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):
May 21, 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, California 94588-3050 (925) 965-4400


Item 2.02 Results of Operations and Financial Condition.

On May 21, 2009, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended May 2, 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 

May 21, 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: May 21, 2009

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

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Exhibit 99.1

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

ROSS STORES REPORTS RECORD FIRST QUARTER 2009 RESULTS,
PROVIDES SECOND QUARTER AND UPDATED FISCAL 2009 GUIDANCE

     Pleasanton, California, May 21, 2009 -- Ross Stores, Inc. (ROST) today reported that earnings per share for the 13 weeks ended May 2, 2009 rose 20% to $.72, from $.60 for the 13 weeks ended May 3, 2008. First quarter 2008 results included a real estate settlement that increased earnings per share by about $.02 during the period. Net earnings for the first quarter of 2009 rose to a record $91.4 million, compared to $79.5 million in the first quarter of 2008. Sales for the 13 weeks ended May 2, 2009 grew 9% to $1.692 billion, with comparable store sales up 3% on top of a 3% gain in the prior year.

     Michael Balmuth, Vice Chairman, President and Chief Executive Officer, commented, “We are very pleased with our strong sales and earnings results in the first quarter, which were well ahead of plan. This performance is especially noteworthy considering that it was achieved in one of the most challenging economic and retail environments on record. Our business benefited mainly from our ability to offer customers fresh and exciting name brand bargains, as we continue to take advantage of the substantial amount of close-out opportunities in the marketplace. The best performing merchandise categories during the period were Dresses and Shoes, while the strongest region was the Mid-Atlantic.”

     Mr. Balmuth continued, “Operating margin for the quarter grew about 75 basis points to 8.9%, primarily driven by a 90 basis point improvement in gross margin. Partially offsetting this gain was a 15 basis point increase in selling, general and administrative costs versus the prior year. Last year benefited by about 30 basis points from income related to the previously mentioned real estate settlement.”

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     Mr. Balmuth also noted, “Our balance sheet and cash flows remain healthy. We continued to return capital to stockholders during the quarter through our stock repurchase and dividend programs. During the first three months of fiscal 2009, we repurchased 2.2 million shares of common stock for an aggregate purchase price of $77 million. We remain on track to complete the remaining $223 million stock repurchase authorization by the end of fiscal 2009.”

     Looking ahead, Mr. Balmuth said, “While the external environment remains challenging, our much better-than-expected results year-to-date reflect that consumers are continuing to respond very favorably to the compelling values we offer. As a result, we have increased our sales and earnings outlook for the second quarter and the back half of 2009.”

     “For the second quarter ending August 1, 2009, we are now forecasting same store sales to be flat to down 1%, on top of a strong 6% gain in the prior year. This compares to our previous second quarter guidance for a mid single digit percentage decline in comparable store sales. We also are raising our same store sales guidance for the second half of this year from relatively flat to up 2% to 3%, compared to a 1% decline in the same period last year,” said Mr. Balmuth.

     Based on these updated sales targets, the Company is projecting second quarter earnings per share to be in the range of $.60 to $.63, versus $.54 in the prior year period. For the 52 weeks ending January 30, 2010, earnings per share are now forecast to be in the range of $2.62 to $2.72. This compares to the Company’s initial fiscal 2009 earnings per share guidance of $2.25 to $2.45 and reported EPS of $2.33 in fiscal 2008.

     The Company will provide additional details concerning its first quarter results and management’s outlook for the second quarter and the full year on a conference call to be held on Thursday, May 21, 2009 at 11:00 a.m. Eastern time. Participants may listen to a real time audio webcast of the conference call by visiting the Company’s website located at www.rossstores.com. A recorded version of the call will also be available until the end of July at the website address and via a telephone recording through 8:00 p.m. Eastern time on Thursday, May 28, 2009 at (706) 645-9291, PIN # 86370005.

* * * * *

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     Forward-Looking Statements: This press release and the recorded conference call on our corporate 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 2008 and Form 8-K’s for fiscal 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.

* * * * *

     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 May 2, 2009 the Company operated 922 Ross Dress for Less® (“Ross”) stores and 52 dd’s DISCOUNTS® locations, compared to 864 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.

* * * * *

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Ross Stores, Inc.
Condensed Consolidated Statements of Earnings

Three Months Ended
May 2, May 3,
($000, except stores and per share data, unaudited) 2009       2008
Sales $ 1,691,599 $ 1,556,328
 
Costs and expenses
     Cost of goods sold 1,268,709 1,181,557
     Selling, general and administrative 272,030 247,672
     Interest expense (income), net   1,656   (1,621 )
          Total costs and expenses 1,542,395 1,427,608
 
Earnings before taxes 149,204 128,720
Provision for taxes on earnings   57,817 49,235  
Net earnings $ 91,387 $ 79,485  
   
 
Earnings per share  
     Basic $ 0.73 $ 0.61
     Diluted $ 0.72 $ 0.60
   
 
Weighted average shares outstanding (000)
     Basic 124,692 131,319
     Diluted 126,564 133,314
   
 
Dividends per share
     Cash dividends declared per share $ - $ -
   
 
Stores open at end of period 974 918
   

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Ross Stores, Inc.
Condensed Consolidated Balance Sheets

  May 2,   May 3,
($000, unaudited) 2009       2008
Assets         
 
Current Assets           
     Cash and cash equivalents $ 459,302 $ 305,804
     Short-term investments   1,033   2,237
     Accounts receivable   50,098   48,892
     Merchandise inventory   917,661     1,028,576
     Prepaid expenses and other   65,557   61,263
     Deferred income taxes   13,487   20,149
          Total current assets   1,507,138   1,466,921
 
Property and equipment, net   942,432   870,556
Long-term investments   33,411   40,430
Other long-term assets   59,139   66,486
Total assets  $ 2,542,120 $ 2,444,393
 
 
 
Liabilities and Stockholders' Equity         
 
Current Liabilities         
     Accounts payable $ 682,251 $ 661,847
     Accrued expenses and other   225,564   225,562
     Accrued payroll and benefits   134,571   118,094
     Income taxes payable   46,333   42,672
          Total current liabilities   1,088,719   1,048,175
 
Long-term debt   150,000   150,000
Other long-term liabilities   163,687   169,487
Deferred income taxes   103,956   82,506
 
Commitments and contingencies        
 
Stockholders' Equity    1,035,758   994,225
     Total liabilities and stockholders' equity $ 2,542,120 $ 2,444,393
 

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Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows

    Three Months Ended
May 2, May 3,
($000, unaudited)      2009      2008
Cash Flows From Operating Activities
Net earnings $ 91,387 $ 79,485
Adjustments to reconcile net earnings to net cash provided by
operating activities:
     Depreciation and amortization 37,556 33,048
     Stock-based compensation 6,497 5,196
     Deferred income taxes 7,405 3,097
     Tax benefit from equity issuance 2,821 3,149
     Excess tax benefit from stock-based compensation (2,064 ) (2,167 )
Change in assets and liabilities:
     Merchandise inventory (36,603 ) (3,281 )
     Other current assets, net (19,244 ) (20,766 )
     Accounts payable 159,514 37,428
     Other current liabilities (6,455 ) 19,620
     Other long-term, net   (82 )   6,026  
     Net cash provided by operating activities   240,732     160,835  
 
Cash Flows From Investing Activities
Additions to property and equipment (33,914 ) (42,278 )
Proceeds from sale of property and equipment 10 108
Net proceeds from investments    4,577     2,838  
     Net cash used in investing activities   (29,327 )   (39,332 )
 
Cash Flows From Financing Activities  
Excess tax benefit from stock-based compensation 2,064 2,167
Issuance of common stock related to stock plans     19,689 16,820
Treasury stock purchased (4,073 ) (2,542 )
Repurchase of common stock (77,171 )   (77,192 )
Dividends paid   (13,967 )   (12,532 )
     Net cash used in financing activities   (73,458 )   (73,279 )
Net increase in cash and cash equivalents 137,947 48,224
Cash and cash equivalents:
     Beginning of period   321,355     257,580  
     End of period $ 459,302   $ 305,804  
 
Supplemental Cash Flow Disclosures
Income taxes paid 9,866 21,961
 
Non-Cash Investing Activities
Increase (decrease) in fair value of investment securities $ 209 $ (1,359 )
 

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