COSTCO WHOLESALE CORP /NEW 10-Q

Item 1—Financial Statements COSTCO WHOLESALE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (amounts in millions, except per share data) (unaudited) 12 Weeks Ended 36 Weeks Ended May 12, 2024 May 7, 2023 May 12, 2024 May 7, 2023 REVENUE Net sales $ 57,392 $ 52,604 $ 171,440 $ 160,280 Membership fees 1,123 1,044 3,316 3,071 Total revenue 58,515 53,648 174,756 163,351 OPERATING EXPENSES Merchandise costs 51,173 47,175 152,770 143,367 Selling, general and administrative 5,145 4,794 15,743 14,651 Operating income 2,197 1,679 6,243 5,333 OTHER INCOME (EXPENSE) Interest expense ( 41 ) ( 36 ) ( 120 ) ( 104 ) Interest income and other, net 128 128 504 295 INCOME BEFORE INCOME TAXES 2,284 1,771 6,627 5,524 Provision for income taxes 603 469 1,614 1,392 NET INCOME $ 1,681 $ 1,302 $ 5,013 $ 4,132 NET INCOME PER COMMON SHARE: Basic $ 3.79 $ 2.94 $ 11.29 $ 9.31 Diluted $ 3.78 $ 2.93 $ 11.27 $ 9.30 Shares used in calculation (000s): Basic 443,892 443,814 443,870 443,843 Diluted 444,828 444,360 444,662 444,455 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents COSTCO WHOLESALE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (amounts in millions) (unaudited) 12 Weeks Ended 36 Weeks Ended May 12, 2024 May 7, 2023 May 12, 2024 May 7, 2023 NET INCOME $ 1,681 $ 1,302 $ 5,013 $ 4,132 Foreign-currency translation adjustment and other, net ( 80 ) ( 8 ) ( 117 ) 149 COMPREHENSIVE INCOME $ 1,601 $ 1,294 $ 4,896 $ 4,281 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents COSTCO WHOLESALE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in millions, except par value and share data) (unaudited) May 12, 2024 September 3, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 10,404 $ 13,700 Short-term investments 1,095 1,534 Receivables, net 2,583 2,285 Merchandise inventories 17,430 16,651 Other current assets 1,776 1,709 Total current assets 33,288 35,879 OTHER ASSETS Property and equipment, net 28,062 26,684 Operating lease right-of-use assets 2,643 2,713 Other long-term assets 3,918 3,718 TOTAL ASSETS $ 67,911 $ 68,994 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 18,844 $ 17,483 Accrued salaries and benefits 4,365 4,278 Accrued member rewards 2,339 2,150 Deferred membership fees 2,553 2,337 Current portion of long-term debt 1,077 1,081 Other current liabilities 6,183 6,254 Total current liabilities 35,361 33,583 OTHER LIABILITIES Long-term debt, excluding current portion 5,834 5,377 Long-term operating lease liabilities 2,386 2,426 Other long-term liabilities 2,559 2,550 TOTAL LIABILITIES 46,140 43,936 COMMITMENTS AND CONTINGENCIES EQUITY Preferred stock $ 0.005 par value; 100,000,000 shares authorized; no shares issued and outstanding — — Common stock $ 0.005 par value; 900,000,000 shares authorized; 443,374,000 and 442,793,000 shares issued and outstanding 2 2 Additional paid-in capital 7,702 7,340 Accumulated other comprehensive loss ( 1,922 ) ( 1,805 ) Retained earnings 15,989 19,521 TOTAL EQUITY 21,771 25,058 TOTAL LIABILITIES AND EQUITY $ 67,911 $ 68,994 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents COSTCO WHOLESALE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (amounts in millions) (unaudited) 12 Weeks Ended May 12, 2024 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Costco Stockholders’ Equity Noncontrolling Interests Total Equity Shares (000s) Amount BALANCE AT FEBRUARY 18, 2024 443,549 $ 2 $ 7,620 $ ( 1,842 ) $ 14,980 $ 20,760 $ — $ 20,760 Net income — — — — 1,681 1,681 — 1,681 Foreign-currency translation adjustment and other, net — — — ( 80 ) — ( 80 ) — ( 80 ) Stock-based compensation — — 107 — — 107 — 107 Release of vested restricted stock units (RSUs), including tax effects 46 — ( 21 ) — — ( 21 ) — ( 21 ) Repurchases of common stock ( 221 ) — ( 4 ) — ( 158 ) ( 162 ) — ( 162 ) Cash dividend declared and other — — — — ( 514 ) ( 514 ) — ( 514 ) BALANCE AT MAY 12, 2024 443,374 $ 2 $ 7,702 $ ( 1,922 ) $ 15,989 $ 21,771 $ — $ 21,771 12 Weeks Ended May 7, 2023 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Costco Stockholders’ Equity Noncontrolling Interests Total Equity Shares (000s) Amount BALANCE AT FEBRUARY 12, 2023 443,550 $ 2 $ 7,123 $ ( 1,672 ) $ 17,341 $ 22,794 $ 5 $ 22,799 Net income — — — — 1,302 1,302 — 1,302 Foreign-currency translation adjustment and other, net — — — ( 8 ) — ( 8 ) — ( 8 ) Stock-based compensation — — 94 — — 94 — 94 Release of vested RSUs, including tax effects 1 — — — — — — — Repurchases of common stock ( 329 ) — ( 6 ) — ( 156 ) ( 162 ) — ( 162 ) Cash dividend declared — — — — ( 452 ) ( 452 ) — ( 452 ) BALANCE AT MAY 7, 2023 443,222 $ 2 $ 7,211 $ ( 1,680 ) $ 18,035 $ 23,568 $ 5 $ 23,573 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents COSTCO WHOLESALE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (amounts in millions) (unaudited) 36 Weeks Ended May 12, 2024 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Costco Stockholders’ Equity Noncontrolling Interests Total Equity Shares (000s) Amount BALANCE AT SEPTEMBER 3, 2023 442,793 $ 2 $ 7,340 $ ( 1,805 ) $ 19,521 $ 25,058 $ — $ 25,058 Net income — — — — 5,013 5,013 — 5,013 Foreign-currency translation adjustment and other, net — — — ( 117 ) — ( 117 ) — ( 117 ) Stock-based compensation — — 689 — — 689 — 689 Release of vested RSUs, including tax effects 1,330 — ( 313 ) — — ( 313 ) — ( 313 ) Repurchases of common stock ( 749 ) — ( 14 ) — ( 470 ) ( 484 ) — ( 484 ) Cash dividends declared and other — — — — ( 8,075 ) ( 8,075 ) — ( 8,075 ) BALANCE AT MAY 12, 2024 443,374 $ 2 $ 7,702 $ ( 1,922 ) $ 15,989 $ 21,771 $ — $ 21,771 36 Weeks Ended May 7, 2023 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Costco Stockholders’ Equity Noncontrolling Interests Total Equity Shares (000s) Amount BALANCE AT AUGUST 28, 2022 442,664 $ 2 $ 6,884 $ ( 1,829 ) $ 15,585 $ 20,642 $ 5 $ 20,647 Net income — — — — 4,132 4,132 — 4,132 Foreign-currency translation adjustment and other, net — — — 149 — 149 — 149 Stock-based compensation — — 645 — — 645 — 645 Release of vested RSUs, including tax effects 1,466 — ( 302 ) — — ( 302 ) — ( 302 ) Repurchases of common stock ( 908 ) — ( 16 ) — ( 431 ) ( 447 ) — ( 447 ) Cash dividends declared — — — — ( 1,251 ) ( 1,251 ) — ( 1,251 ) BALANCE AT MAY 7, 2023 443,222 $ 2 $ 7,211 $ ( 1,680 ) $ 18,035 $ 23,568 $ 5 $ 23,573 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents COSTCO WHOLESALE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in millions) (unaudited) 36 Weeks Ended May 12, 2024 May 7, 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 5,013 $ 4,132 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,531 1,389 Non-cash lease expense 220 300 Stock-based compensation 686 643 Impairment of assets and other non-cash operating activities, net ( 35 ) 441 Changes in operating assets and liabilities: Merchandise inventories ( 831 ) 1,596 Accounts payable 1,380 ( 872 ) Other operating assets and liabilities, net 417 ( 286 ) Net cash provided by operating activities 8,381 7,343 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of short-term investments ( 1,007 ) ( 947 ) Maturities of short-term investments 1,441 594 Additions to property and equipment ( 3,133 ) ( 2,767 ) Other investing activities, net ( 7 ) ( 27 ) Net cash used in investing activities ( 2,706 ) ( 3,147 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings ( 637 ) ( 698 ) Proceeds from short-term borrowings 628 667 Repayments of long-term debt — ( 75 ) Proceeds from issuance of long-term debt 498 — Tax withholdings on stock-based awards ( 313 ) ( 302 ) Repurchases of common stock ( 484 ) ( 446 ) Cash dividend payments ( 8,527 ) ( 799 ) Financing lease payments ( 112 ) ( 204 ) Other financing activities, net ( 1 ) ( 93 ) Net cash used in financing activities ( 8,948 ) ( 1,950 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 23 ) 44 Net change in cash and cash equivalents ( 3,296 ) 2,290 CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 13,700 10,203 CASH AND CASH EQUIVALENTS END OF PERIOD $ 10,404 $ 12,493 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the first thirty-six weeks of the year for: Interest $ 90 $ 86 Income taxes, net $ 1,449 $ 1,443 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: Cash dividend declared, but not yet paid $ — $ 452 Financing lease assets obtained in exchange for new or modified leases $ 173 $ 101 Operating lease assets obtained in exchange for new or modified leases $ 117 $ 160 Capital expenditures included in liabilities $ 181 $ 114 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents COSTCO WHOLESALE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share, per share, and warehouse count data) (unaudited) Note 1—Summary of Significant Accounting Policies Description of Business 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 May 12, 2024, Costco operated 876 warehouses worldwide: 604 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 sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan, and Australia. Basis of Presentation The condensed consolidated financial statements include the accounts of Costco and its wholly-owned subsidiaries. All material inter-company transactions among the Company and its consolidated subsidiaries have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended September 3, 2023. Fiscal Year End The Company operates on a 52/53 week fiscal year basis, with the fiscal year ending on the Sunday closest to August 31. Fiscal 2024 is a 52-week year ending on September 1, 2024. References to the third quarter of 2024 and 2023 relate to the 12-week fiscal quarters ended May 12, 2024, and May 7, 2023. References to the first thirty-six weeks of 2024 and 2023 relate to the 36 weeks ended May 12, 2024, and May 7, 2023. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions take into account historical and forward-looking factors that the Company believes are reasonable. Actual results could differ from those estimates and assumptions. Reclassification Reclassifications were made to the condensed consolidated statement of cash flows for the first thirty-six weeks of fiscal 2023 to conform with current year presentation. 9 Table of Contents Recent Accounting Pronouncements Not Yet Adopted 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 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. 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 both standards. Note 2—Investments The Company's investments were as follows: May 12, 2024: Cost Basis Unrealized Losses, Net Recorded Basis Available-for-sale: Government and agency securities $ 687 $ ( 17 ) $ 670 Held-to-maturity: Certificates of deposit 425 — 425 Total short-term investments $ 1,112 $ ( 17 ) $ 1,095 September 3, 2023: Cost Basis Unrealized Losses, Net Recorded Basis Available-for-sale: Government and agency securities $ 650 $ ( 17 ) $ 633 Held-to-maturity: Certificates of deposit 901 — 901 Total short-term investments $ 1,551 $ ( 17 ) $ 1,534 Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended May 12, 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 thirty-six weeks of 2024 or 2023. The maturities of available-for-sale and held-to-maturity securities at May 12, 2024, are as follows: Available-For-Sale Held-To-Maturity Cost Basis Fair Value Due in one year or less $ 134 $ 133 $ 425 Due after one year through five years 389 381 — Due after five years 164 156 — Total $ 687 $ 670 $ 425 10 Table of Contents Note 3—Fair Value Measurement 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 indicates the level within the hierarchy reflecting the valuation techniques utilized. Level 2 May 12, 2024 September 3, 2023 Investment in government and agency securities $ 670 $ 633 Forward foreign-exchange contracts, in asset position (1) 15 18 Forward foreign-exchange contracts, in (liability) position (1) ( 3 ) ( 7 ) Total $ 682 $ 644 _______________ (1) The asset and liability values are included in other current assets and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets. At May 12, 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 thirty-six weeks of 2024 or 2023. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities recognized and disclosed at fair value on a nonrecurring basis include items such as financial assets measured at amortized cost and long-lived nonfinancial assets. 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 thirty-six weeks of 2024. During the first and third quarter of 2023, the Company recognized in merchandise costs charges of $ 93 and $ 298 , primarily related to the impairment of certain leased assets associated with charter shipping activities, now discontinued. Note 4—Debt The carrying value of the Company’s long-term debt consisted of the following: May 12, 2024 September 3, 2023 2.750 % Senior Notes due May 2024 $ 1,000 $ 1,000 3.000 % Senior Notes due May 2027 1,000 1,000 1.375 % Senior Notes due June 2027 1,250 1,250 1.600 % Senior Notes due April 2030 1,750 1,750 1.750 % Senior Notes due April 2032 1,000 1,000 Other long-term debt 933 484 Total long-term debt 6,933 6,484 Less unamortized debt discounts and issuance costs 22 26 Less current portion (1) 1,077 1,081 Long-term debt, excluding current portion $ 5,834 $ 5,377 _______________ (1) Net of unamortized debt discounts and issuance costs . 11 Table of Contents The fair value of the Senior Notes is estimated using Level 2 inputs. Other long-term debt consists of Guaranteed Senior Notes issued by the Company's Japan subsidiary, valued using Level 3 inputs. 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 $ 6,252 and $ 5,738 at May 12, 2024, and September 3, 2023. Subsequent to the end of the quarter on May 18, 2024, the Company paid the outstanding principal balance and interest on the 2.750 % Senior Notes using cash and cash equivalents and short-term investments. Note 5—Equity Dividends A quarterly cash dividend of $ 1.16 per share was declared on April 10, 2024, and paid on May 10, 2024. The dividend was $ 1.02 per share in the third quarter of 2023. On January 12, 2024, an aggregate payment of approximately $ 6,655 was made in connection with a special 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 May 12, 2024, the remaining amount available under the program was $ 3,079 . The following table summarizes the repurchase activity: Shares Repurchased (000s) Average Price per Share Total Cost Third quarter of 2024 221 $ 733.23 $ 162 First thirty-six weeks of 2024 749 $ 646.07 $ 484 Third quarter of 2023 329 $ 492.71 $ 162 First thirty-six weeks of 2023 908 $ 492.30 $ 447 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. 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. Note 6—Stock-Based Compensation 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 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 12 Table of Contents 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 May 12, 2024, 7,255,000 shares were available to be granted as RSUs, and the following awards, adjusted for the effects of the special dividend, were outstanding: • 2,665,000 time-based RSUs, which vest upon continued employment over specified periods and accelerate upon achievement of a long-service term; • 70,000 performance-based RSUs granted to executive officers of the Company, for which the performance targets have been met. The awards vest upon continued employment over specified periods of time and upon achievement of a long-service term; and • 95,000 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 third quarter of 2024, as it is currently deemed probable that the targets will be achieved. The following table summarizes RSU transactions during the first thirty-six weeks of 2024: Number of Units (in 000s) Weighted-Average Grant Date Fair Value Outstanding at September 3, 2023 3,045 $ 405.63 Granted 1,677 547.26 Vested and delivered ( 1,887 ) 431.68 Forfeited ( 57 ) 456.30 Special dividend 52 N/A Outstanding at May 12, 2024 2,830 $ 463.09 The remaining unrecognized compensation cost related to RSUs unvested at May 12, 2024, was $ 990 , and the weighted-average period over which this cost will be recognized is 1.7 years. Summary of Stock-Based Compensation The following table summarizes stock-based compensation expense and the related tax benefits: 12 Weeks Ended 36 Weeks Ended May 12, 2024 May 7, 2023 May 12, 2024 May 7, 2023 Stock-based compensation expense $ 106 $ 94 $ 686 $ 643 Less recognized income tax benefits 24 21 144 134 Stock-based compensation expense, net $ 82 $ 73 $ 542 $ 509 13 Table of Contents Note 7—Net Income per Common and Common Equivalent Share 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 36 Weeks Ended May 12, 2024 May 7, 2023 May 12, 2024 May 7, 2023 Net income $ 1,681 $ 1,302 $ 5,013 $ 4,132 Weighted average basic shares 443,892 443,814 443,870 443,843 RSUs 936 546 792 612 Weighted average diluted shares 444,828 444,360 444,662 444,455 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. Note 8—Commitments and Contingencies Legal Proceedings The Company is involved in many claims, proceedings and litigations arising from its business and property ownership. In accordance with applicable accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters present loss contingencies that are both probable and reasonably estimable. There may be losses in excess of amounts accrued. 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. 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. In each case, there is a reasonable possibility that a loss may be incurred, including a loss in excess of the applicable accrual. For matters where no accrual has been recorded, the possible loss or range of loss (including any loss in excess of the accrual) cannot, in the Company's view, be reasonably estimated because, among other things: the remedies or penalties sought are indeterminate or unspecified; the legal and/or factual theories are not well developed; and/or the matters involve complex or novel legal theories or a large number of parties. 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. Martin Reyes v. Costco Wholesale Corporation, Sacramento County Superior Court (Case No. 23cv011351), removed to federal court, Case No. 2:24-cv-00300 (E.D. Cal.). An amended complaint was filed, which the Company has moved to dismiss. In January 2024, the same plaintiff filed a related Private Attorneys General Act (PAGA) representative action, seeking civil penalties and asserting the same alleged underlying Labor Code violations and an additional suitable seating claim. In May 2024, the plaintiff filed an amended PAGA complaint, as to which the Company has not responded. 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. Lock et al. v. Costco Wholesale Corp. (Case No. 2:23-cv-07904; E.D.N.Y.). On February 1, 2024, the 14 Table of Contents Company served a motion to dismiss the inaccurate wage-statement claim. On April 5, 2024, plaintiffs filed a motion for conditional certification under the Act, which the Company has opposed. 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. Shah v. Costco Wholesale Corp. (Case No. 2:23-cv-21286; D.N.J.). 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. Dimas v. Costco Wholesale Corp. (Case No. STK-CV-UOE-2021-0006024; San Joaquin Superior Court). 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. The case has been stayed pending arbitration of the plaintiff's individual claims. 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. Gonzalez v. Costco Wholesale Corp. (Case No. 22AHCV00255; Los Angeles Superior Court). The Company filed an answer denying the allegations. On October 31, 2023, a settlement was reached for an immaterial amount. A hearing on preliminary approval of the settlement is scheduled for June 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. In re National Prescription Opiate Litigation (MDL No. 2804) (N.D. Ohio). Included are cases filed against the Company by counties and cities in Michigan, New Jersey, Oregon, Virginia and South Carolina, a third-party payor in Ohio, and a hospital in Texas, class actions filed on behalf of infants born with opioid-related medical conditions in 40 states, and class actions and individual actions filed on behalf of individuals seeking to recover alleged increased insurance costs associated with opioid abuse in 43 states and American Samoa. Claims against the Company filed in federal court outside the MDL have been asserted by certain counties and cities in Florida and Georgia; claims filed by certain cities and counties in New York are pending in state court. Claims against the Company in state courts in New Jersey, Oklahoma, Utah, and Arizona have been dismissed. The Company is defending all of the pending matters. Members of the Board of Directors, six corporate officers and the Company were defendants in a shareholder derivative action filed in June 2022 related to chicken welfare and alleged breaches of fiduciary duties. Smith, et ano. v. Vachris, et al., Superior Court of the State of Washington, County of King, No, 22-2-08937-7SEA. The complaint sought from the individual defendants' damages, injunctive relief, costs, and attorneys' fees. On March 28, 2023, the court granted the defendants' motion to dismiss the action. The plaintiffs subsequently made a demand that the Board of Directors take various actions, including among other things, pursuing claims against directors and officers of the type asserted in the litigation. A demand review committee of the Board was appointed to make a recommendation to the Board as to the demand. On April 10, 2024, the committee recommended to the Board that the demand be refused. The Board accepted the recommendation and unanimously determined to refuse the demand. 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. The inquiry covers a period beginning January 1, 2017. 15 Table of Contents The Company is a named defendant in four bodily injury actions relating to its sale of Real Water, an alkalized water previously sold at the Company and other retailers. Kaveh et al. v. Costco Wholesale Corp. et al., Case No. A23-864391-B, District Court, Clark County, NV Wei, et al. v. Costco Wholesale Corp. et al. Case No. A-22-856147-B, District Court, Clark County, NV Henry et al. v. Costco Wholesale Corp. et al., Case No. A21844176-B, District Court, Clark County, NV Lampman et al. vs. Costco Wholesale Corp. et al. Case No. A-23-868638-C, District Court, Clark County, NV. The plaintiffs allegedly sustained liver or other bodily damage as a result of consuming the product, and seek compensatory and punitive damages from all defendants, which include the manufacturer, distributors, testing equipment makers and retailers. The case is set for trial March 17, 2025. Wei and Henry have been consolidated with Brown et al. vs. AffinityLifestyles.com, Inc., et al., Case No. A-21-831776-B, District Court, Clark County, NV. The Company is not a named defendant in Brown. Wei/Henry/Brown is set for trial starting October 7, 2024. Lampman does not have a trial date. In February 2023, Go Green Norcal, LLC filed an arbitration demand against the Company. The demand alleged a breach of a supply agreement and sought unspecified damages and cancellation of a loan from the Company. In March 2023, the Company filed its answer, denying any breach by the Company, along with counterclaims against Go Green and an affiliate for breach of contract, negligent misrepresentation, and an accounting. 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: Birdwell v. Costco Wholesale Corp., Case No. T23-1405, Contra Costa County Superior Court; and Scott v. Costco Wholesale Corp., Case No. 2:23-cv-08808 (C.D. Cal.), now consolidated with R.S. v. Costco Wholesale Corp., Case No. 2:23-cv-01628 (W.D. Wash.); Groves, et ano. v. Costco Wholesale Corp., Case No. 2:23-cv-01662 (W.D. Wash.), and Castillo v. Costco Wholesale Corp., under Case No. 2:34-cv-01548 (W.D. Wash.). 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 the Castillo complaint on March 11, 2024. In Birdwell, the Company filed a motion to dismiss and demurrer on January 22, 2024. On May 5, 2024, the Birdwell Court granted the demurrer with leave to amend and requested additional briefing on whether the case should be stayed in favor of Castillo. On May 16, 2024, the parties stipulated to stay Birdwell pending resolution of Castillo. 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. The Company is in the process of responding to both. In January 2023 the Company received a Civil Investigative Demand from the U.S. Attorney's Office, Western District of Washington, requesting documents. The government is conducting a False Claims Act investigation concerning whether the Company presented or caused to be presented to the federal government for payment false claims relating to prescription medications. In May 2024 the Company received a Notice of Intent to File Administrative Complaint for Violations of the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA) from the U.S. Environmental Protection Agency. The EPA is seeking administrative fines for importation, sale and distribution of misbranded devices and unregistered products the government asserts are pesticides under FIFRA. The Company does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows; it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual fiscal quarter or year. 16 Table of Contents Note 9—Segment Reporting 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 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 calculating total revenue and operating income. The following table provides information for the Company's reportable segments: United States Canada Other International Total 12 Weeks Ended May 12, 2024 Total revenue $ 42,449 $ 8,014 $ 8,052 $ 58,515 Operating income 1,476 394 327 2,197 12 Weeks Ended May 7, 2023 Total revenue $ 39,049 $ 7,268 $ 7,331 $ 53,648 Operating income 1,027 327 325 1,679 36 Weeks Ended May 12, 2024 Total revenue $ 126,234 $ 23,789 $ 24,733 $ 174,756 Operating income 4,128 1,109 1,006 6,243 36 Weeks Ended May 7, 2023 Total revenue $ 119,339 $ 21,923 $ 22,089 $ 163,351 Operating income 3,558 899 876 5,333 53 Weeks Ended September 3, 2023 Total revenue $ 176,630 $ 33,056 $ 32,604 $ 242,290 Operating income 5,392 1,448 1,274 8,114 Disaggregated Revenue The following table summarizes net sales by merchandise category; sales from e-commerce sites and business centers have been allocated to the applicable merchandise categories: 12 Weeks Ended 36 Weeks Ended May 12, 2024 May 7, 2023 May 12, 2024 May 7, 2023 Foods and Sundries $ 23,065 $ 21,298 $ 69,764 $ 64,672 Non-Foods 14,518 13,087 44,301 41,860 Fresh Foods 7,888 7,194 23,212 21,287 Warehouse Ancillary and Other Businesses 11,921 11,025 34,163 32,461 Total net sales $ 57,392 $ 52,604 $ 171,440 $ 160,280 17 Table of Contents