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): May 25, 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 May 25, 2023, the Company issued a press release containing its operating results for the third quarter (twelve weeks) and the first thirty-six weeks of fiscal 2023, ended May 7, 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 May 25, 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.

	COSTCO WHOLESALE CORPORATION
Dated: May 25, 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 THIRD QUARTER AND YEAR-TO-DATE

OPERATING RESULTS FOR FISCAL YEAR 2023

ISSAQUAH, Wash., May 25, 2023 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the third quarter (twelve weeks) and the first 36 weeks of fiscal 2023, ended May 7, 2023.

Net sales for the quarter increased 1.9 percent, to $52.60 billion, from $51.61 billion last year. Net sales for the first 36 weeks increased 5.5 percent, to $160.28 billion, from $151.97 billion last year.

Comparable sales for the third quarter and first 36 weeks of fiscal 2023 were as follows:

	12 Weeks	12 Weeks	36 Weeks	36 Weeks
		Adjusted*		Adjusted*
U.S.	-0.1%	1.8%	4.9%	4.7%
Canada	-1.0%	7.4%	1.6%	8.4%
Other International	4.1%	8.4%	1.6%	9.0%
Total Company	0.3%	3.5%	4.0%	5.8%
E-commerce	-10.0%	-9.0%	-7.8%	-6.6%

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

Net income for the quarter was $1.30 billion, $2.93 per diluted share, which includes a non-recurring charge to merchandise costs of $298 million pretax, $0.50 per diluted share, primarily for the discontinuation of our charter shipping activities. Last year's third quarter net income was $1.35 billion, $3.04 per diluted share, which included a non-recurring $77 million pretax charge, $0.13 per diluted share, for incremental employee benefits. Net income for the first 36 weeks was $4.13 billion, $9.30 per diluted share, compared to $3.98 billion, $8.94 per diluted share, last year.

Costco currently operates 853 warehouses, including 587 in the United States and Puerto Rico, 107 in Canada, 40 in Mexico, 32 in Japan, 29 in the United Kingdom, 18 in Korea, 14 in Taiwan, 14 in Australia, four in Spain, three in China, 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, May 25, 2023, and is available via a webcast on investor.costco.com (click on "Events & Presentations”).

Press Release

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

Press Release

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

	12 Weeks Ended				36 Weeks Ended
	May 7,<br>2023		May 8,<br>2022		May 7,<br>2023		May 8,<br>2022
REVENUE
Net sales	$	52,604	$	51,612	$	160,280	$	151,966
Membership fees	1,044		984		3,071		2,897
Total revenue	53,648		52,596		163,351		154,863
OPERATING EXPENSES
Merchandise costs	47,175		46,355		143,367		135,824
Selling, general and administrative	4,794		4,450		14,651		13,743
Operating income	1,679		1,791		5,333		5,296
OTHER INCOME (EXPENSE)
Interest expense	(36)		(35)		(104)		(110)
Interest income and other, net	128		71		295		138
INCOME BEFORE INCOME TAXES	1,771		1,827		5,524		5,324
Provision for income taxes	469		455		1,392		1,287
Net income including noncontrolling interests	1,302		1,372		4,132		4,037
Net income attributable to noncontrolling interests	—		(19)		—		(61)
NET INCOME ATTRIBUTABLE TO COSTCO	$	1,302	$	1,353	$	4,132	$	3,976
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	2.94	$	3.05	$	9.31	$	8.96
Diluted	$	2.93	$	3.04	$	9.30	$	8.94
Shares used in calculation (000s):
Basic	443,814		443,700		443,843		443,567
Diluted	444,360		444,886		444,455		444,802

Press Release

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

Subject to Reclassification

	May 7,<br>2023		August 28,<br>2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	12,493	$	10,203
Short-term investments	1,215		846
Receivables, net	2,502		2,241
Merchandise inventories	16,324		17,907
Other current assets	1,755		1,499
Total current assets	34,289		32,696
OTHER ASSETS
Property and equipment, net	25,931		24,646
Operating lease right-of-use assets	2,806		2,774
Other long-term assets	3,726		4,050
TOTAL ASSETS	$	66,752	$	64,166
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	16,853	$	17,848
Accrued salaries and benefits	4,117		4,381
Accrued member rewards	2,076		1,911
Deferred membership fees	2,436		2,174
Current portion of long-term debt	—		73
Other current liabilities	6,226		5,611
Total current liabilities	31,708		31,998
OTHER LIABILITIES
Long-term debt, excluding current portion	6,497		6,484
Long-term operating lease liabilities	2,507		2,482
Other long-term liabilities	2,467		2,555
TOTAL LIABILITIES	43,179		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; 443,222,000 and 442,664,000 shares issued and outstanding	2		2
Additional paid-in capital	7,211		6,884
Accumulated other comprehensive loss	(1,680)		(1,829)
Retained earnings	18,035		15,585
Total Costco stockholders’ equity	23,568		20,642
Noncontrolling interests	5		5
TOTAL EQUITY	23,573		20,647
TOTAL LIABILITIES AND EQUITY	$	66,752	$	64,166