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, 2015

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.)	

5130 Hacienda Drive, Dublin, California 94568
(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. 5130 Hacienda Drive, Dublin, California 94568 (925) 965-4400

Item 2.02 Results of Operations and Financial Condition.
On May 21, 2015, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended May 2, 2015. 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, 2015 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, 2015

ROSS STORES, INC.
Registrant

By: /s/Michael J. Hartshorn    
Michael Hartshorn
Group Senior Vice President, Chief Financial Officer
and Principal Accounting Officer

Exhibit 99.1
______________________________________________________________________

FOR IMMEDIATE RELEASE

Contact:	Michael Hartshorn	 	Connie Wong	 	
 	Group Senior Vice President,	 	Senior Director, Investor Relations	 	
 	Chief Financial Officer	 	(925) 965-4668	 	
 	(925) 965-4503	 	connie.wong@ros.com	 	

ROSS STORES REPORTS FIRST QUARTER EARNINGS,
ISSUES SECOND QUARTER 2015 GUIDANCE

Dublin, California, May 21, 2015 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share of $1.37 for the first quarter ended May 2, 2015, up from $1.15 in the prior year. Net earnings grew to $282 million, compared to $244 million for the same period in 2014. These earnings results include a benefit of about $.04 per share mainly from the favorable timing of packaway-related costs that are expected to reverse in subsequent quarters. Adjusting for this expense timing, first quarter 2015 earnings per share rose 16% over the prior year period.

Sales for the fiscal 2015 first quarter rose 10% to $2.938 billion, with comparable store sales up 5% over the prior year.

Barbara Rentler, Chief Executive Officer, commented, “We are pleased with our better-than-expected sales and earnings in the first quarter. Our results continue to benefit from value-focused customers responding favorably to our fresh and exciting assortments of name brand bargains. Operating margin for the first quarter grew to 15.7%, up from 14.6% in the prior year, driven by a combination of higher merchandise margin, strong expense controls, and the aforementioned favorable timing of packaway-related costs.”

Ms. Rentler continued, “During the first quarter of fiscal 2015, we repurchased 1.7 million shares of common stock for an aggregate price of $176 million. As planned, we expect to buy back a total of $700 million in common stock during fiscal 2015 under the new two-year $1.4 billion authorization approved by our Board of Directors in February of this year.

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Looking ahead, Ms. Rentler said, “For the second quarter ending August 1, 2015, we are forecasting same store sales to increase 2% to 3% and earnings per share of $1.19 to $1.24, up from $1.14 in the prior year period. Adjusting for the recently announced two-for-one stock split that becomes effective June 11, 2015, second quarter earnings per share are forecast to be $.59 to $.62, up from $.57 in the prior year period.”

Based on the Company’s first quarter results and guidance for the second quarter, earnings per share for fiscal 2015 are now projected to be in the range of $4.72 to $4.87, compared to our initial guidance of $4.60 to $4.80. On a split-adjusted basis, earnings per share for the year are forecast to be $2.36 to $2.44, up 7% to 10% from $2.21 in fiscal 2014.

The Company will host a conference call on Thursday, May 21, 2015 at 4:15 p.m. Eastern time to provide additional details concerning its first quarter results and management’s outlook and plans for the second quarter of fiscal 2015. 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 #38515836 until 8:00 p.m. Eastern time on May 28, 2015, as well as on the Company’s website.

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Forward-Looking Statements:  This press release on our corporate website contains 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 merchandise retailing 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 geoeconomic 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 and the reliability and security of our data communications systems through the implementation of new processes and systems enhancements; effectively protecting against security breaches, including cyber-attacks on our transaction processing and computer information systems, that could result in the theft, transfer or unauthorized disclosure of customer, credit card, employee or other private and valuable information that we collect and process in the ordinary course of our business, and avoiding resulting damage to our reputation, loss of customer confidence, exposure to litigation and regulatory action, unanticipated costs and disruption of our operations; 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 2014 and 8-Ks for fiscal 2015.  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. is an S&P 500, Fortune 500 and Nasdaq 100 (ROST) company headquartered in Dublin, California, with fiscal 2014 revenues of $11.0 billion. The Company operates Ross Dress for Less ®  (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,242 locations in 33 states, the District of Columbia and Guam as of May 2, 2015. 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 157 dd’s DISCOUNTS ®  in 15 states as of May 2, 2015 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	
($000, except stores and per share data, unaudited)	 	 	May 2, 2015	
 	 	May 3, 2014	

Sales	 	 	$	2,938,148	
 	 	$	2,680,593	

Costs and Expenses	 	 	 	 	 	
 	Cost of goods sold	 	 	2,067,455	
 	 	1,908,184	
 	
 	Selling, general and administrative	 	 	409,298	
 	 	379,802	
 	
 	Interest expense (income), net	 	 	2,003	
 	 	(104	)	
 	 	Total costs and expenses	 	 	2,478,756	
 	 	2,287,882	

Earnings before taxes	 	 	459,392	
 	 	392,711	
 	
Provision for taxes on earnings	 	 	177,187	
 	 	148,798	
 	
Net earnings	 	 	$	282,205	
 	 	$	243,913	

Earnings per share	 	 	 	 	 	
 	Basic	 	 	$	1.38	
 	 	$	1.17	
 	
 	Diluted	 	 	$	1.37	
 	 	$	1.15	

 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	
 	Basic	 	 	203,827	
 	 	208,949	
 	
 	Diluted	 	 	205,693	
 	 	211,515	

 	 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.235	
 	 	$	0.200	

 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,399	
 	 	1,309	

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Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	May 2, 2015	
 	 	May 3, 2014	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	761,356	
 	 	$	595,950	
 	
 	Short-term investments	 	500	
 	 	—	
 	
 	Accounts receivable	 	88,258	
 	 	84,492	
 	
 	Merchandise inventory	 	1,504,281	
 	 	1,250,759	
 	
 	Prepaid expenses and other	 	119,381	
 	 	118,751	
 	
 	Deferred income taxes	 	12,590	
 	 	13,070	
 	
 	 	Total current assets	 	2,486,366	
 	 	2,063,022	

Property and equipment, net	 	2,276,747	
 	 	1,924,038	
 	
Long-term investments	 	3,141	
 	 	3,670	
 	
Other long-term assets	 	169,795	
 	 	160,558	
 	
Total assets	 	$	4,936,049	
 	 	$	4,151,288	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	1,128,808	
 	 	$	930,576	
 	
 	Accrued expenses and other	 	389,804	
 	 	352,559	
 	
 	Accrued payroll and benefits	 	198,081	
 	 	171,535	
 	
 	Income taxes payable	 	108,314	
 	 	121,683	
 	
 	 	Total current liabilities	 	1,825,007	
 	 	1,576,353	

Long-term debt	 	395,677	
 	 	149,694	
 	
Other long-term liabilities	 	296,490	
 	 	286,672	
 	
Deferred income taxes	 	85,376	
 	 	63,291	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,333,499	
 	 	2,075,278	
 	
Total liabilities and stockholders’ equity	 	$	4,936,049	
 	 	$	4,151,288	

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Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Three Months Ended	
($000, unaudited)	 	May 2, 2015	
 	 	May 3, 2014	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	282,205	
 	 	$	243,913	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	63,316	
 	 	56,465	
 	
 	Stock-based compensation	 	14,288	
 	 	12,035	
 	
 	Deferred income taxes	 	(944	)	 	1,577	
 	
 	Tax benefit from equity issuance	 	37,320	
 	 	23,141	
 	
 	Excess tax benefit from stock-based compensation	 	(37,255	)	 	(22,943	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(131,606	)	 	6,396	
 	
 	 	Other current assets	 	(27,539	)	 	(36,623	)	
 	 	Accounts payable	 	143,038	
 	 	157,254	
 	
 	 	Other current liabilities	 	63,217	
 	 	71,446	
 	
 	 	Other long-term, net	 	7,948	
 	 	(8,084	)	
 	 	Net cash provided by operating activities	 	413,988	
 	 	504,577	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(106,928	)	 	(148,700	)	
Increase in restricted cash and investments	 	(9	)	 	(6,980	)	
Purchases of investments	 	(718	)	 	—	
 	
Proceeds from investments	 	601	
 	 	12,022	
 	
 	 	Net cash used in investing activities	 	(107,054	)	 	(143,658	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	37,255	
 	 	22,943	
 	
Issuance of common stock related to stock plans	 	7,036	
 	 	5,668	
 	
Treasury stock purchased	 	(61,977	)	 	(35,471	)	
Repurchase of common stock	 	(175,757	)	 	(138,696	)	
Dividends paid	 	(48,743	)	 	(42,581	)	
 	 	Net cash used in financing activities	 	(242,186	)	 	(188,137	)	
 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	64,748	
 	 	172,782	

Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	696,608	
 	 	423,168	
 	
 	 	End of period	 	$	761,356	
 	 	$	595,950	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	4,148	
 	 	$	—	
 	
Income taxes paid	 	$	43,302	
 	 	$	28,936	

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