COSTCO WHOLESALE CORP /NEW 10-K

Item 8—Financial Statements and Supplementary Data COSTCO WHOLESALE CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm 33 Consolidated Statements of Income 36 Consolidated Statements of Comprehensive Income 37 Consolidated Balance Sheets 38 Consolidated Statements of Equity 39 Consolidated Statements of Cash Flows 40 Notes to Consolidated Financial Statements 41 32 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Costco Wholesale Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Costco Wholesale Corporation and subsidiaries (the Company) as of September 1, 2024 and September 3, 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended September 1, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 1, 2024 and September 3, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended September 1, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 1, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated October 8, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 33 Table of Contents Evaluation of workers' compensation self-insurance liabilities As discussed in Note 1 to the consolidated financial statements, the Company estimates its self-insurance liabilities by considering historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The estimated self-insurance liabilities as of September 1, 2024, were $1,612 million, a portion of which related to workers’ compensation self-insurance liabilities for the United States operations. We identified the evaluation of the Company’s workers’ compensation self-insurance liabilities for the United States operations as a critical audit matter because of the extent of specialized skill and knowledge needed to evaluate the underlying assumptions and judgments made by the Company in the actuarial models. Specifically, subjective auditor judgment was required to evaluate the Company's selected loss rates and initial expected losses used in the actuarial models. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance workers' compensation process. This included controls related to the development and selection of the assumptions listed above used in the actuarial calculation and review of the actuarial report. We involved actuarial professionals with specialized skills and knowledge who assisted in: • Assessing the actuarial models used by the Company for consistency with generally accepted actuarial standards • Evaluating the Company’s ability to estimate self-insurance workers' compensation liabilities by comparing its historical estimates with actual incurred losses and paid losses • Evaluating the above listed assumptions underlying the Company’s actuarial estimates by developing an independent expectation of the self-insurance workers' compensation liabilities and comparing them to the amounts recorded by the Company. /s/ KPMG LLP We have served as the Company’s auditor since 2002. Seattle, Washington October 8, 2024 34 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Costco Wholesale Corporation: Opinion on Internal Control Over Financial Reporting We have audited Costco Wholesale Corporation and subsidiaries ’ (the Company) internal control over financial reporting as of September 1, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 1, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 1, 2024 and September 3, 2023, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended September 1, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated October 8, 2024 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to 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. /s/ KPMG LLP Seattle, Washington October 8, 2024 35 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF INCOME (amounts in millions, except per share data) 52 Weeks Ended 53 Weeks Ended 52 Weeks Ended September 1, 2024 September 3, 2023 August 28, 2022 REVENUE Net sales $ 249,625 $ 237,710 $ 222,730 Membership fees 4,828 4,580 4,224 Total revenue 254,453 242,290 226,954 OPERATING EXPENSES Merchandise costs 222,358 212,586 199,382 Selling, general and administrative 22,810 21,590 19,779 Operating income 9,285 8,114 7,793 OTHER INCOME (EXPENSE) Interest expense ( 169 ) ( 160 ) ( 158 ) Interest income and other, net 624 533 205 INCOME BEFORE INCOME TAXES 9,740 8,487 7,840 Provision for income taxes 2,373 2,195 1,925 Net income including noncontrolling interests 7,367 6,292 5,915 Net income attributable to noncontrolling interests — — ( 71 ) NET INCOME ATTRIBUTABLE TO COSTCO $ 7,367 $ 6,292 $ 5,844 NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO: Basic $ 16.59 $ 14.18 $ 13.17 Diluted $ 16.56 $ 14.16 $ 13.14 Shares used in calculation (000’s) Basic 443,914 443,854 443,651 Diluted 444,759 444,452 444,757 The accompanying notes are an integral part of these consolidated financial statements. 36 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (amounts in millions) 52 Weeks Ended 53 Weeks Ended 52 Weeks Ended September 1, 2024 September 3, 2023 August 28, 2022 NET INCOME INCLUDING NONCONTROLLING INTERESTS $ 7,367 $ 6,292 $ 5,915 Foreign-currency translation adjustment and other, net ( 23 ) 24 ( 721 ) Comprehensive income 7,344 6,316 5,194 Less: Comprehensive income attributable to noncontrolling interests — — 36 COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO $ 7,344 $ 6,316 $ 5,158 The accompanying notes are an integral part of these consolidated financial statements. 37 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED BALANCE SHEETS (amounts in millions, except par value and share data) September 1, 2024 September 3, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 9,906 $ 13,700 Short-term investments 1,238 1,534 Receivables, net 2,721 2,285 Merchandise inventories 18,647 16,651 Other current assets 1,734 1,709 Total current assets 34,246 35,879 OTHER ASSETS Property and equipment, net 29,032 26,684 Operating lease right-of-use assets 2,617 2,713 Other long-term assets 3,936 3,718 TOTAL ASSETS $ 69,831 $ 68,994 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 19,421 $ 17,483 Accrued salaries and benefits 4,794 4,278 Accrued member rewards 2,435 2,150 Deferred membership fees 2,501 2,337 Current portion of long-term debt 103 1,081 Other current liabilities 6,210 6,254 Total current liabilities 35,464 33,583 OTHER LIABILITIES Long-term debt, excluding current portion 5,794 5,377 Long-term operating lease liabilities 2,375 2,426 Other long-term liabilities 2,576 2,550 TOTAL LIABILITIES 46,209 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; 443,126,000 and 442,793,000 shares issued and outstanding 2 2 Additional paid-in capital 7,829 7,340 Accumulated other comprehensive loss ( 1,828 ) ( 1,805 ) Retained earnings 17,619 19,521 TOTAL EQUITY 23,622 25,058 TOTAL LIABILITIES AND EQUITY $ 69,831 $ 68,994 The accompanying notes are an integral part of these consolidated financial statements. 38 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF EQUITY (amounts in millions) Common Stock Additional 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 441,825 $ 4 $ 7,031 $ ( 1,137 ) $ 11,666 $ 17,564 $ 514 $ 18,078 Net income — — — — 5,844 5,844 71 5,915 Foreign-currency translation adjustment and other, net — — — ( 686 ) — ( 686 ) ( 35 ) ( 721 ) Stock-based compensation — — 728 — — 728 — 728 Release of vested restricted stock units (RSUs), including tax effects 1,702 — ( 363 ) — — ( 363 ) — ( 363 ) Dividend to noncontrolling interest — — — — — — ( 208 ) ( 208 ) Acquisition of noncontrolling interest — — ( 499 ) ( 6 ) — ( 505 ) ( 337 ) ( 842 ) Repurchases of common stock ( 863 ) — ( 15 ) — ( 427 ) ( 442 ) — ( 442 ) Cash dividends declared and other — ( 2 ) 2 — ( 1,498 ) ( 1,498 ) — ( 1,498 ) BALANCE AT AUGUST 28, 2022 442,664 2 6,884 ( 1,829 ) 15,585 20,642 5 20,647 Net income — — — — 6,292 6,292 — 6,292 Foreign-currency translation adjustment and other, net — — — 24 — 24 — 24 Stock-based compensation — — 778 — — 778 — 778 Release of vested RSUs, including tax effects 1,470 — ( 303 ) — — ( 303 ) — ( 303 ) Repurchases of common stock ( 1,341 ) — ( 24 ) — ( 653 ) ( 677 ) — ( 677 ) Cash dividends declared and other — — 5 — ( 1,703 ) ( 1,698 ) ( 5 ) ( 1,703 ) BALANCE AT SEPTEMBER 3, 2023 442,793 2 7,340 ( 1,805 ) 19,521 25,058 — 25,058 Net income — — — — 7,367 7,367 — 7,367 Foreign-currency translation adjustment and other, net — — — ( 23 ) — ( 23 ) — ( 23 ) Stock-based compensation — — 822 — — 822 — 822 Release of vested RSUs, including tax effects 1,337 — ( 315 ) — — ( 315 ) — ( 315 ) Repurchases of common stock ( 1,004 ) — ( 18 ) — ( 680 ) ( 698 ) — ( 698 ) Cash dividends declared — — — — ( 8,589 ) ( 8,589 ) — ( 8,589 ) BALANCE AT SEPTEMBER 1, 2024 443,126 $ 2 $ 7,829 $ ( 1,828 ) $ 17,619 $ 23,622 $ — $ 23,622 The accompanying notes are an integral part of these consolidated financial statements. 39 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in millions) 52 Weeks Ended 53 Weeks Ended 52 Weeks Ended September 1, 2024 September 3, 2023 August 28, 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income including noncontrolling interests $ 7,367 $ 6,292 $ 5,915 Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities: Depreciation and amortization 2,237 2,077 1,900 Non-cash lease expense 315 412 377 Stock-based compensation 818 774 724 Impairment of assets and other non-cash operating activities, net ( 9 ) 495 39 Changes in operating assets and liabilities: Merchandise inventories ( 2,068 ) 1,228 ( 4,003 ) Accounts payable 1,938 ( 382 ) 1,891 Other operating assets and liabilities, net 741 172 549 Net cash provided by operating activities 11,339 11,068 7,392 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of short-term investments ( 1,470 ) ( 1,622 ) ( 1,121 ) Maturities and sales of short-term investments 1,790 937 1,145 Additions to property and equipment ( 4,710 ) ( 4,323 ) ( 3,891 ) Other investing activities, net ( 19 ) 36 ( 48 ) Net cash used in investing activities ( 4,409 ) ( 4,972 ) ( 3,915 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings ( 920 ) ( 935 ) ( 6 ) Proceeds from short-term borrowings 928 917 53 Repayments of long-term debt ( 1,077 ) ( 75 ) ( 800 ) Proceeds from issuance of long-term debt 498 — — Tax withholdings on stock-based awards ( 315 ) ( 303 ) ( 363 ) Repurchases of common stock ( 700 ) ( 676 ) ( 439 ) Cash dividend payments ( 9,041 ) ( 1,251 ) ( 1,498 ) Financing lease payments and other financing activities, net ( 137 ) ( 291 ) ( 180 ) Dividend to noncontrolling interest — — ( 208 ) Acquisition of noncontrolling interest — — ( 842 ) Net cash used in financing activities ( 10,764 ) ( 2,614 ) ( 4,283 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 40 15 ( 249 ) Net change in cash and cash equivalents ( 3,794 ) 3,497 ( 1,055 ) CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 13,700 10,203 11,258 CASH AND CASH EQUIVALENTS END OF YEAR $ 9,906 $ 13,700 $ 10,203 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 129 $ 125 $ 145 Income taxes, net $ 2,319 $ 2,234 $ 1,940 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: Cash dividend declared, but not yet paid $ — $ 452 $ — Capital expenditures included in liabilities $ 203 $ 170 $ 156 The accompanying notes are an integral part of these consolidated financial statements. 40 Table of Contents COSTCO WHOLESALE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share, per share, and warehouse count data) 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 September 1, 2024, Costco operated 890 warehouses worldwide: 614 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 108 in Canada, 40 in Mexico, 35 in Japan, 29 in the U.K., 19 in Korea, 15 in Australia, 14 in Taiwan, seven 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 consolidated financial statements include the accounts of Costco and its subsidiaries. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. All material inter-company transactions between and among the Company and its consolidated subsidiaries have been eliminated in consolidation. Unless otherwise noted, references to net income relate to net income attributable to Costco. Fiscal Year End The Company operates on a 52/53-week fiscal year basis with the year ending 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. 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 2023 and 2022 consolidated statements of cash flows to conform with current year presentation. Cash and Cash Equivalents The Company considers as cash and cash equivalents all cash on deposit, highly liquid investments with a maturity of three months or less at the date of purchase, and proceeds due from credit and debit card transactions with settlement terms of up to four days. Credit and debit card receivables were $ 2,519 and $ 2,282 at the end of 2024 and 2023. Short-Term Investments Short-term investments generally consist of debt securities (U.S. government and agency securities), with maturities at the date of purchase of three months to five years. Investments with maturities beyond five 41 Table of Contents years may be classified, based on the Company’s determination, as short-term based on their highly liquid nature and because they represent the investment of cash that is available for current operations. Short-term investments classified as available-for-sale are recorded at fair value using the specific identification method with the unrealized gains and losses reflected in accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis and are recorded in interest income and other, net in the consolidated statements of income. These available-for-sale investments have a low level of inherent credit risk given they are issued by the U.S. government and agencies. Changes in their fair value are primarily attributable to changes in interest rates and market liquidity. Short-term investments classified as held-to-maturity are financial instruments that the Company has the intent and ability to hold to maturity and are reported net of any related amortization and are not remeasured to fair value on a recurring basis. The Company periodically evaluates unrealized losses in its investment securities for credit impairment, using both qualitative and quantitative criteria. In the event a security is deemed to be impaired as the result of a credit loss, the Company recognizes the loss in interest income and other, net in the consolidated statements of income. Fair Value of Financial Instruments The Company accounts for certain assets and liabilities at fair value. The carrying value of the Company’s financial instruments, including cash and cash equivalents, receivables and accounts payable, approximate fair value due to their short-term nature or variable interest rates. See Notes 2 , 3 , and 4 for the carrying value and fair value of the Company’s investments, derivative instruments, and fixed-rate debt. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying a fair value hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs are: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Significant unobservable inputs that are not corroborated by market data. The Company’s valuation techniques used to measure the fair value of money market mutual funds, which are included in cash and cash equivalents, are based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market. Valuation methodologies used to measure the fair value of all other non-derivative financial instruments are based on independent external valuation information. The pricing process uses data from a variety of independent external valuation information providers, including trades, bid price or spread, two-sided markets, quotes, benchmark curves including but not limited to treasury benchmarks, Secured Overnight Financing Rate and swap curves, discount rates, and market data feeds. All are observable in the market or can be derived principally from or corroborated by observable market data. The Company reports transfers in and out of Levels 1, 2, and 3, as applicable, using the fair value of the individual securities as of the beginning of the reporting period in which the transfer(s) occurred. Current financial liabilities have fair values that approximate their carrying values. Long-term financial liabilities include the Company's long-term debt, which are recorded on the balance sheet at issuance price and adjusted for unamortized discounts or premiums and debt issuance costs. Discounts, premiums and debt issuance costs are amortized to interest expense over the term of the loan. The estimated fair value of the Company's long-term debt is based primarily on reported market values, recently completed market transactions, and estimates based upon interest rates, maturities, and credit. 42 Table of Contents Receivables, Net Receivables consist primarily of vendor, reinsurance, credit card incentive, third-party pharmacy and other receivables. Vendor receivables include discounts and volume rebates. Balances are generally presented on a gross basis, separate from any related payable due. In certain circumstances, these receivables may be settled against the related payable to that vendor, in which case the receivables are presented on a net basis. Reinsurance receivables are held by the Company’s wholly-owned captive insurance subsidiary and primarily represent amounts ceded through reinsurance arrangements gross of the amounts assumed under reinsurance, which are presented within other current liabilities in the consolidated balance sheets. Credit card incentive receivables primarily represent amounts earned under co-branded credit card arrangements. Third-party pharmacy receivables generally relate to amounts due from members’ insurers. Other receivables primarily consist of amounts due from governmental entities, mostly tax-related items. The valuation allowance related to receivables was immaterial to the Company's consolidated financial statements at the end of 2024 and 2023. Merchandise Inventories Merchandise inventories consist of the following: 2024 2023 United States $ 13,625 $ 12,153 Canada 1,895 1,579 Other International 3,127 2,919 Merchandise inventories $ 18,647 $ 16,651 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 $ 438 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. Property and Equipment, Net Property and equipment are stated at cost. Depreciation and amortization expense is computed primarily using the straight-line method over estimated useful lives. Leasehold improvements made after the beginning of the initial lease term are depreciated over the shorter of the estimated useful life of the asset or the remaining term of the initial lease plus any renewals that are reasonably certain at the date the leasehold improvements are made. The Company capitalizes certain computer software and costs incurred in developing or obtaining software for internal use. During development, these costs are included in construction in progress. To the 43 Table of Contents extent that the assets become ready for their intended use, these costs are included in equipment and fixtures and amortized on a straight-line basis over estimated useful lives. Repair and maintenance costs are expensed when incurred. Expenditures for remodels, refurbishments and improvements that add to or change asset function or useful life are capitalized. Assets removed during the remodel, refurbishment or improvement are retired. Assets classified as held-for-sale at the end of 2024 and 2023 were immaterial. The following table summarizes the Company's property and equipment balances at the end of 2024 and 2023: Estimated Useful Lives 2024 2023 Land N/A $ 9,447 $ 8,590 Buildings and improvements 5 - 50 years 23,727 22,001 Equipment and fixtures 3 - 20 years 12,387 11,512 Construction in progress N/A 1,389 1,266 46,950 43,369 Accumulated depreciation and amortization ( 17,918 ) ( 16,685 ) Property and equipment, net $ 29,032 $ 26,684 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. Leases The Company leases land, buildings, and/or equipment at warehouses and certain other office and distribution facilities. Leases generally contain one or more of the following options, which the Company can exercise at the end of the initial term: (a) renew the lease for a defined number of years at the then-fair market rental rate or rate stipulated in the lease agreement; (b) purchase the property at the then-fair market value or purchase price stated in the agreement; (c) a right of first refusal in the event of a third-party offer; or (d) a right of first offer if the landlord intends to sell. Some leases include free-rent periods and step-rent provisions, which are recognized on a straight-line basis over the original term of the lease and any extension options that the Company is reasonably certain to exercise from the date the Company has control of the property. Certain leases provide for periodic rent increases based on price indices or the greater of minimum guaranteed amounts or sales volume, which are recognized as variable lease payments. The Company's leases do not contain any material residual value guarantees or material restrictive covenants. The Company determines at inception whether a contract is or contains a lease. Non-lease components and the lease components to which they relate are accounted for together as a single lease component for all asset classes. The Company initially records right-of-use (ROU) assets and lease obligations for its 44 Table of Contents finance and operating leases based on the discounted future minimum lease payments over the term. The lease term is defined as the noncancelable period of the lease plus any options to extend when it is reasonably certain that the Company will exercise the option. As the rate implicit in the Company's leases is not easily determinable, the present value of the sum of the lease payments is calculated using the Company's incremental borrowing rate. The rate is determined using a portfolio approach based on the rate of interest the Company would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses quoted interest rates from financial institutions to derive the incremental borrowing rate. Impairment of ROU assets is evaluated in a similar manner as described in Property and Equipment, Net above. During 2023, the Company recognized charges totaling $ 391 , 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. Goodwill and Acquired Intangible Assets Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results. Goodwill is included in other long-term assets in the consolidated balance sheets. The following table summarizes goodwill by reportable segment: United States Canada Other International Total Balance at August 28, 2022 $ 953 $ 27 $ 13 $ 993 Changes in currency translation — ( 1 ) 2 1 Balance at September 3, 2023 $ 953 $ 26 $ 15 $ 994 Changes in currency translation — — — — Balance at September 1, 2024 $ 953 $ 26 $ 15 $ 994 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. Insurance/Self-insurance Liabilities Claims for employee health-care benefits, workers’ compensation, general liability, property damage, directors’ and officers’ liability, vehicle liability, inventory loss, and other exposures are funded predominantly through self-insurance. Insurance coverage is maintained for certain risks to limit exposures to very large losses. The Company uses various risk management mechanisms, including a wholly-owned captive insurance subsidiary (the captive) and participates in a reinsurance program. Liabilities associated with the risks that are retained by the Company are not discounted and are 45 Table of Contents estimated using historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future occurrences, claims, or expenses differ from these assumptions and historical trends. At the end of 2024 and 2023, these insurance liabilities were $ 1,612 and $ 1,513 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. Derivatives The Company is exposed to foreign-currency exchange-rate fluctuations in the normal course of business. It manages these fluctuations, in part, through the use of forward foreign-exchange contracts, seeking to economically hedge the impact of fluctuations of foreign exchange on known future expenditures denominated in a non-functional foreign-currency. The contracts relate primarily to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries with functional currencies other than the U.S. dollar. Currently, these contracts do not qualify for derivative hedge accounting. The Company seeks to mitigate risk with the use of these contracts and does not intend to engage in speculative transactions. Some of these contracts contain credit-risk-related contingent features that require settlement of outstanding contracts upon certain triggering events. The aggregate fair value amounts of derivative instruments in a net liability position and the amount needed to settle the instruments immediately if the credit-risk-related contingent features were triggered were immaterial at the end of 2024 and 2023. The aggregate notional amounts of open, unsettled forward foreign-exchange contracts were $ 1,212 and $ 1,068 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. Foreign Currency The functional currencies of the Company’s international subsidiaries are their local currencies. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Translation adjustments are recorded in accumulated other comprehensive loss. Revenues and expenses of the Company’s consolidated foreign operations are translated at average exchange rates prevailing during the year. The Company recognizes foreign-currency transaction gains and losses related to revaluing or settling monetary assets and liabilities denominated in currencies other than the functional currency in interest income and other, net in the consolidated statements of income. Generally, these include the U.S. dollar cash and cash equivalents and the U.S. dollar payables of consolidated subsidiaries revalued to their 46 Table of Contents functional currency. Also included are realized foreign-currency gains or losses from settlements of forward foreign-exchange contracts. These items were $ 64 , $ 46 and $ 84 in 2024, 2023, and 2022. Revenue Recognition The Company recognizes sales for the amount of consideration collected from the member, which includes gross shipping fees where applicable, and is net of sales taxes collected and remitted to government agencies and member returns. The Company reserves for estimated returns based on historical trends in merchandise returns and reduces sales and merchandise costs accordingly. The Company records, on a gross basis, a refund liability and an asset for recovery, which are included in other current liabilities and other current assets, respectively, in the consolidated balance sheets. The Company offers merchandise in the following core merchandise categories: foods and sundries, non-foods, and fresh foods. The Company also provides expanded products and services through warehouse ancillary and other businesses. The Company is the principal for the majority of its transactions and recognizes revenue on a gross basis. The Company is the principal when it has control of the merchandise or service before it is transferred to the member. The majority of revenue from merchandise sales is recognized at the point of sale. Revenue generated through e-commerce or special orders is generally recognized upon shipment to the member. For merchandise shipped directly to the member, shipping and handling costs are expensed as incurred as fulfillment costs and included in merchandise costs in the consolidated statements of income. In certain ancillary businesses, revenue is deferred until the member picks up merchandise at the warehouse. Deferred sales are included in other current liabilities in the consolidated balance sheets. The Company accounts for membership fee revenue, net of refunds, on a deferred basis, ratably over the one-year membership period. Deferred membership fees at the end of 2024 and 2023 were $ 2,501 and $ 2,337 . 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 $ 2,804 , $ 2,576 , and $ 2,307 . 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. Merchandise Costs Merchandise costs consist of the purchase price or manufacturing costs of inventory sold, inbound and outbound shipping charges and all costs related to the Company’s depot, fulfillment and manufacturing operations, and are reduced by vendor consideration. Merchandise costs also include salaries, benefits, depreciation, and utilities in fresh foods departments and certain ancillary businesses. 47 Table of Contents Vendor Consideration The Company receives funds from vendors for discounts and a variety of other programs. These programs are evidenced by agreements that are reflected in the carrying value of the inventory when earned or as the Company progresses towards earning the rebate or discount, and as a component of merchandise costs as the merchandise is sold. Other vendor consideration is generally recorded as a reduction of merchandise costs upon completion of contractual milestones, agreement terms or another systematic approach. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries, benefits and workers’ compensation costs for warehouse employees (other than fresh foods departments and certain ancillary businesses, which are reflected in merchandise costs) as well as all regional and home office employees, including buying personnel. Selling, general and administrative expenses also include substantially all building and equipment depreciation, stock compensation expense, credit and debit card processing fees, utilities, preopening, as well as other operating costs incurred to support warehouse and e-commerce operations. Retirement Plans The Company's 401(k) retirement plan is available to all U.S. employees over the age of 18 who have completed 90 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 $ 963 , $ 914 , and $ 824 for 2024, 2023, and 2022, and are predominantly included in SG&A expenses in the consolidated statements of income. Stock-Based Compensation The Company grants stock-based compensation, primarily to employees and non-employee directors. Grants to executive officers are generally performance-based. Through a series of shareholder approvals, there have been amended and restated plans and new provisions implemented by the Company. Restricted Stock Units (RSUs) granted to employees and to non-employee directors generally vest over five years and three years and are subject to quarterly vesting in the event of retirement or voluntary termination. Employees who attain at least 25 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. 48 Table of Contents Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, credits and loss carry-forwards. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts that are more likely than not expected to be realized. The timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions requires significant judgment. The benefits of uncertain tax positions are recorded in the Company’s consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge from tax authorities. When facts and circumstances change, the Company reassesses these probabilities and records changes as appropriate. Net Income per Common Share Attributable to Costco The computation of basic net income per share uses the weighted average number of shares that were outstanding during the period. The computation of diluted net income per share uses the weighted average number of shares in the basic net income per share calculation plus the number of common shares that would be issued assuming vesting of all potentially dilutive common shares outstanding using the treasury stock method for shares subject to RSUs. Stock Repurchase Programs Repurchased shares of common stock are retired, in accordance with the Washington Business Corporation Act. The par value of repurchased shares is deducted from common stock and the excess repurchase price over par value is deducted by allocation to additional paid-in capital and retained earnings. The amount allocated to additional paid-in capital is the current value of additional paid-in capital per share outstanding and is applied to the number of shares repurchased. Any remaining amount is allocated to retained earnings. See Note 6 for additional information. 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 . 49 Table of Contents Note 2—Investments The Company’s investments were as follows: 2024: Cost Basis Unrealized Losses, Net Recorded Basis Available-for-sale: Government and agency securities $ 689 $ ( 1 ) $ 688 Held-to-maturity: Certificates of deposit 550 — 550 Total short-term investments $ 1,239 $ ( 1 ) $ 1,238 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 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. The maturities of available-for-sale and held-to-maturity securities at the end of 2024 are as follows: Available-For-Sale Held-To-Maturity Cost Basis Fair Value Due in one year or less $ 144 $ 144 $ 550 Due after one year through five years 391 391 — Due after five years 154 153 — Total $ 689 $ 688 $ 550 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 liabilities that are measured at fair value on a recurring basis and indicate the level within the hierarchy reflecting the valuation techniques utilized to determine such fair value. Level 2 2024 2023 Investment in government and agency securities $ 688 $ 633 Forward foreign-exchange contracts, in asset position (1) 1 18 Forward foreign-exchange contracts, in (liability) position (1) ( 28 ) ( 7 ) Total $ 661 $ 644 ____________ (1) The asset and the liability values are included in other current assets and other current liabilities, respectively, in the consolidated balance sheets. 50 Table of Contents At September 1, 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 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 2024. Please see Note 1 for additional information. Note 4—Debt Short-Term Borrowings The Company maintains various short-term bank credit facilities, with a borrowing capacity of $ 1,198 and $ 1,234 , in 2024 and 2023. Short-term borrowings outstanding were immaterial at the end of 2024 and 2023. Long-Term Debt The Company's long-term debt consists primarily of Senior Notes, described below. The Company at its option may redeem the Senior Notes at any time, in whole or in part, at a redemption price plus accrued interest. The redemption price is equal to the greater of 100 % of the principal amount or the sum of the present value of the remaining scheduled payments of principal and interest to maturity. Additionally, upon certain events, a holder has the right to require a repurchase at a price of 101 % of the principal amount plus accrued and unpaid interest. Interest on all outstanding long-term debt is payable semi-annually. The estimated fair value of Senior Notes is valued using Level 2 inputs. Other long-term debt consists of Guaranteed Senior Notes issued by the Company's Japanese 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. In July 2024, the Japanese subsidiary repaid $ 77 of its Guaranteed Senior Notes. On May 18, 2024, the Company paid the $ 1,000 outstanding principal balance and interest on the 2.750 % Senior Notes using cash and cash equivalents and short-term investments. At the end of 2024 and 2023, the fair value of the Company's long-term debt, including the current portion, was approximately $ 5,412 and $ 5,738 . The carrying value of long-term debt consisted of the following: 2024 2023 2.750 % Senior Notes due May 2024 $ — $ 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 919 484 Total long-term debt 5,919 6,484 Less unamortized debt discounts and issuance costs 22 26 Less current portion (1) 103 1,081 Long-term debt, excluding current portion $ 5,794 $ 5,377 _____________ (1) Net of unamortized debt discounts and issuance costs. 51 Table of Contents Maturities of long-term debt during the next five fiscal years and thereafter are as follows: 2025 $ 103 2026 76 2027 2,250 2028 — 2029 150 Thereafter 3,340 Total $ 5,919 Note 5—Leases The tables below present information regarding the Company's lease assets and liabilities. 2024 2023 Assets Operating lease right-of-use assets $ 2,617 $ 2,713 Finance lease assets (1) 1,433 1,325 Total lease assets $ 4,050 $ 4,038 Liabilities Current Operating lease liabilities (2) $ 179 $ 220 Finance lease liabilities (2) 147 129 Long-term Operating lease liabilities 2,375 2,426 Finance lease liabilities (3) 1,351 1,303 Total lease liabilities $ 4,052 $ 4,078 _______________ (1) Included in other long-term assets in the consolidated balance sheets. (2) Included in other current liabilities in the consolidated balance sheets. (3) Included in other long-term liabilities in the consolidated balance sheets. 2024 2023 Weighted-average remaining lease term (years) Operating leases 19 20 Finance leases 23 24 Weighted-average discount rate Operating leases 2.67 % 2.47 % Finance leases 4.59 % 4.47 % 52 Table of Contents The components of lease expense, excluding short-term lease costs and sublease income (which were immaterial), were as follows: 2024 2023 2022 Operating lease costs (1) $ 284 $ 309 $ 297 Finance lease costs: Amortization of lease assets (1) 97 169 128 Interest on lease liabilities (2) 58 54 45 Variable lease costs (1) 163 160 157 Total lease costs $ 602 $ 692 $ 627 _______________ (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. Supplemental cash flow information related to leases was as follows: 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows — operating leases $ 274 $ 287 $ 277 Operating cash flows — finance leases 58 54 45 Financing cash flows — finance leases 136 291 176 Operating lease assets obtained in exchange for new or modified leases 125 202 231 Finance lease assets obtained in exchange for new or modified leases 200 100 794 As of September 1, 2024, future minimum payments during the next five fiscal years and thereafter are as follows: Operating Leases (1) Finance Leases 2025 $ 242 $ 204 2026 247 128 2027 226 120 2028 209 122 2029 183 109 Thereafter 2,205 1,664 Total (2) 3,312 2,347 Less amount representing interest 758 849 Present value of lease liabilities $ 2,554 $ 1,498 _______________ (1) Operating lease payments have not been reduced by expected future sublease income of $ 98 . (2) Excludes $ 1,080 of lease payments for leases that have been signed but not commenced. Note 6—Equity Dividends 53 Table of Contents Cash dividends declared in 2024 totaled $ 8,589 or $ 19.36 per share, as compared to $ 1,703 or $ 3.84 per share in 2023. Dividends in 2024 included a special dividend of $ 15 per share, resulting in a payment of approximately $ 6,655 . The Company's current quarterly dividend rate is $ 1.16 per share. 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. As of the end of 2024, the remaining amount available under the authorization was $ 2,865 . The following table summarizes the Company’s stock repurchase activity: Shares Repurchased (000’s) Average Price per Share Total Cost 2024 1,004 $ 695.29 $ 698 2023 1,341 504.68 677 2022 863 511.46 442 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. Note 7—Stock-Based Compensation The 2019 Incentive Plan authorized the issuance of 17,500,000 shares ( 10,000,000 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 27,800,000 shares ( 15,885,000 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 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 the end of 2024, 7,278,000 shares were available to be granted as RSUs, and the following awards, adjusted for the effects of the special dividend, were outstanding: • 2,677,000 time-based RSUs, which vest upon continued employment or service over specified periods of time; and • 122,000 performance-based RSUs, of which 95,000 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. 54 Table of Contents The following table summarizes RSU transactions during 2024: Number of Units (in 000’s) Weighted-Average Grant Date Fair Value Outstanding at the end of 2023 3,045 $ 405.63 Granted 1,677 547.26 Vested and delivered ( 1,895 ) 432.40 Forfeited ( 80 ) 457.54 Special cash dividend 52 N/A Outstanding at the end of 2024 2,799 $ 463.24 The weighted-average grant date fair value of RSUs granted was $ 547.26 , $ 471.47 , and $ 476.06 in 2024, 2023, and 2022. The remaining unrecognized compensation cost related to non-vested RSUs at the end of 2024 was $ 848 and the weighted-average period of time over which this cost will be recognized is 1.6 years. Included in the outstanding balance at the end of 2024 were approximately 908,000 RSUs vested but not yet delivered. Summary of Stock-Based Compensation The following table summarizes stock-based compensation expense and the related tax benefits: 2024 2023 2022 Stock-based compensation expense $ 818 $ 774 $ 724 Less recognized income tax benefit 173 163 154 Stock-based compensation expense, net $ 645 $ 611 $ 570 Note 8—Taxes Income Taxes Income before income taxes is comprised of the following: 2024 2023 2022 Domestic $ 7,255 $ 6,264 $ 5,759 Foreign 2,485 2,223 2,081 Total $ 9,740 $ 8,487 $ 7,840 55 Table of Contents The provisions for income taxes are as follows: 2024 2023 2022 Federal: Current $ 1,245 $ 1,056 $ 798 Deferred 48 33 ( 35 ) Total federal 1,293 1,089 763 State: Current 431 374 333 Deferred ( 77 ) 10 ( 5 ) Total state 354 384 328 Foreign: Current 798 732 851 Deferred ( 72 ) ( 10 ) ( 17 ) Total foreign 726 722 834 Total provision for income taxes $ 2,373 $ 2,195 $ 1,925 The reconciliation between the statutory tax rate and the effective rate for 2024, 2023, and 2022 is as follows: 2024 2023 2022 Federal taxes at statutory rate $ 2,045 21.0 % $ 1,782 21.0 % $ 1,646 21.0 % State taxes, net 288 3.0 302 3.6 267 3.4 Foreign taxes, net 109 1.1 160 1.9 231 3.0 Employee stock ownership plan (ESOP) ( 120 ) ( 1.2 ) ( 25 ) ( 0.3 ) ( 23 ) ( 0.3 ) Other 51 0.5 ( 24 ) ( 0.3 ) ( 196 ) ( 2.5 ) Total $ 2,373 24.4 % $ 2,195 25.9 % $ 1,925 24.6 % The Company's effective tax rate in 2024 included discrete tax benefits of $ 94 related to the portion of the special dividend payable through the Company's 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. In 2023 and 2022, tax benefits of $ 54 and $ 94 were recognized related to stock compensation. 56 Table of Contents The components of the deferred tax assets (liabilities) are as follows: 2024 2023 Deferred tax assets: Equity compensation $ 96 $ 89 Deferred income/membership fees 313 309 Foreign tax credit carry forward 315 250 Operating lease liabilities 678 678 Accrued liabilities and reserves 873 761 Other — 20 Total deferred tax assets 2,275 2,107 Valuation allowance ( 494 ) ( 422 ) Total net deferred tax assets 1,781 1,685 Deferred tax liabilities: Property and equipment ( 948 ) ( 867 ) Merchandise inventories ( 296 ) ( 380 ) Operating lease right-of-use assets ( 652 ) ( 655 ) Foreign branch deferreds ( 105 ) ( 87 ) Other ( 1 ) — Total deferred tax liabilities ( 2,002 ) ( 1,989 ) Net deferred tax liabilities $ ( 221 ) $ ( 304 ) The deferred tax accounts at the end of 2024 and 2023 include deferred income tax assets of $ 548 and $ 491 , included in other long-term assets; and deferred income tax liabilities of $ 769 and $ 795 , included in other long-term liabilities. In 2024 and 2023, the Company had valuation allowances of $ 494 and $ 422 , 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 $ 3,135 , to be indefinitely reinvested and has not provided for withholding or state taxes. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for 2024 and 2023 is as follows: 2024 2023 Gross unrecognized tax benefit at beginning of year $ 16 $ 16 Gross increases—current year tax positions 3 1 Gross increases—tax positions in prior years 64 11 Gross decreases—tax positions in prior years — ( 11 ) Lapse of statute of limitations ( 2 ) ( 1 ) Gross unrecognized tax benefit at end of year $ 81 $ 16 57 Table of Contents The gross unrecognized tax benefit includes tax positions for which the ultimate deductibility is highly certain but there is uncertainty about the timing of such deductibility. At the end of 2024 and 2023, these amounts were immaterial. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of these tax positions would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority. The total amount of such unrecognized tax benefits that if recognized would favorably affect the effective income tax rate in future periods is $ 79 and $ 14 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. Note 9—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 000’s): 2024 2023 2022 Net income attributable to Costco $ 7,367 $ 6,292 $ 5,844 Weighted average basic shares 443,914 443,854 443,651 RSUs 845 598 1,106 Weighted average diluted shares 444,759 444,452 444,757 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 10—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 accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters present loss contingencies that are both probable and 58 Table of Contents reasonably estimable. There may be actual 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.). A second 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; the Company has denied the material allegations of the complaint and filed a motion to stay the action. 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 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 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 PAGA 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. Preliminary approval of the settlement was given in July, and a hearing for final approval has been set for October. In August 2024, an employee filed an action under PAGA against the Company, alleging claims for penalties for alleged violations of the California Labor Code regarding: off-the-clock work, incorrect and untimely payment of wages, meal and rest periods, reimbursement of expenses, non-compliant wage statements, payment of final wages, incorrect rates for sick pay, meal and rest premiums and vacation 59 Table of Contents pay and reimbursement of expenses. Nader v. Costco (Case No. CV-24-006198; Stanislaus County Superior Court). The Company has not yet responded to the complaint. 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. 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. In August 2024 the Board made a demand of an immaterial amount. 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 Kaveh case is set for trial on 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. 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, and August 22, 2024, the Company received related civil investigative demands 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 agencies. 60 Table of Contents On June 20, 2024, a class action lawsuit was filed against the Company and Nice-Pak Products, Inc., alleging that Kirkland Signature Fragrance Free Baby Wipes contain 3.7 parts per billion of per-and polyfluoroalkyl substances. The complaint alleges that the label claim that the wipes are “made with naturally derived ingredients” thus violates various state consumer protection and false advertising laws. The complaint seeks unspecified damages, including punitive damages, as well as equitable relief and attorneys’ fees and costs. The defendants filed a motion to dismiss on August 9, 2024. Bullard, et ano., v. Costco Wholesale Corp., et ano., No. 3:24-cv-03714 (N.D. Cal.). 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. 61 Table of Contents Note 11—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 considers geographic locations. The material accounting policies of the segments are as described in Note 1 . Inter-segment net sales and expenses have been eliminated in computing total revenue and operating income. The following table provides information for the Company's reportable segments: United States Canada Other International Total 2024 Total revenue $ 184,143 $ 34,874 $ 35,436 $ 254,453 Operating income 6,217 1,648 1,420 9,285 Depreciation and amortization 1,730 192 315 2,237 Additions to property and equipment 3,725 351 634 4,710 Property and equipment, net 20,638 2,602 5,792 29,032 Total assets 48,816 6,915 14,100 69,831 2023 Total revenue $ 176,630 $ 33,056 $ 32,604 $ 242,290 Operating income 5,392 1,448 1,274 8,114 Depreciation and amortization 1,599 183 295 2,077 Additions to property and equipment 3,288 281 754 4,323 Property and equipment, net 18,760 2,443 5,481 26,684 Total assets 49,189 6,420 13,385 68,994 2022 Total revenue $ 165,294 $ 31,675 $ 29,985 $ 226,954 Operating income 5,268 1,346 1,179 7,793 Depreciation and amortization 1,436 180 284 1,900 Additions to property and equipment 2,795 388 708 3,891 Property and equipment, net 17,205 2,459 4,982 24,646 Total assets 44,904 6,558 12,704 64,166 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: 2024 2023 2022 Foods and Sundries $ 101,463 $ 96,175 $ 85,629 Non-Foods 63,973 60,865 61,100 Fresh Foods 34,220 31,977 29,527 Warehouse Ancillary and Other Businesses 49,969 48,693 46,474 Total net sales $ 249,625 $ 237,710 $ 222,730 62 Table of Contents Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.