted | | 406,405 | | | | 418,077 | | | | 431,610 | | |

| Total current assets | 2,372,195 | | | | 2,249,839 | | |

| | 4,339,909 | | | | 4,034,098 | | |

| Total assets | $ | 4,869,119 | | | $ | 4,687,370 | |

| Long-term debt | 396,025 | | | | 395,562 | | |

| Deferred income taxes | 130,088 | | | | 73,730 | | |

| Additional paid-in capital | 1,122,329 | | | | 1,013,607 | | |

| Total liabilities and stockholders’ equity | $ | 4,869,119 | | | $ | 4,687,370 | |

| Net earnings | | — | | | — | | | | — | | | | — | | | | — | | | 1,020,661 | | | | 1,020,661 | | |

| used for tax withholding | | 1,053 | | | 11 | | | | 20,175 | | | | (68,925 | | ) | | — | | | — | | | | (48,739 | | ) |

| Common stock repurchased | | (13,653 | ) | | (137 | | ) | | (24,772 | | ) | | — | | | | — | | | (675,091 | | ) | | (700,000 | | ) |

| Balance at January 30, 2016 | | 402,339 | | | $ | 4,023 | | | $ | 1,122,329 | | | $ | (229,525 | ) | | $182 | | | $ | 1,574,982 | | | $ | 2,471,991 | |

| Net earnings | $ | 1,020,661 | | | $ | 924,724 | | | $ | 837,304 | |

Stock dividend.

Stockholders of record as of April 22, 2015 were issued one additional share of common stock on June 11, 2015 for each share held.

| ($000) | | 2015 | | | | 2014 | | |

| Other | | 10,701 | | | | 10,508 | | |

| Total | | $ | 152,687 | | | $ | 160,669 | |

related ancillary costs at the time the liability is incurred.

| ($000) | | 2015 | | | | 2014 | | |

| ($000) | | 2015 | | | | 2014 | | |

| January 30, 2016 | | $ | 8,594 | | | $ | 737,727 | | | $ | (738,366 | ) | | $ | 7,955 | |

| Shares | | 403,034 | | | | 3,371 | | | | 406,405 | | |

| Amount | | $ | 2.53 | | | $ | (0.02 | ) | | $ | 2.51 | |

| Shares | | 413,553 | | | | 4,524 | | | | 418,077 | | |

| Amount | | $ | 2.24 | | | $ | (0.03 | ) | | $ | 2.21 | |

| Shares | | 425,761 | | | | 5,849 | | | | 431,610 | | |

| Amount | | $ | 1.97 | | | $ | (0.03 | ) | | $ | 1.94 | |

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

The guidance requires balance sheet recognition of the following for all leases with lease terms greater than one year including a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

ASU 2016-02 is effective for the Company's annual and interim reporting periods beginning in fiscal 2019.

The Company is currently evaluating the effect adoption of this new guidance will have on its consolidated financial statements.

Recently issued and adopted accounting standards.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs.

The standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as an asset.

ASU 2015-03 is effective for annual and interim reporting periods after December 15, 2015, with early adoption permitted.

The Company early adopted ASU 2015-03 retrospectively in its first fiscal quarter ended May 2, 2015.

| Basic | | $ | 4.47 | | | $ | 3.93 | | | $ | 3.59 | |

| Diluted | | $ | 4.42 | | | $ | 3.88 | | | $ | 3.53 | |

| Basic | | 206,777 | | | | 212,881 | | | | 219,130 | | |

| Diluted | | 209,039 | | | | 215,805 | | | | 222,784 | | |

| Deferred income taxes | 12,951 | | | | 10,227 | | |

| Total current assets | 2,262,790 | | | | 1,867,159 | | |

| | 4,034,098 | | | | 3,481,563 | | |

| Total assets | $ | 4,703,134 | | | $ | 3,896,797 | |

| Long-term debt | 398,375 | | | | 150,000 | | |

| Deferred income taxes | 86,681 | | | | 58,871 | | |

| Additional paid-in capital | 1,015,681 | | | | 935,591 | | |

| Total liabilities and stockholders’ equity | $ | 4,703,134 | | | $ | 3,896,797 | |

| 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 | | |

| used for tax withholding | | 1,315 | | | 13 | | | | 19,030 | | | | (29,446 | | ) | | — | | | — | | | | (10,403 | | ) |

| Common stock repurchased | | (7,458 | ) | | (75 | | ) | | (20,347 | | ) | | — | | | | — | | | (429,578 | | ) | | (450,000 | | ) |

Fiscal 2014 and 2013 were each 52-week years.

Fiscal 2012 was a 53-week year.

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

The Company purchases manufacturer overruns and canceled orders both during and at the end of a season which are referred to as "packaway" inventory.

Prepaid expenses and other.

| Prepaid expenses | | 87,065 | | | | 81,257 | | |

| Total | | $ | 106,778 | | | $ | 101,991 | |

In September 2014, the Company completed the purchase of its previously leased New York buying office for $222 million.

| Deposits | | 3,285 | | | | 3,285 | | |

| Goodwill | | 2,889 | | | | 2,889 | | |

| Other | | 7,147 | | | | 5,423 | | |

| Total | | $ | 163,482 | | | $ | 150,629 | |

Other long-term liabilities as of January 31, 2015 and February 1, 2014 consisted of the following:

Sales mix.

The Company’s sales mix is shown below for fiscal 2014, 2013, and 2012:

| Ladies | 29 | % | | 29 | % | | 29 | % |

| Home Accents and Bed and Bath | 24 | % | | 24 | % | | 24 | % |

| Accessories, Lingerie, Fine Jewelry, and Fragrances | 13 | % | | 13 | % | | 13 | % |

| Men's | 13 | % | | 13 | % | | 13 | % |

| Shoes | 13 | % | | 13 | % | | 13 | % |

| Children's | 8 | % | | 8 | % | | 8 | % |

| February 2, 2013 | | $ | 6,426 | | | $ | 680,058 | | | $ | (679,319 | ) | | $ | 7,165 | |

| Shares | | 206,777 | | | | 2,262 | | | | 209,039 | | |

| Amount | | $ | 4.47 | | | $ | (0.05 | ) | | $ | 4.42 | |

Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of January [removed: 31, 2015.][added: 30, 2016.]

Our internal control over financial reporting as of January [removed: 31, 2015] [added: 30, 2016] has also been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion as to the effectiveness of our internal control over financial reporting is stated in their report, dated March [removed: 31, 2015,] [added: 29, 2016,] which is included in Item 8 in this Annual Report on Form 10-K.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth fiscal quarter of [removed: 2014] [added: 2015] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Information required by Item 401 of Regulation S-K is incorporated herein by reference to the sections entitled “Executive Officers of the Registrant” at the end of Part I of this report; and to the sections of the Ross Stores, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on Wednesday, May [removed: 20, 2015] [added: 18, 2016] (the “Proxy Statement”) entitled “Information Regarding Nominees and Incumbent Directors.” Information required by Item 405 of Regulation S-K is incorporated by reference to the Proxy Statement under the section titled “Section 16(a) Beneficial Ownership Reporting Compliance.” [removed: We] [added: Since our last Annual Report on Form 10-K, we] have not made any material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors.

The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of January [removed: 31, 2015:][added: 30, 2016:]

2 Represents shares reserved for options granted under the [removed: prior 1992 Stock Option Plan, the prior 1991 Outside Directors Stock Option Plan, and the] 2004 Equity Incentive Plan.

3 Includes [removed: 658,000] [added: 6.0 million] shares reserved for issuance under the Employee Stock Purchase Plan and [removed: 6,628,000] [added: 12.7 million] shares reserved for issuance under the 2008 Equity Incentive Plan.

| approved by security holders | | 427 | | 2 | $7.34 | | | 18,689 | | 3 |

| Total | | 427 | | | $7.34 | | | 18,689 | | |

| approved by security holders | | 662 | | 2 | $14.09 | | | 7,286 | | 3 |

| Total | | 662 | | | $14.09 | | | 7,286 | | |

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

Consolidated Statements of Earnings for the years ended January [added: 30, 2016, January] 31, 2015, [removed: February 1, 2014,] and February [removed: 2, 2013.][added: 1, 2014.]

Consolidated Statements of Comprehensive Income for the years ended January [added: 30, 2016, January] 31, 2015, [removed: February 1, 2014,] and February [removed: 2, 2013.][added: 1, 2014.]

Consolidated Balance Sheets at January [removed: 31, 2015] [added: 30, 2016] and [removed: February 1, 2014.][added: January 31, 2015.]

Consolidated Statements of Stockholders' Equity for the years ended January [added: 30, 2016, January] 31, 2015, [removed: February 1, 2014,] and February [removed: 2, 2013.][added: 1, 2014.]

Consolidated Statements of Cash Flows for the years ended January [added: 30, 2016, January] 31, 2015, [removed: February 1, 2014,] and February [removed: 2, 2013.][added: 1, 2014.]

| Date: | March [removed: 31, 2015] [added: 29, 2016] | | Barbara Rentler |

| /s/Barbara Rentler | | Chief Executive Officer, Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Michael J. Hartshorn | | Group Senior Vice President, Chief Financial Officer, | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Michael Balmuth | | Executive Chairman of the Board, Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/K. Gunnar Bjorklund | | Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Michael J. Bush | | Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Norman A. Ferber | | Chairman Emeritus of the Board, Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Sharon D. Garrett | | Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Stephen D. Milligan | | Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/G. Orban | | Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Michael O'Sullivan | | President and Chief Operating Officer, Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/Larry S. Peiros | | Director | | March [removed: 31, 2015] [added: 29, 2016] |

| /s/G. L. Quesnel | | Director | | March [removed: 31, 2015] [added: 29, 2016] |

| Exhibit | | [added: |]

| Number | [added: |] Exhibit |

| 3.1 | [removed: Amendment of] [added: |] Certificate of Incorporation [added: of Ross Stores, Inc. as amended (Corrected First Restated Certificate of Incorporation,] dated [removed: May 21, 2004 and] [added: March 17, 1999, together with amendments thereto through] Amendment of Certificate of Incorporation dated [removed: June 5, 2002 and Corrected First Restated Certificate of Incorporation,] [added: May 29, 2015)] incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: July 31, 2004.] [added: August 1, 2015.] |

| [removed: 3.2] [added: 10.1] | [removed: Amendment of Certificate of Incorporation] [added: | Revolving Credit Agreement] dated [removed: July 18,] [added: March 3,] 2011, incorporated by reference to Exhibit [removed: 3.3] [added: 10.1] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: July] [added: April] 30, 2011. |

| [removed: 3.3] [added: 3.2] | [added: |] Amended and Restated Bylaws of Ross Stores, Inc. as amended, January 23, 2013, incorporated by reference to Exhibit 3.3 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2013. |

| 4.1 | [added: |] Note Purchase Agreement dated October 17, 2006, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 28, 2006. |

| 4.2 | [added: |] Officers’ Certificate, dated as of September 18, 2014, establishing the terms and form of the Notes, incorporated by reference to Exhibit 4.2 to the [removed: Form] 8-K filed by Ross [removed: Stores, Inc.] [added: Stores] on September 18, 2014. |

| 4.3 | [added: |] Form of the 3.375% Senior Notes Due 2024, included in Exhibit 4.2 and incorporated by reference to Exhibit 4.2 to the [removed: Form] 8-K filed by Ross [removed: Stores, Inc.] [added: Stores] on September 18, 2014. |

| 4.4 | [added: |] Indenture, dated as of September 18, 2014, between Ross Stores, Inc. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the [removed: Form] 8-K filed by Ross [removed: Stores, Inc.] [added: Stores] on September 18, 2014. |

| [removed: 10.1] [added: 10.2] | [added: | Amendment No. 1 to] Revolving Credit Agreement dated [removed: March 3, 2011,] [added: June 27, 2012,] incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: April 30, 2011.] [added: July 28, 2012.] |

| [removed: 10.2] [added: 10.3] | [added: |] Amendment No. [removed: 1] [added: 2] to [removed: Revolving] Credit [removed: Agreement] [added: Agreement,] dated [removed: June 27, 2012,] [added: August 18, 2014,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Form 10-Q filed by Ross [removed: Stores, Inc.] [added: Stores] for its quarter ended [removed: July 28, 2012.] [added: August 2, 2014.] |

| [removed: 10.3] [added: 10.30] | [removed: Amendment No. 2 to Credit] [added: | Form of Executive Employment] Agreement, [removed: dated August 18, 2014,] incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: August 2,] [added: May 3,] 2014. |

| 10.4 | [added: |] Underwriting Agreement, dated as of September 15, 2014, by and among Ross Stores, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, incorporated by reference to Exhibit 1.1 to the [removed: Form] 8-K filed by Ross [removed: Stores, Inc.] [added: Stores] on September 18, 2014. |

| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.5 - [removed: 10.49)] [added: 10.59)] | | [added: |]

| 10.5 | [added: |] Third Amended and Restated Ross Stores, Inc. 1992 Stock Option Plan, incorporated by reference to Exhibit 10.5 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2000. |

| 10.6 | [added: |] Amendment to Third Amended and Restated Ross Stores, Inc. 1992 Stock Option Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 4, 2001. |

| 10.7 | [added: |] 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. |

| [removed: 10.8] [added: 10.9] | [added: |] Amended and Restated Ross Stores, Inc. [removed: Employee] [added: 1991 Outside Directors] Stock [removed: Purchase Plan dated November 20, 2007,] [added: Option Plan, as amended through January 30, 2003,] incorporated by reference to Exhibit [removed: 10.6] [added: 10.9] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February [removed: 2, 2008.] [added: 1, 2003.] |

| [removed: 10.9] [added: 10.10] | [removed: Amended and Restated] [added: |] Ross [removed: Stores, Inc. 1991 Outside Directors Stock Option] [added: Stores Executive Medical] Plan, [removed: 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 [removed: February 1, 2003.] [added: January 30, 1999.] |

| [removed: 10.10] [added: 10.11] | [added: |] Ross Stores Executive [removed: Medical] [added: Dental] Plan, incorporated by reference to Exhibit [removed: 10.9] [added: 10.10] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 1999. |

| [removed: 10.11] [added: 10.58] | [removed: Ross Stores] [added: |] Executive [removed: Dental Plan,] [added: Employment Agreement effective March 16, 2013 between Douglas Baker and Ross Stores, Inc.,] incorporated by reference to Exhibit [removed: 10.10] [added: 10.49] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January [removed: 30, 1999.] [added: 31, 2015.] |

| 10.12 | [added: |] 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. |

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| 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. |

| 10.18 | | Ross Stores, Inc. 2008 Equity Incentive Plan As Amended Through May 21, 2014. |

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| 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. |

| 10.35 | | 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. |

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| 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. |

| 10.48 | | 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. |

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| 10.49 | | Second Amendment to Employment Agreement effective January 1, 2016 between Michael Balmuth and Ross Stores, Inc. |

| 10.59 | | 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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