UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):
May 19, 2016

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)

 	 	 	 	 	
Delaware	 	0-14678 	 	94-1390387	
(State or other jurisdiction of incorporation)	 	(Commission File No.)	 	(I.R.S. Employer Identification No.)	

5130 Hacienda Drive, Dublin, California 94568
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(925) 965-4400
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.
On May 19, 2016, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended April 30, 2016. The full text of the Company’s press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c)    Exhibits.

Exhibit
 No.
	 
Description
	
99.1	May 19, 2016 Press Release by Ross Stores, Inc.*	

*Pursuant to Item 2.02 of Form 8-K, Exhibit 99.1 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, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 19, 2016

ROSS STORES, INC.
Registrant

By: /s/Michael J. Hartshorn    
Michael Hartshorn
Group Senior Vice President, Chief Financial Officer
and Principal Accounting Officer

Exhibit 99.1
______________________________________________________________________

FOR IMMEDIATE RELEASE

Contact:	Michael Hartshorn	 	Connie Kao	 	
 	Group Senior Vice President,	 	Vice President, Investor Relations	 	
 	Chief Financial Officer	 	(925) 965-4668	 	
 	(925) 965-4503	 	connie.kao@ros.com	 	

ROSS STORES REPORTS FIRST QUARTER EARNINGS,
ISSUES SECOND QUARTER 2016 GUIDANCE

Dublin, California, May 19, 2016 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended April 30, 2016 of $.73, for a 6% gain on top of a robust 19% increase in the prior year period. Net earnings for the 2016 first quarter were $291 million, up from $282 million last year. Sales increased 5% to $3.089 billion, with comparable store sales up 2% on top of a strong 5% gain in the first quarter of 2015.

Barbara Rentler, Chief Executive Officer, commented, “Even though we faced our strongest prior year comparisons, sales performed at the high end of guidance, while earnings per share were slightly above our targeted range. Operating margin for the period of 15.4% was down from last year, but slightly above plan, mainly due to higher merchandise margins that partially offset the expected impact from the unfavorable timing of packaway-related costs.”

Ms. Rentler said, “During the first quarter of fiscal 2016, we repurchased 3.1 million shares of common stock for an aggregate price of $176 million. This keeps us on track to buy back a total of $700 million in common stock during fiscal 2016, which would complete the two-year $1.4 billion authorization approved by our Board of Directors in February 2015.”

    Looking ahead, Ms. Rentler commented, “We continue to forecast same store sales for the second quarter ending July 30, 2016 to be up 1% to 2%, on top of a 4% gain last year, with earnings per share of $.64 to $.67, up from $.63 in the prior year period. Based on our first quarter results and guidance for the second quarter, we now project earnings per share for fiscal 2016 to be in the range of $2.63 to $2.72, compared to $2.51 last year.”

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The Company will host a conference call on Thursday, May 19, 2016 at 4:15 p.m. Eastern time to provide additional details concerning its first quarter results and management’s outlook and guidance for the second quarter of fiscal 2016. A real-time audio webcast of the conference call will be available in the Investors section of the Company’s website, located at  www.rossstores.com . An audio playback will be available at 404-537-3406, PIN #2995802 until 8:00 p.m. Eastern time on May 26, 2016, as well as on the Company’s website.

Forward-Looking Statements:  This press release contains forward-looking statements regarding expected sales, earnings levels and other financial results in future periods that are subject to risks and uncertainties which could cause our actual results to differ materially from management’s current expectations. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “looking ahead” and similar expressions identify forward-looking statements. Risk factors for Ross Dress for Less ®  (“Ross”) and dd’s DISCOUNTS ®  include without limitation, competitive pressures in the apparel or home-related merchandise retailing industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise; market availability, quantity, and quality of attractive brand name merchandise at desirable discounts and our buyers’ ability to purchase merchandise that enables us to offer customers a wide assortment of merchandise at competitive prices; impacts from the macro-economic environment, financial and credit markets, and geopolitical conditions that affect consumer confidence and consumer disposable income; our ability to continually attract, train and retain associates to execute our off-price strategies; unseasonable weather trends; potential data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could result in theft or unauthorized disclosure of customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business - such breaches of our data security, or our failure or delay in detecting and mitigating a loss of personal or business information, could result in damage to our reputation, loss of customer confidence, violation (or alleged violation) of applicable laws, and could expose us to civil claims, litigation and regulatory action, and to unanticipated costs and disruption of our operations; potential disruptions in our supply chain or information systems; issues involving the quality, safety, or authenticity of products we sell; our ability to effectively manage our inventories, markdowns, and inventory shortage to achieve planned gross margin; volatility in revenues and earnings; an adverse outcome in various legal, regulatory, or tax matters; natural or man-made disaster in California or in another region where we have a concentration of stores or a distribution center; increase in our labor costs; unexpected issues or costs from expanding in existing markets and entering new geographic markets; obtaining acceptable new store sites with favorable demographics; damage to our corporate reputation or brands; issues from importing merchandise from other countries; and maintaining sufficient liquidity to support our continuing operations, new store and distribution center growth plans, and stock repurchase and dividend programs. Other risk factors are set forth in our SEC filings including without limitation, the Form 10-K for fiscal 2015 and 8-Ks for fiscal 2016.  The factors underlying our forecasts are dynamic and subject to change.  As a result, our forecasts speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time.  We do not undertake to update or revise these forward-looking statements.

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Ross Stores, Inc. is an S&P 500, Fortune 500 and Nasdaq 100 (ROST) company headquartered in Dublin, California, with fiscal 2015 revenues of $11.9 billion. The Company operates Ross Dress for Less ®  (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,295 locations in 34 states, the District of Columbia and Guam as of April 30, 2016. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day. The Company also operates 178 dd’s DISCOUNTS ®  in 15 states as of April 30, 2016 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 savings of 20% to 70% off moderate department and discount store regular prices every day. Additional information is available at  www.rossstores.com .

* * * * *

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Ross Stores, Inc.	
Condensed Consolidated Statements of Earnings	

 	 	 	 	 	Three Months Ended	
($000, except stores and per share data, unaudited)	 	 	April 30, 2016	
 	 	May 2, 2015	

Sales	 	 	$	3,088,995	
 	 	$	2,938,148	

Costs and Expenses	 	 	 	 	 	
 	Cost of goods sold	 	 	2,176,205	
 	 	2,067,455	
 	
 	Selling, general and administrative	 	 	436,924	
 	 	409,298	
 	
 	Interest expense, net	 	 	4,364	
 	 	2,003	
 	
 	 	Total costs and expenses	 	 	2,617,493	
 	 	2,478,756	

Earnings before taxes	 	 	471,502	
 	 	459,392	
 	
Provision for taxes on earnings	 	 	180,868	
 	 	177,187	
 	
Net earnings	 	 	$	290,634	
 	 	$	282,205	

Earnings per share	 	 	 	 	 	
 	Basic	 	 	$	0.73	
 	 	$	0.69	
 	
 	Diluted	 	 	$	0.73	
 	 	$	0.69	

 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	
 	Basic	 	 	395,799	
 	 	407,653	
 	
 	Diluted	 	 	398,812	
 	 	411,386	

 	 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.1350	
 	 	$	0.1175	

 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,473	
 	 	1,399	

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Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	April 30, 2016	
 	 	May 2, 2015	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	910,025	
 	 	$	761,356	
 	
 	Short-term investments	 	1,727	
 	 	500	
 	
 	Accounts receivable	 	96,244	
 	 	88,258	
 	
 	Merchandise inventory	 	1,498,449	
 	 	1,504,281	
 	
 	Prepaid expenses and other	 	122,678	
 	 	119,381	
 	
 	 	Total current assets	 	2,629,123	
 	 	2,473,776	

Property and equipment, net	 	2,318,456	
 	 	2,276,747	
 	
Long-term investments	 	1,333	
 	 	3,141	
 	
Other long-term assets	 	165,265	
 	 	169,795	
 	
Total assets	 	$	5,114,177	
 	 	$	4,923,459	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	1,056,257	
 	 	$	1,128,808	
 	
 	Accrued expenses and other	 	382,107	
 	 	389,804	
 	
 	Accrued payroll and benefits	 	201,830	
 	 	198,081	
 	
 	Income taxes payable	 	110,702	
 	 	108,314	
 	
 	 	Total current liabilities	 	1,750,896	
 	 	1,825,007	

Long-term debt	 	396,142	
 	 	395,677	
 	
Other long-term liabilities	 	286,897	
 	 	296,490	
 	
Deferred income taxes	 	140,801	
 	 	72,786	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,539,441	
 	 	2,333,499	
 	
Total liabilities and stockholders’ equity	 	$	5,114,177	
 	 	$	4,923,459	

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Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Three Months Ended	
($000, unaudited)	 	April 30, 2016	
 	 	May 2, 2015	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	290,634	
 	 	$	282,205	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	73,878	
 	 	63,316	
 	
 	Stock-based compensation	 	17,716	
 	 	14,288	
 	
 	Deferred income taxes	 	10,713	
 	 	(944	)	
 	Tax benefit from equity issuance	 	20,538	
 	 	37,320	
 	
 	Excess tax benefit from stock-based compensation	 	(20,538	)	 	(37,255	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(79,345	)	 	(131,606	)	
 	 	Other current assets	 	(29,150	)	 	(27,539	)	
 	 	Accounts payable	 	123,886	
 	 	143,038	
 	
 	 	Other current liabilities	 	54,415	
 	 	63,217	
 	
 	 	Other long-term, net	 	6,333	
 	 	7,948	
 	
 	 	Net cash provided by operating activities	 	469,080	
 	 	413,988	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(79,724	)	 	(106,928	)	
Increase in restricted cash and investments	 	(44	)	 	(9	)	
Purchases of investments	 	—	
 	 	(718	)	
Proceeds from investments	 	—	
 	 	601	
 	
 	 	Net cash used in investing activities	 	(79,768	)	 	(107,054	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	20,538	
 	 	37,255	
 	
Issuance of common stock related to stock plans	 	5,500	
 	 	7,036	
 	
Treasury stock purchased	 	(36,933	)	 	(61,977	)	
Repurchase of common stock	 	(175,758	)	 	(175,757	)	
Dividends paid	 	(54,236	)	 	(48,743	)	
 	 	Net cash used in financing activities	 	(240,889	)	 	(242,186	)	
 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	148,423	
 	 	64,748	

Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	761,602	
 	 	696,608	
 	
 	 	End of period	 	$	910,025	
 	 	$	761,356	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	4,219	
 	 	$	4,148	
 	
Income taxes paid	 	$	26,763	
 	 	$	43,302	

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