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 21, 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 August 21, 2014, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended August 2, 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	August 21, 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: August 21, 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 SECOND QUARTER SALES AND EARNINGS,
ISSUES SECOND HALF 2014 GUIDANCE

Dublin, California, August 21, 2014 -- Ross Stores, Inc. (Nasdaq: ROST) today reported that earnings per share for the 13 weeks ended August 2, 2014 rose 16% to $1.14, up from $.98 for the 13 weeks ended August 3, 2013. Net earnings for the 2014 second quarter grew 12% to $239.6 million, up from $213.1 million in the prior year. Second quarter 2014 sales increased 7% to $2.730 billion, compared to $2.551 billion in the second quarter of 2013. Comparable store sales for the 13 weeks ended August 2, 2014 grew 2% on top of a 4% gain for the 13 weeks ended August 3, 2013.

For the six months ended August 2, 2014, earnings per share increased 12% to $2.30, up from $2.06 for the six months ended August 3, 2013. Net earnings for the six months ended August 2, 2014 were $483.5 million, up 8% from $447.7 million in the first half of 2013. Sales for the first six months of 2014 rose 6% to $5.410 billion on a comparable store sales gain of 2% versus a 3% increase for the same period last year. Both the quarter and the first six months include a one-time benefit to earnings, equivalent to approximately $.02 per share, from the favorable resolution of an outstanding legal matter.

Barbara Rentler, Chief Executive Officer, commented, “Our second quarter sales performed at the high-end of our expectations as today’s value-focused consumers continued to respond to our wide assortment of competitive name brand bargains. Merchandise gross margin was above plan, which coupled with strong expense controls, enabled us to deliver quarterly earnings per share that were above the high end of our guidance.”

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Ms. Rentler continued, “Operating margin for the second quarter grew to a record 14.3%, up from 13.6% in the prior year. This increased level of profitability was driven by a 25 basis point improvement in cost of goods sold, mainly due to higher merchandise gross margin, and a 45 basis point decline in selling, general and administrative expenses which benefited from tight expense controls and resolution of the aforementioned legal matter.”

Ms. Rentler noted, “We also continue to enhance stockholder returns through our stock repurchase and dividend programs. During the first six months of fiscal 2014, we repurchased 4.1 million shares of common stock for an aggregate price of $277 million. As a result, we remain on track to buy back a total of $550 million in common stock during fiscal 2014, which would complete the two-year $1.1 billion program authorized at the beginning of 2013.”

Looking ahead, Ms. Rentler said, “For the 13 weeks ending November 1, 2014, earnings per share are projected to be $.83 to $.87, up from $.80 in last year’s third quarter. For the 13 weeks ending January 31, 2015, earnings per share are forecast to be in the range of $1.05 to $1.09, up from $1.02 in the 2013 fourth quarter. Earnings per share for the 52 weeks ending January 31, 2015 are now forecast to be $4.18 to $4.26, up from $3.88 for the 52 weeks ended February 1, 2014. These guidance ranges are based on same store sales that are projected to increase 1% to 2% for both the third and fourth quarters of 2014.”

The Company will provide additional details concerning its second quarter results and management’s outlook for the remainder of the year on a conference call to be held on Thursday, August 21, 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 also be available at the website address, and via a telephone recording through 8:00 p.m. Eastern time on Thursday, August 28, 2014 at 404-537-3406, ID #82563802.

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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 1,194 locations in 33 states, the District of Columbia and Guam as of August 2, 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 144 dd’s DISCOUNTS ®  in 13 states as of August 2, 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	 	Six Months Ended	
 	 	 	 	 	August 2,	
 	 	August 3,	
 	 	August 2,	
 	 	August 3,	
 	
($000, except stores and per share data, unaudited)	 	 	2014	
 	 	2013	
 	 	2014	
 	 	2013	

Sales	 	 	$	2,729,566	
 	 	$	2,551,277	
 	 	$	5,410,159	
 	 	$	5,091,191	

Costs and Expenses	 	 	 	 	 	 	 	 	 	
 	Costs of goods sold	 	 	1,944,017	
 	 	1,823,777	
 	 	3,852,202	
 	 	3,622,588	
 	
 	Selling, general and administrative	 	 	395,225	
 	 	381,193	
 	 	775,027	
 	 	743,161	
 	
 	Interest (income) expense, net	 	 	(95	)	 	(175	)	 	(200	)	 	34	
 	
 	 	Total costs and expenses	 	 	2,339,147	
 	 	2,204,795	
 	 	4,627,029	
 	 	4,365,783	

Earnings before taxes	 	 	390,419	
 	 	346,482	
 	 	783,130	
 	 	725,408	
 	
Provision for taxes on earnings	 	 	150,858	
 	 	133,361	
 	 	299,656	
 	 	277,675	
 	
Net earnings	 	 	$	239,561	
 	 	$	213,121	
 	 	$	483,474	
 	 	$	447,733	

Earnings per share	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	$	1.15	
 	 	$	1.00	
 	 	$	2.32	
 	 	$	2.09	
 	
 	Diluted	 	 	$	1.14	
 	 	$	0.98	
 	 	$	2.30	
 	 	$	2.06	

 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding (000)	 	 	 	 	 	 	 	 	 	
 	Basic	 	 	207,565	
 	 	213,836	
 	 	208,257	
 	 	214,622	
 	
 	Diluted	 	 	209,653	
 	 	216,613	
 	 	210,607	
 	 	217,570	

 	 	 	 	 	 	 	 	 	 	 	 	
Dividends	 	 	 	 	 	 	 	 	 	
 	Cash dividends declared per share	 	 	$	0.20	
 	 	$	0.17	
 	 	$	0.40	
 	 	$	0.17	

 	 	 	 	 	 	 	 	 	 	 	 	
Stores open at end of period	 	 	1,338	
 	 	1,253	
 	 	1,338	
 	 	1,253	

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Ross Stores, Inc.	
Condensed Consolidated Balance Sheets	

($000, unaudited)	 	August 2, 2014	
 	 	August 3, 2013	
 	
Assets	 	 	 	 	
 	 	 	 	 	 	 	
Current Assets	 	 	 	 	
 	Cash and cash equivalents	 	$	549,784	
 	 	$	550,565	
 	
 	Short-term investments	 	—	
 	 	13	
 	
 	Accounts receivable	 	85,218	
 	 	79,202	
 	
 	Merchandise inventory	 	1,258,820	
 	 	1,330,536	
 	
 	Prepaid expenses and other	 	115,953	
 	 	115,025	
 	
 	Deferred income taxes	 	14,090	
 	 	23,136	
 	
 	 	Total current assets	 	2,023,865	
 	 	2,098,477	

Property and equipment, net	 	1,979,288	
 	 	1,646,457	
 	
Long-term investments	 	3,660	
 	 	4,215	
 	
Other long-term assets	 	161,019	
 	 	159,336	
 	
Total assets	 	$	4,167,832	
 	 	$	3,908,485	

Liabilities and Stockholders’ Equity	 	 	 	 	
 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	
 	Accounts payable	 	$	967,915	
 	 	$	938,059	
 	
 	Accrued expenses and other	 	367,451	
 	 	342,851	
 	
 	Accrued payroll and benefits	 	189,585	
 	 	190,904	
 	
 	Income taxes payable	 	7,170	
 	 	—	
 	
 	 	Total current liabilities	 	1,532,121	
 	 	1,471,814	

Long-term debt	 	150,000	
 	 	150,000	
 	
Other long-term liabilities	 	283,584	
 	 	270,776	
 	
Deferred income taxes	 	52,800	
 	 	84,925	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ Equity	 	2,149,327	
 	 	1,930,970	
 	
Total liabilities and stockholders’ equity	 	$	4,167,832	
 	 	$	3,908,485	

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Ross Stores, Inc.	
Condensed Consolidated Statements of Cash Flows	

 	 	 	 	Six Months Ended	
($000, unaudited)	 	August 2, 2014	
 	 	August 3, 2013	

Cash Flows From Operating Activities	 	 	 	 	
Net earnings	 	$	483,474	
 	 	$	447,733	
 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	
provided by operating activities:	 	 	 	 	
 	Depreciation and amortization	 	110,670	
 	 	98,853	
 	
 	Stock-based compensation	 	25,095	
 	 	24,211	
 	
 	Deferred income taxes	 	(9,934	)	 	(2,105	)	
 	Tax benefit from equity issuance	 	24,061	
 	 	22,544	
 	
 	Excess tax benefit from stock-based compensation	 	(23,755	)	 	(22,123	)	
 	Change in assets and liabilities:	 	 	 	 	
 	 	Merchandise inventory	 	(1,665	)	 	(121,299	)	
 	 	Other current assets	 	(34,536	)	 	(36,751	)	
 	 	Accounts payable	 	189,896	
 	 	168,084	
 	
 	 	Other current liabilities	 	(12,101	)	 	(61,570	)	
 	 	Other long-term, net	 	(9,414	)	 	14,751	
 	
 	 	Net cash provided by operating activities	 	741,791	
 	 	532,328	

Cash Flows From Investing Activities	 	 	 	 	
Additions to property and equipment	 	(253,350	)	 	(271,690	)	
Increase in restricted cash and investments	 	(7,043	)	 	(12,345	)	
Proceeds from investments	 	12,022	
 	 	1,139	
 	
 	 	Net cash used in investing activities	 	(248,371	)	 	(282,896	)	
 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	
Excess tax benefit from stock-based compensation	 	23,755	
 	 	22,123	
 	
Issuance of common stock related to stock plans	 	9,318	
 	 	10,213	
 	
Treasury stock purchased	 	(37,605	)	 	(26,752	)	
Repurchase of common stock	 	(277,391	)	 	(276,608	)	
Dividends paid	 	(84,881	)	 	(74,604	)	
 	 	Net cash used in financing activities	 	(366,804	)	 	(345,628	)	
 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	126,616	
 	 	(96,196	)	
 	 	 	 	 	 	 	
Cash and cash equivalents:	 	 	 	 	
 	 	Beginning of period	 	423,168	
 	 	646,761	
 	
 	 	End of period	 	$	549,784	
 	 	$	550,565	

Supplemental Cash Flow Disclosures	 	 	 	 	
Interest paid	 	$	4,834	
 	 	$	4,834	
 	
Income taxes paid	 	$	299,762	
 	 	$	305,040	

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