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COSTCO WHOLESALE CORP /NEW - Annual Report: 2024 (Form 10-K)

Total703 187 890 
_______________
(1)134 of the 187 leases are land-only leases, where Costco owns the building.
At the end of 2024, our warehouses contained approximately 130.9 million square feet of operating floor space: 91.1 million in the U.S.; 15.5 million in Canada; and 24.3 million in Other International. Total square feet associated with distribution and logistics facilities were approximately 31.9 million. Additionally, we operate various processing, packaging, manufacturing and other facilities to support our business, which includes the production of certain private-label items.

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Item 3—Legal Proceedings
See discussion of Legal Proceedings in Note 10 to the consolidated financial statements included in Item 8 of this Report.
Item 4—Mine Safety Disclosures
Not applicable.
PART II
Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Dividend Policy
Our common stock is traded on the NASDAQ Global Select Market under the symbol “COST.” On October 1, 2024, we had 10,471 stockholders of record.
Payment of dividends is subject to declaration by the Board of Directors. Factors considered in determining dividends include our profitability and expected capital needs. Subject to these qualifications, we presently expect to continue to pay dividends on a quarterly basis.
Issuer Purchases of Equity Securities
The following table sets forth information on our common stock repurchase activity for the fourth quarter of 2024 (dollars in millions, except per share data):
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
Maximum Dollar Value of Shares that May Yet be Purchased under the Program
May 13—June 9, 202466,000 $806.79 66,000 $3,026 
June 10—July 7, 202446,000 854.00 46,000 2,987 
July 8—August 4, 202455,000 828.14 55,000 2,941 
August 5—September 1, 202488,000 865.39 88,000 2,865 
     Total fourth quarter255,000 $840.12 255,000 
_______________
(1)Our share repurchase program is conducted under a $4,000 authorization approved by our Board of Directors in January 2023, which expires in January 2027.
Performance Graph
The following graph compares the cumulative total shareholder return assuming reinvestment of dividends on an investment of $100 in Costco common stock, S&P 500 Index, and the S&P Retail Select Index over the five years from September 1, 2019, through September 1, 2024. The S&P Retail Select Index comprises stocks in the S&P Total Market Index that are classified in the GICS Apparel Retail, Automotive Retail, Broadline Retail, Computer & Electronic Retail, Consumer Staples Merchandise Retail, Drug Retail, Food Retailers and Other Specialty Retail sub-industries.
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485
The following graph provides information concerning average sales per warehouse over a 10-year period.
Average Sales Per Warehouse*
(Sales In Millions)
Year Opened# of Whses
202429$170 
202323$151 166 
202223$150 158 179 
202120$140 158 172 187 
202013$132 152 184 193 215 
201920$129 138 172 208 216 226 
201821$116 119 141 172 202 214 231 
201726$121 142 158 176 206 237 247 262 
201629$87 97 118 131 145 173 204 212 222 
2015 & Before686$162 162 168 181 189 199 225 256 266 276 
Totals890$162 $159 $163 $176 $182 $192 $217 $245 $252 $260 
2015201620172018201920202021202220232024
Fiscal Year
*First year sales annualized.
2017 and 2023 were 53-week fiscal years but have been normalized for purposes of comparability.
Item 6—Reserved
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Item 7—Management's Discussion and Analysis of Financial Conditions and Results of Operations (amounts in millions, except per share, share, membership fee, and warehouse count data)
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 2024 compared to 2023. For discussion related to the results of operations and changes in financial condition for 2023 compared to 2022 refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year 2023 Form 10-K, which was filed with the United States Securities and Exchange Commission (SEC) on October 11, 2023.
Overview
We believe that the most important driver of our profitability is increasing net sales, particularly comparable sales. Net sales includes our core merchandise categories (foods and sundries, non-foods, and fresh foods), warehouse ancillary (gasoline, pharmacy, optical, food court, hearing aids, and tire installation) and other businesses (e-commerce, business centers, travel and other). E-commerce and business center sales are allocated to the appropriate merchandise categories in the Net Sales discussion. Comparable sales is defined as net sales from warehouses open for more than one year, including remodels, relocations and expansions, and sales related to e-commerce sites operating for more than one year. The measure is intended as supplemental information and is not a substitute for net sales presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and should be reviewed in conjunction with results reported in accordance with U.S. GAAP. Comparable sales growth is achieved through increasing shopping frequency from new and existing members and the amount they spend on each visit (average ticket). Sales comparisons can also be particularly influenced by certain factors that are beyond our control: fluctuations in currency exchange rates (with respect to our international operations) and inflation or deflation in the cost of gasoline and associated competitive conditions. The higher our comparable sales exclusive of these items, the more we can leverage our SG&A expenses, reducing them as a percentage of sales and enhancing profitability. Generating comparable sales growth is foremost a question of making available the right merchandise at the right prices, a skill that we believe we have repeatedly demonstrated over the long-term. Another substantial factor in net sales growth is the health of the economies in which we do business, including the effects of inflation or deflation, especially the United States. Net sales growth and gross margins are also impacted by our competition, which is vigorous and widespread, across a wide range of global, national and regional wholesalers and retailers, including those with e-commerce operations. While we cannot control or reliably predict general economic health or changes in competition, we believe that we have been successful historically in adapting our business to these changes, such as through adjustments to our pricing and merchandise mix, including increasing the penetration of our private-label items, and through online offerings.
Our philosophy is to provide our members with quality goods and services at competitive prices. We do not focus in the short-term on maximizing prices charged, but instead seek to maintain what we believe is a perception among our members of our “pricing authority” – consistently providing the most competitive values. Our net sales and gross margin are influenced in part by our merchandising and pricing strategies in response to cost increases. Those strategies can include, but are not limited to, working with our suppliers to share in absorbing cost increases, earlier-than-usual purchasing and in greater volumes, as well as passing cost increases on to our members. Our investments in merchandise pricing may include reducing prices on merchandise to drive sales or meet competition and holding prices steady despite cost increases instead of passing the increases on to our members, negatively impacting gross margin and gross margin as a percentage of net sales (gross margin percentage) in the near term.
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We believe our gasoline business enhances traffic in our warehouses; it generally has a lower gross margin percentage and lower SG&A expense relative to our non-gasoline businesses. A higher penetration of gasoline sales will generally lower our gross margin percentage. Generally, rising gasoline prices benefit net sales growth which, given the higher sales base, negatively impacts our gross margin percentage but decreases our SG&A expenses as a percentage of net sales. A decline in gasoline prices has the inverse effect.
Government actions in various countries relating to tariffs, particularly China and the United States, have affected the costs of some of our merchandise. The degree of our exposure is dependent on (among other things) the type of goods, rates imposed, and timing of the tariffs. Higher tariffs could adversely impact our results.
We also achieve net sales growth by opening new warehouses. As our warehouse base grows, available and desirable sites become more difficult to secure, and square footage growth becomes a comparatively less substantial component of growth. Negative aspects of such growth include lower initial operating profitability relative to existing warehouses and cannibalization of sales at existing warehouses when openings occur in existing markets. Our rate of square footage growth is generally higher in foreign markets, due to the smaller base in those markets, and we expect that to continue. Our e-commerce business, domestically and internationally, has a lower gross-margin percentage than our warehouse operations.
The membership format is an integral part of our business and profitability. This format is designed to reinforce member loyalty and provide continuing fee revenue. The extent to which we achieve growth in our membership base, increase the penetration of Executive memberships, and sustain high renewal rates materially influences our profitability. Our paid-membership growth rate may be adversely impacted when warehouse openings occur in existing markets as compared to new markets. Our worldwide renewal rate may be adversely impacted by lower renewal rates in newer markets.
Our financial performance depends heavily on controlling costs. While we believe that we have achieved successes in this area, some significant costs are partially outside our control, particularly health care and utility expenses. With respect to the compensation of our employees, our philosophy is not to seek to minimize their wages and benefits. Rather, we believe that achieving our longer-term objectives of reducing employee turnover, increasing productivity and enhancing employee satisfaction requires maintaining compensation levels that are better than the industry average for much of our workforce. This may cause us, for example, to absorb costs that other employers might seek to pass through to their workforces. Because our business operates on very low margins, modest changes in various items in the consolidated statements of income, particularly merchandise costs and SG&A expenses, can have substantial impacts on net income.
Our operating model is generally the same across our U.S., Canadian, and Other International operating segments (see Note 11 to the consolidated financial statements included in Item 8 of this Report). Certain operations in the Other International segment have relatively higher rates of square footage growth, lower wage and benefit costs as a percentage of sales, less or no direct membership warehouse competition, or lack e-commerce or business delivery.
In discussions of our consolidated operating results, we refer to the impact of changes in foreign currencies relative to the U.S. dollar, which are differences between the foreign exchange rates we use to convert the financial results of our international operations from local currencies into U.S. dollars. This impact is calculated based on the difference between the current and prior period's exchange rates. The impact of changes in gasoline prices on net sales is calculated based on the difference between the current and prior period's average price per gallon sold. Results expressed excluding the impacts of foreign exchange and gasoline prices are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP and should be reviewed in conjunction with results reported in accordance with U.S. GAAP.
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Our fiscal year ends on the Sunday closest to August 31. References to 2024 and 2022 relate to the 52-week fiscal years ended September 1, 2024 and August 28, 2022. References to 2023 relate to the 53-week fiscal year ended September 3, 2023. Certain percentages presented are calculated using actual results prior to rounding.
Highlights for 2024 include:
•We opened 30 new warehouses, including one relocation: 23 net new in the U.S., one new in our Canadian segment, and five new in our Other International segment, compared to 26 new warehouses, including three relocations, in 2023;
•Net sales increased 5% to $249,625, driven by an increase in comparable sales and sales at new warehouses opened in 2023 and 2024, partially offset by one less week of sales in 2024;
•Membership fee revenue increased 5% to $4,828, driven by new member sign-ups and upgrades to Executive membership, partially offset by one less week of membership fee income in 2024;
•Gross margin percentage increased 35 basis points, driven primarily by warehouse ancillary and other businesses, largely e-commerce and gasoline, and the absence of charges related to the discontinuation of our charter shipping activities recorded in 2023;
•SG&A expenses as a percentage of net sales increased six basis points, primarily due to warehouse operations and other businesses, which included the impact of wage increases in March and September 2023 and July 2024, partially offset by sales leverage and improved productivity;
•The effective tax rate in 2024 was 24.4%, compared to 25.9% in 2023;
•Net income increased 17% to $7,367, or $16.56 per diluted share compared to $6,292, or $14.16 per diluted share in 2023;
•We paid a special cash dividend of $15 per share in January 2024; and
•In April, the Board of Directors approved a 14% increase in the quarterly cash dividend.
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RESULTS OF OPERATIONS
Net Sales
202420232022
Net Sales
$249,625$237,710$222,730
Changes in net sales:
U.S.4 %7 %17 %
Canada6 %4 %16 %
Other International9 %9 %10 %
Total Company5 %7 %16 %
Changes in comparable sales(1):
U.S.4 %3 %16 %
Canada7 %2 %15 %
Other International8 %3 %7 %
Total Company5 %3 %14 %
E-commerce16 %(6)%10 %
Changes in comparable sales excluding the impact of changes in foreign-currency and gasoline prices(1):
U.S.5 %4 %10 %
Canada8 %8 %12 %
Other International8 %8 %10 %
Total Company6 %5 %11 %
E-commerce16 %(5)%10 %
_______________
(1)Comparable sales for 2024 were calculated using comparable retail weeks.

Net Sales

Net sales increased $11,915 or 5% during 2024. The improvement was attributable to an increase in comparable sales and sales at new warehouses opened in 2023 and 2024, partially offset by the impact of one less week of sales in 2024. Sales increased $10,639, or 6% in core merchandise categories, increasing in all categories. Sales increased $1,276, or 3% in warehouse ancillary and other businesses, led by pharmacy, partially offset by a decrease in gasoline.
During 2024, the volume of gasoline sold increased approximately 1%, positively impacting net sales by $400, or 17 basis points, which includes the impact of one less week of sales in 2024. Lower gasoline prices negatively impacted net sales by $917, or 39 basis points, compared to 2023, with a 3% decrease in the average price per gallon. Changes in foreign currencies relative to the U.S. dollar negatively impacted net sales by approximately $474, 20 basis points, compared to 2023, attributable to our Canadian and Other International operations.
Comparable Sales
Comparable sales increased 5% during 2024 and were positively impacted by an increase in shopping frequency, partially offset by a slight decrease in average ticket.
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Membership Fees
202420232022
Membership fees$4,828$4,580$4,224
Membership fees increase5 %8 %9 %
Membership fee revenue increased 5% in 2024, driven by new member sign-ups and upgrades to Executive Membership. These increases were partially offset by one less week of membership fee income in 2024. At the end of 2024, our member renewal rates were 92.9% in the U.S. and Canada and 90.5% worldwide. Renewal rates benefited from higher penetration of Executive members. Our renewal rate, which excludes affiliates of Business members, is a trailing calculation that captures renewals during the period seven to eighteen months prior to the reporting date.
Effective September 1, 2024, we increased our membership fees in the U.S. and Canada for Gold Star (individual), Business, and Business affiliates to $65 per year. The Executive membership fee increased from $120 to $130 (membership fee of $65, plus Executive upgrade of $65), and the maximum annual 2% reward associated with the Executive Membership increased from $1,000 to $1,250. We account for membership fee revenue on a deferred basis, recognized ratably over one year. We expect these fee changes to increase revenues approximately $370 over the next two years, $190 of which will benefit fiscal 2025, primarily in the latter half of the year.
Gross Margin
202420232022
Net sales$249,625$237,710$222,730
Less merchandise costs222,358212,586199,382
Gross margin$27,267$25,124$23,348
Gross margin percentage10.92 %10.57 %10.48 %
Gross margin percentage increased 35 basis points. Excluding the impact of gasoline price deflation on net sales, gross margin percentage was 10.88%, an increase of 31 basis points. This increase was positively impacted by: 19 basis points due to warehouse ancillary and other businesses, primarily e-commerce and gasoline; 16 basis points due to the absence of charges related to the discontinuation of our charter shipping activities that were recorded in the first and third quarters of 2023; and three basis points due to a LIFO benefit. This increase was partially offset by four basis points in our core merchandise categories and three basis points due to increased 2% rewards.
The gross margin in core merchandise categories, when expressed as a percentage of core merchandise sales (rather than total net sales), increased 11 basis points. The increase was primarily due to non-foods, partially offset by fresh foods and foods and sundries. This measure eliminates the impact of changes in sales penetration and gross margins from our warehouse ancillary and other businesses.
Gross margin on a segment basis, when expressed as a percentage of the segment's own sales and excluding the impact of changes in gasoline prices on net sales (segment gross margin percentage), increased in our U.S. and Canadian segments. Our U.S. segment performed similarly to the consolidated results above. Our Canadian segment gross margin percentage increased, primarily due to increases in core merchandise categories and warehouse ancillary and other businesses, partially offset by increased 2% rewards. Gross margin percentage decreased in our Other International segment, primarily due to increased 2% rewards and a decrease in core merchandise categories.
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Selling, General and Administrative Expenses
202420232022
SG&A expenses$22,810$21,590$19,779
SG&A expenses as a percentage of net sales9.14 %9.08 %8.88 %
SG&A expenses as a percentage of net sales increased six basis points compared to 2023. SG&A expenses as a percentage of net sales excluding the impact of gasoline price deflation was 9.10%, an increase of two basis points. The comparison to last year was negatively impacted by two basis points in warehouse operations and other businesses, driven by our U.S. operations, which included the impact of wage increases in March and September 2023, and July 2024, partially offset by sales leverage and improved productivity. SG&A expenses as percentage of net sales were lower in our Canadian and Other International operations.
Interest Expense
202420232022
Interest expense$169 $160 $158 
Interest expense is primarily related to Senior Notes and financing leases. For more information on our debt arrangements, refer to the consolidated financial statements included in Item 8 of this Report.
Interest Income and Other, Net
202420232022
Interest income$533 $470 $61 
Foreign-currency transaction gains, net26 29 106 
Other, net65 34 38 
Interest income and other, net$624 $533 $205 
The increase in interest income in 2024 was due to higher global interest rates. Foreign-currency transaction gains, net, include revaluation or settlement of monetary assets and liabilities by our Canadian and Other International operations and mark-to-market adjustments for forward foreign-exchange contracts. See Derivatives and Foreign Currency sections in Note 1 to the consolidated financial statements included in Item 8 of this Report.
Provision for Income Taxes
202420232022
Provision for income taxes$2,373 $2,195 $1,925 
Effective tax rate24.4 %25.9 %24.6 %
The effective tax rate for 2024 was favorably impacted by discrete tax benefits of $94 related to the portion of the special dividend payable through our 401(k) plan, a net non-recurring tax benefit of $63 related to a transfer pricing settlement and certain true-ups of tax reserves, and $45 of excess tax benefits related to stock compensation.
The effective tax rate for 2023 was favorably impacted by discrete tax benefits of $54 due to excess tax benefits related to stock compensation.
The Organization of Economic Cooperation and Development (OECD) has introduced a framework to implement a global minimum corporate tax of 15% (referred to as Pillar 2) which is effective for fiscal 2025. We will continue to evaluate the impacts of Pillar 2, but do not currently expect a material impact on our consolidated financial statements.
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LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes our significant sources and uses of cash and cash equivalents:
202420232022
Net cash provided by operating activities$11,339 $11,068 $7,392 
Net cash used in investing activities(4,409)(4,972)(3,915)
Net cash used in financing activities(10,764)(2,614)(4,283)
TOTAL EQUITY  TOTAL LIABILITIES AND EQUITY$ $ 
The accompanying notes are an integral part of these consolidated financial statements.


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COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(amounts in millions)
 Common StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Retained
Earnings		Total Costco
Stockholders’
Equity		Noncontrolling
Interests		Total
Equity
 Shares (000’s)Amount
BALANCE AT AUGUST 29, 2021 $ $ $()$ $ $ $ 
Net income
— — — —     
Foreign-currency translation adjustment and other, net
— — — ()— ()()()
Stock-based compensation
— —  — —  —  
Release of vested restricted stock units (RSUs), including tax effects
 — ()— — ()— ()
Dividend to noncontrolling interest— — — — — — ()()
Acquisition of noncontrolling interest— — ()()— ()()()
Repurchases of common stock
()— ()— ()()— ()
Cash dividends declared and other— () — ()()— ()
BALANCE AT AUGUST 28, 2022   ()    
Net income
— — — —   —  
Foreign-currency translation adjustment and other, net
— — —  —  —  
Stock-based compensation
— —  — —  —  
Release of vested RSUs, including tax effects
 — ()— — ()— ()
Repurchases of common stock
()— ()— ()()— ()
Cash dividends declared and other— —  — ()()()()
BALANCE AT SEPTEMBER 3, 2023   ()    
Net income
— — — —   —  
Foreign-currency translation adjustment and other, net
— — — ()— ()— ()
Stock-based compensation
— —  — —  —  
Release of vested RSUs, including tax effects
 — ()— — ()— ()
Repurchases of common stock
()— ()— ()()— ()
Cash dividends declared— — — — ()()— ()
BALANCE AT SEPTEMBER 1, 2024 $ $ $()$ $ $ $ 
The accompanying notes are an integral part of these consolidated financial statements.


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COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions)
52 Weeks Ended53 Weeks Ended52 Weeks Ended
September 1,
2024		September 3,
2023		August 28,
2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income including noncontrolling interests$ $ $ 
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization
   
Non-cash lease expense
   
Stock-based compensation
   
Impairment of assets and other non-cash operating activities, net()  
Changes in operating assets and liabilities:
Merchandise inventories() ()
Accounts payable () 
Other operating assets and liabilities, net   
Net cash provided by operating activities   
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments()()()
Maturities and sales of short-term investments   
Additions to property and equipment()()()
Other investing activities, net() ()
Net cash used in investing activities()()()
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings()()()
Proceeds from short-term borrowings   
Repayments of long-term debt()()()
Proceeds from issuance of long-term debt   
Tax withholdings on stock-based awards()()()
Repurchases of common stock()()()
Cash dividend payments()()()
Financing lease payments and other financing activities, net()()()
Dividend to noncontrolling interest  ()
Acquisition of noncontrolling interest  ()
Net cash used in financing activities()()()
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
  ()
Net change in cash and cash equivalents() ()
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR   
CASH AND CASH EQUIVALENTS END OF YEAR$ $ $ 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest
$ $ $ 
Income taxes, net$ $ $ 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Cash dividend declared, but not yet paid$ $ $ 
Capital expenditures included in liabilities$ $ $ 
The accompanying notes are an integral part of these consolidated financial statements.


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COSTCO WHOLESALE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in millions, except share, per share, and warehouse count data)
warehouses worldwide: in the United States (U.S.) located in states, Washington, D.C., and Puerto Rico, in Canada, in Mexico, in Japan, in the U.K., in Korea, in Australia, in Taiwan, in China, in Spain, in France, and each in Iceland, New Zealand, and Sweden. The Company operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan, and Australia.
and $ at the end of 2024 and 2023.
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 $ Canada  Other International  Merchandise inventories$ $ 
Merchandise inventories are stated at the lower of cost or market. U.S. merchandise inventories are valued by the cost method of accounting, using the last-in, first-out (LIFO) basis. The Company believes the LIFO method more fairly presents the results of operations by more closely matching current costs with current revenues. The Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation, and these estimates are adjusted to actual results determined at year-end, after actual inflation or deflation rates and inventory levels have been determined. An immaterial LIFO benefit was recorded in 2024 and an immaterial charge was recorded in 2023. Due to inflation in 2022, a $ charge was recorded to merchandise costs to increase the cumulative LIFO valuation on merchandise inventories at August 28, 2022. Canadian and Other International merchandise inventories are predominantly valued using the cost and retail inventory methods, respectively, using the first-in, first-out (FIFO) basis.
The Company initially provides for estimated inventory losses between physical inventory counts using estimates based on experience. The provision is adjusted periodically to reflect physical inventory counts, which generally occur in the second and fourth fiscal quarters. Inventory cost, where appropriate, is reduced by estimates of vendor rebates when earned or as the Company progresses towards earning those rebates, provided that they are probable and reasonably estimable.
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 $ Buildings and improvements
- years
  Equipment and fixtures
- years
  Construction in progressN/A    Accumulated depreciation and amortization()()Property and equipment, net$ $ 
The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate that the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques. Impairment charges recognized in 2024 and 2023 were immaterial. In 2022, the Company recognized a write-off of $118 for information technology assets, which is reflected in SG&A.
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, primarily related to the impairment of certain leased assets associated with charter shipping activities. This charge is included in merchandise costs.
The Company's asset retirement obligations (ARO) primarily relate to leasehold improvements that must be removed at the end of a lease. These obligations are generally recorded as a discounted liability, with an offsetting asset at the inception of the lease term, based upon the estimated fair value of the costs to remove the improvements. These liabilities are accreted over time to the projected future value of the obligation. The ARO assets are depreciated using the same depreciation method as the leasehold improvement assets and are included in buildings and improvements. Estimated ARO liabilities associated with these leases are included in other liabilities in the consolidated balance sheet.
 $ $ $ Changes in currency translation ()  Balance at September 3, 2023$ $ $ $ Changes in currency translation    Balance at September 1, 2024$ $ $ $ 
Definite-lived intangible assets, which are immaterial, are included in other long-term assets on the consolidated balance sheets and are amortized on a straight-line basis over their estimated lives, which approximates the pattern of expected economic benefit.
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and $ in the aggregate, and were included in accrued salaries and benefits and other current liabilities in the consolidated balance sheets, classified based on their nature.
The captive receives direct premiums, which are netted against the Company’s premium costs in SG&A expenses in the consolidated statements of income. The captive participates in a reinsurance program that includes third-party participants. The participant agreements and practices of the reinsurance program are designed to limit a participating members’ individual risk. Income statement adjustments related to the reinsurance program and related impacts to the consolidated balance sheets are recognized as information becomes known. In the event the Company leaves the reinsurance program, the Company retains its primary obligation to the participants for prior activity.
and $ at the end of 2024 and 2023. See Note 3 for information on the fair value of unsettled forward foreign-exchange contracts at the end of 2024 and 2023.
The unrealized gains or losses recognized in interest income and other, net in the consolidated statements of income relating to the net changes in the fair value of unsettled forward foreign-exchange contracts were immaterial in 2024, 2023 and 2022.
The Company is exposed to fluctuations in prices for energy, particularly electricity and natural gas, and other commodity products used in retail and manufacturing operations, which it seeks to partially mitigate through the use of fixed-price contracts for certain of its warehouses and other facilities, primarily in the U.S. and Canada. The Company also enters into variable-priced contracts for some purchases of natural gas, in addition to fuel for its gas stations, on an index basis. These contracts meet the characteristics of derivative instruments, but generally qualify for the “normal purchases and normal sales” exception under authoritative guidance and require no mark-to-market adjustment.
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, $ and $ in 2024, 2023, and 2022. and $.
In most countries, the Company's Executive members qualify for a 2% reward on qualified purchases, subject to an annual maximum value, which does not expire and is redeemable at Costco warehouses. The Company accounts for this reward as a reduction in sales, net of the estimated impact of non-redemptions (breakage), with the corresponding liability classified as accrued member rewards in the consolidated balance sheets. Estimated breakage is computed based on redemption data. For 2024, 2023, and 2022, the net reduction in sales was $, $, and $.
The Company sells and otherwise provides proprietary shop cards that do not expire and are redeemable at the warehouse or online for merchandise or membership. Revenue from shop cards is recognized upon redemption, and estimated breakage is recognized based on redemption data. The Company accounts for outstanding shop card balances as a shop card liability, net of estimated breakage. Shop card liabilities are included in other current liabilities in the consolidated balance sheets.
Citibank, N.A. is the exclusive issuer of co-branded credit cards to U.S. members. The Company receives various forms of consideration from Citibank, including a royalty on purchases made on the card outside of Costco. A portion of the royalty is used to fund the rebate that cardholders receive, after taking into consideration breakage, which is calculated based on rebate redemption data. The rebates are issued in February and expire on December 31. The Company also maintains co-branded credit card arrangements in Canada and certain other International subsidiaries.
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days of employment. The plan allows participants to make wage deferral contributions, a portion of which the Company matches. In addition, the Company provides each eligible participant an annual discretionary contribution. The Company also has a defined contribution plan for employees in Canada and contributes a percentage of each employee's wages. Certain subsidiaries in the Company's Other International operations have defined benefit and defined contribution plans, which are immaterial. Amounts expensed under all plans were $, $, and $ for 2024, 2023, and 2022, and are predominantly included in SG&A expenses in the consolidated statements of income. years of service with the Company and non-employee directors with five or more years receive shares under accelerated vesting provisions. Forfeitures are recognized as they occur.
Compensation expense for awards is predominantly recognized using the straight-line method over the requisite service period for the entire award. The terms of the RSUs, including performance-based awards, provide for accelerated vesting for employees and non-employee directors. Recipients are not entitled to vote or receive dividends on unvested and undelivered shares. Compensation expense for the accelerated shares is recognized upon achievement of the long-service term. The cumulative amount of compensation cost recognized at any point in time equals at least the portion of the grant-date fair value of the award that is vested at that date. The fair value of RSUs is calculated as the market value of the common stock on the measurement date less the present value of the expected dividends forgone during the vesting period.
Stock-based compensation expense is predominantly included in SG&A expenses in the consolidated statements of income. Certain stock-based compensation costs are capitalized or included in the cost of merchandise. See Note 7 for additional information.
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.
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 $()$ Held-to-maturity:Certificates of deposit —  Total short-term investments$ $()$ 
2023:Cost
Basis		Unrealized
Losses, Net		Recorded
Basis
Available-for-sale:
Government and agency securities$ $()$ 
Held-to-maturity:
Certificates of deposit —  
Total short-term investments$ $()$ 
Gross unrecognized holding gains and losses on available-for-sale securities were immaterial for the years ended September 1, 2024, and September 3, 2023. At those dates, there were no available-for-sale securities in a material continuous unrealized-loss position. There were no sales of available-for-sale securities during 2024 or 2023.
 $ $ Due after one year through five years   Due after five years          Total$ $ $ 
 $     $ $ 
 _______________
(1)Included in selling, general and administrative expenses and merchandise costs in the consolidated statements of income.
(2)Included in interest expense and merchandise costs in the consolidated statements of income.
.
(2)Excludes $ of lease payments for leases that have been signed but not commenced.
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or $ per share, as compared to $ or $ per share in 2023. Dividends in 2024 included a special dividend of $ per share, resulting in a payment of approximately $. The Company's current quarterly dividend rate is $ per share.
Stock Repurchase Programs
The Company's stock repurchase program is conducted under a $ authorization by the Board of Directors, which expires in January 2027. As of the end of 2024, the remaining amount available under the authorization was $.
 $ $ 2023   2022   
These amounts may differ from repurchases of common stock in the consolidated statements of cash flows due to changes in unsettled stock repurchases at the end of each fiscal year. Purchases are made from time to time, as conditions warrant, in the open market or in block purchases and pursuant to plans under SEC Rule 10b5-1.
 shares ( RSUs) of common stock for future grants, plus the remaining shares that were available for grant and the future forfeited shares from grants under the previous plan, up to a maximum aggregate of  shares ( RSUs). The Company issues new shares of common stock upon vesting of RSUs. Shares for vested RSUs are generally delivered to participants annually, net of shares withheld for taxes.
As required by the 2019 Incentive Plan, in conjunction with the 2024 special dividend, the number of shares subject to outstanding RSUs was increased on the dividend record date to preserve their value. They were adjusted by multiplying the number of outstanding shares by a factor of , representing the ratio of the Nasdaq closing price of $ on December 26, 2023, which was the last trading day immediately prior to the ex-dividend date, to the Nasdaq opening price of $ on the ex-dividend date, December 27, 2023. The outstanding RSUs increased by approximately . The adjustment did not result in additional stock-based compensation expense, as the fair value of the awards did not change. As further required by the 2019 Incentive Plan, the maximum number of shares issuable under the plan was proportionally adjusted, which resulted in an additional RSU shares available to be granted.
Summary of Restricted Stock Unit Activity
At the end of 2024, shares were available to be granted as RSUs, and the following awards, adjusted for the effects of the special dividend, were outstanding:
• time-based RSUs, which vest upon continued employment or service over specified periods of time; and
• performance-based RSUs, of which  were granted to executive officers subject to the determination of the attainment of performance targets for 2024, which occurred in September 2024. At that time, depending upon long-service terms, at least 33% of the units vested. The remaining awards vest upon continued employment over specified periods of time. Please refer to Note 1 for accelerated vesting requirements.
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 $ Granted  Vested and delivered() Forfeited() Special cash dividend N/AOutstanding at the end of 2024 $ 
The weighted-average grant date fair value of RSUs granted was $, $, and $ in 2024, 2023, and 2022. The remaining unrecognized compensation cost related to non-vested RSUs at the end of 2024 was $ and the weighted-average period of time over which this cost will be recognized is years. Included in the outstanding balance at the end of 2024 were approximately RSUs vested but not yet delivered.
Summary of Stock-Based Compensation
 $ $ 
Less recognized income tax benefit
   Stock-based compensation expense, net$ $ $ 
 $ $ Foreign   Total$ $ $ 
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 $ $ Deferred  ()Total federal   State:Current   Deferred() ()Total state   Foreign:Current   Deferred()()()Total foreign   Total provision for income taxes$ $ $   %$  %$  %State taxes, net      Foreign taxes, net      Employee stock ownership plan (ESOP)()()()()()()Other  ()()()()Total$  %$  %$  %
The Company's effective tax rate in 2024 included discrete tax benefits of $ related to the portion of the special dividend payable through the Company's 401(k) plan, a net non-recurring tax benefit of $ related to a transfer pricing settlement and certain true-ups of tax reserves, and $ of excess tax benefits related to stock compensation. In 2023 and 2022, tax benefits of $ and $ were recognized related to stock compensation.
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 $ Deferred income/membership fees  Foreign tax credit carry forward  Operating lease liabilities  Accrued liabilities and reserves  Other  Total deferred tax assets  Valuation allowance()()Total net deferred tax assets  Deferred tax liabilities:Property and equipment()()Merchandise inventories()()Operating lease right-of-use assets()()Foreign branch deferreds()()Other() Total deferred tax liabilities()()       Net deferred tax liabilities$()$()

The deferred tax accounts at the end of 2024 and 2023 include deferred income tax assets of $ and $, included in other long-term assets; and deferred income tax liabilities of $ and $, included in other long-term liabilities.
In 2024 and 2023, the Company had valuation allowances of $ and $, primarily related to foreign tax credits that the Company believes will not be realized due to carry forward limitations. The foreign tax credit carry forwards are set to expire beginning in fiscal 2030.
The Company generally no longer considers fiscal year earnings of non-U.S. consolidated subsidiaries (other than China) indefinitely reinvested after 2023, in the case of Taiwan, and after 2017, in the case of all other subsidiaries, and has recorded the estimated incremental foreign withholding taxes (net of available foreign tax credits) and state income taxes payable assuming a hypothetical repatriation to the U.S. The Company considers undistributed earnings of certain non-U.S. consolidated subsidiaries, which totaled $, to be indefinitely reinvested and has not provided for withholding or state taxes.
 $ Gross increases—current year tax positions  Gross increases—tax positions in prior years  Gross decreases—tax positions in prior years ()Lapse of statute of limitations()()Gross unrecognized tax benefit at end of year$ $ 
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and $ at the end of 2024 and 2023.
Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. Accrued interest and penalties recognized during 2024 and 2023, and accrued at the end of each respective period were immaterial.
The Company is currently under audit by several jurisdictions in the United States and abroad. Some audits may conclude in the next 12 months, and the unrecognized tax benefits recorded in relation to the audits may differ from actual settlement amounts. It is not practical to estimate the effect, if any, of any amount of such change during the next 12 months to previously recorded uncertain tax positions in connection with the audits. The Company does not anticipate that there will be a material increase or decrease in the total amount of unrecognized tax benefits in the next 12 months.
The Company files income tax returns in the United States, various state and local jurisdictions, in Canada, and in several other foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state or local examination for years before fiscal 2018. The Company is currently subject to examination in California for fiscal years 2013 to present.
Other Taxes
The Company is subject to multiple examinations for value added, sales-based, payroll, product, import or other non-income taxes in various jurisdictions. In certain cases, the Company has received assessments from the authorities. Possible losses or range of possible losses associated with these matters are either immaterial or an estimate of the possible loss or range of loss cannot be made at this time. If certain matters or a group of matters were to be decided adversely to the Company, it could result in a charge that might be material to the results of an individual fiscal quarter or year.
 $ $ 
Weighted average basic shares
   RSUs   
Weighted average diluted shares
   
Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated based on the dilutive effect of RSUs using the treasury stock method.
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 $ $ $ Operating income    Depreciation and amortization    Additions to property and equipment    Property and equipment, net    Total assets    2023Total revenue$ $ $ $ Operating income    Depreciation and amortization    Additions to property and equipment    Property and equipment, net    Total assets    2022Total revenue$ $ $ $ Operating income    Depreciation and amortization    Additions to property and equipment    Property and equipment, net    Total assets    
Disaggregated Revenue
 $ $ 
Non-Foods
   
Fresh Foods
   
Warehouse Ancillary and Other Businesses
   
     Total net sales
$ $ $ 

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Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A—Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of September 1, 2024, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of September 1, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).
Based on its assessment, management has concluded that our internal control over financial reporting was effective as of September 1, 2024. The attestation of KPMG LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting is included with the consolidated financial statements in Item 8 of this Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Item 9B—Other Information
During the fiscal quarter ended September 1, 2024, no director or officer of the Company or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Item 9C—Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10—Directors, Executive Officers and Corporate Governance
Information relating to the availability of our code of ethics for senior financial officers and a list of our executive officers appear in Part I, Item 1 of this Report. The information required by this Item concerning our directors and nominees for director is incorporated herein by reference to the sections entitled “Proposal 1: Election of Directors,” “Directors” and “Committees of the Board” in Costco’s Proxy Statement for its 2025 annual meeting of shareholders, which will be filed with the SEC within 120 days of the end of our fiscal year (“Proxy Statement”). We have governing the purchase, sale and other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Item 11—Executive Compensation
The information required by this Item is incorporated herein by reference to the sections entitled “Compensation of Directors,” “Executive Compensation,” and “Compensation Discussion and Analysis” in Costco’s Proxy Statement.
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the section entitled “Principal Shareholders” and “Equity Compensation Plan Information” in Costco’s Proxy Statement.
Item 13—Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the sections entitled “Proposal 1: Election of Directors,” “Directors,” “Committees of the Board,” “Shareholder Communications to the Board,” “Meeting Attendance,” “Report of the Compensation Committee of the Board of Directors,” “Certain Relationships and Transactions” and “Report of the Audit Committee” in Costco’s Proxy Statement.
Item 14—Principal Accounting Fees and Services
Our independent registered public accounting firm is , , Auditor Firm ID: .
The information required by this Item is incorporated herein by reference to the sections entitled “Independent Public Accountants” in Costco’s Proxy Statement.
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PART IV
Item 15—Exhibits, Financial Statement Schedules
(a)Documents filed as part of this report are as follows:
1.Financial Statements:
See the listing of Financial Statements included as a part of this Form 10-K in Item 8 of Part II.
2.Financial Statement Schedules:
All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
(b)Exhibits: The required exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.
   Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFiled
Herewith		FormPeriod EndedFiling Date
3.110-K8/28/202210/5/2022
3.28-K9/20/2024
4.1
First Supplemental Indenture between Costco Wholesale Corporation and U.S. Bank National Association, as Trustee, dated as of March 20, 2002 (incorporated by reference to Exhibits 4.1 and 4.2 to the Company's Current Report on the Form 8-K filed on March 25, 2002)
8-K3/25/2002
4.28-K4/17/2020
4.38-K4/17/2020
4.48-K4/17/2020
4.58-K5/16/2017
4.68-K5/16/2017
4.78-K5/16/2017
4.810-K8/28/202210/5/2022
10.1*10-K9/2/201210/19/2012
10.2*DEF 1412/17/2019
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   Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFiled
Herewith		FormPeriod EndedFiling Date
10.3*DEF 14A12/19/2014
10.3.1*10-Q11/24/201912/23/2019
10.3.2*10-Q11/24/201912/23/2019
10.3.3*10-Q11/24/201912/23/2019
10.3.4*10-Q11/24/201912/23/2019
10.4*8-K11/24/2023
10.5*10-Q11/20/201612/16/2016
10.5.1*10-Q11/25/201812/20/2018
10.5.2*10-Q11/24/201912/23/2019
10.5.3*10-Q11/22/202012/16/2020
10.5.4*10-Q11/21/202112/22/2021
10.5.5*10-Q11/20/202212/29/2022
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   Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFiled
Herewith		FormPeriod EndedFiling Date
10.614A12/13/1999
10.7*10-K9/1/201310/16/2013
10.8**10-Q/A5/10/20158/31/2015
10.8.1**10-Q11/22/201512/17/2015
10.8.2**10-Q2/14/20163/9/2016
10.8.3**10-K8/28/201610/12/2016
10.8.4**10-Q2/18/20183/15/2018
10.8.5**10-Q2/17/20193/13/2019
10.8.6#
10-K9/1/201910/11/2019
10.8.710-Q2/14/20213/10/2021
10.8.810-Q2/13/20223/10/2022
10.8.910-Q11/20/202212/29/2022
10.8.1010-Q11/20/202212/29/2022
10.8.1110-Q2/12/20233/9/2023
10.8.12#
10-K9/3/202310/11/2023
10.9*10-Q11/26/202312/20/2023
19.1x
21.1x
23.1x
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   Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFiled
Herewith		FormPeriod EndedFiling Date
97.1x
31.1x
32.1x
101.INSInline XBRL Instance Documentx
101.SCHInline XBRL Taxonomy Extension Schema Documentx
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Documentx
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Documentx
101.LABInline XBRL Taxonomy Extension Label Linkbase Documentx
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Documentx
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)x
 _____________________
* Management contract, compensatory plan or arrangement.
** Portions of this exhibit have been omitted under a confidential treatment order issued by the Securities and Exchange Commission.
# Certain information in this exhibit has been omitted because it is (i) immaterial and (ii) customarily and actually treated by the registrant as private or confidential.
(c)Financial Statement Schedules—None.
Item 16—Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
October 8, 2024
COSTCO WHOLESALE CORPORATION
(Registrant)
By
/s/ GARY MILLERCHIP
Gary Millerchip
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
October 8, 2024
By 
/s/ RON M. VACHRIS
 By 
/s/ HAMILTON E. JAMES
 
Ron M. Vachris
Chief Executive Officer, President and Director
  
Hamilton E. James
Chairman of the Board
By 
/s/ GARY MILLERCHIP
 By 
/s/ DANIEL M. HINES
 
Gary Millerchip
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  
Daniel M. Hines
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
By
/s/ SUSAN L. DECKER
By
/s/ KENNETH D. DENMAN
Susan L. Decker
Director
Kenneth D. Denman
Director
By
/s/ HELENA B. FOULKES
By
/s/ RICHARD A. GALANTI
Helena B. Foulkes
Director
Richard A. Galanti
Executive Vice President and Director
By
/s/ W. CRAIG JELINEK
 By
/s/ SALLY JEWELL
W. Craig Jelinek
Director
 
Sally Jewell
Director
By
/s/ JEFFREY S. RAIKES
By
/s/ JOHN W. STANTON
Jeffrey S. Raikes
Director
John W. Stanton
Director
By
/s/ MARY (MAGGIE) A. WILDEROTTER
Mary (Maggie) A. Wilderotter
Director
69

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