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):
February 28, 2017

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 February 28, 2017, the Company issued a press release regarding the Company’s financial results for its fiscal quarter and fiscal year ended January 28, 2017. 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	February 28, 2017 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: February 28, 2017

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 FOURTH QUARTER
AND FISCAL 2016 RESULTS

ANNOUNCES NEW TWO-YEAR $1.75 BILLION STOCK REPURCHASE PROGRAM
AND 19% INCREASE IN QUARTERLY CASH DIVIDEND

ALSO PROVIDES FIRST QUARTER AND FISCAL 2017 GUIDANCE

Dublin, California, February 28, 2017 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the fourth quarter ended January 28, 2017 of $.77, up 17% from the prior year, on net earnings that rose 14% to $301 million. Sales for the fiscal 2016 fourth quarter grew 8% to $3.5 billion, with comparable store sales up 4% versus a 4% gain last year.

For the fiscal year, earnings per share rose 13% to $2.83, while net earnings increased 10% to $1.1 billion. Sales for the 2016 fiscal year grew 8% to $12.9 billion, with comparable store sales up 4% on top of a 4% increase in 2015.

Barbara Rentler, Chief Executive Officer, commented, “We are very pleased with our better-than-expected sales and earnings results for the fourth quarter and fiscal year, especially given our strong multi-year comparisons and the highly competitive and promotional holiday season. Our results continued to benefit from our ability to offer customers great values on a wide assortment of gifts and fashions for the family and the home.”

Ms. Rentler continued, “Fourth quarter operating margin grew 90 basis points to 13.6% up from 12.7% in the prior year. This improvement was mainly driven by our above-plan sales along with a favorable comparison of packaway-related costs versus last year’s fourth quarter. For the 2016 fiscal year, operating margin increased 40 basis points to a new record of 14.0%.”

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New Two-Year $1.75 Billion Stock Repurchase Program and 19% Increase in Quarterly Cash Dividend

The Company’s Board of Directors authorized a new program to repurchase $1.75 billion of its common stock over the next two fiscal years. At recent stock prices, this new repurchase program represents about 6% of the Company’s total market value and a 25% increase over the prior two-year $1.4 billion authorization that was completed in January 2017.

The Board also approved an increase in the quarterly cash dividend to $.16 per share, up 19% on top of a 15% increase in the prior year. This higher quarterly dividend is payable on March 31, 2017 to stockholders of record as of March 10, 2017.

In commenting on these actions, Ms. Rentler said, “Our larger two-year $1.75 billion stock repurchase authorization and increase in the quarterly cash dividend demonstrate our ongoing confidence in the Company’s ability to generate significant amounts of cash after funding our growth and the other capital needs of our business. We have repurchased stock as planned every year since 1993 and also raised our cash dividend annually since 1994. This consistent record also reflects our unwavering commitment to enhancing stockholder value and returns.”

A total of 11.6 million shares of common stock were repurchased during fiscal 2016, for an aggregate purchase price of $700 million. During the fourth quarter, the Company repurchased 2.6 million shares for a total price of $170 million.

Fiscal 2017 Guidance

Looking ahead, Ms. Rentler said, “There continues to be uncertainty in the political, macro-economic, and retail climates, and we also face our own challenging sales and earnings comparisons. Thus, while we hope to do better, we believe it is prudent to remain somewhat cautious in planning our business for the 2017 fiscal year.”

For the 52 weeks ending January 27, 2018, the Company is forecasting same store sales to grow 1% to 2% compared to 4% last year. For the 53 weeks ending February 3, 2018, earnings per share are projected to be $3.02 to $3.15, up 7% to 11% from $2.83 in fiscal 2016. Incorporated in this guidance range is an estimated benefit to earnings per share of approximately $.08 from the 53 rd  week in fiscal 2017.

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For the first quarter ending April 29, 2017, comparable store sales are forecast to be up 1% to 2% with earnings per share projected to be $.76 to $.79, up from $.73 in the first quarter of 2016.

The Company will host a conference call on Tuesday, February 28, 2017 at 4:15 p.m. Eastern time to provide additional details concerning its fourth quarter and fiscal year 2016 results, and management’s outlook and guidance for fiscal 2017. 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 #55318917 until 8:00 p.m. Eastern time on March 7, 2017, 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 information or 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 could harm our reputation, result in lost sales, and increase our costs; our ability to effectively manage our inventories, markdowns, and inventory shortage to achieve planned gross margin; changes in U.S. tax or tariff policy regarding apparel and other home-related merchandise produced in other countries that could adversely affect our business; 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, offices, 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; effectively advertising and marketing our brands; issues from selling and importing merchandise produced in 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-Qs 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 2016 revenues of $12.9 billion. The Company operates Ross Dress for Less ®  (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,340 locations in 36 states, the District of Columbia and Guam at fiscal 2016 year end. 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 193 dd’s DISCOUNTS ®  in 15 states at the end of fiscal 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	 	Twelve Months Ended	
($000, except stores and per share data, unaudited)	 	 	January 28, 2017	
 	 	January 30, 2016	
 	 	January 28, 2017	
 	 	January 30, 2016	

Sales	 	 	$	3,510,158	
 	 	$	3,250,726	
 	 	$	12,866,757	
 	 	$	11,939,999	

Costs and Expenses	 	 	 	 	 	 	 	 	 	
 	Cost of goods sold	 	 	2,539,563	
 	 	2,386,591	
 	 	9,173,705	
 	 	8,576,873	
 	
 	Selling, general and administrative	 	 	493,802	
 	 	450,877	
 	 	1,890,408	
 	 	1,738,755	
 	
 	Interest expense, net	 	 	3,755	
 	 	4,530	
 	 	16,488	
 	 	12,612	
 	
 	 	Total costs and expenses	 	 	3,037,120	
 	 	2,841,998	
 	 	11,080,601	
 	 	10,328,240	

Earnings before taxes	 	 	473,038	
 	 	408,728	
 	 	1,786,156	
 	 	1,611,759	
 	
Provision for taxes on earnings	 	 	172,470	
 	 	144,567	
 	 	668,502	
 	 	591,098	
 	
Net earnings	 	 	$	300,568	
 	 	$	264,161	
 	 	$	1,117,654	
 	 	$	1,020,661	

Earnings per share	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	$	0.77	
 	 	$	0.66	
 	 	$	2.85	
 	 	$	2.53	
 	
 	Diluted	 	 	$	0.77	
 	 	$	0.66	
 	 	$	2.83	
 	 	$	2.51	

 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	388,258	
 	 	398,229	
 	 	392,124	
 	 	403,034	
 	
 	Diluted	 	 	391,139	
 	 	401,619	
 	 	394,958	
 	 	406,405	

 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.1350	
 	 	$	0.1175	
 	 	$	0.5400	
 	 	$	0.4700	

 	 	 	 	 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,533	
 	 	1,446	
 	 	1,533	
 	 	1,446	

 	 	 	 	 	 	 	 	 	 	 	 	

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Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	January 28, 2017	
 	 	January 30, 2016	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	1,111,599	
 	 	$	761,602	
 	
 	Short-term investments	 	—	
 	 	1,737	
 	
 	Accounts receivable	 	75,154	
 	 	73,627	
 	
 	Merchandise inventory	 	1,512,886	
 	 	1,419,104	
 	
 	Prepaid expenses and other	 	113,410	
 	 	116,125	
 	
 	 	Total current assets	 	2,813,049	
 	 	2,372,195	

Property and equipment, net	 	2,328,048	
 	 	2,342,906	
 	
Long-term investments	 	1,288	
 	 	1,331	
 	
Other long-term assets	 	166,966	
 	 	152,687	
 	
Total assets	 	$	5,309,351	
 	 	$	4,869,119	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	1,021,735	
 	 	$	945,559	
 	
 	Accrued expenses and other	 	398,126	
 	 	376,522	
 	
 	Accrued payroll and benefits	 	316,492	
 	 	280,766	
 	
 	Income taxes payable	 	16,153	
 	 	—	
 	
 	 	Total current liabilities	 	1,752,506	
 	 	1,602,847	

Long-term debt	 	396,493	
 	 	396,025	
 	
Other long-term liabilities	 	290,950	
 	 	268,168	
 	
Deferred income taxes	 	121,385	
 	 	130,088	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,748,017	
 	 	2,471,991	
 	
Total liabilities and stockholders’ equity	 	$	5,309,351	
 	 	$	4,869,119	

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Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Twelve Months Ended	
($000, unaudited)	 	January 28, 2017	
 	 	January 30, 2016	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	1,117,654	
 	 	$	1,020,661	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	302,515	
 	 	274,828	
 	
 	Stock-based compensation	 	74,554	
 	 	70,937	
 	
 	Deferred income taxes	 	(8,703	)	 	56,358	
 	
 	Tax benefit from equity issuance	 	23,331	
 	 	42,382	
 	
 	Excess tax benefit from stock-based compensation	 	(23,331	)	 	(42,302	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(93,782	)	 	(46,429	)	
 	 	Other current assets	 	(928	)	 	(13,496	)	
 	 	Accounts payable	 	83,085	
 	 	(41,464	)	
 	 	Other current liabilities	 	76,676	
 	 	7,796	
 	
 	 	Other long-term, net	 	7,780	
 	 	(3,019	)	
 	 	Net cash provided by operating activities	 	1,558,851	
 	 	1,326,252	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(297,880	)	 	(366,960	)	
Decrease in restricted cash and investments	 	3,388	
 	 	4,065	
 	
Purchases of investments	 	—	
 	 	(718	)	
Proceeds from investments	 	1,729	
 	 	1,104	
 	
 	 	Net cash used in investing activities	 	(292,763	)	 	(362,509	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	23,331	
 	 	42,302	
 	
Issuance of common stock related to stock plans	 	18,539	
 	 	20,186	
 	
Treasury stock purchased	 	(43,321	)	 	(68,925	)	
Repurchase of common stock	 	(700,000	)	 	(700,000	)	
Dividends paid	 	(214,640	)	 	(192,312	)	
 	 	Net cash used in financing activities	 	(916,091	)	 	(898,749	)	
 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	349,997	
 	 	64,994	

Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	761,602	
 	 	696,608	
 	
 	 	End of period	 	$	1,111,599	
 	 	$	761,602	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	18,105	
 	 	$	18,035	
 	
Income taxes paid	 	$	628,441	
 	 	$	523,597	

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