What changed in this filing

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Item 1. Financial Statements

2024-03-13 compared with 2023-12-20 · 154 added, 100 removed, 346 unchanged (42% of the section changed)

3 unchanged sentences

(amounts in millions, except per share data) (unaudited)

12 Weeks Ended

2023 November 20,

12 Weeks Ended 24 Weeks Ended

2024 February 12,

2023 February 18,

2024 February 12,

Net sales $ 57,331 $ 54,239 $ 114,048 $ 107,676

21 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended

2023 November 20,

12 Weeks Ended 24 Weeks Ended

2024 February 12,

2023 February 18,

2024 February 12,

$ 1,743 $ 1,466 $ 3,332 $ 2,830

49 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended November 26, 2023

12 Weeks Ended February 18, 2024

Common Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Comprehensive Income (Loss) Retained

Earnings Total Costco

3 unchanged sentences

Shares (000s) Amount

BALANCE AT SEPTEMBER 3, 2023 442,793 $ 2 $ 7,340 $ ( 1,805 ) $ 19,521 $ 25,058 $ — $ 25,058

BALANCE AT NOVEMBER 26, 2023 443,787 $ 2 $ 7,489 $ ( 1,843 ) $ 20,499 $ 26,147 $ — $ 26,147

Net income — — — — 1,743 1,743 — 1,743

4 unchanged sentences

Cash dividend declared and other — — — — ( 7,107 ) ( 7,107 ) — ( 7,107 )

BALANCE AT NOVEMBER 26, 2023 443,787 $ 2 $ 7,489 $ ( 1,843 ) $ 20,499 $ 26,147 $ — $ 26,147

12 Weeks Ended November 20, 2022

BALANCE AT FEBRUARY 18, 2024 443,549 $ 2 $ 7,620 $ ( 1,842 ) $ 14,980 $ 20,760 $ — $ 20,760

12 Weeks Ended February 12, 2023

Common Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Comprehensive Income (Loss) Retained

Earnings Total Costco

3 unchanged sentences

Shares (000s) Amount

AUGUST 28, 2022 442,664 $ 2 $ 6,884 $ ( 1,829 ) $ 15,585 $ 20,642 $ 5 $ 20,647

BALANCE AT NOVEMBER 20, 2022 443,841 $ 2 $ 6,982 $ ( 1,925 ) $ 16,412 $ 21,471 $ 5 $ 21,476

Net income — — — — 1,466 1,466 — 1,466

4 unchanged sentences

Cash dividend declared — — — — ( 399 ) ( 399 ) — ( 399 )

BALANCE AT NOVEMBER 20, 2022 443,841 $ 2 $ 6,982 $ ( 1,925 ) $ 16,412 $ 21,471 $ 5 $ 21,476

BALANCE AT FEBRUARY 12, 2023 443,550 $ 2 $ 7,123 $ ( 1,672 ) $ 17,341 $ 22,794 $ 5 $ 22,799

The accompanying notes are an integral part of these condensed consolidated financial statements.

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(amounts in millions) (unaudited)

24 Weeks Ended February 18, 2024

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Retained

Earnings Total Costco

Stockholders’

Equity Noncontrolling

Interests Total

Shares (000s) Amount

BALANCE AT SEPTEMBER 3, 2023 442,793 $ 2 $ 7,340 $ ( 1,805 ) $ 19,521 $ 25,058 $ — $ 25,058

Net income — — — — 3,332 3,332 — 3,332

Foreign-currency translation adjustment and other, net — — — ( 37 ) — ( 37 ) — ( 37 )

Stock-based compensation — — 582 — — 582 — 582

Release of vested restricted stock units (RSUs), including tax effects 1,284 — ( 292 ) — — ( 292 ) — ( 292 )

Repurchases of common stock ( 528 ) — ( 10 ) — ( 312 ) ( 322 ) — ( 322 )

Cash dividends declared and other — — — — ( 7,561 ) ( 7,561 ) — ( 7,561 )

BALANCE AT FEBRUARY 18, 2024 443,549 $ 2 $ 7,620 $ ( 1,842 ) $ 14,980 $ 20,760 $ — $ 20,760

24 Weeks Ended February 12, 2023

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Retained

Earnings Total Costco

Stockholders’

Equity Noncontrolling

Interests Total

Shares (000s) Amount

BALANCE AT AUGUST 28, 2022 442,664 $ 2 $ 6,884 $ ( 1,829 ) $ 15,585 $ 20,642 $ 5 $ 20,647

Net income — — — — 2,830 2,830 — 2,830

Foreign-currency translation adjustment and other, net — — — 157 — 157 — 157

Stock-based compensation — — 551 — — 551 — 551

Release of vested RSUs, including tax effects 1,465 — ( 302 ) — — ( 302 ) — ( 302 )

Repurchases of common stock ( 579 ) — ( 10 ) — ( 275 ) ( 285 ) — ( 285 )

Cash dividends declared — — — — ( 799 ) ( 799 ) — ( 799 )

BALANCE AT FEBRUARY 12, 2023 443,550 $ 2 $ 7,123 $ ( 1,672 ) $ 17,341 $ 22,794 $ 5 $ 22,799

The accompanying notes are an integral part of these condensed consolidated financial statements.

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

1 unchanged sentence

24 Weeks Ended

2023 November 20,

2024 February 12,

CASH FLOWS FROM OPERATING ACTIVITIES

31 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the first 12 weeks of the year for:

Cash paid during the first half of the year for:

Income taxes, net $ 1,197 $ 636

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

Cash dividend declared, but not yet paid

Financing lease assets obtained in exchange for new or modified leases $ 97 $ 47

Operating lease assets obtained in exchange for new or modified leases $ 145 $ 131

Capital expenditures included in liabilities $ 144 $ 11

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

Costco Wholesale Corporation (Costco or the Company), a Washington corporation, and its subsidiaries operate membership warehouses based on the concept that offering members low prices on a limited selection of nationally-branded and private-label products in a wide range of merchandise categories will produce high sales volumes and rapid inventory turnover.

At November 26, 2023, Costco operated 870 warehouses worldwide:

599 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 108 in Canada, 40 in Mexico, 33 in Japan, 29 in the United Kingdom (U.K.), 18 in Korea, 15 in Australia, 14 in Taiwan, five in China, four in Spain, two in France, and one each in Iceland, New Zealand, and Sweden.

At February 18, 2024, Costco operated 874 warehouses worldwide:

602 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 108 in Canada, 40 in Mexico, 33 in Japan, 29 in the United Kingdom (U.K.), 18 in Korea, 15 in Australia, 14 in Taiwan, six in China, four in Spain, two in France, and one each in Iceland, New Zealand, and Sweden.

The Company operates e-commerce websites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan, and Australia.

10 unchanged sentences

Fiscal 2024 is a 52-week year ending on September 1, 2024.

References to the first quarter of 2024 and 2023 relate to the 12-week fiscal quarters ended November 26, 2023, and November 20, 2022.

References to the second quarter of 2024 and 2023 relate to the 12-week fiscal quarters ended February 18, 2024, and February 12, 2023.

References to the first half of 2024 and 2023 relate to the 24 weeks ended February 18, 2024 and February 12, 2023.

Use of Estimates

4 unchanged sentences

Reclassification

Reclassifications were made to the condensed consolidated statement of cash flows for the first twelve weeks of fiscal 2023 to conform with current year presentation.

Reclassifications were made to the condensed consolidated statement of cash flows for the first half of fiscal 2023 to conform with current year presentation.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is evaluating the disclosure requirements related to the new standard.

The Company is evaluating the new standard.

In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.

The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

The Company is evaluating the new standard.

Note 2—Investments

The Company's investments were as follows:

November 26, 2023:

February 18, 2024:

Basis Unrealized

13 unchanged sentences

Total short-term investments $ 1,551 $ ( 17 ) $ 1,534

Gross unrecognized holding gains and losses on available-for-sale securities were not material for the periods ended November 26, 2023, and September 3, 2023 .

Gross unrecognized holding gains and losses on available-for-sale securities were not material for the periods ended February 18, 2024, or 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 the first quarter of 2024 or 2023.

The maturities of available-for-sale and held-to-maturity securities at November 26, 2023, are as follows:

There were no sales of available-for-sale securities during the first half of 2024 or 2023.

The maturities of available-for-sale and held-to-maturity securities at February 18, 2024, are as follows:

Available-For-Sale Held-To-Maturity

6 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The table below presents information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis and indicate the level within the hierarchy reflecting the valuation techniques utilized.

The table below presents information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis and indicates the level within the hierarchy reflecting the valuation techniques utilized.

2024 September 3,

4 unchanged sentences

_______________

(1) At February 18, 2024, $ 4 cash and cash equivalents and $ 665 short-term investments are included in the accompanying condensed consolidated balance sheets.

(2) The asset and liability values are included in other current assets and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets.

At November 26, 2023, and September 3, 2023, the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fair value on a recurring basis.

There were no transfers between levels during the first quarter of 2024 or 2023.

At February 18, 2024, and September 3, 2023, the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fair value on a recurring basis.

There were no transfers between levels during the first half of 2024 or 2023.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

1 unchanged sentence

These assets are measured at fair value if determined to be impaired.

There were no material fair value adjustments to these items during the first quarter of 2024.

During the first quarter of 2023, the Company recognized in merchandise costs a charge of $93, primarily related to the impairment of certain leased assets associated with charter shipping activities.

There were no material fair value adjustments to these items during the first half of 2024.

During the first quarter of 2023, the Company recognized in merchandise costs a charge of $ 93 , primarily related to the impairment of certain leased assets associated with charter shipping activities, now discontinued.

The carrying value of the Company’s long-term debt consisted of the following:

16 unchanged sentences

Other long-term debt consists of Guaranteed Senior Notes issued by the Company's Japan subsidiary, valued using Level 3 inputs.

In November 2023, our Japan subsidiary issued four Guaranteed Senior Notes, totaling approximately $ 500 , at fixed interest rates ranging from 1.400 % to 2.120 %.

In November 2023, the Company's Japan subsidiary issued four Guaranteed Senior Notes, totaling approximately $ 500 , at fixed interest rates ranging from 1.400 % to 2.120 %.

Interest is payable semi-annually, and maturity dates range from November 7, 2033, to November 7, 2043.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 6,234 and $ 5,738 at November 26, 2023, and September 3, 2023.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 6,306 and $ 5,738 at February 18, 2024, and September 3, 2023.

Note 5—Equity

A quarterly cash dividend of $ 1.02 per share was declared on October 18, 2023, and paid on November 17, 2023.

The dividend was $ 0.90 per share in the first quarter of 2023.

Subsequent to the end of the quarter, on December 13, 2023, the Board of Directors declared a special cash dividend of $ 15.00 per share, payable January 12, 2024, to shareholders of record as of the close of business on December 28, 2023.

The aggregate amount of payments will be approximately $ 6.7 billion.

A quarterly cash dividend of $ 1.02 per share was declared on January 18, 2024, and paid on February 16, 2024.

The dividend was $ 0.90 per share in the second quarter of 2023.

On January 12, 2024, an aggregate payment of approximately $ 6,655 was made in connection with a special cash dividend of $ 15.00 per share, declared on December 13, 2023.

Stock Repurchase Programs

The Company's stock repurchase program is conducted under a $ 4,000 authorization by the Board of Directors, which expires in January 2027.

At November 26, 2023, the remaining amount available under the program was $ 3,401 .

At February 18, 2024, the remaining amount available under the program was $ 3,241 .

The following table summarizes the repurchase activity:

Shares Repurchased (000s) Average Price per Share Total Cost

First quarter of 2024 288 $ 564.06 $ 162

First quarter of 2023 285 $ 495.94 $ 141

Second quarter of 2024 240 $ 664.02 $ 160

First half of 2024 528 $ 609.51 $ 322

Second quarter of 2023 294 $ 488.30 $ 144

First half of 2023 579 $ 492.06 $ 285

These amounts may differ from the accompanying condensed consolidated statements of cash flows due to changes in unsettled stock repurchases at the end of each quarter.

2 unchanged sentences

The 2019 Incentive Plan authorized the issuance of up to a maximum of 15,885,000 RSUs.

To preserve the value of outstanding awards, the number of RSUs that may be granted under this Plan is subject to adjustments from changes in capital structure.

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 cash 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 1.018 , representing the ratio of the Nasdaq closing price of $ 674.62 on December 26, 2023, which was the last trading day immediately prior to the ex-dividend date, to the Nasdaq opening price of $ 662.70 on the ex-dividend date, December 27, 2023.

The outstanding RSUs increased by approximately 52,000 .

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 128,000 RSU shares available to be granted.

Summary of Restricted Stock Unit Activity

At November 26, 2023, 7,097,000 shares were available to be granted as RSUs, and the following awards were outstanding:

At February 18, 2024, 7,249,000 shares were available to be granted as RSUs, and the following awards, adjusted for the effects of the special dividend, were outstanding:

• 2,749,000 time-based RSUs, which vest upon continued employment over specified periods and accelerate upon achievement of a long-service term;

1 unchanged sentence

The awards vest upon continued employment over specified periods of time and upon achievement of a long-service term;

• 90,000 performance-based RSUs granted to executive officers of the Company, subject to achievement of performance targets for fiscal 2024, as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.

These awards are not included in the table below or in the amount of unrecognized compensation cost.

The following table summarizes RSU transactions during the first quarter of 2024:

• 91,000 performance-based RSUs granted to executive officers of the Company, subject to achievement of performance targets for 2024, as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.

These awards are included in the table below.

The Company recognized compensation expense for these awards in the second quarter of 2024, as it is currently deemed probable that the targets will be achieved.

The following table summarizes RSU transactions during the first half of 2024:

Units (in 000s) Weighted-Average

4 unchanged sentences

Forfeited ( 37 ) 454.02

Outstanding at November 26, 2023 2,795 $ 467.39

The remaining unrecognized compensation cost related to RSUs unvested at November 26, 2023, was $ 1,193 , and the weighted-average period over which this cost will be recognized is 1.8 years.

Special cash dividend 52 N/A

Outstanding at February 18, 2024 2,910 $ 462.35

The remaining unrecognized compensation cost related to RSUs unvested at February 18, 2024, was $ 1,098 , and the weighted-average period over which this cost will be recognized is 1.8 years.

Summary of Stock-Based Compensation

The following table summarizes stock-based compensation expense and the related tax benefits:

12 Weeks Ended

2023 November 20,

12 Weeks Ended 24 Weeks Ended

2024 February 12,

2023 February 18,

2024 February 12,

Stock-based compensation expense

$ 136 $ 147 $ 580 $ 549

Less recognized income tax benefits 25 24 120 113

2 unchanged sentences

The following table shows the amounts used in computing net income per share and the weighted average number of shares of basic and of potentially dilutive common shares outstanding (shares in 000s):

12 Weeks Ended

2023 November 20,

12 Weeks Ended 24 Weeks Ended

2024 February 12,

2023 February 18,

2024 February 12,

$ 1,743 $ 1,466 $ 3,332 $ 2,830

1 unchanged sentence

443,892 443,877 443,859 443,857

RSUs 862 598 720 646

Weighted average diluted shares

444,754 444,475 444,579 444,503

Anti-dilutive RSUs

Anti-dilutive shares are excluded from the calculation of diluted shares and earnings per diluted share because their impact would increase earnings per 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.

6 unchanged sentences

The Company monitors those matters for developments that would affect the likelihood of a loss (taking into account where applicable indemnification arrangements concerning suppliers and insurers) and the accrued amount, if any, thereof, and adjusts the amount as appropriate.

The Company has recorded immaterial accruals with

respect to certain matters described below, in addition to other immaterial accruals for matters not described below.

The Company has recorded immaterial accruals with respect to certain matters described below, in addition to other immaterial accruals for matters not described below.

If the loss contingency at issue is not both probable and reasonably estimable, the Company does not establish an accrual, but monitors for developments that make the contingency both probable and reasonably estimable.

4 unchanged sentences

and/or the matters involve complex or novel legal theories or a large number of parties.

In September 2023, a former employee filed a class action against the Company alleging claims under California law for failure to pay minimum wage, to pay overtime, to provide meal and rest periods, to provide accurate wage statements, to timely pay final wages, to reimburse employee expenses, and for unfair business practices.

Jordan Clower v.

Costco Wholesale Corporation (Case No.

1:23-cv-01621).

The Company has filed a motion to dismiss.

In November 2023, a former employee filed a class action against the Company alleging claims under California law for failure to pay minimum wage, failure to pay overtime, failure to provide meal and rest breaks, failure to provide accurate wage statements, failure to reimburse expenses, failure to pay wages when due, and failure to pay sick pay.

1 unchanged sentence

Costco Wholesale Corporation , Sacramento County Superior Court.

The Company has not yet responded to the complaint.

In August 2023, a former employee of a third-party staffing company filed a letter with the California Labor and Workforce Development Agency threatening claims under the California Private Attorneys General Act for alleged Labor Code violations consisting of minimum wage and overtime violations, meal and rest period violations, wage statement violations and failure to pay all wages at termination.

Yesenia Murillo v.

Real Time Staffing Services, LLC and Costco Wholesale Corporation.

The Company is named as an alleged joint employer.

A complaint has not yet been filed.

In October 2023, current and former employees filed suit against the Company asserting collective and class claims on behalf of all “Junior Managers” under the Fair Labor Standards Act and New York Labor Law for failure to pay overtime compensation and for inaccurate wage notices and statements under New York law.

An amended complaint has been filed, as to which the Company has yet to respond.

In October 2023, current and former employees filed suit against the Company asserting collective and class claims on behalf of all “Junior Managers” under the Fair Labor Standards Act and New York Labor Law, for failure to pay overtime compensation and for inaccurate wage statements under New York law.

Costco Wholesale Corp.

2:23-cv-07904;

The Company has not yet responded to the complaint.

On February 1, 2024, the Company served a motion to dismiss the inaccurate wage-statement claim.

In October 2023, a current employee filed suit against the Company asserting collective and class claims on behalf of all “supervisors” employed in New Jersey, under the Fair Labor Standards Act and New Jersey Wage and Hour Law for failure to pay all hours worked.

1 unchanged sentence

2:23-cv-21286;

D.N.J.) The Company has not yet responded to the complaint.

In February 2021, a former employee filed a class action against the Company alleging violations of California Labor Code regarding payment of wages, meal and rest periods, wage statements, reimbursement of expenses, payment of final wages to terminated employees, and for unfair business practices.

Costco Wholesale Corp.

5:21-cv-00716:

On September 27, 2022, the parties reached a settlement for an immaterial amount.

The settlement was granted final court approval on October 20, 2023.

On December 26, 2023, the Company filed its answer, denying all claims.

In July 2021, a former temporary staffing employee filed a class action against the Company and a staffing company, alleging violations of the California Labor Code regarding payment of wages, meal and rest periods, wage statements, the timeliness of wages and final wages, and for unfair business practices.

3 unchanged sentences

The Company has moved to compel arbitration of the plaintiff's individual claims and to dismiss the class action complaint.

On September 7, 2021, the same plaintiff filed a separate representative action under the California Private Attorneys General Act, asserting the same Labor Code violations and seeking civil

penalties and attorneys' fees.

On September 7, 2021, the same plaintiff filed a separate representative action under the California Private Attorneys General Act, asserting the same Labor Code violations and seeking civil penalties and attorneys' fees.

The case has been stayed pending arbitration of the plaintiff's individual claims.

In September 2021, an employee filed a class action against the Company alleging violations of the California Labor Code regarding failure to provide sick pay, failure to timely pay wages due at separation from employment, and for violations of California's unfair competition law.

De Benning v.

Costco Wholesale Corp.

34-2021-00309030-CU-OE-GDS;

Sacramento Superior Court).

In April 2022, a settlement for an immaterial amount was agreed upon, subject to court approval.

Final approval of the settlement was granted on February 10, 2023.

A compliance hearing is scheduled for February 9, 2024.

In May 2022, an employee filed a PAGA action against the Company, alleging claims under the California Labor Code regarding the payment of wages, meal and rest periods, the timeliness of wages and final wages, wage statements, accurate records and business expenses.

In May 2022, an employee filed an action under the California Private Attorneys General Act against the Company, alleging claims under the California Labor Code regarding the payment of wages, meal and rest periods, the timeliness of wages and final wages, wage statements, accurate records and business expenses.

Costco Wholesale Corp.

2 unchanged sentences

On October 31, 2023, a settlement was reached for an immaterial amount.

The settlement requires court approval.

A hearing on preliminary approval of the settlement is scheduled for April 23, 2024.

Beginning in December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous cases concerning the impacts of opioid abuses filed against various defendants by counties, cities, hospitals, Native American tribes, third-party payors, and others.

16 unchanged sentences

In August 2023 the plaintiff asserted that its damages exceed $ 70 million.

An award to the plaintiffs of an immaterial amount was paid in February 2024.

Between September 25, 2023, and October 31, 2023, five class action suits were filed against the Company alleging various privacy law violations stemming from pixel trackers on Costco.com.

Costco , Case No.

Costco Wholesale Corp.

T23-1405, Contra Costa County Superior Court;

Costco , Case No.

Costco Wholesale Corp.

2:23-cv-08808 (C.D.

Cal.), now consolidated with R.S.

Costco Wholesale Corp.

2:23-cv-01628 (W.D.

Groves, et ano.

Costco , Case No.

Costco Wholesale Corp.

2:23-cv-01662 (W.D.

v, Costco , Case No.

2:23-cv-01628;

Costco , Case No.

2:23-cv-08808 (C.D.

The complaints seek damages, equitable relief and attorneys’ fees under various statutes, including the Washington Consumer Protection Act, Washington Privacy Act, Electronic Communications Privacy Act, California Invasion of Privacy Act, and California Confidentiality of Medical Information Act.

They also allege breach of implied

contract, breach of fiduciary duty of confidentiality, unjust enrichment, negligence, and invasion of privacy.

The Company has not yet responded to the complaints.

Wash.) and Castillo v.

Costco Wholesale Corp.

, under Case No.

2:34-cv-01548 (W.D.

The Castillo plaintiffs filed a consolidated complaint on January 26, 2024, which seeks damages, equitable relief and attorneys’ fees under various statutes, including the Washington Consumer Protection Act, Washington Privacy Act, Washington Uniform Health Care Information Act, Electronic Communications Privacy Act, California Invasion of Privacy Act, and California Confidentiality of Medical Information Act.

The consolidated complaint also alleges breach of implied contract, invasion of privacy, conversion and unjust enrichment.

The Company filed a motion to dismiss and demurrer in Birdwell and has not responded to the Castillo consolidated complaint.

On January 2, 2024, the Company received a related civil investigative demand from the Washington Attorney General's office.

On January 3, 2024, the Company received a related pre-litigation letter from the Los Angeles Office of the County Counsel .

In October 2021 the Company received a notice that the Quebec Health Insurance Board had commenced an inquiry to determine whether the Company had given or received improper payments for drugs that are covered by the province's prescription drug program from drug wholesalers, generic drug manufacturers or the independent pharmacist who owns and operates the pharmacies located in the Company's Quebec locations.

7 unchanged sentences

The Company is principally engaged in the operation of membership warehouses through wholly owned subsidiaries in the U.S., Canada, Mexico, Japan, the U.K., Korea, Australia, Taiwan, China, Spain, France, Iceland, New Zealand, and Sweden.

Reportable segments are largely based on management’s organization of the operating segments for operational decisions and assessments of financial performance, which considers geographic locations.

Reportable segments are largely based on management’s organization of the operating segments for operational decisions and assessments of financial performance, which consider geographic locations.

The material accounting policies of the segments are as described in the notes to the consolidated financial statements included in the Company's Annual Report filed on Form 10-K for the fiscal year ended September 3, 2023, and Note 1 above.

Inter-segment net sales and expenses have been eliminated in computing total revenue and operating income.

Inter-segment net sales and expenses have been eliminated in calculating total revenue and operating income.

The following table provides information for the Company's reportable segments:

1 unchanged sentence

International Total

12 Weeks Ended November 26, 2023

12 Weeks Ended February 18, 2024

Total revenue $ 41,952 $ 7,874 $ 8,616 $ 58,442

Operating income 1,294 390 378 2,062

12 Weeks Ended November 20, 2022

12 Weeks Ended February 12, 2023

Total revenue $ 40,145 $ 7,299 $ 7,822 $ 55,266

Operating income 1,295 284 324 1,903

24 Weeks Ended February 18, 2024

Total revenue $ 83,785 $ 15,775 $ 16,681 $ 116,241

Operating income 2,652 715 679 4,046

24 Weeks Ended February 12, 2023

Total revenue $ 80,290 $ 14,655 $ 14,758 $ 109,703

Operating income 2,531 572 551 3,654

53 Weeks Ended September 3, 2023

4 unchanged sentences

sales from e-commerce websites and business centers have been allocated to the applicable merchandise categories:

12 Weeks Ended

2023 November 20,

12 Weeks Ended 24 Weeks Ended

2024 February 12,

2023 February 18,

2024 February 12,

Foods and Sundries $ 23,675 $ 21,926 $ 46,699 $ 43,374

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements