8-K - COST - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 22, 2022

COSTCO WHOLESALE CORPORATION

(Exact name of registrant as specified in its charter)

Washington	0-20355	91-1223280
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File No.)	(I.R.S. Employer<br> <br>Identification No.)

999 Lake Drive

Issaquah, WA 98027

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 425-313-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities	registered pursuant to Section 12(b) of the Act:
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Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
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Common Stock, par value $.01 per share	COST	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.	Results of Operations and Financial Condition

On September 22, 2022, the Company issued a press release containing its operating results for the 16-week fourth quarter and the 52-week fiscal year, ended August 28, 2022. A copy of the press release is included in Item 9.01.

Item 9.01.	Financial Statements and Exhibits

(d) Exhibits. The following exhibit is included in this report:

99.1.	Press release dated September 22, 2022.
104	Cover page Interactive data file (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, on September 23, 2022.

COSTCO WHOLESALE CORPORATION
By:	/s/ Richard A. Galanti
	Richard A. Galanti
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

COSTCO WHOLESALE CORPORATION REPORTS FOURTH QUARTER AND FISCAL

YEAR 2022 OPERATING RESULTS

ISSAQUAH, Wash., September 22, 2022 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the 16-week fourth quarter and the 52-week fiscal year, ended August 28, 2022.

Net sales for the quarter increased 15.2 percent, to $70.76 billion, from $61.44 billion last year. Net sales for the fiscal year increased 16.0 percent, to $222.73 billion, from $192.05 billion last year.

Comparable sales for the fourth quarter and the fiscal year were as follows:

	16 Weeks			16 Weeks					52 Weeks
				Adjusted*					Adjusted*
U.S.		15.8	%		9.6	%	15.8	%		10.4	%
Canada		13.4	%		13.7	%	15.2	%		12.1	%
Other International		2.9	%		11.3	%	6.6	%		10.2	%
Total Company		13.7	%		10.4	%	14.4	%		10.6	%
E-commerce		7.1	%		8.4	%	10.1	%		10.4	%
*	Excluding the impacts from changes in gasoline prices and foreign exchange.
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Net income for the fourth quarter was $1.868 billion, $4.20 per diluted share, compared to $1.670 billion, $3.76 per diluted share last year. Last year’s fourth quarter was negatively impacted by a write-off of information technology assets of $84 million pre-tax ($0.14 per diluted share).

Net income for the fiscal year was $5.84 billion, $13.14 per diluted share, compared to $5.01 billion, $11.27 per diluted share, in the prior year.

Costco currently operates 838 warehouses, including 578 in the United States and Puerto Rico, 107 in Canada, 40 in Mexico, 31 in Japan, 29 in the United Kingdom, 17 in Korea, 14 in Taiwan, 13 in Australia, four in Spain, two each in France and China, and one in Iceland. Costco also operates e-commerce sites in the U.S., Canada, the United Kingdom, Mexico, Korea, Taiwan, Japan and Australia.

A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, September 22, 2022, and is available via a webcast on www.costco.com (click on Investor Relations and “Play Webcast”).

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks

Press Release

and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs), energy and certain commodities, geopolitical conditions (including tariffs and the Ukraine conflict), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, and COVID-19 related factors and challenges, including (among others) the duration of the pandemic, the unknown long-term economic impact, reduced shopping due to illness, travel restrictions or financial hardship, shifts in demand for products, reduced workforces due to illness, quarantine, or government mandates, temporary store closures or operational limitations due to government mandates, or supply-chain disruptions, capacity constraints of third-party logistics suppliers, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law.

CONTACTS:	Costco Wholesale Corporation
	Richard Galanti, 425/313-8203
	Bob Nelson, 425/313-8255
	David Sherwood, 425/313-8239
	Josh Dahmen, 425/313-8254
Press Release
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COSTCO WHOLESALE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

	16 Weeks Ended						52 Weeks Ended
	August 28,2022			August 29,2021			August 28,2022			August 29,2021
REVENUE
Net sales	$	70,764		$	61,441		$	222,730		$	192,052
Membership fees		1,327			1,234			4,224			3,877
Total revenue		72,091			62,675			226,954			195,929
OPERATING EXPENSES
Merchandise costs		63,558			54,733			199,382			170,684
Selling, general and administrative		6,036			5,667			19,779			18,537
Operating income		2,497			2,275			7,793			6,708
OTHER INCOME (EXPENSE)
Interest expense		(48	)		(52	)		(158	)		(171	)
Interest income and other, net		67			68			205			143
INCOME BEFORE INCOME TAXES		2,516			2,291			7,840			6,680
Provision for income taxes		638			597			1,925			1,601
Net income including noncontrolling interests		1,878			1,694			5,915			5,079
Net income attributable to noncontrolling interests		(10	)		(24	)		(71	)		(72	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	1,868		$	1,670		$	5,844		$	5,007
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	4.21		$	3.77		$	13.17		$	11.30
Diluted	$	4.20		$	3.76		$	13.14		$	11.27
Shares used in calculation (000’s):
Basic		443,839			443,193			443,651			443,089
Diluted		444,655			444,369			444,757			444,346
Press Release
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COSTCO WHOLESALE CORPORATION

CONSOLIDATED BALANCE SHEETS

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

(unaudited)

Subject toReclassification

			August 29,2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	10,203		$	11,258
Short-term investments	846			917
Receivables, net	2,241			1,803
Merchandise inventories	17,907			14,215
Other current assets	1,499			1,312
Total current assets	32,696			29,505
OTHER ASSETS
Property and equipment, net	24,646			23,492
Operating lease<br>right-of-use assets	2,774			2,890
Other long-term assets	4,050			3,381
TOTAL ASSETS	64,166		$	59,268
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	17,848		$	16,278
Accrued salaries and benefits	4,381			4,090
Accrued member rewards	1,911			1,671
Deferred membership fees	2,174			2,042
Current portion of long-term debt	73			799
Other current liabilities	5,611			4,561
Total current liabilities	31,998			29,441
OTHER LIABILITIES
Long-term debt, excluding current portion	6,484			6,692
Long-term operating lease liabilities	2,482			2,642
Other long-term liabilities	2,555			2,415
TOTAL LIABILITIES	43,519			41,190
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock 0.005 par value; 100,000,000 shares authorized; no shares issued and<br>outstanding	—			—
Common stock 0.005 par value; 900,000,000 shares authorized; 442,664,000 and 441,825,000 shares<br>issued and outstanding	2			4
Additional paid-in capital	6,884			7,031
Accumulated other comprehensive loss	(1,829	)		(1,137	)
Retained earnings	15,585			11,666
Total Costco stockholders’ equity	20,642			17,564
Noncontrolling interests	5			514
TOTAL EQUITY	20,647			18,078
TOTAL LIABILITIES AND EQUITY	64,166		$	59,268

All values are in US Dollars.