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):
August 18, 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 August 18, 2016, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended July 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	August 18, 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: August 18, 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 SECOND QUARTER EARNINGS,
ISSUES SECOND HALF 2016 GUIDANCE

Dublin, California, August 18, 2016 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the second quarter ended July 30, 2016 of $.71, a 13% increase on top of an 11% gain in the prior year. Net earnings for the current year period grew to $282 million, up from $259 million last year. Sales for the 2016 second quarter rose 7% to $3.181 billion, with comparable store sales up 4% on top of 4% growth in the prior year.

For the first six months of fiscal 2016, earnings per share were $1.44, up 9% on top of a 15% increase last year. Net earnings were $573 million, up from $541 million in the prior year. Sales for the first half of 2016 rose 6% to $6.270 billion, with comparable store sales up 3% versus a 5% gain in the same period last year.

Barbara Rentler, Chief Executive Officer, commented, “Both sales and earnings results in the second quarter were ahead of our forecast. Higher merchandise gross margin during the quarter drove a 50 basis point increase in operating margin to 14.4%, up from 13.9% in the same period last year.”

Ms. Rentler continued, “During the second quarter and first six months of fiscal 2016, we repurchased 3.1 million and 6.2 million shares of common stock, respectively, for an aggregate price of $176 million in the quarter and $352 million year-to-date. As planned, we expect to buy back a total of $700 million in common stock during fiscal 2016 to complete the two-year $1.4 billion authorization approved by our Board of Directors in February 2015.”

1

Looking ahead, Ms. Rentler said, “For the third quarter ending October 29, 2016, we are forecasting a same store sales gain of 1% to 2% on top of a 3% increase in the prior year, and earnings per share of $.52 to $.55, compared to $.53 in last year’s third quarter. For the fourth quarter ending January 28, 2017, we are also projecting same store sales to grow 1% to 2% versus a 4% increase last year, with earnings per share expected to be $.73 to $.76, up from $.66 in the 2015 fourth quarter. Based on our first half results and second half guidance, fiscal 2016 earnings per share are now planned to increase 7% to 10% to $2.69 to $2.75, on top of a 14% gain last year.”

The Company will host a conference call on Thursday, August 18, 2016 at 4:15 p.m. Eastern time to provide additional details concerning its second quarter results and management’s outlook for the remainder of the year. 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 #60158976 until 8:00 p.m. Eastern time on August 25, 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 Form 10-Q 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.

2

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 1,317 locations in 34 states, the District of Columbia and Guam as of July 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 184 dd’s DISCOUNTS ®  in 14 states as of July 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 .

* * * * *

3

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ross Stores, Inc.	
Condensed Consolidated Statements of Earnings	

 	 	 	 	 	Three Months Ended	 	Six Months Ended	
($000, except stores and per share data, unaudited)	 	 	July 30, 2016	
 	 	August 1, 2015	
 	 	July 30, 2016	
 	 	August 1, 2015	

Sales	 	 	$	3,180,917	
 	 	$	2,968,270	
 	 	$	6,269,912	
 	 	$	5,906,418	

Costs and Expenses	 	 	 	 	 	 	 	 	 	
 	Cost of goods sold	 	 	2,251,845	
 	 	2,119,480	
 	 	4,428,050	
 	 	4,186,935	
 	
 	Selling, general and administrative	 	 	469,511	
 	 	435,226	
 	 	906,435	
 	 	844,524	
 	
 	Interest expense, net	 	 	4,213	
 	 	1,652	
 	 	8,577	
 	 	3,655	
 	
 	 	Total costs and expenses	 	 	2,725,569	
 	 	2,556,358	
 	 	5,343,062	
 	 	5,035,114	

Earnings before taxes	 	 	455,348	
 	 	411,912	
 	 	926,850	
 	 	871,304	
 	
Provision for taxes on earnings	 	 	173,442	
 	 	153,273	
 	 	354,310	
 	 	330,460	
 	
Net earnings	 	 	$	281,906	
 	 	$	258,639	
 	 	$	572,540	
 	 	$	540,844	

Earnings per share	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	$	0.72	
 	 	$	0.64	
 	 	$	1.45	
 	 	$	1.33	
 	
 	Diluted	 	 	$	0.71	
 	 	$	0.63	
 	 	$	1.44	
 	 	$	1.32	

 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	393,568	
 	 	404,760	
 	 	394,684	
 	 	406,211	
 	
 	Diluted	 	 	395,930	
 	 	407,693	
 	 	397,381	
 	 	409,562	

 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.1350	
 	 	$	0.1175	
 	 	$	0.2700	
 	 	$	0.2350	

 	 	 	 	 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,501	
 	 	1,424	
 	 	1,501	
 	 	1,424	

 	 	 	 	 	 	 	 	 	 	 	 	

4

 	
 	 	 	 	 	 	 	 	 	 	 	
Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	July 30, 2016	
 	 	August 1, 2015	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	927,718	
 	 	$	630,288	
 	
 	Short-term investments	 	1,213	
 	 	999	
 	
 	Accounts receivable	 	97,139	
 	 	88,443	
 	
 	Merchandise inventory	 	1,560,209	
 	 	1,509,752	
 	
 	Prepaid expenses and other	 	127,401	
 	 	129,819	
 	
 	 	Total current assets	 	2,713,680	
 	 	2,359,301	

Property and equipment, net	 	2,310,481	
 	 	2,289,478	
 	
Long-term investments	 	1,325	
 	 	2,613	
 	
Other long-term assets	 	168,748	
 	 	162,180	
 	
Total assets	 	$	5,194,234	
 	 	$	4,813,572	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	1,125,836	
 	 	$	1,044,875	
 	
 	Accrued expenses and other	 	397,150	
 	 	405,629	
 	
 	Accrued payroll and benefits	 	228,195	
 	 	225,153	
 	
 	 	Total current liabilities	 	1,751,181	
 	 	1,675,657	

Long-term debt	 	396,259	
 	 	395,793	
 	
Other long-term liabilities	 	296,867	
 	 	287,406	
 	
Deferred income taxes	 	135,597	
 	 	68,202	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,614,330	
 	 	2,386,514	
 	
Total liabilities and stockholders’ equity	 	$	5,194,234	
 	 	$	4,813,572	

5

 	
 	 	 	 	 	 	 	 	 	 	 	
Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Six Months Ended	
($000, unaudited)	 	July 30, 2016	
 	 	August 1, 2015	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	572,540	
 	 	$	540,844	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	148,630	
 	 	128,729	
 	
 	Stock-based compensation	 	36,206	
 	 	29,881	
 	
 	Deferred income taxes	 	5,509	
 	 	(5,528	)	
 	Tax benefit from equity issuance	 	22,682	
 	 	37,431	
 	
 	Excess tax benefit from stock-based compensation	 	(22,682	)	 	(37,352	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(141,105	)	 	(137,077	)	
 	 	Other current assets	 	(34,773	)	 	(38,097	)	
 	 	Accounts payable	 	192,610	
 	 	64,802	
 	
 	 	Other current liabilities	 	(13,108	)	 	111	
 	
 	 	Other long-term, net	 	13,045	
 	 	6,627	
 	
 	 	Net cash provided by operating activities	 	779,554	
 	 	590,371	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(147,426	)	 	(193,108	)	
Increase in restricted cash and investments	 	(143	)	 	(73	)	
Purchases of investments	 	—	
 	 	(718	)	
Proceeds from investments	 	514	
 	 	602	
 	
 	 	Net cash used in investing activities	 	(147,055	)	 	(193,297	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	22,682	
 	 	37,352	
 	
Issuance of common stock related to stock plans	 	9,862	
 	 	11,312	
 	
Treasury stock purchased	 	(39,328	)	 	(63,601	)	
Repurchase of common stock	 	(351,515	)	 	(351,515	)	
Dividends paid	 	(108,084	)	 	(96,942	)	
 	 	Net cash used in financing activities	 	(466,383	)	 	(463,394	)	
 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	166,116	
 	 	(66,320	)	
 	 	 	 	 	 	 	
Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	761,602	
 	 	696,608	
 	
 	 	End of period	 	$	927,718	
 	 	$	630,288	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	9,053	
 	 	$	8,982	
 	
Income taxes paid	 	$	313,142	
 	 	$	322,294	

6