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):
March 1, 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 March 1, 2016, the Company issued a press release regarding the Company’s financial results for its fiscal quarter and fiscal year ended January 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	March 1, 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: March 1, 2016

ROSS STORES, INC.
Registrant

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

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Exhibit 99.1
______________________________________________________________________

FOR IMMEDIATE RELEASE

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

ROSS STORES REPORTS FOURTH QUARTER
AND FISCAL 2015 RESULTS

ANNOUNCES 15% INCREASE IN QUARTERLY CASH DIVIDEND,
AND PROVIDES FIRST QUARTER AND FISCAL 2016 GUIDANCE

Dublin, California, March 1, 2016 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the fourth quarter ended January 30, 2016 of $.66, up 10% from the prior year, on net earnings that rose 6% to $264 million. Sales for the fiscal 2015 fourth quarter grew 7% to $3.251 billion, with comparable store sales up 4% versus a 6% gain last year.

For the fiscal year, earnings per share rose 14% to $2.51 on top of strong multi-year increases, while net earnings increased 10% to $1.021 billion. Sales for the 2015 fiscal year grew 8% to $11.940 billion, with comparable store sales up 4%.

Barbara Rentler, Chief Executive Officer, commented, “We are pleased with our sales and earnings results for the fourth quarter, which exceeded our expectations despite the highly promotional holiday selling environment and our most challenging sales comparisons from the prior year. These results were driven by the competitive values we offered on a wide assortment of name brand bargains and gifts throughout our stores.”

Ms. Rentler continued, “Fourth quarter operating margin was 12.7% compared to 13.1% in the prior year, as higher merchandise margin and tight expense control were more than offset by the timing of packaway-related costs. For the 2015 fiscal year however, operating margin rose 10 basis points to a record 13.6%.”

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Update on Stock Repurchase Program
    
A total of 13.7 million shares of common stock were repurchased during fiscal 2015, for an aggregate purchase price of $700 million under the two-year $1.4 billion program announced in February 2015. We expect to complete the $700 million remaining under this authorization in fiscal 2016.

Declaration of Higher Quarterly Cash Dividend

The Company’s Board of Directors also recently approved an increase in the quarterly cash dividend to $.135 per share, up 15% on top of an 18% increase last year. This higher quarterly dividend will be payable on March 31, 2016 to stockholders of record as of March 14, 2016.

Ms. Rentler noted, “The continued growth of our shareholder payouts reflects 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 raised our cash dividend annually since its inception in 1994. This consistent record reflects our unwavering commitment to enhancing stockholder value and returns.”

Fiscal 2016 Guidance

Looking ahead, Ms. Rentler said, “As we enter 2016, we continue to face our own challenging multi-year comparisons in an increasingly uncertain and volatile macro-economic and retail environment. As a result, while we hope to do better, we believe it is prudent to maintain a somewhat cautious outlook when forecasting sales and earnings for the coming year.”

For the 52-week fiscal year ending January 28, 2017, the Company is projecting same store sales to grow 1% to 2% and earnings per share of $2.59 to $2.71, up 3% to 8% from $2.51 in fiscal 2015. For the first quarter ending April 30, 2016, comparable store sales are forecast to be up 1% to 2% with earnings per share projected to be flat to up 4% to $.69 to $.72. This compares to EPS of $.69 in the first quarter of 2015, the strongest period last year, when comparable sales rose 5% and EPS grew 19%.

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The Company will host a conference call on Tuesday, March 1, 2016 at 4:15 p.m. Eastern time to provide additional details concerning its fourth quarter and fiscal year 2015 results, and management’s outlook and guidance for 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 #45221632 until 8:00 p.m. Eastern time on March 8, 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 2014, Form 10-Qs and 8-Ks for fiscal 2015.  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 1,274 locations in 34 states, the District of Columbia and Guam at fiscal 2015 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 172 dd’s DISCOUNTS ®  in 15 states at the end of fiscal 2015 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 30, 2016	
 	 	January 31, 2015	
 	 	January 30, 2016	
 	 	January 31, 2015	

Sales	 	 	$	3,250,726	
 	 	$	3,032,698	
 	 	$	11,939,999	
 	 	$	11,041,677	

Costs and Expenses	 	 	 	 	 	 	 	 	 	
 	Cost of goods sold	 	 	2,386,591	
 	 	2,203,570	
 	 	8,576,873	
 	 	7,937,956	
 	
 	Selling, general and administrative	 	 	450,877	
 	 	430,342	
 	 	1,738,755	
 	 	1,615,371	
 	
 	Interest expense, net	 	 	4,530	
 	 	2,406	
 	 	12,612	
 	 	2,984	
 	
 	 	Total costs and expenses	 	 	2,841,998	
 	 	2,636,318	
 	 	10,328,240	
 	 	9,556,311	

Earnings before taxes	 	 	408,728	
 	 	396,380	
 	 	1,611,759	
 	 	1,485,366	
 	
Provision for taxes on earnings	 	 	144,567	
 	 	147,850	
 	 	591,098	
 	 	560,642	
 	
Net earnings	 	 	$	264,161	
 	 	$	248,530	
 	 	$	1,020,661	
 	 	$	924,724	

Earnings per share(1)	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	$	0.66	
 	 	$	0.61	
 	 	$	2.53	
 	 	$	2.24	
 	
 	Diluted	 	 	$	0.66	
 	 	$	0.60	
 	 	$	2.51	
 	 	$	2.21	

 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000) (1)	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	398,229	
 	 	409,113	
 	 	403,034	
 	 	413,553	
 	
 	Diluted	 	 	401,619	
 	 	413,461	
 	 	406,405	
 	 	418,077	

 	 	 	 	 	 	 	 	 	 	 	 	
Dividends(1)	 	 	 	 	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.1175	
 	 	$	0.1000	
 	 	$	0.4700	
 	 	$	0.4000	

 	 	 	 	 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,446	
 	 	1,362	
 	 	1,446	
 	 	1,362	

 	 	 	 	 	 	 	 	 	 	 	 	
(1) All share and per share amounts have been adjusted for the two-for-one stock split effective June 11, 2015.	

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Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	January 30, 2016	
 	 	January 31, 2015	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	761,602	
 	 	$	696,608	
 	
 	Short-term investments	 	1,737	
 	 	500	
 	
 	Accounts receivable	 	73,627	
 	 	73,278	
 	
 	Merchandise inventory	 	1,419,104	
 	 	1,372,675	
 	
 	Prepaid expenses and other	 	116,125	
 	 	106,778	
 	
 	 	Total current assets	 	2,372,195	
 	 	2,249,839	

Property and equipment, net	 	2,342,906	
 	 	2,273,752	
 	
Long-term investments	 	1,331	
 	 	3,110	
 	
Other long-term assets	 	152,687	
 	 	160,669	
 	
Total assets	 	$	4,869,119	
 	 	$	4,687,370	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	945,559	
 	 	$	1,000,700	
 	
 	Accrued expenses and other	 	376,522	
 	 	385,325	
 	
 	Accrued payroll and benefits	 	280,766	
 	 	256,141	
 	
 	Income taxes payable	 	—	
 	 	17,202	
 	
 	 	Total current liabilities	 	1,602,847	
 	 	1,659,368	

Long-term debt	 	396,025	
 	 	395,562	
 	
Other long-term liabilities	 	268,168	
 	 	279,500	
 	
Deferred income taxes	 	130,088	
 	 	73,730	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,471,991	
 	 	2,279,210	
 	
Total liabilities and stockholders’ equity	 	$	4,869,119	
 	 	$	4,687,370	

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Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Twelve Months Ended	
($000, unaudited)	 	January 30, 2016	
 	 	January 31, 2015	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	1,020,661	
 	 	$	924,724	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	274,828	
 	 	232,959	
 	
 	Stock-based compensation	 	70,937	
 	 	53,001	
 	
 	Deferred income taxes	 	56,358	
 	 	25,086	
 	
 	Tax benefit from equity issuance	 	42,382	
 	 	29,759	
 	
 	Excess tax benefit from stock-based compensation	 	(42,302	)	 	(29,415	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(46,429	)	 	(115,520	)	
 	 	Other current assets	 	(13,496	)	 	(16,410	)	
 	 	Accounts payable	 	(41,464	)	 	204,158	
 	
 	 	Other current liabilities	 	7,796	
 	 	69,568	
 	
 	 	Other long-term, net	 	(3,019	)	 	(5,045	)	
 	 	Net cash provided by operating activities	 	1,326,252	
 	 	1,372,865	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(366,960	)	 	(646,691	)	
Decrease (increase) in restricted cash and investments	 	4,065	
 	 	(4,329	)	
Purchases of investments	 	(718	)	 	—	
 	
Proceeds from investments	 	1,104	
 	 	12,021	
 	
 	 	Net cash used in investing activities	 	(362,509	)	 	(638,999	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	42,302	
 	 	29,415	
 	
Net proceeds from issuance of long-term debt	 	—	
 	 	245,676	
 	
Issuance of common stock related to stock plans	 	20,186	
 	 	21,978	
 	
Treasury stock purchased	 	(68,925	)	 	(39,041	)	
Repurchase of common stock	 	(700,000	)	 	(550,000	)	
Dividends paid	 	(192,312	)	 	(168,454	)	
 	 	Net cash used in financing activities	 	(898,749	)	 	(460,426	)	
 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	64,994	
 	 	273,440	

Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	696,608	
 	 	423,168	
 	
 	 	End of period	 	$	761,602	
 	 	$	696,608	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	18,035	
 	 	$	9,668	
 	
Income taxes paid	 	$	523,597	
 	 	$	510,145	

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