What changed in this filing

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Item 1. Financial Statements

2025-06-05 compared with 2025-03-13 · 62 added, 77 removed, 397 unchanged (26% of the section changed)

4 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

Net sales $ 61,965 $ 57,392 $ 185,480 $ 171,440

22 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

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

NET INCOME $ 1,903 $ 1,681 $ 5,489 $ 5,013

Foreign-currency translation adjustment and other, net 327 ( 80 ) ( 87 ) ( 117 )

( 90 ) 1 ( 414 ) ( 37 )

COMPREHENSIVE INCOME $ 2,230 $ 1,601 $ 5,402 $ 4,896

$ 1,698 $ 1,744 $ 3,172 $ 3,295

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

43 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended February 16, 2025

12 Weeks Ended May 11, 2025

Common Stock Additional

3 unchanged sentences

Shares (000s) Amount

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

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

Net income — — — — 1,903 1,903

3 unchanged sentences

Repurchases of common stock ( 215 ) — ( 4 ) — ( 206 ) ( 210 )

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

Cash dividend declared and other — — — — ( 577 ) ( 577 )

BALANCE AT MAY 11, 2025 443,519 $ 2 $ 8,148 $ ( 1,915 ) $ 20,890 $ 27,125

12 Weeks Ended May 12, 2024

Common Stock Additional

3 unchanged sentences

Shares (000s) Amount

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

Net income — — — — 1,681 1,681

4 unchanged sentences

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

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

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

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

2 unchanged sentences

(amounts in millions) (unaudited)

24 Weeks Ended February 16, 2025

36 Weeks Ended May 11, 2025

Common Stock Additional

9 unchanged sentences

Repurchases of common stock ( 658 ) — ( 12 ) — ( 611 ) ( 623 )

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

Cash dividend declared and other — — — — ( 1,607 ) ( 1,607 )

BALANCE AT MAY 11, 2025 443,519 $ 2 $ 8,148 $ ( 1,915 ) $ 20,890 $ 27,125

36 Weeks Ended May 12, 2024

Common Stock Additional

10 unchanged sentences

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

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

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

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

3 unchanged sentences

36 Weeks Ended

2025 February 18,

CASH FLOWS FROM OPERATING ACTIVITIES

30 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the first half of the year for:

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

Interest $ 81 $ 90

Income taxes, net $ 1,648 $ 1,449

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

At May 11, 2025, Costco operated 905 warehouses worldwide:

624 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 109 in Canada, 41 in Mexico, 37 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 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.

References to the third quarter of 2025 and 2024 relate to the 12-week fiscal quarters ended May 11, 2025, and May 12, 2024.

References to the first thirty-six weeks of 2025 and 2024 relate to the 36 weeks ended May 11, 2025, and May 12, 2024.

Use of Estimates

6 unchanged sentences

Reclassification

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

Reclassifications were made to the condensed consolidated balance sheet for 2024 and to the statement of cash flows for the first thirty-six weeks of 2024.

These changes were made to conform with the 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.

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.

11 unchanged sentences

The Company's investments were as follows:

February 16, 2025:

May 11, 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 February 16, 2025, or September 1, 2024 .

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended May 11, 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 half of 2025 or 2024.

The maturities of available-for-sale and held-to-maturity securities at February 16, 2025, are as follows:

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

The maturities of available-for-sale and held-to-maturity securities at May 11, 2025, are as follows:

Available-For-Sale Held-To-Maturity

11 unchanged sentences

Forward foreign-exchange contracts, in (liability) position (1)

( 34 ) ( 28 )

Total $ 748 $ 661

1 unchanged sentence

(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 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.

On May 11, 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 thirty-six weeks 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 half of 2025 and no material fair value adjustments in 2024.

There were no fair value adjustments to these items during the first thirty-six weeks of 2025 and no material fair value adjustments in 2024.

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

12 unchanged sentences

_______________

(1) Net of unamortized debt discounts and issuance costs .

(1) Net of unamortized debt discounts and issuance costs and included in other current liabilities in the accompanying condensed consolidated balance sheets .

The fair value of the Senior Notes is estimated using Level 2 inputs.

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

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.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 5,425 and $ 5,412 at May 11, 2025, and September 1, 2024.

Subsequent to the end of the quarter on May 21, 2025, the Japanese subsidiary repaid $ 103 of its Guaranteed Senior Notes.

Note 5—Equity

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.

A quarterly cash dividend of $ 1.30 per share was declared on April 16, 2025, and paid on May 16, 2025.

The dividend was $ 1.16 per share in the third 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 February 16, 2025, the remaining amount available under the program was $ 2,452 .

At May 11, 2025, the remaining amount available under the program was $ 2,242 .

The following table summarizes the repurchase activity:

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

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

Third quarter of 2025 215 $ 976.71 $ 210

First thirty-six weeks of 2025 658 $ 946.64 $ 623

Third quarter of 2024 221 $ 733.23 $ 162

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

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 authorizes the issuance of up to a maximum of 15,885,000 RSUs.

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

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

The Company issues new shares of common stock upon vesting of RSUs.

The Company issues new shares of common stock upon vesting and settlement of RSUs.

Shares for vested RSUs are generally delivered to participants annually, net of shares withheld for taxes.

Summary of Restricted Stock Unit Activity

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

At May 11, 2025, 6,261,000 shares were available to be granted as RSUs, and the following awards were outstanding:

• 2,205,000 time-based RSUs, which vest upon continued employment over specified periods and accelerate upon achievement of a long-service term;

3 unchanged sentences

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:

The Company recognized compensation expense for these awards in the third quarter of 2025, 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 2025:

Units (in 000s) Weighted-Average

4 unchanged sentences

Forfeited ( 78 ) 562.25

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.

Outstanding at May 11, 2025 2,326 $ 596.92

The remaining unrecognized compensation cost related to RSUs unvested at May 11, 2025, was $ 1,046 , and the weighted-average period over which this cost will be recognized is 1.7 years.

Summary of Stock-Based Compensation

1 unchanged sentence

12 Weeks Ended 36 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

Stock-based compensation expense

5 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

$ 1,903 $ 1,681 $ 5,489 $ 5,013

29 unchanged sentences

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:

off-the-clock work, incorrect and untimely payment of wages.

In August 2024, an employee filed an action under PAGA against the Company, alleging claims for penalties for various alleged violations of the California Labor Code.

CV-24-006198;

Stanislaus County Superior Court).

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.

An 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 filed a further amended complaint;

the Company's motion to strike a portion of this complaint was granted on May 13, 2025.

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 except for a small number being resolved for immaterial amounts.

The Company is defending all of the pending matters except for a small number that have been 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.

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 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.

On February 14, 2025, the court granted the motion.

An amended complaint was filed;

defendants' motion to dismiss this complaint was denied on May 14, 2025.

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

3 unchanged sentences

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.

The EPA is seeking administrative fines for importation, sale and distribution of

misbranded devices and unregistered products the government asserts are pesticides under FIFRA.

An agreement has been reached to settle the matter for an immaterial amount.

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;

8 unchanged sentences

International Total

12 Weeks Ended February 16, 2025

12 Weeks Ended May 11, 2025

Total revenue $ 46,318 $ 8,321 $ 8,566 $ 63,205

Operating income 1,713 450 367 2,530

12 Weeks Ended February 18, 2024

12 Weeks Ended May 12, 2024

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

Operating income 1,476 394 327 2,197

24 Weeks Ended February 16, 2025

36 Weeks Ended May 11, 2025

Total revenue $ 137,819 $ 25,021 $ 26,239 $ 189,079

Operating income 4,726 1,215 1,101 7,042

24 Weeks Ended February 18, 2024

36 Weeks Ended May 12, 2024

Total revenue $ 126,234 $ 23,789 $ 24,733 $ 174,756

7 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2025 February 18,

2024 February 16,

2025 February 18,

Foods and Sundries $ 25,149 $ 23,065 $ 75,323 $ 69,764

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