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 22, 2013

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 22, 2013, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended August 3, 2013. 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 22, 2013 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 22, 2013

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

ROSS STORES REPORTS SECOND QUARTER SALES AND EARNINGS,
ISSUES SECOND HALF 2013 GUIDANCE

          Pleasanton, California, August 22, 2013 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended August 3, 2013 of $.98, up from $.81 for the 13 weeks ended July 28, 2012. These results represent a 21% increase on top of a 27% gain in last year’s second quarter. Net earnings for the 2013 second quarter grew 17% to $213.1 million, up from $182.0 million in the prior year.

     Second quarter 2013 sales increased 9% to $2.551 billion, up from $2.341 billion in the second quarter of 2012. Comparable store sales for the 13 weeks ended August 3, 2013 rose 4% over the 13 weeks ended August 4, 2012. This compared to a strong same store sales gain of 7% for the 13 weeks ended July 28, 2012.

     For the six months ended August 3, 2013, earnings per share were $2.06, up from $1.74 for the six months ended July 28, 2012. These results represent earnings per share growth of 18% on top of a 26% gain in the first half of 2012. Net earnings for the six months ended August 3, 2013 were $447.7 million, up 15% from $390.6 million in the first half of 2012. Sales for the first six months of 2013 increased 8% to $5.091 billion, with comparable store sales up 3% on top of a robust 8% gain for the six months ended July 28, 2012.

     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 2013, which were mainly driven by above-plan sales and merchandise gross margin. Our performance for both the quarter and year-to-date periods continues to benefit from the solid execution of our core off-price strategy of delivering compelling name brand bargains to today’s value-focused consumers.”

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     Mr. Balmuth continued, “Operating margin for the second quarter grew to a record 13.6%, up from 12.8% in the prior year. This increased level of profitability was driven by a 70 basis point improvement in cost of goods sold, mainly due to higher merchandise gross margin, and a 10 basis point decline in selling, general and administrative expenses.”

     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 2013, we repurchased 4.4 million shares of common stock for an aggregate price of $277 million. We remain on track to buy back a total of $550 million in common stock during fiscal 2013 under the two-year $1.1 billion program authorized at the beginning of this year.”

     Mr. Balmuth continued, “Looking ahead, given the ongoing uncertainty in the macro-economic environment and the potential for a more promotional and competitive retail climate, we believe it is prudent to maintain a somewhat cautious outlook for the remainder of the year. While we hope to do better, we continue to project earnings per share of $.75 to $.78 for the 13 weeks ending November 2, 2013. This compares to $.72 in last year’s third quarter, which included about $.02 from better-than-expected shortage results. Our forecast for the 13 weeks ending February 1, 2014 also remains unchanged, with earnings per share targeted to be in the range of $.99 to $1.03. This compares to earnings per share for the 14 weeks ended February 2, 2013 of $1.07, which included a $.10 benefit from the 53 rd  week in 2012. This earnings guidance is based on same store sales that are projected to increase 2% to 3% for both the third and fourth quarters of 2013.”

     For the 52 weeks ending February 1, 2014, the Company is now forecasting earnings per share of $3.80 to $3.87, up from $3.53 for the 53 weeks ended February 2, 2013. On a 52-week basis, the Company’s updated projection for fiscal 2013 represents estimated EPS growth of 11% to 13% on top of strong prior year gains of 20% and 24%, respectively in 2012 and 2011.

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     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 22, 2013 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 29, 2013 at 404-537-3406, ID #32638960.

    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 retailing merchandise industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise; impacts from the macroeconomic 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 geo-economic 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 through the implementation of new processes and systems enhancements; managing our planned data center and headquarters moves without disruption or unanticipated costs; 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 2012 and Form 10-Q and 8-Ks for fiscal 2013. 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.

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     Ross Stores, Inc. is an S&P 500, Fortune 500 and Nasdaq 100 (ROST) company headquartered in Pleasanton, California, with fiscal 2012 revenues of $9.7 billion. The Company operates Ross Dress for Less® ("Ross"), the largest off-price apparel and home fashion chain in the United States with 1,131 locations in 33 states, the District of Columbia and Guam as of August 3, 2013. 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 122 dd's DISCOUNTS® in ten 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	
 	August 3,	      	July 28,	      	August 3,	      	July 28,	
($000, except stores and per share data, unaudited)	2013	 	2012	 	2013	 	2012	
Sales	$ 	2,551,277	 	 	$ 	2,340,855	 	$ 	5,091,191	 	$ 	4,697,696	
      	
Costs and Expenses	 	 	 	 	 	 	 	 	 	 	 	 	
       Costs of goods sold	 	1,823,777	 	 	 	1,689,643	 	 	3,622,588	 	 	3,368,770	
       Selling, general and administrative	 	381,193	 	 	 	352,089	 	 	743,161	 	 	689,900	
       Interest (income) expense, net	 	(175	)	 	 	2,086	 	 	34	 	 	4,318	
              Total costs and expenses	 	2,204,795	 	 	 	2,043,818	 	 	4,365,783	 	 	4,062,988	
      	
Earnings before taxes	 	346,482	 	 	 	297,037	 	 	725,408	 	 	634,708	
Provision for taxes on earnings	 	133,361	 	 	 	115,013	 	 	277,675	 	 	244,071	
Net earnings	$	213,121	 	 	$	182,024	 	$	447,733	 	$	390,637	
      	
Earnings per share	 	 	 	 	 	 	 	 	 	 	 	 	
       Basic	$	1.00	 	 	$	0.83	 	$	2.09	 	$	1.77	
       Diluted	$	0.98	 	 	$	0.81	 	$	2.06	 	$	1.74	

Weighted average shares outstanding (000)	 	 	 	 	 	 	 	 	 	 	 	 	
      Basic	 	213,836	 	 	 	220,065	 	 	214,622	 	 	220,585	
      Diluted	 	216,613	 	 	 	223,605	 	 	217,570	 	 	224,289	

Dividends	 	 	 	 	 	 	 	 	 	 	 	 	
      Cash dividends declared per share	$	0.17	 	 	$	0.14	 	$	0.17	 	$	0.14	

Stores open at end of period	 	1,253	 	 	 	1,174	 	 	1,253	 	 	1,174	

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Ross Stores, Inc.
Condensed Consolidated Balance Sheets
 	      	August 3,	      	July 28,	
($000, unaudited)	 	2013	 	2012	
Assets	 	 	 	 	 	 	
      	
Current Assets	 	 	 	 	 	 	
       Cash and cash equivalents	 	$	550,565	 	$	721,046	
       Short-term investments	 	 	13	 	 	1,456	
       Accounts receivable	 	 	79,202	 	 	65,731	
       Merchandise inventory	 	 	1,330,536	 	 	1,219,092	
       Prepaid expenses and other	 	 	115,025	 	 	98,718	
       Deferred income taxes	 	 	23,136	 	 	11,949	
              Total current assets	 	 	2,098,477	 	 	2,117,992	
      	
Property and equipment, net	 	 	1,646,457	 	 	1,295,097	
Long-term investments	 	 	4,215	 	 	4,540	
Other long-term assets	 	 	159,336	 	 	142,534	
Total assets	 	$ 	3,908,485	 	$ 	3,560,163	
      	
Liabilities and Stockholders’ Equity	 	 	 	 	 	 	
      	
Current Liabilities	 	 	 	 	 	 	
       Accounts payable	 	$	938,059	 	$	885,892	
       Accrued expenses and other	 	 	342,851	 	 	315,748	
       Accrued payroll and benefits	 	 	190,904	 	 	199,937	
       Income taxes payable	 	 	-	 	 	13,559	
              Total current liabilities	 	 	1,471,814	 	 	1,415,136	
      	
Long-term debt	 	 	150,000	 	 	150,000	
Other long-term liabilities	 	 	270,776	 	 	215,910	
Deferred income taxes	 	 	84,925	 	 	114,964	
      	
Commitments and contingencies	 	 	 	 	 	 	
      	
Stockholders’ Equity	 	 	1,930,970	 	 	1,664,153	
Total liabilities and stockholders’ equity	 	$	3,908,485	 	$	3,560,163	

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Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
 	      	Six Months Ended	
 	 	August 3,	      	July 28,	
($000, unaudited)	 	2013	 	2012	
Cash Flows From Operating Activities	 	 	 	 	 	 	 	 	
Net earnings	 	$ 	447,733	 	 	$ 	390,637	 	
Adjustments to reconcile net earnings to net cash	 	 	 	 	 	 	 	 	
provided by operating activities:	 	 	 	 	 	 	 	 	
       Depreciation and amortization	 	 	98,853	 	 	 	87,684	 	
       Stock-based compensation	 	 	24,211	 	 	 	24,241	 	
       Deferred income taxes	 	 	(2,105	)	 	 	93	 	
       Tax benefit from equity issuance	 	 	22,544	 	 	 	24,577	 	
       Excess tax benefit from stock-based compensation	 	 	(22,123	)	 	 	(23,984	)	
       Change in assets and liabilities:	 	 	 	 	 	 	 	 	
              Merchandise inventory	 	 	(121,299	)	 	 	(89,022	)	
              Other current assets	 	 	(36,751	)	 	 	(24,845	)	
              Accounts payable	 	 	168,084	 	 	 	156,026	 	
              Other current liabilities	 	 	(61,570	)	 	 	(44,081	)	
              Other long-term, net	 	 	14,751	 	 	 	2,837	 	
              Net cash provided by operating activities	 	 	532,328	 	 	 	504,163	 	
      	
Cash Flows From Investing Activities	 	 	 	 	 	 	 	 	
Additions to property and equipment	 	 	(271,690	)	 	 	(152,105	)	
Increase in restricted cash and investments	 	 	(12,345	)	 	 	(4,970	)	
Purchases of investments	 	 	-	 	 	 	(424	)	
Proceeds from investments	 	 	1,139	 	 	 	704	 	
              Net cash used in investing activities	 	 	(282,896	)	 	 	(156,795	)	
      	
Cash Flows From Financing Activities	 	 	 	 	 	 	 	 	
Excess tax benefit from stock-based compensation	 	 	22,123	 	 	 	23,984	 	
Issuance of common stock related to stock plans	 	 	10,213	 	 	 	11,467	 	
Treasury stock purchased	 	 	(26,752	)	 	 	(24,603	)	
Repurchase of common stock	 	 	(276,608	)	 	 	(223,743	)	
Dividends paid	 	 	(74,604	)	 	 	(63,262	)	
              Net cash used in financing activities	 	 	(345,628	)	 	 	(276,157	)	
      	
Net (decrease) increase in cash and cash equivalents	 	 	(96,196	)	 	 	71,211	 	
      	
Cash and cash equivalents:	 	 	 	 	 	 	 	 	
              Beginning of period	 	 	646,761	 	 	 	649,835	 	
              End of period	 	$	550,565	 	 	$	721,046	 	
      	
Supplemental Cash Flow Disclosures	 	 	 	 	 	 	 	 	
Interest paid	 	$	4,834	 	 	$	4,834	 	
Income taxes paid	 	$	305,040	 	 	$	235,260	 	
      	
Non-Cash Investing Activities	 	 	 	 	 	 	 	 	
(Decrease) increase in fair value of investment securities	 	$	(227	)	 	$	25	 	

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