Stockholders' Equity

12 Months Ended

Jan. 28, 2017

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity

Common stock. In February 2017, the Company’s Board of Directors approved a new two-year $1.75 billion stock repurchase program through fiscal 2018.

The following table summarizes the Company’s stock repurchase activity in fiscal 2016, 2015, and 2014:

Fiscal Year	Shares repurchased (in millions)	Average repurchase price	Repurchased (in millions)
2016	11.6	$60.15	$700
2015	13.7	$51.27	$700
2014	14.8	$37.15	$550

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.On February 28, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.1600 per common share, payable on March 31, 2017. The Company’s Board of Directors declared cash dividends of $0.1350 per common share in March, May, August, and November 2016, cash dividends of $0.1175 per common share in February, May, August, and November 2015, and cash dividends of $0.1000 per common share in February, May, August, and November 2014.

2008 Equity Incentive Plan.The Ross Stores, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) has an initial share reserve of 33.0 million shares of the Company’s common stock, of which 24.0 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 28, 2017, there were 12.1 million shares that remained available for grant under the 2008 Plan.

A summary of the stock option activity for fiscal 2016 is presented below:

	Number of shares		Weighted average exercise price	Weighted average remaining contractual term	Aggregate intrinsic value ($000)
Outstanding at January 30, 2016	310,066		$7.34
Granted	—		—
Exercised	(261,502	)	7.18
Forfeited	—		—
Outstanding at January 28, 2017, all vested	48,564		$8.19	0.32	$2,775

As of January 28, 2017, the outstanding and exercisable options to purchase 48,564 shares of common stock had a weighted average exercise price of $8.19 and a weighted average remaining contractual life of 0.32 years.

A summary of restricted stock and performance share award activity for fiscal 2016 is presented below:

	Number of shares (000)		Weighted average grant date fair value
Unvested at January 30, 2016	6,104		$34.87
Awarded	1,537		57.08
Released	(1,916	)	27.82
Forfeited	(162	)	38.14
Unvested at January 28, 2017	5,563		$43.19

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 28, 2017 and January 30, 2016 was $101.6 million and $94.5 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 2016 (or $65.33), was $363.4 million. A total of 12.1 million, 12.7 million, and 13.3 million shares were available for new restricted stock awards at the end of fiscal 2016, 2015, and 2014, respectively. During fiscal 2016, 2015, and 2014, shares purchased by the Company for tax withholding totaled 0.7 million, 1.3 million, and 1.1 million shares, respectively, and are considered treasury shares which are available for reissuance. As of January 28, 2017 and January 30, 2016, the Company held 11.8 million and 11.1 million 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 682,000, 601,000, and 607,000 shares in settlement of the fiscal 2016, 2015, and 2014 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 2016, 2015, and 2014, employees purchased approximately 0.3 million, 0.4 million, and 0.4 million shares, respectively, of the Company’s common stock under the plan at weighted average per share prices of $51.86, $43.16, and $32.18, respectively. Through January 28, 2017, approximately 39.4 million shares had been issued under this plan and 5.6 million shares remained available for future issuance.