10-K

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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 January 28, 2012
	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.    X   

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 30, 2011 was $8,499,644,925, 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.

The number of shares of Common Stock, with $.01 par value, outstanding on March 8, 2012 was 226,520,166.

Documents incorporated by reference:
Portions of the Proxy Statement for Registrant's 2012 Annual Meeting of Stockholders, which will be filed on or before May 28, 2012, 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 fashionstores. At January 28, 2012, we operated a total of 1,125 stores, of which 1,037 were Ross Dress for Less^® (“Ross”) locations in 29 states, the District of Columbia, and Guam, and 88 were dd’s DISCOUNTS^® stores in seven states. Both brands target value-conscious women and men between the ages of 18 and 54. Ross target customers are primarily from middle income households, while dd’s DISCOUNTS target customers are typically from more moderate income households. The decisions we make, from merchandising, purchasing, and pricing, to the locations of our stores, are based on these customer profiles.

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. dd’s DISCOUNTS features 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. We believe that both Ross and dd’s DISCOUNTS 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 January 28, 2012, January 29, 2011, and January 30, 2010 as fiscal 2011, fiscal 2010, and fiscal 2009, respectively.

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.

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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 of brand names 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 2011 was approximately as follows: Ladies 29%, Home Accents and Bed and Bath 25%, Men's 13%, Accessories, Lingerie, Fine Jewelry, and Fragrances 13%, Shoes 12%, and Children’s 8%. Our merchandise offerings also include 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 7,800 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 2011, we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace. Packaway accounted for approximately 49% and 47% of total inventories as of January 28, 2012 and January 29, 2011 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 buying offices are primarily 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.

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Over the past year, we continued to make strategic investments in our merchandise organization to further enhance our ability to deliver name brand bargains to our customers. At the end of fiscal 2011, we had a total of approximately 510 merchants for Ross and dd’s DISCOUNTS combined, up from 450 in the prior year. The Ross and dd’s DISCOUNTS buying organizations are separate and distinct. These buying resources include merchandise management, buyers, and assistant buyers. Ross and dd’s DISCOUNTS buyers have on average, 10 years of experience, including merchandising positions with other retailers such as Bloomingdale's, Burlington Coat Factory, Foot Locker, HomeGoods, 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 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. 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

At January 28, 2012, we operated a total of1,125 stores comprised of 1,037 Ross stores and 88 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 promote 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 are available at the entrance for customer convenience. Cash registers are primarily located at store exits for customer ease and efficient staffing.

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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 electronic gift cards in a matter of seconds. For Ross and dd’s DISCOUNTS combined, approximately 60% and 58% of payments in fiscal 2011 and fiscal 2010, 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 systems. These initiatives support our entry into 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 and are also upgrading our store wireless network.

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.

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 store growth in 2012. Information on the size and locations of our distribution centers and warehouse facilities is found under “Properties” in Item 2.

Advertising

We rely primarily on television advertising to communicate the Ross value proposition–-brand name merchandise at everyday low prices. This strategy reflects our belief that television is the most efficient and cost-effective medium for communicating everyday savings on a wide selection of brand name bargains for both the family and home. Advertising for dd’s DISCOUNTS is primarily focused on new store grand openings and local grass roots initiatives.

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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 January 28, 2012, we had approximately 53,900 total employees, including an estimated 39,000 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.

dd’s DISCOUNTS

At January 28, 2012, we operated 88 dd’s DISCOUNTS in seven states: 48 in California, 19 in Texas, 12 in Florida, four in Arizona, two in Georgia, two in Nevada, and one in Maryland. At January 29, 2011, we had 40 dd’s DISCOUNTS stores in California, 14 in Texas, seven in Florida, and two each in Arizona, Georgia, and Nevada, for a total of 67 stores. dd’s DISCOUNTS targets the needs of households with more moderate incomesthan Ross customers. We believe this is one of the fastest growing demographic markets in the country. dd’s DISCOUNTS features a moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions at everyday savings of 20% to 70% off moderate department and discount store regular prices.

The dd’s DISCOUNTS business generally has similar merchandise departments and categories to those of Ross, but features a different mix of brands at lower average price points. The typical dd’s DISCOUNTS store is located in an established shopping center in a densely populated urban or suburban neighborhood. The merchant, store, and distribution organizations for dd’s DISCOUNTS and Ross are separate and distinct; however, dd’s DISCOUNTS shares certain other corporate and support services with Ross.

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.

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ITEM 1A. RISK FACTORS.

Our Annual Report on Form 10-K for fiscal 2011, 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. These risk factors include:

• An increase in the level of competitive pressures in the apparel or home-related merchandise industry.
   
• Changes in the level of consumer spending on or preferences for apparel or home-related merchandise.
   
• The impact from the macro-economic environment and financial and credit markets 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.
   
• A change 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 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 26% 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 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:

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• Our ability to attract and retain personnel with the retail talent necessary to execute our strategies.
   
• Our ability to effectively operate our various supply chain, core merchandising, and other information systems.
   
• Our ability to improve our merchandising capabilities through implementation of new processes and systems enhancements.
   
• Our ability to improve new store sales and profitability, especially in newer regions and markets.
   
• Our ability to achieve and maintain targeted levels of productivity and efficiency in our distribution centers.
   
• Our ability to lease or acquire acceptable new store sites with favorable demographics and long-term financial returns.
   
• Our ability to identify and to successfully enter new geographic markets.
   
• Our ability to achieve planned gross margins by effectively managing inventories, markdowns, and shrink.
   
• Our ability to 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.

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ITEM 2. PROPERTIES.

At January 28, 2012, we operated a total of 1,125 stores, of which 1,037 were Ross locations in 29 states, the District of Columbia, and Guam, and 88 were dd’s DISCOUNTS stores in seven states. All stores are leased, with the exception of three locations which we own.

During fiscal 2011, we opened 59 new Ross stores and closed ten existing stores. The average approximate Ross store size is 29,600 square feet.

During fiscal 2011, we opened 21 new dd’s DISCOUNTS stores. The average approximate dd’s DISCOUNTS store size is 23,900 square feet.

During fiscal 2011, 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 2012 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 expansion of Ross and dd’s DISCOUNTS into new markets and states in 2012. 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 January 28, 2012 and January 29, 2011.

State/Territory	January 28, 2012	January 29, 2011
Alabama	18	17
Arizona	59	56
Arkansas	2	-
California	290	275
Colorado	29	29
Delaware	1	1
District of Columbia	1	-
Florida	138	127
Georgia	46	46
Guam	1	1
Hawaii	13	12
Idaho	9	9
Illinois	12	-
Louisiana	12	11
Maryland	19	18
Mississippi	5	5
Montana	6	6
Nevada	26	24
New Jersey	10	10
New Mexico	8	8
North Carolina	33	33
Oklahoma	19	19
Oregon	26	26
Pennsylvania	37	33
South Carolina	20	20
Tennessee	25	25
Texas	173	166
Utah	15	14
Virginia	33	32
Washington	37	30
Wyoming	2	2
Total	1,125	1,055

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 January 28, 2012, 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 22 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 January 28, 2012. 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		26,000	Lease
New York City, New York		201,000	Lease
Pleasanton, California		181,000	Lease

In 2008, we purchased 167 acres of land in South Carolina.

In the fourth quarter of 2011, we purchased the land and building of an existing store location in Southern California which was previously leased, and we acquired the land and buildings for our future corporate headquarters in Dublin, California, for a combined total of approximately $100 million.

See additional discussion under “Distribution” in Item 1.

ITEM 3. LEGAL PROCEEDINGS.

Like many California retailers, we have been named in class action lawsuits regarding wage and hour claims. Class action litigation involving allegations that hourly associates have missed meal and/or rest break periods, as well as allegations of unpaid overtime wages to store managers and assistant store managers at Company stores under state law remains pending as of January 28, 2012.

We are also party to various other legal proceedings arising in the normal course of business. Actions filed against us include commercial, product, customer, intellectual property, and labor and employment-related claims, including lawsuits in which plaintiffs 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	61	Vice Chairman and Chief Executive Officer
Douglas Baker	53	President and Chief Merchandising Officer, dd’s DISCOUNTS
James S. Fassio	57	President and Chief Development Officer
Michael O’Sullivan	48	President and Chief Operating Officer
Barbara Rentler	54	President and Chief Merchandising Officer, Ross Dress for Less
Lisa Panattoni	49	Group Executive Vice President, Merchandising
John G. Call	53	Group Senior Vice President and Chief Financial Officer

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 a partner with Bain & Company 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.

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Ms. Panattoni was named Group Executive Vice President, Merchandising for Ross Home, Men’s and Children’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. 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 Financial Officer, Secretary and Treasurer of Friedman’s from June 1993 until joining Ross in 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 794 stockholders of record as of March 8, 2012 and the closing stock price on that date was $55.36 per share.

Cash dividends. In January 2012, our Board of Directors declared a quarterly cash dividend of $.14 per common share, payable on March 30, 2012. Our Board of Directors declared quarterly cash dividends of $.11 per common share in January, May, August, and November 2011, cash dividends of $.08 per common share in January, May, August, and November 2010, and cash dividends of $.055 per common share in January, May, August, and November 2009.

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Issuer purchases of equity securities. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal 2011 is as follows:

					Maximum
				Total number	number (or
				of shares	approximate
				(or units)	dollar value) of
				purchased as	shares (or units)
	Total number			part of publicly	that may yet be
	of shares	Average price		announced	purchased under
	(or units)	paid per share		plans or	the plans or
Period	purchased1,2	(or unit)1		programs	programs ($000)3
November
(10/30/2011-11/26/2011)	476,960	$	43.88	476,960	$	536,300
December
(11/27/2011-12/31/2011)	1,038,742	$	47.87	1,038,334	$	486,600
January
(01/01/2012-01/28/2012)	720,330	$	51.31	713,760	$	450,000
Total	2,236,032	$	48.13	2,229,054	$	450,000

1	All share and per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.
2	We acquired 6,978 shares of treasury stock during the quarter ended January 28, 2012. 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.
3	In January 2011, our Board of Directors approved a two-year $900 million stock repurchase program for fiscal 2011 and 2012.

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.

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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 five year period comparison graph assumes that the value of the investment in our common stock at each fiscal year end and the comparative indexes was $100 on January 31, 2007 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 for each period. Data with respect to returns for the S&P indexes is not readily available for periods shorter than one month. The total return assumes the reinvestment of dividends at the frequency with which dividends are paid. The graph is a historical representation of past performance only and is not necessarily indicative of future returns to stockholders.

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

* $100 invested on 2/3/07 in stock or 1/31/07 in index, including reinvestment of dividends. Indexes calculated on month-end basis.

			Indexed Returns for Years Ended
	Base Period
Company / Index	2007		2008	2009	2010	2011	2012
Ross Stores, Inc.		100	93	92	146	210	332
S&P 500 Index		100	98	60	80	98	102
S&P Retailing Group		100	87	55	89	114	130

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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)	2011		2010		2009		2008			2007
Operations
Sales	$	8,608,291	$	7,866,100	$	7,184,213	$	6,486,139		$	5,975,212
Cost of goods sold		6,240,760		5,729,735		5,327,278		4,956,576			4,618,220
Percent of sales		72.5%		72.8%		74.2%		76.4%			77.3%
Selling, general and administrative		1,304,065		1,229,775		1,130,813		1,034,357			935,901
Percent of sales		15.2%		15.6%		15.7%		16.0%			15.7%
Interest expense (income), net		10,322		9,569		7,593		(157	)		(4,029	)
Earnings before taxes		1,053,144		897,021		718,529		495,363			425,120
Percent of sales		12.2%		11.4%		10.0%		7.6%			7.1%
Provision for taxes on earnings		395,974		342,224		275,772		189,922			164,069
Net earnings		657,170		554,797		442,757		305,441			261,051
Percent of sales		7.6%		7.1%		6.2%		4.7%			4.4%
Basic earnings per share1	$	2.91	$	2.35	$	1.80	$	1.18		$	0.97
Diluted earnings per share1	$	2.86	$	2.31	$	1.77	$	1.16		$	0.95
Cash dividends declared
per common share1	$	0.470	$	0.350	$	0.245	$	0.198		$	0.160
1  All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

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Selected Financial Data

($000, except per share data)	2011		2010		2009		2008		2007
Financial Position
Cash and cash equivalents	$	649,835	$	833,924	$	768,343	$	321,355	$	257,580
Merchandise inventory		1,130,070		1,086,917		872,498		881,058		1,025,295
Property and equipment, net		1,241,722		983,776		942,999		951,656		868,315
Total assets		3,301,209		3,116,204		2,768,633		2,355,511		2,371,322
Return on average assets		20%		19%		17%		13%		11%
Working capital		578,319		690,919		554,933		358,456		387,396
Current ratio		1.4:1		1.5:1		1.5:1		1.4:1		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		9%		10%		11%		13%		13%
Stockholders' equity		1,493,012		1,332,692		1,157,293		996,369		970,649
Return on average
stockholders' equity		47%		45%		41%		31%		28%
Book value per common share
outstanding at year-end1	$	6.58	$	5.64	$	4.71	$	3.91	$	3.62
Operating Statistics
Number of stores opened		80		56		56		77		98
Number of stores closed		10		6		7		11		5
Number of stores at year-end		1,125		1,055		1,005		956		890
Comparable store sales increase2
(52-week basis)		5%		5%		6%		2%		1%
Sales per average square foot of
selling space3 (52-week basis)	$	338	$	324	$	311	$	298	$	301
Square feet of selling space
at year-end (000)		26,100		24,800		23,700		22,500		21,100
Number of employees at year-end		53,900		49,500		45,600		40,000		39,100
Number of common stockholders
of record at year-end		817		804		767		754		760
1  All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.
2  Comparable stores are stores open for more than 14 complete months.
3  Based on average annual selling square footage.

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

Overview

Ross Stores, Inc. operates two off-price retail chains – 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 1,037 locations in 29 states, the District of Columbia, and Guam. 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. We also operate 88 dd’s DISCOUNTS locations in seven 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 profitability and improve 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 6% during 2011 on top of an 8% increase in 2010. The 6% off-price growth in 2011 compares favorably to total national apparel sales which increased 4%, according to data published by the NPD Group, Inc., a leading provider of comprehensive consumer and retail information worldwide.

We believe that the stronger relative sales gains of the off-price retailers during 2011 and 2010 were driven mainly by an increased focus on value by consumers over the past few years. Our sales and earnings gains in 2011 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 2012, 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 help maximize our profitability.

We refer to our fiscal years ended January 28, 2012, January 29, 2011, and January 30, 2010 as fiscal 2011, fiscal 2010, and fiscal 2009, respectively. Fiscal 2011, 2010, and 2009 each had 52 weeks.

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Results of Operations

The following table summarizes the financial results for fiscal 2011, 2010, and 2009:

	2011		2010		2009
Sales
Sales (millions)	$	8,608	$	7,866	$	7,184
Sales growth		9.4%		9.5%		10.8%
Comparable store sales growth		5%		5%		6%
Costs and expenses (as a percent of sales)
Cost of goods sold		72.5%		72.8%		74.2%
Selling, general and administrative		15.2%		15.6%		15.7%
Interest expense, net		0.1%		0.1%		0.1%
Earnings before taxes (as a percent of sales)		12.2%		11.4%		10.0%
Net earnings (as a percent of sales)		7.6%		7.1%		6.2%

All share and per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

Stores. Total stores open at the end of fiscal 2011, 2010, and 2009 were 1,125, 1,055, and 1,005, respectively. The number of stores at the end of fiscal 2011, 2010, and 2009 increased by 7%, 5%, 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.

	2011		2010		2009
Stores at the beginning of the period	1,055		1,005		956
Stores opened in the period	80		56		56
Stores closed in the period	(10	)	(6	)	(7	)
Stores at the end of the period	1,125		1,055		1,005
Selling square footage at the end of the period (000)	26,100		24,800		23,700

Sales. 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 (defined as stores that have been open for more than 14 complete months). Sales for fiscal 2010 increased $681.9 million, or 9.5%, compared to the prior year due to the opening of 50 net new stores during 2010, and a 5% increase in sales from comparable stores.

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Our sales mix is shown below for fiscal 2011, 2010, and 2009:

	2011		2010		2009
Ladies	29	%	29	%	30	%
Home Accents and Bed and Bath	25	%	25	%	24	%
Men’s	13	%	13	%	13	%
Accessories, Lingerie, Fine Jewelry, and Fragrances	13	%	12	%	13	%
Shoes	12	%	12	%	11	%
Children’s	8	%	9	%	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, to diversify our merchandise mix, and to 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 2011, 2010, and 2009, 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 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 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.

Cost of goods sold in fiscal 2010 increased $402.5 million compared to the prior year mainly due to increased sales from the opening of 50 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 2010 decreased approximately 130 basis points from the prior year. This improvement was mainly the result of an 80 basis point increase in merchandise gross margin, which included a 15 basis point benefit from lower shortage. In addition, occupancy leveraged 30 basis points, and distribution costs declined by about 30 basis points. These improvements were partially offset by an increase in freight costs of about 10 basis points.

We cannot be sure that the gross profit margins realized in fiscal 2011, 2010, and 2009 will continue in future years.

Selling, general and administrative expenses. For fiscal 2011, selling, general and administrative expenses (“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.

For fiscal 2010, SG&A increased $99.0 million compared to the prior year, mainly due to increased store operating costs reflecting the opening of 50 net new stores during the year. SG&A as a percentage of sales for fiscal 2010 decreased by approximately 10 basis points compared to the prior year mainly driven by leverage on 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 2011, 2010, and 2009 was approximately 53,900, 49,500, and 45,600, respectively.

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Interest expense (income), net. In fiscal 2011, interest expense increased by $0.3 million primarily due to issuance costs for our revolving credit facility, while interest income decreased by $0.4 million primarily due to lower investment yields as compared to the prior year. As a percentage of sales, net interest expense in fiscal 2011 remained flat compared to the prior year. The table below shows interest expense and income for fiscal 2011, 2010, and 2009:

($ millions)	2011			2010			2009
Interest expense	$	11.0		$	10.7		$	9.4
Interest income		(0.7	)		(1.1	)		(1.8	)
Total interest expense, net	$	10.3		$	9.6		$	7.6

Taxes on earnings. Our effective tax rate for fiscal 2011, 2010, and 2009 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 2012 will be about 38%.

Net earnings. 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. Net earnings as a percentage of sales for fiscal 2010 were higher compared to fiscal 2009 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 2011 was $2.86, compared to $2.31 in fiscal 2010. This 24% increase in diluted earnings per share is attributable to an approximate 18% increase in net earnings and a 4% 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 2010 was $2.31, compared to $1.77 in fiscal 2009. This 31% increase in diluted earnings per share is attributable to an approximate 25% increase in net earnings and a 4% reduction in weighted average diluted shares outstanding, largely due to the repurchase of common stock under our 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, capital expenditures in connection with opening new stores, and investments in distribution centers and information systems. We also use cash to repurchase stock under our stock repurchase program and to pay dividends.

($ millions)	2011			2010			2009
Cash provided by operating activities	$	820.1		$	673.0		$	888.4
Cash used in investing activities		(471.8	)		(196.8	)		(136.8	)
Cash used in financing activities		(532.4	)		(410.6	)		(304.6	)
Net (decrease) increase in cash and cash equivalents	$	(184.1	)	$	65.6		$	447.0

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Operating Activities

Net cash provided by operating activities was $820.1 million, $673.0 million, and $888.4 million in fiscal 2011, 2010, and 2009, respectively. The primary sources of cash provided by operating activities in fiscal 2011, 2010, and 2009 were 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 2011 compared to 2010 primarily due to higher net earnings and lower working capital used to purchase additional packaway inventory. We expect to continue to take advantage of packaway inventory opportunities to deliver bargains to our customers. 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 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.

Changes in packaway inventory levels impact our operating cash flow. At the end of fiscal 2011, packaway inventory was 49% of total inventory compared to 47% and 38% at the end of fiscal 2010 and 2009, respectively. Packaway inventory as a percentage of our total inventory has increased since 2010 as we took advantage of the increased availability of compelling opportunities in the marketplace.

The change in total merchandise inventory, net of the related change in accounts payable, resulted in a use of cash of approximately $55 million and $112 million for fiscal 2011 and 2010, respectively.

Accounts payable leverage (defined as accounts payable divided by merchandise inventory) decreased to 67% as of January 28, 2012 from 71% as of January 29, 2011 as a result of higher packaway inventory.

We believe that our existing cash balances, cash flows from operations, available bank credit lines and trade credit are adequate to meet our liquidity needs for at least the next twelve months.

Investing Activities

Net cash used in investing activities was $471.8 million, $196.8 million, and $136.8 million in fiscal 2011, 2010, and 2009, respectively. The increase in cash used for investing activities for fiscal 2011, compared to the prior year was primarily due to higher capital expenditures and a transfer of funds into restricted accounts to serve as collateral for our insurance obligations.

In fiscal 2011, 2010, and 2009, our capital expenditures were $416.3 million, $198.7 million, and $158.5 million, respectively. Our capital expenditures include costs for fixtures and leasehold improvements to open new stores and costs to implement information technology systems, build or expand distribution centers, and various other expenditures related to our stores, buying, and corporate offices. We opened 80, 56, and 56 new stores in fiscal 2011, 2010, and 2009, respectively.

In April 2011, we purchased a 449,000 square foot warehouse for packaway storage in Riverside, California for $20.5 million. In the fourth quarter of 2011, we purchased the land and building of an existing store location in Southern California which was previously leased, and we acquired land and buildings for our future corporate headquarters in Dublin, California, for a combined total of approximately $100 million.

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We are forecasting approximately $450 million in capital expenditures in 2012 to fund expenditures for fixtures and leasehold improvements to open both new Ross and dd’s DISCOUNTS stores, for the relocation or upgrade of existing stores, for investments in store and merchandising systems, buildings, and equipment, for building distribution centers and implementing material handling equipment and related systems, and for various buying and corporate office expenditures. We expect to fund these expenditures with available cash and cash flows from operations.

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

($ millions)	2011		2010		2009
New stores	$	114.2	$	75.5	$	56.6
Existing stores		126.8		60.3		43.1
Distribution		86.1		32.0		30.3
Information systems, corporate, and other		89.2		30.9		28.5
Total capital expenditures	$	416.3	$	198.7	$	158.5

We had no purchases of investments in fiscal 2011, and purchased investments of $6.8 million and $2.9 million in fiscal 2010, and 2009, respectively. We had sales of investments of $4.6 million, $8.6 million, and $24.5 million in fiscal 2011, 2010, and 2009, respectively.

Financing Activities

Net cash used in financing activities was $532.4 million, $410.6 million, and $304.6 million in fiscal 2011, 2010, and 2009, respectively. During fiscal 2011, 2010, and 2009, our liquidity and capital requirements were provided by available cash and cash flows from operations. 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. We own distribution centers in each of the following cities: Carlisle, Pennsylvania; Moreno Valley, California; and Fort Mill, South Carolina; we own two warehouse facilities, one in Fort Mill, South Carolina and the other in Riverside, California.

We repurchased 11.3 million, 13.5 million, and 14.8 million shares of our common stock for aggregate purchase prices of approximately $450 million, $375 million, and $300 million in fiscal 2011, 2010, and 2009, respectively. In January 2011, our Board of Directors approved a two-year $900 million stock repurchase program for fiscal 2011 and 2012.

In January 2012, our Board of Directors declared a quarterly cash dividend of $.14 per common share, payable on March 30, 2012. Our Board of Directors declared quarterly cash dividends of $.11 per common share in January, May, August, and November 2011, cash dividends of $.08 per common share in January, May, August, and November 2010, and cash dividends of $.055 per common share in January, May, August, and November 2009.

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 2012.

In March 2011, we entered into a new $600 million unsecured, revolving credit facility. This credit facility, which replaced our previous $600 million revolving credit facility, expires in March 2016. Interest on this facility is based on LIBOR plus an applicable margin (currently 150 basis points) and is payable upon maturity but not less than quarterly. As of January 28, 2012, 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.

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Contractual Obligations

The table below presents our significant contractual obligations as of January 28, 2012:

	Less than 1						After 5
($000)	year		1 - 3 years		3 - 5 years		years		Total1
Senior notes	$	-	$	-	$	-	$	150,000	$	150,000
Interest payment obligations		9,668		19,335		19,335		30,860		79,198
Operating leases:
Rent obligations		364,788		711,005		492,481		444,571		2,012,845
Synthetic leases		5,223		1,714		-		-		6,937
Other synthetic lease obligations		989		56,183		-		-		57,172
Purchase obligations		1,237,333		5,291		47		-		1,242,671
Total contractual obligations	$	1,618,001	$	793,528	$	511,863	$	625,431	$	3,548,823

¹We have a $53.5 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 January 28, 2012, 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 $1.2 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. As of January 28, 2012, we have accrued approximately $4.6 million related to an estimated shortfall in the residual value guarantee recorded in accrued expenses and other in the accompanying consolidated balance sheets. The synthetic lease agreement includes a prepayment penalty for early payoff of the lease. Our contractual obligation of $56 million is included in Other synthetic lease obligations in the above table.

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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 January 28, 2012 we have approximately $1.4 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, 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.

We lease three warehouses. Two of the warehouses are in Carlisle, Pennsylvania with leases expiring in 2013 and 2014. The third warehouse is in Fort Mill, South Carolina, with a lease expiring in 2013. 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.

We lease approximately 181,000 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 201,000 and 26,000 square feet of office space for our New York City and Los Angeles buying offices, respectively. The lease terms for these facilities expire in 2021 and 2014, respectively, and contain renewal provisions.

Purchase obligations. As of January 28, 2012 we had purchase obligations of approximately $1,243 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 $1,172 million represent purchase obligations of less than one year as of January 28, 2012.

Commercial Credit Facilities

The table below presents our significant available commercial credit facilities at January 28, 2012:

	Amount of Commitment Expiration Per Period
	Less than 1								Total amount
($000)	year		1 - 3 years		3 - 5 years		After 5 years		committed
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 the Consolidated Financial Statements.

Revolving credit facility. At January 28, 2012, we had available a $600 million unsecured revolving credit facility with our banks. This credit facility expires in March 2016 and contains a $300 million sublimit for issuance of standby letters of credit. Interest on this credit facility is based on LIBOR plus an applicable margin (currently 150 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 January 28, 2012 we had no borrowings outstanding or letters of credits issued under this facility and were in compliance with the covenants. As of January 28, 2012, our $600 million credit facility remains in place and available.

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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 January 28, 2012, we were in compliance with these covenants.

Standby letters of credit and collateral trust. In July 2011, we entered into new standby letters of credit outside of our revolving credit facility and set up a trust to collateralize our insurance obligations. As of January 28, 2012 we had $45.3 million in standby letters of credit which are collateralized by restricted cash and cash equivalents and $21.3 million in a collateral trust consisting of restricted cash, cash equivalents, and investments.

At January 29, 2011, we had $69.6 million in standby letters of credit outstanding issued under our revolving credit facility.

Trade letters of credit. We had $39.9 million and $35.2 million in trade letters of credit outstanding at January 28, 2012 and January 29, 2011, respectively.

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 49% and 47% of total inventories as of 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 2011, 2010, or 2009.

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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 five 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.

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.

New Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” (“ASU 2011-04”). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures required for fair value measurements. ASU 2011-04 is to be applied prospectively and is effective for the Company in fiscal 2012. We believe adoption of this guidance will not have a material impact on our consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU 2011-05 requires that all nonowner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This new guidance is to be applied retrospectively and is effective for the Company in fiscal 2012. We believe the adoption of this guidance will not have a material impact on our consolidated financial position or results of operations.

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Forward-Looking Statements

Our Annual Report on Form 10-K for fiscal 2011, 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 January 28, 2012.

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 January 28, 2012, 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 January 28, 2012 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 materially impacted our consolidated financial position, results of operations, cash flows, or the fair values of our short- and long-term investments as of and for the year ended January 28, 2012. 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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Consolidated Statements of Earnings

	Year ended		Year ended		Year ended
($000, except per share data)	January 28, 2012		January 29, 2011		January 30, 2010
Sales	$	8,608,291	$	7,866,100	$	7,184,213
Costs and Expenses
Costs of goods sold		6,240,760		5,729,735		5,327,278
Selling, general and administrative		1,304,065		1,229,775		1,130,813
Interest expense, net		10,322		9,569		7,593
Total costs and expenses		7,555,147		6,969,079		6,465,684
Earnings before taxes		1,053,144		897,021		718,529
Provision for taxes on earnings		395,974		342,224		275,772
Net earnings	$	657,170	$	554,797	$	442,757
Earnings per share
Basic	$	2.91	$	2.35	$	1.80
Diluted	$	2.86	$	2.31	$	1.77
Weighted average shares outstanding (000)
Basic		225,915		235,641		245,774
Diluted		229,982		239,805		250,028
Dividends
Cash dividends declared per share	$	0.470	$	0.350	$	0.245

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

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Consolidated Balance Sheets

($000, except share data)	January 28, 2012			January 29, 2011
Assets
Current Assets
Cash and cash equivalents	$	649,835		$	833,924
Short-term investments		658			3,204
Accounts receivable		50,848			45,384
Merchandise inventory		1,130,070			1,086,917
Prepaid expenses and other		87,362			63,807
Deferred income taxes		5,598			10,003
Total current assets		1,924,371			2,043,239
Property and Equipment
Land and buildings		338,027			241,138
Fixtures and equipment		1,408,647			1,258,707
Leasehold improvements		657,312			584,306
Construction-in-progress		131,881			69,237
		2,535,867			2,153,388
Less accumulated depreciation and amortization		1,294,145			1,169,612
Property and equipment, net		1,241,722			983,776
Long-term investments		5,602			14,082
Other long-term assets		129,514			75,107
Total assets	$	3,301,209		$	3,116,204
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	761,717		$	767,455
Accrued expenses and other		304,654			292,174
Accrued payroll and benefits		248,552			235,030
Income taxes payable		31,129			57,661
Total current liabilities		1,346,052			1,352,320
Long-term debt		150,000			150,000
Other long-term liabilities		203,625			189,989
Deferred income taxes		108,520			91,203
Commitments and contingencies
Stockholders’ Equity
Common stock, par value $.01 per share		2,269			2,362
Authorized 600,000,000 shares
Issued and outstanding 226,864,000 and
236,126,000 shares, respectively.
Additional paid-in capital		788,895			739,545
Treasury stock		(62,262	)		(46,408	)
Accumulated other comprehensive income		635			488
Retained earnings		763,475			636,705
Total stockholders’ equity		1,493,012			1,332,692
Total liabilities and stockholders’ equity	$	3,301,209		$	3,116,204
The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Stockholders' Equity

												Accumulated
						Additional						other
	Common stock					paid-in			Treasury			comprehensive			Retained
(000)	Shares		Amount			capital			stock			income (loss)			earnings			Total
Balance at January 31, 2009	254,692		$	2,546		$	624,844		$	(30,819	)	$	(1,174	)	$	400,972		$	996,369
Comprehensive income:
Net earnings	-			-			-			-			-			442,757			442,757
Unrealized investment gain, net	-			-			-			-			1,344			-			1,344
Total comprehensive income																			444,101
Common stock issued under stock
plans, net of shares
used for tax withholding	5,916			60			49,333			(6,045	)		-			-			43,348
Tax benefit from equity issuance	-			-			8,582			-			-			-			8,582
Stock-based compensation	-			-			25,746			-			-			-			25,746
Common stock repurchased	(14,750	)		(148	)		(27,826	)		-			-			(272,026	)		(300,000	)
Dividends declared	-			-			-			-			-			(60,853	)		(60,853	)
Balance at January 30, 2010	245,858		$	2,458		$	680,679		$	(36,864	)	$	170		$	510,850		$	1,157,293
Comprehensive income:
Net earnings	-			-			-			-			-			554,797			554,797
Unrealized investment gain, net	-			-			-			-			318			-			318
Total comprehensive income																			555,115
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
Comprehensive income:
Net earnings	-			-			-			-			-			657,170			657,170
Unrealized investment gain, net	-			-			-			-			147			-			147
Total comprehensive income																			657,317
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
The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Cash Flows

	Year ended			Year ended			Year ended
($000)	January 28, 2012			January 29, 2011			January 30, 2010
Cash Flows From Operating Activities
Net earnings	$	657,170		$	554,797		$	442,757
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization		159,892			160,693			159,043
Stock-based compensation		40,404			36,551			25,746
Deferred income taxes		21,722			(17,977	)		16,113
Tax benefit from equity issuance		19,040			15,412			8,582
Excess tax benefit from stock-based compensation		(18,180	)		(14,746	)		(7,291	)
Change in assets and liabilities:
Merchandise inventory		(43,153	)		(214,419	)		8,560
Other current assets		(10,329	)		(6,339	)		(6,441	)
Accounts payable		(11,614	)		102,851			115,893
Other current liabilities		(2,109	)		52,594			118,980
Other long-term, net		7,262			3,649			6,442
Net cash provided by operating activities		820,105			673,066			888,384
Cash Flows From Investing Activities
Additions to property and equipment		(416,271	)		(198,651	)		(158,487	)
Increase in restricted cash and investments		(60,086	)		-			-
Proceeds from sales of property and equipment		-			-			10
Purchases of investments		-			(6,842	)		(2,904	)
Proceeds from investments		4,589			8,648			24,548
Net cash used in investing activities		(471,768	)		(196,845	)		(136,833	)
Cash Flows From Financing Activities
Excess tax benefit from stock-based compensation		18,180			14,746			7,291
Issuance of common stock related to stock plans		17,290			36,479			49,393
Treasury stock purchased		(15,854	)		(9,544	)		(6,045	)
Repurchase of common stock		(450,000	)		(375,000	)		(300,000	)
Dividends paid		(102,042	)		(77,321	)		(55,202	)
Net cash used in financing activities		(532,426	)		(410,640	)		(304,563	)
Net (decrease) increase in cash and cash equivalents		(184,089	)		65,581			446,988
Cash and cash equivalents:
Beginning of year		833,924			768,343			321,355
End of year	$	649,835		$	833,924		$	768,343
Supplemental Cash Flow Disclosures
Interest paid	$	9,668		$	9,668		$	9,668
Income taxes paid	$	370,074		$	330,589		$	201,232
Non-Cash Investing Activities
Increase in fair value of investment securities	$	226		$	490		$	1,435
The accompanying notes are an integral part of these consolidated financial statements.

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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 2011, the Company operated 1,037 Ross Dress for Less^® (“Ross”) locations in 29 states, the District of Columbia, and Guam, and 88 dd’s DISCOUNTS^® stores in seven states, all of which are supported by four distribution centers. The Company’s headquarters, one buying office, two distribution centers, one warehouse, and 26% 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 January 28, 2012, January 29, 2011 and January 30, 2010 are referred to as fiscal 2011, fiscal 2010, and fiscal 2009, respectively, and had 52 weeks.

Stock dividend. On November 16, 2011, the Company’s Board of Directors declared a two-for-one split of the Company’s common stock issued in the form of a stock dividend. Stockholders of record as of November 29, 2011 were issued one additional share of common stock on December 15, 2011 for each share held. 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, self-insurance reserves, and uncertain tax position reserves.

Purchase obligations. As of January 28, 2012, the Company had purchase obligations of approximately $1,243 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 $1,172 million represent purchase obligations of less than one year as of January 28, 2012.

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 to serve as collateral for certain of the Company’s insurance obligations. 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 January 28, 2012, the Company had cash and cash equivalents of $61.1 million and investments of $5.7 million in restricted accounts. As of January 28, 2012 restricted cash, cash equivalents, and investments of $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.

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Investments. The Company’s investments are comprised of various debt securities. At January 28, 2012 and January 29, 2011, 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 49% and 47% of total inventories as of January 28, 2012 and January 29, 2011. 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 January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Restricted cash and investments	$	18,689	$	--
Prepaid expenses		68,673		63,807
Total	$	87,362	$	63,807

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 five to 12 years for equipment and 20 to 40 years for land improvements and buildings. Depreciation and amortization expense on property and equipment was $159.9 million, $160.7 million, and $159.0 million for fiscal 2011, 2010, and 2009, 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 $137.1 million and $102.0 million at January 28, 2012 and January 29, 2011, respectively, are included in fixtures and equipment and are amortized over their estimated useful life, generally ranging from five to seven years. The Company capitalizes interest during the construction period. Interest capitalized was $0.5 million and $0.1 million in fiscal 2011 and fiscal 2010, respectively.

In the fourth quarter of 2011, the Company purchased the land and building of an existing store location in Southern California which was previously leased, and acquired the land and buildings for its future corporate headquarters in Dublin, California, for a combined total of approximately $100 million.

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Other long-term assets. Other long-term assets as of January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Deferred compensation (Note B)	$	67,459	$	63,569
Restricted cash and investments		48,059		--
Goodwill		2,889		2,889
Deposits		4,115		3,835
Other		6,992		4,814
Total	$	129,514	$	75,107

Other assetsare principally comprised of prepaid rent and other long-term prepayments.

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 2011, 2010, and 2009, 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 2011, the Company closed ten Ross stores. In 2010, the Company closed six Ross stores. The lease loss liability related to certain of these closed stores was $3.0 million and $4.9 million, as of January 28, 2012 and January 29, 2011, 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 $78.9 million and $53.4 million at January 28, 2012 and January 29, 2011, 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 January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Workers’ compensation	$	74,773	$	67,425
General liability		27,375		25,490
Medical plans		3,220		3,344
Total	$	105,368	$	96,259

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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 January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Deferred compensation	$	67,459	$	63,569
Deferred rent		59,444		58,989
Income taxes (See Note F)		53,534		41,784
Tenant improvement allowances		21,287		22,392
Other		1,901		3,255
Total	$	203,625	$	189,989

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.

Estimated fair value of financial instruments. The carrying value of cash and cash equivalents, short- and long-term 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.

Revenue recognition. The Company recognizes revenue at the point of sale and maintains an allowance for estimated future returns. Sales of gift cards are deferred until they are redeemed for the purchase of Company merchandise. The Company’s gift cards do not have expiration dates. Based upon historical redemption rates, a small percentage of gift cards will never be redeemed, which represents breakage. The Company recognizes income from gift card breakage as a reduction of operating expenses when redemption by a customer is considered to be remote. Income recognized from breakage was not significant in fiscal 2011, 2010, and 2009.

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:
January 28, 2012	$	5,869	$	606,293	$	(605,736	)	$	6,426
January 29, 2011	$	5,344	$	558,361	$	(557,836	)	$	5,869
January 30, 2010	$	4,702	$	506,249	$	(505,607	)	$	5,344

Store pre-opening. Store pre-opening costs are expensed in the period incurred.

Advertising. Advertising costs are expensed in the period incurred. Advertising costs for fiscal 2011, 2010, and 2009 were $59.9 million, $54.3 million, and $53.5 million, respectively.

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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 2011, 2010, and 2009 there were 5,900, 6,400, and 39,600 weighted average shares, respectively, that could potentially dilute basic EPS in the future that were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for those years.

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

			Effect of dilutive
			common stock
Shares in (000s)	Basic EPS		equivalents			Diluted EPS
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
2009
Shares		245,774		4,254			250,028
Amount	$	1.80	$	(0.03	)	$	1.77

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Sales mix. The Company’s sales mix is shown below for fiscal 2011, 2010, and 2009:

	2011	2010	2009
Ladies	29%	29%	30%
Home Accents and Bed and Bath	25%	25%	24%
Men’s	13%	13%	13%
Accessories, Lingerie, Fine Jewelry, and Fragrances	13%	12%	13%
Shoes	12%	12%	11%
Children’s	8%	9%	9%
Total	100%	100%	100%

Comprehensive income. Comprehensive income consists of net earnings and other comprehensive income (loss), principally unrealized investment gains or losses. Components of comprehensive income are presented in the consolidated statements of stockholders’ equity.

New accounting standards. In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” (“ASU 2011-04”). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures required for fair value measurements. ASU 2011-04 is to be applied prospectively and is effective for the Company in fiscal 2012. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU 2011-05 requires that all nonowner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This new guidance is to be applied retrospectively and is effective for the Company in fiscal 2012. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial position or results of operations.

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Note B: Investments and Restricted Investments

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

	Amortized		Unrealized		Unrealized
($000)	cost		gains		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

The amortized cost and fair value of the Company’s available-for-sale securities as of January 29, 2011 were:

	Amortized		Unrealized		Unrealized
($000)	cost		gains		losses			Fair value		Short-term		Long-term
Corporate securities	$	7,465	$	634	$	(37	)	$	8,062	$	300	$	7,762
U.S. government and agency
securities		7,959		77		(5	)		8,031		2,366		5,665
Mortgage-backed securities		1,111		82		-			1,193		538		655
Total	$	16,535	$	793	$	(42	)	$	17,286	$	3,204	$	14,082

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.

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Assets measured at fair value at January 28, 2012 are summarized below:

			Fair Value Measurements at Reporting Date
			Quoted
			prices in
			active		Significant
			markets for		other		Significant
			identical		observable		unobservable
	January 28,		assets		inputs		inputs
($000)	2012		(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 assets measured at fair value	$	11,911	$	4,200	$	7,711		$	-

Assets measured at fair value at January 29, 2011 are summarized below:

			Fair Value Measurements at Reporting Date
			Quoted
			prices in
			active		Significant
			markets for		other		Significant
			identical		observable		unobservable
	January 29,		assets		inputs		inputs
($000)	2011		(Level 1)		(Level 2)		(Level 3)
Corporate securities	$	8,062	$	-	$	8,062		$	-
U.S. government and agency securities		8,031		8,031		-			-
Mortgage-backed securities		1,193		-		1,193			-
Total assets measured at fair value	$	17,286	$	8,031	$	9,255		$	-

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The maturities of investment securities at January 28, 2012 were:

	Investments				Restricted Investments
			Estimated				Estimated
($000)	Cost basis		fair value		Cost basis		fair value
Maturing in one year or less	$	639	$	658	$	-	$	-
Maturing after one year through five years		4,070		4,269		1,500		1,600
Maturing after five years through ten years		1,099		1,333		3,626		4,051
Total	$	5,808	$	6,260	$	5,126	$	5,651

The underlying assets in the Company’s non-qualified deferred compensation program totaling $67.5 million and $63.6 million as of January 28, 2012 and January 29, 2011, 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 $57.8 million and $54.9 million as of January 28, 2012 and January 29, 2011, respectively. The fair value measurement for funds without quoted market prices in active markets (Level 2) totaled $9.7 million and $8.7 million as of January 28, 2012 and January 29, 2011, respectively. Fair market value for these Level 2 funds is the sum of participant funds invested under a group annuity contract plus accrued interest.

Note C: Stock-based Compensation

For fiscal 2011, 2010, and 2009, the Company recognized stock-based compensation expense as follows:

($000)	2011		2010		2009
Restricted stock	$	22,994	$	22,387	$	17,791
Performance awards		15,944		11,641		5,003
ESPP and stock options		1,466		2,523		2,952
Total	$	40,404	$	36,551	$	25,746

Capitalized stock-based compensation cost was not significant in any year.

No stock options were granted during fiscal 2011, 2010, or 2009. The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date. At January 28, 2012, 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 2011, 2010, and 2009 is as follows:

Statements of Earnings Classification ($000)	2011		2010		2009
Cost of goods sold	$	17,670	$	15,665	$	11,912
Selling, general and administrative		22,734		20,886		13,834
Total	$	40,404	$	36,551	$	25,746

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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 January 28, 2012 of approximately $190 million is estimated by obtaining comparable market quotes. The senior notes are subject to prepayment penalties for early payment of principal.

Revolving credit facility. In March 2011, the Company entered into a new $600 million unsecured, revolving credit facility. This credit facility, which replaced the Company’s previous $600 million revolving credit facility, expires in March 2016 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 150 basis points) and is payable upon maturity but not less than quarterly. The Company had no borrowings outstanding or letters of credit issued under this facility as of January 28, 2012. As of January 28, 2012, the Company’s $600 million credit facility remains in place and available.

At January 29, 2011, the Company had a $600 million unsecured, revolving credit facility. Interest pricing on this facility was LIBOR plus 45 basis points and contained a $300 million sublimit for issuance of standby letters of credit, of which $230.4 million was available.

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 January 28, 2012, the Company was in compliance with these covenants.

Standby letters of credit and collateral trust. In July 2011, the Company entered into new standby letters of credit outside of its revolving credit facility and set up a trust to collateralize its insurance obligations. As of January 28, 2012, the Company had $45.3 million in standby letters of credit which are collateralized by restricted cash and cash equivalents and $21.3 million in a collateral trust consisting of restricted cash, cash equivalents, and investments.

At January 29, 2011, the Company had $69.6 million in outstanding standby letters of credit issued under its revolving credit facility.

Trade letters of credit. The Company also had $39.9 million and $35.2 million in trade letters of credit outstanding at January 28, 2012 and January 29, 2011, 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 or each renewal term. The Company’s obligation under the residual value guarantee at the end of the respective lease terms is $1.2 million.

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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 ten-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. As of January 28, 2012, the Company has accrued approximately $4.6 million related to an estimated shortfall in the residual value guarantee recorded in accrued expenses and other in the consolidated balance sheets. The synthetic lease agreement includes a prepayment penalty for early payoff of the lease.

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 January 28, 2012 the Company had approximately $1.4 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 January 28, 2012, 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 2013 and 2014. The third warehouse is in Fort Mill, South Carolina, with a lease expiring in 2013. 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 181,000 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 201,000 and 26,000 square feet of office space for its New York City and Los Angeles buying offices, respectively. The lease terms for these facilities expire in 2021 and 2014, respectively, and contain renewal provisions.

The aggregate future minimum annual lease payments under leases in effect at January 28, 2012 are as follows:

					Residual
	Operating		Synthetic		value
($000)	leases		leases		guarantees		Total leases
2012	$	364,788	$	5,223	$	989	$	371,000
2013		380,695		1,714		56,183		438,592
2014		330,310		-		-		330,310
2015		275,470		-		-		275,470
2016		217,011		-		-		217,011
Thereafter		444,571		-		-		444,571
Total minimum lease payments	$	2,012,845	$	6,937	$	57,172	$	2,076,954

Total rent expense for all leases was $380.0 million in 2011, $360.4 million in 2010, and $336.5 million in 2009.

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Note F: Taxes on Earnings

The provision for income taxes consisted of the following:

($000)	2011		2010		2009
Current
Federal	$	343,550	$	329,723	$	242,111
State		30,702		30,478		17,548
		374,252		360,201		259,659
Deferred
Federal		25,383		(11,139)		13,417
State		(3,661)		(6,838)		2,696
		21,722		(17,977)		16,113
Total	$	395,974	$	342,224	$	275,772

In fiscal 2011, 2010, and 2009, the Company realized tax benefits of $19.0 million, $15.4 million and $8.6 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:

	2011	2010	2009
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%

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The components of deferred income taxes at January 28, 2012 and January 29, 2011 are as follows:

($000)	2011			2010
Deferred Tax Assets
Accrued liabilities	$	43,215		$	27,309
Deferred compensation		34,736			32,131
Stock-based compensation		16,969			13,772
Deferred rent		13,115			11,003
California franchise taxes		11,286			8,493
Employee benefits		10,074			2,754
Other		3,260			9,406
		132,655			104,868
Deferred Tax Liabilities
Depreciation		(199,119	)		(150,042	)
Merchandise inventory		(20,129	)		(21,046	)
Supplies		(9,024	)		(8,266	)
Prepaid expenses		(7,305	)		(6,714	)
		(235,577	)		(186,068	)
Net Deferred Tax Liabilities	$	(102,922	)	$	(81,200	)
Classified as:
Current net deferred tax asset	$	5,598		$	10,003
Long-term net deferred tax liability		(108,520	)		(91,203	)
Net Deferred Tax Liabilities	$	(102,922	)	$	(81,200	)

The changes in amounts of unrecognized tax benefits (gross of federal tax benefits and excluding interest) at fiscal 2011, 2010, and 2009 are as follows:

($000)	2011			2010			2009
Unrecognized tax benefits - beginning of year	$	43,990		$	33,349		$	26,338
Gross increases:
Tax positions in current period		9,245			8,957			7,314
Tax positions in prior period		12,193			4,343			2,308
Gross decreases:
Tax positions in prior periods		(4,491	)		-			-
Lapse of statute limitations		(682	)		(1,348	)		(1,731	)
Settlements		(3,731	)		(1,311	)		(880	)
Unrecognized tax benefits - end of year	$	56,524		$	43,990		$	33,349

At the end of fiscal 2011, 2010, and 2009, the reserves for unrecognized tax benefits (net of federal tax benefits) were $53.5 million, $41.8 million, and $33.6 million inclusive of $12.0 million, $12.0 million, and $10.0 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, $36.0 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.

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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 $1.2 million.

The Company is generally open to audit by the Internal Revenue Service under the statute of limitations for fiscal years 2008 through 2011. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years 2007 through 2011. 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 $8.7 million, $8.2 million, and $7.6 million in fiscal 2011, 2010, and 2009, 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 $67.5 million and $63.6 million at January 28, 2012 and January 29, 2011, 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 $67.5 million and $63.6 million at January 28, 2012 and January 29, 2011, 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 $5.7 million and $4.9 million is included in accrued liabilities and other in the accompanying consolidated balance sheets as of January 28, 2012 and January 29, 2011, respectively.

Note H: Stockholders' Equity

Common stock. The Company repurchased 11.3 million, 13.4 million, and 14.8 million shares of common stock for aggregate purchase prices of approximately $450 million, $375 million, and $300 million in fiscal 2011, 2010, and 2009, respectively. In January 2011, the Company’s Board of Directors approved a two-year $900 million stock repurchase program for fiscal 2011 and 2012.

The following table summarizes the Company’s stock repurchase activity in fiscal 2011, 2010, and 2009:

	Shares repurchased	Average repurchase			Repurchased
Fiscal Year	(in millions)	price			(in millions)
2011	11.3		$	39.95		$	450
2010	13.4		$	27.86		$	375
2009	14.8		$	20.34		$	300

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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 2012, the Company’s Board of Directors declared a quarterly cash dividend of $.14 per common share, payable on March 30, 2012. The Company’s Board of Directors declared quarterly cash dividends of $.11 per common share in January, May, August, and November 2011, cash dividends of $.08 per common share in January, May, August, and November 2010, and cash dividends of $.055 per common share in January, May, August, and November 2009.

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 28, 2012, there were 7.8 million shares that remained available for grant under the 2008 Plan.

A summary of the stock option activity for fiscal 2011 is presented below.

					Weighted
			Weighted		average
			average		remaining	Aggregate
	Number of		exercise		contractual	intrinsic
(000, except per share data)	shares		price		term	value
Outstanding at January 29, 2011	3,218		$	12.76
Granted	-			-
Exercised	(793	)		11.33
Forfeited	(7	)		10.98
Outstanding at January 28, 2012, all vested	2,418		$	13.24	2.77	$	91,536

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 28, 2012 (number of shares in thousands):

					Options outstanding and exercisable
					Number of	Remaining	Exercise
Exercise price range					shares	life	price
$	8.19	to	$	12.23	681	1.48	$	10.89
	12.27	to		13.91	730	3.44		13.53
	13.92	to		14.57	613	3.15		14.31
	14.59	to		16.43	394	3.18		15.09
$	8.19	to	$	16.43	2,418	2.77	$	13.24

48

A summary of the restricted stock activity for fiscal 2011 is presented below:

			Weighted
			average
	Number of		grant date
(000, except per share data)	shares		fair value
Unvested at January 29, 2011	5,671		$	18.50
Awarded	1,603			32.91
Released	(1,725	)		17.00
Forfeited	(196	)		20.16
Unvested at January 28, 2012	5,353		$	23.23

The market value of restricted shares 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 January 28, 2012 and January 29, 2011 was $67.5 million and $56.8 million, respectively, which is expected to be recognized over a weighted average remaining period of 2.0 years. Intrinsic value for restricted stock, defined as the closing market value on the last business day of fiscal year 2011 (or $51.09), was $273.5 million. A total of 7,811,000, 8,770,000, and 9,886,000 shares were available for new restricted stock awards at the end of fiscal 2011, 2010, and 2009, respectively. During fiscal 2011, 2010, and 2009, shares purchased by the Company for tax withholding totaled 442,000, 350,000, and 326,000 shares, respectively, and are considered treasury shares which are available for reissuance. As of January 28, 2012 and January 29, 2011, the Company held 3,354,000 and 2,932,000 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 common stock 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 common stock then issued vests over the service period, generally three years from the date the performance award was granted. The Company issued approximately 467,000, 656,000, and 792,000 shares in settlement of the fiscal 2011, 2010, and 2009 awards.

Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan (“ESPP”), eligible full-time employees participating in the annual 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. In addition, 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 2011, 2010, and 2009, employees purchased approximately 243,000, 292,000, and 332,000 shares, respectively, of the Company’s common stock under the plan at weighted average per share prices of $34.24, $23.74, and $17.38, respectively. Through January 28, 2012, approximately 18,723,000 shares had been issued under this plan and 1,277,000 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 $0.2 million in fiscal 2011, 2010, and 2009, 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.

49

Note J: Litigation, Claims, and Assessments

Like many California retailers, the Company has been named in class action lawsuits regarding wage and hour claims. Class action litigation involving allegations that hourly associates have missed meal and/or rest break periods, as well as allegations of unpaid overtime wages to store managers and assistant store managers at Company stores under state law remains pending as of January 28, 2012.

The Company is also party to various other legal proceedings arising in the normal course of business. Actions filed against the Company include commercial, product, customer, intellectual property, and labor and employment-related claims, including lawsuits in which plaintiffs 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.

50

Note K: Quarterly Financial Data (Unaudited)

Summarized quarterly financial information for fiscal 2011 and 2010 is presented in the tables below.

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 – basic1,2	$	0.75	$	0.65	$	0.64	$	0.86
Earnings per share – diluted1,2	$	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.

51

Year ended January 29, 2011:

	Quarter Ended
($000, except per share data)	May 1, 2010		July 31, 2010		October 30, 2010		January 29, 2011
Sales	$	1,934,778	$	1,911,760	$	1,874,320	$	2,145,242
Cost of goods sold		1,406,082		1,395,785		1,365,513		1,562,355
Selling, general and administrative		294,472		303,402		312,277		319,624
Interest expense, net		2,388		2,436		2,232		2,513
Total costs and expenses		1,702,942		1,701,623		1,680,022		1,884,492
Earnings before taxes		231,836		210,137		194,298		260,750
Provision for taxes on earnings		89,489		80,861		72,920		98,954
Net earnings	$	142,347	$	129,276	$	121,378	$	161,796
Earnings per share – basic1,2	$	0.59	$	0.54	$	0.52	$	0.70
Earnings per share – diluted1,2	$	0.58	$	0.53	$	0.51	$	0.69
Cash dividends declared per share
on common stock¹	$	-	$	0.08	$	0.08	$	0.19	³
Stock price¹
High	$	29.26	$	28.85	$	29.50	$	33.50
Low	$	22.60	$	25.75	$	24.52	$	29.80

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 $.08 per share dividend declared in November 2010 and $.11 per share dividend declared in January 2011.

52

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 January 28, 2012 and January 29, 2011, and the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the three years in the period ended January 28, 2012. We also have audited the Company’s internal control over financial reporting as of January 28, 2012, 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 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 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 financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall 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 opinions.

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.

53

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ross Stores, Inc. and subsidiaries as of January 28, 2012 and January 29, 2011, and the results of their operations and their cash flows for each of the three years in the period ended January 28, 2012, in conformity with accounting principles generally accepted 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 January 28, 2012, 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
March 27, 2012

54

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 January 28, 2012.

Our internal control over financial reporting as of January 28, 2012 has also been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion as to the effectiveness of our internal control over financial reporting is stated in their report, dated March 27, 2012, 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 2011 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.

55

ITEM 9B. OTHER INFORMATION.

None

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 16, 2012 (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 CFO, Controller, Assistant Controller, Treasurer, 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.”

56

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 January 28, 2012 (all share and per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011):

	(a)			(c)
	Number of securities	(b)		Number of securities
	to be issued upon	Weighted average		remaining available for
	exercise of	exercise price per		future issuance
	outstanding options	share of outstanding		(excluding securities
Shares in (000s)	and rights	options and rights		reflected in column (a))1
Equity compensation
plans approved by
security holders	1,8022	$	13.67	9,0883
Equity compensation
plans not approved by
security holders4	616	$	11.99	-
Total	2,418	$	13.24	9,088

¹After 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.

²Represents 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.

³Includes 1,277,000 shares reserved for issuance under the Employee Stock Purchase Plan and 7,811,000 shares reserved for issuance under the 2008 Equity Incentive Plan.

⁴Represents 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.

57

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 January 28, 2012, January 29, 2011, and January 30, 2010.
			Consolidated Balance Sheets at January 28, 2012 and January 29, 2011.
			Consolidated Statements of Stockholders' Equity for the years ended January 28, 2012, January 29, 2011, and January 30, 2010.
			Consolidated Statements of Cash Flows for the years ended January 28, 2012, January 29, 2011, and January 30, 2010.
			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.

58

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)
Date: March 27, 2012	By:	/s/Michael Balmuth
		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	March 27, 2012
Michael Balmuth	Chief Executive Officer, Director
/s/J. Call	Group Senior Vice President,	March 27, 2012
John G. Call	Chief Financial Officer and
	Principal Accounting Officer
/s/Norman A. Ferber	Chairman of the Board, Director	March 27, 2012
Norman A. Ferber
/s/K. Gunnar Bjorklund	Director	March 27, 2012
K. Gunnar Bjorklund
/s/Michael J. Bush	Director	March 27, 2012
Michael J. Bush
/s/Sharon D. Garrett	Director	March 27, 2012
Sharon D. Garrett
/s/G. Orban	Director	March 27, 2012
George P. Orban
/s/G. L. Quesnel	Director	March 27, 2012
Gregory L. Quesnel
/s/Donald H. Seiler	Director	March 27, 2012
Donald H. Seiler

59

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	Amended and Restated By-laws, as last amended November 16, 2011, incorporated by reference to Exhibit 3.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 29, 2011.
3.3	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.
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	Amended and Restated Revolving Credit Agreement dated March 31, 2004, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.
10.3	Amendment No. 1 to Amended and Restated Revolving Credit Agreement dated July 28, 2006, incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.
10.4	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.
MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.5 - 10.65)
10.5	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.
10.6	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.
10.7	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.
10.8	Fourth Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 29, 2000.

60

10.9	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.
10.10	Fourth Amended and Restated Ross Stores, Inc. 1988 Restricted Stock Plan, incorporated by reference to Exhibit 10.9 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2000.
10.11	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.
10.12	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.
10.13	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.
10.14	Ross Stores Second Amended and Restated Ross Stores, Inc. Non-Qualified Deferred Compensation Plan, incorporated by reference to Exhibit 10.12 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 1999.
10.15	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.
10.16	Amended and Restated Ross Stores, Inc. Incentive Compensation Plan, incorporated by reference to Exhibit 10.18 to the Form 10-K filed by Ross Stores, Inc. for its year ended January 29, 2000.
10.17	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.
10.18	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.
10.19	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.
10.20	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.
10.21	Form of Stock Option Agreement for options granted pursuant to Ross Stores, Inc. 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.32 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 31, 2004.
10.22	Form of Restricted Stock Agreement for stock awards granted pursuant to the Ross Stores, Inc. 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.33 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 31, 2004.

61

10.23	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.
10.24	Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to the appendix to the Definitive Proxy Statement on Schedule 14A filed by Ross Stores, Inc. on April 14, 2008.
10.25	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.
10.26	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.
10.27	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.
10.28	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.
10.29	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 99.6 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.
10.30	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.
10.31	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.
10.32	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.
10.33	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.
10.34	Form of Performance Share Award Agreement incorporated by reference to Exhibit 10.6 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2007.
10.35	Ross Stores, Inc. Form of Notice of Grant and Performance Share Agreement incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.
10.36	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 10.1 to the Form 10-Q filed by Ross Stores, Inc. on May 1, 2010.

62

10.37	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.
10.38	Form of Indemnity Agreement between Ross Stores, Inc. for Directors and Executive Officers, incorporated by reference to Exhibit 10.27 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2002.
10.39	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.
10.40	Independent Contractor Consultancy Agreement effective February 1, 2000 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.41 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2000.
10.41	Retirement Benefit Package Agreement effective February 1, 2000 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.42 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2000.
10.42	Amendment to Independent Contractor Consultancy Agreement dated January 10, 2001 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.16 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 3, 2001.
10.43	Amendment #2 to the Independent Contractor Consultancy Agreement dated January 7, 2002 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.16 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2002.
10.44	Third Amendment to the Independent Contractor Consultancy Agreement effective February 1, 2003 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.19 of the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2003.
10.45	Fourth Amendment to the Independent Contractor Consultancy Agreement effective February 1, 2004 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.19 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2005.
10.46	Fifth Amendment to the Independent Contractor Consultancy Agreement effective February 1, 2005 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.20 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2005.
10.47	Sixth Amendment to the Independent Contractor Consultancy Agreement between Norman A. Ferber and Ross Stores, Inc. effective February 1, 2006, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2006.
10.48	Revised and Restated Sixth Amendment to the Independent Contractor Consultancy Agreement executed June 2007 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 4, 2007.
10.49	Seventh Amendment to the Independent Contractor Consultancy Agreement executed March 2008 between Norman A. Ferber 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, 2008.

63

10.50	Amended and Restated Independent Contractor Consultancy Agreement effective January 6, 2010 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.47 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2011.
10.51	Amended and Restated Retirement Benefit Package Agreement effective January 6, 2010 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.48 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.
10.52	Amended Independent Contractor Consultancy Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc.
10.53	Amended Retirement Benefits Package Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc.
10.54	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.
10.55	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.
10.56	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.
10.57	Third Amendment to the Employment Agreement executed April 2007 between Michael Balmuth and Ross Stores, Inc. incorporated by reference to Exhibit 10.8 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2007.
10.58	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.
10.59	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.
10.60	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.
10.61	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.
10.62	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.

64

10.63	Executive Employment Agreement effective March 16, 2011 between John Call and Ross Stores, Inc., incorporated by reference to Exhibit 10.6 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2011.
10.64	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.
10.65	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

65

EX-10.52

AMENDED INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT

This Amended Independent Contractor Consultancy Agreement (the “Agreement”) made and entered into as of January 30, 2012 (the “Effective Date”) by and between Ross Stores, Inc. (“Company”) and Norman A. Ferber, an individual (“Contractor”), amends the Amended and Restated Independent Contractor Consultancy Agreement entered into by the Company and Contractor effective as of January 6, 2010 (the “Prior Agreement”) as follows:

1.	Paragraph 2.1 of the Prior Agreement is deleted in its entirety and replaced with the following new Paragraph 2.1:
	2.1	Fees. Company will pay Contractor an annual fee for services rendered in the amount of $1,323,000, payable in equal monthly installments on or before the tenth day of each month during the Term (as defined herein).
2.	The first two sentences of Paragraph 2.3 of the Prior Agreement are deleted in their entirety and replaced with the following new first two sentences of Paragraph 2.3:
	2.3	Life Insurance. Company will pay directly to Contractor the amount necessary to cover the aggregate premium payments for the period from June 1, 2012 through May 31, 2016 (the “Remaining Insured Period”) for the existing life insurance policy on the life of Contractor (the policy issued for the benefit of the Norman A. Ferber and Rosine Ferber 2001 Insurance Trust or as otherwise designated by Contractor), with a death benefit in the amount of $2,000,000 (the “Policy”). Company acknowledges and agrees that it has paid all the applicable premiums on the Policy through June 1, 2012 and shall pay amounts each year during the Remaining Insured Period equal to that year’s premiums on the Policy through May 31, 2016.
3.	The first sentence of Paragraph 8.1 of the Prior Agreement is deleted in its entirety and replaced with the following new first sentence of Paragraph 8.1:
	8.1	Term. This Agreement is effective as of the Effective Date and will continue until May 31, 2016 (such date, the “Termination Date” and such period, the “Term”).
4.	Except as so amended, the Prior Agreement remains in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the first date first above written.

Company: ROSS STORES, INC.		Contractor:
By:
	George P. Orban	Norman A. Ferber
	Chairman, Compensation
	Committee

EX-10.53

AMENDED RETIREMENT BENEFITS PACKAGE AGREEMENT

This Amended Retirement Benefits Package Agreement (the “Agreement”) made and entered into on January 30, 2012 (the “Effective Date”) by and between Ross Stores, Inc. (“Company”) and Norman A. Ferber, an individual (“Ferber”), amends the Amended and Restated Retirement Benefit Package Agreement entered into by the Company and Ferber effective as of January 6, 2010 (the “Prior Agreement”) as follows:

1.	Paragraph 1.1(a) of the Prior Agreement is deleted in its entirety and replaced with the following new Paragraph 1.1(a):
		1.1(a) Benefit Plans. Until the death of both Ferber and his spouse, (1) Ferber and his “Immediate Family” (defined as Ferber, Ferber’s spouse and Ferber’s children under the age of twenty one and children twenty one or older if living at home or at college; provided, that, if applicable federal or state laws mandate the coverage of Ferber’s children for a longer period or under additional circumstances than are described herein, such definition shall be automatically deemed amended to comply with such applicable laws), shall be entitled to continue to participate (at no cost to them) in the following Ross employee benefit plans, in effect on the date hereof, in which Ferber now participates: executive medical, dental, vision and mental health insurance; health advisory services; group life insurance; accidental death and dismemberment insurance; business travel insurance; group excess personal liability; and matching of Ferber’s 401(k); and (2) subject to the last sentence of this Section 1.1(a), Ross shall not make any changes in such plans or arrangements that would adversely affect Ferber’s rights or benefits thereunder, unless change occurs pursuant to a program applicable to all senior executives of Ross, including Ross’ Chief Executive Officer, and does not result in a proportionately greater reduction in the rights of, and benefits to, Ferber as compared with any other senior executive of Ross. Ferber shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by Ross in the future to its executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Notwithstanding the foregoing, the medical, dental and vision benefits provided under this Section 1.1(a) shall be provided at a minimum level of coverage equal to the greater of (i) the level of coverage provided to Ferber in 2012 (which coverage shall include, without limitation, the benefits set forth on Part II of the attached amended Exhibit A) or (ii) the level of coverage provided to Ross’ Chief Executive Officer during the year such coverage is provided.

2.	Paragraph 1.4 of the Prior Agreement is deleted in its entirety and replaced with the following new Paragraph 1.4:
		1.4 Annual Payments. Upon termination of the Consultancy Agreement upon the Termination Date (as defined in the Consultancy Agreement), or for any reason other than Ferber’s death prior to the Termination Date, Ross shall pay Ferber annually the amount of $75,000 for a period of ten (10) years with the first such payment to be made in the year in which the Consultancy Agreement so terminates, and each annual payment is to be made on the earlier of (a) June 1st (or if June 1st is not a business day, the immediately following business day) if such termination occurs on the Termination Date, or (b) ten (10) days after the termination of the Consultancy Agreement (or if the 10th day is not a business day, the immediately following business day) if such termination occurs prior to the Termination Date for any reason other than Ferber’s death, of each year during year during this ten-year period.
3.	Except as so amended, the Prior Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the first date first above written.

Company:

ROSS STORES, INC.

By:
	George P. Orban	Norman A. Ferber
	Chairman, Compensation
	Committee

EXHIBIT A TO AMENDED AND RESTATEDRETIREMENTBENEFITPACKAGEAGREEMENT

		Annual Total		Gross-Up
		Cost		(43.815%)		Ross Cost
Part 1
	Executive Medical - Family Coverage	$	49,224.36			$	49,224.36
	Executive Dental - Family Coverage	$	5,563.92			$	5,563.92
	Executive Vision - Family Coverage	$	2,499.00			$	2,499.00
	2011 401k Match on max comp (4% of $245k)	$	9,800.00			$	9,800.00
	Group Life Insurance ($1m)	$	2,112.00	$	1,647.01	$	3,759.01
	Group Acc Death & Dis Insurance ($1m)	$	276.00	$	215.23	$	491.23
	Life Insurance - $2m Policy	$	8,150.00	$	6,355.65	$	14,505.65
	Estate/Tax Planning Reimbursement (up to $20k)	$	20,000.00	$	15,596.69	$	35,596.69
	Health Advisory Service	$	13,500.00	$	10,527.77	$	24,027.77
	Total	$	111,125	$	34,342	$	145,468

Part 2

ExecutiveMedical Plan covers 100% of all necessarymedicalexpenses in the Aetna Network of providers or Plan covers 100% of all necessarymedicalexpenses after $300 annual deductible per family memberif the provider is not in the Aetna network of Physicians No co-payments or prescription costs and no limit on how much treatment is covered ExecutiveDental Plan covers 100% of all necessary dental expenseswhether or not the dentist is in network(Metlife) Annualmaximum per family member is $7,500 Lifetimemaximum per family member for orthodontia is $10,000 Executive Vision Plan covers 100% of all medicallynecessaryexpenseswhether or not the optometrist is in network (VSP) Maximum of $500 per frame Non-prescriptionsunglasses are not covered

EX-21

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.	Bermuda	October 15, 1991

EX-23

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 each on Form S-8 of our report dated March 27, 2012, 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 January 28, 2012.

/s/DELOITTE & TOUCHE LLP

San Francisco, California
March 27, 2012

EX-31.1

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: March 27, 2012	/s/Michael Balmuth
	Michael Balmuth
	Vice Chairman and Chief Executive Officer

EX-31.2

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: March 27, 2012	/s/J. Call
	John G. Call
	Group Senior Vice President, Chief Financial Officer and
	Principal Accounting Officer

EX-32.1

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 January 28, 2012 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: March 27, 2012	/s/Michael Balmuth
	Michael Balmuth
	Vice Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

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 January 28, 2012 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: March 27, 2012	/s/J. Call
	John G. Call
	Group Senior Vice President, Chief Financial Officer
	and Principal Accounting Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Stock-Based Compensation (Recognized Stock-Based Compensation) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 40,404	$ 36,551	$ 25,746
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	22,994	22,387	17,791
Performance Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	15,944	11,641	5,003
Employee Stock Purchase Plan And Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 1,466	$ 2,523	$ 2,952

XML

Stockholders' Equity (Stock Options Outstanding And Exercisable) (Details) (USD $)	12 Months Ended
	Jan. 28, 2012
Options outstanding and exercisable, Number of shares	2,418,000
Options outstanding and exercisable, Remaining life (in years)	2.77
Options outstanding and exercisable, Exercise price	$ 13.24
Exercise price range, lower range limit	$ 8.19
Exercise price range, upper range limit	$ 16.43
$8.19 to $12.23 Exercise Price [Member]
Options outstanding and exercisable, Number of shares	681,000
Options outstanding and exercisable, Remaining life (in years)	1.48
Options outstanding and exercisable, Exercise price	$ 10.89
Exercise price range, lower range limit	$ 8.19
Exercise price range, upper range limit	$ 12.23
$12.27 to $13.91 Exercise Price [Member]
Options outstanding and exercisable, Number of shares	730,000
Options outstanding and exercisable, Remaining life (in years)	3.44
Options outstanding and exercisable, Exercise price	$ 13.53
Exercise price range, lower range limit	$ 12.27
Exercise price range, upper range limit	$ 13.91
$13.92 to $14.57 Exercise Price [Member]
Options outstanding and exercisable, Number of shares	613,000
Options outstanding and exercisable, Remaining life (in years)	3.15
Options outstanding and exercisable, Exercise price	$ 14.31
Exercise price range, lower range limit	$ 13.92
Exercise price range, upper range limit	$ 14.57
$14.59 to $16.43 Exercise Price [Member]
Options outstanding and exercisable, Number of shares	394,000
Options outstanding and exercisable, Remaining life (in years)	3.18
Options outstanding and exercisable, Exercise price	$ 15.09
Exercise price range, lower range limit	$ 14.59
Exercise price range, upper range limit	$ 16.43

XML

Taxes On Earnings (Unrecognized Tax Benefits) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Taxes On Earnings [Abstract]
Unrecognized tax benefits - beginning of year	$ 43,990	$ 33,349	$ 26,338
Tax positions in current period, gross increases	9,245	8,957	7,314
Tax positions in prior period, gross increases	12,193	4,343	2,308
Tax positions in prior periods, gross decreases	(4,491)
Lapse of statute limitations	(682)	(1,348)	(1,731)
Settlements	(3,731)	(1,311)	(880)
Unrecognized tax benefits - end of year	$ 56,524	$ 43,990	$ 33,349

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Stockholders' Equity (Restricted Stock Activity) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Stockholders' Equity [Abstract]
Unvested at January 29, 2011, Number of shares	5,671,000
Awarded, Number of shares	1,603,000
Released, number of shares	(1,725,000)
Forfeited, number of shares	(196,000)
Unvested at January 28, 2012, Number of shares	5,353,000	5,671,000
Unvested at January 29, 2011, Weighted average grant date fair value	$ 18.50
Awarded, Weighted average grant date fair value	$ 32.91
Released, Weighted average grant date fair value	$ 17.00
Forfeited, Weighted average grant date fair value	$ 20.16
Unvested at January 28, 2012, Weighted average grant date fair value	$ 23.23	$ 18.50
Restricted stock vesting period, maximum	five
Restricted stock vesting period, minimum	three
Unamortized compensation expense	$ 67.5	$ 56.8
Employee service share-based compensation, unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years)	2.0
Intrinsic value per share, end of period	$ 51.09
Intrinsic value, end of period	$ 273.5
Shares available for new restricted stock awards	7,811,000	8,770,000	9,886,000
Treasury stock shares acquired	442,000	350,000	326,000
Treasury stock, number of shares held	3,354,000	2,932,000

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Taxes On Earnings (Provision For Taxes Effective Rate) (Details)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Taxes On Earnings [Abstract]
Federal income taxes at the statutory rate	35.00%	35.00%	35.00%
State income taxes (net of federal benefit) and other, net	3.00%	3.00%	3.00%
Total	38.00%	38.00%	38.00%

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Summary Of Significant Accounting Policies (Schedule Of Sales Mix) (Details)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Sales Mix [Line Items]
Company's sales mix as a percent of total sales	100.00%	100.00%	100.00%
Ladies [Member]
Sales Mix [Line Items]
Company's sales mix as a percent of total sales	29.00%	29.00%	30.00%
Home Accents And Bed And Bath [Member]
Sales Mix [Line Items]
Company's sales mix as a percent of total sales	25.00%	25.00%	24.00%
Men's [Member]
Sales Mix [Line Items]
Company's sales mix as a percent of total sales	13.00%	13.00%	13.00%
Accessories, Lingerie, Fine Jewelry, And Fragrances [Member]
Sales Mix [Line Items]
Company's sales mix as a percent of total sales	13.00%	12.00%	13.00%
Shoes [Member]
Sales Mix [Line Items]
Company's sales mix as a percent of total sales	12.00%	12.00%	11.00%
Children's [Member]
Sales Mix [Line Items]
Company's sales mix as a percent of total sales	8.00%	9.00%	9.00%

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Stockholders' Equity (Employee Stock Purchase Plan) (Details) (USD $)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Stockholders' Equity [Abstract]
Plan participant's annual percentage ceiling for ESPP	10.00%
Plan participant's annual dollar amount ceiling for ESPP	$ 21,250
Purchase price for shares under the ESPP	85.00%
Discount rate under the ESPP	15.00%
Shares purchased by employees	243,000	292,000	332,000
Shares purchased by employees, average price per share	$ 34.24	$ 23.74	$ 17.38
Shares issued under plan during period	18,723,000
Shares remaining for future issuance	1,277,000

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Quarterly Financial Data (Tables)

12 Months Ended

Jan. 28, 2012

Jan. 29, 2011

Quarterly Financial Data [Abstract]

Schedule Of Quarterly Financial Data

	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 – basic1,2	$	0.75	$	0.65	$	0.64	$	0.86
Earnings per share – diluted1,2	$	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.

	Quarter Ended
($000, except per share data)	May 1, 2010		July 31, 2010		October 30, 2010		January 29, 2011
Sales	$	1,934,778	$	1,911,760	$	1,874,320	$	2,145,242
Cost of goods sold		1,406,082		1,395,785		1,365,513		1,562,355
Selling, general and administrative		294,472		303,402		312,277		319,624
Interest expense, net		2,388		2,436		2,232		2,513
Total costs and expenses		1,702,942		1,701,623		1,680,022		1,884,492
Earnings before taxes		231,836		210,137		194,298		260,750
Provision for taxes on earnings		89,489		80,861		72,920		98,954
Net earnings	$	142,347	$	129,276	$	121,378	$	161,796
Earnings per share – basic1,2	$	0.59	$	0.54	$	0.52	$	0.70
Earnings per share – diluted1,2	$	0.58	$	0.53	$	0.51	$	0.69
Cash dividends declared per share
on common stock¹	$	-	$	0.08	$	0.08	$	0.19	³
Stock price¹
High	$	29.26	$	28.85	$	29.50	$	33.50
Low	$	22.60	$	25.75	$	24.52	$	29.80

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 $.08 per share dividend declared in November 2010 and $.11 per share dividend declared in January 2011.

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Stockholders' Equity (Common Stock) (Details) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Class of Stock [Line Items]
Average repurchase price	$ 39.95	$ 27.86	$ 20.34
Common stock repurchased, Value	$ 450,000,000	$ 375,000,000	$ 300,000,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock repurchased, Shares	(11,264)	(13,460)	(14,750)
Common stock repurchased, Value	113,000	134,000	148,000
Stock Repurchase Program for Fiscal 2011 and 2012 [Member]
Class of Stock [Line Items]
Stock repurchase program period, years	2
Stock repurchase program, approved amount		$ 900,000,000

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Leases (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jan. 28, 2012 years	Jan. 29, 2011	Jan. 30, 2010
Number of non-lease store sites	3
Non-cancelable lease term, minimum-years	3
Non-cancelable lease term, maximum-years	10
Number of options to renew store lease for five year period, minimum	3
Number of options to renew store lease for five year period, maximum	4
Point-of-sale hardware and software systems original lease terms, minimum-years	2
Point-of-sale hardware and software systems original lease terms, maximum-years	3
Number of options to renew POS equipment for one year, minimum	2
Number of options to renew POS equipment for one year, maximum	3
Residual value guarantee obligation	$ 1.2
Fair value of residual value guarantees	1.4
Operating leases, rent expense	380.0	360.4	336.5
Perris, California, Distribution Center [Member]
Trailer parking, acres	10
Synthetic lease facility, term-years	10
Synthetic lease facility, term expiration date	July 2013
Synthetic lease facility, fixed annual rate	5.80%
Synthetic lease facility, shortfall amount	56
Synthetic lease facility, accrued allowance for expected losses	4.6
Synthetic lease facility, amount	$ 70
Facility, square foot area	1,300,000
Carlisle, Pennsylvania, Warehouse 2013 [Member]
Operating lease facility, term expiration date	2013
Carlisle, Pennsylvania, Warehouse 2014 [Member]
Operating lease facility, term expiration date	2014
Fort Mill, South Carolina, Warehouse [Member]
Operating lease facility, term expiration date	2013
Facility, square foot area	423,000
Riverside, California, Warehouse [Member]
Facility, square foot area	449,000
Pleasanton, California, Office [Member]
Operating lease, expiration date range		between 2014 and 2015
Facility, square foot area	181,000
New York City, Office [Member]
Operating lease facility, term expiration date	2021
Facility, square foot area	201,000
Los Angeles, Office [Member]
Operating lease facility, term expiration date	2014
Facility, square foot area	26,000

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Investments And Restricted Investments (Maturities Of Investment Securities) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Investments and Restricted Investments [Line Items]
Total, Cost basis	$ 10,934	$ 16,535
Total, Estimated fair value	11,911	17,286
Investments [Member]
Investments and Restricted Investments [Line Items]
Maturing in one year or less, Cost basis	639
Maturing after one year through five years, Cost basis	4,070
Maturing after five years through ten years, Cost basis	1,099
Total, Cost basis	5,808
Maturing in one year or less, Estimated fair value	658
Maturing after one year through five years, Estimated fair value	4,269
Maturing after five through ten years, Estimated fair value	1,333
Total, Estimated fair value	6,260
Restricted Investments [Member]
Investments and Restricted Investments [Line Items]
Maturing after one year through five years, Cost basis	1,500
Maturing after five years through ten years, Cost basis	3,626
Total, Cost basis	5,126
Maturing after one year through five years, Estimated fair value	1,600
Maturing after five through ten years, Estimated fair value	4,051
Total, Estimated fair value	$ 5,651

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Stockholders' Equity (Dividends) (Details) (USD $)	1 Months Ended													3 Months Ended												12 Months Ended
	Jan. 30, 2012	Nov. 30, 2011	Aug. 31, 2011	May 31, 2011	Jan. 31, 2011	Nov. 30, 2010	Aug. 31, 2010	May 31, 2010	Jan. 30, 2010	Nov. 30, 2009	Aug. 31, 2009	May 31, 2009	Jan. 31, 2009	Jan. 28, 2012		Oct. 29, 2011		Jul. 30, 2011		Jan. 29, 2011		Oct. 30, 2010		Jul. 31, 2010		Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Stockholders' Equity [Abstract]
Cash dividends declared per share	$ 0.14	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.08	$ 0.08	$ 0.08	$ 0.08	$ 0.055	$ 0.055	$ 0.055	$ 0.055	$ 0.25	[1],[2]	$ 0.11	[1]	$ 0.11	[1]	$ 0.19	[1],[3]	$ 0.08	[1]	$ 0.08	[1]	$ 0.470	$ 0.350	$ 0.245

[1] All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

[2] Includes $.11 per share dividend declared in November 2011 and $.14 per share dividend declared in January 2012.

[3] Includes $.08 per share dividend declared in November 2010 and $.11 per share dividend declared in January 2011.

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Taxes On Earnings (Components Of Deferred Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Taxes On Earnings [Abstract]
Accrued liabilities	$ 43,215	$ 27,309
Deferred compensation	34,736	32,131
Stock-based compensation	16,969	13,772
Deferred rent	13,115	11,003
California franchise taxes	11,286	8,493
Employee benefits	10,074	2,754
Other	3,260	9,406
Deferred Tax Assets	132,655	104,868
Depreciation	(199,119)	(150,042)
Merchandise inventory	(20,129)	(21,046)
Supplies	(9,024)	(8,266)
Prepaid expenses	(7,305)	(6,714)
Deferred Tax Liabilities	(235,577)	(186,068)
Current net deferred tax asset	5,598	10,003
Long-term net deferred tax liability	(108,520)	(91,203)
Net Deferred Tax Liabilities	$ (102,922)	$ (81,200)

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Stock-Based Compensation

12 Months Ended

Jan. 28, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note C: Stock-based Compensation

For fiscal 2011, 2010, and 2009, the Company recognized stock-based compensation expense as follows:

($000)	2011		2010		2009
Restricted stock	$	22,994	$	22,387	$	17,791
Performance awards		15,944		11,641		5,003
ESPP and stock options		1,466		2,523		2,952
Total	$	40,404	$	36,551	$	25,746

Capitalized stock-based compensation cost was not significant in any year.

No stock options were granted during fiscal 2011, 2010, or 2009. The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date. At January 28, 2012, 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 2011, 2010, and 2009 is as follows:

Statements of Earnings Classification ($000)	2011		2010		2009
Cost of goods sold	$	17,670	$	15,665	$	11,912
Selling, general and administrative		22,734		20,886		13,834
Total	$	40,404	$	36,551	$	25,746

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Lease (Future Minimum Annual Lease Payments) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012
Leases [Abstract]
Operating leases, 2012	$ 364,788
Operating leases, 2013	380,695
Operating leases, 2014	330,310
Operating leases, 2015	275,470
Operating leases, 2016	217,011
Operating leases, Thereafter	444,571
Operating leases, Total minimum lease payments	2,012,845
Synthetic leases, 2012	5,223
Synthetic leases, 2013	1,714
Synthetic leases, 2014
Synthetic leases, 2015
Synthetic leases, 2016
Synthetic leases, Thereafter
Synthetic leases, Total minimum lease payments	6,937
Residual value guarantees, 2012	989
Residual value guarantees, 2013	56,183
Residual value guarantees, 2014
Residual value guarantees, 2015
Residual value guarantees, 2016
Residual value guarantees, Thereafter
Residual value guarantees, Total minimum lease payments	57,172
Total Leases, 2012	371,000
Total Leases, 2013	438,592
Total Leases, 2014	330,310
Total Leases, 2015	275,470
Total Leases, 2016	217,011
Total Leases, Thereafter	444,571
Total Leases, Total minimum lease payments	$ 2,076,954

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Summary Of Significant Accounting Policies (Summary Of Insurance Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Summary Of Significant Accounting Policies [Abstract]
Workers' compensation	$ 74,773	$ 67,425
General liability	27,375	25,490
Medical plans	3,220	3,344
Total	$ 105,368	$ 96,259

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Summary Of Significant Accounting Policies (Schedule Of Other Long-Term Assets) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Summary Of Significant Accounting Policies [Abstract]
Deferred compensation (Note B)	$ 67,459	$ 63,569
Restricted cash and investments	48,059
Goodwill	2,889	2,889
Deposits	4,115	3,835
Other	6,992	4,814
Total	$ 129,514	$ 75,107

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Stockholders' Equity (Performance Share Awards) (Details)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Stockholders' Equity [Abstract]
Restricted stock issued in settlement of performance share awards	467,000	656,000	792,000

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Taxes On Earnings (Narrative) (Details) (USD $)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Taxes On Earnings [Abstract]
Realized tax benefits related to employee equity programs	$ 19,040,000	$ 15,412,000	$ 8,582,000
Reserves for unrecognized tax benefits	53,534,000	41,784,000	33,600,000
Interest related to the reserve for unrecognized tax benefits	12,000,000	12,000,000	10,000,000
Impact of recognizing taxes and interest related to unrecognized tax benefits	36,000,000
Unrecognized tax benefits reduction resulting from lapse of applicable statute of limitations	$ 1,200,000

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Summary Of Significant Accounting Policies (Schedule Of Other Long-Term Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Summary Of Significant Accounting Policies [Abstract]
Deferred compensation	$ 67,459	$ 63,569
Deferred rent	59,444	58,989
Income taxes (See Note F)	53,534	41,784	33,600
Tenant improvement allowances	21,287	22,392
Other	1,901	3,255
Total	$ 203,625	$ 189,989

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Summary Of Significant Accounting Policies (Schedule Of Allowance For Sales Returns) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Summary Of Significant Accounting Policies [Abstract]
Allowance For Sales Return, Beginning Balance	$ 5,869	$ 5,344	$ 4,702
Allowance For Sales Return, Additions	606,293	558,361	506,249
Allowance For Sales Return, Returns	(605,736)	(557,836)	(505,607)
Allowance For Sales Return, Ending Balance	$ 6,426	$ 5,869	$ 5,344

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Investments And Restricted Investments

12 Months Ended

Jan. 28, 2012

Investments And Restricted Investments [Abstract]

Investments And Restricted Investments

Note B: Investments and Restricted Investments

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

	Amortized		Unrealized		Unrealized
($000)	cost		gains		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

The amortized cost and fair value of the Company's available-for-sale securities as of January 29, 2011 were:

	Amortized		Unrealized		Unrealized
($000)	cost		gains		losses			Fair value		Short-term		Long-term
Corporate securities	$	7,465	$	634	$	(37	)	$	8,062	$	300	$	7,762
U.S. government and agency
securities		7,959		77		(5	)		8,031		2,366		5,665
Mortgage-backed securities		1,111		82		-			1,193		538		655
Total	$	16,535	$	793	$	(42	)	$	17,286	$	3,204	$	14,082

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.

Assets measured at fair value at January 28, 2012 are summarized below:

			Fair Value Measurements at Reporting Date
			Quoted
			prices in
			active		Significant
			markets for		other		Significant
			identical		observable		unobservable
	January 28,		assets		inputs		inputs
($000)	2012		(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 assets measured at fair value	$	11,911	$	4,200	$	7,711		$	-

Assets measured at fair value at January 29, 2011 are summarized below:

			Fair Value Measurements at Reporting Date
			Quoted
			Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	January 29,		Assets		Inputs		Inputs
($000)	2011		(Level 1)		(Level 2)		(Level 3)
Corporate securities	$	8,062	$	-	$	8,062		$	-
U.S. government and agency securities		8,031		8,031		-			-
Mortgage-backed securities		1,193		-		1,193			-
Total assets measured at fair value	$	17,286	$	8,031	$	9,255		$	-

The maturities of investment securities at January 28, 2012 were:

	Investments				Restricted Investments
			Estimated				Estimated
($000)	Cost basis		fair value		Cost basis		fair value
Maturing in one year or less	$	639	$	658	$	-	$	-
Maturing after one year through five years		4,070		4,269		1,500		1,600
Maturing after five years through ten years		1,099		1,333		3,626		4,051
Total	$	5,808	$	6,260	$	5,126	$	5,651

The underlying assets in the Company's non-qualified deferred compensation program totaling $67.5 million and $63.6 million as of January 28, 2012 and January 29, 2011, 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 $57.8 million and $54.9 million as of January 28, 2012 and January 29, 2011, respectively. The fair value measurement for funds without quoted market prices in active markets (Level 2) totaled $9.7 million and $8.7 million as of January 28, 2012 and January 29, 2011, respectively. Fair market value for these Level 2 funds is the sum of participant funds invested under a group annuity contract plus accrued interest.

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Summary Of Significant Accounting Policies (Schedule Of Basic And Diluted EPS) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Jan. 28, 2012		Oct. 29, 2011		Jul. 30, 2011		Apr. 30, 2011		Jan. 29, 2011		Oct. 30, 2010		Jul. 31, 2010		May 01, 2010		Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Summary Of Significant Accounting Policies [Abstract]
Basic EPS, Shares																	225,915	235,641	245,774
Basic EPS, Amount	$ 0.86	[1],[2]	$ 0.64	[1],[2]	$ 0.65	[1],[2]	$ 0.75	[1],[2]	$ 0.70	[1],[2]	$ 0.52	[1],[2]	$ 0.54	[1],[2]	$ 0.59	[1],[2]	$ 2.91	$ 2.35	$ 1.80
Effect of dilutive common stock equivalents, Shares																	4,067	4,164	4,254
Effect of dilutive common stock equivalents, Amount																	$ (0.05)	$ (0.04)	$ (0.03)
Diluted EPS, Shares																	229,982	239,805	250,028
Diluted EPS, Amount	$ 0.85	[1],[2]	$ 0.63	[1],[2]	$ 0.64	[1],[2]	$ 0.74	[1],[2]	$ 0.69	[1],[2]	$ 0.51	[1],[2]	$ 0.53	[1],[2]	$ 0.58	[1],[2]	$ 2.86	$ 2.31	$ 1.77

[1] Quarterly EPS results may not equal full year amounts due to rounding.

[2] All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

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Stock-Based Compensation (Total Stock-Based Compensation Recognized In The Consolidated Statements Of Earnings) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	$ 40,404	$ 36,551	$ 25,746
Cost Of Goods Sold [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	17,670	15,665	11,912
Selling, General And Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation	$ 22,734	$ 20,886	$ 13,834

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Stockholders' Equity (Stock Option Activity) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Jan. 28, 2012 years	Jan. 29, 2011	Jan. 30, 2010
Stockholders' Equity [Abstract]
Initial share reserve	16,500,000
Full value awards	12,000,000
Available for grant under 2008 Plan	7,800,000
Outstanding at January 29, 2011, Number of shares	3,218,000
Granted, Number of shares	0	0	0
Exercised, number of shares	(793,000)
Forfeited, number of shares	(7,000)
Outstanding at January 28, 2012, all vested, Number of shares	2,418,000	3,218,000
Outstanding at January 29, 2011, Weighted average exercise price	$ 12.76
Granted, Weighted average exercise price
Exercised, Weighted average exercise price	$ 11.33
Forfeited, Weighted average exercise price	$ 10.98
Outstanding at January 28, 2012, all vested, Weighted average exercise price	$ 13.24	$ 12.76
Outstanding at January 28, 2012, all vested, Weighted average remaining contractual term, years	2.77
Outstanding at January 28, 2012, all vested, Aggregate intrinsic value	$ 91,536

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Consolidated Statements Of Earnings (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended													3 Months Ended																12 Months Ended
	Jan. 30, 2012	Nov. 30, 2011	Aug. 31, 2011	May 31, 2011	Jan. 31, 2011	Nov. 30, 2010	Aug. 31, 2010	May 31, 2010	Jan. 30, 2010	Nov. 30, 2009	Aug. 31, 2009	May 31, 2009	Jan. 31, 2009	Jan. 28, 2012		Oct. 29, 2011		Jul. 30, 2011		Apr. 30, 2011		Jan. 29, 2011		Oct. 30, 2010		Jul. 31, 2010		May 01, 2010		Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Consolidated Statements Of Earnings [Abstract]
Sales														$ 2,397,878		$ 2,046,427		$ 2,089,410		$ 2,074,576		$ 2,145,242		$ 1,874,320		$ 1,911,760		$ 1,934,778		$ 8,608,291	$ 7,866,100	$ 7,184,213
Costs and Expenses
Costs of goods sold														1,745,034		1,490,213		1,524,307		1,481,206		1,562,355		1,365,513		1,395,785		1,406,082		6,240,760	5,729,735	5,327,278
Selling, general and administrative														341,794		332,226		320,885		309,160		319,624		312,277		303,402		294,472		1,304,065	1,229,775	1,130,813
Interest expense, net														2,693		2,565		2,569		2,495		2,513		2,232		2,436		2,388		10,322	9,569	7,593
Total costs and expenses														2,089,521		1,825,004		1,847,761		1,792,861		1,884,492		1,680,022		1,701,623		1,702,942		7,555,147	6,969,079	6,465,684
Earnings before taxes														308,357		221,423		241,649		281,715		260,750		194,298		210,137		231,836		1,053,144	897,021	718,529
Provision for taxes on earnings														116,405		77,454		93,373		108,742		98,954		72,920		80,861		89,489		395,974	342,224	275,772
Net earnings														$ 191,952		$ 143,969		$ 148,276		$ 172,973		$ 161,796		$ 121,378		$ 129,276		$ 142,347		$ 657,170	$ 554,797	$ 442,757
Earnings per share
Basic														$ 0.86	[1],[2]	$ 0.64	[1],[2]	$ 0.65	[1],[2]	$ 0.75	[1],[2]	$ 0.70	[1],[2]	$ 0.52	[1],[2]	$ 0.54	[1],[2]	$ 0.59	[1],[2]	$ 2.91	$ 2.35	$ 1.80
Diluted														$ 0.85	[1],[2]	$ 0.63	[1],[2]	$ 0.64	[1],[2]	$ 0.74	[1],[2]	$ 0.69	[1],[2]	$ 0.51	[1],[2]	$ 0.53	[1],[2]	$ 0.58	[1],[2]	$ 2.86	$ 2.31	$ 1.77
Weighted average shares outstanding (000)
Basic																														225,915	235,641	245,774
Diluted																														229,982	239,805	250,028
Dividends
Cash dividends declared per share	$ 0.14	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.08	$ 0.08	$ 0.08	$ 0.08	$ 0.055	$ 0.055	$ 0.055	$ 0.055	$ 0.25	[2],[3]	$ 0.11	[2]	$ 0.11	[2]			$ 0.19	[2],[4]	$ 0.08	[2]	$ 0.08	[2]			$ 0.470	$ 0.350	$ 0.245

[1] Quarterly EPS results may not equal full year amounts due to rounding.

[2] All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

[3] Includes $.11 per share dividend declared in November 2011 and $.14 per share dividend declared in January 2012.

[4] Includes $.08 per share dividend declared in November 2010 and $.11 per share dividend declared in January 2011.

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Taxes On Earnings (Provision For Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Jan. 29, 2011	Oct. 30, 2010	Jul. 31, 2010	May 01, 2010	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Current
Federal									$ 343,550	$ 329,723	$ 242,111
State									30,702	30,478	17,548
Current income taxes									374,252	360,201	259,659
Deferred
Federal									25,383	(11,139)	13,417
State									(3,661)	(6,838)	2,696
Deferred income taxes									21,722	(17,977)	16,113
Total	$ 116,405	$ 77,454	$ 93,373	$ 108,742	$ 98,954	$ 72,920	$ 80,861	$ 89,489	$ 395,974	$ 342,224	$ 275,772

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Cash Flows From Operating Activities
Net earnings	$ 657,170	$ 554,797	$ 442,757
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	159,892	160,693	159,043
Stock-based compensation	40,404	36,551	25,746
Deferred income taxes	21,722	(17,977)	16,113
Tax benefit from equity issuance	19,040	15,412	8,582
Excess tax benefit from stock-based compensation	(18,180)	(14,746)	(7,291)
Change in assets and liabilities:
Merchandise inventory	(43,153)	(214,419)	8,560
Other current assets	(10,329)	(6,339)	(6,441)
Accounts payable	(11,614)	102,851	115,893
Other current liabilities	(2,109)	52,594	118,980
Other long-term, net	7,262	3,649	6,442
Net cash provided by operating activities	820,105	673,066	888,384
Cash Flows From Investing Activities
Additions to property and equipment	(416,271)	(198,651)	(158,487)
Increase in restricted cash and investments	(60,086)
Proceeds from sales of property and equipment			10
Purchases of investments		(6,842)	(2,904)
Proceeds from investments	4,589	8,648	24,548
Net cash used in investing activities	(471,768)	(196,845)	(136,833)
Cash Flows From Financing Activities
Excess tax benefit from stock-based compensation	18,180	14,746	7,291
Issuance of common stock related to stock plans	17,290	36,479	49,393
Treasury stock purchased	(15,854)	(9,544)	(6,045)
Repurchase of common stock	(450,000)	(375,000)	(300,000)
Dividends paid	(102,042)	(77,321)	(55,202)
Net cash used in financing activities	(532,426)	(410,640)	(304,563)
Net (decrease) increase in cash and cash equivalents	(184,089)	65,581	446,988
Cash and cash equivalents:
Beginning of year	833,924	768,343	321,355
End of year	649,835	833,924	768,343
Supplemental Cash Flow Disclosures
Interest paid	9,668	9,668	9,668
Income taxes paid	370,074	330,589	201,232
Non-Cash Investing Activities
Increase in fair value of investment securities	$ 226	$ 490	$ 1,435

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Quarterly Financial Data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended													3 Months Ended																12 Months Ended
	Jan. 30, 2012	Nov. 30, 2011	Aug. 31, 2011	May 31, 2011	Jan. 31, 2011	Nov. 30, 2010	Aug. 31, 2010	May 31, 2010	Jan. 30, 2010	Nov. 30, 2009	Aug. 31, 2009	May 31, 2009	Jan. 31, 2009	Jan. 28, 2012		Oct. 29, 2011		Jul. 30, 2011		Apr. 30, 2011		Jan. 29, 2011		Oct. 30, 2010		Jul. 31, 2010		May 01, 2010		Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Quarterly Financial Data [Abstract]
Sales														$ 2,397,878		$ 2,046,427		$ 2,089,410		$ 2,074,576		$ 2,145,242		$ 1,874,320		$ 1,911,760		$ 1,934,778		$ 8,608,291	$ 7,866,100	$ 7,184,213
Costs of goods sold														1,745,034		1,490,213		1,524,307		1,481,206		1,562,355		1,365,513		1,395,785		1,406,082		6,240,760	5,729,735	5,327,278
Selling, general and administrative														341,794		332,226		320,885		309,160		319,624		312,277		303,402		294,472		1,304,065	1,229,775	1,130,813
Interest expense, net														2,693		2,565		2,569		2,495		2,513		2,232		2,436		2,388		10,322	9,569	7,593
Total costs and expenses														2,089,521		1,825,004		1,847,761		1,792,861		1,884,492		1,680,022		1,701,623		1,702,942		7,555,147	6,969,079	6,465,684
Earnings before taxes														308,357		221,423		241,649		281,715		260,750		194,298		210,137		231,836		1,053,144	897,021	718,529
Provision for taxes on earnings														116,405		77,454		93,373		108,742		98,954		72,920		80,861		89,489		395,974	342,224	275,772
Net earnings														$ 191,952		$ 143,969		$ 148,276		$ 172,973		$ 161,796		$ 121,378		$ 129,276		$ 142,347		$ 657,170	$ 554,797	$ 442,757
Earnings per share - basic														$ 0.86	[1],[2]	$ 0.64	[1],[2]	$ 0.65	[1],[2]	$ 0.75	[1],[2]	$ 0.70	[1],[2]	$ 0.52	[1],[2]	$ 0.54	[1],[2]	$ 0.59	[1],[2]	$ 2.91	$ 2.35	$ 1.80
Earnings per share - diluted														$ 0.85	[1],[2]	$ 0.63	[1],[2]	$ 0.64	[1],[2]	$ 0.74	[1],[2]	$ 0.69	[1],[2]	$ 0.51	[1],[2]	$ 0.53	[1],[2]	$ 0.58	[1],[2]	$ 2.86	$ 2.31	$ 1.77
Cash dividends declared per share on common stock	$ 0.14	$ 0.11	$ 0.11	$ 0.11	$ 0.11	$ 0.08	$ 0.08	$ 0.08	$ 0.08	$ 0.055	$ 0.055	$ 0.055	$ 0.055	$ 0.25	[2],[3]	$ 0.11	[2]	$ 0.11	[2]			$ 0.19	[2],[4]	$ 0.08	[2]	$ 0.08	[2]			$ 0.470	$ 0.350	$ 0.245
Stock price-High														$ 52.38	[2]	$ 44.20	[2]	$ 41.32	[2]	$ 37.01	[2]	$ 33.50	[2]	$ 29.50	[2]	$ 28.85	[2]	$ 29.26	[2]
Stock price-Low														$ 42.67	[2]	$ 34.25	[2]	$ 36.68	[2]	$ 32.43	[2]	$ 29.80	[2]	$ 24.52	[2]	$ 25.75	[2]	$ 22.60	[2]

[1] Quarterly EPS results may not equal full year amounts due to rounding.

[2] All per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

[3] Includes $.11 per share dividend declared in November 2011 and $.14 per share dividend declared in January 2012.

[4] Includes $.08 per share dividend declared in November 2010 and $.11 per share dividend declared in January 2011.

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Investments And Restricted Investments (Amortized Cost And Fair Value Of Available-For-Sale Securities) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	$ 10,934	$ 16,535
Unrealized gains	1,055	793
Unrealized losses	(78)	(42)
Fair value	11,911	17,286
Short-term	658	3,204
Long-term	11,253	14,082
Investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	5,808
Unrealized gains	530
Unrealized losses	(78)
Fair value	6,260
Short-term	658
Long-term	5,602
Investments [Member] | Corporate Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	5,080	7,465
Unrealized gains	501	634
Unrealized losses	(78)	(37)
Fair value	5,503	8,062
Short-term	401	300
Long-term	5,102	7,762
Investments [Member] | U.S. Government And Agency Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized cost		7,959
Unrealized gains		77
Unrealized losses		(5)
Fair value		8,031
Short-term		2,366
Long-term		5,665
Investments [Member] | Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	728	1,111
Unrealized gains	29	82
Unrealized losses
Fair value	757	1,193
Short-term	257	538
Long-term	500	655
Restricted Investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	5,126
Unrealized gains	525
Unrealized losses
Fair value	5,651
Short-term
Long-term	5,651
Restricted Investments [Member] | Corporate Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	1,357
Unrealized gains	94
Unrealized losses
Fair value	1,451
Short-term
Long-term	1,451
Restricted Investments [Member] | U.S. Government And Agency Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	3,769
Unrealized gains	431
Unrealized losses
Fair value	4,200
Short-term
Long-term	$ 4,200

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Leases (Tables)

12 Months Ended

Jan. 28, 2012

Leases [Abstract]

Future Minimum Annual Lease Payments

					Residual
	Operating		Synthetic		value
($000)	leases		leases		guarantees		Total leases
2012	$	364,788	$	5,223	$	989	$	371,000
2013		380,695		1,714		56,183		438,592
2014		330,310		-		-		330,310
2015		275,470		-		-		275,470
2016		217,011		-		-		217,011
Thereafter		444,571		-		-		444,571
Total minimum lease payments	$	2,012,845	$	6,937	$	57,172	$	2,076,954

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Investments And Restricted Investments (Investments And Restricted Investments) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	$ 11,911	$ 17,286
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	4,200	8,031
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	7,711	9,255
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	6,260
Investments [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	5,503	8,062
Investments [Member] | Mortgage-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	757	1,193
Investments [Member] | U.S. Government And Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value		8,031
Investments [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Investments [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Investments [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Mortgage-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Investments [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | U.S. Government And Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value		8,031
Investments [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	6,260
Investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	5,503	8,062
Investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | Mortgage-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	757	1,193
Investments [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | Mortgage-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. Government And Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Restricted Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	5,651
Restricted Investments [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	1,451
Restricted Investments [Member] | U.S. Government And Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	4,200
Restricted Investments [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	4,200
Restricted Investments [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Restricted Investments [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | U.S. Government And Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	4,200
Restricted Investments [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	1,451
Restricted Investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value	1,451
Restricted Investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Government And Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Restricted Investments [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Restricted Investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | Corporate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value
Restricted Investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. Government And Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments measured at fair value

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Stockholders' Equity (Tables)

12 Months Ended

Jan. 28, 2012

Stockholders' Equity [Abstract]

Schedule Of Stock Repurchase Activity

	Shares repurchased	Average repurchase			Repurchased
Fiscal Year	(in millions)	price			(in millions)
2011	11.3		$	39.95		$	450
2010	13.4		$	27.86		$	375
2009	14.8		$	20.34		$	300

Summary Of Stock Option Activity

					Weighted
			Weighted		average
			average		remaining	Aggregate
	Number of		exercise		contractual	intrinsic
(000, except per share data)	shares		price		term	value
Outstanding at January 29, 2011	3,218		$	12.76
Granted	-			-
Exercised	(793	)		11.33
Forfeited	(7	)		10.98
Outstanding at January 28, 2012, all vested	2,418		$	13.24	2.77	$	91,536

Summary Of Weighted Average Remaining Contractual Life And The Weighted Average Exercise Prices For Stock Options Both Outstanding And Exercisable

					Options outstanding and exercisable
					Number of	Remaining	Exercise
Exercise price range					shares	life	price
$	8.19	to	$	12.23	681	1.48	$	10.89
	12.27	to		13.91	730	3.44		13.53
	13.92	to		14.57	613	3.15		14.31
	14.59	to		16.43	394	3.18		15.09
$	8.19	to	$	16.43	2,418	2.77	$	13.24

Summary Of Unvested Restricted Stock Activity

			Weighted
			average
	Number of		grant date
(000, except per share data)	shares		fair value
Unvested at January 29, 2011	5,671		$	18.50
Awarded	1,603			32.91
Released	(1,725	)		17.00
Forfeited	(196	)		20.16
Unvested at January 28, 2012	5,353		$	23.23

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Summary Of Significant Accounting Policies

12 Months Ended

Jan. 28, 2012

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

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 2011, the Company operated 1,037 Ross Dress for Less^® ("Ross") locations in 29 states, the District of Columbia, and Guam, and 88 dd's DISCOUNTS^® stores in seven states, all of which are supported by four distribution centers. The Company's headquarters, one buying office, two distribution centers, one warehouse, and 26% 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 January 28, 2012, January 29, 2011 and January 30, 2010 are referred to as fiscal 2011, fiscal 2010, and fiscal 2009, respectively, and had 52 weeks.

Stock dividend. On November 16, 2011, the Company's Board of Directors declared a two-for-one split of the Company's common stock issued in the form of a stock dividend. Stockholders of record as of November 29, 2011 were issued one additional share of common stock on December 15, 2011 for each share held. 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, self-insurance reserves, and uncertain tax position reserves.

Purchase obligations.As of January 28, 2012, the Company had purchase obligations of approximately $1,243 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 $1,172 million represent purchase obligations of less than one year as of January 28, 2012.

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 to serve as collateral for certain of the Company's insurance obligations. 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 January 28, 2012, the Company had cash and cash equivalents of $61.1 million and investments of $5.7 million in restricted accounts. As of January 28, 2012 restricted cash, cash equivalents, and investments of $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.

Investments. The Company's investments are comprised of various debt securities. At January 28, 2012 and January 29, 2011, 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 49% and 47% of total inventories as of January 28, 2012 and January 29, 2011. 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 January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Restricted cash and investments	$	18,689	$	--
Prepaid expenses		68,673		63,807
Total	$	87,362	$	63,807

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 five to 12 years for equipment and 20 to 40 years for land improvements and buildings. Depreciation and amortization expense on property and equipment was $159.9 million, $160.7 million, and $159.0 million for fiscal 2011, 2010, and 2009, 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 $137.1 million and $102.0 million at January 28, 2012 and January 29, 2011, respectively, are included in fixtures and equipment and are amortized over their estimated useful life, generally ranging from five to seven years. The Company capitalizes interest during the construction period. Interest capitalized was $0.5 million and $0.1 million in fiscal 2011 and fiscal 2010, respectively.

In the fourth quarter of 2011, the Company purchased the land and building of an existing store location in Southern California which was previously leased, and acquired the land and buildings for its future corporate headquarters in Dublin, California, for a combined total of approximately $100 million.

Other long-term assets. Other long-term assets as of January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Deferred compensation (Note B)	$	67,459	$	63,569
Restricted cash and investments		48,059		--
Goodwill		2,889		2,889
Deposits		4,115		3,835
Other		6,992		4,814
Total	$	129,514	$	75,107

Other assetsare principally comprised of prepaid rent and other long-term prepayments.

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 2011, 2010, and 2009, 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 2011, the Company closed ten Ross stores. In 2010, the Company closed six Ross stores. The lease loss liability related to certain of these closed stores was $3.0 million and $4.9 million, as of January 28, 2012 and January 29, 2011, 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 $78.9 million and $53.4 million at January 28, 2012 and January 29, 2011, 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 January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Workers' compensation	$	74,773	$	67,425
General liability		27,375		25,490
Medical plans		3,220		3,344
Total	$	105,368	$	96,259

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 January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Deferred compensation	$	67,459	$	63,569
Deferred rent		59,444		58,989
Income taxes (See Note F)		53,534		41,784
Tenant improvement allowances		21,287		22,392
Other		1,901		3,255
Total	$	203,625	$	189,989

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.

Estimated fair value of financial instruments. The carrying value of cash and cash equivalents, short- and long-term 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.

Revenue recognition.The Company recognizes revenue at the point of sale and maintains an allowance for estimated future returns. Sales of gift cards are deferred until they are redeemed for the purchase of Company merchandise. The Company's gift cards do not have expiration dates. Based upon historical redemption rates, a small percentage of gift cards will never be redeemed, which represents breakage. The Company recognizes income from gift card breakage as a reduction of operating expenses when redemption by a customer is considered to be remote. Income recognized from breakage was not significant in fiscal 2011, 2010, and 2009.

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:
January 28, 2012	$	5,869	$	606,293	$	(605,736	)	$	6,426
January 29, 2011	$	5,344	$	558,361	$	(557,836	)	$	5,869
January 30, 2010	$	4,702	$	506,249	$	(505,607	)	$	5,344

Store pre-opening. Store pre-opening costs are expensed in the period incurred.

Advertising.Advertising costs are expensed in the period incurred. Advertising costs for fiscal 2011, 2010, and 2009 were $59.9 million, $54.3 million, and $53.5 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 2011, 2010, and 2009 there were 5,900, 6,400, and 39,600 weighted average shares, respectively, that could potentially dilute basic EPS in the future that were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for those years.

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

			Effect of dilutive
			common stock
Shares in (000s)	Basic EPS		equivalents			Diluted EPS
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
2009
Shares		245,774		4,254			250,028
Amount	$	1.80	$	(0.03	)	$	1.77

Sales mix.The Company's sales mix is shown below for fiscal 2011, 2010, and 2009:

	2011	2010	2009
Ladies	29%	29%	30%
Home Accents and Bed and Bath	25%	25%	24%
Men's	13%	13%	13%
Accessories, Lingerie, Fine Jewelry, and Fragrances	13%	12%	13%
Shoes	12%	12%	11%
Children's	8%	9%	9%
Total	100%	100%	100%

Comprehensive income. Comprehensive income consists of net earnings and other comprehensive income (loss), principally unrealized investment gains or losses. Components of comprehensive income are presented in the consolidated statements of stockholders' equity.

New accounting standards. In May 2011, the FASB issued Accounting Standards Update No. 2011-04, "Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs," ("ASU 2011-04"). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures required for fair value measurements. ASU 2011-04 is to be applied prospectively and is effective for the Company in fiscal 2012. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05"). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU 2011-05 requires that all nonowner changes in stockholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This new guidance is to be applied retrospectively and is effective for the Company in fiscal 2012. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial position or results of operations.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Assets
Cash and cash equivalents	$ 649,835	$ 833,924
Short-term investments	658	3,204
Accounts receivable	50,848	45,384
Merchandise inventory	1,130,070	1,086,917
Prepaid expenses and other	87,362	63,807
Deferred income taxes	5,598	10,003
Total current assets	1,924,371	2,043,239
Property and Equipment
Land and buildings	338,027	241,138
Fixtures and equipment	1,408,647	1,258,707
Leasehold improvements	657,312	584,306
Construction-in-progress	131,881	69,237
Property and equipment, gross	2,535,867	2,153,388
Less accumulated depreciation and amortization	1,294,145	1,169,612
Property and equipment, net	1,241,722	983,776
Long-term investments	5,602	14,082
Other long-term assets	129,514	75,107
Total assets	3,301,209	3,116,204
Liabilities and Stockholders' Equity
Accounts payable	761,717	767,455
Accrued expenses and other	304,654	292,174
Accrued payroll and benefits	248,552	235,030
Income taxes payable	31,129	57,661
Total current liabilities	1,346,052	1,352,320
Long-term debt	150,000	150,000
Other long-term liabilities	203,625	189,989
Deferred income taxes	108,520	91,203
Commitments and contingencies
Stockholders' Equity
Common stock, par value $.01 per share Authorized 600,000,000 shares Issued and outstanding 226,864,000 and 236,126,000 shares, respectively.	2,269	2,362
Additional paid-in capital	788,895	739,545
Treasury stock	(62,262)	(46,408)
Accumulated other comprehensive income	635	488
Retained earnings	763,475	636,705
Total stockholders' equity	1,493,012	1,332,692
Total liabilities and stockholders' equity	$ 3,301,209	$ 3,116,204

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Quarterly Financial Data

12 Months Ended

Jan. 28, 2012

Quarterly Financial Data [Abstract]

Quarterly Financial Data

Note K: Quarterly Financial Data (Unaudited)

Summarized quarterly financial information for fiscal 2011 and 2010 is presented in the tables below.

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 – basic1,2	$	0.75	$	0.65	$	0.64	$	0.86
Earnings per share – diluted1,2	$	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.

Year ended January 29, 2011:

	Quarter Ended
($000, except per share data)	May 1, 2010		July 31, 2010		October 30, 2010		January 29, 2011
Sales	$	1,934,778	$	1,911,760	$	1,874,320	$	2,145,242
Cost of goods sold		1,406,082		1,395,785		1,365,513		1,562,355
Selling, general and administrative		294,472		303,402		312,277		319,624
Interest expense, net		2,388		2,436		2,232		2,513
Total costs and expenses		1,702,942		1,701,623		1,680,022		1,884,492
Earnings before taxes		231,836		210,137		194,298		260,750
Provision for taxes on earnings		89,489		80,861		72,920		98,954
Net earnings	$	142,347	$	129,276	$	121,378	$	161,796
Earnings per share – basic1,2	$	0.59	$	0.54	$	0.52	$	0.70
Earnings per share – diluted1,2	$	0.58	$	0.53	$	0.51	$	0.69
Cash dividends declared per share
on common stock¹	$	-	$	0.08	$	0.08	$	0.19	³
Stock price¹
High	$	29.26	$	28.85	$	29.50	$	33.50
Low	$	22.60	$	25.75	$	24.52	$	29.80

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 $.08 per share dividend declared in November 2010 and $.11 per share dividend declared in January 2011.

XML

Document And Entity Information (USD $)	12 Months Ended
	Jan. 28, 2012	Mar. 08, 2012	Jul. 30, 2011
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jan. 28, 2012
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Entity Registrant Name	ROSS STORES INC
Entity Central Index Key	0000745732
Current Fiscal Year End Date	--01-28
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		226,520,166
Entity Public Float			$ 8,499,644,925
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes

XML

Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Jan. 28, 2012

Summary Of Significant Accounting Policies [Abstract]

Business

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 2011, the Company operated 1,037 Ross Dress for Less^® ("Ross") locations in 29 states, the District of Columbia, and Guam, and 88 dd's DISCOUNTS^® stores in seven states, all of which are supported by four distribution centers. The Company's headquarters, one buying office, two distribution centers, one warehouse, and 26% of its stores are located in California.

Segment Reporting

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

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 January 28, 2012, January 29, 2011 and January 30, 2010 are referred to as fiscal 2011, fiscal 2010, and fiscal 2009, respectively, and had 52 weeks.

Stock Dividend

Stock dividend. On November 16, 2011, the Company's Board of Directors declared a two-for-one split of the Company's common stock issued in the form of a stock dividend. Stockholders of record as of November 29, 2011 were issued one additional share of common stock on December 15, 2011 for each share held. All share and per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

Use Of Accounting Estimates

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, self-insurance reserves, and uncertain tax position reserves.

Purchase Obligations

Purchase obligations.As of January 28, 2012, the Company had purchase obligations of approximately $1,243 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 $1,172 million represent purchase obligations of less than one year as of January 28, 2012.

Cash And Cash Equivalents

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

Restricted cash, cash equivalents, and investments.The Company has restricted cash, cash equivalents, and investments to serve as collateral for certain of the Company's insurance obligations. 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 January 28, 2012, the Company had cash and cash equivalents of $61.1 million and investments of $5.7 million in restricted accounts. As of January 28, 2012 restricted cash, cash equivalents, and investments of $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.

Investments

Investments. The Company's investments are comprised of various debt securities. At January 28, 2012 and January 29, 2011, 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. 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 49% and 47% of total inventories as of January 28, 2012 and January 29, 2011. 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

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. Prepaid expenses and other as of January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Restricted cash and investments	$	18,689	$	--
Prepaid expenses		68,673		63,807
Total	$	87,362	$	63,807

Property And Equipment

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 five to 12 years for equipment and 20 to 40 years for land improvements and buildings. Depreciation and amortization expense on property and equipment was $159.9 million, $160.7 million, and $159.0 million for fiscal 2011, 2010, and 2009, 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 $137.1 million and $102.0 million at January 28, 2012 and January 29, 2011, respectively, are included in fixtures and equipment and are amortized over their estimated useful life, generally ranging from five to seven years. The Company capitalizes interest during the construction period. Interest capitalized was $0.5 million and $0.1 million in fiscal 2011 and fiscal 2010, respectively.

In the fourth quarter of 2011, the Company purchased the land and building of an existing store location in Southern California which was previously leased, and acquired the land and buildings for its future corporate headquarters in Dublin, California, for a combined total of approximately $100 million.

Other Long-Term Assets

Other long-term assets. Other long-term assets as of January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Deferred compensation (Note B)	$	67,459	$	63,569
Restricted cash and investments		48,059		--
Goodwill		2,889		2,889
Deposits		4,115		3,835
Other		6,992		4,814
Total	$	129,514	$	75,107

Other assetsare principally comprised of prepaid rent and other long-term prepayments.

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 2011, 2010, and 2009, no impairment charges were recorded.

Store Closures

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 2011, the Company closed ten Ross stores. In 2010, the Company closed six Ross stores. The lease loss liability related to certain of these closed stores was $3.0 million and $4.9 million, as of January 28, 2012 and January 29, 2011, respectively. Operating costs, including depreciation, of stores to be closed are expensed during the period they remain in use.

Accounts Payable

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 $78.9 million and $53.4 million at January 28, 2012 and January 29, 2011, respectively. The Company includes the change in book cash overdrafts in operating cash flows.

Insurance Obligations

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 January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Workers' compensation	$	74,773	$	67,425
General liability		27,375		25,490
Medical plans		3,220		3,344
Total	$	105,368	$	96,259

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.Other long-term liabilities as of January 28, 2012 and January 29, 2011 consisted of the following:

($000)	2011		2010
Deferred compensation	$	67,459	$	63,569
Deferred rent		59,444		58,989
Income taxes (See Note F)		53,534		41,784
Tenant improvement allowances		21,287		22,392
Other		1,901		3,255
Total	$	203,625	$	189,989

Lease Accounting

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.

Estimated Fair Value Of Financial Instruments

Estimated fair value of financial instruments. The carrying value of cash and cash equivalents, short- and long-term 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.

Revenue Recognition

Revenue recognition.The Company recognizes revenue at the point of sale and maintains an allowance for estimated future returns. Sales of gift cards are deferred until they are redeemed for the purchase of Company merchandise. The Company's gift cards do not have expiration dates. Based upon historical redemption rates, a small percentage of gift cards will never be redeemed, which represents breakage. The Company recognizes income from gift card breakage as a reduction of operating expenses when redemption by a customer is considered to be remote. Income recognized from breakage was not significant in fiscal 2011, 2010, and 2009.

Sales tax collected is not recognized as revenue and is included in accrued expenses and other.

Allowance For Sales Returns

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:
January 28, 2012	$	5,869	$	606,293	$	(605,736	)	$	6,426
January 29, 2011	$	5,344	$	558,361	$	(557,836	)	$	5,869
January 30, 2010	$	4,702	$	506,249	$	(505,607	)	$	5,344

Store Pre-Opening

Store pre-opening. Store pre-opening costs are expensed in the period incurred.

Advertising

Advertising.Advertising costs are expensed in the period incurred. Advertising costs for fiscal 2011, 2010, and 2009 were $59.9 million, $54.3 million, and $53.5 million, respectively.

Stock-Based Compensation

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

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

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")

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 2011, 2010, and 2009 there were 5,900, 6,400, and 39,600 weighted average shares, respectively, that could potentially dilute basic EPS in the future that were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive for those years.

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

			Effect of dilutive
			common stock
Shares in (000s)	Basic EPS		equivalents			Diluted EPS
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
2009
Shares		245,774		4,254			250,028
Amount	$	1.80	$	(0.03	)	$	1.77

Sales Mix

Sales mix.The Company's sales mix is shown below for fiscal 2011, 2010, and 2009:

	2011	2010	2009
Ladies	29%	29%	30%
Home Accents and Bed and Bath	25%	25%	24%
Men's	13%	13%	13%
Accessories, Lingerie, Fine Jewelry, and Fragrances	13%	12%	13%
Shoes	12%	12%	11%
Children's	8%	9%	9%
Total	100%	100%	100%

Comprehensive Income

Comprehensive income. Comprehensive income consists of net earnings and other comprehensive income (loss), principally unrealized investment gains or losses. Components of comprehensive income are presented in the consolidated statements of stockholders' equity.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jan. 28, 2012	Jan. 29, 2011
Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares	600,000,000	600,000,000
Common stock, shares issued	226,864,000	236,126,000
Common stock, shares outstanding	226,864,000	236,126,000

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Taxes On Earnings

12 Months Ended

Jan. 28, 2012

Taxes On Earnings [Abstract]

Taxes On Earnings

Note F: Taxes on Earnings

The provision for income taxes consisted of the following:

($000)	2011		2010		2009
Current
Federal	$	343,550	$	329,723	$	242,111
State		30,702		30,478		17,548
		374,252		360,201		259,659
Deferred
Federal		25,383		(11,139)		13,417
State		(3,661)		(6,838)		2,696
		21,722		(17,977)		16,113
Total	$	395,974	$	342,224	$	275,772

In fiscal 2011, 2010, and 2009, the Company realized tax benefits of $19.0 million, $15.4 million and $8.6 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:

	2011	2010	2009
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%

The components of deferred income taxes at January 28, 2012 and January 29, 2011 are as follows:

($000)	2011			2010
Deferred Tax Assets
Accrued liabilities	$	43,215		$	27,309
Deferred compensation		34,736			32,131
Stock-based compensation		16,969			13,772
Deferred rent		13,115			11,003
California franchise taxes		11,286			8,493
Employee benefits		10,074			2,754
Other		3,260			9,406
		132,655			104,868
Deferred Tax Liabilities
Depreciation		(199,119	)		(150,042	)
Merchandise inventory		(20,129	)		(21,046	)
Supplies		(9,024	)		(8,266	)
Prepaid expenses		(7,305	)		(6,714	)
		(235,577	)		(186,068	)
Net Deferred Tax Liabilities	$	(102,922	)	$	(81,200	)
Classified as:
Current net deferred tax asset	$	5,598		$	10,003
Long-term net deferred tax liability		(108,520	)		(91,203	)
Net Deferred Tax Liabilities	$	(102,922	)	$	(81,200	)

The changes in amounts of unrecognized tax benefits (gross of federal tax benefits and excluding interest) at fiscal 2011, 2010, and 2009 are as follows:

($000)	2011			2010			2009
Unrecognized tax benefits - beginning of year	$	43,990		$	33,349		$	26,338
Gross increases:
Tax positions in current period		9,245			8,957			7,314
Tax positions in prior period		12,193			4,343			2,308
Gross decreases:
Tax positions in prior periods		(4,491	)		-			-
Lapse of statute limitations		(682	)		(1,348	)		(1,731	)
Settlements		(3,731	)		(1,311	)		(880	)
Unrecognized tax benefits - end of year	$	56,524		$	43,990		$	33,349

At the end of fiscal 2011, 2010, and 2009, the reserves for unrecognized tax benefits (net of federal tax benefits) were $53.5 million, $41.8 million, and $33.6 million inclusive of $12.0 million, $12.0 million, and $10.0 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, $36.0 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 $1.2 million.

The Company is generally open to audit by the Internal Revenue Service under the statute of limitations for fiscal years 2008 through 2011. The Company's state income tax returns are generally open to audit under the various statutes of limitations for fiscal years 2007 through 2011. 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.

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Leases

12 Months Ended

Jan. 28, 2012

Leases [Abstract]

Leases

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 or each renewal term. The Company's obligation under the residual value guarantee at the end of the respective lease terms is $1.2 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 ten-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. As of January 28, 2012, the Company has accrued approximately $4.6 million related to an estimated shortfall in the residual value guarantee recorded in accrued expenses and other in the consolidated balance sheets. The synthetic lease agreement includes a prepayment penalty for early payoff of the lease.

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 January 28, 2012 the Company had approximately $1.4 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 January 28, 2012, 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 2013 and 2014. The third warehouse is in Fort Mill, South Carolina, with a lease expiring in 2013. 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 181,000 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 201,000 and 26,000 square feet of office space for its New York City and Los Angeles buying offices, respectively. The lease terms for these facilities expire in 2021 and 2014, respectively, and contain renewal provisions.

The aggregate future minimum annual lease payments under leases in effect at January 28, 2012 are as follows:

					Residual
	Operating		Synthetic		value
($000)	leases		leases		guarantees		Total leases
2012	$	364,788	$	5,223	$	989	$	371,000
2013		380,695		1,714		56,183		438,592
2014		330,310		-		-		330,310
2015		275,470		-		-		275,470
2016		217,011		-		-		217,011
Thereafter		444,571		-		-		444,571
Total minimum lease payments	$	2,012,845	$	6,937	$	57,172	$	2,076,954

Total rent expense for all leases was $380.0 million in 2011, $360.4 million in 2010, and $336.5 million in 2009.

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Taxes On Earnings (Tables)

12 Months Ended

Jan. 28, 2012

Taxes On Earnings [Abstract]

Provision For Income Taxes

($000)	2011		2010		2009
Current
Federal	$	343,550	$	329,723	$	242,111
State		30,702		30,478		17,548
		374,252		360,201		259,659
Deferred
Federal		25,383		(11,139)		13,417
State		(3,661)		(6,838)		2,696
		21,722		(17,977)		16,113
Total	$	395,974	$	342,224	$	275,772

Provision For Taxes Effective Rate

	2011	2010	2009
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%

Components Of Deferred Income Taxes

($000)	2011			2010
Deferred Tax Assets
Accrued liabilities	$	43,215		$	27,309
Deferred compensation		34,736			32,131
Stock-based compensation		16,969			13,772
Deferred rent		13,115			11,003
California franchise taxes		11,286			8,493
Employee benefits		10,074			2,754
Other		3,260			9,406
		132,655			104,868
Deferred Tax Liabilities
Depreciation		(199,119	)		(150,042	)
Merchandise inventory		(20,129	)		(21,046	)
Supplies		(9,024	)		(8,266	)
Prepaid expenses		(7,305	)		(6,714	)
		(235,577	)		(186,068	)
Net Deferred Tax Liabilities	$	(102,922	)	$	(81,200	)
Classified as:
Current net deferred tax asset	$	5,598		$	10,003
Long-term net deferred tax liability		(108,520	)		(91,203	)
Net Deferred Tax Liabilities	$	(102,922	)	$	(81,200	)

Unrecognized Tax Benefits

($000)	2011			2010			2009
Unrecognized tax benefits - beginning of year	$	43,990		$	33,349		$	26,338
Gross increases:
Tax positions in current period		9,245			8,957			7,314
Tax positions in prior period		12,193			4,343			2,308
Gross decreases:
Tax positions in prior periods		(4,491	)		-			-
Lapse of statute limitations		(682	)		(1,348	)		(1,731	)
Settlements		(3,731	)		(1,311	)		(880	)
Unrecognized tax benefits - end of year	$	56,524		$	43,990		$	33,349

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Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 28, 2012

Summary Of Significant Accounting Policies [Abstract]

Schedule Of Prepaid Expenses And Other Assets

($000)	2011		2010
Restricted cash and investments	$	18,689	$	--
Prepaid expenses		68,673		63,807
Total	$	87,362	$	63,807

Schedule Of Other Long-Term Assets

($000)	2011		2010
Deferred compensation (Note B)	$	67,459	$	63,569
Restricted cash and investments		48,059		--
Goodwill		2,889		2,889
Deposits		4,115		3,835
Other		6,992		4,814
Total	$	129,514	$	75,107

Summary Of Insurance Obligations

($000)	2011		2010
Workers' compensation	$	74,773	$	67,425
General liability		27,375		25,490
Medical plans		3,220		3,344
Total	$	105,368	$	96,259

Schedule Of Other Long-Term Liabilities

($000)	2011		2010
Deferred compensation	$	67,459	$	63,569
Deferred rent		59,444		58,989
Income taxes (See Note F)		53,534		41,784
Tenant improvement allowances		21,287		22,392
Other		1,901		3,255
Total	$	203,625	$	189,989

Schedule Of Allowance For Sales Returns

($000)	Beginning balance		Additions		Returns			Ending balance
Year ended:
January 28, 2012	$	5,869	$	606,293	$	(605,736	)	$	6,426
January 29, 2011	$	5,344	$	558,361	$	(557,836	)	$	5,869
January 30, 2010	$	4,702	$	506,249	$	(505,607	)	$	5,344

Schedule Of Basic And Diluted EPS

			Effect of dilutive
			common stock
Shares in (000s)	Basic EPS		equivalents			Diluted EPS
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
2009
Shares		245,774		4,254			250,028
Amount	$	1.80	$	(0.03	)	$	1.77

Schedule Of Sales Mix

	2011	2010	2009
Ladies	29%	29%	30%
Home Accents and Bed and Bath	25%	25%	24%
Men's	13%	13%	13%
Accessories, Lingerie, Fine Jewelry, and Fragrances	13%	12%	13%
Shoes	12%	12%	11%
Children's	8%	9%	9%
Total	100%	100%	100%

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Related Party Transactions

12 Months Ended

Jan. 28, 2012

Related Party Transactions [Abstract]

Related Party Transactions

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 $0.2 million in fiscal 2011, 2010, and 2009, 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.

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Employee Benefit Plans

12 Months Ended

Jan. 28, 2012

Employee Benefit Plans [Abstract]

Employee Benefit Plans

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 $8.7 million, $8.2 million, and $7.6 million in fiscal 2011, 2010, and 2009, 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 $67.5 million and $63.6 million at January 28, 2012 and January 29, 2011, 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 $67.5 million and $63.6 million at January 28, 2012 and January 29, 2011, 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 $5.7 million and $4.9 million is included in accrued liabilities and other in the accompanying consolidated balance sheets as of January 28, 2012 and January 29, 2011, respectively.

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Stockholders' Equity

12 Months Ended

Jan. 28, 2012

Stockholders' Equity [Abstract]

Stockholders' Equity

Note H: Stockholders' Equity

Common stock. The Company repurchased 11.3 million, 13.4 million, and 14.8 million shares of common stock for aggregate purchase prices of approximately $450 million, $375 million, and $300 million in fiscal 2011, 2010, and 2009, respectively. In January 2011, the Company's Board of Directors approved a two-year $900 million stock repurchase program for fiscal 2011 and 2012.

The following table summarizes the Company's stock repurchase activity in fiscal 2011, 2010, and 2009:

	Shares repurchased	Average repurchase			Repurchased
Fiscal Year	(in millions)	price			(in millions)
2011	11.3		$	39.95		$	450
2010	13.4		$	27.86		$	375
2009	14.8		$	20.34		$	300

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 2012, the Company's Board of Directors declared a quarterly cash dividend of $.14 per common share, payable on March 30, 2012. The Company's Board of Directors declared quarterly cash dividends of $.11 per common share in January, May, August, and November 2011, cash dividends of $.08 per common share in January, May, August, and November 2010, and cash dividends of $.055 per common share in January, May, August, and November 2009.

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 28, 2012, there were 7.8 million shares that remained available for grant under the 2008 Plan.

A summary of the stock option activity for fiscal 2011 is presented below.

					Weighted
			Weighted		average
			average		remaining	Aggregate
	Number of		exercise		contractual	intrinsic
(000, except per share data)	shares		price		term	value
Outstanding at January 29, 2011	3,218		$	12.76
Granted	-			-
Exercised	(793	)		11.33
Forfeited	(7	)		10.98
Outstanding at January 28, 2012, all vested	2,418		$	13.24	2.77	$	91,536

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 28, 2012 (number of shares in thousands):

					Options outstanding and exercisable
					Number of	Remaining	Exercise
Exercise price range					shares	life	price
$	8.19	to	$	12.23	681	1.48	$	10.89
	12.27	to		13.91	730	3.44		13.53
	13.92	to		14.57	613	3.15		14.31
	14.59	to		16.43	394	3.18		15.09
$	8.19	to	$	16.43	2,418	2.77	$	13.24

A summary of the restricted stock activity for fiscal 2011 is presented below:

			Weighted
			average
	Number of		grant date
(000, except per share data)	shares		fair value
Unvested at January 29, 2011	5,671		$	18.50
Awarded	1,603			32.91
Released	(1,725	)		17.00
Forfeited	(196	)		20.16
Unvested at January 28, 2012	5,353		$	23.23

The market value of restricted shares 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 January 28, 2012 and January 29, 2011 was $67.5 million and $56.8 million, respectively, which is expected to be recognized over a weighted average remaining period of 2.0 years. Intrinsic value for restricted stock, defined as the closing market value on the last business day of fiscal year 2011 (or $51.09), was $273.5 million. A total of 7,811,000, 8,770,000, and 9,886,000 shares were available for new restricted stock awards at the end of fiscal 2011, 2010, and 2009, respectively. During fiscal 2011, 2010, and 2009, shares purchased by the Company for tax withholding totaled 442,000, 350,000, and 326,000 shares, respectively, and are considered treasury shares which are available for reissuance. As of January 28, 2012 and January 29, 2011, the Company held 3,354,000 and 2,932,000 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 common stock 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 common stock then issued vests over the service period, generally three years from the date the performance award was granted. The Company issued approximately 467,000, 656,000, and 792,000 shares in settlement of the fiscal 2011, 2010, and 2009 awards.

Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan ("ESPP"), eligible full-time employees participating in the annual 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. In addition, 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 2011, 2010, and 2009, employees purchased approximately 243,000, 292,000, and 332,000 shares, respectively, of the Company's common stock under the plan at weighted average per share prices of $34.24, $23.74, and $17.38, respectively. Through January 28, 2012, approximately 18,723,000 shares had been issued under this plan and 1,277,000 shares remained available for future issuance.

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Litigation, Claims, And Assessments

12 Months Ended

Jan. 28, 2012

Litigation, Claims, And Assessments [Abstract]

Litigation, Claims, And Assessments

Note J: Litigation, Claims, and Assessments

Like many California retailers, the Company has been named in class action lawsuits regarding wage and hour claims. Class action litigation involving allegations that hourly associates have missed meal and/or rest break periods, as well as allegations of unpaid overtime wages to store managers and assistant store managers at Company stores under state law remains pending as of January 28, 2012.

The Company is also party to various other legal proceedings arising in the normal course of business. Actions filed against the Company include commercial, product, customer, intellectual property, and labor and employment-related claims, including lawsuits in which plaintiffs 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.

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Investments And Restricted Investments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Investment [Line Items]
Underlying assets in non-qualified deferred compensation program	$ 67,459	$ 63,569
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Investment [Line Items]
Underlying assets in non-qualified deferred compensation program	57,800	54,900
Significant Other Observable Inputs (Level 2) [Member]
Investment [Line Items]
Underlying assets in non-qualified deferred compensation program	$ 9,700	$ 8,700

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Stockholders' Equity (Preferred Stock) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	Jan. 28, 2012
Stockholders' Equity [Abstract]
Preferred stock, shares authorized	4
Preferred stock, par value	$ 0.01
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

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Stock-Based Compensation (Tables)

12 Months Ended

Jan. 28, 2012

Stock-Based Compensation [Abstract]

Recognized Stock-Based Compensation

($000)	2011		2010		2009
Restricted stock	$	22,994	$	22,387	$	17,791
Performance awards		15,944		11,641		5,003
ESPP and stock options		1,466		2,523		2,952
Total	$	40,404	$	36,551	$	25,746

Total Stock-Based Compensation Recognized In The Consolidated Statements Of Earnings

Statements of Earnings Classification ($000)	2011		2010		2009
Cost of goods sold	$	17,670	$	15,665	$	11,912
Selling, general and administrative		22,734		20,886		13,834
Total	$	40,404	$	36,551	$	25,746

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended
	Nov. 15, 2011	Jan. 28, 2012	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Summary Of Significant Accounting Policies [Line Items]
Number of distribution centers			4
Dividend declaration date			Nov. 16, 2011
Dividend payment date			Dec. 15, 2011
Stock split			2
Record date			Nov. 29, 2011
Additional common shares issued	1
Purchase obligations		$ 1,243,000,000	$ 1,243,000,000
Investments in restricted accounts		5,700,000	5,700,000
Restricted cash, cash equivalents, and investments included in prepaid expenses and other		18,689,000	18,689,000
Restricted cash, cash equivalents, and investments included in other long-term assets		48,059,000	48,059,000
Packaway inventory percentage of total inventories			49.00%	47.00%
Computer hardware and software costs, net of amortization			137,100,000	102,000,000
Interest capitalized amount			500,000	100,000
Purchase of land and building		100,000,000
Book cash overdrafts			78,900,000	53,400,000
Advertising costs			59,900,000	54,300,000	53,500,000
Weighted average shares, that could potentially dilute basic EPS			5,900	6,400	39,600
Merchandise inventory purchase orders		1,172,000,000	1,172,000,000
Lease loss liability		3,000,000	3,000,000	4,900,000
Cash and cash equivalents, restricted		61,100,000	61,100,000
Depreciation and amortization expense on property and equipment			159,892,000	160,693,000	159,043,000
Asset impairment charges			$ 0	$ 0	$ 0
Real Property [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life, straight-line method, minimum years			20
Property and equipment estimated useful life, straight-line method, maximum years			40
Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life, straight-line method, minimum years			5
Property and equipment estimated useful life, straight-line method, maximum years			12
Fixtures And Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life, straight-line method, minimum years			5
Property and equipment estimated useful life, straight-line method, maximum years			7
Ross Dress For Less [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of store locations		1,037	1,037
Number of states company operates in		29	29
Number of stores closed			10	6
DD's Discounts [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of store locations		88	88
Number of states company operates in		7	7
California [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of buying offices in California			1
Number of distribution centers			2
Number of warehouses		1	1
Percent of stores located in California			26.00%

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Employee Benefit Plans (Details) (USD $)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Employee Benefit Plans [Abstract]
Company match of employee salary, percent	4.00%
Long-term plan investments	$ 67,459,000	$ 63,569,000
Liability to participants	67,459,000	63,569,000
Estimated liability for post-employment medical benefits	5,700,000	4,900,000
Company contributions	$ 8,700,000	$ 8,200,000	$ 7,600,000

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Debt (Details) (USD $)			12 Months Ended		1 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 28, 2012 Series A Unsecured Senior Notes [Member]	Jan. 28, 2012 Series B Unsecured Senior Notes [Member]	Mar. 31, 2011 Unsecured Revolving Credit Facility [Member]	Jan. 28, 2012 Unsecured Revolving Credit Facility [Member]	Jan. 29, 2011 Unsecured Revolving Credit Facility [Member]	Mar. 31, 2011 Previous Revolving Credit Facility [Member]	Jan. 28, 2012 Standby Letters Of Credit [Member]	Jan. 29, 2011 Standby Letters Of Credit [Member]	Jan. 28, 2012 Trade Letters Of Credit [Member]	Jan. 29, 2011 Trade Letters Of Credit [Member]
Debt Instrument [Line Items]
Borrowing capacity for revolving credit facility					$ 600,000,000	$ 600,000,000	$ 600,000,000	$ 600,000,000
Revolving credit facility borrowing amount						0
Revolving credit facility expiration date					March 2016
Sublimit for standby letters of credit					300,000,000		300,000,000
Basis points margin over LIBOR					1.50%		0.45%
Standby letter of credit, amount avaliable							230,400,000
Unsecured senior notes	150,000,000	150,000,000	85,000,000	65,000,000
Unsecured senior notes due date			Dec. 01, 2018	Dec. 01, 2021
Unsecured senior notes interest rate			6.38%	6.53%
Unsecured senior notes estimated fair value	190,000,000
Trade Letters of credit amount						0					39,900,000	35,200,000
Standby letter of credit, amount outstanding									45,300,000	69,600,000
Collateral trust	$ 21,300,000

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Consolidated Statements Of Stockholders' Equity (USD $) In Thousands, unless otherwise specified	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]	Total
Balance, Value at Jan. 31, 2009	$ 2,546	$ 624,844	$ (30,819)	$ (1,174)	$ 400,972	$ 996,369
Balance, Shares at Jan. 31, 2009	254,692
Comprehensive income:
Net earnings					442,757	442,757
Unrealized investment gain, net				1,344		1,344
Total comprehensive income						444,101
Common stock issued under stock plans, net of shares used for tax withholding, Shares	5,916
Common stock issued under stock plans, net of shares used for tax withholding, Value	60	49,333	(6,045)			43,348
Tax benefit from equity issuance		8,582				8,582
Stock-based compensation		25,746				25,746
Common stock repurchased, Shares	(14,750)
Common stock repurchased, Value	(148)	(27,826)			(272,026)	(300,000)
Dividends declared					(60,853)	(60,853)
Balance, Value at Jan. 30, 2010	2,458	680,679	(36,864)	170	510,850	1,157,293
Balance, Shares at Jan. 30, 2010	245,858
Comprehensive income:
Net earnings					554,797	554,797
Unrealized investment gain, net				318		318
Total comprehensive income						555,115
Common stock issued under stock plans, net of shares used for tax withholding, Shares	3,728
Common stock issued under stock plans, net of shares used for tax withholding, Value	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, Shares	(13,460)
Common stock repurchased, Value	(134)	(29,539)			(345,327)	(375,000)
Dividends declared					(83,615)	(83,615)
Balance, Value at Jan. 29, 2011	2,362	739,545	(46,408)	488	636,705	1,332,692
Balance, Shares at Jan. 29, 2011	236,126
Comprehensive income:
Net earnings					657,170	657,170
Unrealized investment gain, net				147		147
Total comprehensive income						657,317
Common stock issued under stock plans, net of shares used for tax withholding, Shares	2,002
Common stock issued under stock plans, net of shares used for tax withholding, Value	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, Shares	(11,264)
Common stock repurchased, Value	(113)	(27,364)			(422,523)	(450,000)
Dividends declared					(107,877)	(107,877)
Balance, Value at Jan. 28, 2012	$ 2,269	$ 788,895	$ (62,262)	$ 635	$ 763,475	$ 1,493,012
Balance, Shares at Jan. 28, 2012	226,864

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Debt

12 Months Ended

Jan. 28, 2012

Debt [Abstract]

Debt

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 January 28, 2012 of approximately $190 million is estimated by obtaining comparable market quotes. The senior notes are subject to prepayment penalties for early payment of principal.

Revolving credit facility. In March 2011, the Company entered into a new $600 million unsecured, revolving credit facility. This credit facility, which replaced the Company's previous $600 million revolving credit facility, expires in March 2016 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 150 basis points) and is payable upon maturity but not less than quarterly. The Company had no borrowings outstanding or letters of credit issued under this facility as of January 28, 2012. As of January 28, 2012, the Company's $600 million credit facility remains in place and available.

At January 29, 2011, the Company had a $600 million unsecured, revolving credit facility. Interest pricing on this facility was LIBOR plus 45 basis points and contained a $300 million sublimit for issuance of standby letters of credit, of which $230.4 million was available.

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 January 28, 2012, the Company was in compliance with these covenants.

Standby letters of credit and collateral trust. In July 2011, the Company entered into new standby letters of credit outside of its revolving credit facility and set up a trust to collateralize its insurance obligations. As of January 28, 2012, the Company had $45.3 million in standby letters of credit which are collateralized by restricted cash and cash equivalents and $21.3 million in a collateral trust consisting of restricted cash, cash equivalents, and investments.

At January 29, 2011, the Company had $69.6 million in outstanding standby letters of credit issued under its revolving credit facility.

Trade letters of credit. The Company also had $39.9 million and $35.2 million in trade letters of credit outstanding at January 28, 2012 and January 29, 2011, respectively.

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Related Party Transactions (Narrative) (Details) (USD $)	12 Months Ended
	Jan. 28, 2012 years	Jan. 29, 2011	Jan. 30, 2010
Related Party Transactions [Abstract]
Chairman of the Board of Directors, consulting fee	$ 1,300,000
Chairman of the Board of Directors, consulting installments ending date	May 2016
Chairman of the Board of Directors, administrative support, health, other benefits	200,000	200,000	200,000
Chairman of the Board of Directors, life insurance death benefit	2,000,000
Chairman of the Board of Directors, severance pay	$ 75,000
Chairman of the Board of Directors, severance term, years	10

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Summary Of Significant Accounting Policies (Schedule Of Prepaid Expenses And Other Assets) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 28, 2012	Jan. 29, 2011
Summary Of Significant Accounting Policies [Abstract]
Restricted cash and investments	$ 18,689
Prepaid expenses	68,673	63,807
Total	$ 87,362	$ 63,807

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Stock-Based Compensation (Narrative) (Details)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	0	0	0
Discount rate under the ESPP	15.00%
Stock Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock-based compensation plans	1

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Investments And Restricted Investments (Tables)

12 Months Ended

Jan. 28, 2012

Jan. 29, 2011

Investments And Restricted Investments [Abstract]

Amortized Cost And Fair Value Of Available-For-Sale Securities

	Amortized		Unrealized		Unrealized
($000)	cost		gains		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

	Amortized		Unrealized		Unrealized
($000)	cost		gains		losses			Fair value		Short-term		Long-term
Corporate securities	$	7,465	$	634	$	(37	)	$	8,062	$	300	$	7,762
U.S. government and agency
securities		7,959		77		(5	)		8,031		2,366		5,665
Mortgage-backed securities		1,111		82		-			1,193		538		655
Total	$	16,535	$	793	$	(42	)	$	17,286	$	3,204	$	14,082

Investments And Restricted Investments

			Fair Value Measurements at Reporting Date
			Quoted
			prices in
			active		Significant
			markets for		other		Significant
			identical		observable		unobservable
	January 28,		assets		inputs		inputs
($000)	2012		(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 assets measured at fair value	$	11,911	$	4,200	$	7,711		$	-

			Fair Value Measurements at Reporting Date
			Quoted
			Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	January 29,		Assets		Inputs		Inputs
($000)	2011		(Level 1)		(Level 2)		(Level 3)
Corporate securities	$	8,062	$	-	$	8,062		$	-
U.S. government and agency securities		8,031		8,031		-			-
Mortgage-backed securities		1,193		-		1,193			-
Total assets measured at fair value	$	17,286	$	8,031	$	9,255		$	-

Maturities Of Investment Securities

	Investments				Restricted Investments
			Estimated				Estimated
($000)	Cost basis		fair value		Cost basis		fair value
Maturing in one year or less	$	639	$	658	$	-	$	-
Maturing after one year through five years		4,070		4,269		1,500		1,600
Maturing after five years through ten years		1,099		1,333		3,626		4,051
Total	$	5,808	$	6,260	$	5,126	$	5,651