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 19, 2009

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

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

4440 Rosewood Drive, Pleasanton, California, 94588-3050
(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))

 

 

ROSS STORES, INC. 4440 Rosewood Drive, Pleasanton, CA 94588-3050 (925) 965-4400


Item 2.02 Results of Operations and Financial Condition.

On March 19, 2009, the Company issued a press release regarding the Company’s financial results for its fiscal quarter and fiscal year ended January 31, 2009. 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 19, 2009 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 19, 2009

ROSS STORES, INC. 
Registrant 
 
 
By:  /s/ J. Call 
  John G. Call 
  Senior Vice President, Chief Financial Officer and Principal 
  Accounting Officer 

2


Exhibit 99.1

 
 
FOR IMMEDIATE RELEASE
 
Contact:  John G. Call  Bobbi Chaville 
  Senior Vice President,  Senior Director, Investor Relations 
  Chief Financial Officer  Phone: (925) 965-4289 
  Phone: (925) 965-4315  Email: bobbi.chaville@ros.com 

ROSS STORES REPORTS RECORD FOURTH QUARTER
AND FISCAL YEAR 2008 EARNINGS

     Pleasanton, California, March 19, 2009 - -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended January 31, 2009 of $.76, up 9% from $.70 for the 13 weeks ended February 2, 2008. Net earnings for the 13 weeks ended January 31, 2009 grew to a record $97.4 million, up from $94.5 million for the 13 weeks ended February 2, 2008. Sales for the 13 weeks ended January 31, 2009 increased 5% to $1.734 billion compared to $1.652 billion for the 13 weeks ended February 2, 2008. Comparable store sales for the 13 weeks ended January 31, 2009 declined 1% compared to a 2% gain for the 13 weeks ended February 2, 2008.

     For the 52 weeks ended January 31, 2009, earnings per share grew 23% to $2.33, from $1.90 for the 52 weeks ended February 2, 2008. Net earnings for the 52 weeks ended January 31, 2009 grew to a record $305.4 million, from $261.1 million for the 52 weeks ended February 2, 2008. Sales for the 2008 fiscal year increased 9% to $6.486 billion, with comparable store sales up 2% over the prior year.

     Michael Balmuth, Vice Chairman, President and Chief Executive Officer, commented, “We are very pleased with our solid earnings per share growth for both the fourth quarter and fiscal 2008. Our results are especially noteworthy considering the extremely challenging macro-economic and retail environment that became increasingly difficult as the year progressed. A key driver of this performance was the efficient execution of our resilient and flexible off-price strategies, which included taking advantage of the huge amount of close-out opportunities in the marketplace. This enabled us to deliver fresh and exciting assortments of sharply priced name brand bargains to our customers. More importantly, we accomplished this while also operating the business with leaner in-store inventories, which drove faster turns and reduced markdowns, resulting in higher merchandise gross margin.”

3


     Mr. Balmuth continued, “Operating margin for the 2008 fourth quarter was 9.1%, up about five basis points over the prior year, as stronger merchandise gross margin was partially offset by some deleveraging of occupancy and store operating costs as well as higher distribution expenses as a percent of sales. For the 2008 fiscal year, operating margin increased about 60 basis points over the prior year to 7.6%. As a percent of sales, key drivers of our improved profitability for the year were higher merchandise gross margin and lower distribution and shortage costs, partially offset by an increase in occupancy, store operating and incentive plan expenses.”

     “Solid operating cash flows during fiscal 2008 continued to provide the resources to make capital investments in new store growth and infrastructure, and fund our ongoing stock repurchase and dividend programs. During fiscal 2008, we repurchased a total of 9.3 million shares of common stock for an aggregate purchase price of $300 million and we plan to complete the remaining $300 million repurchase authorization in 2009. In January 2009, our Board of Directors also approved a 16% increase in our quarterly cash dividend to $.11 per common share. On an annual basis, this represents our 15th consecutive dividend increase,” Mr. Balmuth concluded.

     The Company will host a conference call on Thursday, March 19, 2009 at 11:00 a.m. Eastern time to communicate additional details concerning the fourth quarter and fiscal year 2008 results and management’s outlook and plans for 2009. A real time audio webcast of the conference call will be available at www.rossstores.com. An audio playback will be available at 706-645-9291, ID #86369590 through March 26, 2009.

     Forward-Looking Statements: This press release and the recorded conference call on our website contain forward-looking statements regarding expected sales and earnings levels 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 industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise, including the potential impact from uncertainty in financial and credit markets and the severity and duration of the current recession; changes in geopolitical and general economic conditions; unseasonable weather trends; disruptions in supply chain; lower than planned gross margin, including higher than planned markdowns and higher than expected inventory shortage; greater than planned operating costs; our ability to continue to purchase attractive brand-name merchandise at desirable discounts; our ability to attract and retain personnel with the retail talent necessary to execute our strategies; our ability to effectively operate our various supply chain, core merchandising and other information systems; our ability to improve our merchandising capabilities through the development and implementation of new processes and systems enhancements; achieving and maintaining targeted levels of productivity and efficiency in our distribution centers; and obtaining acceptable new store locations. Other risk factors are detailed in our SEC filings including, without limitation, the Form 10-K for fiscal 2007, Form 10-Q’s for fiscal 2008 and Form 8-K’s for fiscal 2008 and 2009. 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.

* * * * *

4


     Ross Stores, Inc., a Fortune 500 and Nasdaq 100 (ROST) company headquartered in Pleasanton, California, is the nation’s second largest off-price retailer with fiscal 2008 revenues of $6.5 billion. As of February 28, 2009 the Company operated 904 Ross Dress for Less® (“Ross”) stores and 53 dd’s DISCOUNTS® locations, compared to 838 Ross and 54 dd’s DISCOUNTS locations at the end of the same period last year. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear and home fashions for the entire family at everyday savings of 20 to 60 percent off department and specialty store regular prices. dd’s DISCOUNTS features a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear and home fashions for the entire family at everyday savings of 20 to 70 percent off moderate department and discount store regular prices. Additional information is available at www.rossstores.com.

* * * * *

5


Ross Stores, Inc.
Condensed Consolidated Statements of Earnings

  Three Months Ended Twelve Months Ended
    January 31, February 2,     January 31,   February 2,  
($000, except stores and per share data, unaudited)   2009          2008            2009            2008  
Sales  $ 1,734,112 $ 1,651,702   $ 6,486,139     $ 5,975,212  
 
Costs and expenses                 
       Cost of goods sold   1,321,346   1,264,902     4,956,576     4,618,220  
       Selling, general and administrative   255,312     237,525     1,034,357     935,901  
       Interest expense (income), net   2,531   (2,691 )   (157 )   (4,029 )
              Total costs and expenses   1,579,189   1,499,736     5,990,776     5,550,092  
 
Earnings before taxes    154,923   151,966     495,363     425,120  
Provision for taxes on earnings   57,536   57,504       189,922     164,069  
Net earnings  $ 97,387 $ 94,462   $ 305,441   $ 261,051  
 
 
Earnings per share                 
       Basic $ 0.77 $ 0.71   $ 2.36   $ 1.93  
       Diluted $ 0.76 $ 0.70   $ 2.33   $ 1.90  
 
 
Weighted average shares outstanding (000)                 
       Basic   126,580   132,805     129,235     135,093  
       Diluted   128,175   134,447     131,315     137,142  
 
 
Dividends per share                 
       Cash dividends declared per share $ 0.205 $ 0.170   $ 0.395   $ 0.320  
 
 
Stores open at end of period    956   890     956     890  
 

6


Ross Stores, Inc.
Condensed Consolidated Balance Sheets

    January 31,          February 2,
($000, unaudited)   2009   2008
Assets         
 
Current Assets         
       Cash and cash equivalents $ 321,355 $ 257,580
       Short-term investments   798   6,098
       Accounts receivable   41,170     37,468
       Merchandise inventory   881,058   1,025,295
       Prepaid expenses and other   55,241   51,921
       Deferred income taxes   14,093   19,639
              Total current assets   1,313,715   1,398,001
 
Property and equipment, net   951,656   868,315
Long-term investments   38,014   40,766
Other long-term assets   52,126   64,240
Total assets $ 2,355,511 $ 2,371,322
 
 
Liabilities and Stockholders' Equity         
 
Current Liabilities         
       Accounts payable $ 536,745 $ 637,158
       Accrued expenses and other   238,516   217,923
       Accrued payroll and benefits   170,878   133,706
       Income taxes payable   9,120   21,818
              Total current liabilities   955,259   1,010,605
 
Long-term debt   150,000   150,000
Other long-term liabilities   156,726   161,169
Deferred income taxes   97,157   78,899
 
Commitments and contingencies        
 
Stockholders' Equity    996,369   970,649
       Total liabilities and stockholders' equity $ 2,355,511 $ 2,371,322
 

7


Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows

  Year ended
    January 31,   February 2,  
($000, unaudited)   2009            2008  
Cash Flows From Operating Activities         
Net earnings $ 305,441   $ 261,051  
Adjustments to reconcile net earnings to net cash provided by operating activities:        
       Depreciation and amortization   141,802     122,801  
       Stock-based compensation   22,575     25,165  
       Deferred income taxes   23,804       (10,699 )
       Tax benefit from equity issuance   8,532     6,535  
       Excess tax benefit from stock-based compensation   (5,973 )   (5,140 )
Change in assets and liabilities:          
       Merchandise inventory   144,237     26,434  
       Other current assets, net   (6,089 )   (15,039 )
       Accounts payable   (101,682 )   (63,199 )
       Other current liabilities   43,249     (18,716 )
       Other long-term, net   7,543     24,366  
       Net cash provided by operating activities   583,439     353,559  
 
Cash Flows From Investing Activities         
Additions to property and equipment   (224,418 )   (236,121 )
Proceeds from sale of property and equipment   117     356  
Purchases of investments   (36,984 )   (146,082 )
Proceeds from investments   42,522     137,104  
       Net cash used in investing activities   (218,763 )   (244,743 )
 
Cash Flows From Financing Activities         
Excess tax benefit from stock-based compensation   5,973     5,140  
Issuance of common stock related to stock plans   47,873     20,753  
Treasury stock purchased   (4,909 )   (3,879 )
Repurchase of common stock   (300,000 )   (200,000 )
Dividends paid   (49,838 )   (40,638 )
       Net cash used in financing activities   (300,901 )   (218,624 )
Net increase (decrease) in cash and cash equivalents   63,775     (109,808 )
Cash and cash equivalents:        
       Beginning of year   257,580     367,388  
       End of year $ 321,355   $ 257,580  
 
Supplemental Cash Flow Disclosures         
Interest paid $ 9,676   $ 9,668  
Income taxes paid   167,478     164,223  
 
Non-Cash Investing Activities         
Change in fair value of investment securities -unrealized (loss) gain $ (2,514 ) $ 1,503  

8