Stockholders' Equity

12 Months Ended

Jan. 31, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity

Common stock. In February 2015, the Company’s Board of Directors approved a two-year $1.4 billion stock repurchase program for fiscal 2015 and 2016.

The following table summarizes the Company’s stock repurchase activity in fiscal 2014, 2013, and 2012:

Fiscal Year	Shares repurchased (in millions)	Average repurchase price	Repurchased (in millions)
2014	7.4	$74.30	$550
2013	8.2	$67.24	$550
2012	7.5	$60.34	$450

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 February 2015, the Company’s Board of Directors declared a quarterly cash dividend of $0.235 per common share, payable on March 31, 2015. The Company’s Board of Directors declared cash dividends of $0.20 per common share in February, May, August, and November 2014, cash dividends of $0.17 per common share in January, May, August, and November 2013, and cash dividends of $0.14 per common share in January, May, August, and November 2012.

In March 2015, the Company’s Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend, to be paid on June 11, 2015 to stockholders of record as of April 22, 2015. The stock split will not have an impact on the Company’s consolidated financial position or results of operations. Share and per share amounts have not been restated to reflect the pending stock split.

2008 Equity Incentive Plan.In 2008, the Company’s stockholders approved the adoption of the Ross Stores, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) with an initial share reserve of 16.5 million shares of the Company’s common stock, of which 12.0 million shares can be issued as full value awards. The 2008 Plan provides for various types of incentive awards, which may potentially include the grant of stock options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units, and deferred compensation awards. As of January 31, 2015, there were 6.6 million shares that remained available for grant under the 2008 Plan.

A summary of the stock option activity for fiscal 2014 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 February 1, 2014	1,169		$14.07
Granted	—		—
Exercised	(650	)	14.05
Forfeited	—		—
Outstanding at January 31, 2015, all vested	519		$14.09	0.99	$40,285

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 January 31, 2015 (number of shares in thousands):

					Options outstanding and exercisable
Exercise price range					Number of shares	Remaining life	Exercise price
$	11.47	to	$	13.77	116	0.98	$13.28
13.84		to	13.89		56	0.29	13.85
13.91		to	13.91		185	1.11	13.91
13.92		to	14.65		106	0.52	14.32
14.70		to	16.39		56	2.19	16.22
$	11.47	to	$	16.39	519	0.99	$14.09

A summary of the restricted stock activity for fiscal 2014 is presented below:

(000, except per share data)	Number of shares		Weighted average grant date fair value
Unvested at February 1, 2014	3,914		$37.14
Awarded	967		67.15
Released	(1,316	)	29.29
Forfeited	(74	)	55.46
Unvested at January 31, 2015	3,491		$48.02

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 over the vesting period of generally three to five years. The unamortized compensation expense at January 31, 2015 and February 1, 2014 was $87.4 million and $74.9 million, respectively, which is expected to be recognized over a weighted average remaining period of 1.7 years. Intrinsic value for restricted stock, defined as the closing market value on the last business day of fiscal year 2014 (or $91.71), was $320.2 million. A total of 6,628,000, 6,986,000, and 7,202,000 shares were available for new restricted stock awards at the end of fiscal 2014, 2013, and 2012, respectively. During fiscal 2014, 2013, and 2012, shares purchased by the Company for tax withholding totaled 534,000, 496,000, and 505,000 shares, respectively, and are considered treasury shares which are available for reissuance. As of January 31, 2015 and February 1, 2014, the Company held 4,888,000 and 4,354,000 shares of treasury stock, respectively.

Performance share awards.The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock or restricted stock units on a specified settlement date based on the Company’s attainment of a profitability-based performance goal during the performance period, which is the Company’s fiscal year. If attained, the restricted stock or units then vest over a service period, generally two to three years from the date the performance award was granted. The release of shares related to restricted stock units earned is deferred generally for one year from the date earned. The Company issued approximately 303,000, 240,000, and 280,000 shares in settlement of the fiscal 2014, 2013, and 2012 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% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value 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 2014, 2013, and 2012, employees purchased approximately 200,000, 208,000, and 211,000 shares, respectively, of the Company’s common stock under the plan at weighted average per share prices of $64.35, $57.57, and $50.67, respectively. Through January 31, 2015, approximately 19,342,000 shares had been issued under this plan and 658,000 shares remained available for future issuance.