8-K

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 26, 2023

COSTCO WHOLESALE CORPORATION

(Exact name of registrant as specified in its charter)

Washington	0-20355	91-1223280
(State or other jurisdiction <br>of incorporation)	(Commission <br>File No.)	(I.R.S. Employer <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)
☐	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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.005 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 26, 2023, the Company issued a press release containing its operating results for the 17-week fourth quarter and the 53-week fiscal year, ended September 3, 2023. A copy of the press release is attached as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1.    Press release dated September 26, 2023.

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.

	COSTCO WHOLESALE CORPORATION
Dated: September 26, 2023	By:	/s/ Richard A. Galanti
		Richard A. Galanti
		Executive Vice President, Chief Financial Officer and Director

Document

Exhibit 99.1

Press Release

COSTCO WHOLESALE CORPORATION REPORTS FOURTH QUARTER AND FISCAL YEAR 2023 OPERATING RESULTS

ISSAQUAH, Wash., September 26, 2023 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the 17-week fourth quarter and the 53-week fiscal year ended September 3, 2023.

Net sales for the 17-week fourth quarter were $77.43 billion, an increase of 9.4 percent from $70.76 billion in the 16-week fourth quarter last year. Net sales for the 53-week fiscal year were $237.71 billion, an increase of 6.7 percent from $222.73 billion in the 52-week fiscal year of 2022.

Comparable sales were as follows:

	17 Weeks	17 Weeks	53 Weeks	53 Weeks
		Adjusted*		Adjusted*
U.S.	0.2%	3.1%	3.3%	4.2%
Canada	1.8%	7.4%	1.7%	8.1%
Other International	5.5%	4.4%	2.8%	7.6%
Total Company	1.1%	3.8%	3.0%	5.2%
E-commerce	-0.8%	-0.6%	-5.7%	-4.8%

*Excluding the impacts from changes in gasoline prices and foreign exchange.

Net income for the 17-week fourth quarter was $2.160 billion, $4.86 per diluted share, compared to $1.868 billion, $4.20 per diluted share, in the 16-week fourth quarter last year.

Net income for the 53-week fiscal year was $6.292 billion, $14.16 per diluted share, compared to $5.844 billion, $13.14 per diluted share, in the 52-week prior year.

Costco currently operates 861 warehouses, including 591 in the United States and Puerto Rico, 107 in Canada, 40 in Mexico, 33 in Japan, 29 in the United Kingdom, 18 in Korea, 15 in Australia, 14 in Taiwan, five in China, four in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.

A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, September 26, 2023, and will be available via a webcast on investor.costco.com (click "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

Press Release

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. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with GAAP.

CONTACTS:    Costco Wholesale Corporation

Richard Galanti, 425/313-8203

David Sherwood, 425/313-8239

Josh Dahmen, 425/313-8254

Press Release

COSTCO WHOLESALE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

	17 Weeks Ended		16 Weeks Ended		53 Weeks Ended		52 Weeks Ended
	September 3,<br>2023		August 28,<br>2022		September 3,<br>2023		August 28,<br>2022
REVENUE
Net sales	$	77,430	$	70,764	$	237,710	$	222,730
Membership fees	1,509		1,327		4,580		4,224
Total revenue	78,939		72,091		242,290		226,954
OPERATING EXPENSES
Merchandise costs	69,219		63,558		212,586		199,382
Selling, general and administrative	6,939		6,036		21,590		19,779
Operating income	2,781		2,497		8,114		7,793
OTHER INCOME (EXPENSE)
Interest expense	(56)		(48)		(160)		(158)
Interest income and other, net	238		67		533		205
INCOME BEFORE INCOME TAXES	2,963		2,516		8,487		7,840
Provision for income taxes	803		638		2,195		1,925
Net income including noncontrolling interests	2,160		1,878		6,292		5,915
Net income attributable to noncontrolling interests	—		(10)		—		(71)
NET INCOME ATTRIBUTABLE TO COSTCO	$	2,160	$	1,868	$	6,292	$	5,844
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	4.87	$	4.21	$	14.18	$	13.17
Diluted	$	4.86	$	4.20	$	14.16	$	13.14
Shares used in calculation (000's):
Basic	443,876		443,839		443,854		443,651
Diluted	444,445		444,655		444,452		444,757

Press Release

COSTCO WHOLESALE CORPORATION

CONSOLIDATED BALANCE SHEETS

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

(unaudited)

Subject to Reclassification

	September 3,<br>2023		August 28,<br>2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	13,700	$	10,203
Short-term investments	1,534		846
Receivables, net	2,285		2,241
Merchandise inventories	16,651		17,907
Other current assets	1,709		1,499
Total current assets	35,879		32,696
OTHER ASSETS
Property and equipment, net	26,684		24,646
Operating lease right-of-use assets	2,713		2,774
Other long-term assets	3,718		4,050
TOTAL ASSETS	$	68,994	$	64,166
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	17,483	$	17,848
Accrued salaries and benefits	4,278		4,381
Accrued member rewards	2,150		1,911
Deferred membership fees	2,337		2,174
Current portion of long-term debt	1,081		73
Other current liabilities	6,254		5,611
Total current liabilities	33,583		31,998
OTHER LIABILITIES
Long-term debt, excluding current portion	5,377		6,484
Long-term operating lease liabilities	2,426		2,482
Other long-term liabilities	2,550		2,555
TOTAL LIABILITIES	43,936		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; 442,793,000 and 442,664,000 shares issued and outstanding	2		2
Additional paid-in capital	7,340		6,884
Accumulated other comprehensive loss	(1,805)		(1,829)
Retained earnings	19,521		15,585
Total Costco stockholders’ equity	25,058		20,642
Noncontrolling interests	—		5
TOTAL EQUITY	25,058		20,647
TOTAL LIABILITIES AND EQUITY	$	68,994	$	64,166

Press Release

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in millions)

(unaudited)

Subject to Reclassification

	53 Weeks Ended		52 Weeks Ended
	September 3,<br>2023		August 28,<br>2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income including noncontrolling interests	$	6,292	$	5,915
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	2,077		1,900
Non-cash lease expense	412		377
Stock-based compensation	774		724
Other non-cash operating activities, net	495		39
Changes in working capital	1,018		(1,563)
Net cash provided by operating activities	11,068		7,392
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments	(1,622)		(1,121)
Maturities and sales of short-term investments	937		1,145
Additions to property and equipment	(4,323)		(3,891)
Other investing activities, net	36		(48)
Net cash used in investing activities	(4,972)		(3,915)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings	(935)		(6)
Proceeds from short-term borrowings	917		53
Repayments of long-term debt	(75)		(800)
Tax withholdings on stock-based awards	(303)		(363)
Repurchases of common stock	(676)		(439)
Cash dividend payments	(1,251)		(1,498)
Financing lease payments	(291)		(176)
Dividend to noncontrolling interest	—		(208)
Acquisition of noncontrolling interest	—		(842)
Other financing activities, net	—		(4)
Net cash used in financing activities	(2,614)		(4,283)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	15		(249)
Net change in cash and cash equivalents	3,497		(1,055)
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR	10,203		11,258
CASH AND CASH EQUIVALENTS END OF YEAR	$	13,700	$	10,203