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): December 9, 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 December 9, 2021, the Company issued a press release containing its operating results for the first quarter (twelve weeks) of fiscal 2022, ended November 21, 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 December 9, 2021.

2

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 December 9, 2021.

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

3

EX-99.1

Exhibit 99.1

Press Release

COSTCO WHOLESALE CORPORATION REPORTS FIRST QUARTER

FISCAL YEAR 2022 OPERATING RESULTS

ISSAQUAH, Wash., December 9, 2021 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the first quarter (twelve weeks) of fiscal 2022, ended November 21, 2021.

Net sales for the first quarter increased 16.7 percent, to $49.42 billion from $42.35 billion last year.

Comparable sales for the first quarter fiscal 2022 were as follows:

	12 Weeks			12 Weeks
				Adjusted*
U.S.		14.9	%		9.9	%
Canada		17.2	%		8.3	%
Other International		13.4	%		10.9	%
Total Company		15.0	%		9.8	%
E-commerce		14.3	%		13.3	%

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

Net income for the quarter was $1,324 million, $2.98 per diluted share, compared to $1,166 million, $2.62 per diluted share, last year. This year included a tax benefit of $91 million, $0.21 per diluted share, related to stock-based compensation, and a write-off of certain information technology assets of $118 million pre-tax, $0.20 per diluted share. Last year included tax benefits of $145 million, $0.33 per diluted share, and incremental expenses for COVID-19 premium wages of $212 million pre-tax, $0.35 per diluted share.

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, December 9, 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

Press Release

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), 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

Press Release

COSTCO WHOLESALE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

	12 Weeks Ended
	November 21, 2021			November 22, 2020
REVENUE
Net sales	$	49,417		$	42,347
Membership fees		946			861
Total revenue		50,363			43,208
OPERATING EXPENSES
Merchandise costs		43,952			37,458
Selling, general and administrative		4,690			4,298
Preopening expenses		28			22
Operating income		1,693			1,430
OTHER INCOME (EXPENSE)
Interest expense		(39	)		(39	)
Interest income and other, net		42			29
INCOME BEFORE INCOME TAXES		1,696			1,420
Provision for income taxes		351			239
Net income including noncontrolling interests		1,345			1,181
Net income attributable to noncontrolling interests		(21	)		(15	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	1,324		$	1,166
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	2.99		$	2.63
Diluted	$	2.98		$	2.62
Shares used in calculation (000s):
Basic		443,377			442,952
Diluted		444,604			444,386

Press Release

COSTCO WHOLESALE CORPORATION

CONSOLIDATED BALANCE SHEETS

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

(unaudited)

Subject to Reclassification

	November 21, 2021			August 29, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	12,751		$	11,258
Short-term investments		725			917
Receivables, net		1,932			1,803
Merchandise inventories		16,942			14,215
Other current assets		1,500			1,312
Total current assets		33,850			29,505
OTHER ASSETS
Property and equipment, net		23,887			23,492
Operating lease right-of-use assets		2,903			2,890
Other long-term assets		3,509			3,381
TOTAL ASSETS	$	64,149		$	59,268
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	19,561		$	16,278
Accrued salaries and benefits		3,985			4,090
Accrued member rewards		1,726			1,671
Deferred membership fees		2,192			2,042
Current portion of long-term debt		799			799
Other current liabilities		5,079			4,561
Total current liabilities		33,342			29,441
OTHER LIABILITIES
Long-term debt, excluding current portion		6,667			6,692
Long-term operating lease liabilities		2,649			2,642
Other long-term liabilities		2,491			2,415
TOTAL LIABILITIES		45,149			41,190
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; 443,434,000 and 441,825,000 shares issued and outstanding		4			4
Additional paid-in capital		7,064			7,031
Accumulated other comprehensive loss		(1,211	)		(1,137	)
Retained earnings		12,606			11,666
Total Costco stockholders’ equity		18,463			17,564
Noncontrolling interests		537			514
TOTAL EQUITY		19,000			18,078
TOTAL LIABILITIES AND EQUITY	$	64,149		$	59,268

XML

Document and Entity Information	Dec. 09, 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	Dec. 09, 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