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, 2008

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 May 21, 2008, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended May 3, 2008. 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, 2008 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, 2008
ROSS STORES, INC. 	
Registrant 	

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

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Exhibit 99.1

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

ROSS STORES REPORTS FIRST QUARTER 2008 RESULTS,
PROVIDES SECOND QUARTER 2008 GUIDANCE

     Pleasanton, California, May 21, 2008 --Ross Stores, Inc. (ROST) today reported that earnings per share for the 13 weeks ended May 3, 2008 rose 25% to $.60, from $.48 for the 13 weeks ended May 5, 2007. First quarter 2008 results include a real estate settlement that added income equivalent to about $.02 per share during the period. Net earnings for the first quarter of 2008 were $79.5 million, compared to $67.0 million in the first quarter of 2007. Sales for the 13 weeks ended May 3, 2008 grew 10% to $1.556 billion, with comparable store sales up 3% over the prior year.

     Michael Balmuth, Vice Chairman, President and Chief Executive Officer, commented, “We are pleased with our solid, better-than-expected sales and earnings performance in the first quarter, especially considering the difficult retail climate. Business benefited as customers responded favorably to the fresh and exciting assortments of name brand bargains we offered. Dresses and Shoes were the top performing merchandise categories during the period, while the Mid-Atlantic and Texas were the strongest geographic regions.”

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     Mr. Balmuth continued, “Strong execution of our merchandising strategies, combined with strict inventory and expense management, were the primary drivers of our ahead-of-plan earnings during the quarter. As a result, we were able to realize healthy increases in operating margin, which grew about 45 basis points to 8.2%. Profit margins benefited mainly from better-than-expected improvement in merchandise margins, lower distribution and corporate expenses as a percent of sales and income from a real estate settlement.”

     Mr. Balmuth also noted, “Our balance sheet and cash flows remain strong. We continued to return capital to stockholders during the quarter through our stock repurchase and dividend programs. During the first three months of fiscal 2008, we repurchased 2.5 million shares of common stock for an aggregate purchase price of $77 million. We remain on track to complete half of our current two-year $600 million stock repurchase program this year. In addition, we expect to complete this two-year program without taking on any incremental long-term debt.”

     Looking ahead, Mr. Balmuth said, “For the second quarter ending August 2, 2008, we are forecasting same store sales gains of 1% to 3% and earnings per share in the range of $.43 to $.47, for a targeted increase of 16% to 27% over the $.37 in earnings per share for the second quarter ended August 4, 2007. For the fiscal 2008 year ending January 31, 2009, we are now projecting earnings per share in the range of $2.19 to $2.29, which would represent growth of 15% to 21% over the $1.90 in earnings per share for fiscal 2007.”

     The Company will provide additional details concerning its first quarter results and management’s outlook for the balance of 2008 on a conference call to be held on Wednesday, May 21, 2008 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 Wednesday, May 28, 2008 at 706-645-9291, PIN # 34941710.

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     Forward-Looking Statements: This press release and the recorded comments on our website contain forward-looking statements regarding expected sales and earnings levels and our stock repurchase program 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 Dress for Less ®  (“Ross”) and dd’s DISCOUNTS ®  include, without limitation, competitive pressures in the apparel industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise, including the potential impact from uncertainty in mortgage credit markets and higher gas and commodity prices; 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; potential pressure on freight costs from higher-than-expected fuel surcharges; and obtaining acceptable new store locations. Other risk factors are detailed in our SEC filings including, without limitation, the Form 10-K and 10-Q’s for fiscal 2007 and Form 8-K’s for fiscal 2008. 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 company headquartered in Pleasanton, California, is the nation’s second largest off-price retailer with fiscal 2007 revenues of $6.0 billion. As of May 3, 2008, the Company operated 864 Ross Dress for Less ®  (“Ross”) stores and 54 dd’s DISCOUNTS ®  locations, compared to 796 Ross and 34 dd’s DISCOUNTS locations at the end of the first quarter of 2007. 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.

* * * * *

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Ross Stores, Inc.
Condensed Consolidated Statements of Earnings
 	 	Three Months Ended 	
 	 	May 3,	 	 	May 5,	
($000, except stores and per share data, unaudited)	 	2008	 	 	2007	
Sales 	$	1,556,328	 	$	  1,410,541	
 	
Costs and expenses 	 	 	 	 	 	
     Cost of goods sold	 	1,181,557	 	 	1,071,278	
     Selling, general and administrative	 	247,672	 	 	230,203	
     Interest income, net	 	(1,621)	 	 	(1,391)	
          Total costs and expenses	 	     1,427,608	 	 	     1,300,090	
 	
Earnings before taxes 	 	128,720	 	 	110,451	
Provision for taxes on earnings	 	49,235	 	 	43,407	
Net earnings 	$	79,485	     	$	67,044	

Earnings per share 	 	 	 	 	 	
     Basic	$	0.61	 	$	0.49	
     Diluted	$	0.60	 	$	0.48	

Weighted average shares outstanding (000) 	 	 	 	 	 	
     Basic	 	131,319	 	 	137,087	
     Diluted	 	133,314	 	 	139,576	

Dividends per share 	 	 	 	 	 	
     Cash dividends declared per share	$	  -	 	$	  -	

Stores open at end of period 	 	918	 	 	830	

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Ross Stores, Inc.
Condensed Consolidated Balance Sheets
 	 	May 3,	 	 	May 5,	
($000, unaudited)	 	2008	     	 	2007	
Assets 	 	 	 	 	 	
 	
Current Assets 	 	 	 	 	 	
     Cash and cash equivalents	$	305,804	 	$	199,123	
     Short-term investments	 	2,237	 	 	6,821	
     Accounts receivable	 	48,892	 	 	36,940	
     Merchandise inventory	 	1,028,576	 	 	     1,101,525	
     Prepaid expenses and other	 	61,263	 	 	51,029	
     Deferred income taxes	 	20,149	 	 	29,516	
          Total current assets	 	     1,466,921	 	 	1,424,954	
 	
Property and equipment, net	 	870,556	 	 	762,345	
Other long-term assets	 	66,486	 	 	69,299	
Long-term investments	 	40,430	 	 	33,548	
Total assets 	$	  2,444,393	 	$	  2,290,146	

Liabilities and Stockholders' Equity 	 	 	 	 	 	
 	
Current Liabilities 	 	 	 	 	 	
     Accounts payable, accrued expenses and other	$	  1,005,503	 	$	919,410	
     Income taxes payable	 	42,672	 	 	33,575	
          Total current liabilities	 	1,048,175	 	 	952,985	
 	
Long-term debt	 	150,000	 	 	150,000	
Other long-term liabilities	 	169,487	 	 	166,165	
Deferred income taxes	 	82,506	 	 	84,987	
 	
Commitments and contingencies	 	 	 	 	 	
 	
Stockholders' Equity 	 	994,225	 	 	936,009	
     Total liabilities and stockholders' equity	$	  2,444,393	 	$	  2,290,146	

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Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
 	 Three Months Ended 	
 	 	May 3,	 	 	May 5,	
($000, unaudited)	 	2008	     	 	2007	
Cash Flows From Operating Activities 	 	 	 	 	 	
Net earnings 	$	79,485	 	$	67,044	
Adjustments to reconcile net earnings to net cash provided by	 	 	 	 	 	
(used in) operating activities:	 	 	 	 	 	
     Depreciation and amortization	 	31,890	 	 	28,522	
     Stock-based compensation	 	5,196	 	 	6,370	
     Deferred income taxes	 	3,097	 	 	(14,489)	
     Tax benefit from equity issuance	 	3,149	 	 	4,565	
     Excess tax benefits from stock-based compensation	 	(2,167)	 	 	(3,826)	
Change in assets and liabilities:	 	 	 	 	 	
     Merchandise inventory	 	(3,281)	 	 	(49,796)	
     Other current assets, net	 	(20,766)	 	 	(13,619)	
     Accounts payable	 	37,428	 	 	(78,829)	
     Other current liabilities	 	19,620	 	 	(36,889)	
     Other long-term, net	 	7,184	 	 	24,902	
     Net cash provided by (used in) operating activities	 	160,835	 	 	(66,045)	
 	
Cash Flows From Investing Activities 	 	 	 	 	 	
Additions to property and equipment	 	(42,278)	 	 	(47,381)	
Proceeds from sales of property and equipment	 	108	 	 	-	
Purchases of investments	 	(40,665)	 	 	(9,016)	
Proceeds from investments	 	43,503	 	 	5,257	
     Net cash used in investing activities	 	(39,332)	 	 	(51,140)	
 	
Cash Flows From Financing Activities 	 	 	 	 	 	
Issuance of common stock related to stock plans	 	16,820	 	 	8,863	
Excess tax benefits from stock-based compensation	 	2,167	 	 	3,826	
Treasury stock purchased	 	(2,542)	 	 	(2,592)	
Repurchase of common stock	 	(77,192)	 	 	(50,868)	
Dividends paid	 	(12,532)	 	 	(10,309)	
     Net cash used in financing activities	 	     (73,279)	 	 	(51,080)	
Net increase (decrease) in cash and cash equivalents	 	48,224	 	 	     (168,265)	
Cash and cash equivalents:	 	 	 	 	 	
     Beginning of period	 	257,580	 	 	367,388	
     End of period	$	305,804	 	$	199,123	
 	
Supplemental Cash Flow Disclosures 	 	 	 	 	 	
Income taxes paid	$	21,961	 	$	33,288	
 	
Non-Cash Investing Activities 	 	 	 	 	 	
Change in fair value of investment securities - unrealized	$	(1,359)	 	$	227	
(loss) gain 	 	 	 	 	 	
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