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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):
March 4, 2025

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, par value $.01ROSTNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition.
On March 4, 2025, the Company issued a press release regarding the Company’s financial results for its fiscal quarter and fiscal year ended February 1, 2025. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.                         
    
Exhibit
No.		Description
99.1
104Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)



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: March 4, 2025

ROSS STORES, INC.
Registrant
By:/s/Adam Orvos
Adam Orvos
Executive Vice President and Chief Financial Officer
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Exhibit 99.1
image_0a.jpg__________________________________________________________________


FOR IMMEDIATE RELEASE

Contact:Adam OrvosConnie Kao
Executive Vice President,Group Vice President, Investor Relations
Chief Financial Officer(925) 965-4668
(925) 965-4550connie.kao@ros.com

ROSS STORES REPORTS RESULTS
FOR FOURTH QUARTER AND FISCAL 2024

ANNOUNCES 10% INCREASE IN QUARTERLY CASH DIVIDEND

PROVIDES FIRST QUARTER AND FISCAL 2025 GUIDANCE



Dublin, California, March 4, 2025 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended February 1, 2025 of $1.79, compared with $1.82 per share for the 14 weeks ended February 3, 2024. Net income for the period was $587 million, versus $610 million last year. Sales for the 13 weeks ended February 1, 2025 were $5.9 billion, with comparable store sales up 3% on top of a robust 7% gain in the same period last year.

Fiscal 2024 earnings per share for the 52 weeks ended February 1, 2025 were $6.32, up from $5.56 in the 53-week fiscal 2023 year ended February 3, 2024. Net earnings for fiscal 2024 rose to $2.1 billion on sales of $21.1 billion, up from net earnings of $1.9 billion in fiscal 2023 on sales of $20.4 billion. Comparable store sales for the 52 weeks ended February 1, 2025 grew 3% versus a 5% gain in fiscal 2023.

Both the fourth quarter and full year results included a one-time benefit to earnings, equivalent to approximately $0.14 per share, related to the sale of a packaway facility. Additionally, as a reminder, prior year sales and earnings results for the 2023 fourth quarter and fiscal year included approximately $308 million in sales and a $0.20 earnings per share benefit from the 53rd week.

Jim Conroy, Chief Executive Officer, commented, “Fourth quarter sales and earnings results were at the high end of our expectations. Sales benefited from customers’ positive responses to our improved assortments of quality branded bargains throughout our stores during the critical holiday selling season.”


ROSS STORES, INC. 5130 Hacienda Drive, Dublin, CA 94568 (925) 965-4400
        

Mr. Conroy continued, “Fourth quarter operating margin of 12.4% was flat to last year. The benefit from the previously mentioned packaway facility sale was offset by planned declines in merchandise margin and unfavorable timing of packaway-related costs. The sale of the facility contributed about 105 basis points to this year’s fourth quarter operating margin while the 53rd week benefited the prior year’s period by about 80 basis points.”

Update on Shareholder Payouts

During the recently completed fourth quarter, 1.7 million shares were repurchased for a total price of $262 million. For fiscal 2024, a total of 7.3 million shares of common stock were repurchased for an aggregate purchase price of $1.05 billion. These purchases were made pursuant to the two-year $2.1 billion program announced in March 2024. We expect to complete the $1.05 billion remaining under this authorization in fiscal 2025.

The Board of Directors also recently authorized a 10% increase in the Company’s quarterly cash dividend to $0.405 per share. This higher quarterly dividend amount is payable on March 31, 2025 to stockholders of record as of March 18, 2025.

Mr. Conroy noted, “We ended the year with $4.7 billion of cash after funding the growth and capital needs of our business. Our ongoing share buyback and increased dividend programs reflect our longstanding commitment to return excess cash to our shareholders.”

Fiscal 2025 Guidance

Looking ahead, Mr. Conroy said, “While we were pleased with our 2024 results, including the holiday selling period, sales trends began softening later in January and into February. We believe a combination of unseasonable weather and heightened volatility in the macroeconomic and geopolitical environments has negatively impacted customer traffic. Given the lack of visibility we have on these external factors, we believe it is prudent to take a cautious approach in forecasting our business, especially as we start the year.”

Mr. Conroy continued, “For the 13 weeks ending May 3, 2025, comparable store sales are forecasted to be down 3% to flat versus a 3% gain last year. If sales perform in line with this plan, earnings per share are projected to be $1.33 to $1.47, compared to $1.46 in the first quarter ended May 4, 2024.”

Mr. Conroy added, “For the 52 weeks ending January 31, 2026, while we hope to do better, we are planning same store sales of down 1% to up 2% on top of a 3% gain in 2024. Based on these assumptions, fiscal 2025 earnings per share are projected to be $5.95 to $6.55 compared to $6.32 for the fiscal year ended February 1, 2025. As previously mentioned, fiscal 2024 results included a per share benefit of $0.14 from the facility sale.”

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Mr. Conroy concluded, “We have an incredibly talented and dedicated team at Ross with deep-rooted off-price experience that helped deliver solid results in 2024. As we move forward, we believe that some of the recent challenges we are seeing could be transitory in nature. As we continue to navigate through a difficult external environment, we will search for opportunities to drive the business and to carefully manage what we can control.”

The Company will host a conference call on Tuesday, March 4, 2025 at 4:15 p.m. Eastern time to provide additional details concerning its fourth quarter and fiscal year 2024 results, and management’s outlook for fiscal 2025. 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 201-612-7415, PIN #13751804 until 8:00 p.m. Eastern time on March 11, 2025, as well as on the Company’s website.
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Forward-Looking Statements: This press release and the related conference call remarks contain forward-looking statements regarding, without limitation, projected sales, costs, and earnings, planned new store growth, capital expenditures, and other matters. These forward-looking statements reflect our then-current beliefs, plans, and estimates with respect to future events and our projected financial performance and operations, and they 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,” “outlook,” “looking ahead,” and similar expressions identify forward-looking statements. Risk factors for Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS® include without limitation, uncertainties arising from the macroeconomic environment, including inflation and the price of necessities, high interest rates, housing costs, energy and fuel costs, financial and credit market conditions, recession concerns, geopolitical conditions, and public health and public safety issues that affect consumer confidence, consumer disposable income, and shopping behavior, as well as our costs; unexpected changes in the level of consumer spending on, or preferences for, apparel and home-related merchandise, which could adversely affect us; competitive pressures in the apparel and home-related merchandise retailing industry; our need to effectively manage our inventories, markdowns, and inventory shortage in order to achieve our planned gross margins; changes in U.S. tax, tariff, or trade policy regarding apparel and home-related merchandise produced in other countries, which could adversely affect our business; risks associated with importing and selling merchandise produced in other countries, including risks from supply chain disruption, shipping delays, and higher than expected ocean freight costs; unseasonable weather or extreme temperatures that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise; our dependence on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to anticipate consumer preferences and to purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices; information or data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could disrupt our operations, and result in theft or unauthorized disclosure of confidential and valuable business information, such as customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business; disruptions in our supply chain or in our information systems, including from ransomware or other cyber-attacks, that could impact our ability to process sales and to deliver product to our stores in a timely and cost-effective manner; our need to obtain acceptable new store sites with favorable consumer demographics to achieve our planned store openings; our need to expand in existing markets and enter new geographic markets in order to achieve planned growth and market penetration; consumer problems or legal issues involving the quality, safety, or authenticity of products we sell, which could harm our reputation, result in lost sales, and/or increase our costs; an adverse outcome in various legal, regulatory, or tax matters, or the adoption of new federal or state tax legislation that increases tax rates or adds new taxes, that could increase our costs; damage to our corporate reputation or brands (including from adverse social media postings – whether true or erroneous) that could adversely affect our sales and operating results; our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies; our need to effectively advertise and market our business; possible volatility in our revenues and earnings; a public health or public safety crisis, or a natural or man-made disaster in California or another region where we have a concentration of stores, offices, or a distribution center, that could harm our business; and our need to maintain sufficient liquidity to support our continuing operations and our new store openings. Other risk factors are set forth in our SEC filings including the Form 10-K for fiscal 2023 and fiscal 2024 Form 8-Ks and 10-Qs on file with the SEC. The factors underlying our forecasts and plans are dynamic and subject to change. As a result, any forecasts or forward-looking statements speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time. We disclaim any obligation to update or revise these forward-looking statements.

About Ross Stores, Inc.
Ross Stores, Inc. is an S&P 500, Fortune 500, and Nasdaq 100 (ROST) company headquartered in Dublin, California, with fiscal 2024 revenues of $21.1 billion. The Company operates Ross Dress for Less® (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,831 locations in 43 states, the District of Columbia, and Guam at fiscal 2024 year-end. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day. The Company also operates 355 dd’s DISCOUNTS® stores in 22 states at fiscal 2024 year-end 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 savings of 20% to 70% off moderate department and discount store regular prices every day. Additional information is available at www.rossstores.com.

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Ross Stores, Inc.
Condensed Consolidated Statements of Earnings
Three Months EndedTwelve Months Ended
($000, except stores and per share data, unaudited)February 1, 2025February 3, 2024February 1, 2025February 3, 2024
Sales$5,912,279 $6,022,501 $21,129,219 $20,376,941 
Costs and Expenses
Cost of goods sold4,343,622 4,375,360 15,260,506 14,801,601 
Selling, general and administrative837,633 903,087 3,283,127 3,267,677 
Operating income731,024 744,054 2,585,586 2,307,663 
Interest income, net(39,741)(52,188)(171,568)(164,118)
Earnings before taxes770,765 796,242 2,757,154 2,471,781 
Provision for taxes on earnings183,981 186,559 666,424 597,261 
Net earnings$586,784 $609,683 $2,090,730 $1,874,520 
Earnings per share
Basic$1.80 $1.83 $6.36 $5.59 
Diluted$1.79 $1.82 $6.32 $5.56 
Weighted-average shares outstanding (000)
Basic326,014 332,399 328,593 335,187 
Diluted328,519 335,018 330,984 337,433 
Store count at end of period2,186 2,109 2,186 2,109 
5

Ross Stores, Inc.
Condensed Consolidated Balance Sheets
($000, unaudited)February 1, 2025February 3, 2024
Assets
Current Assets
Cash and cash equivalents$4,730,744 $4,872,446 
Accounts receivable144,482 130,766 
Merchandise inventory2,444,513 2,192,220 
Prepaid expenses and other218,957 202,706 
Total current assets7,538,696 7,398,138 
Property and equipment, net3,792,403 3,531,901 
Operating lease assets3,294,858 3,126,841 
Other long-term assets279,375 243,229 
Total assets$14,905,332 $14,300,109 
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable$2,126,317 $1,955,850 
Accrued expenses and other626,490 671,867 
Current operating lease liabilities703,337 683,625 
Accrued payroll and benefits462,284 548,371 
Income taxes payable43,666 76,370 
Current portion of long-term debt699,731 249,713 
Total current liabilities4,661,825 4,185,796 
Long-term debt1,515,080 2,211,017 
Non-current operating lease liabilities2,764,281 2,603,349 
Other long-term liabilities267,911 232,383 
Deferred income taxes187,040 196,238 
Commitments and contingencies
Stockholders’ Equity5,509,195 4,871,326 
Total liabilities and stockholders’ equity$14,905,332 $14,300,109 
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Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
Twelve Months Ended
($000, unaudited)February 1, 2025February 3, 2024
Cash Flows From Operating Activities
Net earnings$2,090,730 $1,874,520 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization446,788 419,432 
Stock-based compensation156,298 145,490 
Gain on sale of property(61,575)— 
Deferred income taxes(9,198)(20,821)
Change in assets and liabilities:
Merchandise inventory(252,293)(168,725)
Other current assets(27,319)(2,261)
Accounts payable154,664 (65,327)
Other current liabilities(123,556)296,980 
Income taxes(27,457)22,931 
Operating lease assets and liabilities, net12,627 8,330 
Other long-term, net(2,721)3,941 
Net cash provided by operating activities2,356,988 2,514,490 
Cash Flows From Investing Activities
Additions to property and equipment(720,104)(762,812)
Proceeds from sale of property82,642 — 
Net cash used in investing activities(637,462)(762,812)
Cash Flows From Financing Activities
Issuance of common stock related to stock plans25,085 24,900 
Treasury stock purchased(86,092)(48,568)
Repurchase of common stock(1,049,979)(949,996)
Excise tax paid on repurchase of common stock(8,798)— 
Dividends paid(488,721)(454,814)
Payment of long-term debt(250,000)— 
Net cash used in financing activities(1,858,505)(1,428,478)
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents(138,979)323,200 
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period4,935,441 4,612,241 
End of period$4,796,462 $4,935,441 
Reconciliations:
Cash and cash equivalents$4,730,744 $4,872,446 
Restricted cash and cash equivalents included in prepaid expenses and other17,087 14,489 
Restricted cash and cash equivalents included in other long-term assets48,631 48,506 
Total cash, cash equivalents, and restricted cash and cash equivalents:$4,796,462 $4,935,441 
Supplemental Cash Flow Disclosures
Interest paid$80,316 $80,316 
Income taxes paid, net$703,079 $595,152 
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v3.25.0.1
Cover
Mar. 04, 2025
Cover [Abstract]  
Document Period End Date Mar. 04, 2025
Document Type 8-K
Entity File Number 0-14678
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 94-1390387
Entity Registrant Name ROSS STORES, INC.
Local Phone Number 965-4400
Entity Address, Address Line One 5130 Hacienda Drive
Entity Address, City or Town Dublin
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94568
City Area Code 925
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $.01
Trading Symbol ROST
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000745732
Amendment Flag false
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