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):
August 16, 2012

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 August 16, 2012, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended July 28, 2012. 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	 	August 16, 2012 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: August 16, 2012
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:	 	John G. Call	 	Bobbi Chaville	
 	      	Group Senior Vice President,	     	Senior Director, Investor Relations	
 	 	Chief Financial Officer	 	(925) 965-4289	
 	 	(925) 965-4315	 	bobbi.chaville@ros.com	

ROSS STORES REPORTS STRONG SECOND QUARTER EARNINGS,
ISSUES SECOND HALF 2012 GUIDANCE

     Pleasanton, California, August 16, 2012 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended July 28, 2012 of $.81, up from $.64 for the 13 weeks ended July 30, 2011. These results represent a 27% increase on top of a 20% gain in last year’s second quarter. Net earnings for the quarter grew to $182.0 million, up 23% from $148.3 million in the prior year. Sales for the 13 weeks ended July 28, 2012 increased 12% to $2.341 billion, with comparable store sales up 7% on top of a 5% gain in 2011.

     For the six months ended July 28, 2012, earnings per share were $1.74, up from $1.38 for the six months ended July 30, 2011. These results represent a 26% increase on top of a 23% gain in the first half of 2011. Net earnings for the six months ended July 28, 2012 were $390.6 million, up 22% from $321.2 million in the prior year period. Sales for the first six months of 2012 increased 13% to $4.698 billion, with comparable store sales up 8% on top of a 4% gain last year.

     Michael Balmuth, Vice Chairman and Chief Executive Officer, commented, “We are pleased with our better-than-expected results for the second quarter and first six months of 2012. Our strong sales and earnings growth for both periods continues to be driven by our ability to deliver compelling name brand bargains to today’s value-focused consumers while strictly controlling both inventories and expenses.”

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     Mr. Balmuth continued, “Operating margin for the second quarter grew about 110 basis points to a record 12.8% due to an 80 basis point improvement in cost of goods sold combined with a 30 basis point reduction in selling, general and administrative expenses from the robust gain in same store sales.”

     Mr. Balmuth also noted, “We continued to enhance stockholder returns through our stock repurchase and dividend programs in the second quarter. During the first six months of fiscal 2012, we repurchased 3.7 million shares of common stock for an aggregate price of $224 million. We remain on track to buy back a total of $450 million in common stock during fiscal 2012 to complete the two-year $900 million program authorized in early 2011.”

     Looking ahead, Mr. Balmuth said, “For the 13 weeks ending October 27, 2012, we are forecasting same store sales to increase 3% to 4% and earnings per share in the range of $.63 to $.66. This compares to earnings per share of $.63 in last year’s third quarter, which benefited from both better-than-expected shortage results and a lower tax rate due to favorable tax audit settlements. Together these two items increased third quarter 2011 earnings per share by about $.06. For the 13 weeks ending January 26, 2013, the Company is projecting same store sales to be up 1% to 2% on top of a strong 7% increase in the fourth quarter of 2011. Earnings per share for the 14 weeks ending February 2, 2013 are forecast to be in the range of $.99 to $1.04, which includes an estimated $.08 to $.09 benefit from the 53 rd  week this year, and compares to $.85 for the 13 weeks ended January 28, 2012.”

     For the 53 weeks ending February 2, 2013, the Company is now forecasting earnings per share to be in the range of $3.36 to $3.44, up from $2.86 for the 52 weeks ended January 28, 2012. On a 52-week basis, the Company’s updated forecast for fiscal 2012 represents projected EPS growth of 14% to 17% over the prior year.

     The Company will provide additional details about its second quarter results and management’s outlook for the remainder of the year on a conference call to be held on Thursday, August 16, 2012 at 11:00 a.m. Eastern time. Participants may listen to a real time audio webcast of the conference call by visiting the Investors section of the Company’s website located at www.rossstores.com. A recorded version of the call will also be available at the website address, and via a telephone recording through 8:00 p.m. Eastern time on Thursday, August 23, 2012 at 404-537-3406, ID # 18787573.

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    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 merchandise industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise; the impact from the macro-economic environment and financial and credit markets 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; 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 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 set forth in our SEC filings including without limitation, the Form 10-K for fiscal 2011 and Form 10-Q and 8-Ks for fiscal 2012. 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 Pleasanton, California, with fiscal 2011 revenues of $8.6 billion. The Company operates Ross Dress for Less ®  (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,072 locations in 33 states, the District of Columbia and Guam. 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 102 dd’s DISCOUNTS ®  in eight states 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	 	Six Months Ended	
 	     	July 28,	     	July 30,	     	July 28,	     	July 30,	
($000, except stores and per share data, unaudited)	 	2012	 	2011	 	2012	 	2011	
Sales	 	$	 2,340,855	 	$	 2,089,410	 	$	 4,697,696	 	$	 4,163,986	
 	
Costs and Expenses	 	 	 	 	 	 	 	 	 	 	 	 	
       Costs of goods sold	 	 	1,689,643	 	 	1,524,307	 	 	3,368,770	 	 	3,005,513	
       Selling, general and administrative	 	 	352,089	 	 	320,885	 	 	689,900	 	 	630,045	
       Interest expense, net	 	 	2,086	 	 	2,569	 	 	4,318	 	 	5,064	
              Total costs and expenses	 	 	2,043,818	 	 	1,847,761	 	 	4,062,988	 	 	3,640,622	
 	
Earnings before taxes	 	 	297,037	 	 	241,649	 	 	634,708	 	 	523,364	
Provision for taxes on earnings	 	 	115,013	 	 	93,373	 	 	244,071	 	 	202,115	
Net earnings	 	$	182,024	 	$	148,276	 	$	390,637	 	$	321,249	
 	
Earnings per share1	 	 	 	 	 	 	 	 	 	 	 	 	
       Basic	 	$	0.83	 	$	0.65	 	$	1.77	 	$	1.41	
       Diluted	 	$	0.81	 	$	0.64	 	$	1.74	 	$	1.38	

Weighted average shares outstanding (000) 1	 	 	 	 	 	 	 	 	 	 	 	 	
       Basic	 	 	220,065	 	 	227,305	 	 	220,585	 	 	228,417	
       Diluted	 	 	223,605	 	 	231,176	 	 	224,289	 	 	232,407	

Dividends 1	 	 	 	 	 	 	 	 	 	 	 	 	
       Cash dividends declared per share	 	$	0.14	 	$	0.11	 	$	0.14	 	$	0.11	

Stores open at end of period	 	 	1,174	 	 	1,091	 	 	1,174	 	 	1,091	
  	 	 	 	 	 	 	 	 	 	 	 	 	
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
 	 	July 28,	 	July 30,	
($000, unaudited)	     	2012	     	2011	
Assets	 	 	 	 	 	 	
 	
Current Assets	 	 	 	 	 	 	
       Cash and cash equivalents	 	$	721,046	 	$	512,716	
       Short-term investments	 	 	1,456	 	 	959	
       Accounts receivable	 	 	65,731	 	 	57,943	
       Merchandise inventory	 	 	1,219,092	 	 	1,189,523	
       Prepaid expenses and other	 	 	98,718	 	 	93,358	
       Deferred income taxes	 	 	11,949	 	 	15,363	
              Total current assets	 	 	2,117,992	 	 	1,869,862	
 	
Property and equipment, net	 	 	1,295,097	 	 	1,042,679	
Long-term investments	 	 	4,540	 	 	6,243	
Other long-term assets	 	 	142,534	 	 	136,491	
Total assets	 	$	 3,560,163	 	$	 3,055,275	
 	
Liabilities and Stockholders’ Equity	 	 	 	 	 	 	
 	
Current Liabilities	 	 	 	 	 	 	
       Accounts payable	 	$	885,892	 	$	709,143	
       Accrued expenses and other	 	 	315,748	 	 	270,636	
       Accrued payroll and benefits	 	 	199,937	 	 	184,952	
       Income taxes payable	 	 	13,559	 	 	-	
              Total current liabilities	 	 	1,415,136	 	 	1,164,731	
 	
Long-term debt	 	 	150,000	 	 	150,000	
Other long-term liabilities	 	 	215,910	 	 	198,234	
Deferred income taxes	 	 	114,964	 	 	116,381	
 	
Commitments and contingencies	 	 	 	 	 	 	
 	
Stockholders’ Equity	 	 	1,664,153	 	 	1,425,929	
Total liabilities and stockholders’ equity	 	$	3,560,163	 	$	3,055,275	

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Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
 
 	 	Six Months Ended	
 	 	July 28,	 	July 30,	
($000, unaudited)	     	2012	     	2011	
Cash Flows From Operating Activities	 	 	 	 	 	 	 	
Net earnings	 	$	390,637	 	$	321,249	 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	 	 	 	
provided by operating activities:	 	 	 	 	 	 	 	
       Depreciation and amortization	 	 	87,684	 	 	77,416	 	
       Stock-based compensation	 	 	24,241	 	 	19,280	 	
       Deferred income taxes	 	 	93	 	 	19,818	 	
       Tax benefit from equity issuance	 	 	24,577	 	 	12,336	 	
       Excess tax benefit from stock-based compensation	 	 	(23,984	)	 	(11,829	)	
       Change in assets and liabilities:	 	 	 	 	 	 	 	
              Merchandise inventory	 	 	(89,022	)	 	(102,606	)	
              Other current assets	 	 	(24,845	)	 	(22,264	)	
              Accounts payable	 	 	156,026	 	 	(32,338	)	
              Other current liabilities	 	 	(44,081	)	 	(119,906	)	
              Other long-term, net	 	 	2,837	 	 	509	 	
              Net cash provided by operating activities	 	 	504,163	 	 	161,665	 	
 	
Cash Flows From Investing Activities	 	 	 	 	 	 	 	
Additions to property and equipment	 	 	 (152,105	)	 	 (145,720	)	
Increase in restricted cash and investments	 	 	(4,970	)	 	(73,465	)	
Purchases of investments	 	 	(424	)	 	-	 	
Proceeds from investments	 	 	704	 	 	10,168	 	
              Net cash used in investing activities	 	 	(156,795	)	 	(209,017	)	
 	
Cash Flows From Financing Activities	 	 	 	 	 	 	 	
Excess tax benefit from stock-based compensation	 	 	23,984	 	 	11,829	 	
Issuance of common stock related to stock plans	 	 	11,467	 	 	10,322	 	
Treasury stock purchased	 	 	(24,603	)	 	(14,157	)	
Repurchase of common stock	 	 	(223,743	)	 	(230,227	)	
Dividends paid	 	 	(63,262	)	 	(51,623	)	
              Net cash used in financing activities	 	 	(276,157	)	 	(273,856	)	
 	
Net increase (decrease) in cash and cash equivalents	 	 	71,211	 	 	(321,208	)	
 	
Cash and cash equivalents:	 	 	 	 	 	 	 	
              Beginning of period	 	 	649,835	 	 	833,924	 	
              End of period	 	$	721,046	 	$	512,716	 	
 	
Supplemental Cash Flow Disclosures	 	 	 	 	 	 	 	
Interest paid	 	$	4,834	 	$	4,834	 	
Income taxes paid	 	$	235,260	 	$	225,265	 	
 	
Non-Cash Investing Activities	 	 	 	 	 	 	 	
Increase in fair value of investment securities	 	$	25	 	$	128	 	

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