UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

 	 	(Mark one)	
X	   	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the fiscal year ended February 2, 2013	
 	 	or	
 	 	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the transition period from ________ to ________	
Commission file number 0-14678
Ross Stores, Inc.
(Exact name of registrant as specified in its charter)

Delaware	    	94-1390387	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
 	
4440 Rosewood Drive, Pleasanton, California	 	94588-3050	
(Address of principal executive offices)	 	(Zip Code)	
 	
Registrant's telephone number, including area code	 	(925) 965-4400	
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	     	Name of each exchange on which registered	
Common stock, par value $.01	 	Nasdaq Global Select Market	
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   X    No       
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes        No     X   
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     X     No           
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     X     No         
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.         
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer     X     Accelerated filer           Non-accelerated filer           Smaller reporting company         
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes         No    X   
The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of July 28, 2012 was $14,631,276,037, based on the closing price on that date as reported by the NASDAQ Global Select Market®. Shares of voting stock held by each director and executive officer have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

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The number of shares of Common Stock, with $.01 par value, outstanding on March 14, 2013 was 220,018,890.
Documents incorporated by reference:
Portions of the Proxy Statement for the Registrant's 2013 Annual Meeting of Stockholders, which will be filed on or before June 3, 2013, are incorporated herein by reference into Part III.

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PART I
ITEM 1. BUSINESS
Ross Stores, Inc. and its subsidiaries (“we” or the “Company”) operate two brands of off-price retail apparel and home fashion stores--Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS®.
Ross is the largest off-price apparel and home fashion chain in the United States, with 1,091 locations in 33 states, the District of Columbia and Guam, as of February 2, 2013. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family at everyday savings of 20% to 60% off department and specialty store regular prices. Ross target customers are primarily from middle income households.
We also operate 108 dd’s DISCOUNTS® stores in eight states as of February 2, 2013. dd's DISCOUNTS features more moderately-priced first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at everyday savings of 20% to 70% off moderate department and discount store regular prices. The typical dd’s DISCOUNTS store is located in an established shopping center in a densely populated urban or suburban neighborhood and its target customers typically come from households with more moderate incomes than Ross customers.
The merchant, store, and distribution organizations for Ross and dd’s DISCOUNTS are separate and distinct. The two chains share certain other corporate and support services.
Both our Ross and dd's DISCOUNTS brands target value-conscious women and men between the ages of 18 and 54. The decisions we make, from merchandising, purchasing, and pricing, to the locations of our stores, are based on these customer profiles. We believe that both brands derive a competitive advantage by offering a wide assortment of product within each of our merchandise categories in organized and easy-to-shop store environments.
Our mission is to offer competitive values to our target customers by focusing on the following key strategic objectives:
• Maintain an appropriate level of recognizable brands, labels, and fashions at strong discounts throughout the store.
• Meet customer needs on a local basis.
• Deliver an in-store shopping experience that reflects the expectations of the off-price customer.
• Manage real estate growth to compete effectively across all our markets.
We refer to our fiscal years ended February 2, 2013, January 28, 2012, and January 29, 2011 as fiscal 2012, fiscal 2011, and fiscal 2010, respectively. Fiscal 2012 was a 53-week year. Fiscal 2011 and 2010 were each 52-week years.

Merchandising, Purchasing, and Pricing
We seek to provide our customers with a wide assortment of first-quality, in-season, brand name and designer apparel, accessories, footwear, and home merchandise for the entire family at everyday savings of 20% to 60% below department and specialty store regular prices at Ross, and 20% to 70% below moderate department and discount store regular prices at dd’s DISCOUNTS. We sell recognizable brand name merchandise that is current and fashionable in each category. New merchandise typically is received from three to six times per week at both Ross and dd’s DISCOUNTS stores. Our buyers review their merchandise assortments on a weekly basis, enabling them to respond to selling trends and purchasing opportunities in the market. Our merchandising strategy is reflected in our advertising, which emphasizes a strong value message. Our stores offer a treasure-hunt shopping experience where customers can find great savings every day on a broad assortment of brand name bargains for the family and the home.

Merchandising. Our merchandising strategy incorporates a combination of off-price buying techniques to purchase advance-of-season, in-season, and past-season merchandise for both Ross and dd’s DISCOUNTS. We believe nationally recognized name brands sold at compelling discounts will continue to be an important determinant of our success. We generally leave the brand name label on the merchandise we sell.
We have established merchandise assortments that we believe are attractive to our target customers. Although we offer fewer classifications of merchandise than most department stores, we generally offer a large selection within each classification with a wide assortment of vendors, labels, prices, colors, styles, and fabrics within each size or item. The mix of comparable store sales by department in fiscal 2012 was approximately as follows: Ladies 29%,

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Home Accents and Bed and Bath 24%, Accessories, Lingerie, Fine Jewelry, and Fragrances 13%, Shoes 13%, Men's 13%, and Children's 8%. Our merchandise offerings also include, but are not limited to, small furniture and furniture accents, educational toys and games, luggage, gourmet food and cookware, watches, and sporting goods.
Purchasing. We have a combined network of approximately 7,900 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 purchase the vast majority of our merchandise directly from manufacturers, and we have not experienced any difficulty in obtaining sufficient merchandise inventory.
We believe that our ability to effectively execute certain off-price buying strategies is a key factor in our success. Our buyers use a number of methods that enable us to offer our customers brand name and designer merchandise at strong everyday discounts relative to department and specialty stores for Ross and moderate department and discount stores for dd’s DISCOUNTS. By purchasing later in the merchandise buying cycle than department, specialty, and discount stores, we are able to take advantage of imbalances between retailers’ demand for products and manufacturers’ supply of those products.
Unlike most department and specialty stores, we typically do not require that manufacturers provide promotional allowances, co-op advertising allowances, return privileges, split shipments, drop shipments to stores, or delayed deliveries of merchandise. For most orders, only one delivery is made to one of our four distribution centers. These flexible requirements further enable our buyers to obtain significant discounts on in-season purchases.
The majority of the apparel and apparel-related merchandise that we offer in all of our stores is acquired through opportunistic purchases created by manufacturer overruns and canceled orders both during and at the end of a season. These buys are referred to as "close-out" and "packaway" purchases. Close-outs can be shipped to stores in-season, allowing us to get in-season goods into our stores at lower prices. Packaway merchandise is purchased with the intent that it will be stored in our warehouses until a later date, which may even be the beginning of the same selling season in the following year. Packaway purchases are an effective method of increasing the percentage of prestige and national brands at competitive savings within our merchandise assortments. Packaway merchandise is mainly fashion basics and, therefore, not usually affected by shifts in fashion trends.
In fiscal 2012, we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace. Packaway accounted for approximately 47% and 49% of total inventories as of February 2, 2013 and January 28, 2012 and reflects our merchants’ continued ability to take advantage of a large amount of close-out opportunities in the marketplace. We believe the strong discounts we are able to offer on packaway merchandise are one of the key drivers of our business results.
Our primary buying offices are located in New York City and Los Angeles, the nation's two largest apparel markets. These strategic locations allow our buyers to be in the market on a daily basis, sourcing opportunities and negotiating purchases with vendors and manufacturers. These locations also enable our buyers to strengthen vendor relationships–-a key element to the success of our off-price buying strategies.
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. At the end of fiscal 2012, we had approximately 600 merchants for Ross and dd’s DISCOUNTS combined. The Ross and dd’s DISCOUNTS buying organizations are separate and distinct, and each includes merchandise management, buyers, and assistant buyers. Ross and dd’s DISCOUNTS buyers have on average 9 years of experience, including merchandising positions with other retailers such as Bloomingdale's, Burlington Coat Factory, Foot Locker, Kohl’s, Loehmann’s, Lord & Taylor, Macy's, Marshalls, Nordstrom, Saks, and T.J. Maxx. We expect to continue to make additional targeted investments in new merchants to further develop our relationships with an expanding number of manufacturers and vendors. Our ongoing objective is to strengthen our ability to procure the most desirable brands and fashions at competitive discounts.
The off-price buying strategies utilized by our experienced team of merchants enable us to purchase Ross merchandise at net prices that are lower than prices paid by department and specialty stores, and to purchase dd’s DISCOUNTS merchandise at net prices that are lower than prices paid by moderate department and discount stores.

Pricing. Our policy is to sell brand name merchandise at Ross that is priced 20% to 60% below most department and specialty store regular prices. At dd’s DISCOUNTS, we sell more moderate brand name product and fashions that are priced 20% to 70% below most moderate department and discount store regular prices. Our pricing policy is reflected on the price tag displaying our selling price as well as the comparable selling price for that item in department

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and specialty stores for Ross merchandise, or in more moderate department and discount stores for dd’s DISCOUNTS merchandise.
Our pricing strategy at Ross differs from that of a department or specialty store. We purchase our merchandise at lower prices and mark it up less than a department or specialty store. This strategy enables us to offer customers consistently low prices and compelling value. On a weekly basis our buyers review specified departments in our stores for possible markdowns based on the rate of sale as well as at the end of fashion seasons to promote faster turnover of merchandise inventory and to accelerate the flow of fresh product. A similar pricing strategy is in place at dd’s DISCOUNTS where prices are compared to those in moderate department and discount stores.

Stores
As of February 2, 2013, we operated a total of 1,199 stores comprised of 1,091 Ross stores and 108 dd’s DISCOUNTS stores. Our stores are located predominantly in community and neighborhood shopping centers in heavily populated urban and suburban areas. Where the size of the market and real estate opportunities permit, we cluster Ross stores to benefit from economies of scale in advertising, distribution, and field management. We do the same for dd’s DISCOUNTS stores.
We believe a key element of our success is our organized, attractive, easy-to-shop, in-store environments at both Ross and dd’s DISCOUNTS, which allow customers to shop at their own pace. While our stores promote a self-service, treasure hunt shopping experience, the layouts are designed to enhance customer convenience in their merchandise presentation, dressing rooms, checkout, and merchandise return areas. Our store's sales area is based on a prototype single floor design with a racetrack aisle layout. A customer can locate desired departments by signs displayed just below the ceiling of each department. We enable our customers to select among sizes and prices through prominent category and sizing markers. At most stores, shopping carts and / or baskets are available at the entrance for customer convenience. Cash registers are primarily located at store exits for customer ease and efficient staffing.
We use point-of-sale (“POS”) hardware and software systems in all stores, which minimizes transaction time for the customer at the checkout counter by electronically scanning each ticket at the point of sale and authorizing personal checks, debit, credit, and stored-value cards in a matter of seconds. For Ross and dd’s DISCOUNTS combined, approximately 61% and 60% of payments in fiscal 2012 and fiscal 2011, respectively, were made with credit cards and debit cards. We provide cash, credit card, and debit card refunds on all merchandise (not used, worn, or altered) returned with a receipt within 30 days. Merchandise returns having a receipt older than 30 days are exchanged or refunded with store credit.

Operating Costs
Consistent with the other aspects of our business strategy, we strive to keep operating costs as low as possible. Among the factors which have enabled us to do this are: labor costs that are generally lower than full-price department and specialty stores due to a store design that creates a self-service retail format and due to the utilization of labor saving technologies; economies of scale with respect to general and administrative costs resulting from centralized merchandising, marketing, and purchasing decisions; and flexible store layout criteria which facilitate conversion of existing buildings to our formats.

Information Systems
We continue to invest in new information systems and technology to provide a platform for growth over the next several years. Recent initiatives include enhancements to our Merchandise Planning, Core Merchandising, and Allocation Management systems. These initiatives support our expansion in new markets and our assortment execution and plan achievement, while also supporting future growth. In addition, we made improvements to our networks and our point-of-sale systems to increase reliability and speed, upgraded our store wireless network, and commenced development of our new data center.

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Distribution
We have four distribution processing facilities–-two in California, one in Pennsylvania, and one in South Carolina. We ship all of our merchandise to our stores through these distribution centers, which are large, highly automated, and built to suit our specific off-price business model. Over the next two years, we plan to invest in two new distribution centers and purchase one of our existing distribution facilities at the expiration of its lease in 2013.
In addition, we own two and lease three other warehouse facilities for packaway storage. We use other third-party facilities as needed for storage of packaway inventory.
We also utilize third-party cross docks to distribute merchandise to stores on a regional basis. Shipments are made by contract carriers to the stores from three to six times per week depending on location.
We believe that our distribution centers with their current expansion capabilities will provide adequate processing capacity to support our current store growth. Information on the size and locations of our distribution centers and warehouse facilities is found under “Properties” in Item 2.

Advertising
Advertising for Ross Dress for Less relies primarily on television to communicate the Ross value proposition–-everyday savings off the same brands carried at leading department stores. This strategy reflects our belief that television is the most efficient and cost effective medium for communicating our brand position. We continue to utilize additional channels to build awareness. Advertising for dd’s DISCOUNTS is primarily focused on new store grand openings and local grass roots initiatives.

Trademarks
The trademarks for Ross Dress For Less® and dd’s DISCOUNTS® have been registered with the United States Patent and Trademark Office.

Employees
As of February 2, 2013, we had approximately 57,500 total employees, including an estimated 41,500 part-time employees. Additionally, we hire temporary employees especially during the peak seasons. Our employees are non-union. Management considers the relationship between the Company and our employees to be good.

Competition
We believe the principal competitive factors in the off-price retail apparel and home fashion industry are offering significant discounts on brand name merchandise, offering a well-balanced assortment that appeals to our target customers, and consistently providing store environments that are convenient and easy to shop. To execute this concept, we continue to make strategic investments in our buying organization. We also continue to make improvements to our core merchandising system to strengthen our ability to plan, buy, and allocate product based on more local versus regional trends. We believe that we are well positioned to compete on the basis of each of these factors.
Nevertheless, the retail apparel market is highly fragmented and competitive. We face a challenging macro-economic and retail environment that creates intense competition for business from department stores, specialty stores, discount stores, warehouse stores, other off-price retailers, and manufacturer-owned outlet stores, many of which are units of large national or regional chains that have substantially greater resources. We also compete to some degree with retailers that sell apparel and home fashions through catalogs or over the internet. The retail apparel and home-related businesses may become even more competitive in the future.

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Available Information
The internet address for our corporate website is www.rossstores.com. Our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements, and amendments to those reports are made available free of charge on or through the Investors section of our corporate website promptly after being electronically filed with the Securities and Exchange Commission. The information found on our corporate website is not part of this, or any other report or regulatory filing we file with or furnish to the Securities and Exchange Commission.

ITEM 1A. RISK FACTORS

Our Annual Report on Form 10-K for fiscal 2012, and information we provide in our Annual Report to Stockholders, press releases, telephonic reports, and other investor communications, including those on our corporate website, may contain forward-looking statements with respect to anticipated future events and our projected 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. Refer to Management’s Discussion and Analysis for a more complete identification and discussion of “Forward-Looking Statements.”
Our financial condition, results of operations, cash flows, and the performance of our common stock may be adversely affected by a number of risk factors. Risks and uncertainties that apply to both Ross and dd's DISCOUNTS include, without limitation, the following:
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:
 	 	
•	An increase in the level of competitive pressures in the apparel or home-related merchandise retailing industry.	
 	 	
•	Changes in the level of consumer spending on or preferences for apparel or home-related merchandise.	
 	 	
•	The impacts from the macro-economic environment and financial and credit markets that affect consumer disposable income and consumer confidence, including but not limited to interest rates, recession, inflation, deflation, energy costs, tax rates and policy, unemployment trends, and fluctuating commodity costs.	
 	 	
•	Changes in geopolitical and geoeconomic conditions. 	
 	 	
•	Unseasonable weather trends that could affect consumer demand for seasonal apparel and apparel-related products.	
 	 	
•	Changes in the availability, quantity, or quality of attractive brand name merchandise at desirable discounts that could impact our ability to purchase product and continue to offer customers a wide assortment of merchandise at competitive prices.  	
 	 	
•	Potential disruptions in the supply chain or in information systems that could impact our ability to deliver product to our stores in a timely and cost-effective manner.  	
 	 	
•	A change in the availability, quality, or cost of new store real estate locations.  	
 	 	
•	A downturn in the economy or a natural disaster in California or in another region where we have a concentration of stores or a distribution center. Our corporate headquarters, Los Angeles buying office, two distribution centers, one warehouse, and 25% of our stores are located in California.	
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:
 	 	
•	Attract and retain personnel with the retail talent necessary to execute our strategies. 	
 	 	
•	Effectively operate and continually upgrade our various supply chain, store, core merchandising, and other information systems. 	
 	 	
•	Improve our merchandising and transaction processing capabilities through implementation of new processes and systems enhancements. 	

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•	Manage our planned data center and headquarters moves without disruption or unanticipated cost.	
 	 	
•	Improve new store sales and profitability, especially in newer regions and markets. 	
 	 	
•	Add capacity to our existing distribution centers, find new distribution center sites, and build out planned additional distribution centers timely and cost effectively.	
 	 	
•	Achieve and maintain targeted levels of productivity and efficiency in our existing and future new distribution centers.  	
 	 	
•	Lease or acquire acceptable new store sites with favorable demographics and long-term financial returns. 	
 	 	
•	Identify and successfully enter new geographic markets. 	
 	 	
•	Achieve planned gross margins by effectively managing inventories, markdowns, and inventory shortage.	
 	 	
•	Effectively manage all operating costs of the business, the largest of which are payroll and benefit costs for store and distribution center employees.	

ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.

ITEM 2. PROPERTIES
At February 2, 2013, we operated a total of 1,199 stores, of which 1,091 were Ross locations in 33 states, the District of Columbia and Guam, and 108 were dd’s DISCOUNTS stores in eight states. All stores are leased, with the exception of three locations which we own.
During fiscal 2012, we opened 62 new Ross stores and closed eight existing stores. The average approximate Ross store size is 29,300 square feet.
During fiscal 2012, we opened 20 new dd’s DISCOUNTS stores. The average approximate dd’s DISCOUNTS store size is 23,800 square feet.
During fiscal 2012, no one store accounted for more than 1% of our sales.
We carry earthquake insurance to help mitigate the risk of financial loss due to an earthquake.
Our real estate strategy in 2013 is to open stores in states where we currently operate to increase our market penetration and to reduce overhead and advertising expenses as a percentage of sales in each market. We also expect to continue our new store expansion in new markets in 2013. Important considerations in evaluating a new store location in both new and existing markets are the availability and quality of potential sites, demographic characteristics, competition, and population density of the local trade area. In addition, we continue to consider opportunistic real estate acquisitions.

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The following table summarizes the locations of our stores by state/territory as of February 2, 2013 and January 28, 2012.

State/Territory	 	February 2, 2013	
 	 	January 28, 2012	
 	
Alabama	 	20	 	18	
Arizona	 	64	 	59	
Arkansas	 	4	 	2	
California	 	304	 	290	
Colorado	 	29	 	29	
Delaware	 	1	 	1	
District of Columbia	 	1	 	1	
Florida	 	145	 	138	
Georgia	 	48	 	46	
Guam	 	1	 	1	
Hawaii	 	13	 	13	
Idaho	 	10	 	9	
Illinois	 	23	 	12	
Indiana	 	1	
 	 	—	
 	
Kansas	 	2	
 	 	—	
 	
Kentucky	 	2	
 	 	—	
 	
Louisiana	 	12	 	12	
Maryland	 	20	 	19	
Mississippi	 	5	 	5	
Missouri	 	8	 	—	
 	
Montana	 	6	 	6	
Nevada	 	28	 	26	
New Jersey	 	11	 	10	
New Mexico	 	8	 	8	
North Carolina	 	34	 	33	
Oklahoma	 	19	 	19	
Oregon	 	26	 	26	
Pennsylvania	 	40	 	37	
South Carolina	 	20	 	20	
Tennessee	 	26	 	25	
Texas	 	180	 	173	
Utah	 	15	 	15	
Virginia	 	33	 	33	
Washington	 	38	 	37	
Wyoming	 	2	 	2	
Total	 	1,199	
 	 	1,125	

Where possible, we obtain sites in buildings requiring minimal alterations, allowing us to establish stores in new locations in a relatively short period of time at reasonable costs in a given market. At February 2, 2013, the majority of our stores had unexpired original lease terms ranging from three to ten years with three to four renewal options of five years each. The average unexpired original lease term of our leased stores is five years or 21 years if renewal options are included. See Note E of Notes to Consolidated Financial Statements.
See additional discussion under “Stores” in Item 1.

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The following table summarizes the location and approximate sizes of our occupied distribution centers, warehouses, and office locations as of February 2, 2013. Square footage information for the distribution centers and warehouses represents total ground floor area of the facility. Square footage information for office space represents total space occupied. See additional discussion in Management’s Discussion and Analysis.

 	 	 	 	 	
Location	 	Approximate Square Footage	 	Own / Lease	
Distribution centers	 	 	 	 	
Carlisle, Pennsylvania	 	425,000	 	Own	
Fort Mill, South Carolina	 	1,300,000	 	Own	
Moreno Valley, California	 	1,300,000	 	Own	
Perris, California	 	1,300,000	 	Lease	
 	 	 	 	 	
Warehouses	 	 	 	 	
Carlisle, Pennsylvania	 	239,000	 	Lease	
Carlisle, Pennsylvania	 	246,000	 	Lease	
Fort Mill, South Carolina	 	423,000	 	Own	
Fort Mill, South Carolina	 	255,000	 	Lease	
Riverside, California	 	449,000	 	Own	
 	 	 	 	 	
Office space	 	 	 	 	
Los Angeles, California	 	52,000	 	Lease	
New York City, New York	 	265,000	 	Lease	
Pleasanton, California	 	192,000	 	Lease	
 	 	 	 	 	
In 2011, we purchased land and buildings in Dublin, California. We are currently in the process of preparing this property for our new corporate headquarters with an estimated occupancy of late 2013 and early 2014.
In 2008, we purchased land in Rock Hill, South Carolina. We are currently in the process of preparing this property for a data center and distribution center site with an estimated occupancy of 2013 and 2014, respectively.
See additional discussion under “Distribution” in Item 1.

ITEM 3. LEGAL PROCEEDINGS
Like many California retailers, we have been named in class action lawsuits alleging violation of wage and hour and other employment laws. Class action litigation remains pending as of February 2, 2013.
We are also party to various other legal and regulatory proceedings arising in the normal course of business. Actions filed against us 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 state or federal laws. Actions against us are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties.
We believe that the resolution of our pending class action litigation and other currently pending legal proceedings will not have a material adverse effect on our financial condition, results of operations, or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

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Executive Officers of the Registrant
The following sets forth the names and ages of our executive officers, indicating each person's principal occupation or employment during at least the past five years. The term of office is at the discretion of our Board of Directors.

Name	 	Age	
 	 	Position	
Michael Balmuth	 	62	
 	 	Vice Chairman and Chief Executive Officer	
Douglas Baker	 	54	
 	 	President and Chief Merchandising Officer, dd’s DISCOUNTS	
James S. Fassio	 	58	
 	 	President and Chief Development Officer	
Michael O’Sullivan	 	49	
 	 	President and Chief Operating Officer	
Barbara Rentler	 	55	
 	 	President and Chief Merchandising Officer, Ross Dress for Less	
Lisa Panattoni	 	50	
 	 	Group Executive Vice President, Merchandising	
John G. Call	 	54	
 	 	Group Senior Vice President, Chief Financial Officer and Corporate Secretary	

Mr. Balmuth joined the Board of Directors as Vice Chairman and became Chief Executive Officer in September 1996. From February 2005 to December 2009, he also served as President. He was Executive Vice President, Merchandising from July 1993 to September 1996 and Senior Vice President and General Merchandise Manager from November 1989 to July 1993. Before joining Ross, he was Senior Vice President and General Merchandising Manager at Bon Marché in Seattle from September 1988 to November 1989. From April 1986 to September 1988, he served as Executive Vice President and General Merchandising Manager for Karen Austin Petites.
Mr. Baker has served as President and Chief Merchandising Officer, dd’s DISCOUNTS, since March 2011. He was Executive Vice President, Merchandising dd’s DISCOUNTS from June 2009 to March 2011 and Senior Vice President and General Merchandise Manager of dd's DISCOUNTS from December 2006 to June 2009. Mr. Baker joined Ross in November 1995 as Vice President and Divisional Merchandise Manager. Prior to joining Ross, he worked for Value City Department Stores from 1984 to 1995. His previous retail experience also includes Marshall's and Hills Department Stores.
Mr. Fassio became President and Chief Development Officer in December 2009. Prior to this, he was Executive Vice President, Property Development, Construction and Store Design from February 2005 to December 2009. From March 1991 to February 2005, he served as Senior Vice President, Property Development, Construction and Store Design. He joined the Company in June 1988 as Vice President of Real Estate. Prior to joining Ross, Mr. Fassio held various retail and real estate positions with Safeway Stores, Inc.
Mr. O’Sullivan became President and Chief Operating Officer in December 2009. From February 2005 to December 2009, he served as Executive Vice President and Chief Administrative Officer, after joining Ross in September 2003 as Senior Vice President, Strategic Planning and Marketing. From 1991 to 2003, Mr. O’Sullivan was with Bain & Company, most recently as a partner, providing consulting advice to retail, consumer goods, financial services and private equity clients.
Ms. Rentler has served as President and Chief Merchandising Officer, Ross Dress for Less, since December 2009, with responsibility for all merchandising categories at Ross. From December 2006 to December 2009, she was Executive Vice President, Merchandising, with responsibility for all Ross Apparel and Apparel-related products. She also served as Executive Vice President and Chief Merchandising Officer of dd’s DISCOUNTS from February 2005 to December 2006, Senior Vice President and Chief Merchandising Officer of dd's DISCOUNTS from January 2004 to February 2005 and Senior Vice President and General Merchandise Manager at Ross Dress for Less from February 2001 to January 2004. Prior to that, she held various merchandising positions since joining the Company in February 1986.
Ms. Panattoni was named Group Executive Vice President, Merchandising for Ross Home and Men’s in December 2009. She joined the Company in January 2005 as Senior Vice President and General Merchandise Manager of Ross Home and was promoted to Executive Vice President in October 2005. Prior to joining Ross, Ms. Panattoni was with The TJX Companies, where she served as Senior Vice President of Merchandising and Marketing for HomeGoods from 1998 to 2004 and as Divisional Merchandise Manager of the Marmaxx Home Store from 1994 to 1998.
Mr. Call became Group Senior Vice President and Chief Financial Officer in February 2012 and Corporate Secretary in November 2012. From June 1997 to January 2012, he was Senior Vice President and Chief Financial Officer. He also served as Corporate Secretary from June 1997 to February 2009. Mr. Call was Senior Vice President, Chief

11

Financial Officer, Secretary and Treasurer of Friedman’s from June 1993 until February 1997. For five years prior to joining Friedman’s, Mr. Call held various positions with Ernst & Young LLP.

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
General information.See the information set forth under the caption "Quarterly Financial Data (Unaudited)" under Note K of Notes to Consolidated Financial Statements in Item 8 of this Annual Report, which is incorporated herein by reference. Our stock is traded on The NASDAQ Global Select Market ®  under the symbol ROST. There were 832 stockholders of record as of March 14, 2013 and the closing stock price on that date was $55.87 per share.
Cash dividends.In January 2013, our Board of Directors declared a quarterly cash dividend of $0.17 per common share, payable on March 29, 2013. Our 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.
Issuer purchases of equity securities.Information regarding shares of common stock we repurchased during the fourth quarter of fiscal 2012 is as follows:

 	Period	 	Total number
of shares
(or units) purchased ¹	
 	 	Average price
paid per share (or unit)	 	Total number
of shares
(or units)
purchased as
part of publicly
announced
plans or programs	
 	 	Maximum
number (or
approximate
dollar value) of
shares (or units)
that may yet be
purchased under
the plans or programs ($000)	
 	 	
 	November	 	 	 	 	 	 	 	 	 	
 	(10/28/2012 - 11/24/2012)	 	358,186	
 	 	$56.15	 	358,186	
 	 	$95,500	 	
 	December	 	 	 	 	 	 	 	 	 	
 	(11/25/2012 - 12/29/2012)	 	879,292	
 	 	$54.39	 	878,289	
 	 	$47,800	 	
 	January	 	 	 	 	 	 	 	 	 	
 	(12/30/2012 - 02/02/2013)	 	827,671	
 	 	$58.51	 	816,163	
 	 	—	
 	 	
 	Total	 	2,065,149	
 	 	$56.35	 	2,052,638	
 	 	$1,100,000	²	

 	 	
1	We acquired 12,511 shares of treasury stock during the quarter ended February 2, 2013. Treasury stock includes shares purchased from employees for tax withholding purposes related to vesting of restricted stock grants. All remaining shares were repurchased under our publicly announced stock repurchase program.	
2	In January 2013, our Board of Directors approved a two-year $1.1 billion stock repurchase program for fiscal 2013 and 2014.	

See Note H of Notes to Consolidated Financial Statements for equity compensation plan information. The information under Item 12 of this Annual Report on Form 10-K under the caption “Equity compensation plan information” is incorporated herein by reference.
Stockholder Return Performance Graph
The following information in this Item 5 shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Total stockholder returns for our common stock outperformed the Standard & Poor’s (“S&P”) 500 Index and the S&P Retailing Group over the last five years as set forth in the graph below. The cumulative total return listed below assumed an initial investment of $100 and reinvestment of dividends at each fiscal year 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. These measurement dates are based on the historical month-end data available and may vary slightly from our actual fiscal year-end date

12

for each period. Data with respect to returns for the S&P indexes is not readily available for periods shorter than one month. The graph is a historical representation of past performance only and is not necessarily indicative of future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Ross Stores, Inc., the S&P 500 Index, and S&P Retailing Group

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Indexed Returns for Years Ended	
 	 	Base Period	
 	 	 	 	 	 	 	 	 	 	 	
Company / Index	 	2008	
 	 	2009	
 	 	2010	
 	 	2011	
 	 	2012	
 	 	2013	
 	
Ross Stores, Inc.	 	100	
 	 	100	
 	 	157	
 	 	227	
 	 	358	
 	 	420	
 	
S&P 500 Index	 	100	
 	 	61	
 	 	82	
 	 	100	
 	 	104	
 	 	122	
 	
S&P Retailing Group	 	100	
 	 	65	
 	 	103	
 	 	134	
 	 	155	
 	 	197	

13

ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data is derived from our consolidated financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the section “Forward-Looking Statements” in this Annual Report on Form 10-K and our consolidated financial statements and notes thereto.

($000, except per share data)	2012¹	 	2011	 	2010	 	2009	 	2008	
 	 	 	 	 	 	 	 	 	 	
Operations	 	 	 	 	 	 	 	 	 	
Sales	$	9,721,065	
 	 	$	8,608,291	
 	 	$	7,866,100	
 	 	$	7,184,213	
 	 	$	6,486,139	
 	
Cost of goods sold	7,011,428	
 	 	6,240,760	
 	 	5,729,735	
 	 	5,327,278	
 	 	4,956,576	
 	
Percent of sales	72.1	%	 	72.5	%	 	72.8	%	 	74.2	%	 	76.4	%	
Selling, general and administrative	1,437,886	
 	 	1,304,065	
 	 	1,229,775	
 	 	1,130,813	
 	 	1,034,357	
 	
Percent of sales	14.8	%	 	15.2	%	 	15.6	%	 	15.7	%	 	16.0	%	
Interest expense (income), net	6,907	
 	 	10,322	
 	 	9,569	
 	 	7,593	
 	 	(157	)	
Earnings before taxes	1,264,844	
 	 	1,053,144	
 	 	897,021	
 	 	718,529	
 	 	495,363	
 	
Percent of sales	13.0	%	 	12.2	%	 	11.4	%	 	10.0	%	 	7.6	%	
Provision for taxes on earnings	478,081	
 	 	395,974	
 	 	342,224	
 	 	275,772	
 	 	189,922	
 	
Net earnings	786,763	
 	 	657,170	
 	 	554,797	
 	 	442,757	
 	 	305,441	
 	
Percent of sales	8.1	%	 	7.6	%	 	7.1	%	 	6.2	%	 	4.7	%	
Basic earnings per share²	$	3.59	
 	 	$	2.91	
 	 	$	2.35	
 	 	$	1.80	
 	 	$	1.18	
 	
Diluted earnings per share²	$	3.53	
 	 	$	2.86	
 	 	$	2.31	
 	 	$	1.77	
 	 	$	1.16	

Cash dividends declared	

per common share²	$	0.590	
 	 	$	0.470	
 	 	$	0.350	
 	 	$	0.245	
 	 	$	0.198	

¹ Fiscal 2012 was a 53-week year; all other fiscal years presented were 52 weeks.	
² All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.	

14

Selected Financial Data

($000, except per share data)	 	2012¹	 	2011	 	2010	 	2009	 	2008	
 	 	 	 	 	 	 	 	 	 	 	
Financial Position	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	646,761	
 	 	$	649,835	
 	 	$	833,924	
 	 	$	768,343	
 	 	$	321,355	
 	
Merchandise inventory	 	1,209,237	
 	 	1,130,070	
 	 	1,086,917	
 	 	872,498	
 	 	881,058	
 	
Property and equipment, net	 	1,493,284	
 	 	1,241,722	
 	 	983,776	
 	 	942,999	
 	 	951,656	
 	
Total assets	 	3,670,561	
 	 	3,301,209	
 	 	3,116,204	
 	 	2,768,633	
 	 	2,355,511	
 	
Return on average assets	 	23	%	 	20	%	 	19	%	 	17	%	 	13	%	
Working capital	 	608,845	
 	 	578,319	
 	 	690,919	
 	 	554,933	
 	 	358,456	
 	
Current ratio	 	1.4:1	 	1.4:1	 	1.5:1	 	1.5:1	 	1.4:1	
Long-term debt	 	150,000	
 	 	150,000	
 	 	150,000	
 	 	150,000	
 	 	150,000	
 	
Long-term debt as a percent	 	
 	 	 	 	 	 	 	 	 	
of total capitalization	 	8	%	 	9	%	 	10	%	 	11	%	 	13	%	
Stockholders' equity	 	1,766,863	
 	 	1,493,012	
 	 	1,332,692	
 	 	1,157,293	
 	 	996,369	
 	
Return on average	 	
 	 	 	 	 	 	 	 	 	
stockholders' equity	 	48	%	 	47	%	 	45	%	 	41	%	 	31	%	
Book value per common share	 	
 	 	 	 	 	 	 	 	 	
outstanding at year-end²	 	$	8.00	
 	 	$	6.58	
 	 	$	5.64	
 	 	$	4.71	
 	 	$	3.91	

 	 	 	 	 	 	 	 	 	
Operating Statistics	 	
 	 	 	 	 	 	 	 	 	
Number of stores opened	 	82	
 	 	80	
 	 	56	
 	 	56	
 	 	77	
 	
Number of stores closed	 	8	
 	 	10	
 	 	6	
 	 	7	
 	 	11	
 	
Number of stores at year-end	 	1,199	
 	 	1,125	
 	 	1,055	
 	 	1,005	
 	 	956	
 	
Comparable store sales increase³	 	 	 	 	 	 	 	 	 	 	
(52-week basis)	 	6	%	 	5	%	 	5	%	 	6	%	 	2	%	
Sales per average square foot of	 	
 	 	 	 	 	 	 	 	 	
selling space (52-week basis)	 	$	355	
 	 	$	338	
 	 	$	324	
 	 	$	311	
 	 	$	298	
 	
Square feet of selling space	 	
 	 	 	 	 	 	 	 	 	
at year-end (000)	 	27,800	
 	 	26,100	
 	 	24,800	
 	 	23,700	
 	 	22,500	
 	
Number of employees at year-end	 	57,500	
 	 	53,900	
 	 	49,500	
 	 	45,600	
 	 	40,000	
 	
Number of common stockholders	 	
 	 	 	 	 	 	 	 	 	
of record at year-end	 	831	
 	 	817	
 	 	804	
 	 	767	
 	 	754	

¹ Fiscal 2012 was a 53-week year; all other fiscal years presented were 52 weeks.	 	
² All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.	
³ Comparable stores are stores open for more than 14 complete months.	

15

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Overview

Ross Stores, Inc. operates two brands of off-price retail apparel and home fashion stores–-Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS®. Ross is the largest off-price apparel and home fashion chain in the United States with 1,091 locations in 33 states, the District of Columbia and Guam as of February 2, 2013. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family at everyday savings of 20% to 60% off department and specialty store regular prices. As of February 2, 2013, we also operate 108 dd’s DISCOUNTS stores in eight states 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 everyday savings of 20% to 70% off moderate department and discount store regular prices.
Our primary objective is to pursue and refine our existing off-price strategies to maintain or improve both profitability and financial returns over the long term. In establishing appropriate growth targets for our business, we closely monitor market share trends for the off-price industry. Total aggregate sales for the five largest off-price retailers in the United States increased 11% during 2012 on top of a 6% increase in 2011. This compares to total national apparel sales which increased 4% during 2012 compared to a 3% increase in 2011, according to data published by the NPD Group, Inc., a leading provider of global information and advisory services company.
We believe that the stronger relative sales gains of the off-price retailers during 2012 and 2011 were driven mainly by continued focus on value by consumers over the past few years. Our sales and earnings gains in 2012 continued to benefit from efficient execution of our off-price model throughout all areas of our business. Our merchandise and operational strategies are designed to take advantage of the expanding market share of the off-price industry as well as the ongoing customer demand for name brand fashions for the family and home at compelling everyday discounts.
Looking ahead to 2013, we are planning further reductions in average store inventory levels while continuing to maintain strict controls on operating expenses as part of our strategy to maximize our profitability.
We refer to our fiscal years ended February 2, 2013, January 28, 2012, and January 29, 2011 as fiscal 2012, fiscal 2011, and fiscal 2010, respectively. Fiscal 2012 was a 53-week year. Fiscal 2011 and 2010 were each 52 weeks.

Results of Operations

The following table summarizes the financial results for fiscal 2012, 2011, and 2010:

 	 	2012	
 	 	2011	
 	 	2010	
 	
Sales	 	 	 	 	 	 	
Sales (millions)	 	$	9,721	
 	 	$	8,608	
 	 	$	7,866	
 	
Sales growth	 	12.9	%	 	9.4	%	 	9.5	%	
Comparable store sales growth (52-week basis)	 	6	%	 	5	%	 	5	%	
 	 	 	 	 	 	 	
Costs and expenses (as a percent of sales)	 	 	 	 	 	 	
Cost of goods sold	 	72.1	%	 	72.5	%	 	72.8	%	
Selling, general and administrative	 	14.8	%	 	15.2	%	 	15.6	%	
Interest expense, net	 	0.1	%	 	0.1	%	 	0.1	%	
 	 	 	 	 	 	 	
Earnings before taxes (as a percent of sales)	 	13.0	%	 	12.2	%	 	11.4	%	

Net earnings (as a percent of sales)	 	8.1	%	 	7.6	%	 	7.1	%	

16

Stores.Total stores open at the end of fiscal 2012, 2011, and 2010 were 1,199, 1,125, and 1,055, respectively. The number of stores at the end of fiscal 2012, 2011, and 2010 increased by 7%, 7%, and 5% from the respective prior years. Our expansion strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. We continually evaluate opportunistic real estate acquisitions and opportunities for potential new store locations. We also evaluate our current store locations and determine store closures based on similar criteria.

Store Count	2012	
 	 	2011	
 	 	2010	
 	
Beginning of the period	1,125	
 	 	1,055	
 	 	1,005	
 	
Opened in the period	82	
 	 	80	
 	 	56	
 	
Closed in the period	(8	)	 	(10	)	 	(6	)	
End of the period	1,199	
 	 	1,125	
 	 	1,055	

Selling square footage at the end of the period (000)	27,800	
 	 	26,100	
 	 	24,800	

Sales. Sales for fiscal 2012 increased $1.1 billion, or 12.9%, compared to the prior year due to the opening of 74 net new stores during 2012 and a 6% increase in comparable store sales (defined as stores that have been open for more than 14 complete months). Sales for fiscal 2011 increased $742.2 million, or 9.4%, compared to the prior year due to the opening of 70 net new stores during 2011 and a 5% increase in sales from comparable stores.
Our sales mix is shown below for fiscal 2012, 2011, and 2010:

 	 	2012	
 	 	2011	
 	 	2010	
 	
Ladies	 	29	%	 	29	%	 	29	%	
Home Accents and Bed and Bath	 	24	%	 	25	%	 	25	%	
Accessories, Lingerie, Fine Jewelry, and Fragrances	 	13	%	 	13	%	 	12	%	
Shoes	 	13	%	 	12	%	 	12	%	
Men's	 	13	%	 	13	%	 	13	%	
Children's	 	8	%	 	8	%	 	9	%	
Total	 	100	%	 	100	%	 	100	%	

We intend to address the competitive climate for off-price apparel and home goods by pursuing and refining our existing strategies and by continuing to strengthen our organization, diversify our merchandise mix, and more fully develop our organization and systems to improve regional and local merchandise offerings. Although our strategies and store expansion program contributed to sales gains in fiscal 2012, 2011, and 2010, 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. Cost of goods sold in fiscal 2012 increased $770.7 million compared to the prior year mainly due to increased sales from the opening of 74 net new stores during the year and a 6% increase in sales from comparable stores.

Cost of goods sold as a percentage of sales for fiscal 2012 decreased approximately 40 basis points from the prior year. This improvement was due primarily to a 40 basis point increase in merchandise gross margin. In addition, occupancy leveraged 25 basis points and distribution expenses as a percent of sales also declined approximately 15 basis points. These favorable items were partially offset by increases in buying and freight costs of 25 and 10 basis points, respectively, and 5 basis points related to the year over year true-up in our shortage reserve.
Cost of goods sold in fiscal 2011 increased $511.0 million compared to the prior year mainly due to increased sales from the opening of 70 net new stores during the year and a 5% increase in sales from comparable stores.
Cost of goods sold as a percentage of sales for fiscal 2011 decreased approximately 35 basis points from the prior year. This improvement was mainly the result of a 50 basis point increase in merchandise gross margin, which included a 15 basis point benefit from lower shortage. In addition, occupancy leveraged 20 basis points. These improvements

17

were partially offset by increases in freight costs of about 20 basis points, distribution expenses of about 10 basis points, and buying costs of about five basis points.
We cannot be sure that the gross profit margins realized in fiscal 2012, 2011, and 2010 will continue in future years.
Selling, general and administrative expenses.For fiscal 2012, selling, general and administrative expenses (“SG&A”) increased $133.8 million compared to the prior year, mainly due to increased store operating costs reflecting the opening of 74 net new stores during the year. SG&A as a percentage of sales for fiscal 2012 decreased by approximately 35 basis points compared to the prior year primarily due to leverage on store operating expenses.
For fiscal 2011, SG&A increased $74.3 million compared to the prior year, mainly due to increased store operating costs reflecting the opening of 70 net new stores during the year. SG&A as a percentage of sales for fiscal 2011 decreased by approximately 50 basis points compared to the prior year due equally to a combination of leverage on both general and administrative and store operating expenses.
The largest component of SG&A is payroll. The total number of employees, including both full and part-time, as of fiscal year end 2012, 2011, and 2010 was approximately 57,500, 53,900, and 49,500, respectively.
Interest expense (income), net. In fiscal 2012, interest expense decreased by $3.5 million primarily due to higher capitalization of construction interest. Interest income decreased by $0.1 million primarily due to lower investment yields as compared to the prior year. As a percentage of sales, net interest expense in fiscal 2012 decreased by approximately five basis points compared to the same period in the prior year. The table below shows interest expense and income for fiscal 2012, 2011, and 2010:

 	 	 	 	 	 	 	 	 	 	 	 	 	
($ millions)	 	2012	
 	 	2011	
 	 	2010	
 	
Interest expense	 	$	7.5	
 	 	$	11.0	
 	 	$	10.7	
 	
Interest income	 	(0.6	)	 	(0.7	)	 	(1.1	)	
Total interest expense, net	 	$	6.9	
 	 	$	10.3	
 	 	$	9.6	

Taxes on earnings. Our effective tax rate for fiscal 2012, 2011 and 2010 was approximately 38% in each year, which represents the applicable combined federal and state statutory rates reduced by the federal benefit of state taxes deductible on federal returns. The effective rate is impacted by changes in laws, location of new stores, level of earnings, and the resolution of tax positions with various taxing authorities. We anticipate that our effective tax rate for fiscal 2013 will be about 38%.

Net earnings.  Net earnings as a percentage of sales for fiscal 2012 were higher compared to fiscal 2011 primarily due to both lower cost of goods sold and lower SG&A expenses as a percentage of sales. Net earnings as a percentage of sales for fiscal 2011 were higher compared to fiscal 2010 primarily due to both lower cost of goods sold and lower SG&A expenses as a percentage of sales.

Earnings per share. Diluted earnings per share in fiscal 2012 was $3.53 compared to $2.86 in the prior year period. The 23% increase in diluted earnings per share is attributable to an approximate 20% increase 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. Diluted earnings per share in fiscal 2011 was $2.86 compared to $2.31 in fiscal 2010. The 24% increase in diluted earnings per share is attributable to an 18% increase in net earnings and a 4% reduction in weighted average diluted shares outstanding, largely due to the stock repurchase program.

Financial Condition

Liquidity and Capital Resources

Our primary sources of funds for our business activities are cash flows from operations and short-term trade credit. Our primary ongoing cash requirements are for merchandise inventory purchases, payroll, rent, taxes, and capital expenditures in connection with new and existing stores, and investments in distribution centers, information systems, and buying and corporate offices. We also use cash to repurchase stock under our stock repurchase program and to pay dividends.

18

 	
 	 	 	 	 	 	 	 	 	 	 	 	
($ millions)	2012	
 	 	2011	
 	 	2010	
 	
Cash provided by operating activities	$	979.6	
 	 	$	820.1	
 	 	$	673.0	
 	
Cash used in investing activities	(425.7	)	 	(471.8	)	 	(196.8	)	
Cash used in financing activities	(557.0	)	 	(532.4	)	 	(410.6	)	
Net (decrease) increase in cash and cash equivalents	$	(3.1	)	 	$	(184.1	)	 	$	65.6	

Operating Activities

Net cash provided by operating activities was $979.6 million, $820.1 million, and $673.0 million in fiscal 2012, 2011, and 2010 respectively. Cash provided by operating activities in fiscal 2012, 2011, and 2010 was primarily driven by net earnings excluding non-cash expenses for depreciation and amortization. Our primary source of operating cash flow is the sale of our merchandise inventory. We regularly review the age and condition of our merchandise and are able to maintain current merchandise inventory in our stores through replenishment processes and liquidation of slower-moving merchandise through clearance markdowns.

Net cash from operations increased in 2012 compared to 2011 primarily due to higher net earnings. Net cash from operations increased in 2011 compared to 2010 primarily due to higher net earnings and lower working capital used to purchase additional packaway inventory.

The change in total merchandise inventory, net of the change in accounts payable, resulted in a use of cash of approximately $39 million, $55 million, and $112 million for fiscal 2012 , 2011, and 2010 respectively. Accounts payable leverage (defined as accounts payable divided by merchandise inventory) was 67%, 67%, and 71% as of February 2, 2013, January 28, 2012, and January 29, 2011, respectively. Changes in accounts payable leverage are primarily driven by timing of packaway receipts.

As a regular part of our business, packaway inventory levels will vary over time based on availability of compelling opportunities in the marketplace. Packaway merchandise is purchased 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 is principally driven by the product mix and seasonality of the merchandise, and its relation to our store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than six months. We expect to continue to take advantage of packaway inventory opportunities to deliver bargains to our customers.

Changes in packaway inventory levels impact our operating cash flow. At the end of fiscal 2012, packaway inventory was 47% of total inventory compared to 49% and 47% at the end of fiscal 2011 and 2010, respectively.

Investing Activities

Net cash used in investing activities was $425.7 million, $471.8 million, and $196.8 million in fiscal 2012, 2011, and 2010, respectively. The decrease in cash used for investing activities in fiscal 2012 compared to fiscal 2011 was primarily due to a transfer of funds in fiscal 2011 into restricted accounts to serve as collateral for our insurance obligations. The increase in cash used for investing activities for fiscal 2011 compared to fiscal 2010 was primarily due to an increase in capital expenditures and a transfer of funds into restricted accounts to serve as collateral for our insurance obligations. In fiscal 2012, 2011, and 2010, our capital expenditures were $424.4 million, $416.3 million, and $198.7 million, respectively. Our capital expenditures include costs to build or expand distribution centers and our new data center, open new stores and improve existing stores, and for various other expenditures related to our information technology systems, buying, and corporate offices. We opened 82, 80, and 56 new stores in fiscal 2012, 2011, and 2010, respectively. Our buying offices, our corporate headquarters, one distribution center, one trailer parking lot, three warehouse facilities, and all but three of our store locations are leased and, except for certain leasehold improvements and equipment, do not represent capital investments.

19

Our capital expenditures over the last three years are set forth in the table below:

($ millions)	 	2012	
 	 	2011	
 	 	2010	
 	
Distribution	 	$	157.9	
 	 	$	86.1	
 	 	$	32.0	
 	
New stores	 	118.7	
 	 	114.2	
 	 	75.5	
 	
Existing stores	 	86.9	
 	 	126.8	
 	 	60.3	
 	
Information systems, corporate, and other	 	60.9	
 	 	89.2	
 	 	30.9	
 	
Total capital expenditures	 	$	424.4	
 	 	$	416.3	
 	 	$	198.7	

We are forecasting approximately $670 million in capital expenditures for fiscal year 2013. In addition to funding costs for fixtures and leasehold improvements to open both new Ross and dd’s DISCOUNTS stores, the upgrade or relocation of existing stores, investments in information technology systems, and for various other expenditures related to our stores, distribution centers, buying and corporate offices, the expected growth in capital expenditures in 2013 is mainly due to our investment over the next two years in two new distribution centers, the purchase of one of our existing, leased distribution centers, the relocation of our corporate headquarters and the development of our new data center. We expect to fund these expenditures with available cash and cash flows from operations.

We purchased $5.4 million of investments in fiscal 2012, no investments in fiscal 2011, and $6.8 million in fiscal 2010. We had proceeds from investments of $6.2 million, $4.6 million, and $8.6 million in fiscal 2012, 2011, and 2010, respectively.

Financing Activities

Net cash used in financing activities was $557.0 million, $532.4 million, and $410.6 million in fiscal 2012, 2011, and 2010, respectively. During fiscal 2012, 2011, and 2010, our liquidity and capital requirements were provided by available cash and cash flows from operations.

We 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, our Board of Directors approved a two-year $1.1 billion stock repurchase program for fiscal 2013 and 2014.
In January 2013, our Board of Directors declared a quarterly cash dividend of $0.17 per common share, payable on March 29, 2013. Our 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.
During fiscal 2012, 2011, and 2010, we paid dividends of $125.7 million, $102.0 million, and $77.3 million, respectively.

Short-term trade credit represents a significant source of financing for merchandise inventory. Trade credit arises from customary payment terms and trade practices with our vendors. We regularly review the adequacy of credit available to us from all sources and expect to be able to maintain adequate trade, bank, and other credit lines to meet our capital and liquidity requirements, including lease payment obligations in 2013.

In June 2012, we amended our existing $600 million unsecured revolving credit facility. The amended 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 112.5 basis points) and is payable upon maturity but not less than quarterly. As of February 2, 2013, we had no borrowings or standby letters of credit outstanding on this facility and our $600 million credit facility remains in place and available.

We estimate that existing cash balances, cash flows from operations, bank credit lines, and trade credit are adequate to meet our operating cash needs and to fund our planned capital investments, common stock repurchases, and quarterly dividend payments for at least the next twelve months.

20

Contractual Obligations

The table below presents our significant contractual obligations as of February 2, 2013:

 	Less than
one year	
 	 	1 - 3
years	
 	 	3 - 5
years	
 	 	After 5
years	
 	 	Total¹	
 	 	
($000)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Senior notes	$	—	
 	 	$	—	
 	 	$	—	
 	 	$	150,000	
 	 	$	150,000	
 	 	 	 	
Interest payment obligations	9,668	
 	 	19,335	
 	 	19,335	
 	 	21,192	
 	 	69,530	
 	 	 	 	
Operating leases:	 	 	 	 	 	 	 	 	 	 	 	 	
Rent obligations	387,536	
 	 	753,800	
 	 	526,601	
 	 	470,520	
 	 	2,138,457	
 	 	 	 	
Synthetic leases	2,661	
 	 	10	
 	 	—	
 	 	—	
 	 	2,671	
 	 	 	 	
Other synthetic lease obligations	70,451	
 	 	183	
 	 	—	
 	 	—	
 	 	70,634	
 	 	 	 	
Purchase obligations	1,598,599	
 	 	6,459	
 	 	55	
 	 	—	
 	 	1,605,113	
 	 	 	 	
Total contractual obligations	$	2,068,915	
 	 	$	779,787	
 	 	$	545,991	
 	 	$	641,712	
 	 	$	4,036,405	

1We have an $82.5 million liability for unrecognized tax benefits that is included in other long-term liabilities on our consolidated balance sheet. This liability is excluded from the schedule above as the timing of payments cannot be reasonably estimated.

Senior notes. We have two series of unsecured senior notes with various institutional investors for $150 million. The Series A notes totaling $85 million are due in December 2018 and bear interest at a rate of 6.38%. The Series B notes totaling $65 million are due in December 2021 and bear interest at a rate of 6.53%. Interest on these notes is included in Interest payment obligations in the table above. These notes are subject to prepayment penalties for early payment of principal.

Borrowings under these notes are subject to certain operating and financial covenants, including interest coverage and other financial ratios. As of February 2, 2013, we were in compliance with these covenants.

Off-Balance Sheet Arrangements

Operating leases. We lease our buying offices, corporate headquarters, one distribution center, one trailer parking lot, three warehouse facilities, and all but three of our store locations. Except for certain leasehold improvements and equipment, these leased locations do not represent long-term capital investments.

We have lease arrangements for certain equipment in our stores for our point-of-sale (“POS”) hardware and software systems. These leases are accounted for as operating leases for financial reporting purposes. The initial terms of these leases are either two or three years, and we typically have options to renew the leases for two to three one-year periods. Alternatively, we may purchase or return the equipment at the end of the initial or each renewal term. We have guaranteed the value of the equipment of $0.6 million at the end of the respective initial lease terms, which is included in Other synthetic lease obligations in the table above.

We lease a 1.3 million square foot distribution center in Perris, California. The land and building for this distribution center are financed by the lessor under a $70 million, ten-year synthetic lease that expires in July 2013. Rent expense on this center is payable monthly at a fixed annual rate of 5.8% on the lease balance of $70 million. At the end of the lease term, we have the option to either refinance the $70 million synthetic lease facility, purchase the distribution center at the amount of the then-outstanding lease obligation, or arrange a sale of the distribution center to a third party. If the distribution center is sold to a third party for less than $70 million, we have agreed under a residual value guarantee to pay the lessor any shortfall amount up to $56 million. The synthetic lease agreement includes a prepayment penalty for early payoff of the lease. We intend to purchase this distribution center at the expiration of the lease in 2013. Our $70 million obligation is included in Other synthetic lease obligations in the above table.

We have also recognized a liability and corresponding asset for the inception date estimated fair values of the distribution center and POS synthetic lease residual value guarantees. As of February 2, 2013, we have approximately $0.5 million of residual value guarantee asset and liability. These residual value guarantees are amortized on a straight-line basis over the original terms of the leases. The current portion of the related asset and liability is recorded in prepaid expenses and accrued expenses, respectively, and the long-term portion of the related assets and liabilities is recorded in other long-term assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets.

21

We lease three warehouses. Two of the warehouses are in Carlisle, Pennsylvania with leases expiring in 2014 and 2016. The third warehouse is in Fort Mill, South Carolina, with a lease expiring in 2016. The leases for all three of these warehouses contain renewal provisions. We also own a 423,000 square foot warehouse in Fort Mill, South Carolina and a 449,000 square foot warehouse in Riverside, California. All five of these warehouses are used to store our packaway inventory. We also lease a 10-acre parcel that has been developed for trailer parking adjacent to our Perris, California distribution center expiring in 2017.

We lease approximately 192,000 square feet of office space for our corporate headquarters in Pleasanton, California, under several facility leases. The terms for these leases expire between 2014 and 2015 and contain renewal provisions.

We lease approximately 265,000 and 52,000 square feet of office space for our New York City and Los Angeles buying offices, respectively. The lease terms for these facilities expire in 2022 and 2017, respectively, and contain renewal provisions.

Purchase obligations. As of February 2, 2013 we had purchase obligations of approximately $1,605 million. These purchase obligations primarily consist of merchandise inventory purchase orders, commitments related to construction projects, store fixtures and supplies, and information technology service and maintenance contracts. Merchandise inventory purchase orders of $1,460 million represent purchase obligations of less than one year as of February 2, 2013.

Commercial Credit Facilities

The table below presents our significant available commercial credit facilities at February 2, 2013:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	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. In June 2012, we amended our existing $600 million unsecured revolving credit facility. The amended 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 112.5 basis points) and is payable upon maturity but not less than quarterly. Our borrowing ability under this credit facility is subject to our maintaining certain financial ratios. As of February 2, 2013 we had no borrowings outstanding or standby letters of credit issued under this facility and were in compliance with the covenants.

The synthetic lease facilities described above, as well as our revolving credit facility and senior notes, have covenant restrictions requiring us to maintain certain 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. As of February 2, 2013 we were in compliance with these covenants.

Standby letters of credit and collateral trust. We use standby letters of credit outside of our revolving credit facility in addition to a funded trust to collateralize our insurance obligations. As of February 2, 2013 and January 28, 2012, we had $33.8 million and $45.5 million, respectively, in standby letters of credit outstanding and $34.9 million and $21.3 million, respectively, in a collateral trust. The standby letters of credit are collateralized by restricted cash and cash equivalents, and the collateral trust consists of restricted cash, cash equivalents, and investments.

Trade letters of credit. We had $38.0 million and $39.9 million in trade letters of credit outstanding at February 2, 2013 and January 28, 2012, respectively.

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Other

Critical Accounting Policies
The preparation of our consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts. These estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and on various other factors that management believes to be reasonable. We believe the following critical accounting policies describe the more significant judgments and estimates used in the preparation of our consolidated financial statements.
Merchandise inventory.Our merchandise inventory is stated at the lower of cost (determined using a weighted average basis) or net realizable value. We purchase manufacturer overruns and canceled orders both during and at the end of a season which are referred to as "packaway" inventory. Packaway inventory is purchased 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 is principally driven by the product mix and seasonality of the merchandise, and its relation to the Company’s store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than six months. Packaway inventory accounted for approximately 47%, 49%, and 47% of total inventories as of February 2, 2013, January 28, 2012, and January 29, 2011. Merchandise inventory includes acquisition, processing, and storage costs related to packaway inventory.
Included in the carrying value of our merchandise inventory is a provision for shortage. The shortage reserve is based on historical shortage rates as evaluated through our annual physical merchandise inventory counts and cycle counts. If actual market conditions, markdowns, or shortage are less favorable than those projected by us, or if sales of the merchandise inventory are more difficult than anticipated, additional merchandise inventory write-downs may be required.
Long-lived assets.We record a long-lived asset impairment charge when events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable based on estimated future cash flows. An impairment loss would be recognized if analysis of the undiscounted cash flow of an asset group was less than the carrying value of the asset group. If our actual results differ materially from projected results, an impairment charge may be required in the future. In the course of performing our annual analysis, we determined that no long-lived asset impairment charge was required for fiscal 2012, 2011, or 2010.
Depreciation and amortization expense.Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful life of the asset, typically ranging from three to 12 years for equipment and 20 to 40 years for land improvements and buildings. The cost of leasehold improvements is amortized over the lesser of the useful life of the asset or the applicable lease term.
Lease accounting.When a lease contains “rent holidays” or requires fixed escalations of the minimum lease payments, we record rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount charged to expense and the amount payable under the lease is recorded as deferred rent. We begin recording rent expense on the lease possession date. Tenant improvement allowances are included in other long-term liabilities and are amortized over the lease term. Changes in tenant improvement allowances are included as a component of operating activities in the consolidated statements of cash flows.
Insurance obligations.We use a combination of insurance and self-insurance for a number of risk management activities, including workers’ compensation, general liability, and employee-related health care benefits. Our self-insurance and deductible liability is determined actuarially, based on claims filed and an estimate of claims incurred but not reported. Should a greater amount of claims occur compared to what is estimated or the costs of medical care increase beyond what was anticipated, our recorded reserves may not be sufficient and additional charges could be required.
Stock-based compensation.We recognize compensation expense based upon the grant date fair value of all stock-based awards. We use historical data to estimate pre-vesting forfeitures and to recognize stock-based compensation expense. All stock-based compensation awards are expensed over the service or performance periods of the awards.
Income taxes.We account for our uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740. We are required to make assumptions and judgments regarding our income tax exposures. Our policy is to recognize interest and/or penalties related to all tax positions in income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made.

23

The critical accounting policies noted above are not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by Generally Accepted Accounting Principles (“GAAP”), with no need for management’s judgment in their application. There are also areas in which management’s judgment in selecting one alternative accounting principle over another would not produce a materially different result. See our audited consolidated financial statements and notes thereto under Item 8 in this Annual Report on Form 10-K, which contain accounting policies and other disclosures required by GAAP.
Effects of inflation or deflation. We do not consider the effects of inflation or deflation to be material to our financial position and results of operations.

Forward-Looking Statements

Our Annual Report on Form 10-K for fiscal 2012, and information we provide in our Annual Report to Stockholders, press releases, telephonic reports, and other investor communications including those on our corporate website, may contain a number of forward-looking statements regarding, without limitation, planned store growth, new markets, expected sales, projected earnings levels, capital expenditures, and other matters. These forward-looking statements reflect our then current beliefs, projections, and estimates with respect to future events and our projected financial performance, operations, and competitive position. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “looking ahead” and similar expressions identify forward-looking statements.

Future economic and industry trends that could potentially impact revenue, profitability, and growth remain difficult to predict. As a result, our forward-looking statements are subject to risks and uncertainties which could cause our actual results to differ materially from those forward-looking statements and our previous expectations and projections. Refer to Item 1A in this Annual Report on Form 10-K for a more complete discussion of risk factors for Ross and dd's DISCOUNTS. The factors underlying our forecasts are dynamic and subject to change. As a result, any forecasts or forward-looking statements speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time. We disclaim any obligation to update or revise these forward-looking statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, which primarily include changes in interest rates. We do not engage in financial transactions for trading or speculative purposes.
We occasionally use forward contracts to hedge against fluctuations in foreign currency prices. We had no outstanding forward contracts as of February 2, 2013.
Interest that is payable on our revolving credit facility is based on variable interest rates and is, therefore, affected by changes in market interest rates. As of February 2, 2013, we had no borrowings outstanding under our revolving credit facility. In addition, lease payments under certain of our synthetic lease agreements are determined based on variable interest rates and are, therefore, affected by changes in market interest rates.
In addition, we have two outstanding series of unsecured notes held by institutional investors: Series A for $85 million accrues interest at 6.38% and Series B for $65 million accrues interest at 6.53%. The amount outstanding under these notes as of February 2, 2013 was $150 million.
Interest is receivable on our short- and long-term investments. Changes in interest rates may impact interest income recognized in the future, or the fair value of our investment portfolio.
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 February 2, 2013. We do not consider the potential losses in future earnings and cash flows from reasonably possible, near-term changes in interest rates to be material.

24

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Earnings

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended	
 	 	Year Ended	
 	 	Year Ended	
 	
($000, except per share data)	 	February 2, 2013	
 	 	January 28, 2012	
 	 	January 29, 2011	
 	
Sales	 	$	9,721,065	
 	 	$	8,608,291	
 	 	$	7,866,100	

Costs and Expenses	 	 	 	 	 	 	
Costs of goods sold	 	7,011,428	
 	 	6,240,760	
 	 	5,729,735	
 	
Selling, general and administrative	 	1,437,886	
 	 	1,304,065	
 	 	1,229,775	
 	
Interest expense, net	 	6,907	
 	 	10,322	
 	 	9,569	
 	
Total costs and expenses	 	8,456,221	
 	 	7,555,147	
 	 	6,969,079	

Earnings before taxes	 	1,264,844	
 	 	1,053,144	
 	 	897,021	
 	
Provision for taxes on earnings	 	478,081	
 	 	395,974	
 	 	342,224	
 	
Net earnings	 	$	786,763	
 	 	$	657,170	
 	 	$	554,797	

Earnings per share	 	 	 	 	 	 	
Basic	 	$	3.59	
 	 	$	2.91	
 	 	$	2.35	
 	
Diluted	 	$	3.53	
 	 	$	2.86	
 	 	$	2.31	

 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	 	
Basic	 	219,130	
 	 	225,915	
 	 	235,641	
 	
Diluted	 	222,784	
 	 	229,982	
 	 	239,805	

 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	 	
Cash dividends declared per share	 	$	0.59	
 	 	$	0.47	
 	 	$	0.35	

The accompanying notes are an integral part of these consolidated financial statements.	

25

Consolidated Statements of Comprehensive Income

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year ended	
 	 	Year ended	
 	 	Year ended	
 	
($000)	 	February 2, 2013	
 	 	January 28, 2012	
 	 	January 29, 2011	
 	
Net earnings	 	$	786,763	
 	 	$	657,170	
 	 	$	554,797	

Other comprehensive income:	 	 	 	 	 	 	
Change in unrealized (loss) gain on investments, net of tax	 	(50	)	 	147	
 	 	318	
 	
Comprehensive income	 	$	786,713	
 	 	$	657,317	
 	 	$	555,115	
 	
The accompanying notes are an integral part of these consolidated financial statements.	

26

Consolidated Balance Sheets

($000, except share data)	February 2, 2013	
 	 	January 28, 2012	
 	
Assets	 	 	 	
Current Assets	 	 	 	
Cash and cash equivalents	$	646,761	
 	 	$	649,835	
 	
Short-term investments	1,087	
 	 	658	
 	
Accounts receivable	59,617	
 	 	50,848	
 	
Merchandise inventory	1,209,237	
 	 	1,130,070	
 	
Prepaid expenses and other	94,318	
 	 	87,362	
 	
Deferred income taxes	20,407	
 	 	5,598	
 	
Total current assets	2,031,427	
 	 	1,924,371	

Property and Equipment	 	 	 	
Land and buildings	372,659	
 	 	338,027	
 	
Fixtures and equipment	1,551,590	
 	 	1,408,647	
 	
Leasehold improvements	732,671	
 	 	657,312	
 	
Construction-in-progress	258,691	
 	 	131,881	
 	
  	2,915,611	
 	 	2,535,867	
 	
Less accumulated depreciation and amortization	1,422,327	
 	 	1,294,145	
 	
Property and equipment, net	1,493,284	
 	 	1,241,722	

Long-term investments	4,374	
 	 	5,602	
 	
Other long-term assets	141,476	
 	 	129,514	
 	
Total assets	$	3,670,561	
 	 	$	3,301,209	

Liabilities and Stockholders’ Equity	 	 	 	
Current Liabilities	 	 	 	
Accounts payable	$	807,534	
 	 	$	761,717	
 	
Accrued expenses and other	320,415	
 	 	304,654	
 	
Accrued payroll and benefits	241,129	
 	 	248,552	
 	
Income taxes payable	53,504	
 	 	31,129	
 	
Total current liabilities	1,422,582	
 	 	1,346,052	

Long-term debt	150,000	
 	 	150,000	
 	
Other long-term liabilities	246,815	
 	 	203,625	
 	
Deferred income taxes	84,301	
 	 	108,520	

Commitments and contingencies	

 	

Stockholders’ Equity	 	 	 	
Common stock, par value $.01 per share	2,207	
 	 	2,269	
 	
Authorized 600,000,000 shares	 	 	 	
Issued and outstanding 220,721,000 and	 	 	 	
226,864,000 shares, respectively	 	 	 	
Additional paid-in capital	866,519	
 	 	788,895	
 	
Treasury stock	(91,708	)	 	(62,262	)	
Accumulated other comprehensive income	585	
 	 	635	
 	
Retained earnings	989,260	
 	 	763,475	
 	
Total stockholders’ equity	1,766,863	
 	 	1,493,012	
 	
Total liabilities and stockholders’ equity	$	3,670,561	
 	 	$	3,301,209	
 	
The accompanying notes are an integral part of these consolidated financial statements.	

27

Consolidated Statements of Stockholders' Equity

 	 	 	 	 	 	Additional paid-in capital	
 	 	 	 	Accumulated
other comprehensive income (loss)	
 	 	 	 	 	 	
 	 	Common stock	 	 	 	 	Treasury stock	
 	 	 	 	 	Retained earnings	
 	 	 	 	 	 	 	 	 	
(000)	 	Shares  	
 	 	Amount	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	
 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 30, 2010	 	245,858	
 	 	$	2,458	
 	 	$	680,679	
 	 	$	(36,864	)	 	$170	 	$	510,850	
 	 	$	1,157,293	
 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	554,797	
 	 	554,797	
 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized investment gain, net	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	318	
 	 	—	
 	 	318	
 	 	 	 	 	 	 	 	 	 	 	 	
Common stock issued under stock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
plans, net of shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
used for tax withholding	 	3,728	
 	 	38	
 	 	36,442	
 	 	(9,544	)	 	—	
 	 	—	
 	 	26,936	
 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from equity issuance	 	—	
 	 	—	
 	 	15,412	
 	 	—	
 	 	—	
 	 	—	
 	 	15,412	
 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	 	—	
 	 	—	
 	 	36,551	
 	 	—	
 	 	—	
 	 	—	
 	 	36,551	
 	 	 	 	 	 	 	 	 	 	 	 	
Common stock repurchased	 	(13,460	)	 	(134	)	 	(29,539	)	 	—	
 	 	—	
 	 	(345,327	)	 	(375,000	)	 	 	 	 	 	 	 	 	 	 	 	
Dividends declared	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(83,615	)	 	(83,615	)	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 29, 2011	 	236,126	
 	 	$	2,362	
 	 	$	739,545	
 	 	$	(46,408	)	 	$488	 	$	636,705	
 	 	$	1,332,692	
 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	657,170	
 	 	657,170	
 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized investment gain, net	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	147	
 	 	—	
 	 	147	
 	 	 	 	 	 	 	 	 	 	 	 	
Common stock issued under stock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
plans, net of shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
used for tax withholding	 	2,002	
 	 	20	
 	 	17,270	
 	 	(15,854	)	 	—	
 	 	—	
 	 	1,436	
 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from equity issuance	 	—	
 	 	—	
 	 	19,040	
 	 	—	
 	 	—	
 	 	—	
 	 	19,040	
 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	 	—	
 	 	—	
 	 	40,404	
 	 	—	
 	 	—	
 	 	—	
 	 	40,404	
 	 	 	 	 	 	 	 	 	 	 	 	
Common stock repurchased	 	(11,264	)	 	(113	)	 	(27,364	)	 	—	
 	 	—	
 	 	(422,523	)	 	(450,000	)	 	 	 	 	 	 	 	 	 	 	 	
Dividends declared	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(107,877	)	 	(107,877	)	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 28, 2012	 	226,864	
 	 	$	2,269	
 	 	$	788,895	
 	 	$	(62,262	)	 	$635	 	$	763,475	
 	 	$	1,493,012	
 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	786,763	
 	 	786,763	
 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized investment loss, net	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(50	)	 	—	
 	 	(50	)	 	 	 	 	 	 	 	 	 	 	 	
Common stock issued under stock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
plans, net of shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
used for tax withholding	 	1,315	
 	 	13	
 	 	19,030	
 	 	(29,446	)	 	—	
 	 	—	
 	 	(10,403	)	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from equity issuance	 	—	
 	 	—	
 	 	29,989	
 	 	—	
 	 	—	
 	 	—	
 	 	29,989	
 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	 	—	
 	 	—	
 	 	48,952	
 	 	—	
 	 	—	
 	 	—	
 	 	48,952	
 	 	 	 	 	 	 	 	 	 	 	 	
Common stock repurchased	 	(7,458	)	 	(75	)	 	(20,347	)	 	—	
 	 	—	
 	 	(429,578	)	 	(450,000	)	 	 	 	 	 	 	 	 	 	 	 	
Dividends declared	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(131,400	)	 	(131,400	)	 	 	 	 	 	 	 	 	 	 	 	
Balance at February 2, 2013	 	220,721	
 	 	$	2,207	
 	 	$	866,519	
 	 	$	(91,708	)	 	$585	 	$	989,260	
 	 	$	1,766,863	
 	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.	 	 	 	 	 	 	 	 	 	 	 	 	 	

28

Consolidated Statements of Cash Flows

 	 	 	 	 	 	 	 	 	 	 	 	
 	Year Ended	
 	 	Year Ended	
 	 	Year Ended	
 	
($000)	February 2, 2013	
 	 	January 28, 2012	
 	 	January 29, 2011	
 	
Cash Flows From Operating Activities	 	 	 	 	 	
Net earnings	$	786,763	
 	 	$	657,170	
 	 	$	554,797	
 	
Adjustments to reconcile net earnings to net cash provided by operating activities:	 	 	 	 	
 	
Depreciation and amortization	185,491	
 	 	159,892	
 	 	160,693	
 	
Stock-based compensation	48,952	
 	 	40,404	
 	 	36,551	
 	
Deferred income taxes	(39,028	)	 	21,722	
 	 	(17,977	)	
Tax benefit from equity issuance	29,989	
 	 	19,040	
 	 	15,412	
 	
Excess tax benefit from stock-based compensation	(29,103	)	 	(18,180	)	 	(14,746	)	
Change in assets and liabilities:	 	 	 	 	
 	
Merchandise inventory	(79,167	)	 	(43,153	)	 	(214,419	)	
Other current assets	(14,474	)	 	(10,329	)	 	(6,339	)	
Accounts payable	40,109	
 	 	(11,614	)	 	102,851	
 	
Other current liabilities	18,146	
 	 	(2,109	)	 	52,594	
 	
Other long-term, net	31,966	
 	 	7,262	
 	 	3,649	
 	
Net cash provided by operating activities	979,644	
 	 	820,105	
 	 	673,066	

Cash Flows From Investing Activities	 	 	 	 	 	
Additions to property and equipment	(424,434	)	 	(416,271	)	 	(198,651	)	
Increase in restricted cash and investments	(2,107	)	 	(60,086	)	 	—	
 	
Purchases of investments	(5,430	)	 	—	
 	 	(6,842	)	
Proceeds from investments	6,247	
 	 	4,589	
 	 	8,648	
 	
Net cash used in investing activities	(425,724	)	 	(471,768	)	 	(196,845	)	
 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	 	
Excess tax benefit from stock-based compensation	29,103	
 	 	18,180	
 	 	14,746	
 	
Issuance of common stock related to stock plans	19,043	
 	 	17,290	
 	 	36,479	
 	
Treasury stock purchased	(29,446	)	 	(15,854	)	 	(9,544	)	
Repurchase of common stock	(450,000	)	 	(450,000	)	 	(375,000	)	
Dividends paid	(125,694	)	 	(102,042	)	 	(77,321	)	
Net cash used in financing activities	(556,994	)	 	(532,426	)	 	(410,640	)	
 	 	 	 	 	 	
Net (decrease) increase in cash and cash equivalents	(3,074	)	 	(184,089	)	 	65,581	

Cash and cash equivalents:	 	 	 	 	 	
Beginning of year	649,835	
 	 	833,924	
 	 	768,343	
 	
End of year	$	646,761	
 	 	$	649,835	
 	 	$	833,924	

Supplemental Cash Flow Disclosures	 	 	 	 	 	
Interest paid	$	9,668	
 	 	$	9,668	
 	 	$	9,668	
 	
Income taxes paid	$	435,808	
 	 	$	370,074	
 	 	$	330,589	

Non-Cash Investing Activities	 	 	 	 	 	
(Decrease) increase in fair value of investment	 	 	 	 	 	
securities	$	(76	)	 	$	226	
 	 	$	490	

The accompanying notes are an integral part of these consolidated financial statements.	

29

Notes to Consolidated Financial Statements

Note A: Summary of Significant Accounting Policies

Business.Ross Stores, Inc. and its subsidiaries (the “Company”) is an off-price retailer of first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family. At the end of fiscal 2012, the Company operated 1,091 Ross Dress for Less ®  (“Ross”) locations in 33 states, the District of Columbia and Guam, and 108 dd’s DISCOUNTS ®  stores in eight states. The Ross and dd's DISCOUNTS stores are supported by four distribution centers. The Company’s headquarters, one buying office, two distribution centers, one warehouse, and 25% of its stores are located in California.
Segment reporting.The Company has one reportable segment. The Company’s operations include only activities related to off-price retailing in stores throughout the United States.
Basis of presentation and fiscal year.The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Intercompany transactions and accounts have been eliminated. The Company follows the National Retail Federation fiscal calendar and utilizes a 52-53 week fiscal year whereby the fiscal year ends on the Saturday nearest to January 31. The fiscal years ended February 2, 2013, January 28, 2012 and January 29, 2011 are referred to as fiscal 2012, fiscal 2011, and fiscal 2010, respectively. Fiscal 2012 was 53 weeks. Fiscal 2011 and 2010 were each 52 weeks.
Stock dividend. On December 15, 2011 the Company issued a two-for-one stock split in the form of a 100 percent stock dividend. All share and per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.
Use of accounting estimates.The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant accounting estimates include valuation reserves for inventory shortage, packaway inventory costs, useful lives of fixed assets, insurance reserves, and reserves for uncertain tax positions.
Purchase obligations.As of February 2, 2013, the Company had purchase obligations of approximately $1,605 million. These purchase obligations primarily consist of merchandise inventory purchase orders, commitments related to store fixtures and supplies, and information technology service and maintenance contracts. Merchandise inventory purchase orders of $1,460 million represent purchase obligations of less than one year as of February 2, 2013.
Cash and cash equivalents.Cash equivalents consist of highly liquid, fixed income instruments purchased with an original maturity of three months or less.
Restricted cash, cash equivalents, and investments. The Company has restricted cash, cash equivalents, and investments that serve as collateral for certain insurance obligations of the Company. These restricted funds are invested in bank deposits, money market mutual funds, U.S. Government and agency securities, and corporate securities and cannot be withdrawn from the Company’s account without the prior written consent of the secured parties. As of February 2, 2013, the Company had total restricted cash, cash equivalents, and investments of $68.7 million of which $19.9 million and $48.8 million were included in prepaid expenses and other and other long-term assets, respectively, in the Consolidated Balance Sheet. As of January 28, 2012, the Company had total restricted cash, cash equivalents, and investments of $66.8 million of which $18.7 million and $48.1 million were included in prepaid expenses and other and other long-term assets, respectively, in the Consolidated Balance Sheet. The classification between current and long-term is based on the timing of expected payments of the secured insurance obligations.
 
Estimated fair value of financial instruments. The carrying value of cash and cash equivalents, short- and long-term investments, restricted cash and cash equivalents, restricted investments, accounts receivable, other long-term assets, accounts payable, and other long-term liabilities approximates their estimated fair value. See Note B and Note D for additional fair value information.

Cash and cash equivalents were $646.8 million and $649.8 million, at February 2, 2013 and January 28, 2012, respectively, and include bank deposits and money market funds for which the fair value was determined using quoted

30

prices for identical assets in active markets, which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.
Investments.The Company’s investments are comprised of various debt securities. At February 2, 2013 and January 28, 2012, these investments were classified as available-for-sale and are stated at fair value. Investments are classified as either short- or long-term based on their original maturities and the Company’s intent. Investments with an original maturity of less than one year are classified as short-term. See Note B for additional information.
Merchandise inventory.Merchandise inventory is stated at the lower of cost (determined using a weighted average basis) or net realizable value. The Company purchases manufacturer overruns and canceled orders both during and at the end of a season which are referred to as "packaway" inventory. Packaway inventory is purchased with the intent that it will be stored in the Company's warehouses until a later date. The timing of the release of packaway inventory to the stores is principally driven by the product mix and seasonality of the merchandise, and its relation to the Company’s store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than six months. Packaway inventory accounted for approximately 47% and 49%, of total inventories as of February 2, 2013 and January 28, 2012. Merchandise inventory includes acquisition, processing, and storage costs related to packaway inventory. The cost of the Company’s merchandise inventory is reduced by valuation reserves for shortage based on historical shortage experience from the Company’s physical merchandise inventory counts and cycle counts.
Cost of goods sold.In addition toproduct costs, the Company includes in cost of goods sold its buying, distribution and freight expenses as well as occupancy costs, and depreciation and amortization related to the Company’s retail stores, buying, and distribution facilities. Buying expenses include costs to procure merchandise inventories. Distribution expenses include the cost of operating the Company’s distribution centers.
Prepaid expenses and other.Prepaid expenses and other as of February 2, 2013 and January 28, 2012 consisted of the following:

($000)	 	2012	
 	 	2011	
 	
Restricted cash and investments	 	$	19,941	
 	 	$	18,689	
 	
Prepaid expenses	 	74,377	
 	 	68,673	
 	
Total	 	$	94,318	
 	 	$	87,362	
 	
Property and equipment.Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful life of the asset, typically ranging from three to 12 years for equipment and 20 to 40 years for land improvements and buildings. Depreciation and amortization expense on property and equipment was $185.5 million, $159.9 million, and $160.7 million for fiscal 2012, 2011, and 2010, respectively. The cost of leasehold improvements is amortized over the useful life of the asset or the applicable lease term, whichever is less. Computer hardware and software costs, net of amortization, of $166.2 million and $137.1 million at February 2, 2013 and January 28, 2012, respectively, are included in fixtures and equipment and are amortized over their estimated useful life, generally ranging from three to seven years. The Company capitalizes interest during the construction period. Interest capitalized was $3.9 million, $0.5 million, and $0.1 million in fiscal 2012, fiscal 2011, and fiscal 2010, respectively.
Other long-term assets.Other long-term assets as of February 2, 2013 and January 28, 2012 consisted of the following:

($000)	 	2012	
 	 	2011	
 	
Deferred compensation (Note B)	 	$	76,911	
 	 	$	67,459	
 	
Restricted cash and investments	 	48,821	
 	 	48,059	
 	
Goodwill	 	2,889	
 	 	2,889	
 	
Deposits	 	3,185	
 	 	4,115	
 	
Other	 	9,670	
 	 	6,992	
 	
Total	 	$	141,476	
 	 	$	129,514	
 	
Other assetsare principally comprised of prepaid rent and other long-term prepayments.

31

Property, other long-term assets, and certain identifiable intangibles that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets that are not subject to amortization, including goodwill, are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Based on the Company’s evaluation during fiscal 2012, 2011, and 2010, no impairment charges were recorded.
Store closures.The Company continually reviews the operating performance of individual stores. For stores that are closed, the Company records a liability for future minimum lease payments net of estimated sublease recoveries and related ancillary costs at the time the liability is incurred. In 2012, the Company closed eight Ross stores. In 2011, the Company closed ten Ross stores. The lease loss liability was $3.4 million and $3.0 million, as of February 2, 2013 and January 28, 2012, respectively. Operating costs, including depreciation, of stores to be closed are expensed during the period they remain in use.
Accounts payable.Accounts payable represents amounts owed to third parties at the end of the period. Accounts payable includes book cash overdrafts (checks issued under zero balance accounts not yet presented for payment) in excess of cash balances in such accounts of approximately $82.6 million and $78.9 million at February 2, 2013 and January 28, 2012, respectively. The Company includes the change in book cash overdrafts in operating cash flows.
Insurance obligations.The Company uses a combination of insurance and self-insurance for a number of risk management activities, including workers’ compensation, general liability, and employee-related health care benefits. The self-insurance and deductible liability is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. Self-insurance and deductible reserves as of February 2, 2013 and January 28, 2012 consisted of the following:

($000)	 	2012	
 	 	2011	
 	
Workers’ compensation	 	$	80,079	
 	 	$	74,773	
 	
General liability	 	30,670	
 	 	27,375	
 	
Medical plans	 	3,451	
 	 	3,220	
 	
Total	 	$	114,200	
 	 	$	105,368	
 	
Workers’ compensation and self-insured medical plan liabilities are included in accrued payroll and benefits, and accruals for general liability are included in accrued expenses and other in the accompanying consolidated balance sheets.
Other long-term liabilities.Other long-term liabilities as of February 2, 2013 and January 28, 2012 consisted of the following:

($000)	 	2012	
 	 	2011	
 	
Deferred compensation	 	$	76,911	
 	 	$	67,459	
 	
Deferred rent	 	62,250	
 	 	59,444	
 	
Income taxes (Note F)	 	82,483	
 	 	53,534	
 	
Tenant improvement allowances	 	23,944	
 	 	21,287	
 	
Other	 	1,227	
 	 	1,901	
 	
Total	 	$	246,815	
 	 	$	203,625	
 	
Lease accounting.When a lease contains “rent holidays” or requires fixed escalations of the minimum lease payments, the Company records rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount charged to expense and the amount payable under the lease is recorded as deferred rent. The Company begins recording rent expense on the lease possession date. Tenant improvement allowances are included in other long-term liabilities and are amortized over the lease term. Changes in tenant improvement allowances are included as a component of operating activities in the consolidated statements of cash flows.
Revenue recognition.The Company recognizes revenue at the point of sale and maintains an allowance for estimated future returns. Sales of stored value cards are deferred until they are redeemed for the purchase of Company merchandise. The Company’s stored value cards do not have expiration dates. Based upon historical redemption rates, a small percentage of stored value cards will never be redeemed, which represents breakage. The Company recognizes income from stored value card breakage as a reduction of operating expenses when redemption by a

32

customer is considered to be remote. Income recognized from breakage was not significant in fiscal 2012, 2011, and 2010.
Sales tax collected is not recognized as revenue and is included in accrued expenses and other.
Allowance for sales returns.An allowance for the gross margin loss on estimated sales returns is included in accrued expenses and other in the consolidated balance sheets. The allowance for sales returns consists of the following:

($000)	 	Beginning balance	 	Additions	
 	 	Returns	
 	 	Ending balance	
Year ended:	 	 	 	 	 	 	 	 	
February 2, 2013	 	$6,426	 	$	680,058	
 	 	$	(679,319	)	 	$7,165	
January 28, 2012	 	$5,869	 	$	606,293	
 	 	$	(605,736	)	 	$6,426	
January 29, 2011	 	$5,344	 	$	558,361	
 	 	$	(557,836	)	 	$5,869	
Store pre-opening.Store pre-opening costs are expensed in the period incurred.
Advertising.Advertising costs are expensed in the period incurred and are included in Selling, general and administrative expenses. Advertising costs for fiscal 2012, 2011, and 2010 were $67.7 million, $59.9 million, and $54.3 million, respectively.
Stock-based compensation.The Company recognizes compensation expense based upon the grant date fair value of all stock-based awards, typically over the vesting period. See Note C for more information on the Company’s stock-based compensation plans.
Taxes on earnings.The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than changes in the tax law or tax rates. ASC 740 also clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s consolidated financial statements and prescribes a recognition threshold of more-likely-than-not, and a measurement standard for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the consolidated financial statements. See Note F.
Treasury stock.The Company records treasury stock at cost. Treasury stock includes shares purchased from employees for tax withholding purposes related to vesting of restricted stock grants.
Earnings per share(“EPS”).The Company computes and reports both basic EPS and diluted EPS. Basic EPS is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the sum of the weighted average number of common shares and dilutive common stock equivalents outstanding during the period. Diluted EPS reflects the total potential dilution that could occur from outstanding equity plan awards, including unexercised stock options and unvested shares of both performance and non-performance based awards of restricted stock.
In fiscal 2012, 2011, and 2010 there were 53,900, 5,900, and 6,400 weighted average shares, respectively, that were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for those years.

33

The following is a reconciliation of the number of shares (denominator) used in the basic and diluted EPS computations:

Shares in (000s)	 	Basic EPS	
 	 	Effect of dilutive
common stock equivalents	
 	 	Diluted EPS	
 	
2012	 	 	 	 	 	 	
Shares	 	219,130	
 	 	3,654	
 	 	222,784	
 	
Amount	 	$	3.59	
 	 	$	(0.06	)	 	$	3.53	
 	
2011	 	 	 	 	 	 	
Shares	 	225,915	
 	 	4,067	
 	 	229,982	
 	
Amount	 	$	2.91	
 	 	$	(0.05	)	 	$	2.86	
 	
2010	 	 	 	 	 	 	
Shares	 	235,641	
 	 	4,164	
 	 	239,805	
 	
Amount	 	$	2.35	
 	 	$	(0.04	)	 	$	2.31	

Sales mix. The Company’s sales mix is shown below for fiscal 2012, 2011, and 2010:

 	2012	
 	 	2011	
 	 	2010	
 	
Ladies	29	%	 	29	%	 	29	%	
Home Accents and Bed and Bath	24	%	 	25	%	 	25	%	
Accessories, Lingerie, Fine Jewelry, and Fragrances	13	%	 	13	%	 	12	%	
Shoes	13	%	 	12	%	 	12	%	
Men's	13	%	 	13	%	 	13	%	
Children's	8	%	 	8	%	 	9	%	
Total	100	%	 	100	%	 	100	%	

Comprehensive income. Comprehensive income includes net earnings and components of other comprehensive income (loss), net of tax, consisting principally of unrealized investment gains or losses.

Note B: Investments and Restricted Investments

The amortized cost and fair value of the Company’s available-for-sale securities as of February 2, 2013 were:

($000)	Amortized
cost	
 	 	Unrealized
gains	
 	 	Unrealized
losses	
 	 	Fair value	
 	 	 	Short-term	
 	 	Long-term	
 	
Investments	 	

 	

 	 	 	
 	
Corporate securities	$	4,715	
 	 	$	468	
 	 	$	(14	)	 	$	5,169	
 	 	 	$	1,013	
 	 	$	4,156	
 	
Mortgage-backed securities	276	
 	 	16	
 	 	—	
 	 	292	
 	 	 	74	
 	 	218	
 	
Total investments	4,991	
 	 	484	
 	 	(14	)	 	5,461	
 	 	 	1,087	
 	 	4,374	

Restricted Investments	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	1,360	
 	 	34	
 	 	—	
 	 	1,394	
 	 	 	1,275	
 	 	119	
 	
U.S. government and agency securities	3,748	
 	 	397	
 	 	—	
 	 	4,145	
 	 	 	—	
 	 	4,145	
 	
Total restricted investments	5,108	
 	 	431	
 	 	—	
 	 	5,539	
 	 	 	1,275	
 	 	4,264	
 	
Total	$	10,099	
 	 	$	915	
 	 	$	(14	)	 	$	11,000	
 	 	 	$	2,362	
 	 	$	8,638	

34

The amortized cost and fair value of the Company's available-for-sale securities as of January 28, 2012 were:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
($000)	Amortized
cost	
 	 	Unrealized
gains	
 	 	Unrealized
losses	
 	 	Fair value	 	 	Short-term	 	Long-term	
Investments	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	$	5,080	
 	 	$	501	
 	 	$	(78	)	 	$	5,503	
 	 	 	$	401	
 	 	$	5,102	
 	
Mortgage-backed securities	728	
 	 	29	
 	 	—	
 	 	757	
 	 	 	257	
 	 	500	
 	
Total investments	5,808	
 	 	530	
 	 	(78	)	 	6,260	
 	 	 	658	
 	 	5,602	

Restricted Investments	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	1,357	
 	 	94	
 	 	—	
 	 	1,451	
 	 	 	—	
 	 	1,451	
 	
U.S. government and agency securities	3,769	
 	 	431	
 	 	—	
 	 	4,200	
 	 	 	—	
 	 	4,200	
 	
Total restricted investments	5,126	
 	 	525	
 	 	—	
 	 	5,651	
 	 	 	—	
 	 	5,651	
 	
Total	$	10,934	
 	 	$	1,055	
 	 	$	(78	)	 	$	11,911	
 	 	 	$	658	
 	 	$	11,253	

Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. This fair value hierarchy also requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Corporate, U.S. government and agency, and mortgage-backed securities are classified within Level 1 or Level 2 because these securities are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

Investments and restricted investments measured at fair value at February 2, 2013 are summarized below:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Fair Value Measurements at Reporting Date	 	
 	February 2,
2013	
 	 	Quoted prices in
active markets for
identical assets	
 	 	Significant
other
observable
inputs	
 	 	Significant
unobservable
inputs	
 	 	
($000)	 	 	 	(Level 1)	
 	 	(Level 2)	
 	 	(Level 3)	
 	 	 	 	
Investments	 	 	 	 	 	 	 	 	 	 	
Corporate securities	$	5,169	
 	 	$	—	
 	 	$	5,169	
 	 	$	—	
 	 	 	 	
Mortgage-backed securities	292	
 	 	—	
 	 	292	
 	 	—	
 	 	 	 	
Total investments	5,461	
 	 	—	
 	 	5,461	
 	 	—	

Restricted Investments	 	 	 	 	 	 	 	 	 	 	
Corporate securities	1,394	
 	 	—	
 	 	1,394	
 	 	—	
 	 	 	 	
U.S. government and agency securities	4,145	
 	 	4,145	
 	 	—	
 	 	—	
 	 	 	 	
Total restricted investments	5,539	
 	 	4,145	
 	 	1,394	
 	 	—	
 	 	 	 	
Total	$	11,000	
 	 	$	4,145	
 	 	$	6,855	
 	 	$	—	

35

Investments and restricted investments measured at fair value at January 28, 2012 are summarized below:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Fair Value Measurements at Reporting Date	 	
 	January 28,
2012	
 	 	Quoted prices in
active markets for
identical assets	
 	 	Significant
other
observable
inputs	
 	 	Significant
unobservable
inputs	
 	 	
($000)	 	 	 	(Level 1)	
 	 	(Level 2)	
 	 	(Level 3)	
 	 	 	 	
Investments	 	 	 	 	 	 	 	 	 	 	
Corporate securities	$	5,503	
 	 	$	—	
 	 	$	5,503	
 	 	$	—	
 	 	 	 	
Mortgage-backed securities	757	
 	 	—	
 	 	757	
 	 	—	
 	 	 	 	
Total investments	6,260	
 	 	—	
 	 	6,260	
 	 	—	
 	 	 	 	
Restricted Investments	 	 	 	 	 	 	 	 	 	 	
Corporate securities	1,451	
 	 	—	
 	 	1,451	
 	 	—	
 	 	 	 	
U.S. government and agency securities	4,200	
 	 	4,200	
 	 	—	
 	 	—	
 	 	 	 	
Total restricted investments	5,651	
 	 	4,200	
 	 	1,451	
 	 	—	
 	 	 	 	
Total	$	11,911	
 	 	$	4,200	
 	 	$	7,711	
 	 	$	—	

The future maturities of investment and restricted investment securities at February 2, 2013 were:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Investments	 	Restricted Investments	
($000)	Cost basis	
 	 	Estimated fair value	
 	 	Cost basis	
 	 	Estimated fair value	
 	
Maturing in one year or less	$	1,073	
 	 	$	1,087	
 	 	$	1,250	
 	 	$	1,275	
 	
Maturing after one year through five years	2,818	
 	 	3,036	
 	 	953	
 	 	1,063	
 	
Maturing after five years through ten years	1,100	
 	 	1,338	
 	 	2,905	
 	 	3,201	
 	
Total	$	4,991	
 	 	$	5,461	
 	 	$	5,108	
 	 	$	5,539	

The underlying assets in the Company’s non-qualified deferred compensation program totaling $76.9 million and $67.5 million as of February 2, 2013 and January 28, 2012, respectively (included in other long-term assets and in other long-term liabilities) primarily consist of participant-directed money market, stable value, stock, and bond funds. The fair value measurement for funds with quoted market prices in active markets (Level 1) totaled $65.9 million and $57.8 million, as of February 2, 2013 and January 28, 2012, respectively. The fair value measurement for funds without quoted market prices in active markets (Level 2) totaled $11.0 million and $9.7 million, as of February 2, 2013 and January 28, 2012, respectively. Fair market value for these Level 2 funds is considered to be the sum of participant funds invested under a group annuity contract plus accrued interest.

Note C: Stock-Based Compensation

For fiscal 2012, 2011, and 2010, the Company recognized stock-based compensation expense as follows:

 	 	 	 	 	 	 	 	 	 	 	 	
($000)	2012	
 	 	2011	
 	 	2010	
 	
Restricted stock	$	29,191	
 	 	$	22,994	
 	 	$	22,387	
 	
Performance awards	17,872	
 	 	15,944	
 	 	11,641	
 	
ESPP	1,889	
 	 	1,466	
 	 	2,523	
 	
Total	$	48,952	
 	 	$	40,404	
 	 	$	36,551	
 	
Capitalized stock-based compensation cost was not significant in any year.

36

No stock options were granted during fiscal 2012, 2011, and 2010. The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date. At February 2, 2013 , the Company had one stock-based compensation plan, which is further described in Note H.

Total stock-based compensation recognized in the Company's Consolidated Statements of Earnings for fiscal 2012, 2011, and 2010 is as follows:

 	 	 	 	 	 	 	 	 	 	 	 	
Statements of Earnings Classification ($000)	2012	
 	 	2011	
 	 	2010	
 	
Cost of goods sold	$	22,915	
 	 	$	17,670	
 	 	$	15,665	
 	
Selling, general and administrative	26,037	
 	 	22,734	
 	 	20,886	
 	
Total	$	48,952	
 	 	$	40,404	
 	 	$	36,551	

Note D: Debt

Senior notes.The Company has two series of unsecured senior notes with various institutional investors for $150 million. The Series A notes totaling $85 million are due in December 2018 and bear interest at a rate of 6.38%. The Series B notes totaling $65 million are due in December 2021 and bear interest at a rate of 6.53%. The fair value of these notes as of February 2, 2013 of approximately $175 million is estimated by obtaining comparable market quotes which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance. The senior notes are subject to prepayment penalties for early payment of principal.

Revolving credit facility. In June 2012, the Company amended its existing $600 million unsecured revolving credit facility. The amended 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 112.5 basis points) and is payable upon maturity but not less than quarterly. The Company had no borrowings outstanding or standby letters of credit issued under this facility as of February 2, 2013. As of February 2, 2013, the Company’s $600 million credit facility remains in place and available.

At January 28, 2012, the Company had a $600 million unsecured, revolving credit facility. Interest pricing on this facility was LIBOR plus 150 basis points and contained a $300 million sublimit for issuance of standby letters of credit. At January 28, 2012, the Company had no borrowings outstanding or standby letters of credit issued under this facility.

Borrowings under the credit facility and the senior notes are subject to certain 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. As of February 2, 2013, the Company was in compliance with these covenants.
Standby letters of credit and collateral trust. The Company uses both standby letters of credit outside of its revolving credit facility and a trust to collateralize its insurance obligations. As of February 2, 2013 and January 28, 2012, the Company had $33.8 million and $45.5 million, respectively in standby letters of credit and $34.9 million and $21.3 million, respectively in a collateral trust. The standby letters of credit are collateralized by restricted cash and cash equivalents, and the collateral trust consists of restricted cash, cash equivalents, and investments.
Trade letters of credit. The Company had $38.0 million and $39.9 million in trade letters of credit outstanding at February 2, 2013 and January 28, 2012, respectively.

Note E: Leases
The Company leases all but three of its store sites with original, non-cancelable terms that in general range from three to ten years. Store leases typically contain provisions for three to four renewal options of five years each. Most store leases also provide for minimum annual rentals and for payment of certain expenses. In addition, some store leases also have provisions for additional rent based on a percentage of sales.
The Company has lease arrangements for certain equipment in its stores for its point-of-sale (“POS”) hardware and software systems. These leases are accounted for as operating leases for financial reporting purposes. The initial terms of these leases are either two or three years and the Company typically has options to renew the leases for two to three one-year periods. Alternatively, the Company may purchase or return the equipment at the end of the initial

37

or each renewal term. The Company’s obligation under the residual value guarantee at the end of the respective lease terms is $0.6 million.
The Company also leases a 1.3 million square foot distribution center in Perris, California. The land and building for this distribution center are financed by the lessor under a $70 million, 10-year synthetic lease facility that expires in July 2013. Rent expense on this distribution center is payable monthly at a fixed annual rate of 5.8% on the lease balance of $70 million. At the end of the lease term, the Company must refinance the distribution facility, purchase it at the amount of the then-outstanding lease balance, or sell it to a third party. If the distribution center is sold to a third party for less than $70 million, the Company has agreed under a residual value guarantee to pay the lessor any shortfall amount up to $56 million. The Company's synthetic lease agreement includes a prepayment penalty for early payoff of the lease. The Company intends to purchase this distribution center at the expiration of the lease in 2013. The $70 million obligation is included in Residual value guarantees in the table below.
The Company has also recognized a liability and corresponding asset for the inception date estimated fair values of the distribution center and POS synthetic lease residual value guarantees. As of February 2, 2013 the Company had approximately $0.5 million of residual value guarantee asset and liability. These residual value guarantees are amortized on a straight-line basis over the original terms of the leases. The current portion of the related asset and liability is recorded in prepaid expenses and other, and accrued expenses and other, respectively, and the long-term portion of the related assets and liabilities is recorded in other long-term assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets.
The synthetic lease facilities described above, as well as the Company’s revolving credit facility and senior notes, have covenant restrictions requiring the Company to maintain certain interest coverage and other financial ratios. In addition, the interest rates under the revolving credit facility may vary depending on the Company’s actual interest coverage ratios. As of February 2, 2013, the Company was in compliance with these covenants.
The Company leases three warehouses. Two of the warehouses are in Carlisle, Pennsylvania with leases expiring in 2014 and 2016. The third warehouse is in Fort Mill, South Carolina, with a lease expiring in 2016. The leases for all three of these warehouses contain renewal provisions. The Company also owns a 423,000 square foot warehouse in Fort Mill, South Carolina and a 449,000 square foot warehouse in Riverside, California. All five of these warehouses are used to store the Company’s packaway inventory. The Company also leases a 10-acre parcel that has been developed for trailer parking adjacent to its Perris, California distribution center.
The Company leases approximately 192,000 square feet of office space for its corporate headquarters in Pleasanton, California, under several facility leases. The terms for these leases expire between 2014 and 2015 and contain renewal provisions.
The Company leases approximately 265,000 and 52,000 square feet of office space for its New York City and Los Angeles buying offices, respectively. The lease terms for these facilities expire in 2022 and 2017, respectively, and contain renewal provisions.
The aggregate future minimum annual lease payments under leases in effect at February 2, 2013 are as follows:

($000)	 	Operating leases	
 	 	Synthetic leases	
 	 	Residual value guarantees	
 	 	Total leases	
 	
2013	 	$	387,536	
 	 	$	2,661	
 	 	$	70,451	
 	 	$	460,648	
 	
2014	 	404,164	
 	 	10	
 	 	183	
 	 	404,357	
 	
2015	 	349,636	
 	 	—	
 	 	—	
 	 	349,636	
 	
2016	 	290,266	
 	 	—	
 	 	—	
 	 	290,266	
 	
2017	 	236,335	
 	 	—	
 	 	—	
 	 	236,335	
 	
Thereafter	 	470,520	
 	 	—	
 	 	—	
 	 	470,520	
 	
Total minimum lease payments	 	$	2,138,457	
 	 	$	2,671	
 	 	$	70,634	
 	 	$	2,211,762	

Total rent expense for all leases was $406.6 million, $380.0 million, and $360.4 million in fiscal 2012, 2011, and 2010, respectively.

38

Note F: Taxes on Earnings
The provision for income taxes consisted of the following:

($000)	 	2012	
 	 	2011	
 	 	2010	
 	
Current	 	 	 	 	 	 	
Federal	 	$	485,882	
 	 	$	343,550	
 	 	$	329,723	
 	
State	 	31,227	
 	 	30,702	
 	 	30,478	
 	
 	 	517,109	
 	 	374,252	
 	 	360,201	
 	
Deferred	 	 	 	 	 	 	
Federal	 	(37,178	)	 	25,383	
 	 	(11,139	)	
State	 	(1,850	)	 	(3,661	)	 	(6,838	)	
 	 	(39,028	)	 	21,722	
 	 	(17,977	)	
Total	 	$	478,081	
 	 	$	395,974	
 	 	$	342,224	
 	
In fiscal 2012, 2011, and 2010, the Company realized tax benefits of $30.0 million, $19.0 million and $15.4 million, respectively, related to employee equity programs that were credited to additional paid-in capital.
The provision for taxes for financial reporting purposes is different from the tax provision computed by applying the statutory federal income tax rate. Differences are as follows:

 	 	2012	
 	 	2011	
 	 	2010	
 	
Federal income taxes at the statutory rate	 	35	%	 	35	%	 	35	%	
State income taxes (net of federal benefit) and other, net	 	3	%	 	3	%	 	3	%	
Total	 	38	%	 	38	%	 	38	%	

39

The components of deferred income taxes at February 2, 2013 and January 28, 2012 are as follows:

($000)	 	2012	
 	 	2011	
 	
Deferred Tax Assets	 	 	 	 	
Accrued liabilities	 	$	72,266	
 	 	$	43,215	
 	
Deferred compensation	 	28,040	
 	 	34,736	
 	
Stock-based compensation	 	28,781	
 	 	16,969	
 	
Deferred rent	 	16,984	
 	 	13,115	
 	
California franchise taxes	 	13,376	
 	 	11,286	
 	
Employee benefits	 	18,315	
 	 	10,074	
 	
Other	 	3,686	
 	 	3,260	
 	
 	 	181,448	
 	 	132,655	
 	
Deferred Tax Liabilities	 	 	 	 	
Depreciation	 	(210,343	)	 	(199,119	)	
Merchandise inventory	 	(18,802	)	 	(20,129	)	
Supplies	 	(9,766	)	 	(9,024	)	
Prepaid expenses	 	(6,431	)	 	(7,305	)	
 	 	(245,342	)	 	(235,577	)	
Net Deferred Tax Liabilities	 	$	(63,894	)	 	$	(102,922	)	
 	 	 	 	 	
Classified as:	 	 	 	 	
Current net deferred tax asset	 	$	20,407	
 	 	$	5,598	
 	
Long-term net deferred tax liability	 	(84,301	)	 	(108,520	)	
Net Deferred Tax Liabilities	 	$	(63,894	)	 	$	(102,922	)	
The changes in amounts of unrecognized tax benefits (gross of federal tax benefits and excluding interest) at fiscal 2012, 2011, and 2010 are as follows:

($000)	 	2012	
 	 	2011	
 	 	2010	
 	
Unrecognized tax benefits - beginning of year	 	$	56,524	
 	 	$	43,990	
 	 	$	33,349	
 	
Gross increases:	 	 	 	 	 	 	
Tax positions in current period	 	11,009	
 	 	9,245	
 	 	8,957	
 	
Tax positions in prior period	 	4,167	
 	 	12,193	
 	 	4,343	
 	
Gross decreases:	 	 	 	 	 	 	
Tax positions in prior periods	 	(1,476	)	 	(4,491	)	 	—	
 	
Lapse of statute limitations	 	(1,312	)	 	(682	)	 	(1,348	)	
Settlements	 	(3,245	)	 	(3,731	)	 	(1,311	)	
Unrecognized tax benefits - end of year	 	$	65,667	
 	 	$	56,524	
 	 	$	43,990	
 	
At the end of fiscal 2012 and 2011, the reserves for unrecognized tax benefits were $82.5 million and $72.4 million  inclusive of $16.8 million and $15.9 million of related interest, respectively. The Company accounts for interest and penalties related to unrecognized tax benefits as a part of its provision for taxes on earnings. If recognized, $42.1 million would impact the Company’s effective tax rate. The difference between the total amount of unrecognized tax benefits and the amounts that would impact the effective tax rate relates to amounts attributable to deferred income tax assets and liabilities. These amounts are net of federal and state income taxes.
During the next twelve months, it is reasonably possible that the statute of limitations may lapse pertaining to positions taken by the Company in prior year tax returns. If this occurs, the total amount of unrecognized tax benefits may decrease, reducing the provision for taxes on earnings by up to $1.5 million.

40

The Company is generally open to audit by the Internal Revenue Service under the statute of limitations for fiscal years 2009 through 2012. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years 2008 through 2012. Certain state tax returns are currently under audit by state tax authorities. The Company does not expect the results of these audits to have a material impact on the consolidated financial statements.

Note G: Employee Benefit Plans
The Company has a defined contribution plan that is available to certain employees. Under the plan, employee and Company contributions and accumulated plan earnings qualify for favorable tax treatment under Section 401(k) of the Internal Revenue Code. This plan permits employees to make contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches up to 4% of the employee’s salary up to the plan limits. Company matching contributions to the 401(k) plan were $9.4 million, $8.7 million, and $8.2 million in fiscal 2012, 2011, and 2010, respectively.
The Company also has an Incentive Compensation Plan which provides cash awards to key management and employees based on Company and individual performance.
The Company also makes available to management a Non-qualified Deferred Compensation Plan which allows management to make payroll contributions on a pre-tax basis in addition to the 401(k) plan. Other long-term assets include $76.9 million and $67.5 million at February 2, 2013 and January 28, 2012, respectively, of long-term plan investments, at market value, set aside or designated for the Non-qualified Deferred Compensation Plan (See Note B). Plan investments are designated by the participants, and investment returns are not guaranteed by the Company. The Company has a corresponding liability to participants of $76.9 million and $67.5 million at February 2, 2013 and January 28, 2012, respectively, included in other long-term liabilities in the consolidated balance sheets.
In addition, the Company has certain individuals who receive or will receive post-employment medical benefits. The estimated liability for these benefits of $6.6 million and $5.7 million is included in accrued liabilities and other in the accompanying consolidated balance sheets as of February 2, 2013 and January 28, 2012, respectively.
Note H: 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

41

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

42

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.
Note I: Related Party Transactions
The Company has a consulting agreement with Norman Ferber, its Chairman of the Board of Directors, under which the Company pays him an annual consulting fee of $1.3 million through May 2016. In addition, the agreement provides for administrative support and health and other benefits for the individual and his dependents, which totaled approximately $0.3 million in fiscal 2012 and $0.2 million in 2011 and 2010, along with amounts to cover premiums through May 2016 on a life insurance policy with a death benefit of $2.0 million. On termination of Mr. Ferber’s consultancy with the Company, the Company will pay Mr. Ferber $75,000 per year for a period of 10 years.
Note J: Litigation, Claims, and Assessments
Like many California retailers, the Company has been named in class action lawsuits alleging violation of wage and hour and other employment laws. Class action litigation remains pending as of February 2, 2013.
The Company is also party to various other legal and regulatory proceedings arising in the normal course of business. Actions filed against the Company 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 the Company violated state or federal laws. Actions against the Company are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties.
In the opinion of management, the resolution of pending class action litigation and other currently pending legal proceedings is not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

43

Note K: Quarterly Financial Data (Unaudited)
Summarized quarterly financial information for fiscal 2012 and 2011 is presented in the tables below.
Year ended February 2, 2013:

 	 	Quarter Ended	 	 	
($000, except per share data)	 	April 28, 2012	
 	 	July 28, 2012	
 	 	October 27, 2012	
 	 	February 2, 2013	
 	³	
Sales	 	$	2,356,841	
 	 	$	2,340,855	
 	 	$	2,262,723	
 	 	$	2,760,646	

Cost of goods sold	 	1,679,127	
 	 	1,689,643	
 	 	1,648,997	
 	 	1,993,661	
 	 	 	
Selling, general and administrative	 	337,811	
 	 	352,089	
 	 	357,983	
 	 	390,003	
 	 	 	
Interest expense, net	 	2,232	
 	 	2,086	
 	 	1,643	
 	 	946	
 	 	 	
Total costs and expenses	 	2,019,170	
 	 	2,043,818	
 	 	2,008,623	
 	 	2,384,610	
 	 	 	
Earnings before taxes	 	337,671	
 	 	297,037	
 	 	254,100	
 	 	376,036	
 	 	 	
Provision for taxes on earnings	 	129,058	
 	 	115,013	
 	 	94,576	
 	 	139,434	
 	 	 	
Net earnings	 	$	208,613	
 	 	$	182,024	
 	 	$	159,524	
 	 	$	236,602	

 	 	 	 	 	 	 	 	 	 	 	
Earnings per share – basic 1	 	$	0.94	
 	 	$	0.83	
 	 	$	0.73	
 	 	$	1.09	
 	 	 	
Earnings per share – diluted 1	 	$	0.93	
 	 	$	0.81	
 	 	$	0.72	
 	 	$	1.07	
 	 	 	
Cash dividends declared per share	 	 	 	 	 	 	 	 	 	 	
on common stock	 	$	—	
 	 	$	0.14	
 	 	$	0.14	
 	 	$	0.31	
 	2 	
Stock price	 	 	 	 	 	 	 	 	 	 	
High	 	$	62.22	
 	 	$	69.23	
 	 	$	69.98	
 	 	$	61.15	
 	 	 	
Low	 	$	50.70	
 	 	$	60.35	
 	 	$	60.32	
 	 	$	52.39	

 	
 	
1 Quarterly EPS results may not equal full year amounts due to rounding.	
2 Includes $.14 per share dividend declared in November 2012 and $.17 per share dividend declared in January 2013.	
³ The quarter ended February 2, 2013 was a 14-week quarter; all other quarters presented were 13 weeks.	

44

Year ended January 28, 2012:

 	 	Quarter Ended	 	 	
($000, except per share data)	 	April 30, 2011	
 	 	July 30, 2011	
 	 	October 29, 2011	
 	 	January 28, 2012	
 	 	 	
Sales	 	$	2,074,576	
 	 	$	2,089,410	
 	 	$	2,046,427	
 	 	$	2,397,878	

Cost of goods sold	 	1,481,206	
 	 	1,524,307	
 	 	1,490,213	
 	 	1,745,034	
 	 	 	
Selling, general and administrative	 	309,160	
 	 	320,885	
 	 	332,226	
 	 	341,794	
 	 	 	
Interest expense, net	 	2,495	
 	 	2,569	
 	 	2,565	
 	 	2,693	
 	 	 	
Total costs and expenses	 	1,792,861	
 	 	1,847,761	
 	 	1,825,004	
 	 	2,089,521	
 	 	 	
Earnings before taxes	 	281,715	
 	 	241,649	
 	 	221,423	
 	 	308,357	
 	 	 	
Provision for taxes on earnings	 	108,742	
 	 	93,373	
 	 	77,454	
 	 	116,405	
 	 	 	
Net earnings	 	$	172,973	
 	 	$	148,276	
 	 	$	143,969	
 	 	$	191,952	

 	 	 	 	 	 	 	 	 	 	 	
Earnings per share – basic 1,2	 	$	0.75	
 	 	$	0.65	
 	 	$	0.64	
 	 	$	0.86	
 	 	 	
Earnings per share – diluted 1,2	 	$	0.74	
 	 	$	0.64	
 	 	$	0.63	
 	 	$	0.85	
 	 	 	
Cash dividends declared per share	 	 	 	 	 	 	 	 	 	 	
on common stock1	 	$	—	
 	 	$	0.11	
 	 	$	0.11	
 	 	$	0.25	
 	³	
Stock price1	 	 	 	 	 	 	 	 	 	 	
High	 	$	37.01	
 	 	$	41.32	
 	 	$	44.20	
 	 	$	52.38	
 	 	 	
Low	 	$	32.43	
 	 	$	36.68	
 	 	$	34.25	
 	 	$	42.67	

 	
 	
1 All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.	
2 Quarterly EPS results may not equal full year amounts due to rounding.	
3 Includes $.11 per share dividend declared in November 2011 and $.14 per share dividend declared in January 2012.	

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Ross Stores, Inc.
Pleasanton, California

We have audited the accompanying consolidated balance sheets of Ross Stores, Inc. and subsidiaries (the “Company”) as of February 2, 2013 and January 28, 2012, and the related consolidated statements of earnings, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended February 2, 2013. We also have audited the Company's internal control over financial reporting as of February 2, 2013, based on criteria established in  Internal Control - Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 2, 2013 and January 28, 2012, and the results of their operations and their cash flows for each of the three years in the period ended February 2, 2013, in conformity with generally accepted accounting principles in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 2, 2013, based on the criteria established in  Internal Control - Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 /s/DELOITTE & TOUCHE LLP

San Francisco, California
April 2, 2013 

46

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our “disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)), as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at that reasonable assurance level as of the end of the period covered by this report.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control — Integrated Framework . Based on our evaluation under the framework in Internal Control — Integrated Framework , our management concluded that our internal control over financial reporting was effective as of February 2, 2013.
Our internal control over financial reporting as of February 2, 2013 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 April 2, 2013, which is included in Item 8 in this Annual Report on Form 10-K.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Quarterly Evaluation of Changes in Internal Control Over Financial Reporting

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 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that there was no such change during the fourth fiscal quarter.

ITEM 9B. OTHER INFORMATION
None

47

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 22, 2013 (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.” We have not made any material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors. Information required by Item 407(d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement under the section entitled “Information Regarding Nominees and Incumbent Directors” under the caption “Audit Committee.”
Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Company's Chief Executive Officer, Chief Merchandising Officer, Chief Development Officer, Chief Operating Officer, Chief Financial Officer, Deputy Chief Financial Officer, Controller, Assistant Controller, Vice President Finance, Assistant Treasurer, Investor and Media Relations personnel, and other positions that may be designated by the Company. This Code of Ethics is posted on our corporate website (www.rossstores.com) under Corporate Governance in the Investors Section. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any future amendments to, or waivers from, our Code of Ethics for Senior Financial Officers by posting any changed version on the same corporate website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement entitled “Compensation of Directors” and “Executive Compensation” under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “All Other Compensation,” “Perquisites,” “Discussion of Summary Compensation,” “Grants of Plan-Based Awards During Fiscal Year,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Non-Qualified Deferred Compensation,” and “Potential Payments Upon Termination or Change in Control.”
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K are incorporated herein by reference to the sections of the Proxy Statement entitled “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

48

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity compensation plan information. The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of February 2, 2013:

Shares in (000s)	 	(a)
Number of securities
to be issued upon
exercise of
outstanding options and rights	
 	 	(b)
Weighted average
exercise price per
share of outstanding options and rights	 	(c)
Number of securities
remaining available for
future issuance
(excluding securities reflected in column (a)) 1	
 	 	
Equity compensation plans	 	 	 	 	 	 	 	
approved by security holders	 	1,660	
 	2 	$14.00	 	8,268	
 	3 	
Equity compensation plans not	 	 	 	 	 	 	 	
approved by security holders4	 	264	
 	 	$12.60	 	—	
 	 	
Total	 	1,924	
 	 	$13.79	 	8,268	

1 After approval by stockholders of the 2008 Equity Incentive Plan in May 2008, any shares remaining available for grant in the share reserves of
the 2004 Equity Incentive Plan, 1992 Stock Option Plan, the 2000 Equity Plan, the 1991 Outside Directors Stock Option Plan, and the 1988 Restricted Stock Plan were automatically canceled.

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

3  Includes 1,066,000 shares reserved for issuance under the Employee Stock Purchase Plan and 7,202,000 shares reserved for issuance under the 2008 Equity Incentive Plan.

4  Represents shares reserved for options granted under the prior 2000 Equity Incentive Plan, which was approved by the Company’s Board of Directors in March 2000.
The information required by Item 403 of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled "Stock Ownership of Certain Beneficial Owners and Management."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Items 404 and 407(a) of Regulation S-K are 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.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning principal accountant fees and services will appear in the Proxy Statement in the Ross Stores, Inc. Board of Directors Audit Committee Report under the caption “Summary of Audit, Audit-Related, Tax and All Other Fees.” Such information is incorporated herein by reference.

49

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following consolidated financial statements, schedules, and exhibits are filed as part of this report or are incorporated herein as indicated:
 	 	
1.	    List of Consolidated Financial Statements.	
The following consolidated financial statements are included herein under Item 8:
Consolidated Statements of Earnings for the years ended February 2, 2013, January 28, 2012, and January 29, 2011.
Consolidated Statements of Comprehensive Income for the years ended February 2, 2013, January 28, 2012, and January 29, 2011.
Consolidated Balance Sheets at February 2, 2013 and January 28, 2012.
Consolidated Statements of Stockholders' Equity for the years ended February 2, 2013, January 28, 2012, and January 29, 2011.
Consolidated Statements of Cash Flows for the years ended February 2, 2013, January 28, 2012, and January 29, 2011.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.
2.    List of Consolidated Financial Statement Schedules.
Schedules are omitted because they are not required, not applicable, or such information is included in the consolidated financial statements or notes thereto which are included in this Report.
3.    List of Exhibits (in accordance with Item 601 of Regulation S-K).
Incorporated herein by reference to the list of Exhibits contained in the Exhibit Index within this Report.

50

SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	 	 	 	
 	 	ROSS STORES, INC.	
 	 	  (Registrant)	
 	 	 	 	
 	 	By: 	/s/Michael Balmuth	
Date:	April 2, 2013	 	Michael Balmuth	
 	 	 	Vice Chairman and	
 	 	 	Chief Executive Officer	

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	     	Title	     	Date	
/s/Michael Balmuth	 	Vice Chairman and	 	April 2, 2013	
Michael Balmuth	 	Chief Executive Officer, Director	 	 	
 	
/s/J. Call	 	Group Senior Vice President, Chief Financial Officer,	 	April 2, 2013	
John G. Call	 	Principal Accounting Officer and Corporate Secretary	 	 	
 	
/s/Norman A. Ferber	 	Chairman of the Board, Director	 	April 2, 2013	
Norman A. Ferber	 	 	 	 	
 	
/s/K. Gunnar Bjorklund	 	Director	 	April 2, 2013	
K. Gunnar Bjorklund	 	 	 	 	
 	
/s/Michael J. Bush	 	Director	 	April 2, 2013	
Michael J. Bush	 	 	 	 	
 	
/s/Sharon D. Garrett	 	Director	 	April 2, 2013	
Sharon D. Garrett	 	 	 	 	
 	
/s/G. Orban	 	Director	 	April 2, 2013	
George P. Orban	 	 	 	 	
 	
/s/Larry S. Peiros	 	Director	 	April 2, 2013	
Lawrence S. Peiros	 	 	 	 	
 	
/s/G. L. Quesnel	 	Director	 	April 2, 2013	
Gregory L. Quesnel	 	 	 	 	

51

INDEX TO EXHIBITS

Exhibit	 	
Number	Exhibit	
3.1	Amendment of Certificate of Incorporation dated May 21, 2004 and Amendment of Certificate of Incorporation dated June 5, 2002 and Corrected First Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 31, 2004.	
 	 	
3.2	Amendment of Certificate of Incorporation dated July 18, 2011 incorporated by reference to Exhibit 3.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2011.	
 	 	
3.3	Amended and Restated Bylaws of Ross Stores, Inc. as amended, January 23, 2013.	
 	 	
4.1	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.	
 	 	
10.1	Lease dated July 23, 2003 of Certain Property located in Perris, California, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2003.	
 	 	
10.2	Revolving Credit Agreement dated March 3, 2011, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.	
 	 	
10.3	Amendment No. 1 to Revolving Credit Agreement dated June 27, 2012, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 28, 2012.	

MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.4 - 10.42)	
 	 	
10.4	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.	
 	 	
10.5	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.	
 	 	
10.6	Ross Stores, Inc. 2000 Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2000.	
 	 	
10.7	Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan dated November 20, 2007 incorporated by reference to Exhibit 10.6 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2008.	
 	 	
10.8	Amended and Restated Ross Stores, Inc. 1991 Outside Directors Stock Option Plan, as amended through January 30, 2003, incorporated by reference to Exhibit 10.9 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2003.	
 	 	
10.9	Ross Stores Executive Medical Plan, incorporated by reference to Exhibit 10.9 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 1999.	
 	 	
10.10	Ross Stores Executive Dental Plan, incorporated by reference to Exhibit 10.10 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 1999.	

52

 	
 	 	
10.11	Third Amended and Restated Ross Stores, Inc. Non-Qualified Deferred Compensation Plan effective December 31, 2008 incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.	
 	
10.12	Ross Stores, Inc. Second Amended and Restated Incentive Compensation Plan, incorporated by reference to the appendix to the Definitive Proxy Statement on Schedule 14A filed by Ross Stores, Inc. on April 12, 2006.	
 	
10.13	Ross Stores, Inc. 2004 Equity Incentive Plan, incorporated by reference to Exhibit 99 to the Definitive Proxy Statement on Schedule 14A filed by Ross Stores, Inc. on April 15, 2004.	
 	
10.14	First Amendment to the Ross Stores, Inc. 2004 Equity Incentive Plan, effective May 17, 2005, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2005.	
 	
10.15	Second Amendment to the Ross Stores, Inc. 2004 Equity Incentive Plan effective March 22, 2007 incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2007.	
 	
10.16	Form of Stock Option Agreement for Non-Employee Directors for options granted pursuant to Ross Stores, Inc. 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2005.	
 	
10.17	Ross Stores, Inc. 2008 Equity Incentive Plan, as Amended Through March 18, 2009 incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.	
 	
10.18	Form of Nonemployee Director Equity Notice of Grant of Restricted Stock and Restricted Stock Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.	
 	 	
10.19	Form of Nonemployee Director Equity Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.3 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.	
               	 	
10.20	Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.4 to the Form 8- K filed by Ross Stores, Inc. on May 23, 2008.	
 	
10.21	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.5 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.	
 	
10.22	Form of Notice of Grant of Stock Option and Stock Option Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.7 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.	
 	
10.23	Ross Stores, Inc. Restricted Stock Agreement incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.	
 	 	
10.24	Ross Stores, Inc. Restricted Stock Agreement for Nonemployee Director incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.	
 	 	
10.25	Form of Notice of Grant of Performance Shares and Performance Share Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2011.	

53

 	
 	 	
10.26	Form of Indemnity Agreement between Ross Stores, Inc. for Directors and Executive Officers.	
 	 	
10.27	Forms of Executive Employment Agreement between Ross Stores, Inc. and Executives, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.	
 	 	
10.28	Amended Independent Contractor Consultancy Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.52 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 28, 2012.	
 	 	
10.29	Amended Retirement Benefits Package Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.53 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 28, 2012.	
 	 	
10.30	Employment Agreement effective May 31, 2001 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 4, 2001.	
 	 	
10.31	First Amendment to the Employment Agreement effective January 30, 2003 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2003.	
               	 	
10.32	Second Amendment to the Employment Agreement effective May 18, 2005 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2005.	
 	
10.33	Restated Third Amendment to the Employment Agreement executed December 29, 2008 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.42 to the Form 10-K filed by Ross Stores, Inc. for its year ended January 30, 2010.	
 	
10.34	Fourth Amendment to the Employment Agreement effective June 9, 2009 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.10 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, 2009, and to Exhibit A-1 included in Exhibit 10.36 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.	
 	
10.35	Fifth Amendment to the Employment Agreement effective April 23, 2010 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.	
 	
10.36	Sixth Amendment to the Employment Agreement effective June 1, 2011 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2011.	
 	
10.37	Employment Agreement dated August 15, 2012 and effective June 1, 2012 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 27, 2012.	
 	 	
10.38	Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement pursuant to the Ross Stores, Inc. 2008 Equity Incentive Plan to Michael Balmuth on August 15, 2012, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 27, 2012.	
 	
10.39	Executive Employment Agreement effective March 16, 2011 between Barbara Rentler and Ross Stores, Inc., incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.	

54

 	
 	 	
10.40	Executive Employment Agreement effective February 6, 2012 between John G. Call and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 28, 2012.	
 	
10.41	Executive Employment Agreement effective March 16, 2011 between Michael O’Sullivan and Ross Stores, Inc., incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.	
 	 	
10.42	Executive Employment Agreement effective March 16, 2011 between James Fassio and Ross Stores, Inc., incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.	
                    	 	
21	Subsidiaries.	
 	 	
23	Consent of Independent Registered Public Accounting Firm.	
 	 	
31.1	Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).	
 	 	
31.2	Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).	
 	 	
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.	
 	 	
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.	
 	 	
101.INS	XBRL Instance Document	
 	 	
101.SCH	XBRL Taxonomy Extension Schema	
 	 	
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	
 	 	
101.DEF	XBRL Taxonomy Extension Definition Linkbase	
 	 	
101.LAB	XBRL Taxonomy Extension Label Linkbase	
 	 	
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	

55

EXHIBIT 3.3

AMENDED AND RESTATED
BYLAWS
OF
ROSS STORES, INC.
A Delaware Corporation

As amended, January 23, 2013

 

EXHIBIT 3.3

TABLE OF CONTENTS
Page

ARTICLE I STOCKHOLDERS	1	

Section 1.	Annual Meeting	1	
 	
Section 2.	Special Meetings	1	
 	
Section 3.	Notice of Meetings	4	
 	
Section 4.	Quorum	4	
 	
Section 5.	Conduct of the Stockholders’ Meeting	5	
 	
Section 6.	Conduct of Business	5	
 	
Section 7.	Notice of Stockholder Business	5	
 	
Section 8.	Disclosure Requirements	7	
 	
Section 9.	Proxies and Voting	10	
 	
Section 10.	Stock List	11	

ARTICLE II BOARD OF DIRECTORS	12	

Section 1.	Number and Term of Office	12	
 	
Section 2.	Vacancies and Newly Created Directorships	12	
 	
Section 3.	Removal	12	
 	
Section 4.	Regular Meetings	13	
 	
Section 5.	Special Meetings	13	
 	
Section 6.	Quorum	13	
 	
Section 7.	Participation in Meetings by Conference Telephone	13	
 	
Section 8.	Conduct of Business	13	
 	
Section 9.	Powers	13	
 	
Section 10.	Compensation of Directors	14	
 	
Section 11.	Nomination of Director Candidates	14	
 	
Section 12.	Submission of Questionnaire, Representation and Agreement	16	
 	
Section 13.	Majority Approval Vote in Director Elections; Required Offer of Resignation	16	

ARTICLE III COMMITTEES	18	

Section 1.	Committees of the Board of Directors	18	
 	
Section 2.	Conduct of Business	18	

ARTICLE IV OFFICERS	18	
 	
Section 1.	Generally	18	
 	
Section 2.	Chairman of the Board	19	
 	
Section 3.	Chief Executive Officer	19	
 	
Section 4.	Presidents	19	
 	
Section 5.	Chief Financial Officer	19	
 	
Section 6.	Secretary	19	
 	
Section 7.	Delegation of Authority	20	

 

EXHIBIT 3.3

 	 	 	 	
Section 8.	Removal, Resignation and Vacancies	20	
 	
Section 9.	Compensation	20	
 	
Section 10.	Subordinate Officers	20	
 	
Section 11.	Action With Respect to Securities of Other Corporations	20	

ARTICLE V STOCK	21	

Section 1.	Certificates of Stock	21	
 	
Section 2.	Transfers of Stock	21	
 	
Section 3.	Record Date	21	
 	
Section 4.	Lost, Stolen or Destroyed Certificates	22	
 	
Section 5.	Record Owners	22	
 	
Section 6.	Regulations	22	

ARTICLE VI NOTICES	22	

Section 1.	Notices	22	
 	
Section 2.	Waivers	23	

ARTICLE VII MISCELLANEOUS	23	

Section 1.	Facsimile Signatures	23	
 	
Section 2.	Corporate Seal	23	
 	
Section 3.	Reliance Upon Books, Reports and Records	23	
 	
Section 4.	Fiscal Year	23	
 	
Section 5.	Time Periods	23	
 	
Section 6.	Resignations	24	
 	
Section 7.	Severability	24	

ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS	24	

Section 1.	Right to Indemnification	24	
 	
Section 2.	Right of Claimant to Bring Suit	25	
 	
Section 3.	Non-Exclusivity of Rights	26	
 	
Section 4.	Indemnification Contracts	26	
 	
Section 5.	Insurance	26	
 	
Section 6.	Procedures for Indemnification	26	
 	
Section 7.	Effect of Amendment	27	
 	
Section 8.	Effect and Validity	27	
 	
Section 9.	Definitions	27	

ARTICLE IX AMENDMENTS	28	

 

EXHIBIT 3.3

ROSS STORES, INC.
A DELAWARE CORPORATION
BYLAWS
ARTICLE I

STOCKHOLDERS
Section 1.    Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.
Section 2.    Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called only (1) by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) or (2) by the holders of not less than ten percent (10%) of all of the shares entitled to cast votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix. Business transacted at special meetings shall be confined to the purpose or purposes stated in the Corporation’s notice of the meeting or in any supplemental notice delivered by the Corporation in accordance with Article I, Section 3 of these Bylaws.
In order for stockholders to call a special meeting (a “stockholder-called special meeting”), a written request to the Board of Directors to fix the place, date and time of a special meeting (a “special meeting request”) must be signed by the stockholders of the Corporation (or their duly authorized agents) holding ten percent (10%) of all of the shares entitled to cast votes at the meeting (the “requisite percent”) and must be received by the Secretary of the Corporation at the principal executive offices of the Corporation by registered mail, return receipt requested. The special meeting request shall (i) set forth the name and address, as they appear on the Corporation’s books, of each stockholder of the Corporation signing such request (or on whose behalf such request is signed) and the beneficial owners, if any, on whose behalf such request is made, (ii) comply with the requirements set forth in Article I, Section 7, Article I, Section 8, Article II, Section 11 and Article II, Section 12, as applicable, of these Bylaws, (iii) bear the date of signature of each such stockholder (or duly authorized agent) signing the special meeting request, (iv) state the purchase date of each share of stock beneficially owned and intended to be counted in determining whether the shares of the Corporation’s stock held by the stockholders making such special meeting request satisfy the requisite percent, (v) include documentary evidence that the stockholders signing the special meeting request own the requisite percent as of the date of such special meeting request, provided, however, that if such stockholders are not the beneficial owners of the shares representing the requisite percent, then to be valid, the special meeting request shall also include documentary evidence that the

1

 

EXHIBIT 3.3

beneficial owners on whose behalf the special meeting request is made own the requisite percent as of the date of such special meeting request, (vi) provide a representation by each stockholder signing the special meeting request that (A) the stockholder, as of the date of such special meeting request, is, and through the date such stockholder-called special meeting is held, continuously will be, a holder of record of the number of shares of stock of the Corporation that is attributed to such stockholder in its special meeting request and such stockholder intends to appear in person or by proxy at the stockholder-called special meeting, and (B) the beneficial owner(s) on whose behalf the stockholder is making such special meeting request, if any, as of the date of such special meeting request, beneficially owns and, through the date such stockholder-called special meeting is held, continuously will beneficially own, the number of shares of stock of the Corporation that is attributed to such beneficial owner(s) in the stockholder’s special meeting request and such beneficial owner(s) intends to appear in person or by proxy at the stockholder-called special meeting, and (vi) include an agreement by each stockholder signing the special meeting request to notify the Corporation immediately in the case of any disposition before the date of the stockholder-called meeting of shares of stock of the Corporation owned of record or beneficially owned by such stockholder or beneficial owner, as applicable, and an acknowledgment that any such disposition shall be deemed a revocation of such special meeting request to the extent of such disposition, such that the number of shares disposed of shall not be included in determining whether the requisite percent has been reached.
In addition, the stockholders signing a special meeting request, the beneficial owners, if any, on whose behalf the special meeting request is being made, and the proposed nominees, if any, shall promptly provide any other information reasonably requested by the Corporation. Each such stockholder, beneficial owner and proposed nominee, if any, shall further update and supplement the special meeting request received by the Corporation pursuant to this Article I, Section 2 so that the information, statements, representations and agreements provided or required to be provided in such special meeting request shall be complete, true and correct as of the record date for determining stockholders entitled to vote at such stockholder-called special meeting and as of the date that is ten (10) business days prior to the stockholder-called meeting or any adjournment or postponement thereof, and such update and supplement shall be received by the Secretary of the Corporation at the principal executive offices of the Corporation by registered mail, return receipt requested not later than five (5) business days after the record date for determining stockholders entitled to vote at the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.
In determining whether a special meeting of stockholders is being called by the record holders of shares representing in the aggregate at least the requisite percent, multiple special meeting requests received by the Secretary will be considered together only if each such special meeting request (x) identifies substantially the same purpose or purposes of the stockholder-called special meeting and substantially the same matter or matters proposed to be acted on at the stockholder-called special meeting (in each case as determined in good faith by the Board of Directors) and (y) has been dated and received by the Secretary within sixty (60) days of the earliest dated special meeting request. Any requesting stockholder may revoke its special meeting request at any time

2

 

EXHIBIT 3.3

by written revocation received by the Secretary of the Corporation at the principal executive offices of the Corporation; provided, however, that if following such revocation (or any deemed revocation pursuant to clause (vi) above), the unrevoked valid special meeting requests represent in the aggregate less than the requisite percent, there shall be no requirement to hold a special meeting. The first date on which unrevoked valid special meeting requests constituting not less than the requisite percent shall have been received by the Corporation is referred to herein as the “request receipt date.”
In the event of the receipt, in the manner provided in the previous paragraph, by the Corporation of the requisite special meeting request or requests and/or any related revocation or revocations, the Corporation may engage nationally recognized independent inspectors for the purpose of promptly performing a ministerial review of the validity of the requests and revocations. For the purpose of permitting the inspectors to perform such review, no special meeting shall be called until such date as the independent inspectors certify to the Corporation that the requests delivered to the Corporation in accordance with this Article I, Section 2 represent at least the minimum number of shares held for the minimum amount of time to call such a stockholder-called special meeting. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request or revocation thereof, whether before or after such certification by the independent inspectors, or take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
Business transacted at any stockholder-called special meeting shall be limited to the purpose(s) stated in the unrevoked valid special meeting request(s) signed by stockholders holding the requisite percent of the Corporation’s voting stock;  provided ,  however , that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any stockholder-called special meeting.
Except as otherwise provided by law, in the case of a stockholder-called special meeting, the Chairman of the meeting shall have the power and duty (i) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws, and (ii) if any proposed nomination or business was not made or proposed in compliance with these Bylaws or the stated business to be brought before the special meeting is a not a proper subject for stockholder action under applicable law, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding anything in this Article I, Section 2 to the contrary, a stockholder-called special meeting shall not be held if (i) the special meeting request does not comply with this Article I, Section 2; (ii) the special meeting request relates to an item of business that is not a proper subject for stockholder action under applicable law; (iii) the receipt request date is during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders and ending on the date of the next annual meeting; (iv) an annual or special meeting of stockholders that included a substantially similar item of business (“similar business”) (as determined in good faith by the Board of Directors) was held not more than ninety (90) days before the receipt request date; (v) the Board of Directors has called or calls for an annual or special meeting of stockholders to be held within ninety (90) days after the receipt request date,

3

 

EXHIBIT 3.3

and the Board of Directors determines in good faith that the business to be conducted at such meeting includes similar business; or (vi) the special meeting request was made in a manner that involved a violation of the proxy rules of the Securities and Exchange Commission or other applicable law.
Section 3.    Notice of Meetings. Written notice of the place, date, and time of all meetings of the stockholders, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, by the Corporation, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken;  provided ,  however , that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith to each stockholder entitled to vote at the adjourned meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
Except as otherwise required by law, any previously scheduled annual meeting of the stockholders, and any special meeting of the stockholders, may be postponed, rescheduled or cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.
Section 4.    Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the Chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.
The Chairman of the meeting may adjourn any annual or special meeting from time to time, whether or not there is a quorum.

4

 

EXHIBIT 3.3

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.
The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section 5.    Conduct of the Stockholders’ Meeting. At every meeting of the stockholders, the Chief Executive Officer of the Corporation, or, in his absence, the Chairman of the Board, if there is a person holding such position, or if not, the President designated by the Chief Executive Officer, or in the absence of such designation, any President, shall act as Chairman. The Secretary of the Corporation or a person designated by the Chairman shall act as Secretary of the meeting. Unless otherwise approved by the Chairman, attendance at the Stockholders’ Meeting is restricted to stockholders of record, persons authorized in accordance with Article I, Section 9 of these Bylaws to act by proxy, and officers of the Corporation.
Section 6.    Conduct of Business. The Chairman shall call the meeting to order, establish the agenda, and conduct the business of the meeting in accordance therewith or, at the Chairman’s discretion, it may be conducted otherwise in accordance with the wishes of the stockholders in attendance. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.
The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the Chairman of the meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are appropriate for the proper conduct of the meeting in an orderly manner, including, without limitation, rule on the precedence of, and procedure on, motions and other procedural matters, and exercise discretion with respect to such procedural matters with fairness and good faith toward all those entitled to take part. The Chairman may impose reasonable limits on the amount of time taken up at the meeting on discussion in general or on remarks by any one stockholder. Should any person in attendance become unruly or obstruct the meeting proceedings, the Chairman shall have the power to have such person removed from participation. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a stockholders’ meeting except in accordance with the procedures set forth in this Article I, Section 6 and in Article I, Section 7 and Article I, Section 8, below. The Chairman of a stockholders’ meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Article I, Section 6 and of Article I, Section 7 and Article I, Section 8, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
Section 7.    Notice of Stockholder Business. At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the

5

 

EXHIBIT 3.3

meeting. For the avoidance of doubt, “business” as used in these Bylaws shall include nomination for election to the Board of Directors, unless otherwise specified.
(A) Annual Meetings of Stockholders. To be properly brought before an annual meeting, business must be (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) properly requested to be brought before the annual meeting by a stockholder in accordance with these Bylaws. For business to be properly requested to be brought before an annual meeting by a stockholder, a stockholder must (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with the procedures set forth in these Bylaws as to such business.
For business to be properly requested to be brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof and timely updates and supplements thereof, in writing to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action.
To be timely, a stockholder proposal to be presented at an annual meeting shall be received at the Corporation’s principal executive offices not less than a hundred and twenty (120) days in advance of the date that the Corporation’s proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days before or more than sixty (60) days after the date of the previous year’s meeting, notice by the stockholder to be timely must be received not earlier than the close of business on the hundred and twentieth (120 th ) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90 th ) day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than a hundred (100) days prior to the date of such annual meeting, the tenth (10 th ) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.
Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least a hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Article I, Section 7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10 th ) day following the day on which such public announcement is first made by the Corporation.
In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be complete, true and correct as of the record date for determining stockholders entitled

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to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining stockholders entitled to vote at the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.
(B) Special Meetings of Stockholders. To be properly brought before a special meeting, subject to Article II, Section 11, business must be (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or pursuant to an unrevoked valid special meeting request in accordance with Article I, Section 2, or (b) otherwise properly brought before the special meeting, by or at the direction of the Board of Directors.
(C) General. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chairman of any annual or special meeting shall have the power to determine whether any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bylaws and, if any proposed business is not in compliance with these Bylaws, to declare that no action shall be taken on such proposal and such proposal shall be disregarded.
For purposes of these By-laws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).
The annual meeting and special meeting procedures set forth in this Article I, Section 7(A) and (B) shall be the exclusive means for a stockholder to make business proposals (other Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting).
Section 8.    Disclosure Requirements. To be in proper form, a stockholder’s notice to the Secretary of the Corporation must include the following.
As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, a stockholder’s notice must set forth: (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares

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of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form or proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act.
In addition, if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting

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EXHIBIT 3.3

(a) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, (b) any material interest of the stockholder and beneficial owner, if any, in such business, (c) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend the by-laws of the Corporation, the text of the proposed amendment), and (d) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder. Stockholder proposals shall be no more than five hundred (500) words in length.
No proposal shall be put before the stockholders:
(a)which is not a proper subject for action by stockholders under Delaware law;
(b)    which is obstructive, frivolous, dilatory or repugnant to good taste;
(c)    which contains any false or misleading statements;
(d)    which relates to the redress of a personal claim or grievance against the Corporation or any other person, or if it is designated to result in a benefit or interest that is not shared by the stockholders at large;
(e)    which relates to operations which account for less than five percent of the Corporation’s total assets at the end of its most recent fiscal year, and for less than five percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the Corporation’s business;
(f)    which deals with a matter beyond the Corporation’s power to effectuate;
(g)    which deals with a matter relating to conduct of the ordinary business operations of the Corporation;
(h)    which is counter to or substantially duplicative of a proposal to be submitted by the Corporation at the meeting;
(i)    if the proposal deals with substantially the same subject matter as a prior proposal submitted to stockholders in the Corporation’s proxy statement and a form of proxy related to any annual or special meeting of stockholders held within the preceding five calendar years, it may be omitted from the agenda of any meeting of stockholders held within three calendar years after the latest such submission,  provided  that:
(i)if the proposal was submitted at only one meeting during such preceding period, it received less than five percent of the total number of votes cast in regard thereto; or

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EXHIBIT 3.3

(ii)    if the proposal was submitted at only two meetings during such preceding period, it received at the time of its second submission less than eight percent of the total number of votes cast in regard thereto; or
(iii)    if the prior proposal was submitted at three or more meetings during such preceding period, it received at the time of its latest submission less than ten percent of the total number of votes cast in regard thereto.
Notwithstanding the foregoing provisions of this Article I, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present proposed business (including nomination for election to the Board of Directors), such proposed business shall not be transacted and such nomination shall be disregarded, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this provision, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
Notwithstanding the provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in these Bylaws;  provided ,  however , that any references in these Bylaws to the Exchange Act are not intended to and shall not limit the separate and additional requirements set forth in these Bylaws with respect to nominations or proposals as to any other business (other than business properly brought under Rule 14a-8 under the Exchange Act). Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any business proposal.
Section 9.    Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. No stockholder may authorize more than one proxy for his or her shares. Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his or her name on the record date for determining stockholders entitled to vote at the meeting, except as otherwise provided herein or required by law. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used,  provided  that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.
All voting, but excepting for the election of directors and where otherwise required by law, may be by a voice vote;  provided ,  however , that upon demand therefor by a stockholder entitled to

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EXHIBIT 3.3

vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairman of the meeting, which inspector or inspectors may, but does not need to, include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election. The inspectors shall have the duties prescribed by law.
In an election of directors that is not contested, only those nominees who receive a majority approval vote shall be elected. All other elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or by an express provision of these Bylaws, all other matters shall be determined by a majority of the votes cast affirmatively or negatively; provided, however, that proposals relating to employee or director compensation or compensation plans may, in the discretion of the Board of Directors, require such greater affirmative vote as is specified in a resolution adopted by the Board of Directors. For purposes of this Section, the meaning of “majority approval vote” and “not contested” shall be as provided in Article II, Section 13 below.
Section 10.    Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name ( provided ,  however , if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10 th ) day before the meeting date), shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

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EXHIBIT 3.3

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination    of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
ARTICLE II    

BOARD OF DIRECTORS
Section 1.    Number and Term of Office. The number of directors shall initially be nine and, thereafter, shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). Until the 2014 annual meeting of stockholders, the directors shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the 2014 annual meeting of stockholders, the term of office of the second class to expire at the 2012 annual meeting of stockholders and the term of office of the third class to expire at the 2013 annual meeting of stockholders. At each annual meeting of stockholders beginning in 2012, directors shall be elected to succeed those directors whose terms expire, for a one-year term of office, to expire at the next annual meeting of stockholders after their election. Beginning with the 2014 annual meeting of stockholders, the entire Board of Directors shall be subject to election at each annual meeting of stockholders, for a one-year term of office, to expire at the next annual meeting of stockholders after their election, and the Board of Directors will no longer be divided into classes. All directors shall hold office until the expiration of the term for which elected and until their successors are elected, except in the case of the death, resignation or removal of any director. Any incumbent director who stands for reelection as a director and who does not receive a majority approval vote (as defined in Section 13 below) shall promptly tender an offer of resignation in accordance with Section 13 below.
Section 2.    Vacancies and Newly Created Directorships. Subject to the rights of the holders of any series of Preferred Stock then    outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, removal from office, disqualification or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders (or, prior to the 2014 annual meeting of stockholders, for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires). No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 3.    Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any directors, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

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EXHIBIT 3.3

Section 4.    Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.
Section 5.    Special Meetings. Special meetings of the Board of Directors may be called by a majority of the directors then in office (rounded up to the nearest whole number) or by the Chief Executive Officer or the Chairman of the Board and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by mailing written notice not fewer than five (5) days before the meeting or by telephone, electronic transmission, telexing, telecopying or personally delivering the same not fewer than twelve (12) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
Section 6.    Quorum. At any meeting of the Board of Directors, a whole number of directors equal to at least a majority of the total number of authorized directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.
Section 7.    Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 8.    Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and, if a quorum is present, all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 9.    Powers. The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:
(a)    To declare dividends from time to time in accordance with law;
(b)    To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

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EXHIBIT 3.3

(c)    To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;
(d)    To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;
(e)    To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;
(f)    To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;
(g)    To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and
(h)    To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.
Section 10.    Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.
Section 11.    Nomination of Director Candidates. Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, nominations for the election of Directors may be made by the Board of Directors or a committee appointed for that purpose by the Board of Directors or by any stockholder who (i) is a stockholder of record at the time of giving of notice of such meeting and at the time of the meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the procedures set forth in these Bylaws as to such nomination. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Directors at a meeting only if timely and proper notice of such stockholder’s intent to make such nomination or nominations (including the completed and signed questionnaire, representation and agreement required by Article II, Section 12 of these Bylaws), and timely updates and supplements thereof, have been given in writing to the Secretary of the Corporation in accordance with Article I, Section 7, Article I, Section 8 and Article II, Section 11 of these Bylaws.
In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting,

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EXHIBIT 3.3

the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.
In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be complete, true and correct as of the record date for determining stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining stockholders entitled to vote at the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.
In addition to the requirements set forth in Article I, Section 7 and Article I, Section 8 of these Bylaws, to be in proper form, each such notice shall set forth: (a) all information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; (b) the written consent of each nominee to be named in the proxy statement as a nominee and to serve as a director of the Corporation if so elected; (c) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder intending to make the nomination and the beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder intending to make the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant. In addition, each such notice shall also include completed and signed questionnaire, representation and agreement required by Article II, Section 12 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
In the event that a person is validly designated as a nominee in accordance with this Article II, Section 11 and shall thereafter become unable or unwilling to stand for election to the Board of

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EXHIBIT 3.3

Directors, the Board of Directors may designate a substitute nominee upon delivery, not fewer than five (5) days prior to the date of the meeting for the election of such nominee, of a written notice to the Secretary setting forth such information regarding such substitute nominee as would have been required to be delivered to the Secretary pursuant to this Article II, Section 11 had such substitute nominee been initially proposed as a nominee. Such notice shall include a signed consent to serve as a Director of the Corporation, if elected, of each such substitute nominee.
If the Chairman of a meeting where stockholders are to vote for the election of Directors determines that a nomination of any candidate for election as a Director at such meeting was not made in accordance with the applicable provisions of this Article II, Section 11, such nomination shall be void;  provided , however , that nothing in this Article II, Section 11 shall be deemed to limit any voting rights upon the occurrence of dividend arrearages provided to holders of Preferred Stock pursuant to the Preferred Stock designation for any series of Preferred Stock.
Section 12.    Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time.
Section 13.    Majority Approval Vote in Director Elections; Required Offer of Resignation. Any incumbent director who was a nominee at a stockholder meeting and who did not receive a majority approval vote, shall tender to the Board of Directors his or her offer of resignation for consideration by the Board of Directors. Such offer of resignation shall be tendered within 14 days following the certification of the stockholder vote for the respective election of directors. For purposes of this Section, (i) “majority approval vote” means that the number of votes cast by stockholders “for” a nominee for director exceeds the sum of the number of votes cast “against” or to “withhold approval” for such nominee, in an election that is not contested, and (ii) an election is

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“not contested” if the number of nominees is not greater than the number of directors to be elected at the particular stockholder meeting.
Within 60 days following certification of the stockholder vote, the Nominating and Corporate Governance Committee (or such other committee of the Board of Directors as is otherwise designated by the Board of Directors) shall recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken with respect to such offer of resignation, in regard to any incumbent directors who failed to receive a majority approval vote in an election that was not contested. In determining whether or not to recommend that the Board of Directors accept any offer of resignation, the reviewing committee shall be entitled to consider all factors believed relevant by such committee’s members, including such factors and guidelines, if any, as may be set forth in the Corporation’s Corporate Governance Guidelines or other relevant policies that are then in effect.
The Board of Directors shall act on the recommendation of the Nominating and Corporate Governance Committee (or other committee) within 90 days following certification of the stockholder vote. In determining whether or not to accept any resignation offer, or whether other action should be taken with respect to such offer of resignation, the Board of Directors shall consider the factors considered by the recommending committee, and any additional information and factors that the Board of Directors believes to be relevant. The Board of Directors shall, within five business days after reaching its decision, publicly disclose the decision, including, if applicable, the reasons for not accepting an offer of resignation.
Any incumbent director who fails to receive the requisite majority approval vote in an election that is not contested will remain an active member of the Board of Directors during the period while their offer of resignation is under consideration. However, any director whose offer of resignation is under consideration for potential acceptance pursuant to this Section shall not participate in the Nominating and Corporate Governance Committee (or other committee) discussions and recommendation on that subject, or in the Board of Directors action regarding whether to accept such director’s offer of resignation. If every member of the Nominating and Corporate Governance Committee fails to receive a majority approval vote at the same stockholder meeting, the Board of Directors shall appoint a committee of independent directors who did receive a majority approval vote at that meeting to consider the resignation offers and make recommendations to the Board of Directors. If no independent directors are eligible to serve on such a review committee, then the Board of Directors shall act on the resignation offers in such manner as the Board of Directors determines to be appropriate.
The Nominating and Corporate Governance Committee is authorized to adopt and establish such policies, guidelines, factors for consideration, and director qualification requirements as it determines to be appropriate in order to implement this Section, which may be included in the Corporate Governance Guidelines or elsewhere, and may include, if the committee so determines, the submission by all nominees of irrevocable, contingent resignations.

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ARTICLE III    

COMMITTEES
Section 1.    Committees of the Board of Directors. The Board of Directors, pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.
Section 2.    Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the authorized members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve, any committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation;  provided , however , that no such committee shall have or may exercise any authority of the Board.
ARTICLE IV    

OFFICERS
Section 1.    Generally. The officers of the Corporation shall consist of a Chief Executive Officer, one or more Presidents, a Secretary, and a Chief Financial Officer and/or a Treasurer. At the discretion of the Board of Directors, the Corporation shall have a Chairman of the Board, one or more Assistant Treasurers, and one or more Assistant Secretaries. The Corporation may also have such other officers as the Board of Directors may appoint, and such other officers as the Chief Executive Officer may appoint in accordance with the provisions of Article IV, Section 11. The

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Board of Directors shall consider the election of officers at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.
Section 2.    Chairman of the Board. The Chairman of the Board, if there is a person holding that position, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws.
Section 3.    Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there is a person holding that position, the Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall have the general powers and duties of management usually vested in the office of chief executive officer of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
Section 4.    Presidents. Each President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One President shall be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.
Section 5.    Chief Financial Officer. The Chief Financial Officer shall keep and maintain or cause to be kept and maintained, adequate and correct books and records of account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.
The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He shall disburse all funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chief Executive Officer and Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.
Section 6.    Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors, committees of the Board, and stockholders. Such minutes shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed pursuant to these Bylaws or the General Delaware Corporation Law. The Secretary shall keep, or cause to be kept at the principal executive office or at the office of the Corporation’s transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each.

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The Secretary shall give or cause to be given, notice of all meetings of the stockholders and of the Board of Directors as required by these Bylaws or by law to be given, and shall keep the seal of the Corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
Section 7.    Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.
Section 8.    Removal, Resignation and Vacancies. Any officer of the Corporation may be removed at any time, with or without cause, by the affirmative vote of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). Any officer appointed by the Chief Executive Officer may be removed by him with or without cause. Any officer may resign at any time, upon written notice to the Corporation, without prejudice of the rights, if any, of the Corporation under any contract to which such officer is a party. A newly created office and a vacancy in any office because of death, resignation, or removal may be filled by the Board of Directors. Any vacancy in an office appointed by the Chief Executive Officer because of death, resignation, or removal may be filled by the Chairman of the Board or the Chief Executive Officer.
Section 9.    Compensation. The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation.
Section 10.    Subordinate Officers. The Chief Executive Officer may appoint such vice presidents and other subordinate officers as the business of the Corporation may require, each of whom shall have such duties and such tenure as the Chief Executive Officer decides. Officers appointed by the Chief Executive Officer under this Article IV, Section 10 shall not be considered corporate level or executive officers.
Section 11.    Action With Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chief Executive Officer or any officer of the Corporation authorized by the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V    

STOCK
Section 1.    Certificates of Stock. The shares of stock of the Corporation shall be represented by certificates;  provided ,  however , that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares; provided ,  further , that any such resolution shall not apply to shares of stock represented by a certificate until such certificate is surrendered to the Corporation. Each holder of stock of the Corporation that is represented by a certificate shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chief Executive Officer or a President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any of or all the signatures on the certificate may be facsimile.
Section 2.    Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law, requirements established by the stock exchanges on which the Corporation’s stock is listed and in the Bylaws. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Article V, Section 4 of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered by the holder thereof in person or by such holder’s attorney duly authorized in writing, for cancellation before a new certificate is issued therefor, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. Transfers of uncertificated shares of stock shall be made only upon receipt of proper transfer instructions from the registered holder of the shares or by such holder’s attorney duly authorized in writing, and upon compliance with appropriate procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 3.    Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders, the Board of Directors may fix in advance a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) days nor less than ten (10) days preceding the date of such meeting of stockholders. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given. If the Board of Directors fails to provide proper notice of a meeting of stockholders but notice is waived, the record date for determining stockholders entitled to notice of and to vote at such meeting shall be at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote

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EXHIBIT 3.3

at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend, or any other distribution or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the business day on which the Board of Directors adopts the resolution relating thereto.
Section 4.    Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5.    Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
Section 6.    Regulations. The issue, transfer, conversion and registration of certificates of stock (or uncertificated stock) shall be governed by such other regulations as the Board of Directors may establish.
ARTICLE VI    

NOTICES
Section 1.    Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice shall be deemed to be given shall be the time such notice is received by such stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such person, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram.

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Notwithstanding anything to the contrary set forth in these Bylaws, any notice to stockholders given by the Corporation hereunder shall be effective if given by a form of electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (except to the extent prohibited by Section 232(e) of the Delaware General Corporation Law). Notice given by a form of electronic transmission in accordance with these Bylaws shall be deemed given at the times provided in the Delaware General Corporation Law. Such further notice shall be given as may be required by law.
Section 2.    Waivers. A written waiver of any notice, signed by a stockholder or director, officer, employee or agent entitled to notice, or a waiver by electronic transmission by such person, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE VII    

MISCELLANEOUS
Section 1.    Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.
Section 2.    Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
Section 3.    Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.
Section 4.    Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.
Section 5.    Time Periods. In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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Section 6.    Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chairman of the Board, the Chief Executive Officer, or the Secretary, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective immediately;  provided, however , that a resignation may by its terms be made subject to delayed effectiveness or to a formal action to determine whether to accept the resignation, including in the case of any offer of resignation by a director in accordance with Article II, Sections 1 and 13 above.
Section 7.    Severability. If any provision or provisions of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of these Bylaws (including, without limitation, each portion of any paragraph of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of these Bylaws (including, without limitation, each such portion of any paragraph of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
ARTICLE VIII    

INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1.    Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was, at any time during which this Bylaw is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant hereto is sought or at the time any Proceeding relating thereto exists or is brought), a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation to the fullest extent authorized by Delaware Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, these Bylaws or any agreement with the Corporation) incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators;  provided , however , that, except as provided in Article VIII,

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Section 2, the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. All of the rights conferred in this Article VIII to indemnification, advancement of expenses and otherwise, shall be contract rights and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time. Such rights described in the preceding sentence shall vest at the commencement of such director’s or officer’s service to or at the request of the Corporation and (x) any amendment or modification of this Article VIII that in any way diminishes or adversely affects any such rights shall be prospective only and shall not in any way diminish or adversely affect any such rights with respect to any actual or alleged state of facts, occurrence, action or omission occurring prior to the time of such amendment or modification, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission, and (y) all of such rights shall continue as to any such director or officer who has ceased to be a director or officer of the Corporation or ceased to serve at the Corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of such director or officer’s heirs, executors and administrators. Notwithstanding any of the foregoing, if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.
Section 2.    Right of Claimant to Bring Suit. If a claim for indemnification or advancement of expenses under Article VIII, Section 1 is not paid in full by the Corporation within twenty (20) days (including with respect to the advancement of expenses) after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if such suit is not frivolous or brought in bad faith, the claimant shall be entitled to be paid also the expense of prosecuting such claim to the fullest extent permitted by law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to this Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met

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such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
Section 3.    Non-Exclusivity of Rights. The rights conferred on any person in Article VIII, Section 1 and Article VIII, Section 2 shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 4.    Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than, those provided for in this Article VIII.
Section 5.    Insurance. The Corporation shall maintain insurance to the extent reasonably available, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
Section 6.    Procedures for Indemnification. To obtain indemnification under this Article VIII, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Article VIII, Section 6, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (a) if requested by the claimant, by independent legal counsel (as hereinafter defined), or (b) if no request is made by the claimant for a determination by independent legal counsel, (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the claimant or (iv) if so directed by the Board, by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by independent legal counsel at the request of the claimant, the independent legal counsel shall be selected by the Board of Directors unless there shall have occurred within two (2) years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a Change of Control (as hereinafter defined), in which case the independent legal counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination.

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Section 7.    Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VIII by the stockholders and the directors of the Corporation shall not adversely affect any right or protection of a director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.
Section 8.    Effect and Validity. If a determination shall have been made pursuant to Article VIII, Section 6 that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Article VIII, Section 2. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Article VIII, Section 2 that the procedures and presumptions of this Article VIII are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article VIII.
Section 9.    Definitions. For purposes of this Article VIII:
(a)    “Change of Control” means (i) the acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (“Exchange Act” is defined in Article I, Section 8)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);  provided ,  however , that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (a)(iii) of this Article VIII, Section 9; or
(i)    Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors;  provided ,  however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or
(ii)    Consummation by the Corporation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all

27

 

EXHIBIT 3.3

or substantially all of the individual and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the Corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board of Directors of the Corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
(iii)    Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.
(b)    “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.
(c)    “independent legal counsel” means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VIII.
ARTICLE IX    

AMENDMENTS
The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board). The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws,

28

 

EXHIBIT 3.3

the affirmative vote of the holders of at least 66 2/3 percent of the combined voting power of the outstanding shares of stock of all classes and series of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provisions of the Bylaws of the Corporation.

29

 

EXHIBIT 3.3

CERTIFICATE OF SECRETARY
I hereby certify:
That I am the duly elected and acting Corporate Secretary of Ross Stores, Inc., a Delaware Corporation; and
That attached hereto is a true and complete copy of the Bylaws of said corporation, comprising 29 pages, as amended and restated by the Board of Directors of the corporation on August 17, 2011, and as further amended by the Board of Directors of the corporation on November 16, 2011 and January 23, 2013; such Bylaws have not been modified or rescinded and remain in full force and effect.
IN WITNESS WHEREOF, I hereunder subscribed my name and affixed the seal of said Corporation this 23th day of January, 2013.
/s/J. Call     
John Call
Corporate Secretary

30

EXHIBIT 10.26

INDEMNITY AGREEMENT
This Indemnity Agreement, effective _____________, is made between Ross Stores, Inc. a Delaware corporation (the “ Company ”), and ______________ (the “ Indemnitee ”).
RECITALS
A.The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law;
B.    The Company and Indemnitee recognize that corporate litigation in general has subjected directors and officers to expensive litigation risks;
C.    Section 145 of the General Corporation Law of Delaware, under which the Company is organized (“ Section 145 ”), empowers the Company to indemnify its directors and officers by agreement and to indemnify persons who serve, at the request of the Company, as the directors and officers of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive;
D.    Section 145(g) allows for the purchase of management liability (“D&O”) insurance by the Company, which in theory can cover asserted liabilities without regard to whether they are indemnifiable or not;
E.    Individuals considering service or presently serving expect to be extended market terms of indemnification commensurate with their position, and that entities such as Company will endeavor to maintain appropriate D&O insurance; and
F.    In order to induce Indemnitee to serve or continue to serve as a director or officer of the Company and/or one or more subsidiaries of the Company, the Company and Indemnitee enter into this Agreement.
AGREEMENT
NOW, THEREFORE, the Indemnitee and the Company hereby agree as follows:
1.    Definitions. As used in this Agreement:
(a)    “Agent” means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.

EXHIBIT 10.26

(b)    “Board” means the Board of Directors of the Company.
(c)    “Expenses” shall include all out‑of‑pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement, or Section 145 or otherwise; provided, however, that “Expenses” shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a Proceeding.
(d)    “Independent Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither currently is, nor in the past five years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to or witness in the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.
(e)    “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, arbitration, administrative, or investigative.
(f)    “Subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.
2.    Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an Agent of the Company, so long as the Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as the Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by the Indemnitee.
3.    Liability Insurance.
(a)    Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“ D&O Insurance ”) in reasonable amounts from established and reputable insurers, as more fully described below.
(b)    Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s independent directors (as defined by

EXHIBIT 10.26

the insurer) if the Indemnitee is such an independent director; of the Company’s non-independent directors if the Indemnitee is not an independent director; of the Company’s officers if the Indemnitee is an officer of the Company; or of the Company’s key employees, if the Indemnitee is not a director or officer but is a key employee.
(c)    Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance at all, or of any type, terms, or amount, if the Company determines in good faith that: such insurance is not reasonably available; the premium costs for such insurance are disproportionate to the amount of coverage provided; the coverage provided by such insurance is limited so as to provide an insufficient or unreasonable benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of reasonable terms and duration can be purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance can be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee.
4.    Mandatory Indemnification. Subject to the terms of this Agreement:
(a)    Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful.
(b)    Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this Section 4(b) shall be made in respect to any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the Delaware Court of Chancery or such other court shall deem proper.

EXHIBIT 10.26

(c)    Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, and if, prior to, during the pendency of or after completion of such Proceeding the Indemnitee is deceased, the Company shall indemnify the Indemnitee’s heirs, executors and administrators against all Expenses and liabilities of any type whatsoever to the extent the Indemnitee would have been entitled to indemnification pursuant to this Agreement were the Indemnitee still alive.
(d)    Certain Terminations. The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of  nolo contendere  or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.
(e)    Limitations. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Expenses or liabilities of any type whatsoever for which payment is actually made to or on behalf of the Indemnitee under an insurance policy, or under a valid and enforceable indemnity clause, by‑law or agreement.
5.    Indemnification for Expenses in a Proceeding in Which the Indemnitee is Wholly or Partly Successful .
(a)    Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent the Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense or appeal of such Proceeding.
(b)    Partially Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a party to any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with each successfully resolved claim, issue or matter.
(c)    Dismissal. For purposes of this section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

EXHIBIT 10.26

6.    Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event and to the extent that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.
7.    Notice and Other Indemnification Procedures.
(a)    Notice by Indemnitee. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof.
(b)    Insurance. If the Company receives notice pursuant to Section 7(a) hereof of the commencement of a Proceeding that may be covered under D&O Insurance then in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.
(c)    Defense. In the event the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by the Indemnitee at the expense of the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not, in

EXHIBIT 10.26

fact, have employed counsel to assume the defense of such Proceeding.In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Company.
8.    Right to Indemnification.
(a)    Right to Indemnification. In the event that Section 5(a) is inapplicable, the Company shall indemnify the Indemnitee pursuant to this Agreement unless, and except to the extent that, it shall have been determined by one of the methods listed in Section 8(b) that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
(b)    Determination of Right to Indemnification. A determination of the Indemnitee’s right to indemnification under this Section 8 shall be made at the election of the Board by (i) a majority vote of directors who are not parties to the Proceeding for which indemnification is being sought, even though less than a quorum, or by a committee consisting of directors who are not parties to the Proceeding for which indemnification is being sought, who, even though less than a quorum, have been designated by a majority vote of the disinterested directors, or (ii) if there are no such disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee.
(c)    Submission for Decision. As soon as practicable, and in no event later than thirty (30) days after the Indemnitee’s written request for indemnification, the Board shall select the method for determining the Indemnitee’s right to indemnification. The Indemnitee shall cooperate with the person or persons or entity making such determination with respect to the Indemnitee’s right to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.
(d)    Application to Court. If (i) a claim for indemnification or advancement of Expenses is denied, in whole or in part, (ii) no disposition of such claim is made by the Company within ninety (90) days after the request therefor, (iii) the advancement of Expenses is not timely made pursuant to Section 6 of this Agreement or (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement, the Indemnitee shall have the right to apply to the Delaware Court of Chancery, the court in which the Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification (including the advancement of Expenses) pursuant to this Agreement.

EXHIBIT 10.26

(e)    Expenses Related to the Enforcement or Interpretation of this Agreement. The Company shall indemnify the Indemnitee against all reasonable Expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee, and against all reasonable Expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement, if and to the extent the Indemnitee is successful.
9.    Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated:
(a)    Claims Initiated by Indemnitee. To indemnify or advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 in advance of a final determination;
(b)    Lack of Good Faith. To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such Proceeding was not made in good faith or was frivolous;
(c)    Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld;
(d)    Claims Under Section 16(b). To indemnify the Indemnitee for Expenses and the payment of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or
(e)    Payments Contrary to Law. To indemnify or advance Expenses to the Indemnitee for which payment is prohibited by applicable law.
10.    Non‑Exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while occupying the Indemnitee’s position as an Agent of the Company. The Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

EXHIBIT 10.26

11.    Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for Expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 9 hereof. Neither the failure of the Company (including its Board of Directors) or an Independent Counsel to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors) or an Independent Counsel that such indemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise.
12.    Subrogation. In the event the Company is obligated to make a payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery under any insurance policy or any other indemnity agreement covering the Indemnitee, who shall execute all documents reasonably required and take all action that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights (provided that the Company pays the Indemnitee’s costs and expenses of doing so), including without limitation by assigning all such rights to the Company or its designee to the extent of such indemnification or advancement of Expenses.
13.    Survival of Rights.
(a)    All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitee was serving in the capacity referred to herein.
(b)    The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
14.    Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary.
15.    Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,

EXHIBIT 10.26

illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.
16.    Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless it is in a writing signed by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
17.    Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand to the party to whom such notice or other communication shall have been directed, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the third business day after the date on which it is so mailed, (c) one business day after the business day of deposit with a nationally recognized overnight delivery service, specifying next day delivery, with written verification of receipt, or (d) on the same day as delivered by confirmed facsimile transmission if delivered during business hours or on the next successive business day if delivered by confirmed facsimile transmission after business hours. Addresses for notice to either party shall be as shown on the signature page of this Agreement, or to such other address as may have been furnished by either party in the manner set forth above.
18.    Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. This Agreement is intended to be an agreement of the type contemplated by Section 145 (f) of the General Corporation Law of Delaware.
19.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforcement is sought needs to be produced to evidence the existence of this Agreement.
The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.

 	 	
Indemnitee:	The Company:	
___________________________________________	ROSS STORES, INC.	
[Name of Indemnitee]	 	
 	By: __________________________	
Address: ____________________________________	 	
 	 	
 	Title:	

EXHIBIT 21

SUBSIDIARIES

Certain subsidiaries of the Registrant and their subsidiaries are listed below. The names of certain subsidiaries, which considered in the aggregate would not constitute a significant subsidiary, have been omitted.

 	 	 	 	
Subsidiary Name	 	Domiciled	Date of Incorporation	
Ross Procurement, Inc.	 	Delaware	November 22, 2004	
Ross Merchandising, Inc.	 	Delaware	January 12, 2004	
Ross Dress for Less, Inc.	 	Virginia	January 14, 2004	
Retail Assurance Group, Ltd.	 	Hawaii	October 15, 1991	

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333-151116, No.33-61373, No. 33-51916, No. 33-51896, No. 33-51898, No. 33-41415, No. 33-41413, No. 33-29600, No. 333-56831, No. 333-06119, No. 333-34988, No. 333-51478, and No. 333-115836 on Form S-8 of our report dated April 2, 2013, relating to the consolidated financial statements of Ross Stores, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended February 2, 2013.

/s/DELOITTE & TOUCHE LLP

San Francisco, California
April 2, 2013

EXHIBIT 31.1

Ross Stores, Inc.
Certification of Chief Executive Officer
Pursuant to Sarbanes-Oxley Act Section 302(a)

I, Michael Balmuth, certify that:
 	 	
1.	I have reviewed this annual report on Form 10-K of Ross Stores, Inc.;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

 	
 	 	 	
Date:	April 2, 2013	/s/Michael Balmuth	
 	 	Michael Balmuth	
 	 	Vice Chairman and Chief Executive Officer	

EXHIBIT 31.2

Ross Stores, Inc.
Certification of Chief Financial Officer
Pursuant to Sarbanes-Oxley Act Section 302(a)

I, John G. Call, certify that:
 	 	
1.	I have reviewed this annual report on Form 10-K of Ross Stores, Inc.;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

 	
 	 	 	
Date:	April 2, 2013	/s/J. Call	
 	 	John G. Call	
 	 	Group Senior Vice President, Chief Financial Officer, Principal Accounting Officer and Corporate Secretary	

EXHIBIT 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Ross Stores, Inc. (the “Company”) on Form 10-K for the year ended February 2, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Balmuth, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to the best of my knowledge:
 	 	
(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and	
 	 	
(2)	
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

 	
 	 	 	
Date:	April 2, 2013	/s/Michael Balmuth	
 	 	Michael Balmuth	
 	 	Vice Chairman and Chief Executive Officer	

EXHIBIT 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Ross Stores, Inc. (the “Company”) on Form 10-K for the year ended February 2, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John G. Call, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to the best of my knowledge:
 	 	
(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and	
 	 	
(2)	
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

 	
 	 	 	
Date:	April 2, 2013	/s/J. Call	
 	 	John G. Call	
 	 	Group Senior Vice President, Chief Financial Officer, Principal Accounting Officer and Corporate Secretary