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FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322025-03-062025-03-06



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 6, 2025

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

Washington 0-20355 91-1223280
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $.005 per share COST NASDAQ

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 March 6, 2025, the Company issued a press release containing its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2025, ended February 16, 2025, and sales results for the four weeks ended March 2, 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 second quarter of fiscal 2025 is attached as Exhibit 99.2.
Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1.    Press release dated March 6, 2025.
99.2.    Second quarter fiscal 2025 supplemental information.
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: March 6, 2025 By: /s/ Gary Millerchip
Gary Millerchip
Executive Vice President and Chief Financial Officer

EX-99.1 2 costex9918-k3625.htm EX-99.1 Document

Exhibit 99.1
costco6a.jpg
Press Release
COSTCO WHOLESALE CORPORATION REPORTS SECOND QUARTER AND YEAR-TO-DATE OPERATING RESULTS FOR FISCAL 2025 AND FEBRUARY SALES RESULTS
ISSAQUAH, Wash., March 6, 2025 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2025, ended February 16, 2025.
Net sales for the quarter increased 9.1 percent, to $62.53 billion, from $57.33 billion last year. Net sales for the first 24 weeks increased 8.3 percent, to $123.52 billion, from $114.05 billion last year.
Comparable sales for the second quarter and first 24 weeks of fiscal 2025 were as follows:
12 Weeks 12 Weeks 24 Weeks 24 Weeks
Adjusted* Adjusted*
U.S. 8.3% 8.6% 6.8% 7.9%
Canada 4.6% 10.5% 5.2% 8.6%
Other International 1.7% 10.3% 3.2% 8.7%
Total Company 6.8% 9.1% 6.0% 8.1%
E-commerce 20.9% 22.2% 17.1% 17.9%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $1,788 million, $4.02 per diluted share, compared to $1,743 million, $3.92 per diluted share, last year. Last year's second quarter net income was positively impacted by a $94 million ($0.21 per diluted share) tax benefit due to the deductibility of the $15 per share special dividend to the extent received by 401(k) plan participants. Net income for the first 24 weeks was $3.59 billion, $8.06 per diluted share, compared to $3.33 billion, $7.49 per diluted share, last year.
For the four-week reporting month of February, ended March 2, 2025, the Company reported net sales of $19.81 billion, an increase of 8.8 percent from $18.21 billion last year. Net sales for the first 26 weeks were $133.36 billion, an increase of 8.3 percent from $123.15 billion last year.
Comparable sales for the February and year-to-date periods ended March 2, 2025, were as follows:
4 Weeks 4 Weeks 26 Weeks 26 Weeks
Adjusted* Adjusted*
U.S. 8.6% 8.6% 6.9% 7.9%
Canada 3.2% 8.7% 5.1% 8.6%
Other International -0.6% 6.5% 3.0% 8.7%
Total Company 6.5% 8.3% 6.1% 8.1%
E-commerce 19.0% 20.2% 16.9% 17.7%
*Excluding the impacts from changes in gasoline prices and foreign exchange.



costco6a.jpg
Press Release
Costco currently operates 897 warehouses, including 617 in the United States and Puerto Rico, 109 in Canada, 41 in Mexico, 36 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, March 6, 2025, and is available via a webcast on investor.costco.com (click on "Events & Presentations”).
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
David Sherwood, 425/313-8239
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305




COST-Earn

COST-Sales



costco6a.jpg
Press Release

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

12 Weeks Ended 24 Weeks Ended
February 16,
2025
February 18,
2024
February 16,
2025
February 18,
2024
REVENUE
Net sales $ 62,530  $ 57,331  $ 123,515  $ 114,048 
Membership fees 1,193  1,111  2,359  2,193 
Total revenue 63,723  58,442  125,874  116,241 
OPERATING EXPENSES
Merchandise costs 55,744  51,140  109,853  101,597 
Selling, general and administrative 5,663  5,240  11,509  10,598 
Operating income 2,316  2,062  4,512  4,046 
OTHER INCOME (EXPENSE)
Interest expense (36) (41) (73) (79)
Interest income and other, net 142  216  289  376 
INCOME BEFORE INCOME TAXES 2,422  2,237  4,728  4,343 
Provision for income taxes 634  494  1,142  1,011 
NET INCOME $ 1,788  $ 1,743  $ 3,586  $ 3,332 
NET INCOME PER COMMON SHARE:
Basic $ 4.03  $ 3.93  $ 8.08  $ 7.51 
Diluted $ 4.02  $ 3.92  $ 8.06  $ 7.49 
Shares used in calculation (000's):
Basic 443,982  443,892  443,985  443,859 
Diluted 444,886  444,754  444,888  444,579 




costco6a.jpg
Press Release

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



February 16,
2025
September 1,
2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 12,356  $ 9,906 
Short-term investments 802  1,238 
Receivables, net 3,060  2,721 
Merchandise inventories 18,754  18,647 
Other current assets 1,925  1,734 
Total current assets 36,897  34,246 
OTHER ASSETS
Property and equipment, net 29,809  29,032 
Operating lease right-of-use assets 2,531  2,617 
Other long-term assets 3,987  3,936 
TOTAL ASSETS $ 73,224  $ 69,831 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $ 18,610  $ 19,421 
Accrued salaries and benefits 5,150  4,794 
Accrued member rewards 2,491  2,435 
Deferred membership fees 2,824  2,501 
Other current liabilities 7,924  6,313 
Total current liabilities 36,999  35,464 
OTHER LIABILITIES
Long-term debt, excluding current portion 5,755  5,794 
Long-term operating lease liabilities 2,284  2,375 
Other long-term liabilities 2,609  2,576 
TOTAL LIABILITIES 47,647  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; 443,730,000 and 443,126,000 shares issued and outstanding
Additional paid-in capital 8,047  7,829 
Accumulated other comprehensive loss (2,242) (1,828)
Retained earnings 19,770  17,619 
TOTAL EQUITY 25,577  23,622 
TOTAL LIABILITIES AND EQUITY $ 73,224  $ 69,831 



costco6a.jpg
Press Release

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

24 Weeks Ended
February 16,
2025
February 18,
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,586  $ 3,332 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,100  1,015 
Non-cash lease expense 137  148 
Stock-based compensation 614  580 
Other non-cash operating activities, net (79) (7)
Changes in working capital
650  314 
Net cash provided by operating activities 6,008  5,382 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments (345) (719)
Maturities of short-term investments 752  1,029 
Additions to property and equipment (2,401) (2,071)
Other investing activities, net (13)
Net cash used in investing activities (2,007) (1,752)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings (389) (409)
Proceeds from short-term borrowings 370  383 
Proceeds from issuance of long-term debt —  498 
Tax withholdings on stock-based awards (390) (292)
Repurchases of common stock (412) (322)
Cash dividend payments (515) (8,012)
Financing lease payments and other financing activities, net (98) (96)
Net cash used in financing activities (1,434) (8,250)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(117) 15 
Net change in cash and cash equivalents 2,450  (4,605)
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 9,906  13,700 
CASH AND CASH EQUIVALENTS END OF PERIOD $ 12,356  $ 9,095 

EX-99.2 3 costex9928-k3625.htm EX-99.2 costex9928-k3625
2nd Quarter FY 2025 Supplemental Information 1


 
$62.5B Net Sales +9.1% Growth +6.8% Comparable Sales +9.1% Adjusted Comparable Sales1 +5.7% Comparable Traffic +20.9% E-Comm Comparable Sales +22.2% Adjusted E-Comm Comparable Sales2 Q2 Highlights - Sales 1 - Excluding impacts from changes in gasoline prices and foreign exchange 2 - E-commerce Comparable Sales excluding impacts from FX 2 +1.0% Comparable Ticket +3.2% Adjusted Comparable Ticket1


 
Q2 Highlights – Sales - Segment Reporting 1 - Excluding impacts from changes in gasoline prices and foreign exchange Comp Sales US Canada Other International Total Company Sales +8.3% +4.6% +1.7% +6.8% Ticket +2.6% -1.1% -4.3% +1.0% Traffic +5.6% +5.8% +6.3% +5.7% 3 Adjusted Comp Sales1 US Canada Other International Total Company Sales +8.6% +10.5% +10.3% +9.1% Ticket +2.8% +4.4% +3.8% +3.2% Traffic +5.6% +5.8% +6.3% +5.7%


 
Q2 Highlights - Financial Performance Reported Ex Gas1 Reported Ex Gas1 Core +5bps +4bps Ops +7bps +8bps Other Bus +1bp 0bps Central 0bps 0bps LIFO -1bp 0bps Equity Comp 0bps 0bps Total +5bps +4bps Preopening +1bp +1bp Core on Core Sales: -8bps Total +8bps +9bps + = Favorable/lower, - = Unfavorable/higher Gross Margin 10.85% +5 bps vs. Q2 FY’24 +4 bps ex. gas impact SG&A 9.06% +8 bps vs. Q2 FY’24 +9 bps ex. gas impact Diluted EPS $4.02 +2.6% Growth* Net Income $1.79B +2.6% Growth* *- “Other” Items for the Quarter: - Last year’s results included a tax benefit of $94 million, or $0.21 per diluted share, related to the tax deductibility of the special dividend paid to 401(k) participants. - Excluding last year’s tax benefit, net income and diluted EPS growth were both +8.4%. - The translation of foreign earnings had a negative impact of -$57 million, or -$0.13 per diluted share, on net income. 4 1 – Excluding the impacts from changes in gasoline prices


 
+7.4% Membership Income Growth +9.4% Membership Income Growth ex-FX 90.5% Worldwide Membership Renewal Rate 93.0% US/CN Renewal Rate 78.4MM Paid Memberships +6.8% Growth 140.6MM Total Cardholders +6.6% Growth 36.9MM Executive Memberships 73.8% Penetration of Sales to Executive Members Q2 Highlights - Membership 5


 
+20.9% E-Comm Comparable Sales 1 - E-commerce Comparable Sales excluding impacts from FX +22.2% Adjusted E-Comm Comparable Sales1 Top Sales Categories: - Gold and Jewelry - Home Furnishings - Small Electrics - Hardware - Sporting Goods - Housewares - Toys Digital Metrics: - Site Traffic: +13% - Average Order Value: +10% - Costco Logistics Deliveries: +19% - 43M visits to the new warehouse tool on the app Q2 Highlights - Digital 6


 
Q4 FY’24 End FY’25 Q1 FY’25 Q2 Rest of FY (Estimated) FY’25 End (Estimated) US 614 2 1 12 629 Canada 108 1 - 2 111 Other International 168 3 - 4 175 Total 890 6 1 18 915 Q2 Highlights - Warehouse Expansion Pleasanton, California: 11/27/24 7


 
Q2 Highlights - New Member Values KS Diapers (improved and increased value) KS Vodka + Soda 8 Lowering Every Day Low Prices New Items KS Organic Peanut Butter 13% Reduction KS Tortilla Strips 12% Reduction KS French Fries 5lbs KS Unsalted Pistachios KS Refined Olive Oil 7% 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