FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322025-05-292025-05-29



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): May 29, 2025

COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)

Washington0-2035591-1223280
(State or other jurisdiction
of incorporation)		(Commission
File No.)		(I.R.S. Employer
Identification No.)

999 Lake Drive
Issaquah, WA 98027
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 425-313-8100

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 Symbol(s)Name of each exchange on which registered
Common Stock, par value $.005 per shareCOSTNASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 29, 2025, the Company issued a press release containing its operating results for the third quarter (twelve weeks) and the first 36 weeks of fiscal 2025, ended May 11, 2025. A copy of the press release is attached as Exhibit 99.1. In addition, a copy of the Company's earnings release supplement for the third quarter of fiscal 2025 is attached as Exhibit 99.2.
Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

COSTCO WHOLESALE CORPORATION
Dated: May 29, 2025By:/s/ Gary Millerchip
Gary Millerchip
Executive Vice President and Chief Financial Officer


Exhibit 99.1
costco6.jpg
Press Release
COSTCO WHOLESALE CORPORATION REPORTS THIRD QUARTER AND YEAR-TO-DATE OPERATING RESULTS FOR FISCAL 2025
ISSAQUAH, Wash., May 29, 2025 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the third quarter (twelve weeks) and the first 36 weeks of fiscal 2025, ended May 11, 2025.
Net sales for the quarter increased 8.0 percent, to $61.96 billion, from $57.39 billion last year. Net sales for the first 36 weeks increased 8.2 percent, to $185.48 billion, from $171.44 billion last year.
Comparable sales for the third quarter and first 36 weeks of fiscal 2025 were as follows:
12 Weeks12 Weeks36 Weeks36 Weeks
Adjusted*Adjusted*
U.S.6.6%7.9%6.7%7.9%
Canada2.9%7.8%4.4%8.3%
Other International3.2%8.5%3.2%8.7%
Total Company5.7%8.0%5.9%8.1%
E-commerce14.8%15.7%16.4%17.2%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $1.90 billion, $4.28 per diluted share, compared to $1.68 billion, $3.78 per diluted share, last year. Net income for the first 36 weeks was $5.49 billion, $12.34 per diluted share, compared to $5.01 billion, $11.27 per diluted share, last year.
Costco currently operates 905 warehouses, including 624 in the United States and Puerto Rico, 109 in Canada, 41 in Mexico, 37 in Japan, 29 in the United Kingdom, 19 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.
A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, May 29, 2025, and is available via a webcast on investor.costco.com (click on “Events & Presentations”).


costco6.jpg
Press Release
Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.

CONTACTS:    Costco Wholesale Corporation
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305



COST-Earn



costco6.jpg
Press Release

COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (dollars in millions, except per share data)
(unaudited)

12 Weeks Ended36 Weeks Ended
May 11,
2025		May 12,
2024		May 11,
2025		May 12,
2024
REVENUE
Net sales$61,965 $57,392 $185,480 $171,440 
Membership fees1,240 1,123 3,599 3,316 
Total revenue63,205 58,515 189,079 174,756 
OPERATING EXPENSES
Merchandise costs54,996 51,173 164,849 152,770 
Selling, general and administrative5,679 5,145 17,188 15,743 
Operating income2,530 2,197 7,042 6,243 
OTHER INCOME (EXPENSE)
Interest expense(35)(41)(108)(120)
Interest income and other, net85 128 374 504 
INCOME BEFORE INCOME TAXES2,580 2,284 7,308 6,627 
Provision for income taxes677 603 1,819 1,614 
NET INCOME$1,903 $1,681 $5,489 $5,013 
NET INCOME PER COMMON SHARE:
Basic$4.29 $3.79 $12.36 $11.29 
Diluted$4.28 $3.78 $12.34 $11.27 
Shares used in calculation (000s):
Basic443,958 443,892 443,976 443,870 
Diluted444,762 444,828 444,846 444,662 



costco6.jpg
Press Release

COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (amounts in millions, except par value and share data)
(unaudited)
Subject to Reclassification



May 11,
2025		September 1,
2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents$13,836 $9,906 
Short-term investments1,014 1,238 
Receivables, net2,875 2,721 
Merchandise inventories18,606 18,647 
Other current assets1,820 1,734 
Total current assets38,151 34,246 
OTHER ASSETS
Property and equipment, net30,582 29,032 
Operating lease right-of-use assets2,718 2,617 
Other long-term assets4,031 3,936 
TOTAL ASSETS$75,482 $69,831 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable$19,820 $19,421 
Accrued salaries and benefits4,813 4,794 
Accrued member rewards2,583 2,435 
Deferred membership fees2,931 2,501 
Other current liabilities7,432 6,313 
Total current liabilities37,579 35,464 
OTHER LIABILITIES
Long-term debt, excluding current portion5,717 5,794 
Long-term operating lease liabilities2,463 2,375 
Other long-term liabilities2,598 2,576 
TOTAL LIABILITIES48,357 46,209 
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock $0.005 par value; 100,000,000 shares authorized; no shares issued and outstanding— — 
Common stock $0.005 par value; 900,000,000 shares authorized; 443,519,000 and 443,126,000 shares issued and outstanding2 2 
Additional paid-in capital8,148 7,829 
Accumulated other comprehensive loss(1,915)(1,828)
Retained earnings20,890 17,619 
TOTAL EQUITY27,125 23,622 
TOTAL LIABILITIES AND EQUITY$75,482 $69,831 


costco6.jpg
Press Release

COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (amounts in millions)
(unaudited)
Subject to Reclassification

36 Weeks Ended
May 11,
2025		May 12,
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$5,489 $5,013 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization1,652 1,531 
Non-cash lease expense208 220 
Stock-based compensation720 686 
Other non-cash operating activities, net(15)(35)
Changes in working capital
1,414 966 
Net cash provided by operating activities9,468 8,381 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments(573)(1,007)
Maturities of short-term investments786 1,441 
Additions to property and equipment(3,532)(3,133)
Other investing activities, net(24)(7)
Net cash used in investing activities(3,343)(2,706)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings(635)(637)
Proceeds from short-term borrowings616 628 
Proceeds from issuance of long-term debt— 498 
Tax withholdings on stock-based awards(392)(313)
Repurchases of common stock(623)(484)
Cash dividend payments(1,030)(8,527)
Financing lease payments and other financing activities, net(118)(113)
Net cash used in financing activities(2,182)(8,948)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(13)(23)
Net change in cash and cash equivalents3,930 (3,296)
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR9,906 13,700 
CASH AND CASH EQUIVALENTS END OF PERIOD$13,836 $10,404 

3rd Quarter FY 2025 Supplemental Information 1 Exhibit 99.2

 
$62.0B Net Sales +8.0% Growth +5.7% Comparable Sales +8.0% Adjusted Comparable Sales1 +5.2% Comparable Traffic +14.8% E-Comm Comparable Sales +15.7% Adjusted E-Comm Comparable Sales2 Q3 Highlights - Sales 1 - Excluding impacts from changes in gasoline prices and foreign exchange 2 - E-commerce Comparable Sales excluding impacts from FX 2 +0.4% Comparable Ticket +2.7% Adjusted Comparable Ticket1

 
Q3 Highlights – Sales - Segment Reporting 1 - Excluding impacts from changes in gasoline prices and foreign exchange Comp Sales US Canada Other International Total Company Sales +6.6% +2.9% +3.2% +5.7% Ticket +1.1% -1.3% -1.5% +0.4% Traffic +5.5% +4.3% +4.8% +5.2% 3 Adjusted Comp Sales1 US Canada Other International Total Company Sales +7.9% +7.8% +8.5% +8.0% Ticket +2.3% +3.4% +3.6% +2.7% Traffic +5.5% +4.3% +4.8% +5.2%

 
Q3 Highlights - Financial Performance Gross Margin 11.25% +41 bps vs. Q3 FY’24 +29 bps ex. gas impact SG&A 9.16% -20 bps vs. Q3 FY’24 -11 bps ex. gas impact Diluted EPS $4.28 +13.2% Growth Net Income $1.90B +13.2% Growth 4 1 – Excluding the impacts from changes in gasoline prices 2 – Related to the one-time vacation accrual impact from the new employee agreement effective March 2025 Reported Ex Gas1 Reported Ex Gas1 Core +36bps +27bps Ops -13bps -5bps Other Bus +30bps +27bps Central -2bps -1bps LIFO -23bps -23bps Equity Comp +1bp +1bp Other2 -2bps -2bps Preopening -1bp -1bp Total +41bps +29bps Other2 -5bps -5bps Core on Core Sales: +36bps Total -20bps -11bps + = Favorable/lower, - = Unfavorable/higher

 
+10.4% Membership Income Growth +11.4% Membership Income Growth ex-FX 90.2% Worldwide Membership Renewal Rate 92.7% US/CN Renewal Rate 79.6MM Paid Memberships +6.8% Growth 142.8MM Total Cardholders +6.6% Growth 37.6MM Executive Memberships 73.1% Penetration of Sales to Executive Members Q3 Highlights - Membership 5

 
+14.8% E-Comm Comparable Sales 1 - E-commerce Comparable Sales excluding impacts from FX +15.7% Adjusted E-Comm Comparable Sales1 Top Sales Categories: - Gold/Jewelry - Toys - HABA - Majors - Home Furnishings - Housewares - Small Electrics - Apparel Digital Metrics: - Site Traffic: +20% - Average Order Value: +3% - Costco Logistics Deliveries +31% Digital Enhancements: - Partnership with Affirm for flexible payments plans Q3 Highlights - Digital 6

 
Q4 FY’24 End FY’25 Q1 FY’25 Q2 FY’25 Q3 Rest of FY (Estimated) FY’25 End (Estimated) US 614 2 1 7 5 629 Canada 108 1 - - 1 110 Other International 168 3 - 1 3 175 Total 890 6 1 8 9 914 Q3 Highlights - Warehouse Expansion Highland, California: 3/8/25 7 Weatherford, Texas: 3/15/25

 
Q3 Highlights - New Member Values KS Apparel KS Smoked Pork Ribs 8 Lowering Everyday Low Prices New Items KS Organic EVOO 2L From $24.99 to $18.39 KS Chocolate Macadamia Clusters From $17.99 to $14.69 KS Apple Berry Pie KS Mini Muffin Bites KS Organic Mixed Nut Butter From $8.69 to $7.59 KS Butter $1 per sell unit reduction

 
Safe Harbor Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public- health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP. 9

 
v3.25.1
Cover
May 29, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000909832
Document Type 8-K
Document Period End Date May 29, 2025
Entity Incorporation, State or Country Code WA
Entity File Number 0-20355
Entity Tax Identification Number 91-1223280
Entity Address, Address Line One 999 Lake Drive
Entity Address, City or Town Issaquah
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98027
City Area Code 425
Local Phone Number 313-8100
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 $.005 per share
Trading Symbol COST
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Registrant Name COSTCO WHOLESALE CORP /NEW
Costco Wholesale (NASDAQ:COST)
Historical Stock Chart
From Jun 2025 to Jul 2025 Click Here for more Costco Wholesale Charts.
Costco Wholesale (NASDAQ:COST)
Historical Stock Chart
From Jul 2024 to Jul 2025 Click Here for more Costco Wholesale Charts.