cost-20230302
FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322023-03-022023-03-02


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): March 2, 2023

COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)

Washington0-2035591-1223280
(State or other jurisdiction
of incorporation)
(Commission
File No.)
(I.R.S. Employer
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)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.005 per shareCOSTNASDAQ

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 March 2, 2023, the Company issued a press release containing its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2023, ended February 12, 2023, and sales results for the four weeks ended February 26, 2023. A copy of the press release is included in Item 9.01.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits. The following exhibits are included in this report:

99.1.    Press release dated March 2, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).

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 March 2, 2023.

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


Exhibit 99.1
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Press Release
COSTCO WHOLESALE CORPORATION REPORTS SECOND QUARTER AND YEAR-TO-DATE
OPERATING RESULTS FOR FISCAL YEAR 2023 AND FEBRUARY SALES RESULTS
ISSAQUAH, Wash., March 2, 2023 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2023, ended February 12, 2023.
Net sales for the quarter increased 6.5% percent, to $54.24 billion, from $50.94 billion last year. Net sales for the first 24 weeks increased 7.3% percent, to $107.68 billion, from $100.35 billion last year.
Comparable sales for the second quarter and first 24 weeks of fiscal 2023 were as follows:
12 Weeks12 Weeks24 Weeks24 Weeks
Adjusted*Adjusted*
U.S.5.7%5.8%7.5%6.2%
Canada3.5%9.6%2.9%8.9%
Other International3.8%9.5%0.4%9.3%
Total Company5.2%6.8%5.9%7.0%
E-commerce-9.6%-8.7%-6.8%-5.5%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $1,466 million, $3.30 per diluted share. Last year's second quarter net income was $1,299 million, $2.92 per diluted share. Net income for the first 24 weeks was $2.83 billion, or $6.37 per diluted share, compared to $2.62 billion, $5.90 per diluted share, last year.
For the four-week reporting month of February, ended February 26, 2023, the Company reported net sales of $17.06 billion, an increase of 4.7 percent from $16.29 billion last year. Lunar New Year/Chinese New Year occurred on January 22, 10 days earlier this year. The shift positively impacted February's Other International and Total Company sales by approximately 2% and 0.25%, respectively. For the twenty-six week period ended February 26, 2023, net sales were $116.06 billion, an increase of 7.1 percent from $108.39 billion last year.
Comparable sales for the February and year-to-date periods ended February 26, 2023, were as follows:
4 Weeks4 Weeks26 Weeks26 Weeks
Adjusted*Adjusted*
U.S.3.4%3.5%7.1%6.0%
Canada1.2%7.3%2.7%8.8%
Other International6.5%11.5%0.7%9.4%
Total Company3.5%5.0%5.6%6.8%
E-commerce-11.2%-10.3%-7.0%-5.7%
*Excluding the impacts from changes in gasoline prices and foreign exchange.



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Press Release
Costco currently operates 848 warehouses, including 584 in the United States and Puerto Rico, 107 in Canada, 40 in Mexico, 31 in Japan, 29 in the United Kingdom, 18 in Korea, 14 in Taiwan, 14 in Australia, four in Spain, two each in France and China, and one each in Iceland, New Zealand and Sweden. 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, March 2, 2023, and is available via a webcast on investor.costco.com (click on "Events & Presentations”).
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 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, public-health related factors, 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
David Sherwood, 425/313-8239
Josh Dahmen, 425/313-8254

COST-Earn
COST-Sales



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Press Release

COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (dollars in millions, except per share data) (unaudited)

12 Weeks Ended24 Weeks Ended
February 12,
2023
February 13,
2022
February 12,
2023
February 13,
2022
REVENUE
Net sales$54,239 $50,937 $107,676 $100,354 
Membership fees1,027 967 2,027 1,913 
Total revenue55,266 51,904 109,703 102,267 
OPERATING EXPENSES
Merchandise costs48,423 45,517 96,192 89,469 
Selling, general and administrative4,940 4,575 9,857 9,293 
Operating income1,903 1,812 3,654 3,505 
OTHER INCOME (EXPENSE)
Interest expense(34)(36)(68)(75)
Interest income and other, net114 25 167 67 
INCOME BEFORE INCOME TAXES1,983 1,801 3,753 3,497 
Provision for income taxes517 481 923 832 
Net income including noncontrolling interests1,466 1,320 2,830 2,665 
Net income attributable to noncontrolling interests— (21)— (42)
NET INCOME ATTRIBUTABLE TO COSTCO$1,466 $1,299 $2,830 $2,623 
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic$3.30 $2.93 $6.37 $5.91 
Diluted$3.30 $2.92 $6.37 $5.90 
Shares used in calculation (000s):
Basic443,877 443,623 443,857 443,500 
Diluted444,475 444,916 444,503 444,760 




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Press Release

COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (amounts in millions, except par value and share data) (unaudited)
Subject to Reclassification

February 12,
2023
August 28,
2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents$12,970 $10,203 
Short-term investments735 846 
Receivables, net2,714 2,241 
Merchandise inventories16,081 17,907 
Other current assets1,830 1,499 
Total current assets34,330 32,696 
OTHER ASSETS
Property and equipment, net25,724 24,646 
Operating lease right-of-use assets2,859 2,774 
Other long-term assets3,935 4,050 
TOTAL ASSETS$66,848 $64,166 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable$16,407 $17,848 
Accrued salaries and benefits4,483 4,381 
Accrued member rewards2,016 1,911 
Deferred membership fees2,412 2,174 
Current portion of long-term debt76 73 
Other current liabilities7,122 5,611 
Total current liabilities32,516 31,998 
OTHER LIABILITIES
Long-term debt, excluding current portion6,506 6,484 
Long-term operating lease liabilities2,557 2,482 
Other long-term liabilities2,470 2,555 
TOTAL LIABILITIES44,049 43,519 
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock $0.005 par value; 100,000,000 shares authorized; no shares issued and outstanding— — 
Common stock $0.005 par value; 900,000,000 shares authorized; 443,550,000 and 442,664,000 shares issued and outstanding
Additional paid-in capital7,123 6,884 
Accumulated other comprehensive loss(1,672)(1,829)
Retained earnings17,341 15,585 
Total Costco stockholders’ equity22,794 20,642 
Noncontrolling interests
TOTAL EQUITY22,799 20,647 
TOTAL LIABILITIES AND EQUITY$66,848 $64,166