1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended February 12,2023orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHA

2、NGE ACT OF1934Commission file number 0-20355Costco Wholesale Corporation(Exact name of registrant as specified in its charter)Washington 91-1223280(State or other jurisdiction ofincorporation or organization)(I.R.S.Employer Identification No.)999 Lake Drive,Issaquah,WA 98027(Address of principal exe

3、cutive offices)(Zip Code)(Registrants telephone number,including area code):(425)313-8100Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon Stock,$.005 Par ValueCOSTThe Nasdaq Global Select MarketIndicate by c

4、heck mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject tosuch filing requirements

5、 for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was

6、 required tosubmit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reportin

7、g company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition

8、period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The number of shares outstanding of the issuers commo

9、n stock as of March 1,2023 was 443,483,205.1Table of ContentsCOSTCO WHOLESALE CORPORATIONINDEX TO FORM 10-Q PagePART IFINANCIAL INFORMATIONItem 1.Financial Statements3Condensed Consolidated Statements of Income3Condensed Consolidated Statements of Comprehensive Income4Condensed Consolidated Balance

10、Sheets5Condensed Consolidated Statements of Equity6Condensed Consolidated Statements of Cash Flows8Notes to Condensed Consolidated Financial Statements9Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About M

11、arket Risk27Item 4.Controls and Procedures27PART IIOTHER INFORMATIONItem 1.Legal Proceedings27Item 1A.Risk Factors27Item 2.Unregistered Sales of Equity Securities and Use of Proceeds28Item 3.Defaults Upon Senior Securities28Item 4.Mine Safety Disclosures28Item 5.Other Information28Item 6.Exhibits29S

12、ignatures302Table of ContentsPART IFINANCIAL INFORMATIONItem 1Financial StatementsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF INCOME(amounts in millions,except per share data)(unaudited)12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022R

13、EVENUENet sales$54,239$50,937$107,676$100,354 Membership fees1,027 967 2,027 1,913 Total revenue55,266 51,904 109,703 102,267 OPERATING EXPENSESMerchandise costs48,423 45,517 96,192 89,469 Selling,general and administrative4,940 4,575 9,857 9,293 Operating income1,903 1,812 3,654 3,505 OTHER INCOME(

14、EXPENSE)Interest expense(34)(36)(68)(75)Interest income and other,net114 25 167 67 INCOME BEFORE INCOME TAXES1,983 1,801 3,753 3,497 Provision for income taxes517 481 923 832 Net income including noncontrolling interests1,466 1,320 2,830 2,665 Net income attributable to noncontrolling interests(21)(

15、42)NET INCOME ATTRIBUTABLE TO COSTCO$1,466$1,299$2,830$2,623 NET INCOME PER COMMON SHARE ATTRIBUTABLETO COSTCO:Basic$3.30$2.93$6.37$5.91 Diluted$3.30$2.92$6.37$5.90 Shares used in calculation(000s):Basic443,877 443,623 443,857 443,500 Diluted444,475 444,916 444,503 444,760 The accompanying notes are

16、 an integral part of these condensed consolidated financial statements.3Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(amounts in millions)(unaudited)12 Weeks Ended24 Weeks Ended February 12,2023February 13,2022February 12,2023February 13,2022N

17、ET INCOME INCLUDING NONCONTROLLINGINTERESTS$1,466$1,320$2,830$2,665 Foreign-currency translation adjustment and other,net253(35)157(107)Comprehensive income1,719 1,285 2,987 2,558 Less:Comprehensive income attributable tononcontrolling interests 21 44 COMPREHENSIVE INCOME ATTRIBUTABLE TOCOSTCO$1,719

18、$1,264$2,987$2,514 The accompanying notes are an integral part of these condensed consolidated financial statements.4Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(amounts in millions,except par value and share data)(unaudited)February 12,2023August 28,2022ASSETSC

19、URRENT ASSETSCash and cash equivalents$12,970$10,203 Short-term investments735 846 Receivables,net2,714 2,241 Merchandise inventories16,081 17,907 Other current assets1,830 1,499 Total current assets34,330 32,696 OTHER ASSETSProperty and equipment,net25,724 24,646 Operating lease right-of-use assets

20、2,859 2,774 Other long-term assets3,935 4,050 TOTAL ASSETS$66,848$64,166 LIABILITIES AND EQUITYCURRENT LIABILITIESAccounts payable$16,407$17,848 Accrued salaries and benefits4,483 4,381 Accrued member rewards2,016 1,911 Deferred membership fees2,412 2,174 Current portion of long-term debt76 73 Other

21、 current liabilities7,122 5,611 Total current liabilities32,516 31,998 OTHER LIABILITIESLong-term debt,excluding current portion6,506 6,484 Long-term operating lease liabilities2,557 2,482 Other long-term liabilities2,470 2,555 TOTAL LIABILITIES44,049 43,519 COMMITMENTS AND CONTINGENCIESEQUITYPrefer

22、red stock$0.005 par value;100,000,000 shares authorized;no shares issued andoutstanding Common stock$0.005 par value;900,000,000 shares authorized;443,550,000 and442,664,000 shares issued and outstanding2 2 Additional paid-in capital7,123 6,884 Accumulated other comprehensive loss(1,672)(1,829)Retai

23、ned earnings17,341 15,585 Total Costco stockholders equity22,794 20,642 Noncontrolling interests5 5 TOTAL EQUITY22,799 20,647 TOTAL LIABILITIES AND EQUITY$66,848$64,166 The accompanying notes are an integral part of these condensed consolidated financial statements.5Table of ContentsCOSTCO WHOLESALE

24、 CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF EQUITY(amounts in millions)(unaudited)12 Weeks Ended February 12,2023 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEquity Shares(000s)AmountBALAN

25、CE ATNOVEMBER 20,2022443,841$2$6,982$(1,925)$16,412$21,471$5$21,476 Net income 1,466 1,466 1,466 Foreign-currencytranslation adjustmentand other,net 253 253 253 Stock-basedcompensation 148 148 148 Release of vestedrestricted stock units(RSUs),including taxeffects3 (1)(1)(1)Repurchases ofcommon stock

26、(294)(6)(138)(144)(144)Cash dividend declared (399)(399)(399)BALANCE ATFEBRUARY 12,2023443,550$2$7,123$(1,672)$17,341$22,794$5$22,799 12 Weeks Ended February 13,2022 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontroll

27、ingInterestsTotalEquity Shares(000s)AmountBALANCE ATNOVEMBER 21,2021443,434$4$7,064$(1,211)$12,606$18,463$537$19,000 Net income 1,299 1,299 21 1,320 Foreign-currencytranslation adjustmentand other,net (35)(35)(35)Stock-basedcompensation 129 129 129 Release of vestedRSUs,including taxeffects4 (4)(4)(

28、4)Repurchases ofcommon stock(159)(3)(80)(83)(83)Cash dividend declared (351)(351)(351)BALANCE ATFEBRUARY 13,2022443,279$4$7,186$(1,246)$13,474$19,418$558$19,976 The accompanying notes are an integral part of these condensed consolidated financial statements.6Table of ContentsCOSTCO WHOLESALE CORPORA

29、TIONCONDENSED CONSOLIDATED STATEMENTS OF EQUITY(amounts in millions)(unaudited)24 Weeks Ended February 12,2023 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEquity Shares(000s)AmountBALANCE AT AU

30、GUST28,2022442,664$2$6,884$(1,829)$15,585$20,642$5$20,647 Net income 2,830 2,830 2,830 Foreign-currencytranslation adjustmentand other,net 157 157 157 Stock-basedcompensation 551 551 551 Release of vestedrestricted stock units(RSUs),including taxeffects1,465 (302)(302)(302)Repurchases ofcommon stock

31、(579)(10)(275)(285)(285)Cash dividendsdeclared (799)(799)(799)BALANCE ATFEBRUARY 12,2023443,550$2$7,123$(1,672)$17,341$22,794$5$22,799 24 Weeks Ended February 13,2022 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrol

32、lingInterestsTotalEquity Shares(000s)AmountBALANCE AT AUGUST29,2021441,825$4$7,031$(1,137)$11,666$17,564$514$18,078 Net income 2,623 2,623 42 2,665 Foreign-currencytranslation adjustmentand other,net (109)(109)2(107)Stock-basedcompensation 518 518 518 Release of vestedRSUs,including taxeffects1,690

33、(359)(359)(359)Repurchases ofcommon stock(236)(4)(114)(118)(118)Cash dividendsdeclared (701)(701)(701)BALANCE ATFEBRUARY 13,2022443,279$4$7,186$(1,246)$13,474$19,418$558$19,976 The accompanying notes are an integral part of these condensed consolidated financial statements.7Table of ContentsCOSTCO W

34、HOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(amounts in millions)(unaudited)24 Weeks EndedFebruary 12,2023February 13,2022CASH FLOWS FROM OPERATING ACTIVITIESNet income including noncontrolling interests$2,830$2,665 Adjustments to reconcile net income including noncontrolling

35、interests to net cash provided byoperating activities:Depreciation and amortization917 868 Non-cash lease expense216 145 Stock-based compensation549 516 Other non-cash operating activities,net163 104 Deferred income taxes(18)(15)Changes in operating assets and liabilities:Merchandise inventories1,84

36、9(2,322)Accounts payable(1,417)970 Other operating assets and liabilities,net713 728 Net cash provided by operating activities5,802 3,659 CASH FLOWS FROM INVESTING ACTIVITIESPurchases of short-term investments(396)(325)Maturities of short-term investments512 753 Additions to property and equipment(1

37、,947)(1,778)Other investing activities,net(34)(43)Net cash used in investing activities(1,865)(1,393)CASH FLOWS FROM FINANCING ACTIVITIESRepayments of short-term borrowings(520)(87)Proceeds from short-term borrowings479 80 Repayments of long-term borrowings(800)Tax withholdings on stock-based awards

38、(302)(359)Repurchases of common stock(284)(115)Cash dividend payments(400)(350)Other financing activities,net(188)(36)Net cash used in financing activities(1,215)(1,667)EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS45(38)Net increase in cash and cash equivalents2,767 561 CASH AND CASH

39、EQUIVALENTS BEGINNING OF YEAR10,203 11,258 CASH AND CASH EQUIVALENTS END OF PERIOD$12,970$11,819 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the first half of the year for:Interest$62$76 Income taxes,net$636$469 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:Cash dividend decla

40、red,but not yet paid$399$351 Financing lease assets obtained in exchange for new or modified leases$47$172 Operating lease assets obtained in exchange for new or modified leases$131$60 The accompanying notes are an integral part of these condensed consolidated financial statements.8Table of Contents

41、COSTCO WHOLESALE CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(amounts in millions,except share,per share,and warehouse count data)(unaudited)Note 1Summary of Significant Accounting PoliciesDescription of BusinessCostco Wholesale Corporation(Costco or the Company),a Washington corp

42、oration,and its subsidiaries operate membership warehousesbased on the concept that offering members low prices on a limited selection of nationally-branded and private-label products in a wide range ofmerchandise categories will produce high sales volumes and rapid inventory turnover.At February 12

43、,2023,Costco operated 848 warehousesworldwide:584 in the United States(U.S.)located in 46 states,Washington,D.C.,and Puerto Rico,107 in Canada,40 in Mexico,31 inJapan,29 in the United Kingdom(U.K.),18 in Korea,14 in Taiwan,14 in Australia,four in Spain,two each in France and China,and one eachin Ice

44、land,New Zealand,and Sweden.The Company operates e-commerce websites in the U.S.,Canada,U.K.,Mexico,Korea,Taiwan,Japan,and Australia.Basis of PresentationThe condensed consolidated financial statements include the accounts of Costco,its wholly-owned subsidiaries,and a subsidiary in which it hasa con

45、trolling interest.All material inter-company transactions among the Company and its consolidated subsidiaries have been eliminated inconsolidation.Unless otherwise noted,references to net income relate to net income attributable to Costco.These unaudited condensed consolidated financial statements h

46、ave been prepared in accordance with the instructions to Form 10-Q for interimfinancial reporting pursuant to the rules and regulations of the Securities and Exchange Commission(SEC).While these statements reflect allnormal recurring adjustments that are,in the opinion of management,necessary for fa

47、ir presentation of the results of the interim period,they donot include all of the information and footnotes required by U.S.generally accepted accounting principles(U.S.GAAP)for complete financialstatements.Therefore,the interim condensed consolidated financial statements should be read in conjunct

48、ion with the consolidated financialstatements and notes included in the Companys Annual Report on Form 10-K for the fiscal year ended August 28,2022.Fiscal Year EndThe Company operates on a 52/53 week fiscal year basis,with the fiscal year ending on the Sunday closest to August 31.Fiscal 2023 is a 5

49、3-week year ending on September 3,2023.References to the second quarter of 2023 and 2022 relate to the 12-week fiscal quartersended February 12,2023,and February 13,2022.References to the first half of 2023 and 2022 relate to the 24 weeks ended February 12,2023and February 13,2022.Use of EstimatesTh

50、e preparation of financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and thereported amounts of

51、 revenues and expenses during the reporting period.These estimates and assumptions take into account historical andforward-looking factors that the Company believes are reasonable.Actual results could differ from those estimates and assumptions.9Table of ContentsReclassificationReclassifications wer

52、e made to the condensed consolidated statement of cash flows for the first half of 2022 to conform with current yearpresentation.LeasesThe Company leases land,buildings,equipment,and other assets at warehouses,offices,or within the operations that support supply chain anddistribution channels.The Co

53、mpany reviews lease right-of-use assets for impairment when events or changes in circumstances indicate that thecarrying amount of the asset group may not be fully recoverable.The Company also occasionally revisits and modifies the terms of its leasingarrangements.During the first quarter of 2023,th

54、e Company recognized a charge of$93,primarily related to the termination costs andimpairment of certain leased assets associated with charter shipping activities.This charge is included in merchandise costs.Note 2InvestmentsThe Companys investments were as follows:February 12,2023:CostBasisUnrealize

55、dLosses,NetRecordedBasisAvailable-for-sale:Government and agency securities$595$(11)$584 Held-to-maturity:Certificates of deposit151 151 Total short-term investments$746$(11)$735 August 28,2022:CostBasisUnrealizedLosses,NetRecordedBasisAvailable-for-sale:Government and agency securities$534$(5)$529

56、Held-to-maturity:Certificates of deposit317 317 Total short-term investments$851$(5)$846 Gross unrecognized holding gains and losses on available-for-sale securities were not material for the periods ended February 12,2023,andAugust 28,2022.At those dates,there were no available-for-sale securities

57、in a material continuous unrealized-loss position.There were nosales of available-for-sale securities during the first half of 2023 or 2022.The maturities of available-for-sale and held-to-maturity securities at February 12,2023 are as follows:Available-For-SaleHeld-To-Maturity Cost BasisFair ValueD

58、ue in one year or less$177$175$151 Due after one year through five years287 282 Due after five years131 127 Total$595$584$151 10Table of ContentsNote 3Fair Value MeasurementAssets and Liabilities Measured at Fair Value on a Recurring BasisThe table below presents information regarding financial asse

59、ts and liabilities that are measured at fair value on a recurring basis and indicatesthe level within the fair-value hierarchy reflecting the valuation techniques utilized.Level 2February 12,2023August 28,2022Investment in government and agency securities$584$529 Forward foreign-exchange contracts,i

60、n asset position6 34 Forward foreign-exchange contracts,in(liability)position(18)(2)Total$572$561 _(1)The asset and liability values are included in other current assets and other current liabilities,respectively,in the accompanying condensed consolidated balance sheets.At February 12,2023,and Augus

61、t 28,2022,the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fairvalue on a recurring basis.There were no transfers between levels during the first half of 2023 or 2022.Assets and Liabilities Measured at Fair Value on a Nonrecurring BasisAssets and liabil

62、ities recognized and disclosed at fair value on a nonrecurring basis include items such as financial assets measured atamortized cost and long-lived nonfinancial assets.These assets are measured at fair value if determined to be impaired.Please see Note 1 foradditional information.Note 4DebtThe carr

63、ying value of the Companys long-term debt consisted of the following:February 12,2023August 28,20222.750%Senior Notes due May 2024$1,000$1,000 3.000%Senior Notes due May 20271,000 1,000 1.375%Senior Notes due June 20271,250 1,250 1.600%Senior Notes due April 20301,750 1,750 1.750%Senior Notes due Ap

64、ril 20321,000 1,000 Other long-term debt612 590 Total long-term debt6,612 6,590 Less unamortized debt discounts and issuance costs30 33 Less current portion76 73 Long-term debt,excluding current portion$6,506$6,484 _(1)Net of unamortized debt discounts and issuance costs.The fair value of the Senior

65、 Notes is estimated using Level 2 inputs.Other long-term debt consists of Guaranteed Senior Notes issued by theCompanys Japan subsidiary,valued using Level 3 inputs.The fair value of the Companys long-term debt,including the current portion,wasapproximately$5,895 and$6,033 at February 12,2023,and Au

66、gust 28,2022.(1)(1)(1)11Table of ContentsNote 5EquityDividendsA quarterly cash dividend of$0.90 per share was declared on January 19,2023 and paid on February 17,2023.The Companys quarterlydividend was$0.79 per share in the second quarter of 2022 and dividends totaled$1.80 and$1.58 per share in the

67、first half of 2023 and 2022.Share Repurchase ProgramOn January 19,2023,the Board of Directors authorized a new share repurchase program in the amount of$4,000,which expires in January2027.This authorization revoked previously authorized but unused amounts,totaling$2,568.At February 12,2023,the remai

68、ning amountavailable under the program was$3,955.The following table summarizes the Companys stock repurchase activity:Shares Repurchased(000s)Average Price per ShareTotal CostSecond quarter of 2023294$488.30$144 First half of 2023579$492.06$285 Second quarter of 2022159$518.73$83 First half of 2022

69、236$498.00$118 These amounts may differ from the accompanying condensed consolidated statements of cash flows due to changes in unsettled stockrepurchases at the end of each quarter.Purchases are made from time to time,as conditions warrant,in the open market or in block purchasesand pursuant to pla

70、ns under SEC Rule 10b5-1.Note 6Stock-Based CompensationThe 2019 Incentive Plan authorized the issuance of 17,500,000 shares(10,000,000 RSUs)of common stock for future grants,plus theremaining shares that were available for grant and the future forfeited shares from grants under the previous plan,up

71、to a maximum of27,800,000 shares(15,885,000 RSUs).The Company issues new shares of common stock upon vesting of RSUs.Shares for vested RSUs aregenerally delivered to participants annually,net of shares withheld for taxes.Summary of Restricted Stock Unit ActivityAt February 12,2023,8,703,000 shares w

72、ere available to be granted as RSUs,and the following awards were outstanding:2,921,000 time-based RSUs,which vest upon continued employment over specified periods and accelerate upon achievement of a long-service term;41,000 performance-based RSUs granted to executive officers of the Company,for wh

73、ich the performance targets have been met.Theawards vest upon continued employment over specified periods of time and upon achievement of a long-service term;and135,000 performance-based RSUs granted to executive officers of the Company,subject to achievement of performance targets for fiscal2023,as

74、 determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.These awards areincluded in the table below.The Company recognized compensation expense for these awards in the second quarter of 2023,as it iscurrently deemed probable that the targets will be achie

75、ved.12Table of ContentsThe following table summarizes RSU transactions during the first half of 2023:Number ofUnits(in 000s)Weighted-AverageGrant Date Fair ValueOutstanding at August 28,20223,449$338.41 Granted1,814 471.47 Vested and delivered(2,094)352.57 Forfeited(72)394.40 Outstanding at February

76、 12,20233,097$405.46 The remaining unrecognized compensation cost related to RSUs unvested at February 12,2023,was$1,031,and the weighted-average periodover which this cost will be recognized is 1.8 years.Summary of Stock-Based CompensationThe following table summarizes stock-based compensation expe

77、nse and the related tax benefits:12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022Stock-based compensation expense$147$128$549$516 Less recognized income tax benefits24 23 113 108 Stock-based compensation expense,net$123$105$436$408 Note 7Net Income per Com

78、mon and Common Equivalent ShareThe following table shows the amounts used in computing net income per share and the weighted average number of shares of basic and ofpotentially dilutive common shares outstanding(shares in 000s):12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,

79、2023February 13,2022Net income attributable to Costco$1,466$1,299$2,830$2,623 Weighted average basic shares443,877 443,623 443,857 443,500 RSUs598 1,293 646 1,260 Weighted average diluted shares444,475 444,916 444,503 444,760 Anti-dilutive RSUs6 Anti-dilutive shares are excluded from the calculation

80、 of diluted shares and earnings per diluted share because their impact would increaseearnings per diluted shares.13Table of ContentsNote 8Commitments and ContingenciesLegal ProceedingsThe Company is involved in a number of claims,proceedings and litigations arising from its business and property own

81、ership.In accordancewith applicable accounting guidance,the Company establishes an accrual for legal proceedings if and when those matters present losscontingencies that are both probable and reasonably estimable.There may be exposure to loss in excess of amounts accrued.The Companymonitors those ma

82、tters for developments that would affect the likelihood of a loss(taking into account where applicable indemnificationarrangements concerning suppliers and insurers)and the accrued amount,if any,thereof,and adjusts the amount as appropriate.The Companyhas recorded immaterial accruals with respect to

83、 certain matters described below,in addition to other immaterial accruals for matters notdescribed below.If the loss contingency at issue is not both probable and reasonably estimable,the Company does not establish an accrual,butwill monitor the matter for developments that will make the contingency

84、 both probable and reasonably estimable.In each case,there is areasonable possibility that a loss may be incurred,including a loss in excess of the applicable accrual.For matters where no accrual has beenrecorded,the possible loss or range of loss(including any loss in excess of the accrual)cannot,i

85、n the Companys view,be reasonably estimatedbecause,among other things:(i)the remedies or penalties sought are indeterminate or unspecified;(ii)the legal and/or factual theories are notwell developed;and/or(iii)the matters involve complex or novel legal theories or a large number of parties.The Compa

86、ny is a defendant in an action commenced in July 2013 under the California Labor Code Private Attorneys General Act(PAGA)alleging violation of California Wage Order 7-2001 for failing to provide seating to employees who work at entrance and exit doors in Californiawarehouses.Canela v.Costco Wholesal

87、e Corp.(Case No.2013-1-CV-248813;Santa Clara Superior Court).The complaint seeks relief underthe California Labor Code,including civil penalties and attorneys fees.The Company filed an answer denying the material allegations of thecomplaint.On January 19,2023,the court issued a Proposed/Tentative St

88、atement of Decision Following Court Trial finding in favor of Costco.The plaintiff filed a request for further statement of decision and objections to the tentative decision.The parties are awaiting the courts review ofplaintiffs filings and Costcos response thereto,after which the court will decide

89、 if it requires a hearing before a final decision issues.In December 2018,a depot employee raised similar claims,alleging that depot employees in California did not receive suitable seating orreasonably comfortable workplace temperature conditions.Lane v.Costco Wholesale Corp.(Case No.CIVDS 1908816;

90、San BernardinoSuperior Court).In October 2019,the parties settled for an immaterial amount the seating claims on a representative basis,which received courtapproval in February 2020.The parties settled the temperature claims for an immaterial amount in April 2022,and court approval was receivedin Ma

91、y 2022.In June 2022,a business center employee raised similar claims,alleging failure to provide seating to employees who work at membership refunddesks in California warehouses and business centers.Rodriguez v.Costco Wholesale Corp.(Case No.22CV012847;Alameda Superior Court).The complaint seeks rel

92、ief under the California Labor Code,including civil penalties and attorneys fees.The Company filed an answer denyingthe material allegations of the complaint.In March 2019,employees filed a class action against the Company alleging claims under California law for failure to pay overtime,to provideme

93、al and rest periods and itemized wage statements,to timely pay wages due to terminating employees,to pay minimum wages,and for unfairbusiness practices.Relief is sought under the California Labor Code,including civil penalties and attorneys fees.Nevarez v.Costco WholesaleCorp.(Case No.2:19-cv-03454;

94、C.D.Cal.).The Company filed an answer denying the material allegations of the complaint.In December 2019,the court issued an order denying class certification.In January 2020,the plaintiffs dismissed their Labor Code claims without prejudice,and thecourt remanded the action to state court.Settlement

95、 for an immaterial amount was agreed upon in14Table of ContentsFebruary 2021.Final court approval of the settlement was granted on May 3,2022.A proposed intervenor appealed the denial of her motion tointervene.Her appeal was dismissed on February 15,2023.In May 2019,an employee filed a class action

96、against the Company alleging claims under California law for failure to pay overtime,to provideitemized wage statements,to timely pay wages due to terminating employees,to pay minimum wages,and for unfair business practices.Roughv.Costco Wholesale Corp.(Case No.2:19-cv-01340;E.D.Cal.).Relief is soug

97、ht under the California Labor Code,including civil penalties andattorneys fees.In September 2021,the court granted Costcos motion for partial summary judgment and denied class certification.In August2019,the plaintiff filed a companion case in state court seeking penalties under PAGA.Rough v.Costco

98、Wholesale Corp.(Case No.FCS053454;Sonoma County Superior Court).Relief is sought under the California Labor Code,including civil penalties and attorneys fees.Thestate court action has been stayed pending resolution of the federal action.In December 2020,a former employee filed suit against the Compa

99、ny asserting collective and class claims on behalf of non-exempt employeesunder the Fair Labor Standards Act and New York Labor Law for failure to pay for all hours worked,failure to pay certain non-exempt employeeson a weekly basis,and failure to provide proper wage statements and notices.The plain

100、tiff also asserted individual retaliation claims.Cappadorav.Costco Wholesale Corp.(Case No.1:20-cv-06067;E.D.N.Y.).An amended complaint was filed,and the Company denied the materialallegations of the amended complaint.Based on an agreement in principle concerning settlement of the matter,involving a

101、 proposed payment bythe Company of an immaterial amount,the federal action has been dismissed.In April 2022,Cappadora and a second plaintiff filed an actionagainst the Company in New York state court,asserting the same class claims asserted in the federal action under the New York Labor Law andseeki

102、ng preliminary approval of the class settlement.Cappadora and Sancho v.Costco Wholesale Corp.(Index No.604757/2022;NassauCounty Supreme Court).The state court granted preliminary approval of the settlement in October 2022.A final approval hearing is set for March27,2023.In August 2021,a former emplo

103、yee filed a similar suit,asserting class claims on behalf of certain non-exempt employees under New York LaborLaw for failure to pay on a weekly basis.Umadat v.Costco Wholesale Corp.(Case No.2:21-cv-4814;E.D.N.Y.).The Company filed an answer,denying the material allegations of the complaint.In April

104、 2022,a former employee filed a similar suit,asserting class claims on behalf of certainnon-exempt employees under New York Labor Law,as well as under the Fair Labor Standards Act,for failure to pay on a weekly basis andfailure to pay overtime.Burian v.Costco Wholesale Corp.(Case No.2:22-cv-02108;E.

105、D.N.Y.).In September 2022,an amended complaint wasfiled,asserting class claims on behalf of certain non-exempt employees under New York Labor Law for failure to pay on a weekly basis.TheCompany responded by requesting permission to file a motion to dismiss.The court stayed the action pending the cla

106、ss settlement in theCappadora matter noted above.In February 2021,a former employee filed a class action against the Company alleging violations of California Labor Code regarding payment ofwages,meal and rest periods,wage statements,reimbursement of expenses,payment of final wages to terminated emp

107、loyees,and for unfairbusiness practices.Edwards v.Costco Wholesale Corp.(Case No.5:21-cv-00716:C.D.Cal.).In May 2021,the Company filed a motion todismiss the complaint,which was granted with leave to amend.In June 2021,the plaintiff filed an amended complaint,which the Companymoved to dismiss.The co

108、urt granted the motion in part in July 2021 with leave to amend.In August 2021,the plaintiff filed a second amendedcomplaint and filed a separate representative action under PAGA asserting the same Labor Code claims and seeking civil penalties andattorneys fees.The Company filed an answer to the sec

109、ond amended class action complaint,denying the material allegations.The Companyalso filed an answer to the PAGA representative action,denying the material allegations.On September 27,2022,the parties reached asettlement for an immaterial amount.The settlement requires court approval.In July 2021,a f

110、ormer temporary staffing employee filed a class action against the Company and a staffing company alleging violations of theCalifornia Labor Code regarding payment of wages,meal and rest periods,wage statements,the timeliness of wages and final wages,and forunfair business practices.Dimas v.Costco W

111、holesale Corp.(Case No.STK-CV-UOE-;San Joaquin Superior Court).15Table of ContentsThe Company has moved to compel arbitration of the plaintiffs individual claims and to dismiss the class action complaint.On September 7,2021,the same former employee filed a separate representative action

112、under PAGA,asserting the same Labor Code violations and seeking civilpenalties and attorneys fees.The case has been stayed pending resolution of the motion to compel in the related case.In September 2021,an employee filed a class action against the Company alleging violations of the California Labor

113、 Code regarding failure toprovide sick pay,failure to timely pay wages due at separation from employment,and for violations of Californias unfair competition law.DeBenning v.Costco Wholesale Corp.(Case No.34--CU-OE-GDS;Sacramento Superior Court).The Company answered thecomplaint in Janu

114、ary 2022,denying its material allegations.In April 2022,a settlement for an immaterial amount was agreed upon,subject tocourt approval.Final approval of the settlement was granted on February 10,2023.In March 2022,an employee filed a class action against the Company alleging violations of the Califo

115、rnia Labor Code regarding the failure to:pay wages,provide meal and rest periods,provide accurate wage statements,timely pay final wages,and reimburse business expenses.Diaz v.Costco Wholesale Corp.(Case No.22STCV09513;Los Angeles Superior Court).The Company filed an answer denying the material alle

116、gations.In December 2022,the case was settled for an immaterial amount.In May 2022,an employee filed a PAGA-only representative action against the Company alleging claims under the California Labor Coderegarding the payment of wages,meal and rest periods,the timeliness of wages and final wages,wage

117、statements,accurate records andbusiness expenses.Gonzalez v.Costco Wholesale Corp.(Case No.22AHCV00255;Los Angeles Superior Court).The Company filed ananswer denying the allegations.Beginning in December 2017,the United States Judicial Panel on Multidistrict Litigation consolidated numerous cases co

118、ncerning the impacts ofopioid abuses filed against various defendants by counties,cities,hospitals,Native American tribes,third-party payors,and others.In re NationalPrescription Opiate Litigation(MDL No.2804)(N.D.Ohio).Included are cases that name the Company,including actions filed by counties and

119、cities in Michigan,New Jersey,Oregon,Virginia and South Carolina,a third-party payor in Ohio,and a hospital in Texas,class actions filed onbehalf of infants born with opioid-related medical conditions in 40 states,and class actions and individual actions filed on behalf of individualsseeking to reco

120、ver alleged increased insurance costs associated with opioid abuse in 43 states and American Samoa.Claims against theCompany in state courts in New Jersey,Oklahoma,Utah,and Arizona have been dismissed.The Company is defending all of the pendingmatters.Members of the Board of Directors,six corporate

121、officers and the Company are defendants in a shareholder derivative action filed in June 2022related to chicken welfare and alleged breaches of fiduciary duties.Smith,et ano.v.Vachris,et al.,Superior Court of the State of Washington,County of King,No,22-2-08937-7SEA.The complaint seeks from the indi

122、vidual defendants damages,injunctive relief,costs,and attorneys fees.A motion to dismiss the amended complaint has been filed.The Company does not believe that any pending claim,proceeding or litigation,either alone or in the aggregate,will have a material adverseeffect on the Companys financial pos

123、ition,results of operations or cash flows;it is possible that an unfavorable outcome of some or all of thematters,however unlikely,could result in a charge that might be material to the results of an individual fiscal quarter or year.16Table of ContentsNote 9Segment ReportingThe Company is principal

124、ly engaged in the operation of membership warehouses through wholly owned subsidiaries in the U.S.,Canada,Mexico,Japan,U.K.,Korea,Taiwan,Australia,Spain,France,China,Iceland,New Zealand,and Sweden.Reportable segments are largelybased on managements organization of the operating segments for operatio

125、nal decisions and assessments of financial performance,whichconsiders geographic locations.The material accounting policies of the segments are as described in the notes to the consolidated financialstatements included in the Companys Annual Report filed on Form 10-K for the fiscal year ended August

126、 28,2022,and Note 1 above.Inter-segment net sales and expenses have been eliminated in computing total revenue and operating income.The following table provides information for the Companys reportable segments:United StatesOperationsCanadianOperationsOtherInternationalOperationsTotal12 Weeks Ended F

127、ebruary 12,2023Total revenue$40,145$7,299$7,822$55,266 Operating income1,295 284 324 1,903 12 Weeks Ended February 13,2022Total revenue$37,567$7,017$7,320$51,904 Operating income1,179 301 332 1,812 24 Weeks Ended February 12,2023Total revenue$80,290$14,655$14,758$109,703 Operating income2,531 572 55

128、1 3,654 24 Weeks Ended February 13,2022Total revenue$73,884$14,138$14,245$102,267 Operating income2,297 594 614 3,505 52 Weeks Ended August 28,2022Total revenue$165,294$31,675$29,985$226,954 Operating income5,268 1,346 1,179 7,793 Disaggregated RevenueThe following table summarizes net sales by merc

129、handise category;sales from e-commerce websites and business centers have been allocatedto the applicable merchandise categories:12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022Foods and Sundries$21,926$19,489$43,374$39,052 Non-Foods14,741 15,105 28,773 29

130、,267 Fresh Foods7,376 6,959 14,093 13,398 Warehouse Ancillary and Other Businesses10,196 9,384 21,436 18,637 Total net sales$54,239$50,937$107,676$100,354 17Table of ContentsItem 2Managements Discussion and Analysis of Financial Condition and Results of Operations(amounts in millions,except per shar

131、e,share,percentages and warehouse count data)FORWARD-LOOKING STATEMENTSCertain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995.For these purposes,forward-looking statements are statements that addre

132、ss activities,events,conditions or developmentsthat the Company expects or anticipates may occur in the future and may relate to such matters as net sales growth,changes in comparablesales,cannibalization of existing locations by new openings,price or fee changes,earnings performance,earnings per sh

133、are,stock-basedcompensation expense,warehouse openings and closures,capital spending,the effect of adopting certain accounting standards,future financialreporting,financing,margins,return on invested capital,strategic direction,expense controls,membership renewal rates,shopping frequency,litigation,

134、and the demand for our products and services.In some cases,forward-looking statements can be identified because they containwords such as“anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“intend,”“likely,”“may,”“might,”“plan,”“potential,”“predict,”“project,”“seek,”“should,”“target,”“will

135、,”“would,”or similar expressions and the negatives of those terms.Such forward-looking statementsinvolve risks and uncertainties that may cause actual events,results,or performance to differ materially from those indicated by suchstatements.These risks and uncertainties include,but are not limited t

136、o,domestic and international economic conditions,including exchangerates,inflation or deflation,the effects of competition and regulation,uncertainties in the financial markets,consumer and small businessspending patterns and debt levels,breaches of security or privacy of member or business informat

137、ion,conditions affecting the acquisition,development,ownership or use of real estate,capital spending,actions of vendors,rising costs associated with employees(generally includinghealth-care costs),energy and certain commodities,geopolitical conditions(including tariffs and the Ukraine conflict),the

138、 ability to maintaineffective internal control over financial reporting,regulatory and other impacts related to climate change,public-health related factors,and otherrisks identified from time to time in the Companys public statements and reports filed with the Securities and Exchange Commission.For

139、ward-looking statements speak only as of the date they are made,and the Company does not undertake to update these statements,except asrequired by law.OVERVIEWThe following Managements Discussion and Analysis of Financial Condition and Results of Operations(MD&A)is intended to promoteunderstanding o

140、f the results of operations and financial condition.MD&A is provided as a supplement to,and should be read in conjunction with,our condensed consolidated financial statements and the accompanying Notes to Financial Statements(Part I,Item 1 of this Form 10-Q),as wellas our consolidated financial stat

141、ements,the accompanying Notes to Financial Statements,and the related Managements Discussion andAnalysis of Financial Condition and Results of Operations in our fiscal year 2022 Form 10-K,filed with the United States Securities andExchange Commission on October 5,2022.We operate membership warehouse

142、s and e-commerce websites based on the concept that offering our members low prices on a limitedselection of nationally-branded and private-label products in a wide range of categories will produce high sales volumes and rapid inventoryturnover.When combined with the operating efficiencies achieved

143、by volume purchasing,efficient distribution and reduced handling ofmerchandise in no-frills,self-service warehouse facilities,these volumes and turnover enable us to operate profitably at significantly lower grossmargins(net sales less merchandise costs)than most other retailers.We often sell invent

144、ory before we are required to pay for it,even whiletaking advantage of early payment discounts.We believe that the most important driver of our profitability is increasing net sales,particularly comparable sales.Net sales includes our coremerchandise categories(foods and sundries,non-foods,and fresh

145、 foods),warehouse ancillary(gasoline,pharmacy,optical,food court,hearingaids,and tire installation)and other businesses(e-commerce,business centers,travel and other).We define18Table of Contentscomparable sales as net sales from warehouses open for more than one year,including remodels,relocations a

146、nd expansions,and sales relatedto e-commerce websites operating for more than one year.Comparable sales growth is achieved through increasing shopping frequency fromnew and existing members and the amount they spend on each visit(average ticket).Sales comparisons can also be particularly influenced

147、bycertain factors that are beyond our control:fluctuations in currency exchange rates(with respect to our international operations);inflation andchanges in the cost of gasoline and associated competitive conditions.The higher our comparable sales exclusive of these items,the more wecan leverage our

148、SG&A expenses,reducing them as a percentage of sales and enhancing profitability.Generating comparable sales growth isforemost a question of making available to our members the right merchandise at the right prices,a skill that we believe we have repeatedlydemonstrated over the long-term.Another sub

149、stantial factor in net sales growth is the health of the economies in which we do business,including the effects of inflation or deflation,especially the United States.Net sales growth and gross margins are also impacted by ourcompetition,which is vigorous and widespread,across a wide range of globa

150、l,national and regional wholesalers and retailers,including thosewith e-commerce operations.While we cannot control or reliably predict general economic health or changes in competition,we believe that wehave been successful historically in adapting our business to these changes,such as through adju

151、stments to our pricing and merchandise mix,including increasing the penetration of our private-label items,and through online offerings.Our philosophy is to provide our members with quality goods and services at competitive prices.We do not focus in the short-term onmaximizing prices charged,but ins

152、tead seek to maintain what we believe is a perception among our members of our“pricing authority”consistently providing the most competitive values.Merchandise costs in the second quarter of 2023 continued to be impacted by inflation.Theimpact to our net sales and gross margin is influenced in part

153、by our merchandising and pricing strategies in response to cost increases.Thosestrategies can include,but are not limited to,working with our suppliers to share in absorbing cost increases,earlier-than-usual purchasing andin greater volumes,offering seasonal merchandise outside its season,as well as

154、 passing cost increases on to our members.Our investments inmerchandise pricing may include reducing prices on merchandise to drive sales or meet competition and holding prices steady despite costincreases instead of passing the increases on to our members,all negatively impacting gross margin and g

155、ross margin as a percentage of netsales(gross margin percentage).We believe our gasoline business enhances traffic in our warehouses,but it generally has a lower gross margin percentage relative to our non-gasoline businesses.It also has lower SG&A expenses as a percent of net sales compared to our

156、non-gasoline businesses.A higher penetrationof gasoline sales will generally lower our gross margin percentage.Rapidly changing gasoline prices may significantly impact our near-term netsales growth.Generally,rising gasoline prices benefit net sales growth which,given the higher sales base,negativel

157、y impacts our gross marginpercentage but decreases our SG&A expenses as a percentage of net sales.A decline in gasoline prices has the inverse effect.Additionally,government actions in various countries relating to tariffs,particularly China and the United States,have affected the costs of some of o

158、urmerchandise.The degree of our exposure is dependent on(among other things)the type of goods,rates imposed,and timing of the tariffs.Higher tariffs could adversely impact our results.We also achieve net sales growth by opening new warehouses.As our warehouse base grows,available and desirable sites

159、 become moredifficult to secure,and square footage growth becomes a comparatively less substantial component of growth.The negative aspects of suchgrowth,however,including lower initial operating profitability relative to existing warehouses and cannibalization of sales at existing warehouseswhen op

160、enings occur in existing markets,are continuing to decline in significance as they relate to the results of our total operations.Our rate ofsquare footage growth is generally higher in foreign markets,due to the smaller base in those markets,and we expect that to continue.Our e-commerce business,dom

161、estically and internationally,generally has a lower gross margin percentage than our warehouse operations.19Table of ContentsThe membership format is an integral part of our business and has a significant effect on our profitability.This format is designed to reinforcemember loyalty and provide cont

162、inuing fee revenue.The extent to which we achieve growth in our membership base,increase the penetration ofour Executive members,and sustain high renewal rates materially influences our profitability.Our paid-membership growth rate may beadversely impacted when warehouse openings occur in existing m

163、arkets as compared to new markets.Our financial performance depends heavily on controlling costs.While we believe that we have achieved successes in this area,some significantcosts are partially outside our control,particularly health care and utility expenses.With respect to the compensation of our

164、 employees,ourphilosophy is not to seek to minimize their wages and benefits.Rather,we believe that achieving our longer-term objectives of reducingemployee turnover and enhancing employee satisfaction require maintaining compensation levels that are better than the industry average formuch of our w

165、orkforce.This may cause us,for example,to absorb costs that other employers might seek to pass through to their workforces.Because our business operates on very low margins,modest changes in various items in the consolidated statements of income,particularlymerchandise costs and SG&A expenses,can ha

166、ve substantial impacts on net income.Our operating model is generally the same across our U.S.,Canadian,and Other International operating segments(see Note 9 to thecondensed consolidated financial statements included in Part I,Item 1,of this Report).Certain operations in the Other International segm

167、enthave relatively higher rates of square footage growth,lower wage and benefit costs as a percentage of sales,less or no direct membershipwarehouse competition,or lack e-commerce or business delivery.In discussions of our consolidated operating results,we refer to the impact of changes in foreign c

168、urrencies relative to the U.S.dollar,which aredifferences between the foreign-exchange rates we use to convert the financial results of our international operations from local currencies intoU.S.dollars.This impact of foreign-exchange rate changes is calculated based on the difference between the cu

169、rrent and prior periods currencyexchange rates.The impact of changes in gasoline prices on net sales is calculated based on the difference between the current and priorperiods average price per gallon sold.Our fiscal year ends on the Sunday closest to August 31.References to the second quarter of 20

170、23 and 2022 relate to the 12-week fiscalquarters ended February 12,2023,and February 13,2022.References to the first half of 2023 and 2022 relate to the 24 weeks endedFebruary 12,2023,and February 13,2022.Certain percentages presented are calculated using actual results prior to rounding.Unlessother

171、wise noted,references to net income relate to net income attributable to Costco.Highlights for the second quarter of 2023 versus 2022 include:Net sales increased 6%to$54,239,driven by an increase in comparable sales of 5%and sales at 20 net new warehouses opened sincethe end of the second quarter of

172、 2022;Membership fee revenue increased 6%to$1,027,driven by new member sign-ups,upgrades to Executive Membership,and a higherrenewal rate;Gross margin percentage increased eight basis points,driven primarily by a LIFO charge recorded in the second quarter of 2022.Thiswas partially offset by decrease

173、s in core merchandise categories;SG&A expenses as a percentage of net sales increased 13 basis points,primarily due to central operating costs;Net income was$1,466,$3.30 per diluted share,compared to$1,299,$2.92 per diluted share in 2022;andA quarterly cash dividend of$0.90 per share was declared on

174、 January 19,2023 and paid on February 17,2023.20Table of ContentsRESULTS OF OPERATIONSNet Sales12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022Net Sales$54,239$50,937$107,676$100,354 Changes in net sales:U.S7%17%9%17%Canada4%17%4%18%Other International7%10

175、%4%14%Total Company6%16%7%16%Changes in comparable sales:U.S6%16%8%15%Canada4%16%3%17%Other International4%6%10%Total Company5%14%6%15%E-commerce(10)%13%(7)%13%Changes in comparable sales excluding the impact of changesin foreign-currency and gasoline prices:U.S6%11%6%11%Canada10%12%9%10%Other Inter

176、national10%9%9%10%Total Company7%11%7%11%E-commerce(9)%13%(6)%13%Net SalesNet sales increased$3,302 or 6%,and$7,322 or 7%during the second quarter and first half of 2023.This improvement was attributable to anincrease in comparable sales of 5%and 6%in the second quarter and first half of 2023,and sa

177、les at the 20 net new warehouses opened sincethe end of the second quarter of 2022.Sales increased$2,490,or 6%and$4,523,or 6%in core merchandise categories during the secondquarter and first half of 2023,led by foods and sundries and fresh foods;while non-foods decreased.Sales increased$812,or 9%and

178、$2,799,or 15%in warehouse ancillary and other businesses during the second quarter and first half of 2023,led by gasoline,pharmacy and travel.During the second quarter of 2023,changes in foreign currencies relative to the U.S.dollar negatively impacted net sales by approximately$937,184 basis points

179、,compared to the second quarter of 2022,attributable to our Canadian and Other International operations.The volume ofgasoline sold increased approximately 9%,positively impacting net sales by$565,111 basis points.Changes in gasoline prices did notmaterially impact net sales for the current quarter.D

180、uring the first half of 2023,changes in foreign currencies relative to the U.S.dollar negatively impacted net sales by approximately$2,471,246basis points,compared to the first half of 2022,attributable to our Canadian and Other International Operations.Higher gasoline prices positivelyimpacted net

181、sales by$1,254,125 basis points,compared to 2022,with a 9%increase in the average price per gallon.The volume of gasolinesold increased approximately 10%,positively impacting net sales by$1,215,121 basis points.21Table of ContentsComparable SalesComparable sales increased 5%and 6%in the second quart

182、er and first half of 2023 and were positively impacted by increases in shoppingfrequency and the average ticket,which includes the effects of inflation and changes in foreign currency.Membership Fees12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022Membershi

183、p fees$1,027$967$2,027$1,913 Membership fees increase6%10%6%10%Total paid members(000s)68,100 63,400 Total cardholders(000s)123,000 114,800 Membership fee revenue increased 6%in both the second quarter and first half of 2023,driven by sign-ups,upgrades to Executive Membership,and a higher renewal ra

184、te.Changes in foreign currencies relative to the U.S.dollar negatively impacted membership fees by$20 and$52 in thesecond quarter and first half of 2023.At the end of the second quarter of 2023,our renewal rates were 92.6%in the U.S.and Canada and 90.5%worldwide.Renewal rates continue to benefit fro

185、m more members auto renewing and increased penetration of Executive members,who onaverage renew at a higher rate.Our renewal rate,which excludes affiliates of Business members,is a trailing calculation that captures renewalsduring the period seven to eighteen months prior to the reporting date.We ac

186、count for membership fee revenue on a deferred basis,recognized ratably over the one-year membership period.Our membership countsinclude active memberships and memberships that have not renewed within the 12 months prior to the reporting date.Gross Margin12 Weeks Ended24 Weeks EndedFebruary 12,2023F

187、ebruary 13,2022February 12,2023February 13,2022Net sales$54,239$50,937$107,676$100,354 Less merchandise costs48,423 45,517 96,192 89,469 Gross margin$5,816$5,420$11,484$10,885 Gross margin percentage10.72%10.64%10.67%10.85%Quarterly ResultsTotal gross margin percentage increased eight basis points c

188、ompared to the second quarter of 2022.Excluding the impact of gasoline priceinflation on net sales,gross margin percentage was 10.73%,an increase of nine basis points.This was driven primarily by a 14 basis-pointincrease due to a LIFO charge recorded in the second quarter of 2022.Warehouse ancillary

189、 and other business also positively impacted grossmargin by three basis points,predominantly gasoline,partially offset by e-commerce and pharmacy.Core merchandise categories negativelyimpacted gross margin by six basis points,predominantly in non-foods and fresh foods,partially offset by foods and s

190、undries.Gross margin wasnegatively impacted by two basis points due to increased 2%rewards.Changes in foreign currencies relative to the U.S.dollar negativelyimpacted gross margin by approximately$91,compared to the second quarter of 2022,attributable to our Canadian and Other Internationaloperation

191、s.The gross margin in core merchandise categories,when expressed as a percentage of core merchandise sales(rather than total net sales),decreased 26 basis points.The decrease was across all categories,most significantly in fresh foods.This measure eliminates the impact ofchanges in sales penetration

192、 and gross margins from our warehouse ancillary and other businesses.22Table of ContentsGross margin on a segment basis,when expressed as a percentage of the segments own sales and excluding the impact of changes ingasoline prices on net sales(segment gross margin percentage),increased in our U.S.se

193、gment,largely due to the LIFO charge discussedabove and an increase in our warehouse ancillary and other businesses,predominantly gasoline,partially offset by e-commerce.Gross marginpercentage decreased in our Canadian and Other International segment due to decreases in core merchandise categories a

194、nd increased 2%rewards,partially offset by warehouse ancillary and other businesses.Year-to-date ResultsTotal gross margin percentage decreased 18 basis points compared to the first half of 2022.Excluding the impact of gasoline price inflation onnet sales,gross margin percentage was 10.79%,a decreas

195、e of six basis points.This was primarily due to an 18 basis-point decrease in coremerchandise categories,predominantly in non-foods and fresh foods,partially offset by foods and sundries,and a nine basis-point chargeprimarily related to downsizing our charter shipping activities during the first qua

196、rter of 2023.Gross margin was also negatively impacted bythree basis points due to increased 2%rewards.Warehouse ancillary and other businesses positively impacted gross margin by 16 basis points,predominantly gasoline,partially offset by e-commerce.A smaller LIFO charge in the first half of 2023 co

197、mpared to the first half of 2022positively contributed eight basis points.Changes in foreign currencies relative to the U.S.dollar negatively impacted gross margin byapproximately$244,compared to the first half of 2022,attributable to our Canadian and Other International operations.The gross margin

198、in core merchandise categories,when expressed as a percentage of core merchandise sales(rather than total net sales),decreased 29 basis points.The decrease was primarily due to fresh foods and non-foods.This measure eliminates the impact of changes insales penetration and gross margins from our ware

199、house ancillary and other businesses.Segment gross margin percentage increased in our U.S.segment,due to warehouse ancillary and other businesses and a smaller LIFO charge,partially offset by the charge related to downsizing our charter shipping activities and decreases in certain core merchandise c

200、ategories,non-foods and fresh foods,partially offset by foods and sundries.Gross margin decreased in our Canadian and Other International segment due todecreases in core merchandise categories,partially offset by warehouse ancillary and other businesses.All segments were negatively impactedby increa

201、sed 2%rewards.Selling,General and Administrative Expenses12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022SG&A expenses$4,940$4,575$9,857$9,293 SG&A expenses as a percentage of net sales9.11%8.98%9.15%9.26%Quarterly ResultsSG&A expenses as a percentage of n

202、et sales increased 13 basis points.The effect of gasoline price inflation had no impact on SG&A expensesas a percentage of sales.The comparison to last year was negatively impacted by nine basis points in central operating costs partiallyattributable to a charge related to a tax audit covering multi

203、ple years.Warehouse operations and other businesses and stock compensation wereboth higher by two basis points.Changes in foreign currencies relative to the U.S.dollar decreased SG&A expenses by approximately$75compared to the second quarter of 2022.23Table of ContentsYear-to-date ResultsSG&A expens

204、es as a percentage of net sales decreased 11 basis points.SG&A expenses as a percentage of net sales excluding the impact ofgasoline price inflation was flat compared to the first half of 2022.The comparison to last year was favorably impacted by 12 basis points from awrite-off of certain informatio

205、n technology assets in the prior year.Warehouse operations and other businesses were higher by six basis points,largely attributable to the wage increases we instituted in 2022.Central operating costs were also higher by six basis points.Changes in foreigncurrencies relative to the U.S.dollar decrea

206、sed SG&A expenses by approximately$196 compared to the first half of 2022.Interest Expense12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022Interest expense$34$36$68$75 Interest expense is primarily related to Senior Notes and financing leases.The decrease i

207、n interest expense for the first half of 2023 was due torepayment of the 2.300%Senior Notes on December 1,2021.Interest Income and Other,Net12 Weeks Ended24 Weeks EndedFebruary 12,2023February 13,2022February 12,2023February 13,2022Interest income$105$6$159$15 Foreign-currency transaction gains(loss

208、es),net3 12(6)38 Other,net6 7 14 14 Interest income and other,net$114$25$167$67 The increase in interest income in the second quarter and first half of 2023 was due to higher global interest rates.Foreign-currency transactiongains(losses),net,include mark-to-market adjustments for forward foreign-ex

209、change contracts and the revaluation or settlement of monetaryassets and liabilities by our Canadian and Other International operations.See Derivatives and Foreign Currency sections in Item 8,Note 1 of ourAnnual Report on Form 10-K,for the fiscal year ended August 28,2022.Provision for Income Taxes

210、12 Weeks Ended24 Weeks Ended February 12,2023February 13,2022February 12,2023February 13,2022Provision for income taxes$517$481$923$832 Effective tax rate26.1%26.7%24.6%23.8%The effective tax rate for the first half of 2023 was impacted by net discrete tax benefits of$57,primarily due to excess tax

211、benefits related tostock compensation.Excluding discrete net tax benefits,the tax rate was 26.1%for the first half of 2023.The effective tax rate for the first half of 2022 was impacted by net discrete tax benefits of$91,primarily due to excess tax benefits related tostock compensation.Excluding dis

212、crete net tax benefits,the tax rate was 26.4%for the first half of 2022.24Table of ContentsLIQUIDITY AND CAPITAL RESOURCESThe following table summarizes our significant sources and uses of cash and cash equivalents:24 Weeks EndedFebruary 12,2023February 13,2022Net cash provided by operating activiti

213、es$5,802$3,659 Net cash used in investing activities(1,865)(1,393)Net cash used in financing activities(1,215)(1,667)Our primary sources of liquidity are cash flows from operations,cash and cash equivalents,and short-term investments.Cash and cashequivalents and short-term investments were$13,705 an

214、d$11,049 at February 12,2023,and August 28,2022.Of these balances,unsettledcredit and debit card receivables represented approximately$2,083 and$2,010 at February 12,2023,and August 28,2022.These receivablesgenerally settle within four days.Material contractual obligations arising in the normal cour

215、se of business primarily consist of purchase obligations,long-term debt and relatedinterest payments,leases,and construction and land purchase obligations.Purchase obligations consist of contracts primarily related to merchandise,equipment,and third-party services,the majority of which are due inthe

216、 next 12 months.Construction and land purchase obligations consist of contracts primarily related to the development and opening of newand relocated warehouses,the majority of which(other than leases)are due in the next 12 months.Management believes that our cash and investment position and operatin

217、g cash flows with capacity under existing and available creditagreements will be sufficient to meet our liquidity and capital requirements for the foreseeable future.We believe that our U.S.current andprojected asset position is sufficient to meet our U.S.liquidity requirements.Cash Flows from Opera

218、ting ActivitiesNet cash provided by operating activities totaled$5,802 in the first half of 2023,compared to$3,659 in the first half of 2022.Our cash flowprovided by operations is primarily from net sales and membership fees.Cash flow used in operations generally consists of payments tomerchandise s

219、uppliers,warehouse operating costs,including payroll and employee benefits,utilities,and credit and debit card processing fees.Cash used in operations also includes payments for income taxes.Changes in our net investment in merchandise inventories(the differencebetween merchandise inventories and ac

220、counts payable)is impacted by several factors,including inventory turnover,the forward deployment ofinventory to accelerate delivery times,payment terms with suppliers,and early payments to obtain discounts.Cash Flows from Investing ActivitiesNet cash used in investing activities totaled$1,865 in th

221、e first half of 2023,compared to$1,393 in the first half of 2022,and is primarily related tocapital expenditures.Net cash from investing activities also includes purchases and maturities of short-term investments.25Table of ContentsCapital Expenditure PlansOur primary requirements for capital are ac

222、quiring land,buildings,and equipment for new and remodeled warehouses.Capital is also requiredfor information systems,manufacturing and distribution facilities,initial warehouse operations,and working capital.In the first half of 2023,wespent$1,947 on capital expenditures,and it is our current inten

223、tion to spend approximately$3,800 to$4,200 during fiscal 2023.Theseexpenditures are expected to be financed with cash from operations,existing cash and cash equivalents,and short-term investments.Weopened 12 new warehouses,including two relocations,in the first half of 2023 and plan to open 15 addit

224、ional new warehouses,including onerelocation,in the remainder of fiscal 2023.There can be no assurance that current expectations will be realized,and plans are subject to changeupon further review of our capital expenditure needs and the economic environment.Cash Flows from Financing ActivitiesNet c

225、ash used in financing activities totaled$1,215 in the first half of 2023,compared to$1,667 in the first half of 2022.Cash flow used infinancing activities during the first half of 2023 was primarily related to the payment of dividends,withholding taxes on stock-based awards,andrepurchases of common

226、stock.In the first half of 2022,cash flow used in financing activities was primarily due to the repayment of our 2.300%Senior Notes.DividendsA quarterly cash dividend of$0.90 per share was declared on January 19,2023,payable to shareholders of record on February 3,2023,whichwas paid on February 17,2

227、023.Share Repurchase ProgramOn January 19,2023,the Board of Directors authorized a new share repurchase program in the amount of$4,000,which expires in January2027.During the first half of 2023 and 2022,we repurchased 579,000 and 236,000 shares of common stock,at an average price per share of$492.06

228、 and$498.00,totaling approximately$285 and$118.These amounts may differ from the accompanying condensed consolidatedstatements of cash flows due to changes in unsettled repurchases at the end of a quarter.Purchases are made from time to time,as conditionswarrant,in the open market or in block purcha

229、ses,pursuant to plans under SEC Rule 10b5-1.Repurchased shares are retired,in accordancewith the Washington Business Corporation Act.The remaining amount available to be purchased under our approved plan was$3,955 at the endof the second quarter.Bank Credit Facilities and Commercial Paper ProgramsWe

230、 maintain bank credit facilities for working capital and general corporate purposes.At February 12,2023,we had borrowing capacity underthese facilities of$1,269.Our international operations maintain$781 of this capacity under bank credit facilities,of which$177 is guaranteed bythe Company.Short-term

231、 borrowings outstanding under the bank credit facilities were$45 and$88 at the end of the second quarter of 2023 andat the end of fiscal 2022.The Company has letter of credit facilities,for commercial and standby letters of credit,totaling$231.The outstanding commitments under thesefacilities at the

232、 end of the second quarter of 2023 totaled$191,most of which were standby letters of credit that do not expire or have expirationdates within one year.The bank credit facilities have various expiration dates,most within one year,and we generally intend to renew thesefacilities.The amount of borrowin

233、gs available at any time under our bank credit facilities is reduced by the amount of standby and commercialletters of credit outstanding.26Table of ContentsCritical Accounting EstimatesThe preparation of our consolidated financial statements in accordance with U.S.GAAP requires that we make estimat

234、es and judgments.Webase these on historical experience and on assumptions that we believe to be reasonable.Our critical accounting policies are discussed in PartII,Item 7,“Managements Discussion and Analysis of Financial Condition and Results of Operations”section of our Annual Report on Form 10-K,f

235、or the fiscal year ended August 28,2022.There have been no material changes to the critical accounting estimates previously disclosed in thatReport.Recent Accounting PronouncementsThere have been no material changes in recently issued or adopted accounting standards from those disclosed in our Annua

236、l Report on Form10-K,for the fiscal year ended August 28,2022.Item 3Quantitative and Qualitative Disclosures about Market RiskOur direct exposure to financial market risk results from fluctuations in foreign-currency exchange rates and interest rates.There have been nomaterial changes to our market

237、risks as disclosed in our Annual Report on Form 10-K,for the fiscal year ended August 28,2022.Item 4Controls and ProceduresEvaluation of Disclosure Controls and ProceduresOur disclosure controls and procedures(as defined in Rules 13a-15(e)or 15d-15(e)under the Securities Exchange Act of 1934,as amen

238、ded)are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,processed,summarized,and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission andto ensure that informa

239、tion required to be disclosed is accumulated and communicated to management,including our principal executive andfinancial officers,to allow timely decisions regarding disclosure.The Chief Executive Officer and the Chief Financial Officer,with assistance fromother members of management,have reviewed

240、 the effectiveness of our disclosure controls and procedures as of February 12,2023 and,basedon their evaluation,have concluded the disclosure controls and procedures were effective as of such date.Changes in Internal Control over Financial ReportingThere have been no changes in our internal control

241、 over financial reporting(as defined in Rules 13a-15(f)or 15d-15(f)of the Exchange Act)thatoccurred during the second quarter of fiscal 2023 that have materially affected,or are reasonably likely to materially affect,the Companysinternal control over financial reporting.PART IIOTHER INFORMATIONItem

242、1Legal ProceedingsSee discussion of Legal Proceedings in Note 8 to the condensed consolidated financial statements included in Part I,Item 1 of this Report.Item 1ARisk FactorsIn addition to the other information set forth in the Quarterly Report on Form 10-Q,you should carefully consider the factors

243、 discussed in Part I,Item 1A,“Risk Factors”in our Annual Report on Form 10-K,for the fiscal year ended August 28,2022.There have been no material changes inour risk factors from those disclosed in our Annual Report on Form 10-K.27Table of ContentsItem 2Unregistered Sales of Equity Securities and Use

244、 of ProceedsThe following table sets forth information on our common stock repurchase program activity for the second quarter of 2023(amounts in millions,except share and per share data):PeriodTotal Number ofSharesPurchasedAverage PricePaid Per ShareTotal Number of SharesPurchased as Part ofPublicly

245、 AnnouncedProgramsMaximum Dollar Value ofShares that May Yet bePurchased Under theProgramsNovember 21,2022 December 18,202291,000$499.57 91,000$2,621 December 19,2022 January 15,202396,000 465.99 96,000 2,576 January 16,2023 February 12,2023107,000 498.61 107,000 3,955 Total second quarter294,000$48

246、8.30 294,000 _(1)Our share repurchase program is conducted under a$4,000 authorization approved by our Board of Directors in January 2023,which expires in January 2027.Thisauthorization revoked previously authorized but unused amounts,totaling$2,568.Item 3Defaults Upon Senior SecuritiesNone.Item 4Mi

247、ne Safety DisclosuresNot applicable.Item 5Other Information(amounts in whole dollars)Disclosure pursuant to Section 2019 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r)of the SecuritiesExchange Act of 1934,as amended.During the second quarter of 2023,we had two indi

248、vidual cardholders under a business membership in the name of the Embassy of the IslamicRepublic of Iran at our subsidiary in Mexico.Gross revenue in the second quarter of 2023 attributable to the membership was approximately$145,and our estimated profit on these transactions was less than$10.The me

249、mbership was canceled during the second quarter of 2023.TheCompany does not intend to continue these activities.(1)(1)28Table of ContentsItem 6ExhibitsThe following exhibits are filed as part of this Quarterly Report on Form 10-Q or are incorporated herein by reference.Incorporated by ReferenceExhib

250、itNumberExhibit DescriptionFiledHerewithFormPeriod EndingFiling Date3.1Articles of Incorporation as amended of CostcoWholesale Corporation10-K8/28/202210/5/20223.2Bylaws as amended of Costco Wholesale Corporation10-Q5/8/20226/2/202210.1Eleventh Amendment to Citi,N.A.Co-Branded CreditCard Agreementx3

251、1.1Rule 13(a)14(a)Certificationsx32.1Section 1350 Certificationsx101.INSInline XBRL Instance Documentx101.SCHInline XBRL Taxonomy Extension Schema Documentx101.CALInline XBRL Taxonomy Extension Calculation LinkbaseDocumentx101.DEFInline XBRL Taxonomy Extension Definition LinkbaseDocumentx101.LABInli

252、ne XBRL Taxonomy Extension Label LinkbaseDocumentx101.PREInline XBRL Taxonomy Extension Presentation LinkbaseDocumentx104Cover Page Interactive Data File(formatted as inlineXBRL and contained in Exhibit 101)x29Table of ContentsSIGNATURESPursuant to the requirements of the Securities Exchange Act of

253、1934,the registrant has duly caused this Report to be signed on its behalf by theundersigned,thereunto duly authorized.COSTCO WHOLESALE CORPORATION(Registrant)March 8,2023By/s/W.CRAIG JELINEKDateW.Craig JelinekChief Executive Officer and DirectorMarch 8,2023By/s/RICHARD A.GALANTIDateRichard A.Galant

254、iExecutive Vice President,Chief Financial Officer and Director30Exhibit 10.1ELEVENTH AMENDMENT TO THECO-BRANDED CREDIT CARD PROGRAM AGREEMENTThis Eleventh Amendment(Amendment)is between Citibank,N.A.(Bank)and Costco Wholesale Corporation(Costco),is effective as ofFebruary 6,2023,and amends that cert

255、ain Co-Branded Credit Card Program Agreement,by and between Bank and Costco,dated February 27,2015(the Agreement).Pursuant to Section 16.10 of the Agreement,Bank and Costco agree as follows:1.Defined Terms.All capitalized terms used but not defined in this Amendment will have the meanings ascribed t

256、o such terms in theAgreement.2.Amendments.a.Section 9.05 Manner and Timing of Payments.Section 9.05(c)is amended by replacing“LIBOR”with“SOFR plus twenty-oneand four tenths basis points(0.214%)”.b.Section 14.02 Payment of Fees Upon Termination.Section 14.02(a)is amended by replacing“LIBOR”with“SOFR

257、plustwenty-one and four tenths basis points(0.214%)”.c.Exhibit A Definitional Supplement.Exhibit A is amended by deleting LIBOR and the corresponding definition in their entiretyand adding the following in their place:“SOFR”means a rate equal to the secured overnight financing rate as administered b

258、y the SOFR Administrator(Federal ReserveBank of New York or successor).For purposes of this Agreement,the 3 month average SOFR rate will be used,as published byBloomberg under ticker“USOSFRC BGN Curncy”,on the applicable due date.d.Schedule 7.05(a).The bullet for“Money cost(split by actual 1-Month L

259、IBOR and spread)”is amended to read,“Money cost(split by actual SOFR and spread)”.e.Schedule 9.07(a)(v)-1.Schedule 9.07(a)(v)-2 is deleted in its entirety and replaced with the attached Schedule 9.07(a)(v)-1.3.Full Force and Effect.The Agreement,as modified hereby,will remain in full force and effec

260、t and this Amendment will not be deemedto be an amendment or a waiver of any other provision of the Agreement except as expressly stated herein.All such other provisions ofthe Agreement will also be deemed to apply to this Amendment.4.No Modification or Waiver;Incorporation.No modification,amendment

261、 or waiver of this Amendment will be effective or bindingunless made in writing and signed by the Parties.The Parties agree that,except for those modifications expressly set forth in thisAmendment,all terms and provisions of the Agreement will remain unchanged and in full force and effect.This Amend

262、ment and theAgreement will hereafter be read and construed together as a single document,and all references to the Agreement will hereafter referto the Agreement as amended by this Amendment.5.Counterparts.This Amendment may be executed in counterparts and if so executed will be enforceable and effe

263、ctive upon theexchange of executed counterparts,including by facsimile or electronic transmissions of executed counterparts.Signature page followsDuly authorized representatives of the Parties have executed this Amendment.COSTCO WHOLESALE CORPORATION CITIBANK,N.A.By:/s/Sandy TorreyBy:/s/Jennifer Lon

264、ginoName:Sandy TorreyName:Jennifer LonginoTitle:SVP,Corporate MarketingTitle:Vice PresidentSchedule 9.07(a)(v)-1Money Cost CalculationThe funding rates for each balance category of asset will be calculated as follows:Variable Revolving Balances:1 month SOFR+Spread 19.5 basis points,or1 month SOFR,wh

265、ichever is higherPromotional Balances:10%of balance at 6 month SOFR Caterpillar+Spread10%of balance at 1 year SOFR Caterpillar+Spread80%of balance at 5 year SOFR Caterpillar+SpreadTransactor/Intro Rate Balances:5%of balance at 1 month SOFR+Spread95%of balance at 5 year SOFR Caterpillar+SpreadThe Blo

266、omberg tickers for the SOFR rates are as follows:1-month SOFR:USOSFRA BGN Curncy6-month SOFR:USOSFRF BGN Curncy1-year SOFR:USOSFR1 BGN Curncy5-year SOFR:USOSFR5 BGN CurncyAll SOFR rates will be sourced from Bloomberg on the last Business Day of the month.Funding costs will be applied to balances bas

267、ed on theActual/365 day count convention;i.e.Monthly funding cost=Balance*Rate*Actual/365.The“Spread”means the months average spread,weighted 80%as the AAA 7-year Credit Card Asset Backed Security spread,and 20%as theBBB 7-year Credit Card Asset Backed Security spread,in each case,using an average(e

268、xcluding the high and the low)from major third partysecuirty dealers(e.g.,BAC,MUFG,BARC,RBC,BNP,WFC).The weighted-average spread will be capped at one hundred and forty-five(145)basis points.The“Caterpillar”will comprise a strip of equally-weighted funding tickets of the targeted tenor.For example,a

269、 5-year SOFR Caterpillar willhave sixty(60)tickets,which are the previous sixty(60)months actual 5-year SOFR rates.The 5-year SOFR Caterpillar rate will be the simpleaverage of those sixty(60)tickets.Each month,the oldest funding ticket will drop out of the Caterpillar,and will be replaced with a ne

270、w ticket atthe current rate.For example,the 5-year SOFR Caterpillar would have the 5-year SOFR rate from sixty(60)months ago drop out,and thatwould be replaced with the current 5-year SOFR rate.Exhibit 31.1CERTIFICATIONSI,W.Craig Jelinek,certify that:1)I have reviewed this Quarterly Report on Form 1

271、0-Q of Costco Wholesale Corporation(“the registrant”);2)Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made,in light of the circumstances under which such statements were made,not misleading

272、with respect to theperiod covered by this report;3)Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in all materialrespects the financial condition,results of operations and cash flows of the registrant as of,and for,the periods pr

273、esented in this report;4)The registrants other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures(asdefined in Exchange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules13a-15(f)a

274、nd 15d-15(f)for the registrant and have:a)Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed underour supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is madeknown to us b

275、y others within those entities,particularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designedunder our supervision,to provide reasonable assurance regarding the re

276、liability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusionsabout the effe

277、ctiveness of the disclosure controls and procedures,as of the end of the period covered by this report based onsuch evaluation;andd)Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrantsmost recent fiscal quarter(the regi

278、strants fourth fiscal quarter in the case of an annual report)that has materially affected,or isreasonably likely to materially affect,the registrants internal control over financial reporting;and5)The registrants other certifying officer(s)and I have disclosed,based on our most recent evaluation of

279、 internal control over financialreporting,to the registrants auditors and the audit committee of the registrants board of directors(or persons performing the equivalentfunctions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial repo

280、rting whichare reasonably likely to adversely affect the registrants ability to record,process,summarize and report financial information;andb)Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrantsinternal control over financial r

281、eporting.March 8,2023/s/W.CRAIG JELINEKW.Craig JelinekChief Executive Officer and DirectorCERTIFICATIONSI,Richard A.Galanti,certify that:1)I have reviewed this Quarterly Report on Form 10-Q of Costco Wholesale Corporation(“the registrant”);2)Based on my knowledge,this report does not contain any unt

282、rue statement of a material fact or omit to state a material fact necessary tomake the statements made,in light of the circumstances under which such statements were made,not misleading with respect to theperiod covered by this report;3)Based on my knowledge,the financial statements,and other financ

283、ial information included in this report,fairly present in all materialrespects the financial condition,results of operations and cash flows of the registrant as of,and for,the periods presented in this report;4)The registrants other certifying officer(s)and I are responsible for establishing and mai

284、ntaining disclosure controls and procedures(asdefined in Exchange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules13a-15(f)and 15d-15(f)for the registrant and have:a)Designed such disclosure controls and procedures,or caused such disclosu

285、re controls and procedures to be designed underour supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is madeknown to us by others within those entities,particularly during the period in which this report is being prepared;b)Designed su

286、ch internal control over financial reporting,or caused such internal control over financial reporting to be designedunder our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance wi

287、th generally accepted accounting principles;c)Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based onsuc

288、h evaluation;andd)Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrantsmost recent fiscal quarter(the registrants fourth fiscal quarter in the case of an annual report)that has materially affected,or isreasonably likely

289、to materially affect,the registrants internal control over financial reporting;and5)The registrants other certifying officer(s)and I have disclosed,based on our most recent evaluation of internal control over financialreporting,to the registrants auditors and the audit committee of the registrants b

290、oard of directors(or persons performing the equivalentfunctions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrants ability to record,process,summarize and repor

291、t financial information;andb)Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrantsinternal control over financial reporting.March 8,2023/s/RICHARD A.GALANTIRichard A.GalantiExecutive Vice President,Chief Financial Officer and Dir

292、ectorExhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C.SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Quarterly Report of Costco Wholesale Corporation(the Company)on Form 10-Q for the quarter ended February 12,2023,as filed with the Securities and

293、Exchange Commission(the Report),I,W.Craig Jelinek,Chief Executive Officer and Director of theCompany,certify,pursuant to 18 U.S.C.Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,that:(1)The Report fully complies with the requirements of Section 13(a)or 15(d)of the S

294、ecurities Exchange Act of 1934;and(2)The information contained in the Report fairly presents,in all material respects,the financial condition and results of operations of theCompany./s/W.CRAIG JELINEK Date:March 8,2023W.Craig Jelinek Chief Executive Officer and Director A signed original of this wri

295、tten statement has been provided to and will be retained by Costco Wholesale Corporation and furnished to theSecurities and Exchange Commission or its staff upon request.CERTIFICATION PURSUANT TO18 U.S.C.SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection wi

296、th the Quarterly Report of Costco Wholesale Corporation(the Company)on Form 10-Q for the quarter ended February 12,2023,as filed with the Securities and Exchange Commission(the Report),I,Richard A.Galanti,Executive Vice President,Chief Financial Officerand Director of the Company,certify,pursuant to

297、 18 U.S.C.Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002,that:(1)The Report fully complies with the requirements of Section 13(a)or 15(d)of the Securities Exchange Act of 1934;and(2)The information contained in the Report fairly presents,in all material respects,the

298、 financial condition and results of operations of theCompany./s/RICHARD A.GALANTI Date:March 8,2023Richard A.Galanti Executive Vice President,Chief Financial Officer and Director A signed original of this written statement has been provided to and will be retained by Costco Wholesale Corporation and furnished to theSecurities and Exchange Commission or its staff upon request.