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FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322023-05-252023-05-25


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
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 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

EX-99.1 2 costex9918-k52523.htm EX-99.1 Document

Exhibit 99.1
costco6.jpg
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”).



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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



costco6.jpg
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,
2023
May 8,
2022
May 7,
2023
May 8,
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 




costco6.jpg
Press Release

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

May 7,
2023
August 28,
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
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
TOTAL EQUITY 23,573  20,647 
TOTAL LIABILITIES AND EQUITY $ 66,752  $ 64,166