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):
November 20, 2014

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 November 20, 2014, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended November 1, 2014. 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	November 20, 2014 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: November 20, 2014

ROSS STORES, INC.
Registrant

By: /s/Michael J. Hartshorn    
Michael Hartshorn
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	 	
 	Chief Financial Officer	 	(925) 965-4668	 	
 	(925) 965-4503	 	connie.wong@ros.com	 	

ROSS STORES REPORTS THIRD QUARTER SALES AND EARNINGS,
REITERATES FOURTH QUARTER GUIDANCE

Dublin, California, November 20, 2014 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended November 1, 2014 of $.93, up 16% from $.80 for the 13 weeks ended November 2, 2013. Net earnings for the third quarter ended November 1, 2014 were $193 million, up from $172 million for the third quarter ended November 2, 2013. Fiscal 2014 third quarter sales increased 8% to $2.599 billion, with comparable store sales up 4% over the prior year.

For the nine months ended November 1, 2014, earnings per share were $3.22, up 13% from $2.86 for the nine months ended November 2, 2013. Net earnings for the 2014 year-to-date period grew to $676 million, up from $619 million in the prior year. Sales for the first nine months of 2014 increased 7% to $8.009 billion, with comparable store sales up 2% over the same year-to-date period in 2013.

Barbara Rentler, Chief Executive Officer, commented, “We are pleased with the better-than-expected sales and earnings we achieved in the third quarter. These results were driven by our ongoing ability to deliver compelling bargains to our customers, which drove above-plan sales gains and strong merchandise gross margins. Operating margin for the quarter grew 55 basis points due to a 40 basis point improvement in cost of goods sold and a 15 basis point decline in selling, general and administrative expenses.”

Ms. Rentler continued, “We remain committed to enhancing stockholder returns through our share repurchase and dividend programs. During the first nine months of fiscal 2014, we repurchased 5.9 million shares of common stock for an aggregate price of $418 million. We remain on track to repurchase a total of $550 million in common stock in 2014, which would complete the two-year $1.1 billion stock repurchase authorization announced at the beginning of last year.”

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Fourth Quarter 2014 Guidance

Looking ahead, Ms. Rentler commented, “As we enter the fourth quarter, our merchants have acquired a wide array of exciting and sharply-priced name brand fashions and gifts to appeal to today’s value-focused shoppers. That said, we believe it is prudent to maintain a cautious outlook given the ongoing uncertainties in the macro-economic environment and the likelihood of an intensely competitive and promotional holiday season. As a result, while we hope to do better, we are maintaining our current guidance for the fourth quarter.”

For the 13 weeks ending January 31, 2015, the Company continues to project comparable store sales up 1% to 2% with earnings per share forecast to be $1.05 to $1.09, up from $1.02 for the 13 weeks ended February 1, 2014. For the 52 weeks ending January 31, 2015, earnings per share are now projected to increase 10% to 11% to $4.28 to $4.32, compared to $3.88 for the 52 weeks ended February 1, 2014.

The Company will provide additional details concerning its third quarter results, fourth quarter and fiscal 2014 guidance, and business outlook on a conference call to be held on Thursday, November 20, 2014 at 4:15 p.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 be available at the website address and via a telephone recording until 8:00 p.m. Eastern time on November 28, 2014 at 404-537-3406, PIN #28126196.

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Forward-Looking Statements:  This press release 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, store, 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; 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, finding new distribution center sites, 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 2013 and Form 10-Q and 8-Ks for fiscal 2014.  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 2013 revenues of $10.2 billion. The Company operates Ross Dress for Less ®  (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,214 locations in 33 states, the District of Columbia and Guam as of November 1, 2014. 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 152 dd’s DISCOUNTS ®  in 15 states as of November 1, 2014 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	 	Nine Months Ended	
 	 	 	 	 	November 1,	
 	 	November 2,	
 	 	November 1,	
 	 	November 2,	
 	
($000, except stores and per share data, unaudited)	 	 	2014	
 	 	2013	
 	 	2014	
 	 	2013	

Sales	 	 	$	2,598,820	
 	 	$	2,398,122	
 	 	$	8,008,979	
 	 	$	7,489,313	

Costs and Expenses	 	 	 	 	 	 	 	 	 	
 	Costs of goods sold	 	 	1,882,185	
 	 	1,746,235	
 	 	5,734,387	
 	 	5,368,823	
 	
 	Selling, general and administrative	 	 	410,002	
 	 	381,860	
 	 	1,185,029	
 	 	1,125,021	
 	
 	Interest expense (income), net	 	 	777	
 	 	(152	)	 	577	
 	 	(118	)	
 	 	Total costs and expenses	 	 	2,292,964	
 	 	2,127,943	
 	 	6,919,993	
 	 	6,493,726	

Earnings before taxes	 	 	305,856	
 	 	270,179	
 	 	1,088,986	
 	 	995,587	
 	
Provision for taxes on earnings	 	 	113,136	
 	 	98,561	
 	 	412,792	
 	 	376,236	
 	
Net earnings	 	 	$	192,720	
 	 	$	171,618	
 	 	$	676,194	
 	 	$	619,351	

Earnings per share	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	$	0.94	
 	 	$	0.81	
 	 	$	3.26	
 	 	$	2.90	
 	
 	Diluted	 	 	$	0.93	
 	 	$	0.80	
 	 	$	3.22	
 	 	$	2.86	

 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	205,866	
 	 	211,986	
 	 	207,460	
 	 	213,743	
 	
 	Diluted	 	 	207,965	
 	 	214,803	
 	 	209,741	
 	 	216,662	

 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.20	
 	 	$	0.17	
 	 	$	0.60	
 	 	$	0.34	

 	 	 	 	 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,366	
 	 	1,285	
 	 	1,366	
 	 	1,285	

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Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	November 1, 2014	
 	 	November 2, 2013	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	571,578	
 	 	$	372,270	
 	
 	Short-term investments	 	—	
 	 	12,016	
 	
 	Accounts receivable	 	75,895	
 	 	72,819	
 	
 	Merchandise inventory	 	1,495,013	
 	 	1,430,467	
 	
 	Prepaid expenses and other	 	143,665	
 	 	145,646	
 	
 	Deferred income taxes	 	16,342	
 	 	16,871	
 	
 	 	Total current assets	 	2,302,493	
 	 	2,050,089	

Property and equipment, net	 	2,201,620	
 	 	1,740,879	
 	
Long-term investments	 	3,634	
 	 	4,212	
 	
Other long-term assets	 	161,495	
 	 	151,543	
 	
Total assets	 	$	4,669,242	
 	 	$	3,946,723	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	1,131,717	
 	 	$	908,797	
 	
 	Accrued expenses and other	 	395,126	
 	 	349,894	
 	
 	Accrued payroll and benefits	 	240,081	
 	 	238,006	
 	
 	 	Total current liabilities	 	1,766,924	
 	 	1,496,697	

Long-term debt	 	398,339	
 	 	150,000	
 	
Other long-term liabilities	 	278,254	
 	 	279,654	
 	
Deferred income taxes	 	38,429	
 	 	79,245	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,187,296	
 	 	1,941,127	
 	
Total liabilities and stockholders’ equity	 	$	4,669,242	
 	 	$	3,946,723	

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Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Nine Months Ended	
($000, unaudited)	 	November 1, 2014	
 	 	November 2, 2013	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	676,194	
 	 	$	619,351	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	170,321	
 	 	149,411	
 	
 	Stock-based compensation	 	38,776	
 	 	35,672	
 	
 	Deferred income taxes	 	(26,557	)	 	(1,520	)	
 	Tax benefit from equity issuance	 	30,648	
 	 	27,678	
 	
 	Excess tax benefit from stock-based compensation	 	(30,073	)	 	(26,998	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(237,858	)	 	(221,230	)	
 	 	Other current assets	 	(53,561	)	 	(63,749	)	
 	 	Accounts payable	 	353,184	
 	 	138,821	
 	
 	 	Other current liabilities	 	67,769	
 	 	(876	)	
 	 	Other long-term, net	 	(6,861	)	 	24,661	
 	
 	 	Net cash provided by operating activities	 	981,982	
 	 	681,221	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(551,545	)	 	(423,211	)	
Increase in restricted cash and investments	 	(4,764	)	 	(2,832	)	
Purchases of investments	 	—	
 	 	(12,012	)	
Proceeds from investments	 	12,022	
 	 	1,150	
 	
 	 	Net cash used in investing activities	 	(544,287	)	 	(436,905	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	30,073	
 	 	26,998	
 	
Proceeds from issuance of long-term debt	 	246,200	
 	 	—	
 	
Issuance of common stock related to stock plans	 	18,405	
 	 	16,069	
 	
Treasury stock purchased	 	(38,678	)	 	(29,114	)	
Repurchase of common stock	 	(418,478	)	 	(421,345	)	
Dividends paid	 	(126,807	)	 	(111,415	)	
 	 	Net cash used in financing activities	 	(289,285	)	 	(518,807	)	
 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	148,410	
 	 	(274,491	)	
 	 	 	 	 	 	 	
Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	423,168	
 	 	646,761	
 	
 	 	End of period	 	$	571,578	
 	 	$	372,270	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	4,834	
 	 	$	4,834	
 	
Income taxes paid	 	$	461,108	
 	 	$	424,260	

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