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): March 3, 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:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
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 March 3, 2022, the Company issued a press release containing its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2022, ended February 13, 2022, and sales results for the four weeks ended February 27, 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 March 3, 2022.
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 4, 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

COSTCO WHOLESALE CORPORATION REPORTS SECOND QUARTER AND YEAR-TO-DATE

OPERATING RESULTS FOR FISCAL 2022 AND FEBRUARY SALES RESULTS

ISSAQUAH, Wash., March 3, 2022 - 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 2022, ended February 13, 2022.

Net sales for the quarter increased 16.1 percent, to $50.94 billion, from $43.89 billion last year. Net sales for the first 24 weeks increased 16.4 percent, to $100.35 billion, from $86.23 billion last year.

Comparable sales for the second quarter and first 24 weeks of fiscal 2022 were as follows:

	12 Weeks			12 Weeks					24 Weeks
				Adjusted*					Adjusted*
U.S.		15.8	%		11.3	%	15.4	%		10.6	%
Canada		16.0	%		12.4	%	16.6	%		10.3	%
Other International		6.2	%		9.0	%	9.5	%		9.9	%
Total Company		14.4	%		11.1	%	14.7	%		10.5	%
E-commerce		12.5	%		12.6	%	13.3	%		12.9	%
*	Excluding the impacts from changes in gasoline prices and foreign exchange.
---	---

Net income for the quarter was $1,299 million, $2.92 per diluted share. Last year’s second quarter net income was $951 million, $2.14 per diluted share, which included $246 million pretax, $0.41 per diluted share, in costs incurred primarily from COVID-19 premium wages. Net income for the first 24 weeks was $2.62 billion, or $5.90 per diluted share, compared to $2.12 billion, $4.76 per diluted share, last year.

For the four-week reporting month of February, ended February 27, 2022, the Company reported net sales of $16.29 billion, an increase of 15.9 percent from $14.05 billion last year. Lunar New Year/Chinese New Year occurred on February 1, 11 days earlier this year. The shift negatively impacted February’s Other International and Total Company sales by approximately 4% and 0.5%, respectively. For the twenty-six week period ended February 27, 2022, net sales were $108.39 billion, an increase of 16.3 percent from $93.16 billion last year.

Comparable sales for the February and year-to-date periods ended February 27, 2022, were as follows:

	4 Weeks			4 Weeks					26 Weeks
				Adjusted*					Adjusted*
U.S.		17.4	%		12.9	%	15.5	%		10.8	%
Canada		11.7	%		8.8	%	16.1	%		10.1	%
Other International		-0.9	%		1.3	%	9.2	%		9.7	%
Total Company		14.0	%		10.6	%	14.7	%		10.5	%
E-commerce		10.2	%		10.4	%	13.1	%		12.8	%
*	Excluding the impacts from changes in gasoline prices and foreign exchange.
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Costco currently operates 828 warehouses, including 572 in the United States and Puerto Rico, 105 in Canada, 40 in Mexico, 30 in Japan, 29 in the United Kingdom, 16 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, March 3, 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 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

COSTCO WHOLESALE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

	12 Weeks Ended						24 Weeks Ended
	February 13,2022			February 14,2021			February 13,2022			February 14,2021
REVENUE
Net sales	$	50,937		$	43,888		$	100,354		$	86,235
Membership fees		967			881			1,913			1,742
Total revenue		51,904			44,769			102,267			87,977
OPERATING EXPENSES
Merchandise costs		45,517			39,078			89,469			76,536
Selling, general and administrative		4,575			4,351			9,293			8,671
Operating income		1,812			1,340			3,505			2,770
OTHER INCOME (EXPENSE)
Interest expense		(36	)		(40	)		(75	)		(79	)
Interest income and other, net		25			19			67			48
INCOME BEFORE INCOME TAXES		1,801			1,319			3,497			2,739
Provision for income taxes		481			348			832			587
Net income including noncontrolling interests		1,320			971			2,665			2,152
Net income attributable to noncontrolling interests		(21	)		(20	)		(42	)		(35	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	1,299		$	951		$	2,623		$	2,117
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	2.93		$	2.15		$	5.91		$	4.78
Diluted	$	2.92		$	2.14		$	5.90		$	4.76
Shares used in calculation (000s):
Basic		443,623			443,134			443,500			443,043
Diluted		444,916			444,494			444,760			444,440

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	11,819		$	11,258
Short-term investments	477			917
Receivables, net	2,232			1,803
Merchandise inventories	16,485			14,215
Other current assets	1,552			1,312
Total current assets	32,565			29,505
OTHER ASSETS
Property and equipment, net	24,052			23,492
Operating lease<br>right-of-use assets	2,840			2,890
Other long-term assets	3,621			3,381
TOTAL ASSETS	63,078		$	59,268
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	17,089		$	16,278
Accrued salaries and benefits	4,347			4,090
Accrued member rewards	1,798			1,671
Deferred membership fees	2,244			2,042
Current portion of long-term debt	—			799
Other current liabilities	6,067			4,561
Total current liabilities	31,545			29,441
OTHER LIABILITIES
Long-term debt, excluding current portion	6,658			6,692
Long-term operating lease liabilities	2,588			2,642
Other long-term liabilities	2,311			2,415
TOTAL LIABILITIES	43,102			41,190
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock 0.01 par value; 100,000,000 shares authorized; no shares issued and<br>outstanding	—			—
Common stock 0.01 par value; 900,000,000 shares authorized; 443,279,000 and 441,825,000 shares<br>issued and outstanding	4			4
Additional paid-in capital	7,186			7,031
Accumulated other comprehensive loss	(1,246	)		(1,137	)
Retained earnings	13,474			11,666
Total Costco stockholders’ equity	19,418			17,564
Noncontrolling interests	558			514
TOTAL EQUITY	19,976			18,078
TOTAL LIABILITIES AND EQUITY	63,078		$	59,268

All values are in US Dollars.