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ROSS STORES, INC.

For the period ended Nov 1, 2025. Filed Dec 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 1, 2025 · Filed Dec 10, 2025

ROST$231.09-1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-08-02; filed 2025-09-10.

0000745732-25-000052

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-11-01; filed 2025-12-10.

0000745732-25-000061

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 87 previous paragraphs and 85 current paragraphs.

44 unchanged; 37 reworded; 4 added; 5 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

The macroeconomic environment continues to be uncertain. Tariffs remain at elevated levels, inflation persists, and geopolitical conditions and other government actions continue to significantly affect the retail industry. Uncertainty surrounding these factors and pressure on household disposable income impacts consumer spending and confidence. Despite the ongoing challenges and uncertainty in the macroeconomic environment, we remain focused on delivering high quality, branded bargains at compelling values to our customers.

Current report

We opened 40 new stores in the third quarter of fiscal 2025, consisting of 36 Ross and four dd’s DISCOUNTS stores. These store openings completed our expansion program for fiscal 2025, which added a total of 90 new stores and growth into new markets such as Puerto Rico and the New York Metro area.

Current report

Operating income as a percentage of sales for the three and nine month periods ended November 1, 2025 included negative impacts of approximately 35 basis points and 45 basis points, respectively, primarily due to tariff-related costs.

Current report

The$0.5 billion increase in cash used in financing activities for the nine month period ended November 1, 2025, compared to the same period in the prior fiscal year, was primarily due to higher Senior Note repayments.
Removed paragraphs (5)

Previous report

The macroeconomic environment continues to be uncertain. Tariffs remain at elevated levels, and we continue to expect broad-based inflationary pressures across the retail industry. Through these ongoing pressures and uncertainty, we continue to remain focused on offering our customers a wide assortment of high-quality, branded merchandise at outstanding values. We expect to continue to make necessary adjustments with our flexible off-price business model to navigate through this uncertain environment and believe we are well-positioned to capture market share while mitigating the impact from these macroeconomic challenges. Despite the ongoing uncertainty in the external environment, we believe that our merchandising and operational strategies enable us to deliver the values our customers have come to expect from us.

Previous report

We opened 31 new stores in the second quarter of fiscal 2025, which included expansion in new and existing markets. New market entries included several stores in the New York Metro area, as well as our three inaugural stores in Puerto Rico. We opened a total of 50 new stores in the first six months of fiscal 2025 and remain on track to open a total of approximately 90 new stores this year, comprised of about 80 Ross and 10 dd’s DISCOUNTS locations.

Previous report

Operating income as a percentage of sales for the second quarter of fiscal 2025 included an approximate 90 basis point negative impact from tariff-related costs. Moving into the second half of fiscal 2025, we expect tariff-related costs will continue to have a negative impact to operating income as a percentage of sales. We also expect continued cost of goods sold deleverage from the opening of our eighth distribution center in Buckeye, Arizona in May 2025.

Previous report

During the six month periods ended August 2, 2025 and August 3, 2024, we also acquired 0.5 million shares of treasury stock in each period to cover employee tax withholding obligations under our employee equity compensation programs, for aggregate purchase prices of approximately $64 million and $72 million, respectively.
Reworded paragraphs (37)

Previous wording

Ross Stores, Inc. operates two brands of off-price retail apparel and home fashion stores—Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS®. Ross is the largest off-price apparel and home fashion chain in the United States, with 1,873 locations in 44 states, the District of Columbia, Guam, and Puerto Rico as of August 2, 2025. 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. We also operate 360 dd’s DISCOUNTS stores in 22 states as of August 2, 2025 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.

Current wording

Ross Stores, Inc. operates two brands of off-price retail apparel and home fashion stores—Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS®. Ross is the largest off-price apparel and home fashion chain in the United States, with 1,909 locations in 44 states, the District of Columbia, Guam, and Puerto Rico as of November 1, 2025. 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. We also operate 364 dd’s DISCOUNTS stores in 22 states as of November 1, 2025 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.

Previous wording

Our long-term strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. We continually evaluate opportunistic real estate acquisitions and opportunities for potential new store locations. We also evaluate our current store locations and determine store closures based on similar criteria. We continue to believe that customers’ focus on value and convenience provide opportunities for us to gain market share.

Current wording

Our long-term strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. We continually evaluate opportunistic real estate acquisitions and opportunities for potential new store locations. We also evaluate our current store locations and determine store closures based on similar criteria. We continue to believe that customers’ focus on value and convenience provides opportunities for us to gain market share.

Previous wording

The following table summarizes our financial results for the three and six month periods ended August 2, 2025 and August 3, 2024:

Current wording

The following table summarizes our financial results for the three and nine month periods ended November 1, 2025 and November 2, 2024:

Previous wording

Sales for the six month period ended August 2, 2025 increased $0.4 billion, or 4%, compared to the six month period ended August 3, 2024. This was primarily due to an increase in non-comp store sales of $0.3 billion and the 1% increase in comp store sales, or $0.1 billion. The 1% increase in comp store sales is primarily due to an increase in basket.

Current wording

Sales. Sales for the three month period ended November 1, 2025 increased $0.5 billion, or 10%, compared to the three month period ended November 2, 2024. This was primarily due to the 7% increase in comp store sales of $0.3 billion and an increase in non-comp store sales of $0.2 billion. The 7% comp store sales increase was driven equally by basket and traffic.

Previous wording

Sales. Sales for the three month period ended August 2, 2025 increased $0.2 billion, or 5%, compared to the three month period ended August 3, 2024. This was primarily due to an increase in non-comp store sales of $0.1 billion and the 2% increase in comp store sales of $0.1 billion. The 2% increase in comp store sales reflects an approximate 1% increase in basket and 1% increase in traffic.

Current wording

Sales for the nine month period ended November 1, 2025 increased $0.9 billion, or 6%, compared to the nine month period ended November 2, 2024. This was primarily due to an increase in non-comp store sales of $0.5 billion and the 3% increase in comp store sales, or $0.4 billion. The 3% comp store sales increase reflects an approximate 2% increase in basket and 1% increase in traffic.

Previous wording

Our sales mix for the three and six month periods ended August 2, 2025 and August 3, 2024 is shown below:

Current wording

Our sales mix for the three and nine month periods ended November 1, 2025 and November 2, 2024 is shown below:

Previous wording

Cost of goods sold. Cost of goods sold for the three and six month periods ended August 2, 2025 increased $210 million and $301 million, respectively, compared to the three and six month periods ended August 3, 2024 primarily due to the increases in sales.

Current wording

Cost of goods sold. Cost of goods sold for the three and nine month periods ended November 1, 2025 increased $0.4 billion and $0.7 billion, respectively, compared to the three and nine month periods ended November 2, 2024, primarily due to the increases in sales.

Previous wording

Cost of goods sold as a percentage of sales for the three month period ended August 2, 2025 increased approximately 70 basis points compared to the three month period ended August 3, 2024, primarily due to a 55 basis point increase in distribution costs mainly due to the deleveraging effect from the opening of our eighth distribution center in Buckeye, Arizona in May 2025 and tariff-related processing costs. Merchandise margin decreased 30 basis points which included the impact of tariffs, and occupancy costs deleveraged 10 basis points. Partially offsetting these higher costs were lower domestic freight costs of 15 basis points and lower buying costs of 10 basis points from lower incentive compensation expense.

Current wording

Cost of goods sold as a percentage of sales for the three month period ended November 1, 2025 increased approximately 35 basis points compared to the three month period ended November 2, 2024, primarily due to a 60 basis point increase in distribution costs mainly due to the deleveraging effect from the opening of our eighth distribution center in Buckeye, Arizona in May 2025 and tariff-related processing costs. Merchandise margin decreased 10 basis points primarily due to tariff-related costs. Partially offsetting these higher costs were lower domestic freight costs of 25 basis points and lower occupancy costs of 10 basis points.

Previous wording

Cost of goods sold as a percentage of sales for the six month period ended August 2, 2025 increased approximately 35 basis points compared to the six month period ended August 3, 2024, primarily due to a 35 basis point decrease in merchandise margin which included the impact of tariffs. Distribution costs increased by 30 basis points mainly due to the deleveraging effect from the opening of our eighth distribution center in Buckeye, Arizona in May 2025 and tariff-related processing costs. Occupancy costs deleveraged by 10 basis points. Partially offsetting these higher costs were lower buying costs of 25 basis points from lower incentive compensation expense and lower domestic freight costs of 15 basis points.

Current wording

Cost of goods sold as a percentage of sales for the nine month period ended November 1, 2025 increased approximately 35 basis points compared to the nine month period ended November 2, 2024, primarily due to a 40 basis point increase in distribution costs mainly due to the deleveraging effect from the opening of our eighth distribution center in Buckeye, Arizona in May 2025 and tariff-related processing costs. Merchandise margin decreased 30 basis points primarily due to tariff-related costs. Occupancy costs deleveraged by 5 basis points. Partially offsetting these higher costs were lower domestic freight costs and lower buying costs of 20 basis points each.

Previous wording

Selling, general and administrative expenses. For the three and six month periods ended August 2, 2025, selling, general and administrative expenses (“SG&A”) increased $52 million and $73 million, respectively, compared to the three and six month periods ended August 3, 2024, primarily due to higher store related costs mainly from the increase in sales.

Current wording

Selling, general and administrative expenses. For the three and nine month periods ended November 1, 2025, selling, general and administrative expenses (“SG&A”) increased $0.1 billion and $0.2 billion, respectively, compared to the three and nine month periods ended November 2, 2024, primarily due to higher store-related costs.

Previous wording

SG&A as a percentage of sales for the three and six month periods ended August 2, 2025 increased by 25 basis points and 15 basis points, respectively, compared to the three and six month periods ended August 3, 2024, primarily due to costs associated with our Chief Executive Officer transition.

Current wording

SG&A as a percentage of sales for the three month period ended November 1, 2025 was flat compared to the three month period ended November 2, 2024. SG&A as a percentage of sales for the nine month period ended November 1, 2025 increased 10 basis points compared to the nine month period ended November 2, 2024, primarily due to costs associated with our Chief Executive Officer transition.

Previous wording

Operating income. Operating income as a percentage of sales for the three and six month periods ended August 2, 2025 decreased by 95 basis points and 50 basis points, respectively, compared to the three and six month periods ended August 3, 2024, as both cost of goods sold and SG&A increased as a percentage of sales period over period.

Current wording

Operating income. Operating income as a percentage of sales for the three and nine month periods ended November 1, 2025 decreased by 35 basis points and 45 basis points, respectively, compared to the three and nine month periods ended November 2, 2024, primarily driven by the increase in cost of goods sold as a percentage of sales period-over-period.

Previous wording

Interest income, net. For the three and six month periods ended August 2, 2025, interest income, net decreased $11 million and $23 million, respectively, compared to the three and six month periods ended August 3, 2024, primarily due to decreased interest income both from lower average interest rates and from lower average cash balances, which decreased largely due to our repayment at maturity of $700 million of Senior Notes in April 2025 and $250 million of Senior Notes in September 2024. The decrease in interest income was partially offset by lower interest expense due to the repayment of those Senior Notes.

Current wording

Interest income, net. For the three and nine month periods ended November 1, 2025, interest income, net decreased $9 million and $31 million, respectively, compared to the three and nine month periods ended November 2, 2024, primarily due to decreased interest income both from lower average interest rates and from lower average cash balances, which decreased largely due to our repayment at maturity of $700 million of Senior Notes in April 2025 and $250 million of Senior Notes in September 2024. The decrease in interest income was partially offset by lower interest expense primarily due to the repayment of those Senior Notes.

Previous wording

The table below shows the components of interest income, net for the three and six month periods ended August 2, 2025 and August 3, 2024:

Current wording

The table below shows the components of interest income, net for the three and nine month periods ended November 1, 2025 and November 2, 2024:

Previous wording

Taxes on earnings. Our effective tax rate is impacted by changes in tax laws and accounting guidance, location of new stores, level of earnings, tax effects associated with stock-based compensation, and the resolution of tax positions with various tax authorities. Our effective tax rates for the three month periods ended August 2, 2025 and August 3, 2024 were approximately 24% and 25%, respectively. The one percent decrease in the effective tax rate for the three month period ended August 2, 2025 compared to the three month period ended August 3, 2024 was primarily due to the resolution of tax positions with various tax authorities. Our effective tax rates for the six month periods ended August 2, 2025 and August 3, 2024 were approximately 25% and 24%, respectively. The one percent increase in the effective tax rate for the six month period ended August 2, 2025 compared to the six month period ended August 3, 2024 was primarily due to the tax effects associated with stock-based compensation.

Current wording

Taxes on earnings. Our effective tax rate is impacted by changes in tax laws and accounting guidance, location of new stores, level of earnings, tax effects associated with stock-based compensation, and the resolution of tax positions with various tax authorities. Our effective tax rate for the three month period ended November 1, 2025 was approximately 25%, compared to approximately 24% for the three month period ended November 2, 2024. Our effective tax rate for the nine month period ended November 1, 2025 was approximately 25%, compared to approximately 24% for the nine month period ended November 2, 2024. The increases in the effective tax rates for the three and nine month periods ended November 1, 2025 compared to the three and nine month periods ended November 2, 2024 were primarily due to the tax effects associated with stock-based compensation.

Previous wording

In July 2025, the OBBBA was signed into law. The OBBBA made several changes to business tax provisions including the reinstatement of 100% bonus depreciation and immediate expensing of domestic research and development expenditures. As of August 2, 2025, the OBBBA resulted in an increase to our deferred tax liability balance of approximately $30 million primarily due to the reinstatement of 100% bonus depreciation.

Current wording

In July 2025, the OBBBA, was signed into law. The OBBBA made several changes to business tax provisions including the reinstatement of 100% bonus depreciation and immediate expensing of domestic research and development expenditures. These changes are not expected to have a material impact on our income tax provision for fiscal 2025 but are expected to lower our current year cash tax payments.

Previous wording

Earnings per share. Diluted earnings per share for the three month period ended August 2, 2025 was $1.56 compared to $1.59 for the three month period ended August 3, 2024. The $0.03 decrease in the diluted earnings per share for the three month period ended August 2, 2025 was primarily attributable to an approximately 4% decrease in net earnings, partially offset by a 2% reduction in weighted-average diluted shares outstanding largely due to stock repurchases under our stock repurchase program.

Current wording

Earnings per share. Diluted earnings per share for the three month period ended November 1, 2025 was $1.58 compared to $1.48 for the three month period ended November 2, 2024. The $0.10, or 7%, increase in the diluted earnings per share for the three month period ended November 1, 2025 was primarily attributable to an approximately 5% increase in net earnings and a 2% reduction in weighted-average diluted shares outstanding, largely due to stock repurchases under our stock repurchase program.

Previous wording

Diluted earnings per share for the six month period ended August 2, 2025 was $3.03 compared to $3.05 for the six month period ended August 3, 2024. The $0.02 decrease in the diluted earnings per share for the six month period ended August 2, 2025 was primarily attributable to an approximately 3% decrease in net earnings, partially offset by a 2% reduction in weighted-average diluted shares outstanding largely due to stock repurchases under our stock repurchase program.

Current wording

Diluted earnings per share for the nine month period ended November 1, 2025 was $4.61 compared to $4.53 for the nine month period ended November 2, 2024. The $0.08, or 2%, increase in the diluted earnings per share for the nine month period ended November 1, 2025 was primarily attributable to a 2% reduction in weighted-average diluted shares outstanding, largely due to stock repurchases under our stock repurchase program.

Previous wording

Earnings for both the three and six month periods ended August 2, 2025 included approximately an $0.11 per share negative impact from tariff-related costs.

Current wording

Earnings for both the three and nine month periods ended November 1, 2025 included per share negative impacts of approximately $0.05 and $0.16, respectively, due to tariff-related costs.

Previous wording

Stores. The following table summarizes the stores opened and closed during the three and six month periods ended August 2, 2025 and August 3, 2024:

Current wording

Stores. The following table summarizes the stores opened and closed during the three and nine month periods ended November 1, 2025 and November 2, 2024:

Previous wording

The primary sources of funds for our business activities are cash flows from operations and short-term trade credit. Our primary ongoing cash requirements are for merchandise inventory purchases, payroll, operating and variable lease costs, taxes, capital expenditures related to new and existing stores, and investments in distribution centers, information systems, and buying and corporate offices. We also use cash to repurchase stock under active stock repurchase programs, repay debt as it becomes due, and pay dividends. We repaid at maturity $700 million of our Senior Notes in April 2025. The $500 million principal amount of 0.875% Senior Notes is due in April 2026.

Current wording

The primary sources of funds for our business activities are cash flows from operations and short-term trade credit. Our primary ongoing cash requirements are for merchandise inventory purchases, payroll, operating and variable lease costs, taxes, capital expenditures related to new and existing stores, and investments in distribution centers, information systems, and buying and corporate offices. We also use cash to repurchase stock under active stock repurchase programs, repay debt as it becomes due, and pay dividends. The $500 million principal amount of our 0.875% Senior Notes is due in April 2026. In April 2025, we repaid at maturity $700 million of our Senior Notes. In the third quarter of fiscal 2024, we repaid at maturity $250 million of 3.357% Senior Notes.

Previous wording

Net cash provided by operating activities was $1.1 billion for the six month period ended August 2, 2025. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation, partially offset by the payment of fiscal 2024 incentive bonuses. Net cash provided by operating activities was $961 million for the six month period ended August 3, 2024. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation, partially offset by the payment of fiscal 2023 incentive bonuses.

Current wording

Net cash provided by operating activities was $1.9 billion for the nine month period ended November 1, 2025. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation, partially offset by the payment of fiscal 2024 incentive bonuses. Net cash provided by operating activities was $1.5 billion for the nine month period ended November 2, 2024. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation, partially offset by the payment of fiscal 2023 incentive bonuses.

Previous wording

Accounts payable leverage (defined as accounts payable divided by merchandise inventory) was 85% and 89% as of August 2, 2025 and August 3, 2024, respectively. The decrease in accounts payable leverage was primarily due to the timing of inventory receipts and related payments versus last year.

Current wording

The $0.4 billion increase in cash flow provided by operating activities for the nine month period ended November 1, 2025 compared to the same period in the prior fiscal year was primarily driven by higher accounts payable leverage (defined as Accounts payable divided by Merchandise inventory), lower taxes paid, and lower incentive bonus payments. Accounts payable leverage was 85% and 82% as of November 1, 2025 and November 2, 2024, respectively. The increase in accounts payable leverage was primarily due to the timing of inventory receipts and related payments versus last year.

Previous wording

Changes in packaway inventory levels affect our operating cash flow. As of August 2, 2025 and February 1, 2025, packaway inventory was 38% and 41% of total inventory.

Current wording

Changes in packaway inventory levels affect our operating cash flow. As of November 1, 2025, February 1, 2025, and November 2, 2024 packaway inventory was 36%, 41%, and 38% of total inventory, respectively.

Previous wording

Net cash used in investing activities was $409 million and $334 million for the six month periods ended August 2, 2025 and August 3, 2024, respectively, and was related to our capital expenditures. Our capital expenditures include costs to open new stores and improve existing stores, build, expand, and improve distribution centers, and for various other expenditures related to our information technology systems and buying and corporate offices.

Current wording

Net cash used in investing activities was $0.6 billion and $0.5 billion for the nine month periods ended November 1, 2025 and November 2, 2024, respectively, and was related to our capital expenditures. Our capital expenditures include costs to open new stores and improve existing stores, build, expand, and improve distribution centers, and for various other expenditures related to our information technology systems and buying and corporate offices.

Previous wording

The change in cash used in investing activities for the six month period ended August 2, 2025, compared to the same period in the prior fiscal year, was primarily due to higher capital expenditures in the current year related to the construction of our next distribution center in Randleman, North Carolina and the opening of new stores.

Current wording

The $0.1 billion increase in cash used in investing activities for the nine month period ended November 1, 2025, compared to the same period in the prior fiscal year, was primarily due to higher capital expenditures in the current year related to the construction of our next distribution center in Randleman, North Carolina.

Previous wording

Capital expenditures for fiscal 2025 are currently projected to be approximately $800 million. Our planned capital expenditures for fiscal 2025 are for costs to open new stores and improve existing stores, investments in our supply chain to support long-term growth, including construction of our next distribution center, investments in our information technology systems, and for various other expenditures related to our stores, distribution centers, and buying and corporate offices. We expect to fund capital expenditures with available cash.

Current wording

Capital expenditures for fiscal 2025 are currently projected to be approximately $800 million. Our remaining planned capital expenditures for fiscal 2025 are for costs related to existing and future new stores, investment in our supply chain to support long-term growth, including construction of our next distribution center, investment in our information technology systems, and for various other expenditures related to our stores, distribution centers, and buying and corporate offices. We expect to fund capital expenditures with available cash.

Previous wording

Net cash used in financing activities was $1.6 billion for the six month period ended August 2, 2025 primarily resulting from the repayment at maturity of the$700 million principal amount of 4.600% Senior Notes in April 2025, stock repurchases under our stock repurchase program, and dividend payments. Net cash used in financing activities was $830 million for the six month period ended August 3, 2024 primarily resulting from stock repurchases under our stock repurchase program and dividend payments.

Current wording

Net cash used in financing activities was $2.0 billion for the nine month period ended November 1, 2025 primarily resulting from stock repurchases under our stock repurchase program, the repayment at maturity of the$700 million principal amount of 4.600% Senior Notes in April 2025, and dividend payments. Net cash used in financing activities was $1.5 billion for the nine month period ended November 2, 2024 primarily resulting from stock repurchases under our stock repurchase program, dividend payments, and the repayment at maturity of the $250 million principal amount of 3.375% Senior Notes in the third quarter of fiscal 2024.

Previous wording

Revolving credit facilities. In June 2025, we entered into a new, $1.3 billion 2025 Credit Facility, which replaced our previous $1.3 billion unsecured credit facility. As of August 2, 2025, we had no borrowings or standby letters of credit outstanding under the 2025 Credit Facility, our 2025 Credit Facility remained in place and available, and we were in compliance with the financial covenant. Refer to Note E: Debt in the Notes to Condensed Consolidated Financial Statementsfor additional information.

Current wording

Revolving credit facilities. In June 2025, we entered into a $1.3 billion 2025 Credit Facility, which replaced our previous $1.3 billion unsecured credit facility. As of November 1, 2025, we had no borrowings or standby letters of credit outstanding under the 2025 Credit Facility, our 2025 Credit Facility remained in place and available, and we were in compliance with the financial covenant. Refer to Note E: Debt in the Notes to Condensed Consolidated Financial Statementsfor additional information.

Previous wording

Other financing activities. In March 2024, our Board of Directors approved a two-year program to repurchase up to $2.1 billion of our common stock through fiscal 2025. During the six month period ended August 2, 2025, we repurchased 3.9 million shares of common stock for $525 million (excluding excise tax) under this program. As of August 2, 2025, there was $525 million available for repurchase under this program.

Current wording

Other financing activities. In March 2024, our Board of Directors approved a two-year program to repurchase up to $2.1 billion of our common stock through fiscal 2025. During the nine month period ended November 1, 2025, we repurchased 5.6 million shares of common stock for $787.5 million (excluding excise tax) under this program. As of November 1, 2025, there was $262.5 million available for repurchase under this program.

Previous wording

On August 20, 2025, our Board of Directors declared a quarterly cash dividend of $0.4050 per common share, payable on September 30, 2025. The Board of Directors declared a quarterly cash dividend of $0.4050 per common share in March and May 2025, and $0.3675 per common share in March, May, August, and November 2024.

Current wording

On November 19, 2025, our Board of Directors declared a quarterly cash dividend of $0.4050 per common share, payable on December 31, 2025. The Board of Directors declared quarterly cash dividends of $0.4050 per common share in March, May, and August 2025, and $0.3675 per common share in March, May, August, and November 2024.

Previous wording

For the six month periods ended August 2, 2025 and August 3, 2024, we paid cash dividends of $265.6 million and $245.8 million, respectively.

Current wording

For the nine month periods ended November 1, 2025 and November 2, 2024, we paid cash dividends of $397.2 million and $367.5 million, respectively.

Previous wording

We ended the second quarter of fiscal 2025 with $3.8 billion of unrestricted cash balances, which were held primarily in overnight money market funds invested in U.S. treasury and government instruments across a highly diversified set of banks and other financial institutions. We also have $1.3 billion available under our new 2025 Credit Facility. We estimate that existing cash and cash equivalent balances, cash flows from operations, our bank credit facility, and trade credit are adequate to meet our operating cash needs and to fund our common stock repurchases, planned capital investments, quarterly dividend payments, debt repayments, and interest payments, for at least the next 12 months.

Current wording

We ended the third quarter of fiscal 2025 with $4.1 billion of unrestricted cash balances, which were held primarily in overnight money market funds invested in U.S. treasury and government instruments across a highly diversified set of banks and other financial institutions. We also have $1.3 billion available under our 2025 Credit Facility. We estimate that existing cash and cash equivalent balances, cash flows from operations, our 2025 Credit Facility, and trade credit are adequate to meet our operating cash needs and to fund our common stock repurchases, planned capital investments, quarterly dividend payments, debt repayments, and interest payments, for at least the next 12 months.

Previous wording

Standby letters of credit and collateral trust. We use standby letters of credit outside of our revolving credit facility and a funded trust to collateralize some of our insurance obligations. As of August 2, 2025, February 1, 2025, and August 3, 2024, we had $1.0 million, $1.8 million, and $2.2 million, respectively, in standby letters of credit outstanding. As of August 2, 2025, February 1, 2025, and August 3, 2024, we had $65.3 million, $63.9 million, and $62.4 million, respectively, held in a collateral trust. The standby letters of credit are collateralized by restricted cash and the collateral trust consists of restricted cash and cash equivalents.

Current wording

Standby letters of credit and collateral trust. We use standby letters of credit outside of our revolving credit facility and a funded trust to collateralize some of our insurance obligations. As of November 1, 2025, February 1, 2025, and November 2, 2024, we had $1.0 million, $1.8 million, and $2.2 million, respectively, in standby letters of credit outstanding. As of November 1, 2025, February 1, 2025, and November 2, 2024, we had $66.0 million, $63.9 million, and $63.2 million, respectively, held in a collateral trust. The standby letters of credit are collateralized by restricted cash and the collateral trust consists of restricted cash and cash equivalents.

Previous wording

During the second quarter of fiscal 2025, there were no significant changes to the critical accounting estimates discussed in our Annual Report on Form 10-K for the year ended February 1, 2025.

Current wording

During the third quarter of fiscal 2025, there were no significant changes to the critical accounting estimates discussed in our Annual Report on Form 10-K for the year ended February 1, 2025.

Previous wording

Future impact from tariffs, inflation, interest rate changes, ongoing military conflicts and economic sanctions, climate change, extreme weather, pandemics, natural disasters, and other economic, regulatory, consumer spending, and industry trends that could potentially adversely affect our revenue, profitability, operating conditions, and growth are difficult to predict. Our forward-looking statements are subject to risks and uncertainties which could cause our actual results to differ materially from those forward-looking statements and our previous expectations, plans, and projections. Such risks and uncertainties are not limited to but may include:

Current wording

Future impact from inflation, interest rate changes, tariffs, ongoing military conflicts and economic sanctions, climate change, extreme weather, pandemics, natural disasters, and other economic, regulatory, consumer spending, and industry trends that could potentially adversely affect our revenue, profitability, operating conditions, and growth are difficult to predict. Our forward-looking statements are subject to risks and uncertainties which could cause our actual results to differ materially from those forward-looking statements and our previous expectations, plans, and projections. Such risks and uncertainties are not limited to but may include:

Previous wording

•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, government policies and enforcement practices with respect to immigration, and public health and public safety issues may affect consumer confidence, consumer disposable income, and shopping behavior, as well as our costs.

Current wording

•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, government policies and enforcement practices with respect to immigration, government shutdowns, and public health and public safety issues may affect consumer confidence, consumer disposable income, and shopping behavior, as well as our costs.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The increase in cash flow provided by operating activities for the six month period ended August 2, 2025 compared to the same period in the prior fiscal year was primarily driven by lower income taxes paid and lower incentive compensation payments.