FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322024-09-262024-09-26



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): September 26, 2024

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 September 26, 2024, the Company issued a press release containing its operating results for the 16-week fourth quarter and the 52-week fiscal year, ended September 1, 2024. 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 fourth quarter of fiscal 2024 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: September 26, 2024By:/s/ Gary Millerchip
Gary Millerchip
Executive Vice President and Chief Financial Officer


Exhibit 99.1
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Press Release
COSTCO WHOLESALE CORPORATION REPORTS FOURTH QUARTER AND FISCAL
YEAR 2024 OPERATING RESULTS
ISSAQUAH, Wash., September 26, 2024 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the 16-week fourth quarter and the 52-week fiscal year ended September 1, 2024.
For the 16-week fourth quarter, the Company reported net sales of $78.2 billion, an increase of 1.0 percent compared to net sales of $77.4 billion in the 17-week fourth quarter of fiscal year 2023. For the 52-week fiscal year, the Company reported net sales of $249.6 billion, an increase of 5.0 percent from $237.7 billion reported in the 53-week fiscal year 2023.
The following comparable sales data reflect comparable locations year-over-year and comparable retail weeks.
Comparable sales were as follows:
16 Weeks16 Weeks52 Weeks52 Weeks
Adjusted*Adjusted*
U.S.5.3%6.3%4.5%5.0%
Canada5.5%7.9%7.0%8.1%
Other International5.7%9.3%8.1%8.4%
Total Company5.4%6.9%5.3%5.9%
E-commerce18.9%19.5%16.1%16.2%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the 16-week fourth quarter was $2.354 billion, $5.29 per diluted share, compared to $2.160 billion, $4.86 per diluted share, in the 17-week fourth quarter last year. This year's results included a net non-recurring tax benefit of $63 million, $0.14 per diluted share, related to a transfer pricing settlement, and true-ups of tax reserves.
Net income for the 52-week fiscal year was $7.367 billion, $16.56 per diluted share, compared to $6.292 billion, $14.16 per diluted share, in the 53-week prior year.
Costco currently operates 891 warehouses, including 614 in the United States and Puerto Rico, 108 in Canada, 40 in Mexico, 35 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, September 26, 2024, and will be available via a webcast on investor.costco.com (click "Events & Presentations”).
Certain statements contained in this document and the pre-recorded message 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


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Press Release
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), energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, 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


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Press Release

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

16 Weeks Ended17 Weeks Ended52 Weeks Ended53 Weeks Ended
September 1,
2024		September 3,
2023		September 1,
2024		September 3,
2023
REVENUE
Net sales$78,185 $77,430 $249,625 $237,710 
Membership fees1,512 1,509 4,828 4,580 
Total revenue79,697 78,939 254,453 242,290 
OPERATING EXPENSES
Merchandise costs69,588 69,219 222,358 212,586 
Selling, general and administrative7,067 6,939 22,810 21,590 
Operating income3,042 2,781 9,285 8,114 
OTHER INCOME (EXPENSE)
Interest expense(49)(56)(169)(160)
Interest income and other, net120 238 624 533 
INCOME BEFORE INCOME TAXES3,113 2,963 9,740 8,487 
Provision for income taxes759 803 2,373 2,195 
NET INCOME$2,354 $2,160 $7,367 $6,292 
NET INCOME PER COMMON SHARE:
Basic$5.30 $4.87 $16.59 $14.18 
Diluted$5.29 $4.86 $16.56 $14.16 
Shares used in calculation (000's):
Basic444,013 443,876 443,914 443,854 
Diluted444,977 444,445 444,759 444,452 



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Press Release

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

September 1,
2024		September 3,
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents$9,906 $13,700 
Short-term investments1,238 1,534 
Receivables, net2,721 2,285 
Merchandise inventories18,647 16,651 
Other current assets1,734 1,709 
Total current assets34,246 35,879 
OTHER ASSETS
Property and equipment, net29,032 26,684 
Operating lease right-of-use assets2,617 2,713 
Other long-term assets3,936 3,718 
TOTAL ASSETS$69,831 $68,994 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable$19,421 $17,483 
Accrued salaries and benefits4,794 4,278 
Accrued member rewards2,435 2,150 
Deferred membership fees2,501 2,337 
Current portion of long-term debt103 1,081 
Other current liabilities6,210 6,254 
Total current liabilities35,464 33,583 
OTHER LIABILITIES
Long-term debt, excluding current portion5,794 5,377 
Long-term operating lease liabilities2,375 2,426 
Other long-term liabilities2,576 2,550 
TOTAL LIABILITIES46,209 43,936 
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; 443,126,000 and 442,793,000 shares issued and outstanding
2 2 
Additional paid-in capital7,829 7,340 
Accumulated other comprehensive loss(1,828)(1,805)
Retained earnings17,619 19,521 
TOTAL EQUITY23,622 25,058 
TOTAL LIABILITIES AND EQUITY$69,831 $68,994 


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Press Release

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

52 Weeks Ended53 Weeks Ended
September 1,
2024		September 3,
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$7,367 $6,292 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,237 2,077 
Non-cash lease expense315 412 
Stock-based compensation818 774 
Impairment of assets and other non-cash operating activities, net(9)495 
Changes in working capital
611 1,018 
Net cash provided by operating activities11,339 11,068 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments(1,470)(1,622)
Maturities and sales of short-term investments1,790 937 
Additions to property and equipment(4,710)(4,323)
Other investing activities, net(19)36 
Net cash used in investing activities(4,409)(4,972)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings(920)(935)
Proceeds from short-term borrowings928 917 
Repayments of long-term debt(1,077)(75)
Proceeds from issuance of long-term debt498 — 
Tax withholdings on stock-based awards(315)(303)
Repurchases of common stock(700)(676)
Cash dividend payments(9,041)(1,251)
Financing lease payments(136)(291)
Other financing activities, net(1)— 
Net cash used in financing activities(10,764)(2,614)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
40 15 
Net change in cash and cash equivalents(3,794)3,497 
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR13,700 10,203 
CASH AND CASH EQUIVALENTS END OF YEAR$9,906 $13,700 

4th Quarter FY 2024 Supplemental Information 1 Exhibit 99.2

 
$78.2B Net Sales +1.0% Growth1 +5.4% Comparable Sales +6.9% Adjusted Comparable Sales2 +6.4% Comparable Traffic -0.9% Comparable Ticket +18.9% E-Comm Comparable Sales +19.5% Adjusted E-Comm Comparable Sales3 Q4 Highlights - Sales 1 - Last year’s results included 17 reporting weeks for the quarter. Normalizing for the additional week net sales growth was +7.3% 2 - Comparable Sales excluding impacts from gas inflation/deflation and FX 3 - E-commerce comparable Sales excluding impacts from FX Comp Sales US Canada Other International Total Company Sales +5.3% +5.5% +5.7% +5.4% Ticket -0.3% -2.1% -2.2% -0.9% Traffic +5.6% +7.7% +8.1% +6.4% 2

 
Q4 Highlights - Financial Performance Reported Ex Gas Reported Ex Gas Core -5bps -11bps Ops -4bps 0bps Other Bus +44bps +42bps Central -3bps -2bps 2% Reward -4bps -3bps Equity Comp 0bps 0bps LIFO +5bps +5bps Preopening -1bp 0bps Total +40bps +33bps Total -8bps -2bps Core on Core Sales: +9bps + = Favorable/lower, - = Unfavorable/higher Gross Margin 11.00% +40 bps vs. Q4 FY’23 +33 bps ex. gas impact SG&A 9.04% -8 bps vs. Q4 FY’23 -2 bps ex. gas impact Diluted EPS $5.29 +8.8% Growth* Net Income $2.35B +9.0% Growth* *- “Other” Items for the Quarter: - Last year's results included 17 weeks while this year’s quarter had 16 weeks. - This year’s results included a non-recurring tax benefit of $63M, or $0.14/diluted share. - Normalizing for both of the above items, net income and diluted EPS growth was 12.7% and 12.6%, respectively. 3

 
+6.5%* Membership Income Growth (Normalized) +7.4%* Membership Income Growth ex-FX (Norm.) 90.5% Worldwide Membership Renewal Rate 92.9% US/CN Renewal Rate 76.2MM Paid Memberships +7.3% Growth 136.8MM Total Cardholders +7.0% Growth 35.4MM Executive Memberships 73.5% Penetration of Sales to Executive Members Q4 Highlights - Membership 4 * - This year’s results included 16 weeks, compared to 17 weeks last year. These numbers are normalized to adjust for the extra week last year.

 
+18.9% E-Comm Comparable Sales 1 - E-commerce comparable Sales excluding impacts from FX +19.5% Adjusted E-Comm Comparable Sales1 Top Sales Categories: - Appliances - Gold / Silver Bullion - Home Furnishings - Gift Cards Digital Metrics (Normalized for 16-weeks): - New Mobile Application Downloads: +29% - Site Traffic: +8% - Average Order Value: +5% - Costco Logistics Deliveries: +17% Digital Enhancements: - Improved native search on US mobile app - US warehouse inventory lookup within the app Q4 Highlights - Digital 5

 
Q4 FY’23 End FY’24 Q1 - Q3 FY’24 Q4 FY’24 End FY’25 (E) US 591 13 10 614 630 Canada 107 1 - 108 111 Other International 163 1 4 168 175 Total 861 15 14 890 916 Q4 Highlights - Warehouse Expansion Cheongna, Korea: 8/22/24Nanjing, China: 5/28/24 6

 
Q4 Highlights - New Member Values KS Organic Golden Maple Syrup KS Take and Bake Pizza 7 Lowering Every Day Low Prices New Items KS Baguette 2pk 17% Reduction KS Cashews 4% Reduction KS All Butter Pound Cake KS Tempura Shrimp Taco Kit

 
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), energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, 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. 8

 
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Sep. 26, 2024
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Document Type 8-K
Document Period End Date Sep. 26, 2024
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Entity File Number 0-20355
Entity Tax Identification Number 91-1223280
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Entity Registrant Name COSTCO WHOLESALE CORP /NEW
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