What changed in this filing

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Item 1. Financial Statements

2025-03-13 compared with 2024-12-19 · 105 added, 44 removed, 369 unchanged (29% of the section changed)

3 unchanged sentences

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

12 Weeks Ended

2024 November 26,

12 Weeks Ended 24 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

Net sales $ 62,530 $ 57,331 $ 123,515 $ 114,048

21 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended

2024 November 26,

12 Weeks Ended 24 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

$ 1,788 $ 1,743 $ 3,586 $ 3,332

48 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended November 24, 2024

12 Weeks Ended February 16, 2025

Common Stock Additional

3 unchanged sentences

Shares (000s) Amount

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

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

Net income — — — — 1,788 1,788

4 unchanged sentences

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

BALANCE AT FEBRUARY 16, 2025 443,730 $ 2 $ 8,047 $ ( 2,242 ) $ 19,770 $ 25,577

12 Weeks Ended February 18, 2024

Common Stock Additional

Capital Accumulated

Comprehensive Loss Retained

Earnings Total

Shares (000s) Amount

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

12 Weeks Ended November 26, 2023

Net income — — — — 1,743 1,743

Foreign-currency translation adjustment and other, net — — — 1 — 1

Stock-based compensation — — 136 — — 136

Release of vested RSUs, including tax effects 2 — — — — —

Repurchases of common stock ( 240 ) — ( 5 ) — ( 155 ) ( 160 )

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

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

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

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(amounts in millions) (unaudited)

24 Weeks Ended February 16, 2025

Common Stock Additional

9 unchanged sentences

Repurchases of common stock ( 443 ) — ( 8 ) — ( 405 ) ( 413 )

Cash dividend declared — — — — ( 1,030 ) ( 1,030 )

BALANCE AT FEBRUARY 16, 2025 443,730 $ 2 $ 8,047 $ ( 2,242 ) $ 19,770 $ 25,577

24 Weeks Ended February 18, 2024

Common Stock Additional

Capital Accumulated

Comprehensive Loss Retained

Earnings Total

Shares (000s) Amount

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

Net income — — — — 3,332 3,332

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

Stock-based compensation — — 582 — — 582

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

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

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

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

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

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

3 unchanged sentences

24 Weeks Ended

2024 November 26,

2025 February 18,

CASH FLOWS FROM OPERATING ACTIVITIES

30 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

Cash paid during the first half of the year for:

Income taxes, net $ 798 $ 1,197

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

Cash dividend declared, but not yet paid

Financing lease assets obtained in exchange for new or modified leases $ 103 $ 97

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 November 24, 2024, Costco operated 896 warehouses worldwide:

At February 16, 2025, Costco operated 897 warehouses worldwide:

617 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.

11 unchanged sentences

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.

References to the second quarter of 2025 and 2024 relate to the 12-week fiscal quarters ended February 16, 2025, and February 18, 2024.

References to the first half of 2025 and 2024 relate to the 24 weeks ended February 16, 2025, and February 18, 2024.

Use of Estimates

6 unchanged sentences

Reclassification

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.

Reclassifications were made to the condensed consolidated balance sheet for 2024 and to the statement of cash flows for the first half of 2024.

These changes were made to conform with the current year presentation.

Recent Accounting Pronouncements Not Yet Adopted By The Company

13 unchanged sentences

The Company's investments were as follows:

November 24, 2024:

February 16, 2025:

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 November 24, 2024, or September 1, 2024 .

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended February 16, 2025, 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 quarter of 2025 or 2024.

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

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

The maturities of available-for-sale and held-to-maturity securities at February 16, 2025, 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.

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.

On February 16, 2025, 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 half 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 fair value adjustments to these items during the first quarter of 2025 and no material fair value adjustments in 2024.

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

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

15 unchanged sentences

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

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.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 5,312 and $ 5,412 at February 16, 2025, and September 1, 2024.

Note 5—Equity

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.

A quarterly cash dividend of $ 1.16 per share was declared on January 23, 2025, and paid on February 21, 2025.

During the second quarter of 2024, the quarterly dividend was $ 1.02 per share and an aggregate payment of approximately $6,655 was made in connection with a special cash dividend of $15.00 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.

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

At February 16, 2025, the remaining amount available under the program was $ 2,452 .

The following table summarizes the repurchase activity:

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

First quarter of 2025 230 $ 899.23 $ 206

First quarter of 2024 288 $ 564.06 $ 162

Second quarter of 2025 213 $ 967.29 $ 207

First half of 2025 443 $ 932.03 $ 413

Second quarter of 2024 240 $ 664.02 $ 160

First half of 2024 528 $ 609.51 $ 322

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.

6 unchanged sentences

Summary of Restricted Stock Unit Activity

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

At February 16, 2025, 6,232,000 shares were available to be granted as RSUs, and the following awards were outstanding:

• 2,241,000 time-based RSUs, which vest upon continued employment over specified periods and accelerate upon achievement of a long-service term;

2 unchanged sentences

• 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:

These awards are included in the table below.

The Company recognized compensation expense for these awards in the second quarter of 2025, as it is currently deemed probable that the targets will be achieved.

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

Units (in 000s) Weighted-Average

4 unchanged sentences

Forfeited ( 49 ) 549.46

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.

Outstanding at February 16, 2025 2,362 $ 596.80

The remaining unrecognized compensation cost related to RSUs unvested at February 16, 2025, was $ 1,175 , 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

2024 November 26,

12 Weeks Ended 24 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

Stock-based compensation expense

$ 151 $ 136 $ 614 $ 580

Less recognized income tax benefits 28 25 129 120

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

2024 November 26,

12 Weeks Ended 24 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

$ 1,788 $ 1,743 $ 3,586 $ 3,332

1 unchanged sentence

443,982 443,892 443,985 443,859

RSUs 904 862 903 720

Weighted average diluted shares

8 unchanged sentences

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

The Company has recorded an immaterial accrual with respect to one matter described below, in addition to other immaterial accruals for matters not described below.

The Company has recorded an immaterial accrual with respect to some 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.

13 unchanged sentences

the Company has denied the material allegations of the complaint and filed a motion to stay the action.

The motion was granted on December 18, 2024.

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:

2 unchanged sentences

Stanislaus County Superior Court).

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

amended complaint was filed in November 2024.

In February 2025 the court granted the Company’s motion to strike portions of the complaint;

the plaintiff has permission to file a further amended 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.

4 unchanged sentences

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

The Company is defending all of the pending matters.

The Company is defending all of the pending matters except for a small number being resolved for immaterial amounts.

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:

27 unchanged sentences

3:24-cv-03714 (N.D.

On February 14, 2025, the court granted this motion;

plaintiffs have permission to file an amended complaint.

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.

1 unchanged sentence

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.

The Company denied all claims, has filed cross-claims pertaining to indemnity and contribution, and otherwise sought indemnity from responsible parties and has now been dismissed from nearly all of these cases.

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

2 unchanged sentences

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.

Environmental Protection Agency (EPA).

The EPA is seeking administrative fines for importation, sale and distribution of misbranded devices and unregistered products the government asserts are pesticides under FIFRA.

9 unchanged sentences

International Total

12 Weeks Ended November 24, 2024

12 Weeks Ended February 16, 2025

Total revenue $ 46,413 $ 8,296 $ 9,014 $ 63,723

Operating income 1,515 403 398 2,316

12 Weeks Ended November 26, 2023

12 Weeks Ended February 18, 2024

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

Operating income 1,294 390 378 2,062

24 Weeks Ended February 16, 2025

Total revenue $ 91,501 $ 16,700 $ 17,673 $ 125,874

Operating income 3,013 765 734 4,512

24 Weeks Ended February 18, 2024

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

Operating income 2,652 715 679 4,046

52 Weeks Ended September 1, 2024

4 unchanged sentences

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

12 Weeks Ended

2024 November 26,

12 Weeks Ended 24 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

Foods and Sundries $ 25,112 $ 23,675 $ 50,174 $ 46,699

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