Ross Stores (ROST) 10-K risk factor changes: FY2017 vs FY2016

Our Annual Report on Form 10-K for fiscal [removed: 2015,] [added: 2016,] 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.

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 [added: and online] formats and merchandising strategies.

Our retail competitors constantly adjust their pricing, business strategies and promotional activity (particularly during holiday periods) in response to changing [removed: conditions.][added: market conditions or their own financial condition.]

Unexpected changes in the level of consumer spending on or preferences for apparel and home-related [removed: merchandise.][added: merchandise could adversely affect us.]

Even if stores are not closed, many customers may [added: be unable to go, or may] decide to avoid going to stores in bad weather.

All of our stores are located in the United [removed: States,] [added: States and its territories,] so we are especially susceptible to changes in the U.S. economy.

[removed: Data] [added: Information or data] security breaches, including cyber-attacks on our transaction processing and computer information systems, could result in theft or unauthorized disclosure of customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business.

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 [added: information or] data security for those transactions.

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

[removed: The increasing sophistication of cyber criminals] and advances in computer capabilities and remote access increases these risks.

A breach of our [added: information or] data security, or our failure or delay in detecting and mitigating a loss of personal or business information, could result in damage to our reputation, loss of customer confidence, violation (or alleged violation) of applicable laws, and expose us to civil claims, litigation, and regulatory action and to unanticipated costs and disruption of our operations.

[removed: New markets may have competitive conditions, consumer tastes] and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets.

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

Consumer problems or legal issues involving the quality, safety, or authenticity of products we [removed: sell.][added: sell could harm our reputation, result in lost sales, and/or increase our costs.]

[removed: But regardless] [added: Regardless] of fault, any real or perceived issues with the quality and safety of merchandise, particularly products such as food and children’s items, issues with the authenticity of merchandise, or our inability, or that of our vendors, to comply on a timely basis with such laws and regulatory requirements, could adversely affect our reputation, result in lost sales, inventory write-offs, uninsured product liability or other legal claims, penalties or losses, merchandise recalls, and increased costs.

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

We continue to be involved in a number of employment-related lawsuits, including class actions [added: which are primarily] in California.

The use of social media [removed: platforms and similar devices,] [added: platforms,] including blogs, social media websites, and other forms of internet-based communications which allow individuals access to a broad audience of consumers and other interested persons, continues to increase.

The availability of information [added: (whether correct or erroneous)] on social media platforms is virtually [removed: immediate] [added: immediate,] as is its impact.

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

Excessive turnover may result in higher costs associated with finding, [removed: hiring] [added: hiring,] and training new associates.

There is no assurance that we will be able to attract or retain highly qualified associates in the future, [removed: which] [added: and any failure to do so] could have a material adverse effect on our growth, operations, [removed: and] [added: or] financial position.

Although we use marketing and advertising programs to attract customers to our stores, particularly [removed: though] [added: through] television, our competitors may spend more or use different approaches, which could [removed: prove to] provide them with a competitive advantage.

We are subject to risks associated with [added: selling and] importing merchandise [removed: from] [added: produced in] other countries.

[removed: A] [added: In addition, we directly source a] portion of the products sold in our stores [removed: is sourced] from foreign vendors predominantly in Asia (including China).

We also buy product from foreign sources indirectly through domestic [removed: vendors.][added: vendors and manufacturers' representatives.]

These risks and uncertainties include import duties and quotas, compliance with anti-dumping regulations, work stoppages, economic uncertainties and adverse economic conditions (including inflation and recession), foreign government regulations, employment and labor matters, concerns relating to human rights, working conditions, and other issues in factories or countries where merchandise is produced, [removed: transparent] [added: transparency of] sourcing and supply chains, exposure [removed: for] [added: on] product warranty and intellectual property issues, consumer perceptions of the safety of imported merchandise, wars and fears of war, political unrest, natural disasters, regulations to address climate change, and [removed: other] trade restrictions.

We require our vendors [added: (for both import and domestic purchasing)] to adhere to various conduct, compliance, and other requirements including those relating to environmental, employment and [removed: labor,] [added: labor (including wages and working conditions),] health, safety, and anti-bribery standards.

From time to time, our vendors, their contractors, or their subcontractors may [added: be alleged to] not be in compliance with these standards or applicable local laws.

[removed: Although we have implemented policies and procedures to facilitate our compliance with laws and regulations relating to doing] business in foreign markets and importing merchandise, there can be no assurance that suppliers and other third parties with whom we do business will not violate such laws and regulations or our policies.

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

To the extent that certain of our vendors decide not to sell to us or go out of business, the amount of high quality merchandise available to us could also be materially reduced.

Because a significant portion of the apparel and other goods we sell is originally manufactured in other countries, changes in U.S. tariffs, trade relationships, or tax policies that reduce the supply or increase the relative cost of imported goods, could also result in disruptions to our existing supply relationships.

The increasing sophistication of cyber criminals

New markets may have competitive conditions, consumer tastes

Such an incident could also include alleged acts or omissions by or situations involving our suppliers (or their contractors or subcontractors).

A predominant portion of the apparel and other goods we sell (even when purchased domestically, often as excess inventory sold to us by a domestic vendor) is originally manufactured in other countries.

Although we have implemented policies and procedures to facilitate our compliance with laws and regulations relating to doing

Changes in U.S. tax or tariff policy regarding apparel and home-related merchandise produced in other countries could adversely affect our business.

The U.S. government has indicated an intention to review and potentially to significantly change U.S. tax and trade policies.

Potential changes may include disallowance of the tax deductions for imported merchandise or the imposition of significant tariffs on products imported into the U.S. This exposes us to risks of disruption and cost increases in our established patterns for sourcing our merchandise, and creates increased uncertainties in planning our sourcing strategies and forecasting our margins.

A predominant portion of the apparel and other goods we sell is originally manufactured in other countries.

Changes in U.S. tariffs, quotas, trade relationships, or tax provisions that reduce the supply or increase the relative cost of goods produced in other countries are likely to increase our cost of goods and/or increase our effective tax rate.

Although such changes would have implications across the entire industry, we may fail to effectively adapt and to manage the adjustments in strategy that would be necessary in response to those changes.

In addition to the general uncertainty and overall risk from those potential changes in U.S. laws and policies, as we make business decisions in the face of the uncertainty of those potential changes, we may incorrectly anticipate the outcomes, miss out on business opportunities, or fail to effectively adapt our business strategies and manage the adjustments that are necessary in response to those changes.

These risks could adversely affect our revenues, increase our effective tax rates, and reduce our profitability.

market through greater investments in advertising and promotional activity than we originally planned.

historically high rates of turnover.

Ross is the largest off-price apparel and home fashion chain in the United States with [removed: 1,274] [added: 1,340] locations in [removed: 34] [added: 36] states, the District of Columbia and Guam as of January [removed: 30, 2016.][added: 28, 2017.]

[added: We also operate 193 dd’s DISCOUNTS] stores in 15 states as of January [removed: 30, 2016] [added: 28, 2017] 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: 2015] [added: 2016] 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: 28, 2017, January] 30, 2016, [added: and] January 31, [removed: 2015, and February 1, 2014] [added: 2015] as fiscal [removed: 2015,] [added: 2016,] fiscal [removed: 2014,] [added: 2015,] and fiscal [removed: 2013,] [added: 2014,] respectively.

The following table summarizes the financial results for fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013:][added: 2014:]

| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Sales (millions) | | $ | [removed: 11,940] [added: 12,867] | | | $ | [removed: 11,042] [added: 11,940] | | | $ | [removed: 10,230] [added: 11,042] | |

| Sales growth | | [removed: 8.1] [added: 7.8] | | % | | [removed: 7.9] [added: 8.1] | | % | | [removed: 5.2] [added: 7.9] | | % |

| Comparable store sales growth | | 4 | | % | | [removed: 3] [added: 4] | | % | | 3 | | % |

| Cost of goods sold | | [removed: 71.8] [added: 71.3] | | % | | [removed: 71.9] [added: 71.8] | | % | | [removed: 72.0] [added: 71.9] | | % |

| Selling, general and administrative | | [removed: 14.6] [added: 14.7] | | % | | 14.6 | | % | | [removed: 14.9] [added: 14.6] | | % |

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

| Earnings before taxes (as a percent of sales) | | [removed: 13.5] [added: 13.9] | | % | | 13.5 | | % | | [removed: 13.1] [added: 13.5] | | % |

| Net earnings (as a percent of sales) | | [removed: 8.5] [added: 8.7] | | % | | [removed: 8.4] [added: 8.5] | | % | | [removed: 8.2] [added: 8.4] | | % |

Total stores open at the end of fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013] [added: 2014] were [added: 1,533,] 1,446, [removed: 1,362,] and [removed: 1,276,] [added: 1,362,] respectively.

The number of stores at the end of fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013] [added: 2014] increased by 6%, [removed: 7%,] [added: 6%,] and [removed: 6%] [added: 7%] from the respective prior years.

| Store Count | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | |

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

| Opened in the period | [removed: 90] [added: 93] | | | [removed: 95] [added: 90] | | | [removed: 88] [added: 95] | |

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

| End of the period | [removed: 1,446] [added: 1,533] | | | [removed: 1,362] [added: 1,446] | | | [removed: 1,276] [added: 1,362] | |

| Selling square footage at the end of the period (000) | [removed: 31,900] [added: 33,300] | | | [removed: 30,400] [added: 31,900] | | | [removed: 28,900] [added: 30,400] | |

Sales for fiscal [removed: 2015] [added: 2016] increased $0.9 billion, or [removed: 8.1%,] [added: 7.8%,] compared to the prior year due to the opening of [removed: 84] [added: 87] net new stores during [removed: 2015] [added: 2016] and a 4% increase in comparable store sales (defined as stores that have been open for more than 14 complete months).

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 sales from comparable stores.

Our sales mix is shown below for fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013:][added: 2014:]

| | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | |

| Ladies | | [removed: 29] [added: 28] | % | | 29 | % | | 29 | % |

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

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

Although our strategies and store expansion program contributed to sales gains in fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013,] [added: 2014,] we cannot be sure that they will result in a continuation of sales growth or in an increase in net earnings.

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

Cost of goods sold in fiscal [removed: 2014] [added: 2016] increased [removed: $577.0] [added: $596.8] million compared to the prior year mainly due to increased sales from the opening of [removed: 86] [added: 87] 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: 2014] [added: 2016] decreased approximately [removed: five] [added: 55] basis points from the prior year primarily due to a [removed: 20] [added: 35] basis point increase in merchandise gross [removed: margin.][added: margin, a 10 basis point decrease in buying expenses, and lower distribution and occupancy costs by five basis points each.]

We cannot be sure that the gross profit margins realized in fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013] [added: 2014] will continue in future years.

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

For fiscal [removed: 2014, SG&A] [added: 2016, selling, general and administrative expenses (“SG&A”)] increased [removed: $89.0] [added: $151.7] million compared to the prior year, mainly due to increased store operating costs reflecting the opening of [removed: 86] [added: 87] net new stores during the year.

SG&A as a percentage of sales for fiscal [removed: 2014 decreased] [added: 2016 increased] by approximately [removed: 30] [added: 15] basis points compared to the prior year primarily due to [removed: tight expense control.][added: higher wages.]

The table below shows the components of interest expense and income for fiscal [added: 2016,] 2015, [removed: 2014,] and [removed: 2013:][added: 2014:]

| ($000) | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Interest expense on long-term debt | | $ | [removed: 18,568] [added: 18,573] | | | $ | [removed: 12,990] [added: 18,568] | | | $ | [removed: 9,721] [added: 12,990] | |

In fiscal 2016, net interest expense increased by $3.9 million primarily due to a reduction of capitalized interest partially offset by an increase in interest income.

As a percentage of sales, net interest expense in fiscal 2016 remained flat compared to the prior year.

The 13% increase in diluted earnings per share is attributable to an increase of approximately 10% in net earnings and a 3% reduction in weighted average diluted shares outstanding, largely due to the repurchase of common stock under our stock repurchase program.

The decrease in capital expenditures in fiscal 2016 compared to fiscal 2015 was primarily due to the completion in 2015 of the rollout of new point of sale equipment in our stores and construction of a distribution center.

In April 2016, we entered into a new $600 million unsecured revolving credit facility.

The facility also contains an option allowing us to increase the size of our revolving credit facility by up to an additional $200 million, with the agreement of the lenders.

Interest on any borrowings under this facility is based on LIBOR plus

The revolving credit facility may be extended, at our option, for up to two additional one year periods, subject to customary conditions.

The revolving credit facility is subject to a financial leverage ratio covenant.

As of January 28, 2017, we were in compliance with this covenant.

| Operating leases (rent obligations) | 484,518 | | | | 924,319 | | | | 604,751 | | | | 504,389 | | | | 2,517,977 | | |

| Purchase obligations | 2,123,046 | | | | 15,627 | | | | 5,204 | | | | 1,957 | | | | 2,145,834 | | |

| Total contractual obligations | $ | 2,632,087 | | | $ | 1,068,568 | | | $ | 713,154 | | | $ | 1,727,809 | | | $ | 6,141,618 | |

Due to the substantial number of leases that we have, we believe this ASU will increase assets and liabilities by the same material amount on our consolidated balance sheet.

See Note E for disclosure of our current undiscounted minimum commitments under noncancelable operating leases.

We do not believe adoption of this ASU will have a significant impact to our consolidated statements of earnings, stockholders’ equity, and cash flows.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.

ASU 2016-09 provides for changes to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share based payment awards will be recognized as income tax benefit or expense in the reporting period in which they occur (previously such amounts were recognized in additional paid-in capital); 2) excess tax benefits will be classified as an operating activity in the statement of cash flows; and 3) the option to elect to estimate forfeitures or account for them when they occur.

ASU 2016-09 is effective for us beginning in the first quarter of 2017.

Upon adoption of ASU 2016-09, we plan to account for forfeitures as incurred and expect this adoption along with the retrospective impact on our classification of cash flows between operating and financing activities to be immaterial.

We believe the impact of recording excess tax benefits in income taxes in our consolidated statement of earnings may be material.

The magnitude of such impact is dependent upon our future stock price in relation to the fair value of awards on grant date and our future grants of stock-based compensation.

See Note F for disclosure of our historical accounting treatment of excess tax benefits.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.

ASU 2016-18 requires restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts on the statement of cash flows.

The standard also requires

companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the statement of cash flows.

We do not believe adoption of this ASU will have a significant impact to our consolidated financial statements.

We also operate 172 dd’s DISCOUNTS

This improvement was partially offset by a 15 basis point increase in buying costs.

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

Accounts payable leverage at the end of fiscal 2013 was also impacted due to the timing shift of the dividend declaration from January 2014 to February 2014.

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.

| 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 | |

The 2024 Notes were issued at a price equal to 99.329% of the principal amount.

increase beyond what was anticipated, our recorded reserves may not be sufficient and additional charges could be required.

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.

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.

ASU 2015-17 is effective for annual and interim reporting periods after December 15, 2016, with early adoption permitted.

We early adopted ASU 2015-17 retrospectively, as of January 30, 2016.

As a result, $13.0 million of our deferred tax assets previously presented in current assets have been reclassified to long term deferred tax liabilities in the Consolidated Balance Sheet as of January 31, 2015.

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

We had no outstanding forward contracts as of January [removed: 30, 2016.][added: 28, 2017.]

As of January [removed: 30, 2016,] [added: 28, 2017,] we had no borrowings outstanding under our revolving credit facility.

The amount outstanding under these notes as of January [removed: 30, 2016] [added: 28, 2017] was $150 million.

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: 30, 2016.][added: 28, 2017.]

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,274] [added: 1,340] locations in [removed: 34] [added: 36] states, the District of Columbia and Guam, as of January [removed: 30, 2016.][added: 28, 2017.]

We also operate [removed: 172] [added: 193] dd’s DISCOUNTS stores in 15 states as of January [removed: 30, 2016.][added: 28, 2017.]

We refer to our fiscal years ended January [added: 28, 2017, January] 30, 2016, [added: and] January 31, [removed: 2015, and February 1, 2014] [added: 2015] as fiscal [removed: 2015,] [added: 2016,] fiscal [removed: 2014,] [added: 2015,] and fiscal [removed: 2013,] [added: 2014,] respectively, all of which were 52-week years.

We have a combined network of [removed: approximately 8,300] [added: more than 8,000] 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.

These flexible requirements further enable our buyers to obtain significant discounts on [removed: in-season] purchases.

In fiscal [removed: 2015,] [added: 2016,] we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

Packaway accounted for approximately [removed: 47%] [added: 49%] and [removed: 45%] [added: 47%] of total inventories as of January [removed: 30, 2016] [added: 28, 2017] and January [removed: 31, 2015,] [added: 30, 2016,] respectively.

We believe the strong discounts we [removed: are able to] offer on packaway merchandise are one of the key drivers of our business results.

At the end of fiscal [removed: 2015,] [added: 2016,] we had approximately [removed: 730] [added: 760] merchants for Ross and dd’s DISCOUNTS combined.

Ross and dd’s DISCOUNTS buyers have on average eight years of experience, including merchandising positions with other retailers such as Bloomingdale's, Burlington Stores, Foot Locker, Kohl’s, [removed: Loehmann’s,] Lord & Taylor, Macy's, Nordstrom, Saks, and TJX.

[removed: This strategy enables us to offer customers] consistently low prices and compelling value.

As of January [removed: 30, 2016,] [added: 28, 2017,] we operated a total of [removed: 1,446] [added: 1,533] stores comprised of [removed: 1,274] [added: 1,340] Ross stores and [removed: 172] [added: 193] dd’s DISCOUNTS stores.

Recent initiatives include enhancements to our [added: information and] data security, merchandising, distribution, transportation, and store systems.

We also use other third-party [removed: facilities as needed] [added: facilities, including two warehouses] for storage of packaway inventory.

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

The trademarks for [added: ROSS®,] Ross Dress For [removed: Less®] [added: Less®,] and dd’s DISCOUNTS® have been registered with the United States Patent and Trademark Office.

As of January [removed: 30, 2016,] [added: 28, 2017,] we had approximately [removed: 77,800] [added: 78,600] total employees, which includes both full and part-time employees.

We also compete [removed: to some degree] with [added: online] retailers that sell apparel and home [removed: fashions through catalogs or online.][added: fashions.]

This strategy enables us to offer customers

Class action litigation remains pending as of January [removed: 30, 2016.][added: 28, 2017.]

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

| | | For the fiscal year ended January [removed: 30, 2016] [added: 28, 2017] | |

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of [removed: August 1, 2015] [added: July 30, 2016] was [removed: $21,249,450,321,] [added: $24,019,302,284,] 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: 7, 2016] [added: 6, 2017] was [removed: 401,287,592.][added: 391,895,145.]

Portions of the Proxy Statement for the Registrant's [removed: 2016] [added: 2017] Annual Meeting of Stockholders, which will be filed on or before May [removed: 30, 2016,] [added: 29, 2017,] are incorporated herein by reference into Part III.

10-K 1 rost-20170128x10k.htm 10-K

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

At January [removed: 30, 2016,] [added: 28, 2017,] we operated a total of [removed: 1,446] [added: 1,533] stores, of which [removed: 1,274] [added: 1,340] were Ross stores in [removed: 34] [added: 36] states, the District of Columbia and Guam, and [removed: 172] [added: 193] were dd’s DISCOUNTS stores in 15 states.

During fiscal [removed: 2015,] [added: 2016,] we opened [removed: 70] [added: 71] new Ross stores and closed [removed: six] [added: five] existing stores.

The average approximate Ross store size is [removed: 28,600] [added: 28,400] square feet.

During fiscal [removed: 2015,] [added: 2016,] we opened [removed: 20] [added: 22] new dd’s DISCOUNTS stores and closed [removed: no] [added: one] existing [removed: stores.][added: store.]

The average approximate dd’s DISCOUNTS store size is [removed: 23,300] [added: 23,200] square feet.

During fiscal [removed: 2015,] [added: 2016,] no one store accounted for more than 1% of our sales.

Our real estate strategy in [removed: 2016] [added: 2017] is to 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: 2016.][added: 2017.]

The following table summarizes the locations of our stores by state/territory as of January [removed: 30, 2016] [added: 28, 2017] and January [removed: 31, 2015.][added: 30, 2016.]

| State/Territory | | January [removed: 30, 2016] [added: 28, 2017] | | January [removed: 31, 2015] [added: 30, 2016] |

| Alabama | | [removed: 19] [added: 23] | | 19 |

| Arizona | | [removed: 71] [added: 74] | | [removed: 68] [added: 71] |

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

| California | | [removed: 347] [added: 364] | | [removed: 335] [added: 347] |

| Colorado | | [removed: 31] [added: 33] | | [removed: 30] [added: 31] |

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

| Florida | | [removed: 179] [added: 185] | | [removed: 166] [added: 179] |

| Georgia | | [removed: 55] [added: 56] | | [removed: 51] [added: 55] |

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

| Illinois | | [removed: 55] [added: 62] | | [removed: 49] [added: 55] |

| Indiana | | [removed: 8] [added: 9] | | [removed: 5] [added: 8] |

| Kansas | | [removed: 7] [added: 10] | | [removed: 6] [added: 7] |

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

| Louisiana | | [removed: 17] [added: 18] | | [removed: 14] [added: 17] |

| Maryland | | [removed: 23] [added: 24] | | 23 |

| Missouri | | [removed: 17] [added: 21] | | [removed: 16] [added: 17] |

| Nevada | | [removed: 32] [added: 33] | | [removed: 31] [added: 32] |

| New Mexico | | [removed: 11] [added: 12] | | [removed: 10] [added: 11] |

| North Carolina | | [removed: 42] [added: 45] | | [removed: 38] [added: 42] |

| Oklahoma | | [removed: 22] [added: 23] | | [removed: 20] [added: 22] |

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

| Pennsylvania | | [removed: 43] [added: 44] | | 43 |

| South Carolina | | [removed: 22] [added: 23] | | [removed: 21] [added: 22] |

| Tennessee | | [removed: 30] [added: 31] | | [removed: 29] [added: 30] |

| Texas | | [removed: 211] [added: 222] | | [removed: 197] [added: 211] |

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

| Virginia | | [removed: 36] [added: 38] | | [removed: 34] [added: 36] |

| Washington | | [removed: 41] [added: 42] | | [removed: 40] [added: 41] |

| Wisconsin | | [removed: 3] [added: 13] | | [removed: 0] [added: 3] |

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

| North Dakota | | 1 | | 0 |

| South Dakota | | 1 | | 0 |

| Michael Balmuth | | [removed: 65] [added: 66] | | | Executive Chairman of the Board |

| Barbara Rentler | | [removed: 58] [added: 59] | | | Chief Executive Officer |

| Bernie Brautigan | | [removed: 51] [added: 52] | | | President, Merchandising, Ross Dress for Less |

| James S. Fassio | | [removed: 61] [added: 62] | | | President and Chief Development Officer |

| Brian Morrow | | [removed: 56] [added: 57] | | | President and Chief Merchandising Officer, dd's DISCOUNTS |

| Michael O’Sullivan | | [removed: 52] [added: 53] | | | President and Chief Operating Officer |

| Lisa Panattoni | | [removed: 53] [added: 54] | | | President, Merchandising, Ross Dress for Less |

| John G. Call | | [removed: 57] [added: 58] | | | Executive Vice President, Finance and Legal, and Corporate Secretary |

| Michael J. Hartshorn | | [removed: 48] [added: 49] | | | Group Senior Vice President, Chief Financial Officer and Principal Accounting Officer |

He also held roles as Senior Vice President, General Merchandise Manager at Mervyn’s in 2008 and Macy’s North/Marshall Field’s from [removed: 2005] [added: 2006] to 2008.

There were [removed: 841] [added: 847] stockholders of record as of March [removed: 7, 2016] [added: 6, 2017] and the closing stock price on that date was [removed: $57.53] [added: $67.40] per share.

On [removed: March 1, 2016,] [added: February 28, 2017,] our Board of Directors declared a quarterly cash dividend of [removed: $0.1350] [added: $0.1600] per common share, payable on March 31, [removed: 2016.][added: 2017.]

Our Board of Directors declared cash dividends of [removed: $0.1175] [added: $0.1350] per common share in [removed: February,] [added: March,] May, August, and November [removed: 2015,] [added: 2016,] cash dividends of [removed: $0.1000] [added: $0.1175] per common share in February, May, August, and November [removed: 2014,] [added: 2015,] and cash dividends of [removed: $0.0850] [added: $0.1000] per common share in [added: February,] May, August, and November [removed: 2013.][added: 2014.]

Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2015] [added: 2016] is as follows:

| ¹ We acquired [removed: 34,703] [added: 7,090] shares of treasury stock during the quarter ended January [removed: 30, 2016.] [added: 28, 2017.] 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. |

In February [removed: 2015,] [added: 2017,] our Board of Directors approved a [added: new,] two-year [removed: $1.4] [added: $1.75] billion stock repurchase program [removed: for] [added: through] fiscal [removed: 2015 and 2016.][added: 2018.]

[removed: Total] [added: The graph below compares total] stockholder returns [added: over the last five years] for our common stock [removed: outperformed] [added: with] the Standard & Poor’s (“S&P”) 500 Index and the S&P Retailing [removed: Group over the last five years as set forth in the graph below.][added: Group.]

[removed: ][added: ]

| Company / Index | | [removed: 2011 | | |] 2012 | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | [added: | 2017 | |]

| (10/30/2016 - 11/26/2016) | | 662,860 | | | $64.23 | | 660,463 | | | $127,300 |

| (11/27/2016 - 12/31/2016) | | 1,074,861 | | | $67.66 | | 1,074,861 | | | $54,500 |

| (01/01/2017 - 01/28/2017) | | 829,184 | | | $66.15 | | 824,491 | | | $0 |

| Total | | 2,566,905 | | | $66.29 | | 2,559,815 | | | $0 |

| Ross Stores, Inc. | | 100 | | | 117 | | | 136 | | | 185 | | | 229 | | | 268 | |

| S&P 500 Index | | 100 | | | 117 | | | 142 | | | 162 | | | 161 | | | 193 | |

| S&P Retailing Group | | 100 | | | 129 | | | 163 | | | 196 | | | 231 | | | 274 | |

Stock dividends.

In March 2015, our Board of Directors declared a two-for-one stock split of the Company's common stock issued in the form of a 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.

All share and per share amounts have been adjusted to reflect the stock split.

| (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 | |

| ($000, except per share data) | [added: 2016 | | | |] 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | ¹ | [removed: 2011 | | |]

| Operations | | | | | | | | | | | | | | | | | | | | [added: |]

| Sales | $ | [removed: 11,939,999] [added: 12,866,757] | | | $ | [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] | | [added: |]

| Cost of goods sold | [added: 9,173,705 | | | |] 8,576,873 | | | | 7,937,956 | | | | 7,360,924 | | | | 7,011,428 | | | | [removed: 6,240,760 | | |]

| Percent of sales | [removed: 71.8] [added: 71.3] | | % | | [removed: 71.9] [added: 71.8] | | % | | [removed: 72.0] [added: 71.9] | | % | | [removed: 72.1] [added: 72.0] | | % | | [removed: 72.5] [added: 72.1] | | % | [added: |]

| Selling, general and administrative | [added: 1,890,408 | | | |] 1,738,755 | | | | 1,615,371 | | | | 1,526,366 | | | | 1,437,886 | | | | [removed: 1,304,065 | | |]

| Percent of sales | [removed: 14.6] [added: 14.7] | | % | | 14.6 | | % | | [removed: 14.9] [added: 14.6] | | % | | [removed: 14.8] [added: 14.9] | | % | | [removed: 15.2] [added: 14.8] | | % | [added: |]

| Interest expense (income), net | [added: 16,488 | | | |] 12,612 | | | | 2,984 | | | | (247 | | ) | | 6,907 | | | | [removed: 10,322 | | |]

| Earnings before taxes | [added: 1,786,156 | | | |] 1,611,759 | | | | 1,485,366 | | | | 1,343,310 | | | | 1,264,844 | | | | [removed: 1,053,144 | | |]

| Percent of sales | [removed: 13.5] [added: 13.9] | | % | | 13.5 | | % | | [removed: 13.1] [added: 13.5] | | % | | [removed: 13.0] [added: 13.1] | | % | | [removed: 12.2] [added: 13.0] | | % | [added: |]

| Provision for taxes on earnings | [added: 668,502 | | | |] 591,098 | | | | 560,642 | | | | 506,006 | | | | 478,081 | | | | [removed: 395,974 | | |]

| Net earnings | $ | [removed: 1,020,661] [added: 1,117,654] | | | $ | [removed: 924,724] [added: 1,020,661] | | | $ | [removed: 837,304] [added: 924,724] | | | $ | [removed: 786,763] [added: 837,304] | | | $ | [removed: 657,170] [added: 786,763] | | [added: |]

| Percent of sales | [removed: 8.5] [added: 8.7] | | % | | [removed: 8.4] [added: 8.5] | | % | | [removed: 8.2] [added: 8.4] | | % | | [removed: 8.1] [added: 8.2] | | % | | [removed: 7.6] [added: 8.1] | | % | [added: |]

| Basic earnings per share² | $ | [removed: 2.53] [added: 2.85] | | | $ | [removed: 2.24] [added: 2.53] | | | $ | [removed: 1.97] [added: 2.24] | | | $ | [removed: 1.80] [added: 1.97] | | | $ | [removed: 1.45] [added: 1.80] | | [added: |]

| Diluted earnings per share² | $ | [removed: 2.51] [added: 2.83] | | | $ | [removed: 2.21] [added: 2.51] | | | $ | [removed: 1.94] [added: 2.21] | | | $ | [removed: 1.77] [added: 1.94] | | | $ | [removed: 1.43] [added: 1.77] | | [added: |]

| Cash dividends declared | | | | | | | | | | | | | | | | | | | | [added: |]

| per common share² | $ | [added: 0.540 | | | $ |] 0.470 | | | $ | 0.400 | | | $ | 0.255 | | ³ | $ | 0.295 | | | [removed: $ | 0.235 | |]

| ¹ Fiscal 2012 was a 53-week year; all other fiscal years presented were 52 weeks. | | | | | | | | | | | | | | | | | | | | [added: |]

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

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

| ($000, except per share data) | | [added: 2016 | | | |] 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | 1 | [removed: 2011 | | | |]

| Cash and cash equivalents | | $ | [removed: 761,602] [added: 1,111,599] | | | $ | [removed: 696,608] [added: 761,602] | | | $ | [removed: 423,168] [added: 696,608] | | | $ | [removed: 646,761] [added: 423,168] | | | $ | [removed: 649,835] [added: 646,761] | | |

| Merchandise inventory | | [removed: 1,419,104] [added: 1,512,886] | | | | [removed: 1,372,675] [added: 1,419,104] | | | | [removed: 1,257,155] [added: 1,372,675] | | | | [removed: 1,209,237] [added: 1,257,155] | | | | [removed: 1,130,070] [added: 1,209,237] | | | |

| Property and equipment, net | | [removed: 2,342,906] [added: 2,328,048] | | | | [removed: 2,273,752] [added: 2,342,906] | | | | [removed: 1,875,299] [added: 2,273,752] | | | | [removed: 1,493,284] [added: 1,875,299] | | | | [removed: 1,241,722] [added: 1,493,284] | | | |

| Total [removed: assets2, 3] [added: assets] | | [removed: 4,869,119] [added: 5,309,351] | | | | [removed: 4,687,370] [added: 4,869,119] | | | | [removed: 3,886,251] [added: 4,687,370] | | | | [removed: 3,649,782] [added: 3,886,251] | | | | [removed: 3,295,185] [added: 3,649,782] | | | |

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

| Working capital | | [removed: 769,348] [added: 1,060,543] | | | | [removed: 590,471] [added: 769,348] | | | | [removed: 463,875] [added: 590,471] | | | | [removed: 588,438] [added: 463,875] | | | | [removed: 572,721] [added: 588,438] | | | |

| Current ratio | | [removed: 1.5:1] [added: 1.6:1] | | | | [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 | | | |

| Long-term [removed: debt2] [added: debt] | | [removed: 396,025] [added: 396,493] | | | | [removed: 395,562] [added: 396,025] | | | | [removed: 149,681] [added: 395,562] | | | | [removed: 149,628] [added: 149,681] | | | | [removed: 149,574] [added: 149,628] | | | |

| of total capitalization | | [removed: 14] [added: 13] | | % | | [removed: 15] [added: 14] | | % | | [removed: 7] [added: 15] | | % | | [removed: 8] [added: 7] | | % | | [removed: 9] [added: 8] | | % | |

| Stockholders' equity | | [removed: 2,471,991] [added: 2,748,017] | | | | [removed: 2,279,210] [added: 2,471,991] | | | | [removed: 2,007,302] [added: 2,279,210] | | | | [removed: 1,766,863] [added: 2,007,302] | | | | [removed: 1,493,012] [added: 1,766,863] | | | |

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

| outstanding at [removed: year-end4] [added: year-end2] | | $ | [removed: 6.14] [added: 7.01] | | | $ | [removed: 5.49] [added: 6.14] | | | $ | [removed: 4.70] [added: 5.49] | | | $ | [removed: 4.00] [added: 4.70] | | | $ | [removed: 3.29] [added: 4.00] | | |

| Number of stores opened | | [removed: 90] [added: 93] | | | | [removed: 95] [added: 90] | | | | [removed: 88] [added: 95] | | | | [removed: 82] [added: 88] | | | | [removed: 80] [added: 82] | | | |

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

| Number of stores at year-end | | [removed: 1,446] [added: 1,533] | | | | [removed: 1,362] [added: 1,446] | | | | [removed: 1,276] [added: 1,362] | | | | [removed: 1,199] [added: 1,276] | | | | [removed: 1,125] [added: 1,199] | | | |

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

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

| selling space (52-week basis) | | $ | [removed: 383] [added: 395] | | | $ | [removed: 372] [added: 383] | | | $ | [removed: 362] [added: 372] | | | $ | [removed: 355] [added: 362] | | | $ | [removed: 338] [added: 355] | | |

| at year-end (000) | | [removed: 31,900] [added: 33,300] | | | | [removed: 30,400] [added: 31,900] | | | | [removed: 28,900] [added: 30,400] | | | | [removed: 27,800] [added: 28,900] | | | | [removed: 26,100] [added: 27,800] | | | |

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

| ($000, except per share data) | | January [removed: 30, 2016] [added: 28, 2017] | | | | January [removed: 31, 2015] [added: 30, 2016] | | | | [removed: February 1, 2014] [added: January 31, 2015] | | |

| Sales | | $ | [removed: 11,939,999] [added: 12,866,757] | | | $ | [removed: 11,041,677] [added: 11,939,999] | | | $ | [removed: 10,230,353] [added: 11,041,677] | |

| Cost of goods sold | | [removed: 8,576,873] [added: 9,173,705] | | | | [removed: 7,937,956] [added: 8,576,873] | | | | [removed: 7,360,924] [added: 7,937,956] | | |

| Selling, general and administrative | | [removed: 1,738,755] [added: 1,890,408] | | | | [removed: 1,615,371] [added: 1,738,755] | | | | [removed: 1,526,366] [added: 1,615,371] | | |

| Interest [removed: expense (income),] [added: expense,] net | | [removed: 12,612] [added: 16,488] | | | | [removed: 2,984] [added: 12,612] | | | | [removed: (247] [added: 2,984] | | [removed: )] |

| Total costs and expenses | | [removed: 10,328,240] [added: 11,080,601] | | | | [removed: 9,556,311] [added: 10,328,240] | | | | [removed: 8,887,043] [added: 9,556,311] | | |

| Earnings before taxes | | [removed: 1,611,759] [added: 1,786,156] | | | | [removed: 1,485,366] [added: 1,611,759] | | | | [removed: 1,343,310] [added: 1,485,366] | | |

| Provision for taxes on earnings | | [removed: 591,098] [added: 668,502] | | | | [removed: 560,642] [added: 591,098] | | | | [removed: 506,006] [added: 560,642] | | |

| Net earnings | | $ | [removed: 1,020,661] [added: 1,117,654] | | | $ | [removed: 924,724] [added: 1,020,661] | | | $ | [removed: 837,304] [added: 924,724] | |

| Basic | | $ | [removed: 2.53] [added: 2.85] | | | $ | [removed: 2.24] [added: 2.53] | | | $ | [removed: 1.97] [added: 2.24] | |

| Diluted | | $ | [removed: 2.51] [added: 2.83] | | | $ | [removed: 2.21] [added: 2.51] | | | $ | [removed: 1.94] [added: 2.21] | |

| Basic | | [removed: 403,034] [added: 392,124] | | | | [removed: 413,553] [added: 403,034] | | | | [removed: 425,761] [added: 413,553] | | |

| Diluted | | [removed: 406,405] [added: 394,958] | | | | [removed: 418,077] [added: 406,405] | | | | [removed: 431,610] [added: 418,077] | | |

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

| Change in unrealized loss on investments, net of tax | | [removed: (148] [added: (91] | | ) | | [removed: (59] [added: (148] | | ) | | [removed: (196] [added: (59] | | ) |

| Comprehensive income | | $ | [removed: 1,020,513] [added: 1,117,563] | | | $ | [removed: 924,665] [added: 1,020,513] | | | $ | [removed: 837,108] [added: 924,665] | |

| ($000, except share data) | January [removed: 30, 2016] [added: 28, 2017] | | | | January [removed: 31, 2015] [added: 30, 2016] | | |

| Cash and cash equivalents | $ | [removed: 761,602] [added: 1,111,599] | | | $ | [removed: 696,608] [added: 761,602] | |

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

| Accounts receivable | [removed: 73,627] [added: 75,154] | | | | [removed: 73,278] [added: 73,627] | | |

| Merchandise inventory | [removed: 1,419,104] [added: 1,512,886] | | | | [removed: 1,372,675] [added: 1,419,104] | | |

| Prepaid expenses and other | [removed: 116,125] [added: 113,410] | | | | [removed: 106,778] [added: 116,125] | | |

| Total current assets | [removed: 2,372,195] [added: 2,813,049] | | | | [removed: 2,249,839] [added: 2,372,195] | | |

| Land and buildings | [removed: 1,084,328] [added: 1,101,334] | | | | [removed: 952,428] [added: 1,084,328] | | |

| Fixtures and equipment | [removed: 2,244,790] [added: 2,421,645] | | | | [removed: 1,933,383] [added: 2,244,790] | | |

| Leasehold improvements | [removed: 920,392] [added: 998,508] | | | | [removed: 854,572] [added: 920,392] | | |

| Construction-in-progress | [removed: 90,399] [added: 69,767] | | | | [removed: 293,715] [added: 90,399] | | |

| Less accumulated depreciation and amortization | [removed: 1,997,003] [added: 2,263,206] | | | | [removed: 1,760,346] [added: 1,997,003] | | |

| Property and equipment, net | [removed: 2,342,906] [added: 2,328,048] | | | | [removed: 2,273,752] [added: 2,342,906] | | |

| Long-term investments | [removed: 1,331] [added: 1,288] | | | | [removed: 3,110] [added: 1,331] | | |

| Other long-term assets | [removed: 152,687] [added: 166,966] | | | | [removed: 160,669] [added: 152,687] | | |

| Total assets | $ | [removed: 4,869,119] [added: 5,309,351] | | | $ | [removed: 4,687,370] [added: 4,869,119] | |

| Accounts payable | $ | [removed: 945,559] [added: 1,021,735] | | | $ | [removed: 1,000,700] [added: 945,559] | |

| Accrued expenses and other | [removed: 376,522] [added: 398,126] | | | | [removed: 385,325] [added: 376,522] | | |

| Accrued payroll and benefits | [removed: 280,766] [added: 316,492] | | | | [removed: 256,141] [added: 280,766] | | |

| Income taxes payable | [removed: —] [added: 16,153] | | | | [removed: 17,202] [added: —] | | |

| Total current liabilities | [removed: 1,602,847] [added: 1,752,506] | | | | [removed: 1,659,368] [added: 1,602,847] | | |

| Long-term debt | [removed: 396,025] [added: 396,493] | | | | [removed: 395,562] [added: 396,025] | | |

| Other long-term liabilities | [removed: 268,168] [added: 290,950] | | | | [removed: 279,500] [added: 268,168] | | |

| Deferred income taxes | [removed: 130,088] [added: 121,385] | | | | [removed: 73,730] [added: 130,088] | | |

| | 4,591,254 | | | | 4,339,909 | | |

| Net earnings | | — | | | — | | | | — | | | | — | | | | — | | | 1,117,654 | | | | 1,117,654 | | |

| used for tax withholding | | 1,192 | | | 12 | | | | 18,527 | | | | (43,321 | | ) | | — | | | — | | | | (24,782 | | ) |

| Common stock repurchased | | (11,638 | ) | | (116 | | ) | | (23,026 | | ) | | — | | | | — | | | (676,858 | | ) | | (700,000 | | ) |

| Balance at January 28, 2017 | | 391,893 | | | $ | 3,919 | | | $ | 1,215,715 | | | $ | (272,846 | ) | | $91 | | | $ | 1,801,138 | | | $ | 2,748,017 | |

| ($000) | January 28, 2017 | | | | January 30, 2016 | | | | January 31, 2015 | | |

| Net earnings | $ | 1,117,654 | | | $ | 1,020,661 | | | $ | 924,724 | |

The Company closed six stores in both 2016 and 2015.

| ($000) | | 2016 | | | | 2015 | | |

| January 28, 2017 | | $ | 7,955 | | | $ | 761,350 | | | $ | (760,899 | ) | | $ | 8,406 | |

| Shares | | 392,124 | | | | 2,834 | | | | 394,958 | | |

| Amount | | $ | 2.85 | | | $ | (0.02 | ) | | $ | 2.83 | |

Due to the substantial number of leases that it has, the Company believes this ASU will increase assets and liabilities by the same material amount on its consolidated balance sheet.

See Note E for disclosure of the Company's current undiscounted minimum commitments under noncancelable operating leases.

The Company does not believe adoption of this ASU will have a significant impact to its consolidated statements of earnings, stockholders’ equity, and cash flows.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.

ASU 2016-09 provides for changes to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share based payment awards will be recognized as income tax benefit or expense in the reporting period in which they occur (previously such amounts were recognized in additional paid-in capital); 2) excess tax benefits will be classified as an operating activity in the statement of cash flows; and 3) the option to elect to estimate forfeitures or account for them when they occur.

ASU 2016-09 is effective for the Company beginning in the first quarter of 2017.

Upon adoption of ASU 2016-09, the Company plans to account for forfeitures as incurred and expects this adoption along with the retrospective impact on its classification of cash flows between operating and financing activities to be immaterial.

The Company believes the impact of recording excess tax benefits in income taxes in its consolidated statement of earnings may be material.

The magnitude of such impact is dependent upon the Company’s future stock price in relation to the fair value of awards on grant date and the Company’s future grants of stock-based compensation.

See Note F for disclosure of the Company's historical accounting treatment of excess tax benefits.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.

ASU 2016-18 requires restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts on the statement of cash flows.

The standard also requires companies who report cash and restricted cash separately on the balance sheet to reconcile those amounts to the

statement of cash flows.

The Company does not believe adoption of this ASU will have a significant impact to its consolidated financial statements.

| ($000) | | 2016 | | | | 2015 | | |

| Cash and cash equivalents (Level 1) | | $ | 1,111,599 | | | $ | 761,602 | |

| Level 2 | | $ | 3,628 | | | $ | — | |

Restricted investments in government bonds with a fair value of $3.6 million at January 28, 2017 were transferred from Level 1 into Level 2 due to the market for the identical bonds being inactive.

| ($000) | 2016 | | | | 2015 | | |

| Total | $ | 74,554 | | | $ | 70,937 | | | $ | 53,001 | |

| ($000) | | 2016 | | | | 2015 | | |

| 2021 | | | $ | 65,000 | |

In April 2016, the Company entered into a new $600 million unsecured revolving credit facility.

The facility also contains an option allowing the Company to increase the size of its credit facility by up to an additional $200 million, with the agreement of the lenders.

The revolving credit facility may be extended, at the Company’s option, for up to two additional one year periods, subject to customary conditions.

The revolving credit facility is subject to a financial leverage ratio covenant.

As of January 28, 2017, the Company was in compliance with this covenant.

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

| 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 | | |

| used for tax withholding | | 1,756 | | | 18 | | | | 19,056 | | | | (29,851 | | ) | | — | | | — | | | | (10,777 | | ) |

| Common stock repurchased | | (16,358 | ) | | (164 | | ) | | (24,419 | | ) | | — | | | | — | | | (525,417 | | ) | | (550,000 | | ) |

In 2015, the Company closed six stores.

In 2014, the Company closed nine stores.

| February 1, 2014 | | $ | 7,165 | | | $ | 699,835 | | | $ | (699,569 | ) | | $ | 7,431 | |

See Note F.

| 2013 | | | | | | | | | | | | |

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

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

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.

As a result of the retrospective adoption, the Company 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.

See Note D.

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

The Company early adopted ASU 2015-17 retrospectively, as of January 30, 2016.

As a result, $13.0 million of its deferred tax assets previously presented in current assets have been reclassified to long term deferred tax liabilities in the Consolidated Balance Sheet as of January 31, 2015.

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

There were no transfers between Level 1 and Level 2 categories during the fiscal year ended January 30, 2016.

| Level 1 | | $ | 761,602 | | | $ | 696,608 | |

| Investments | | | | | | | | |

| Restricted cash and cash equivalents | | | | | | | | |

| Level 1 | | $ | 67,947 | | | $ | 71,992 | |

The Company plans to renew the revolving credit facility in 2016.

The revolving credit facility is subject to certain financial covenants, including interest coverage and other financial ratios.

In addition, the interest rates under the revolving credit facility may vary depending on actual interest coverage ratios achieved.

| 2016 | | $ | 465,085 | |

| 2017 | | 485,753 | | |

| 2018 | | 422,480 | | |

| 2019 | | 343,645 | | |

| 2020 | | 265,830 | | |

| Thereafter | | 1,433,049 | | |

| | | 215,331 | | | | 219,490 | | |

| Prepaid expenses | | (584 | | ) | | (2,923 | | ) |

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: 30, 2016.][added: 28, 2017.]

Our internal control over financial reporting as of January [removed: 30, 2016] [added: 28, 2017] has also been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion as to the effectiveness of our internal control over financial reporting is stated in their report, dated March [removed: 29, 2016,] [added: 28, 2017,] 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: 2015] [added: 2016] 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: 18, 2016] [added: 17, 2017] (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.” Since our last Annual Report on Form 10-K, we have not made any material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors.

Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Company's Executive Chairman; Chief Executive Officer; Chief Operating Officer; Chief Merchandising Officer; Chief Development Officer; Executive Vice President, Finance and Legal; Chief Financial Officer; Group Vice President, Controller; Group Vice President, Finance and Treasurer; Vice President, Accounting and Assistant Controller; Vice President [removed: Finance;] [added: Finance (FP&A);] Vice President Tax; Assistant Treasurer; Investor and Media Relations personnel; and other positions that may be designated by the Company.

The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of January [removed: 30, 2016:][added: 28, 2017:]

3 Includes [removed: 6.0] [added: 5.6] million shares reserved for issuance under the Employee Stock Purchase Plan and [removed: 12.7] [added: 12.1] million shares reserved for issuance under the 2008 Equity Incentive Plan.

| approved by security holders | | 49 | | 2 | $8.19 | | | 17,737 | | 3 |

| Total | | 49 | | | $8.19 | | | 17,737 | | |

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

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

Consolidated Statements of Earnings for the years ended January [added: 28, 2017, January] 30, 2016, [added: and] January 31, [removed: 2015, and February 1, 2014.][added: 2015.]

Consolidated Statements of Comprehensive Income for the years ended January [added: 28, 2017, January] 30, 2016, [added: and] January 31, [removed: 2015, and February 1, 2014.][added: 2015.]

Consolidated Balance Sheets at January [removed: 30, 2016] [added: 28, 2017] and January [removed: 31, 2015.][added: 30, 2016.]

Consolidated Statements of Stockholders' Equity for the years ended January [added: 28, 2017, January] 30, 2016, [added: and] January 31, [removed: 2015, and February 1, 2014.][added: 2015.]

Consolidated Statements of Cash Flows for the years ended January [added: 28, 2017, January] 30, 2016, [added: and] January 31, [removed: 2015, and February 1, 2014.][added: 2015.]

| Date: | March [removed: 29, 2016] [added: 28, 2017] | | Barbara Rentler |

| /s/Barbara Rentler | | Chief Executive Officer, Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Michael J. Hartshorn | | Group Senior Vice President, Chief Financial Officer, | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Michael Balmuth | | Executive Chairman of the Board, Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/K. Gunnar Bjorklund | | Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Michael J. Bush | | Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Norman A. Ferber | | Chairman Emeritus of the Board, Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Sharon D. Garrett | | Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Stephen D. Milligan | | Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/G. Orban | | Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Michael O'Sullivan | | President and Chief Operating Officer, Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/Larry S. Peiros | | Director | | March [removed: 29, 2016] [added: 28, 2017] |

| /s/G. L. Quesnel | | Director | | March [removed: 29, 2016] [added: 28, 2017] |

| [removed: 3.2] [added: 10.17] | | [removed: Amended and Restated Bylaws] [added: Form] of [added: Indemnity Agreement between] Ross Stores, Inc. [removed: as amended, January 23, 2013,] [added: for Directors and Executive Officers,] incorporated by reference to Exhibit [removed: 3.3] [added: 10.26] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2013. |

| 4.2 | | 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 [added: Form] 8-K filed by Ross Stores on September 18, 2014. |

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

| 4.4 | | 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 [added: Form] 8-K filed by Ross Stores on September 18, 2014. |

| 10.1 | | Revolving Credit Agreement dated [removed: March 3, 2011,] [added: April 1, 2016 among Ross Stores, Inc. and various lenders,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, [removed: 2011.] [added: 2016.] |

| [removed: 10.2] [added: 10.29] | | [removed: Amendment No. 1 to Revolving Credit] [added: Employment] Agreement [removed: dated] [added: effective] June [removed: 27, 2012,] [added: 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 [removed: July 28,] [added: October 27,] 2012. |

| [removed: 10.3] [added: 10.18] | | [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 [removed: Stores] [added: Stores, Inc.] for its quarter ended [removed: August 2,] [added: May 3,] 2014. |

| [removed: 10.4] [added: 10.2] | | 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 8-K filed by Ross Stores on September 18, 2014. |

| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS [removed: 10.5] [added: 10.3] - [removed: 10.59)] [added: 10.38)] | | |

| 10.5 | | [removed: Third Amended and Restated] Ross [removed: Stores, Inc. 1992 Stock Option] [added: Stores Executive Dental] Plan, incorporated by reference to Exhibit [removed: 10.5] [added: 10.10] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January [removed: 29, 2000.] [added: 30, 1999.] |

| 10.6 | | [removed: Amendment to] Third Amended and Restated Ross Stores, Inc. [removed: 1992 Stock Option Plan,] [added: Non-Qualified Deferred Compensation Plan effective December 31, 2008,] incorporated by reference to Exhibit [removed: 10.4] [added: 10.7] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: August 4, 2001.] [added: April 30, 2011.] |

| [removed: 10.7] [added: 10.10] | | Ross Stores, Inc. [removed: 2000] [added: 2008] Equity Incentive [removed: Plan,] [added: Plan (as amended through May 21, 2014),] incorporated by reference to Exhibit [removed: 10.7] [added: 10.18] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January [removed: 29, 2000.] [added: 30, 2016.] |

| [removed: 10.8] [added: 10.3] | | Amended and Restated Ross Stores, Inc. Employee Stock Purchase [removed: Plan, Amended] [added: Plan (amended] and [removed: Restated] [added: restated] on March 11, [removed: 2015,] [added: 2015),] incorporated by reference to Exhibit 10.1 filed by Ross Stores, Inc. for its quarter ended August 1, 2015. |

| [removed: 10.9] [added: 10.4] | | [removed: Amended and Restated] 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: 10.31] | | [added: Second Amendment to Employment Agreement effective January 1, 2016 between Michael Balmuth and] Ross [removed: Stores Executive Medical Plan,] [added: Stores, Inc.,] incorporated by reference to Exhibit [removed: 10.9] [added: 10.49] to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, [removed: 1999.] [added: 2016.] |

| [removed: 10.11] [added: 10.19] | | [removed: Ross Stores] [added: Forms of] Executive [removed: Dental Plan,] [added: Employment Agreement for Executive Officers,] incorporated by reference to Exhibit [removed: 10.10] [added: 10.1] to the Form [removed: 10-K] [added: 10-Q] filed by Ross Stores, Inc. for its [removed: fiscal year] [added: quarter] ended [removed: January 30, 1999.] [added: May 2, 2015.] |

| [removed: 10.12] [added: 10.7] | | [removed: Third] [added: Second] Amended and Restated Ross Stores, Inc. [removed: Non-Qualified Deferred] [added: Incentive] Compensation Plan [added: (as amended] effective [removed: December 31, 2008,] [added: May 18, 2016),] incorporated by reference [removed: to] Exhibit [removed: 10.7] [added: 10.1] to the Form 10-Q filed by Ross Stores, Inc. [removed: for its quarter ended April] [added: on July] 30, [removed: 2011.] [added: 2016.] |

| [removed: 10.15] [added: 10.8] | | [removed: First] [added: Second] Amendment to the Ross Stores, Inc. 2004 Equity Incentive [removed: Plan,] [added: Plan] effective [removed: May 17, 2005,] [added: March 22, 2007,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.7] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: July 30, 2005.] [added: May 5, 2007.] |

| [removed: 10.16] [added: 10.37] | | [removed: Second Amendment to the Ross Stores, Inc. 2004 Equity Incentive Plan] [added: Executive Employment Agreement] effective March [removed: 22, 2007,] [added: 16, 2015 between Michael Hartshorn and Ross Stores, Inc.,] incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May [removed: 5, 2007.] [added: 2, 2015.] |

| [removed: 10.17] [added: 10.9] | | 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. |

| [removed: 10.19] [added: 10.11] | | Form of Nonemployee Director Equity Notice of Grant of Restricted Stock [added: Units] and Restricted Stock [added: Units] Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit [removed: 99.2] [added: 99.3] to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008. |

| [removed: 10.20] [added: 10.15] | | Form of [removed: Nonemployee Director Equity] Notice of Grant of [removed: Restricted Stock Units] [added: Performance Shares] and [removed: Restricted Stock Units] [added: Performance Share] Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit [removed: 99.3] [added: 10.2] to the Form [removed: 8-K] [added: 10-Q] filed by Ross Stores, Inc. [removed: on May 23, 2008.] [added: for its quarter ended July 30, 2011.] |

| 3.2 | | Amended and Restated Bylaws of Ross Stores, Inc. (as amended March 8, 2017). |

| | | |

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

| 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. |

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

| 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. |

| 10.39 | | Third Amendment to Retirement Benefit Package Agreement effective January 1, 2016 between Norman A. Ferber and Ross Stores, Inc. |

| 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. |

| 10.58 | | 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. |

| 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. |