What changed in this filing

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Item 1. Financial Statements

2025-12-17 compared with 2025-06-05 · 109 added, 128 removed, 331 unchanged (42% of the section changed)

3 unchanged sentences

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

12 Weeks Ended 36 Weeks Ended

12 Weeks Ended

2025 November 24,

Net sales $ 65,978 $ 60,985

21 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended 36 Weeks Ended

12 Weeks Ended

2025 November 24,

NET INCOME $ 2,001 $ 1,798

5 unchanged sentences

(amounts in millions, except par value and share data) (unaudited)

2025 September 1,

2025 August 31,

CURRENT ASSETS

38 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended May 11, 2025

12 Weeks Ended November 23, 2025

Common Stock Additional

3 unchanged sentences

Shares (000s) Amount

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

BALANCE AT AUGUST 31, 2025 443,237 $ 2 $ 8,282 $ ( 1,770 ) $ 22,650 $ 29,164

Net income — — — — 2,001 2,001

3 unchanged sentences

Repurchases of common stock ( 225 ) — ( 5 ) — ( 205 ) ( 210 )

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

Capital Accumulated

Comprehensive Loss Retained

Earnings Total

Shares (000s) Amount

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

Net income — — — — 1,681 1,681

Foreign-currency translation adjustment and other, net — — — ( 80 ) — ( 80 )

Stock-based compensation — — 107 — — 107

Release of vested RSUs, including tax effects 46 — ( 21 ) — — ( 21 )

Repurchases of common stock ( 221 ) — ( 4 ) — ( 158 ) ( 162 )

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

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.

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(amounts in millions) (unaudited)

36 Weeks Ended May 11, 2025

Common Stock Additional

Capital Accumulated

Comprehensive Loss Retained

Earnings Total

Shares (000s) Amount

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

Net income — — — — 5,489 5,489

Foreign-currency translation adjustment and other, net — — — ( 87 ) — ( 87 )

Stock-based compensation — — 723 — — 723

Release of vested RSUs, including tax effects 1,051 — ( 392 ) — — ( 392 )

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

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

Cash dividend declared — — — — ( 577 ) ( 577 )

BALANCE AT NOVEMBER 23, 2025 443,919 $ 2 $ 8,408 $ ( 1,976 ) $ 23,869 $ 30,303

12 Weeks Ended November 24, 2024

Common Stock Additional

9 unchanged sentences

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

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

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

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

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

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

3 unchanged sentences

12 Weeks Ended

2025 November 24,

CASH FLOWS FROM OPERATING ACTIVITIES

11 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment ( 1,526 ) ( 1,264 )

Purchases of short-term investments ( 195 ) ( 247 )

Maturities of short-term investments 340 541

Additions to property and equipment ( 3,532 ) ( 3,133 )

Other investing activities, net ( 17 ) ( 15 )

3 unchanged sentences

Proceeds from short-term borrowings — 133

Proceeds from issuance of long-term debt — 498

Tax withholdings on stock-based awards ( 357 ) ( 389 )

8 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:

Interest $ 43 $ 44

1 unchanged sentence

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

Cash dividend declared, but not yet paid $ 577 $ —

Financing lease assets obtained in exchange for new or modified leases $ 18 $ 111

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 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.

At November 23, 2025, Costco operated 921 warehouses worldwide:

633 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 112 in Canada, 42 in Mexico, 37 in Japan, 29 in the United Kingdom (U.K.), 20 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, three in France, two in Sweden and one each in Iceland and New Zealand.

The Company operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan, and Australia.

6 unchanged sentences

GAAP) for complete financial statements.

Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended September 1, 2024.

Fiscal Year End

1 unchanged sentence

Fiscal 2026 is a 52-week year ending on August 30, 2026.

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.

References to the first quarter of 2026 and 2025 relate to the 12-week fiscal quarters ended November 23, 2025, and November 24, 2024.

Use of Estimates

5 unchanged sentences

Actual results could differ from those estimates and assumptions.

Reclassification

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 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 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.

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

The amendments should be applied on a prospective basis.

7 unchanged sentences

The Company's investments were as follows:

May 11, 2025:

November 23, 2025:

Basis Unrealized

Losses, Net Recorded

Gains, Net Recorded

Available-for-sale:

3 unchanged sentences

Total short-term investments $ 960 $ 6 $ 966

September 1, 2024:

August 31, 2025:

Basis Unrealized

Losses, Net Recorded

Gains, Net Recorded

Available-for-sale:

3 unchanged sentences

Total short-term investments $ 1,120 $ 3 $ 1,123

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.

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended November 23, 2025, or August 31, 2025.

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 2025 or 2024.

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

There were no sales of available-for-sale securities during the first quarter of 2026 or 2025.

The maturities of available-for-sale and held-to-maturity securities at November 23, 2025, are as follows:

Available-For-Sale Held-To-Maturity

7 unchanged sentences

The table below presents information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis and indicates the level within the hierarchy reflecting the valuation techniques utilized.

2025 September 1,

2025 August 31,

Investment in government and agency securities $ 795 $ 786

1 unchanged sentence

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

( 34 ) ( 28 )

Total $ 806 $ 778

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 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.

On November 23, 2025, and August 31, 2025, 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 2026 or 2025.

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 thirty-six weeks of 2025 and no material fair value adjustments in 2024.

There were no fair value adjustments to these items during the first quarter of 2026 or 2025.

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

2025 September 1,

2025 August 31,

3.000 % Senior Notes due May 2027

13 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 $ 5,425 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.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 5,342 and $ 5,370 at November 23, 2025, and August 31, 2025.

Note 5—Equity

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.

A quarterly cash dividend of $ 1.30 per share was declared on October 15, 2025, and paid on November 14, 2025.

The dividend was $ 1.16 per share in the first quarter of 2025.

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

At November 23, 2025, the remaining amount available under the program was $ 1,752 .

The following table summarizes the repurchase activity:

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

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

First quarter of 2026 225 $ 932.02 $ 210

First quarter of 2025 230 $ 899.23 $ 206

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.

2 unchanged sentences

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 and settlement of RSUs.

1 unchanged sentence

Summary of Restricted Stock Unit Activity

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;

At November 23, 2025, 5,199,000 shares were available to be granted as RSUs, and the following awards were outstanding:

• 1,972,000 time-based RSUs, which vest upon continued employment over specified periods.

Some of these RSUs accelerate upon achievement of a long-service term;

• 60,000 performance-based RSUs granted to executive officers, for which the performance targets have been met.

1 unchanged sentence

• 67,000 performance-based RSUs granted to executive officers, subject to achievement of performance targets for 2026, 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 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:

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 2026:

Units (in 000s) Weighted-Average

Grant Date Fair Value

Outstanding at September 1, 2024 2,799 $ 463.24

Outstanding at August 31, 2025 2,308 $ 597.00

Granted 1,020 934.80

1 unchanged sentence

Forfeited ( 11 ) 644.61

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.

Outstanding at November 23, 2025 2,032 $ 720.32

The remaining unrecognized compensation cost related to RSUs unvested at November 23, 2025, was $ 1,355 , and the weighted-average period over which this cost will be recognized is 1.7 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

2025 November 24,

Stock-based compensation expense

$ 106 $ 106 $ 720 $ 686

Less recognized income tax benefits 117 101

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

2025 November 24,

$ 2,001 $ 1,798

1 unchanged sentence

443,961 443,988

RSUs 804 936 870 792

Weighted average diluted shares

444,515 444,891

Anti-dilutive RSUs

Anti-dilutive shares are excluded from the calculation of diluted shares and earnings per diluted share because their impact would increase earnings per diluted shares.

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period.

3 unchanged sentences

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 reasonably estimable.

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.

21 unchanged sentences

An amended complaint was filed in November 2024.

In February 2025

the court granted the Company’s motion to strike portions of the complaint.

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.

The Company's motion to stay the action was granted on November 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.

7 unchanged sentences

Costco Wholesale Corp., No.

T23-1405, Contra Costa County Superior Court;

C23-02416, Contra Costa County Superior Court;

Costco Wholesale Corp., No.

9 unchanged sentences

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

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 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.

5 unchanged sentences

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.

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.

1 unchanged sentence

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 (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.

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;

1 unchanged sentence

Note 9—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 consider geographic locations.

The material accounting policies of the segments are as described in the notes to the consolidated financial statements included in the Company's Annual Report filed on Form 10-K for the fiscal year ended September 1, 2024, and Note 1 above.

Inter-segment net sales and expenses have been eliminated in calculating total revenue and operating income.

The following table provides information for the Company's reportable segments:

United States Canada Other

International Total

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 May 12, 2024

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.

Inter-segment net sales and expenses, including royalties, have been eliminated in computing total revenue and operating income.

The chief operating decision maker (CODM) is the Company's President and Chief Executive Officer.

The CODM utilizes operating income, as reported in the condensed consolidated statement of income, along with internal management reports, in evaluating performance and allocating resources.

The following table provides the revenue, significant expenses, and operating income for the Company's reportable segments:

12 Weeks Ended

2025 November 24,

United States

Total revenue $ 48,569 $ 45,088

Merchandise costs 42,132 39,148

Selling, general and administrative expenses 4,821 4,442

Operating income $ 1,616 $ 1,498

36 Weeks Ended May 11, 2025

Total revenue $ 9,073 $ 8,404

Merchandise costs 7,897 7,341

Selling, general and administrative expenses 742 701

Operating income $ 434 $ 362

36 Weeks Ended May 12, 2024

Other International

Total revenue $ 9,665 $ 8,659

Merchandise costs 8,481 7,620

Selling, general and administrative expenses 771 703

Operating income $ 413 $ 336

52 Weeks Ended September 1, 2024

Total revenue $ 67,307 $ 62,151

Merchandise costs 58,510 54,109

Selling, general and administrative expenses 6,334 5,846

Operating income 2,463 2,196

Other income (1)

Income before income taxes $ 2,583 $ 2,306

_______________

(1) Other income consists of interest expense and interest income and other, net.

The following table provides depreciation and amortization and additions to property and equipment for the Company's reportable segments:

12 Weeks Ended

2025 November 24,

United States

Depreciation and amortization $ 464 $ 428

Additions to property and equipment 1,176 914

Depreciation and amortization $ 49 $ 45

Additions to property and equipment 190 187

Other International

Depreciation and amortization $ 84 $ 75

Additions to property and equipment 160 163

Depreciation and amortization $ 597 $ 548

Additions to property and equipment 1,526 1,264

The following table provides property and equipment, net and total assets for the Company's reportable segments:

2025 August 31,

United States

Property and equipment, net $ 23,530 $ 22,790

Total assets 59,701 54,862

Property and equipment, net $ 3,012 $ 2,930

Total assets 7,440 7,304

Other International

Property and equipment, net $ 6,074 $ 6,189

Total assets 15,649 14,933

Property and equipment, net $ 32,616 $ 31,909

Total assets 82,790 77,099

Disaggregated Revenue

1 unchanged sentence

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

2025 November 24,

Foods and Sundries $ 26,943 $ 25,062

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