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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, 2013

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
incorporation) 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, 2013, the Company issued a press release regarding the Company’s financial results for its fiscal quarter and fiscal year ended February 2, 2013. 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, 2013 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, 2013

ROSS STORES, INC.
Registrant
 
 
By:  /s/J. Call
John G. Call
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 Wong
    Senior Vice President,   Director, Investor Relations
Deputy Chief Financial Officer (925) 965-4668
(925) 965-4503 connie.wong@ros.com

ROSS STORES REPORTS STRONG FOURTH QUARTER
AND FISCAL YEAR 2012 RESULTS

       Pleasanton, California, March 21, 2013 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 14 weeks ended February 2, 2013 of $1.07, up from $.85 for the 13 weeks ended January 28, 2012. Net earnings for the 14 weeks ended February 2, 2013 grew to $236.6 million, up 23% from $192.0 million for the 13 weeks ended January 28, 2012. Sales for the 14 weeks ended February 2, 2013 grew 15% to $2.761 billion. Comparable store sales for the 13 weeks ended January 26, 2013, rose 5% on top of a 7% increase in the fourth quarter of 2011.

       For the 53 weeks ended February 2, 2013, earnings per share grew to $3.53, from $2.86 for the 52 weeks ended January 28, 2012. Net earnings for the 53 weeks ended February 2, 2013 grew 20% to $786.8 million, compared to $657.2 million for the 52 weeks ended January 28, 2012. Sales for the 53 weeks ended February 2, 2013, rose 13% to $9.721 billion. Same store sales for the 52 weeks ended January 26, 2013 grew 6% compared to a 5% gain in 2011.

       Michael Balmuth, Vice Chairman and Chief Executive Officer, commented, “We are pleased with the record sales and earnings we delivered in the fourth quarter and 2012 fiscal year, especially considering they were achieved on top of strong multi-year gains. Results for both periods benefited from our ongoing ability to deliver compelling bargains on a wide assortment of exciting name brand fashions for the family and the home to today’s value-focused consumers.”

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       Mr. Balmuth continued, “Earnings before interest and taxes for the 2012 fourth quarter grew to 13.7% of sales, up from 13.0% in the fourth quarter of 2011. For fiscal 2012, operating margin rose to a record 13.1%, a gain of 75 basis points on top of an 85 basis point increase in 2011. Profit margins for both the quarter and the full year mainly benefited from higher merchandise gross margin, leverage on operating expenses from the strong gains in same store sales and the impact of the 53rd week.”

       Strong operating cash flows during 2012 continued to provide the resources to make capital investments in new store growth and infrastructure, as well as fund the completion of the Company’s prior stock repurchase program and ongoing dividends. A total of 7.5 million shares of common stock were repurchased during fiscal 2012, for an aggregate purchase price of $450 million, completing the two-year $900 million repurchase program announced in early 2011. In January 2013, the Company’s Board of Directors approved a new two-year $1.1 billion stock repurchase program as well as a 21% increase in the regular quarterly cash dividend to $.17 per share.

       Mr. Balmuth noted, “The growth of our stock repurchase and dividend programs has been driven by the significant amounts of cash our business generates after self-funding store expansion and other capital needs. We have repurchased stock as planned every year since 1993, and this is the 19th consecutive increase since initiating our quarterly cash dividend in 1994. This consistent record reflects our unwavering commitment to enhancing stockholder value and returns.”

       Looking ahead, Mr. Balmuth said, “We plan to stay intently focused on our core off-price mission of consistently delivering great bargains to our customers. This continues to be the key to maximizing our opportunities for growth in sales and profits over both the short and the long term.”

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Discontinuing Monthly Sales Reporting

       Beginning with the second quarter of fiscal 2013, the Company will no longer report monthly sales. Quarterly comparable store sales results will be provided with regularly scheduled earnings releases and conference calls.

       In commenting, Mr. Balmuth said, “Reporting sales quarterly aligns us with the majority of other retailers who have already adopted this practice, while also increasing the focus on longer-term performance.”

       The Company will host a conference call on Thursday, March 21, 2013 at 11:00 a.m. Eastern time to provide additional details concerning the fourth quarter and fiscal year 2012 results and management’s outlook and plans for fiscal 2013. 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 # 22346952 until 8:00 p.m. Eastern time on March 28, 2013, as well as at the Company’s website address.

       Forward-Looking Statements: This press release and the recorded comments on our corporate website contain 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 retailing merchandise industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise; impacts from the macro-economic environment and financial and credit markets that affect consumer disposable income and consumer confidence, including but not limited to interest rates, recession, inflation, deflation, energy costs, tax rates and policy, unemployment trends, and fluctuating commodity costs; changes in geopolitical and geo-economic conditions; unseasonable weather trends; potential disruptions in supply chain or information systems; 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; attracting and retaining personnel with the retail talent necessary to execute our strategies; effectively operating and continually upgrading our various supply chain, core merchandising and other information systems; improving our merchandising and transaction processing capabilities through the implementation of new processes and systems enhancements; managing our planned data center and headquarters moves without disruption or unanticipated costs; obtaining acceptable new store locations and improving new store sales and profitability, especially in newer regions and markets; adding capacity to our existing distribution centers and building out planned additional distribution centers timely and cost effectively; and achieving and maintaining targeted levels of productivity and efficiency in our existing and new distribution centers. Other risk factors are set forth in our SEC filings including without limitation, the Form 10-K for fiscal 2011, Form 10-Qs for fiscal 2012 and Form 8-Ks for fiscal 2012 and 2013. 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 Pleasanton, California, with fiscal 2012 revenues of $9.7 billion. The Company operates Ross Dress for Less® (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,091 locations in 33 states, the District of Columbia and Guam at fiscal 2012 year end. 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% off department and specialty store regular prices. The Company also operates 108 dd’s DISCOUNTS® in eight states at the end of fiscal 2012 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 everyday savings of 20% to 70% 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 Twelve Months Ended
February 2,       January 28, February 2, January 28,
($000, except stores and per share data, unaudited) 2013 2012       2013 2012
Sales $      2,760,646 $      2,397,878 $      9,721,065        $      8,608,291
 
Costs and Expenses
       Costs of goods sold 1,993,661 1,745,034 7,011,428 6,240,760
       Selling, general and administrative   390,003 341,794 1,437,886 1,304,065
       Interest expense, net 946 2,693   6,907 10,322
              Total costs and expenses 2,384,610 2,089,521 8,456,221 7,555,147
 
Earnings before taxes 376,036 308,357 1,264,844 1,053,144
Provision for taxes on earnings 139,434 116,405 478,081 395,974
Net earnings $ 236,602 $ 191,952 $ 786,763 $ 657,170
 
Earnings per share 1
       Basic $ 1.09   $ 0.86 $ 3.59 $ 2.91
       Diluted $ 1.07 $ 0.85 $ 3.53 $ 2.86
 
 
Weighted average shares outstanding (000) 1  
       Basic 216,936 222,288 219,130 225,915
       Diluted 220,508 226,511 222,784 229,982
 
 
Dividends 1
       Cash dividends declared per share $ 0.31 $ 0.25 $ 0.59 $ 0.47
 
 
Stores open at end of period 1,199 1,125 1,199 1,125
 

1 All share and per share amounts have been adjusted for the two-for-one stock split effective December 15, 2011.

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Ross Stores, Inc.
Condensed Consolidated Balance Sheets

February 2,       January 28,
($000, unaudited) 2013 2012
Assets
 
Current Assets
       Cash and cash equivalents $ 646,761 $ 649,835
       Short-term investments 1,087 658
       Accounts receivable 59,617 50,848
       Merchandise inventory 1,209,237 1,130,070
       Prepaid expenses and other 94,318 87,362
       Deferred income taxes 20,407 5,598
              Total current assets 2,031,427 1,924,371
 
Property and equipment, net 1,493,284 1,241,722
Long-term investments 4,374 5,602
Other long-term assets 141,476 129,514
Total assets $     3,670,561 $     3,301,209
 
Liabilities and Stockholders’ Equity
 
Current Liabilities
       Accounts payable $ 807,534 $ 761,717
       Accrued expenses and other 320,415 304,654
       Accrued payroll and benefits   241,129   248,552
       Income taxes payable 53,504 31,129
              Total current liabilities 1,422,582 1,346,052
 
Long-term debt 150,000   150,000
Other long-term liabilities 246,815 203,625
Deferred income taxes 84,301 108,520
 
Commitments and contingencies
 
Stockholders’ Equity 1,766,863 1,493,012
Total liabilities and stockholders’ equity $ 3,670,561 $ 3,301,209
           

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Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows

Twelve Months Ended
February 2,       January 28,
($000, unaudited) 2013 2012
Cash Flows From Operating Activities
Net earnings $     786,763 $     657,170
Adjustments to reconcile net earnings to net cash
provided by operating activities:
       Depreciation and amortization 185,491 159,892
       Stock-based compensation 48,952 40,404
       Deferred income taxes (39,028 ) 21,722
       Tax benefit from equity issuance 29,989 19,040
       Excess tax benefit from stock-based compensation (29,103 ) (18,180 )
       Change in assets and liabilities:
              Merchandise inventory (79,167 ) (43,153 )
              Other current assets (14,474 ) (10,329 )
              Accounts payable 40,109 (11,614 )
              Other current liabilities 18,146 (2,109 )
              Other long-term, net 31,966 7,262
              Net cash provided by operating activities 979,644 820,105
 
Cash Flows From Investing Activities
Additions to property and equipment (424,434 ) (416,271 )
Increase in restricted cash and investments (2,107 ) (60,086 )
Purchases of investments (5,430 ) –
Proceeds from investments 6,247 4,589
              Net cash used in investing activities (425,724 ) (471,768 )
 
Cash Flows From Financing Activities
Excess tax benefit from stock-based compensation 29,103 18,180
Issuance of common stock related to stock plans   19,043 17,290
Treasury stock purchased (29,446 ) (15,854 )
Repurchase of common stock (450,000 ) (450,000 )
Dividends paid (125,694 ) (102,042 )
              Net cash used in financing activities (556,994 ) (532,426 )
 
Net decrease in cash and cash equivalents (3,074 ) (184,089 )
 
Cash and cash equivalents:
              Beginning of year 649,835     833,924  
              End of year $ 646,761 $ 649,835
 
Supplemental Cash Flow Disclosures
Interest paid $ 9,668 $ 9,668
Income taxes paid $ 435,808 $ 370,074
 
Non-Cash Investing Activities
(Decrease) increase in fair value of investment securities $ (76 ) $ 226

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