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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): May 29, 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 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.

99.1. Press release dated May 29, 2025.

99.2. Third 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: May 29, 2025	By:	/s/ Gary Millerchip
		Gary Millerchip
		Executive Vice President and Chief Financial Officer

EX-99.1 2 costex9918-k52925.htm EX-99.1 Document

Exhibit 99.1

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 Weeks	12 Weeks	36 Weeks	36 Weeks
		Adjusted*		Adjusted*
U.S.	6.6%	7.9%	6.7%	7.9%
Canada	2.9%	7.8%	4.4%	8.3%
Other International	3.2%	8.5%	3.2%	8.7%
Total Company	5.7%	8.0%	5.9%	8.1%
E-commerce	14.8%	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”).

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

Press Release

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)


	12 Weeks Ended				36 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 fees	1,240		1,123		3,599		3,316
Total revenue	63,205		58,515		189,079		174,756
OPERATING EXPENSES
Merchandise costs	54,996		51,173		164,849		152,770
Selling, general and administrative	5,679		5,145		17,188		15,743
Operating income	2,530		2,197		7,042		6,243
OTHER INCOME (EXPENSE)
Interest expense	(35)		(41)		(108)		(120)
Interest income and other, net	85		128		374		504
INCOME BEFORE INCOME TAXES	2,580		2,284		7,308		6,627
Provision for income taxes	677		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):
Basic	443,958		443,892		443,976		443,870
Diluted	444,762		444,828		444,846		444,662

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 investments	1,014		1,238
Receivables, net	2,875		2,721
Merchandise inventories	18,606		18,647
Other current assets	1,820		1,734
Total current assets	38,151		34,246
OTHER ASSETS
Property and equipment, net	30,582		29,032
Operating lease right-of-use assets	2,718		2,617
Other long-term assets	4,031		3,936
TOTAL ASSETS	$	75,482	$	69,831
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	19,820	$	19,421
Accrued salaries and benefits	4,813		4,794
Accrued member rewards	2,583		2,435
Deferred membership fees	2,931		2,501

Other current liabilities	7,432		6,313
Total current liabilities	37,579		35,464
OTHER LIABILITIES
Long-term debt, excluding current portion	5,717		5,794
Long-term operating lease liabilities	2,463		2,375
Other long-term liabilities	2,598		2,576
TOTAL LIABILITIES	48,357		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 outstanding	2		2
Additional paid-in capital	8,148		7,829
Accumulated other comprehensive loss	(1,915)		(1,828)
Retained earnings	20,890		17,619


TOTAL EQUITY	27,125		23,622
TOTAL LIABILITIES AND EQUITY	$	75,482	$	69,831

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 amortization	1,652		1,531
Non-cash lease expense	208		220
Stock-based compensation	720		686
Other non-cash operating activities, net	(15)		(35)
Changes in working capital	1,414		966



Net cash provided by operating activities	9,468		8,381
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments	(573)		(1,007)
Maturities of short-term investments	786		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 borrowings	616		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 equivalents	3,930		(3,296)
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR	9,906		13,700
CASH AND CASH EQUIVALENTS END OF PERIOD	$	13,836	$	10,404

EX-99.2 3 costex9928-k52925.htm EX-99.2 costex9928-k52925

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