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): March 4, 2021

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 $.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 4, 2021, the Company issued a press release containing its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2021, ended February 14, 2021. 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 4, 2021.
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, on March 4, 2021.

COSTCO WHOLESALE CORPORATION
By:	/s/ Richard A. Galanti
	Richard A. Galanti
	Executive Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Press Release

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

OPERATING RESULTS FOR FISCAL 2021 AND FEBRUARY SALES RESULTS

ISSAQUAH, Wash., March 4, 2021—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 2021, ended February 14, 2021.

Net sales for the quarter increased 14.7 percent, to $43.89 billion, from $38.26 billion last year. Net sales for the first 24 weeks increased 15.8 percent, to $86.23 billion, from $74.49 billion last year.

Comparable sales for the second quarter fiscal 2021 were as follows:

	12 Weeks			12 Weeks			24 Weeks			24 Weeks
				Adjusted*						Adjusted*
U.S.		11.4	%		12.6	%		13.0	%		14.7	%
Canada		13.4	%		10.6	%		14.8	%		13.6	%
Other International		21.5	%		17.7	%		20.2	%		17.7	%
Total Company		13.0	%		12.9	%		14.2	%		15.0	%
E-commerce		75.8	%		74.8	%		80.4	%		79.7	%

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

Net income for the quarter was $951 million, or $2.14 per diluted share, which includes $246 million pretax, or $0.41 per diluted share, in costs incurred primarily from COVID-19 premium wages. Last year’s second quarter net income was $931 million, or $2.10 per diluted share. Net income for the first 24 weeks was $2.12 billion, or $4.76 per diluted share, compared to $1.77 billion, or $4.00 per diluted share, last year.

For the four-week reporting month of February, ended February 28, 2021, the Company reported net sales of $14.05 billion, an increase of 15.2 percent from $12.20 billion last year. For the twenty-six week period ended February 28, 2021, net sales were $93.16 billion, an increase of 15.4 percent from $80.76 billion last year.

Comparable sales for the February and year-to-date periods ended February 28, 2021, were as follows:

	4 Weeks			4 Weeks			26 Weeks			26 Weeks
				Adjusted*						Adjusted*
U.S.		10.3	%		10.3	%		12.4	%		14.0	%
Canada		21.6	%		15.7	%		15.0	%		13.5	%
Other International		25.7	%		20.6	%		20.0	%		17.2	%
Total Company		13.8	%		12.3	%		13.8	%		14.3	%
E-commerce		91.1	%		89.4	%		81.0	%		80.3	%

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

Press Release

Costco currently operates 804 warehouses, including 558 in the United States and Puerto Rico, 103 in Canada, 39 in Mexico, 29 in the United Kingdom, 27 in Japan, 16 in Korea, 14 in Taiwan, 12 in Australia, three in Spain, and one each in Iceland, France, and China. 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 4, 2021, 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, 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), the ability to maintain effective internal control over financial reporting, 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 away from discretionary or higher-priced products, reduced workforces due to illness, quarantine, or government mandates, temporary store closures due to reduced workforces or 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

Press Release

COSTCO WHOLESALE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

	12 Weeks Ended						24 Weeks Ended
	February 14, 2021			February 16, 2020			February 14, 2021			February 16, 2020
REVENUE
Net sales	$	43,888		$	38,256		$	86,235		$	74,492
Membership fees		881			816			1,742			1,620
Total revenue		44,769			39,072			87,977			76,112
OPERATING EXPENSES
Merchandise costs		39,078			34,056			76,536			66,289
Selling, general and administrative		4,342			3,743			8,640			7,475
Preopening expenses		9			7			31			21
Operating income		1,340			1,266			2,770			2,327
OTHER INCOME (EXPENSE)
Interest expense		(40	)		(34	)		(79	)		(72	)
Interest income and other, net		19			45			48			80
INCOME BEFORE INCOME TAXES		1,319			1,277			2,739			2,335
Provision for income taxes		348			330			587			532
Net income including noncontrolling interests		971			947			2,152			1,803
Net income attributable to noncontrolling interests		(20	)		(16	)		(35	)		(28	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	951		$	931		$	2,117		$	1,775
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	2.15		$	2.10		$	4.78		$	4.02
Diluted	$	2.14		$	2.10		$	4.76		$	4.00
Shares used in calculation (000s):
Basic		443,134			442,021			443,043			441,920
Diluted		444,494			443,727			444,440			443,704

Press Release

COSTCO WHOLESALE CORPORATION

CONSOLIDATED BALANCE SHEETS

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

(unaudited)

Subject to Reclassification

	February 14, 2021			August 30, 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	8,637		$	12,277
Short-term investments		617			1,028
Receivables, net		1,934			1,550
Merchandise inventories		13,865			12,242
Other current assets		1,255			1,023
Total current assets		26,308			28,120
OTHER ASSETS
Property and equipment, net		22,531			21,807
Operating lease right-of-use assets		2,887			2,788
Other long-term assets		3,192			2,841
TOTAL ASSETS	$	54,918		$	55,556
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	14,383		$	14,172
Accrued salaries and benefits		4,132			3,605
Accrued member rewards		1,541			1,393
Deferred membership fees		2,048			1,851
Current portion of long-term debt		95			95
Other current liabilities		4,365			3,728
Total current liabilities		26,564			24,844
OTHER LIABILITIES
Long-term debt, excluding current portion		7,522			7,514
Long-term operating lease liabilities		2,651			2,558
Other long-term liabilities		2,052			1,935
TOTAL LIABILITIES		38,789			36,851
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock $0.01 par value; 900,000,000 shares authorized; 442,654,000 and 441,255,000 shares issued and outstanding		4			4
Additional paid-in capital		6,843			6,698
Accumulated other comprehensive loss		(961	)		(1,297	)
Retained earnings		9,766			12,879
Total Costco stockholders’ equity		15,652			18,284
Noncontrolling interests		477			421
TOTAL EQUITY		16,129			18,705
TOTAL LIABILITIES AND EQUITY	$	54,918		$	55,556

XML

Document and Entity Information	Mar. 04, 2021
Cover [Abstract]
Entity Registrant Name	COSTCO WHOLESALE CORP /NEW
Amendment Flag	false
Entity Central Index Key	0000909832
Document Type	8-K
Document Period End Date	Mar. 04, 2021
Entity Incorporation State Country Code	WA
Entity File Number	0-20355
Entity Tax Identification Number	91-1223280
Entity Address, Address Line One	999 Lake Drive
Entity Address, City or Town	Issaquah
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98027
City Area Code	425
Local Phone Number	313-8100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	COST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false