Stockholders' Equity

12 Months Ended

Feb. 02, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity

Common stock.The Company repurchased 7.5 million, 11.3 million, and 13.5 million shares of common stock for aggregate purchase prices of approximately $450 million, $450 million, and $375 million in fiscal 2012, 2011, and 2010, respectively. In January 2013, the Company’s Board of Directors approved a two-year $1.1 billion stock repurchase program for fiscal 2013 and 2014.

The following table summarizes the Company’s stock repurchase activity in fiscal 2012, 2011, and 2010:

Fiscal Year	Shares repurchased (in millions)	Average repurchase price	Repurchased (in millions)
2012	7.5	$60.34	$450.0
2011	11.3	$39.95	$450.0
2010	13.5	$27.86	$375.0

Preferred stock.The Company has four million shares of preferred stock authorized, with a par value of $.01 per share. No preferred stock is issued or outstanding.

Dividends.In January 2013, the Company’s Board of Directors declared a quarterly cash dividend of $0.17 per common share, payable on March 29, 2013. The Company’s Board of Directors declared cash dividends of $0.14 per common share in January, May, August, and November 2012, cash dividends of $0.11 per common share in January, May, August, and November 2011, and cash dividends of $0.08 per common share in January, May, August, and November 2010.

2008 Equity Incentive Plan.In 2008, the Company’s stockholders approved the adoption of the Ross Stores, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) with an initial share reserve of 16.5 million shares of the Company’s common stock, of which 12.0 million shares can be issued as full value awards. The 2008 Plan provides for various types of incentive awards, which may potentially include the grant of stock options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units, and deferred compensation awards. As of February 2, 2013, there were 7.2 million shares that remained available for grant under the 2008 Plan.

A summary of the stock option activity for fiscal 2012 is presented below.

(000, except per share data)	Number of shares		Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding at January 28, 2012	2,418		$	13.24
Granted	—		—
Exercised	(703	)	11.90
Forfeited	—		—
Outstanding at February 2, 2013, all vested	1,715		$	13.79	2.11	$	78,277

The following table summarizes information about the weighted average remaining contractual life (in years) and the weighted average exercise prices for stock options both outstanding and exercisable as of February 2, 2013 (number of shares in thousands):

					Options outstanding and exercisable
Exercise price range					Number of shares	Remaining life	Exercise price
$	8.45	to	$	13.77	471	1.57	$	12.12
13.81		to	14.31		570	2.52	14.04
14.33		to	14.71		529	1.80	14.51
14.80		to	16.43		145	3.33	15.57
$	8.45	to	$	16.43	1,715	2.11	$	13.79

A summary of the restricted stock activity for fiscal 2012 is presented below:

(000, except per share data)	Number of shares		Weighted average grant date fair value
Unvested at January 28, 2012	5,353		$	23.23
Awarded	954		50.24
Released	(1,700	)	20.19
Forfeited	(47	)	29.93
Unvested at February 2, 2013	4,560		$	29.96

The market value of shares of restricted stock and of the stock underlying restricted stock units at the date of grant is amortized to expense ratably over the vesting period of generally three to five years. The unamortized compensation expense at February 2, 2013 and January 28, 2012 was $75.8 million and $67.5 million, respectively, which is expected to be recognized over a weighted average remaining period of 1.8 years. Intrinsic value for restricted stock, defined as the closing market value on the last business day of fiscal year 2012 (or $59.43), was $271.0 million. A total of 7,202,000, 7,811,000, and 8,770,000 shares were available for new restricted stock awards at the end of fiscal 2012, 2011, and 2010, respectively. During fiscal 2012, 2011, and 2010, shares purchased by the Company for tax withholding totaled 505,000, 442,000, and 350,000 shares, respectively, and are considered treasury shares which are available for reissuance. As of February 2, 2013 and January 28, 2012, the Company held 3,858,000 and 3,354,000 shares of treasury stock, respectively.

Performance share awards.The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock or restricted stock units on a specified settlement date based on the Company’s attainment of a profitability-based performance goal during the performance period, which is the Company’s fiscal year. If attained, the restricted stock or units then vest over a service period, generally two to three years from the date the performance award was granted. The release of shares related to restricted stock units earned are deferred generally for one year from the date earned. The Company issued approximately 280,000, 467,000, and 656,000 shares in settlement of the fiscal 2012, 2011, and 2010 awards.

Employee Stock Purchase Plan.Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% or $21,250 of their annual base earnings withheld to purchase the Company’s common stock. The purchase price of the stock is 85% of the closing market price on the date of purchase. Purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

During fiscal 2012, 2011, and 2010, employees purchased approximately 211,000, 243,000, and 292,000 shares, respectively, of the Company’s common stock under the plan at weighted average per share prices of $50.67, $34.24, and $23.74, respectively. Through February 2, 2013, approximately 18,934,000 shares had been issued under this plan and 1,066,000 shares remained available for future issuance.