FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322024-12-122024-12-12



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): December 12, 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 December 12, 2024, the Company issued a press release containing its operating results for the first quarter (twelve weeks) of fiscal 2025, ended November 24, 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 first 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: December 12, 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 FIRST QUARTER FISCAL YEAR 2025 OPERATING RESULTS
ISSAQUAH, Wash., December 12, 2024 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the first quarter of fiscal 2025 (twelve weeks), ended November 24, 2024.
Net sales for the first quarter increased 7.5 percent, to $60.99 billion from $56.72 billion last year.
Comparable sales for the first quarter fiscal 2025 were as follows:
12 Weeks12 Weeks
Adjusted*
U.S.5.2%7.2%
Canada5.8%6.7%
Other International4.7%7.1%
Total Company5.2%7.1%
E-commerce13.0%13.2%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $1,798 million, $4.04 per diluted share, compared to $1,589 million, $3.58 per diluted share, last year. This year's results included a tax benefit of $100 million, $0.22 per diluted share, related to stock-based compensation. Last year's results included a tax benefit of $44 million, $0.10 per diluted share, also related to stock-based compensation.
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, December 12, 2024, and is available via a webcast on investor.costco.com (click "Events & Presentations”).


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

12 Weeks Ended
November 24,
2024		November 26,
2023
REVENUE
Net sales$60,985 $56,717 
Membership fees1,166 1,082 
Total revenue62,151 57,799 
OPERATING EXPENSES
Merchandise costs54,109 50,457 
Selling, general and administrative5,846 5,358 
Operating income2,196 1,984 
OTHER INCOME (EXPENSE)
Interest expense(37)(38)
Interest income and other, net147 160 
INCOME BEFORE INCOME TAXES2,306 2,106 
Provision for income taxes508 517 
NET INCOME$1,798 $1,589 
NET INCOME PER COMMON SHARE:
Basic$4.05 $3.58 
Diluted$4.04 $3.58 
Shares used in calculation (000's):
Basic443,988 443,827 
Diluted444,891 444,403 



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Press Release

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

November 24,
2024		September 1,
2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents$10,907 $9,906 
Short-term investments920 1,238 
Receivables, net2,963 2,721 
Merchandise inventories20,979 18,647 
Other current assets1,754 1,734 
Total current assets37,523 34,246 
OTHER ASSETS
Property and equipment, net29,336 29,032 
Operating lease right-of-use assets2,539 2,617 
Other long-term assets3,988 3,936 
TOTAL ASSETS$73,386 $69,831 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable$21,793 $19,421 
Accrued salaries and benefits4,785 4,794 
Accrued member rewards2,444 2,435 
Deferred membership fees2,683 2,501 
Other current liabilities6,584 6,313 
Total current liabilities38,289 35,464 
OTHER LIABILITIES
Long-term debt, excluding current portion5,745 5,794 
Long-term operating lease liabilities2,288 2,375 
Other long-term liabilities2,613 2,576 
TOTAL LIABILITIES48,935 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; 443,942,000 and 443,126,000 shares issued and outstanding2 2 
Additional paid-in capital7,901 7,829 
Accumulated other comprehensive loss(2,152)(1,828)
Retained earnings18,700 17,619 
TOTAL EQUITY24,451 23,622 
TOTAL LIABILITIES AND EQUITY$73,386 $69,831 


costco6.jpg
Press Release

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

12 Weeks Ended
November 24,
2024		November 26,
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$1,798 $1,589 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization548 501 
Non-cash lease expense72 74 
Stock-based compensation463 444 
Other non-cash operating activities, net(72)43 
Changes in working capital
451 2,000 
Net cash provided by operating activities3,260 4,651 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments(247)(200)
Maturities and sales of short-term investments541 878 
Additions to property and equipment(1,264)(1,040)
Other investing activities, net(15)(4)
Net cash used in investing activities(985)(366)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings(194)(173)
Proceeds from short-term borrowings133 144 
Proceeds from issuance of long-term debt— 498 
Tax withholdings on stock-based awards(389)(292)
Repurchases of common stock(207)(162)
Cash dividend payments(515)(905)
Financing lease payments and other financing activities, net(21)(84)
Net cash used in financing activities(1,193)(974)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(81)— 
Net change in cash and cash equivalents1,001 3,311 
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR9,906 13,700 
CASH AND CASH EQUIVALENTS END OF YEAR$10,907 $17,011 

1st Quarter FY 2025 Supplemental Information 1 Exhibit 99.2

 
$61.0B Net Sales +7.5% Growth +5.2% Comparable Sales +7.1% Adjusted Comparable Sales1 +5.1% Comparable Traffic +0.1% Comparable Ticket +13.0% E-Comm Comparable Sales +13.2% Adjusted E-Comm Comparable Sales2 Q1 Highlights - Sales 1 - Comparable Sales excluding impacts from gas inflation/deflation and FX 2 - E-commerce Comparable Sales excluding impacts from FX Comp Sales US Canada Other International Total Company Sales +5.2% +5.8% +4.7% +5.2% Ticket +0.3% -0.1% -0.6% +0.1% Traffic +4.9% +5.9% +5.3% +5.1% 2

 
Q1 Highlights - Financial Performance Reported Ex Gas Reported Ex Gas Core +31bps +17bps Ops -15bps -4bps Other Bus -12bps -16bps Central -5bps -3bps 2% Reward +5bps +6bps Equity Comp +2bps +3bps LIFO 0bps 0bps Preopening +4bp +4bps Total +24bps +7bps Total -14bps 0bps Core on Core Sales: +3bps + = Favorable/lower, - = Unfavorable/higher Gross Margin 11.28% +24 bps vs. Q1 FY’24 +7 bps ex. gas impact SG&A 9.59% -14 bps vs. Q1 FY’24 Flat ex. gas impact Diluted EPS $4.04 +12.8% Growth* Net Income $1.80B +13.2% Growth* *- “Other” Items for the Quarter: - This year’s results included a tax benefit of $100 million, or $0.22 per diluted share, related to stock- based compensation. - Last year’s results included a tax benefit of $44 million, or $0.10 per diluted share, also related to stock-based compensation. - Excluding these items from both years, net income and diluted EPS growth were 9.9% and 9.8%, respectively. 3

 
+7.8% Membership Income Growth +7.8% Membership Income Growth ex-FX 90.4% Worldwide Membership Renewal Rate 92.8% US/CN Renewal Rate 77.4MM Paid Memberships +7.6% Growth 138.8MM Total Cardholders +7.2% Growth 36.4MM Executive Memberships 73.1% Penetration of Sales to Executive Members Q1 Highlights - Membership 4

 
+13.0% E-Comm Comparable Sales 1 - E-commerce Comparable Sales excluding impacts from FX +13.2% Adjusted E-Comm Comparable Sales1 Top Sales Categories: - Gold and Jewelry - Hardware - Gift Cards - Home Furnishings - Health and Beauty Aids - Sporting Goods Digital Metrics: - Site Traffic: +16% - Average Order Value: +4% - Costco Logistics Deliveries: +13% [Items +19%] Q1 Highlights - Digital 5

 
Q4 FY’24 End FY’25 Q1 Rest of FY (Estimated) FY’25 End (Estimated) US 614 2 14 630 Canada 108 1 2 111 Other International 168 3 4 175 Total 890 6 20 916 Q1 Highlights - Warehouse Expansion Zaragoza, ES: 9/13/24 6 Napa, California: 10/18/24

 
Q1 Highlights - New Member Values KS Butter Chicken with Naan Bread KS Oxi Powder 7 Lowering Every Day Low Prices New Items KS 3 Ply Ultra Facial Tissue 6% Reduction KS Chicken Stock 11% Reduction KS Food Storage Bags (Various Sizes) Meatball Sub

 
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. 8

 
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Entity Tax Identification Number 91-1223280
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