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):
November 17, 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 November 17, 2016, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended October 29, 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	November 17, 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: November 17, 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,	 	Vice President, Investor Relations	 	
 	Chief Financial Officer	 	(925) 965-4668	 	
 	(925) 965-4503	 	connie.kao@ros.com	 	

ROSS STORES REPORTS THIRD QUARTER EARNINGS,
UPDATES FOURTH QUARTER GUIDANCE

Dublin, California, November 17, 2016 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the third quarter ended October 29, 2016 of $.62, a 17% increase on top of a robust 15% gain in the prior year. Net earnings grew to $245 million, up from $216 million last year. Sales for the 2016 third quarter rose 11% to $3.1 billion, with comparable store sales up 7% versus a 3% gain in the prior year.

For the first nine months of fiscal 2016, earnings per share were $2.06, up 11% on top of a 15% increase last year. Net earnings were $817 million, up from $757 million in the prior year. Sales for the first nine months of 2016 rose 8% to $9.4 billion, with comparable store sales up 4% on top of a 4% gain in 2015.

Barbara Rentler, Chief Executive Officer, commented, “We are very pleased with our better-than-expected sales and earnings growth in the third quarter as customers responded favorably to the compelling values we offered throughout our stores. Operating margin of 12.6% was ahead of plan, increasing 55 basis points mainly from higher merchandise margin.”

Ms. Rentler added, “During the third quarter and first nine months of fiscal 2016, we repurchased 2.8 million and 9.1 million shares of common stock, respectively, for an aggregate price of $179 million in the quarter and $530 million year-to-date. We remain on track 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.”

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Ms. Rentler continued, “As we enter this year’s holiday season, we face our most challenging multi-year sales comparisons. In addition, the ongoing uncertainty in the macro-economic, political, and retail environments could, once again, lead to a very promotional fourth quarter. While we hope to do better, given these potential headwinds, we are maintaining our comparable sales guidance for a 1% to 2% increase on top of 6% and 4% gains in 2014 and 2015, respectively. Earnings per share for the period are expected to be $.72 to $.75, up from $.66 in last year’s fourth quarter. Based on our year-to-date results and updated guidance, fiscal 2016 earnings per share are now forecasted to be $2.78 to $2.81, up 11% to 12% on top of a 14% gain last year.”

The Company will host a conference call on Thursday, November 17, 2016 at 4:15 p.m. Eastern time to provide additional details concerning its third 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 #8704502 until 8:00 p.m. Eastern time on November 25, 2016, as well as on the Company’s website.

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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-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.

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 1,342 locations in 36 states, the District of Columbia and Guam as of October 29, 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 193 dd’s DISCOUNTS ®  in 15 states as of October 29, 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	 	Nine Months Ended	
($000, except stores and per share data, unaudited)	 	 	October 29, 2016	
 	 	October 31, 2015	
 	 	October 29, 2016	
 	 	October 31, 2015	

Sales	 	 	$	3,086,687	
 	 	$	2,782,855	
 	 	$	9,356,599	
 	 	$	8,689,273	

Costs and Expenses	 	 	 	 	 	 	 	 	 	
 	Cost of goods sold	 	 	2,206,092	
 	 	2,003,347	
 	 	6,634,142	
 	 	6,190,282	
 	
 	Selling, general and administrative	 	 	490,171	
 	 	443,354	
 	 	1,396,606	
 	 	1,287,878	
 	
 	Interest expense, net	 	 	4,156	
 	 	4,427	
 	 	12,733	
 	 	8,082	
 	
 	 	Total costs and expenses	 	 	2,700,419	
 	 	2,451,128	
 	 	8,043,481	
 	 	7,486,242	

Earnings before taxes	 	 	386,268	
 	 	331,727	
 	 	1,313,118	
 	 	1,203,031	
 	
Provision for taxes on earnings	 	 	141,722	
 	 	116,071	
 	 	496,032	
 	 	446,531	
 	
Net earnings	 	 	$	244,546	
 	 	$	215,656	
 	 	$	817,086	
 	 	$	756,500	

Earnings per share	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	$	0.63	
 	 	$	0.54	
 	 	$	2.08	
 	 	$	1.87	
 	
 	Diluted	 	 	$	0.62	
 	 	$	0.53	
 	 	$	2.06	
 	 	$	1.85	

 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	390,870	
 	 	401,494	
 	 	393,412	
 	 	404,636	
 	
 	Diluted	 	 	393,372	
 	 	404,504	
 	 	396,056	
 	 	407,888	

 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.1350	
 	 	$	0.1175	
 	 	$	0.4050	
 	 	$	0.3525	

 	 	 	 	 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,535	
 	 	1,448	
 	 	1,535	
 	 	1,448	

 	 	 	 	 	 	 	 	 	 	 	 	

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Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	October 29, 2016	
 	 	October 31, 2015	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	878,811	
 	 	$	485,703	
 	
 	Short-term investments	 	803	
 	 	1,413	
 	
 	Accounts receivable	 	91,355	
 	 	81,324	
 	
 	Merchandise inventory	 	1,763,745	
 	 	1,700,834	
 	
 	Prepaid expenses and other	 	140,662	
 	 	156,130	
 	
 	 	Total current assets	 	2,875,376	
 	 	2,425,404	

Property and equipment, net	 	2,310,670	
 	 	2,307,665	
 	
Long-term investments	 	1,316	
 	 	2,190	
 	
Other long-term assets	 	162,525	
 	 	159,326	
 	
Total assets	 	$	5,349,887	
 	 	$	4,894,585	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	1,149,136	
 	 	$	1,053,013	
 	
 	Accrued expenses and other	 	439,570	
 	 	417,156	
 	
 	Accrued payroll and benefits	 	299,238	
 	 	279,310	
 	
 	 	Total current liabilities	 	1,887,944	
 	 	1,749,479	

Long-term debt	 	396,376	
 	 	395,909	
 	
Other long-term liabilities	 	293,997	
 	 	284,799	
 	
Deferred income taxes	 	122,048	
 	 	70,316	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,649,522	
 	 	2,394,082	
 	
Total liabilities and stockholders’ equity	 	$	5,349,887	
 	 	$	4,894,585	

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Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Nine Months Ended	
($000, unaudited)	 	October 29, 2016	
 	 	October 31, 2015	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	817,086	
 	 	$	756,500	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	224,136	
 	 	202,174	
 	
 	Stock-based compensation	 	56,489	
 	 	45,573	
 	
 	Deferred income taxes	 	(8,040	)	 	(3,414	)	
 	Tax benefit from equity issuance	 	24,558	
 	 	39,486	
 	
 	Excess tax benefit from stock-based compensation	 	(24,558	)	 	(39,406	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(344,641	)	 	(328,159	)	
 	 	Other current assets	 	(43,045	)	 	(57,271	)	
 	 	Accounts payable	 	213,168	
 	 	73,715	
 	
 	 	Other current liabilities	 	100,385	
 	 	65,802	
 	
 	 	Other long-term, net	 	13,690	
 	 	7,027	
 	
 	 	Net cash provided by operating activities	 	1,029,228	
 	 	762,027	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(220,442	)	 	(285,560	)	
Decrease (increase) in restricted cash and investments	 	3,496	
 	 	(91	)	
Purchases of investments	 	—	
 	 	(718	)	
Proceeds from investments	 	914	
 	 	603	
 	
 	 	Net cash used in investing activities	 	(216,032	)	 	(285,766	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	24,558	
 	 	39,406	
 	
Issuance of common stock related to stock plans	 	14,182	
 	 	15,647	
 	
Treasury stock purchased	 	(42,870	)	 	(67,083	)	
Repurchase of common stock	 	(530,303	)	 	(530,303	)	
Dividends paid	 	(161,554	)	 	(144,833	)	
 	 	Net cash used in financing activities	 	(695,987	)	 	(687,166	)	
 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	117,209	
 	 	(210,905	)	
 	 	 	 	 	 	 	
Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	761,602	
 	 	696,608	
 	
 	 	End of period	 	$	878,811	
 	 	$	485,703	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	13,271	
 	 	$	13,201	
 	
Income taxes paid	 	$	482,801	
 	 	$	465,548	

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