17 unchanged sentences
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.
−Removed: Item 9B—Other Information (amounts in whole dollars)
−Removed: Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended.
−Removed: During 2023 we had three individual cardholders under a business membership in the name of the Embassy of the Islamic Republic of Iran at our subsidiary in Mexico.
−Removed: Gross revenue during 2023 attributable to the membership was approximately $1,276, and our estimated profit on these transactions was approximately $100.
−Removed: The membership was canceled during the second quarter of 2023.
−Removed: The Company does not intend to continue these activities.
−Removed: During the fiscal quarter ended September 3, 2023, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
+Added: Item 9B—Other Information
+Added: During the fiscal quarter ended September 1, 2024, no director or officer of the Company adopted or terminated 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
4 unchanged sentences
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”).
+Added: We have adopted an Insider Trading Policy 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.
+Added: A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Item 11—Executive Compensation
122 unchanged sentences
Co-Branded Credit Card Agreement
+Added: 10-K 9/3/2023 10/11/2023
+Added: 10.9* Executive Employment Agreement effective January 1, 2024, between Ron Vachris and Costco Wholesale Corporation
+Added: 10-Q 11/26/2023 12/20/2023
+Added: 19.1 Insider Trading Policy
21.1 Subsidiaries of the Company
23.1 Consent of Independent Registered Public Accounting Firm
+Added: Incorporated by Reference
+Added: Number Exhibit Description Filed
+Added: Herewith Form Period Ended Filing Date
+Added: 97.1 Costco Wholesale Corporation Incentive Compensation Clawback Policy
31.1 Rule 13a – 14(a) Certifications
2 unchanged sentences
101.SCH Inline XBRL Taxonomy Extension Schema Document x
−Removed: Incorporated by Reference
−Removed: Number Exhibit Description Filed
−Removed: Herewith Form Period Ended Filing Date
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x
6 unchanged sentences
** Portions of this exhibit have been omitted under a confidential treatment order issued by the Securities and Exchange Commission.
−Removed: # Certain information in this exhibit has been omitted because it is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential.
+Added: # 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.
3 unchanged sentences
C OSTCO W HOLESALE C ORPORATION
−Removed: By /s/ R ICHARD A.
−Removed: Executive Vice President, Chief Financial Officer and Director
+Added: By /s/ G ARY M ILLERCHIP
+Added: Gary Millerchip
+Added: 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
−Removed: C RAIG J ELINEK
+Added: By /s/ R ON M.
By /s/ H AMILTON E.
−Removed: Craig Jelinek
−Removed: Chief Executive Officer and Director
+Added: Chief Executive Officer, President and Director
Chairman of the Board
−Removed: By /s/ R ICHARD A.
+Added: By /s/ G ARY M ILLERCHIP
By /s/ D ANIEL M.
−Removed: Executive Vice President, Chief Financial Officer and Director
+Added: Gary Millerchip
+Added: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
1 unchanged sentence
(Principal Accounting Officer)
−Removed: By /s/ R ON M.
By /s/ S USAN L.
−Removed: President, Chief Operating Officer and Director
By /s/ K ENNETH D.
+Added: By /s/ H ELENA B.
+Added: By /s/ R ICHARD A.
+Added: Executive Vice President and Director
+Added: C RAIG J ELINEK
By /s/ S ALLY J EWELL
−Removed: By /s/ C HARLES T.
+Added: Craig Jelinek
By /s/ J EFFREY S.
3 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.