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FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322023-09-262023-09-26


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
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 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

EX-99.1 2 costex9918-k92623.htm EX-99.1 Document

Exhibit 99.1
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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 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.



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Press Release
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



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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,
2023
August 28,
2022
September 3,
2023
August 28,
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 




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Press Release

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

September 3,
2023
August 28,
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
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 — 
TOTAL EQUITY 25,058  20,647 
TOTAL LIABILITIES AND EQUITY $ 68,994  $ 64,166 



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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,
2023
August 28,
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