What changed in this filing

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Item 1. Financial Statements

2024-12-19 compared with 2024-06-06 · 97 added, 198 removed, 316 unchanged (48% of the section changed)

3 unchanged sentences

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

12 Weeks Ended 36 Weeks Ended

12 Weeks Ended

2024 November 26,

Net sales $ 60,985 $ 56,717

21 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended 36 Weeks Ended

12 Weeks Ended

2024 November 26,

$ 1,798 $ 1,589

25 unchanged sentences

Deferred membership fees 2,683 2,501

Current portion of long-term debt 1,077 1,081

Other current liabilities 6,584 6,313

21 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended May 12, 2024

12 Weeks Ended November 24, 2024

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Retained

Earnings Total Costco

Stockholders’

Equity Noncontrolling

Interests Total

Comprehensive Loss Retained

Earnings Total

Shares (000s) Amount

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

BALANCE AT SEPTEMBER 1, 2024 443,126 $ 2 $ 7,829 $ ( 1,828 ) $ 17,619 $ 23,622

Net income — — — — 1,798 1,798

3 unchanged sentences

Repurchases of common stock ( 230 ) — ( 4 ) — ( 202 ) ( 206 )

Cash dividend declared and other — — — — ( 514 ) ( 514 ) — ( 514 )

BALANCE AT MAY 12, 2024 443,374 $ 2 $ 7,702 $ ( 1,922 ) $ 15,989 $ 21,771 $ — $ 21,771

12 Weeks Ended May 7, 2023

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Retained

Earnings Total Costco

Stockholders’

Equity Noncontrolling

Interests Total

Shares (000s) Amount

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

Net income — — — — 1,302 1,302 — 1,302

Foreign-currency translation adjustment and other, net — — — ( 8 ) — ( 8 ) — ( 8 )

Stock-based compensation — — 94 — — 94 — 94

Release of vested RSUs, including tax effects 1 — — — — — — —

Repurchases of common stock ( 329 ) — ( 6 ) — ( 156 ) ( 162 ) — ( 162 )

Cash dividend declared — — — — ( 515 ) ( 515 )

BALANCE AT MAY 7, 2023 443,222 $ 2 $ 7,211 $ ( 1,680 ) $ 18,035 $ 23,568 $ 5 $ 23,573

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

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(amounts in millions) (unaudited)

36 Weeks Ended May 12, 2024

BALANCE AT NOVEMBER 24, 2024 443,942 $ 2 $ 7,901 $ ( 2,152 ) $ 18,700 $ 24,451

12 Weeks Ended November 26, 2023

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Retained

Earnings Total Costco

Stockholders’

Equity Noncontrolling

Interests Total

Comprehensive Loss Retained

Earnings Total

Shares (000s) Amount

5 unchanged sentences

Repurchases of common stock ( 288 ) — ( 5 ) — ( 157 ) ( 162 )

Cash dividends declared and other — — — — ( 8,075 ) ( 8,075 ) — ( 8,075 )

BALANCE AT MAY 12, 2024 443,374 $ 2 $ 7,702 $ ( 1,922 ) $ 15,989 $ 21,771 $ — $ 21,771

36 Weeks Ended May 7, 2023

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss) Retained

Earnings Total Costco

Stockholders’

Equity Noncontrolling

Interests Total

Shares (000s) Amount

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

Net income — — — — 4,132 4,132 — 4,132

Foreign-currency translation adjustment and other, net — — — 149 — 149 — 149

Stock-based compensation — — 645 — — 645 — 645

Release of vested RSUs, including tax effects 1,466 — ( 302 ) — — ( 302 ) — ( 302 )

Repurchases of common stock ( 908 ) — ( 16 ) — ( 431 ) ( 447 ) — ( 447 )

Cash dividends declared — — — — ( 1,251 ) ( 1,251 ) — ( 1,251 )

BALANCE AT MAY 7, 2023 443,222 $ 2 $ 7,211 $ ( 1,680 ) $ 18,035 $ 23,568 $ 5 $ 23,573

Cash dividend declared and other — — — — ( 454 ) ( 454 )

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

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

3 unchanged sentences

12 Weeks Ended

2024 November 26,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Stock-based compensation 463 444

Impairment of assets and other non-cash operating activities, net ( 35 ) 441

Other non-cash operating activities, net ( 72 ) 43

Changes in operating assets and liabilities:

12 unchanged sentences

Proceeds from short-term borrowings 133 144

Repayments of long-term debt — ( 75 )

Proceeds from issuance of long-term debt — 498

2 unchanged sentences

Cash dividend payments ( 515 ) ( 905 )

Financing lease payments ( 112 ) ( 204 )

Other financing activities, net ( 1 ) ( 93 )

Financing lease payments and other financing activities, net ( 21 ) ( 84 )

Net cash used in financing activities ( 1,193 ) ( 974 )

4 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the first thirty-six weeks of the year for:

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

Income taxes, net $ 401 $ 210

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

Cash dividend declared, but not yet paid

Financing lease assets obtained in exchange for new or modified leases $ 111 $ 29

8 unchanged sentences

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

At May 12, 2024, Costco operated 876 warehouses worldwide:

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

At November 24, 2024, Costco operated 896 warehouses worldwide:

616 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 109 in Canada, 41 in Mexico, 36 in Japan, 29 in the United Kingdom (U.K.), 19 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five 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.

9 unchanged sentences

The Company operates on a 52/53 week fiscal year basis, with the fiscal year ending on the Sunday closest to August 31.

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

References to the third quarter of 2024 and 2023 relate to the 12-week fiscal quarters ended May 12, 2024, and May 7, 2023.

References to the first thirty-six weeks of 2024 and 2023 relate to the 36 weeks ended May 12, 2024, and May 7, 2023.

Fiscal 2025 is a 52-week year ending on August 31, 2025.

References to the first quarter of 2025 and 2024 relate to the 12-week fiscal quarters ended November 24, 2024, and November 26, 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.

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.

1 unchanged sentence

Reclassification

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

Recent Accounting Pronouncements Not Yet Adopted

Reclassifications were made to the condensed consolidated balance sheet and statement of cash flows for the first quarter of fiscal 2024 to conform with current year presentation.

Recent Accounting Pronouncements Not Yet Adopted By The Company

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.

1 unchanged sentence

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.

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

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

1 unchanged sentence

Retrospective application is permitted.

The Company is evaluating both standards.

In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosures of certain costs and expenses on the income statement on an annual and interim basis.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

The Company is evaluating these standards.

Note 2—Investments

The Company's investments were as follows:

May 12, 2024:

November 24, 2024:

Basis Unrealized

13 unchanged sentences

Total short-term investments $ 1,239 $ ( 1 ) $ 1,238

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended May 12, 2024, or September 3, 2023 .

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended November 24, 2024, or September 1, 2024 .

At those dates, there were no available-for-sale securities in a material continuous unrealized-loss position.

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

The maturities of available-for-sale and held-to-maturity securities at May 12, 2024, are as follows:

There were no sales of available-for-sale securities during the first quarter of 2025 or 2024.

The maturities of available-for-sale and held-to-maturity securities at November 24, 2024, are as follows:

Available-For-Sale Held-To-Maturity

14 unchanged sentences

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

At May 12, 2024, and September 3, 2023, the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fair value on a recurring basis.

There were no transfers between levels during the first thirty-six weeks of 2024 or 2023.

On November 24, 2024, and September 1, 2024, the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fair value on a recurring basis.

There were no transfers between levels during the first quarter of 2025 or 2024.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

1 unchanged sentence

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

There were no material fair value adjustments to these items during the first thirty-six weeks of 2024.

During the first and third quarter of 2023, the Company recognized in merchandise costs charges of $ 93 and $ 298 , primarily related to the impairment of certain leased assets associated with charter shipping activities, now discontinued.

There were no fair value adjustments to these items during the first quarter of 2025 and no material fair value adjustments in 2024.

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

2 unchanged sentences

$ 1,000 $ 1,000

3.000 % Senior Notes due May 2027

1.375 % Senior Notes due June 2027

11 unchanged sentences

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

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

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

The fair value of the Company's long-term debt, including the current portion, was approximately $ 6,252 and $ 5,738 at May 12, 2024, and September 3, 2023.

Subsequent to the end of the quarter on May 18, 2024, the Company paid the outstanding principal balance and interest on the 2.750 % Senior Notes using cash and cash equivalents and short-term investments.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 5,273 and $ 5,412 at November 24, 2024, and September 1, 2024.

Note 5—Equity

A quarterly cash dividend of $ 1.16 per share was declared on April 10, 2024, and paid on May 10, 2024.

The dividend was $ 1.02 per share in the third quarter of 2023.

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

A quarterly cash dividend of $ 1.16 per share was declared on October 16, 2024, and paid on November 15, 2024.

The dividend was $ 1.02 per share in the first quarter of 2024.

Stock Repurchase Programs

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

At May 12, 2024, the remaining amount available under the program was $ 3,079 .

At November 24, 2024, the remaining amount available under the program was $ 2,659 .

The following table summarizes the repurchase activity:

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

Third quarter of 2024 221 $ 733.23 $ 162

First thirty-six weeks of 2024 749 $ 646.07 $ 484

Third quarter of 2023 329 $ 492.71 $ 162

First thirty-six weeks of 2023 908 $ 492.30 $ 447

First quarter of 2025 230 $ 899.23 $ 206

First quarter of 2024 288 $ 564.06 $ 162

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

1 unchanged sentence

Note 6—Stock-Based Compensation

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

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

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

1 unchanged sentence

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

As further required by the 2019 Incentive Plan, the maximum number of shares issuable under the plan was proportionally adjusted, which resulted in an additional 128,000 RSU shares available to be granted.

Summary of Restricted Stock Unit Activity

At May 12, 2024, 7,255,000 shares were available to be granted as RSUs, and the following awards, adjusted for the effects of the special dividend, were outstanding:

At November 24, 2024, 6,195,000 shares were available to be granted as RSUs, and the following awards were outstanding:

• 2,280,000 time-based RSUs, which vest upon continued employment over specified periods and accelerate upon achievement of a long-service term;

• 70,000 performance-based RSUs granted to executive officers of the Company, for which the performance targets have been met.

• 51,000 performance-based RSUs granted to executive officers, for which the performance targets have been met.

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

• 95,000 performance-based RSUs granted to executive officers of the Company, subject to achievement of performance targets for 2024, as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.

These awards are included in the table below.

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

The following table summarizes RSU transactions during the first thirty-six weeks of 2024:

• 70,000 performance-based RSUs granted to executive officers, subject to achievement of performance targets for 2025, as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.

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

The following table summarizes RSU transactions during the first quarter of 2025:

Units (in 000s) Weighted-Average

4 unchanged sentences

Forfeited ( 12 ) 502.86

Special dividend 52 N/A

Outstanding at May 12, 2024 2,830 $ 463.09

The remaining unrecognized compensation cost related to RSUs unvested at May 12, 2024, was $ 990 , and the weighted-average period over which this cost will be recognized is 1.7 years.

Outstanding at November 24, 2024 2,331 $ 534.69

The remaining unrecognized compensation cost related to RSUs unvested at November 24, 2024, was $ 1,277 , and the weighted-average period over which this cost will be recognized is 1.8 years.

Summary of Stock-Based Compensation

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

12 Weeks Ended 36 Weeks Ended

12 Weeks Ended

2024 November 26,

Stock-based compensation expense

$ 106 $ 94 $ 686 $ 643

Less recognized income tax benefits 101 95

2 unchanged sentences

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

12 Weeks Ended 36 Weeks Ended

12 Weeks Ended

2024 November 26,

$ 1,798 $ 1,589

1 unchanged sentence

443,988 443,827

RSUs 936 546 792 612

Weighted average diluted shares

5 unchanged sentences

The Company is involved in many claims, proceedings and litigations arising from its business and property ownership.

In accordance with applicable accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters present loss contingencies that are both probable and reasonably estimable.

There may be losses in excess of amounts accrued.

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 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.

The Company has recorded an immaterial accrual with respect to one matter 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.

6 unchanged sentences

Martin Reyes v.

Costco Wholesale Corporation, Sacramento County Superior Court (Case No.

23cv011351), removed to federal court, Case No.

Costco Wholesale Corporation, Sacramento County Superior Court (No.

23cv011351), removed to federal court, No.

2:24-cv-00300 (E.D.

An amended complaint was filed, which the Company has moved to dismiss.

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, as to which the Company has not responded.

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

Costco Wholesale Corp.

2:23-cv-07904;

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

Costco Wholesale Corp.

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 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.

CV-24-006198;

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

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

Costco Wholesale Corp.

STK-CV-UOE-2021-0006024;

San Joaquin Superior Court).

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

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

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

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

Costco Wholesale Corp.

Los Angeles Superior Court).

The Company filed an answer denying the allegations.

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

A hearing on preliminary approval of the settlement is scheduled for June 2024.

Stanislaus County Superior Court).

An amended complaint was filed in November 2024, as to which the Company has yet to respond.

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.

1 unchanged sentence

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 filed in federal court outside the MDL by one county in Georgia are pending, and claims filed by certain cities and counties in New York are pending in state court, as are claims by certain county district attorneys in Pennsylvania.

Claims against the Company in state courts in New Jersey, Oklahoma, Utah, and Arizona have been dismissed.

Claims against the Company in federal court in Georgia and Florida have been dismissed.

The Company is defending all of the pending matters.

Members of the Board of Directors, six corporate officers and the Company were defendants in a shareholder derivative action filed in June 2022 related to chicken welfare and alleged breaches of fiduciary duties.

Smith, et ano.

Vachris, et al., Superior Court of the State of Washington, County of King, No, 22-2-08937-7SEA.

The complaint sought from the individual defendants' damages, injunctive relief, costs, and attorneys' fees.

On March 28, 2023, the court granted the defendants' motion to dismiss the action.

The plaintiffs subsequently made a demand that the Board of Directors take various actions, including among other things, pursuing claims against directors and officers of the type asserted in the litigation.

A demand review committee of the Board was appointed to make a recommendation to the Board as to the demand.

On April 10, 2024, the committee recommended to the Board that the demand be refused.

The Board accepted the recommendation and unanimously determined to refuse the demand.

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

The inquiry covers a period beginning January 1, 2017.

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.

Costco Wholesale Corp.

et al., Case No.

A23-864391-B, District Court, Clark County, NV Wei, et al.

Costco Wholesale Corp.

A-22-856147-B, District Court, Clark County, NV Henry et al.

Costco Wholesale Corp.

et al., Case No.

A21844176-B, District Court, Clark County, NV Lampman et al.

Costco Wholesale Corp.

A-23-868638-C, District Court, Clark County, NV.

The plaintiffs allegedly sustained liver or other bodily damage as a result of consuming the product, and seek compensatory and punitive damages from all defendants, which include the manufacturer, distributors, testing equipment makers and retailers.

The case is set for trial March 17, 2025.

Wei and Henry have been consolidated with Brown et al.

AffinityLifestyles.com, Inc., et al., Case No.

A-21-831776-B, District Court, Clark County, NV.

The Company is not a named defendant in Brown.

Wei/Henry/Brown is set for trial starting October 7, 2024.

Lampman does not have a trial date.

In February 2023, Go Green Norcal, LLC filed an arbitration demand against the Company.

The demand alleged a breach of a supply agreement and sought unspecified damages and cancellation of a loan from the Company.

In March 2023, the Company filed its answer, denying any breach by the Company, along with counterclaims against Go Green and an affiliate for breach of contract, negligent misrepresentation, and an accounting.

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

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

Costco Wholesale Corp., Case No.

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

Costco Wholesale Corp., No.

T23-1405, Contra Costa County Superior Court;

Costco Wholesale Corp., Case No.

Costco Wholesale Corp., No.

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

Cal.), now consolidated with R.S.

Costco Wholesale Corp., Case No.

Costco Wholesale Corp., No.

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

Groves, et ano.

Costco Wholesale Corp., Case No.

Groves, et ano., v.

Costco Wholesale Corp., No.

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

Wash.), and Castillo v.

Costco Wholesale Corp., under Case No.

Costco Wholesale Corp., under No.

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

2 unchanged sentences

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.

In November 2024 the court denied the motion to dismiss in substantial part.

On May 16, 2024, the parties stipulated to stay Birdwell pending resolution of Castillo.

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

On January 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.

The Company is in the process of responding to both agencies.

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.

The Company has been served in over seventy product liability cases in California and Oregon related to its alleged sale of artificial and natural stone countertops.

These lawsuits allege strict liability, negligence, breach of warranty, fraud, and failure to warn claims on the grounds that the fabricators and cutters of the stone slabs used to fabricate countertops offered for sale by Costco are exposed to silica particulates in the air while performing such work, allegedly causing lung diseases, including, but not limited to, silicosis.

The defendants in these cases include the manufacturers, distributors, and retailers.

The Company has denied all claims, has filed cross-claims pertaining to indemnity and contribution, and otherwise sought indemnity from responsible parties.

In January 2023 the Company received a Civil Investigative Demand from the U.S.

14 unchanged sentences

International Total

12 Weeks Ended May 12, 2024

Total revenue $ 42,449 $ 8,014 $ 8,052 $ 58,515

Operating income 1,476 394 327 2,197

12 Weeks Ended May 7, 2023

Total revenue $ 39,049 $ 7,268 $ 7,331 $ 53,648

Operating income 1,027 327 325 1,679

36 Weeks Ended May 12, 2024

12 Weeks Ended November 24, 2024

Total revenue $ 45,088 $ 8,404 $ 8,659 $ 62,151

Operating income 1,498 362 336 2,196

36 Weeks Ended May 7, 2023

12 Weeks Ended November 26, 2023

Total revenue $ 41,833 $ 7,901 $ 8,065 $ 57,799

6 unchanged sentences

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

12 Weeks Ended 36 Weeks Ended

12 Weeks Ended

2024 November 26,

Foods and Sundries $ 25,062 $ 23,024

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements