Washington, D.C. 20549

Form 8-K


Date of report (date of earliest event reported):
May 20, 2021

(Exact name of registrant as specified in its charter)
(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. ☐


Item 2.02 Results of Operations and Financial Condition.
On May 20, 2021, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended May 1, 2021. 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.                         

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.)


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: May 20, 2021

By:/s/Travis R. Marquette
Travis R. Marquette
Executive Vice President and Chief Financial
Officer, and Principal Accounting Officer

Exhibit 99.1


Contact:Travis MarquetteConnie Kao
Executive Vice President,Group Vice President, Investor Relations
Chief Financial Officer(925) 965-4668




Dublin, California, May 20, 2021 -- Ross Stores, Inc. (NASDAQ: ROST) today reported earnings per share for the 13 weeks ended May 1, 2021 grew 17% to $1.34 on net income of $476 million. This compares to $1.15 per share or net earnings of $421 million for the 13 weeks ended May 4, 2019. Sales totaled $4.5 billion, with comparable store sales up a robust 13% versus 2019.

As previously announced, financial results and guidance throughout fiscal 2021 will be compared against fiscal 2019. We believe the significant impact from the extended closure of our operations in the spring of 2020, and the disruptions caused by COVID-19 throughout last year, make this a more relevant basis for comparison.

Barbara Rentler, Chief Executive Officer, commented, “First quarter sales significantly exceeded our expectations as we benefited considerably from a combination of government stimulus payments, ongoing vaccine rollouts, easing of COVID restrictions, and pent-up consumer demand. In addition, customers responded enthusiastically to the broad assortment of great bargains we offered throughout our stores. Operating margin of 14.2% was well above plan and slightly above 2019 as leverage from the strong comparable sales gains offset the expected expense pressures from higher freight and wages, as well as ongoing COVID-related operating costs.”     

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

Board Approves New $1.5 Billion Stock Repurchase Program Through Fiscal 2022

The Company’s Board of Directors authorized a new program to repurchase up to $1.5 billion of its common stock through fiscal 2022, with plans to buy back $650 million this year and $850 million in 2022.

Ms. Rentler noted, “The reinstatement of our share repurchase program reflects the current strength of our balance sheet, confidence in the Company’s ability to generate excess cash after funding our growth and other capital needs of the business, and our long-standing commitment to enhancing stockholder value and returns.”

Fiscal 2021 Guidance

Looking ahead, Ms. Rentler said, “Our results and the clear improvement in the macroeconomic environment make us optimistic about our prospects for the balance of the year. That said, it is difficult to precisely predict the lasting impact from the factors that benefited our first quarter sales results, especially the recent government stimulus payments. While we hope to do better, we are forecasting same store sales to be up 5% to 7% for the 13 weeks ending July 31, 2021 versus the same period in 2019. Second quarter 2021 earnings per share are projected to be $0.80 to $0.89, versus $1.14 in fiscal 2019. For the 52 weeks ending January 29, 2022, we are planning annual comparable store sales gains of 7% to 9% versus 2019 and earnings per share of $3.93 to $4.20. Guidance for both periods reflect our expectation for increased freight costs, higher wages, and COVID-related expenses.”

Ms. Rentler concluded, “Over the longer-term, we remain confident about our opportunity to gain market share as we expect to benefit significantly from a favorable competitive climate given the large number of retail store closures and bankruptcies in recent years. This, along with consumers’ heightened focus on value and convenience, bodes well for our ability to achieve solid results into the future.”

The Company will host a conference call on Thursday, May 20, 2021 at 4:15 p.m. Eastern time to provide additional details concerning its first quarter results and management’s outlook for the second quarter and fiscal year 2021. A real-time audio webcast of the conference call will be available in the Investors section of the Company’s website, located at An audio playback will be available at 404-537-3406, PIN #1273209 until 8:00 p.m. Eastern time on May 27, 2021, as well as on the Company’s website.

Forward-Looking Statements: This press release contains forward-looking statements regarding projected sales and earnings, planned new store growth, and other financial results and market conditions 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,” “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, the uncertainties and potential for the recurrence of significant business disruptions arising from the COVID-19 pandemic; changes in the level of consumer spending on or preferences for apparel and home-related merchandise; impacts from the macro-economic environment, financial and credit markets, geopolitical conditions, unemployment levels or public health issues (such as pandemics) that affect consumer confidence and consumer disposable income; our need to effectively manage our inventories, markdowns, and inventory shortage to achieve planned gross margins; competitive pressures in the apparel or home-related merchandise retailing industry; issues from selling and importing merchandise produced in other countries and from supply chain disruptions in other countries, including due to COVID-19 closures; unseasonable weather that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise, and that may result in temporary store closures and disruptions in deliveries of merchandise to our stores; market availability, quantity, and quality of attractive brand name merchandise at desirable discounts and our buyers’ ability to purchase merchandise that enables us to offer customers a wide assortment of merchandise at competitive prices; potential data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could result in theft or unauthorized disclosure of customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business; potential disruptions in our supply chain or information systems; 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; damage to our corporate reputation or brands; our need to continually attract, train, and retain associates to execute our off-price strategies; our need to effectively advertise and market our business; changes in U.S. tax, tariff, or trade policy regarding apparel and home-related merchandise produced in other countries that could adversely affect our business; volatility in revenues and earnings; an additional pandemic, natural or man-made disaster in California or in another region where we have a concentration of stores, offices, or a distribution center; unexpected issues or costs from expanding in existing markets and entering new geographic markets; obtaining acceptable new store sites with favorable consumer demographics; and maintaining sufficient liquidity to support our continuing operations, new store openings and reopenings, and ongoing capital expenditure plans. Other risk factors are set forth in our SEC filings including without limitation, the Form 10-K for fiscal 2020 and Form 8-Ks for fiscal 2021. 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 2020 revenues of $12.5 billion. Currently, the Company operates Ross Dress for Less® (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,589 locations in 40 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 savings of 20% to 60% off department and specialty store regular prices every day. The Company also operates 277 dd’s DISCOUNTS® stores in 21 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 savings of 20% to 70% off moderate department and discount store regular prices every day. Additional information is available at


Ross Stores, Inc.
Condensed Consolidated Statements of Operations
Three Months Ended
($000, except stores and per share data, unaudited)May 1, 2021May 2, 2020May 4, 2019
Sales$4,516,080 $1,842,673 $3,796,642 
Costs and Expenses
Cost of goods sold3,198,396 1,889,991 2,701,668 
Selling, general and administrative675,053 415,305 558,250 
Interest expense (income), net19,049 6,666 (5,635)
Total costs and expenses3,892,498 2,311,962 3,254,283 
Earnings (loss) before taxes623,582 (469,289)542,359 
Provision (benefit) for taxes on earnings (loss)147,103 (163,447)121,217 
Net earnings (loss)$476,479 $(305,842)$421,142 
Earnings (loss) per share
Basic$1.35 $(0.87)$1.16 
Diluted$1.34 $(0.87)$1.15 
Weighted-average shares outstanding (000)
Store count at end of period1,866 1,832 1,745 


Ross Stores, Inc.
Condensed Consolidated Balance Sheets
($000, unaudited)May 1, 2021May 2, 2020May 4, 2019
Current Assets
Cash and cash equivalents$5,367,006 $2,669,535 $1,366,592 
Accounts receivable167,139 49,624 121,607 
Merchandise inventory1,697,992 1,757,263 1,813,773 
Prepaid expenses and other199,391 111,493 160,733 
Total current assets7,431,528 4,587,915 3,462,705 
Property and equipment, net2,713,873 2,696,718 2,436,372 
Operating lease assets3,004,747 3,078,373 2,942,980 
Other long-term assets245,715 365,040 207,063 
Total assets$13,395,863 $10,728,046 $9,049,120 
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable$2,574,780 $706,267 $1,296,183 
Accrued expenses and other583,399 374,811 450,762 
Current operating lease liabilities599,838 570,832 536,900 
Accrued payroll and benefits323,165 166,707 220,376 
Income taxes payable172,276 — 89,290 
Short-term debt 805,000
Current portion of long-term debt64,937 — 
Total current liabilities4,318,395 2,623,617 2,593,511 
Long-term debt2,449,208 2,285,614 312,552 
Non-current operating lease liabilities2,542,358 2,631,769 2,514,530 
Other long-term liabilities285,762 206,504 226,788 
Deferred income taxes147,319 163,150 134,213 
Commitments and contingencies
Stockholders’ Equity3,652,821 2,817,392 3,267,526 
Total liabilities and stockholders’ equity$13,395,863 $10,728,046 $9,049,120 

Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
Three Months Ended
($000, unaudited)May 1, 2021May 2, 2020May 4, 2019
Cash Flows From Operating Activities
Net earnings (loss)$476,479 $(305,842)$421,142 
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization87,510 90,598 82,757 
Stock-based compensation28,674 24,739 19,689 
Deferred income taxes25,452 13,471 16,543 
Change in assets and liabilities:
Merchandise inventory(189,010)75,076 (63,331)
Other current assets(77,246)88,286 (41,777)
Accounts payable349,540 (600,918)122,654 
Other current liabilities(71,623)(268,925)(108,208)
Income taxes121,255 (175,142)56,206 
Operating lease assets and liabilities, net2,554 3,001 2,855 
Other long-term, net(765)(2,786)457 
Net cash provided by (used in) operating activities752,820 (1,058,442)508,987 
Cash Flows From Investing Activities
Additions to property and equipment(136,937)(139,729)(95,629)
Proceeds from investments — 517 
Net cash used in investing activities(136,937)(139,729)(95,112)
Cash Flows From Financing Activities
Net proceeds from issuance of short-term debt 805,601 — 
Payments of short-term debt  (615)— 
Net proceeds from issuance of long-term debt 1,976,030 — 
Payments of debt issuance costs (3,135)— 
Issuance of common stock related to stock plans6,063 5,444 5,295 
Treasury stock purchased(47,378)(32,317)(50,880)
Repurchase of common stock (132,467)(320,130)
Dividends paid(101,519)(101,414)(93,722)
Net cash (used in) provided by financing activities(142,834)2,517,127 (459,437)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents473,049 1,318,956 (45,562)
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period4,953,769 1,411,410 1,478,079 
End of period$5,426,818 $2,730,366 $1,432,517 
Cash and cash equivalents$5,367,006 $2,669,535 $1,366,592 
Restricted cash and cash equivalents included in prepaid expenses and other10,766 10,341 11,867 
Restricted cash and cash equivalents included in other long-term assets49,046 50,490 54,058 
Total cash, cash equivalents, and restricted cash and cash equivalents:$5,426,818 $2,730,366 $1,432,517 
Supplemental Cash Flow Disclosures
Interest paid$39,929 $4,235 $4,219 
Income taxes paid (refunded)$396 $(1,777)$48,468