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 21, 2007

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.)
 

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 March 21, 2007, the Company issued a press release regarding the Company’s financial results for its fiscal fourth quarter and full year ended February 3, 2007. 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 21, 2007 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 21, 2007

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

2


Exhibit 99.1


     

FOR IMMEDIATE RELEASE

Contact:  John G. Call  Katie Loughnot 
  Senior Vice President,  Vice President, Investor Relations 
  Chief Financial Officer  Phone:  (925) 965-4509 
  Phone: (925) 965-4315  Email:  katie.loughnot@ros.com 

ROSS STORES REPORTS RECORD FOURTH QUARTER
AND FISCAL 2006 RESULTS

     Pleasanton, California, March 21, 2007 -- Ross Stores, Inc. (Nasdaq: ROST) today reported that earnings per share for the 14 weeks ended February 3, 2007 grew 35% to $.66, compared to earnings per share of $.49 for the 13 weeks ended January 28, 2006. Net earnings for the 14 weeks ended February 3, 2007 were $93.1 million compared to $71.0 million for the 13 weeks ended January 28, 2006. Sales for the 14 weeks ended February 3, 2007 increased 14% to $1.608 billion. Comparable store sales for the 13 weeks ended January 27, 2007 grew 1% on top of a 6% increase in the prior year.

     For the 53 weeks ended February 3, 2007, earnings per share grew 25% to $1.70 from $1.36 for the 52 weeks ended January 28, 2006. Net earnings for the 53 weeks ended February 3, 2007 were a record $241.6 million compared to $199.6 million for the 52 weeks ended January 28, 2006. Sales for the 53 weeks ended February 3, 2007 increased 13% to $5.570 billion. Same store sales for the 52 weeks ended January 27, 2007 were up 4% on top of a 6% increase in the prior year.

     Michael Balmuth, Vice Chairman, President and Chief Executive Officer, commented, “We are pleased with the solid earnings growth we achieved in the fourth quarter and the year. Sales during the important holiday season were in line with expectations, benefiting from strength in the Mid Atlantic and Southwest regions and healthy gains in our Home and Shoe businesses. Operating margin in the fourth quarter grew by about 115 basis points, driven by a 60 basis point improvement in gross margin and a decline of about 55 basis points in selling, general and administrative expenses.”

3


     Mr. Balmuth continued, “For the full year, earnings benefited from healthy top line growth and a 40 basis point increase in operating margin. Improved profitability was driven mainly by increased gross margin, which benefited from lower markdowns, distribution costs and shortage accrual as a percent of sales, more than offsetting higher freight costs and stock option-related expenses. Selling, general and administrative expenses as a percent of sales were flat to the prior year.”

     “Strong operating cash flows during 2006 continued to provide the resources to fund capital investments in new store growth and infrastructure. During fiscal 2006, $224 million in capital expenditures supported the addition of 57 net new Ross locations, 6 dd’s DISCOUNTS® stores, the buyout of the lease for our Southeast distribution center in South Carolina, and other various information technology and infrastructure investments,” said Mr. Balmuth.

     “We also continued to enhance stockholder value through our share repurchase and dividend programs. During 2006, we repurchased a total of 7.1 million shares of common stock, for an aggregate purchase price of $200 million. During 2007, we expect to complete the $200 million remaining authorization on our $400 million two-year stock repurchase program approved by our Board of Directors in the fourth quarter of 2005. In addition, in January 2007, our Board approved a 25% increase in our quarterly cash dividend to $.075 per share, our thirteenth consecutive annual dividend increase,” Mr. Balmuth concluded.

     The Company will host a conference call on Wednesday, March 21, 2007 at 11:00 a.m. Eastern time to communicate additional details concerning the fourth quarter and fiscal year 2006 results and management’s outlook and plans for 2007. A real time audio webcast of the conference call will be available at www.rossstores.com. An audio playback will be available at (402) 220-5900, PIN #2342 through March 28, 2007.

4


     Forward-Looking Statements: This press release, the recorded comments and other material on our website contain forward-looking statements 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,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “looking ahead” and similar expressions identify forward-looking statements. Risk factors for Ross and dd’s DISCOUNTS include, without limitation, our ability to convert certain Albertsons LLC real estate sites to the Ross and dd’s DISCOUNTS formats in a timely and cost effective manner and on acceptable terms, and the ability to achieve targeted levels of sales, profits and cash flows from these acquired store locations; our ability to effectively operate our various supply chain, core merchandising and other information systems; our ability to improve our merchandising capabilities through the implementation of new processes and systems enhancements; achieving and maintaining targeted levels of productivity and efficiency in our distribution centers; potential pressure on freight costs from higher-than-expected fuel surcharges; obtaining acceptable new store locations; competitive pressures in the apparel industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise; 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 identify and successfully enter new geographic markets; and our ability to attract and retain personnel with the retail talent necessary to execute our strategies. Other risk factors are detailed in our SEC filings including, without limitation, the Form 10-K for fiscal 2005 and the Form 10-Q’s and 8-K’s for fiscal 2006. 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 company with fiscal 2006 revenues of $5.6 billion. As of February 3, 2007, the Company operated 771 Ross Dress for Less® (“Ross”) stores and 26 dd’s DISCOUNTS locations, compared to 714 Ross and 20 dd’s DISCOUNTS locations at the end of fiscal 2005. 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 on the Company’s website at www.rossstores.com.

* * * *

5


Ross Stores, Inc.
Condensed Consolidated Statements of Earnings

    Three Months Ended   Twelve Months Ended
($000, except stores and per share data, unaudited)     February 3,
2007
    January 28,
2006
    February 3,
2007
    January 28,
2006
Sales $ 1,608,437 $ 1,411,488     $ 5,570,210     $ 4,944,179  
 
Costs and expenses
         Cost of goods sold 1,230,741 1,088,539 4,317,527 3,852,591
         Selling, general and administrative 227,645 207,699 863,033 766,144
         Interest income, net   (3,414 )     (1,559 )   (8,627 )   (2,898 )
             Total costs and expenses   1,454,972 1,294,679 5,171,933 4,615,837
 
Earnings before taxes   153,465 116,809 398,277 328,342
 
Provision for taxes on earnings   60,358     45,831     156,643     128,710  
Net earnings $ 93,107 $ 70,978 $ 241,634 $ 199,632
 
 
Earnings per share
         Basic $ 0.68 $ 0.50 $ 1.73 $ 1.38
         Diluted $ 0.66 $ 0.49 $ 1.70 $ 1.36
 
 
Weighted average shares outstanding (000)
         Basic 137,550 142,439 139,488 144,325
         Diluted 140,174 144,665 141,883 146,532
 
 
Dividends per share
         Cash dividends declared per share 0.135 0.120 0.255 0.220
 
 
Stores open at end of period 797 734 797 734
 

6


Ross Stores, Inc.
Condensed Consolidated Balance Sheets

($000, unaudited)     February 3,
2007
    January 28,
2006
Assets
 
Current assets
         Cash and cash equivalents   $ 367,388   $ 191,767
         Short-term investments 5,247 12,763
         Accounts receivable 30,105 29,122
         Merchandise inventory 1,051,729 938,091
         Prepaid expenses and other 44,245 37,090
         Deferred income taxes   16,242   20,014
                 Total current assets 1,514,956 1,228,847
 
Property and equipment, net 748,233 639,852
Other long-term assets 64,266 58,837
Long-term investments   31,136   11,202
Total assets  $ 2,358,591 $ 1,938,738
 
 
Liabilities and stockholders' equity
 
Current liabilities
         Accounts payable, accrued expenses and other  $ 1,049,680 $ 803,397
         Income taxes payable 33,577 25,586
         Short-term debt   -   50,000
                 Total current liabilities 1,083,257 878,983
 
Long-term debt 150,000 -
Other long-term liabilities 129,303 122,926
Deferred income taxes 86,201 100,657
 
Commitments and contingencies
 
Stockholders' equity   909,830   836,172
           Total liabilities and stockholders' equity  $ 2,358,591 $ 1,938,738
 

7


Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows

    Year Ended
($000, unaudited)     February 3,
2007
    January 28,
2006
Cash Flows from Operating Activities
Net earnings    $ 241,634     $ 199,632  
Adjustments to reconcile net earnings to net cash provided
   by operating activities:
     Depreciation and amortization 108,135 94,180
     Stock-based compensation 26,680 16,668
     Deferred income taxes (10,684 ) (2,590 )
     Tax benefit from equity issuance 12,090 21,947
     Excess tax benefits from stock-based compensation (9,599 ) -
Change in assets and liabilities:
     Merchandise inventory (113,638 ) (84,979 )
     Other current assets, net (8,138 ) 11,698
     Accounts payable 221,644 21,448
     Other current liabilities 34,417 94,670
     Other long-term, net   4,326     2,517  
     Net cash provided by operating activities   506,867     375,191  
 
Cash Flows Used in Investing Activities
Other additions to property and equipment (136,626 ) (175,851 )
Purchase of assets under lease (87,329 ) -
Proceeds from sales of property and equipment 615 -
Purchases of investments (71,938 ) (313,569 )
Sales of investments   59,337     357,024  
     Net cash used in investing activities   (235,941 )   (132,396 )
 
Cash Flows Used in Financing Activities
Payment of term debt (50,000 ) -
Proceeds from issuance of long-term debt 150,000 -
Excess tax benefits from stock-based compensation 9,599 -
Issuance of common stock related to stock plans 32,517 45,982
Treasury stock purchased (3,787 ) (6,626 )
Repurchase of common stock (200,000 ) (175,000 )
Dividends paid   (33,634 )   (30,715 )
     Net cash used in financing activities   (95,305 )   (166,359 )
Net increase in cash and cash equivalents 175,621 76,436
Cash and cash equivalents:
     Beginning of period   191,767     115,331  
     End of period $ 367,388   $ 191,767  
 
Non-Cash Investing Activities
Straight-line rent capitalization in build-out period $ - $ 3,290
Change in fair value of investment securities $ (183 ) $ 20
 

8