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 November 20,2022orTRANSITION 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 December 22,2022 was 443,729,036.1Table of ContentsCOSTCO WHOLESALE CORPORATIONINDEX TO FORM 10-Q PagePART IFINANCIAL INFORMATIONItem 1.Financial Statements3Condensed Consolidated Statements of Income3Condensed Consolidated Statements of Comprehensive Income4Condensed Consolidated Bala

10、nce Sheets5Condensed Consolidated Statements of Equity6Condensed Consolidated Statements of Cash Flows7Notes to Condensed Consolidated Financial Statements8Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations17Item 3.Quantitative and Qualitative Disclosures Abo

11、ut Market Risk25Item 4.Controls and Procedures25PART IIOTHER INFORMATIONItem 1.Legal Proceedings25Item 1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26Item 3.Defaults Upon Senior Securities26Item 4.Mine Safety Disclosures26Item 5.Other Information26Item 6.Exhibit

12、s27Signatures282Table of ContentsPART IFINANCIAL INFORMATIONItem 1Financial StatementsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF INCOME(amounts in millions,except per share data)(unaudited)12 Weeks EndedNovember 20,2022November 21,2021REVENUENet sales$53,437$49,417 Membership f

13、ees1,000 946 Total revenue54,437 50,363 OPERATING EXPENSESMerchandise costs47,769 43,952 Selling,general and administrative4,917 4,718 Operating income1,751 1,693 OTHER INCOME(EXPENSE)Interest expense(34)(39)Interest income and other,net53 42 INCOME BEFORE INCOME TAXES1,770 1,696 Provision for incom

14、e taxes406 351 Net income including noncontrolling interests1,364 1,345 Net income attributable to noncontrolling interests(21)NET INCOME ATTRIBUTABLE TO COSTCO$1,364$1,324 NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:Basic$3.07$2.99 Diluted$3.07$2.98 Shares used in calculation(000s):Basic443,

15、837 443,377 Diluted444,531 444,604 The accompanying notes are 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 Ended November 20,2022No

16、vember 21,2021NET INCOME INCLUDING NONCONTROLLING INTERESTS$1,364$1,345 Foreign-currency translation adjustment and other,net(96)(72)Comprehensive income1,268 1,273 Less:Comprehensive income attributable to noncontrolling interests 23 COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO$1,268$1,250 The accom

17、panying 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)November 20,2022August 28,2022ASSETSCURRENT ASSETSCash and cash e

18、quivalents$10,856$10,203 Short-term investments817 846 Receivables,net2,312 2,241 Merchandise inventories18,571 17,907 Other current assets1,594 1,499 Total current assets34,150 32,696 OTHER ASSETSProperty and equipment,net25,144 24,646 Operating lease right-of-use assets2,787 2,774 Other long-term

19、assets3,946 4,050 TOTAL ASSETS$66,027$64,166 LIABILITIES AND EQUITYCURRENT LIABILITIESAccounts payable$18,348$17,848 Accrued salaries and benefits4,317 4,381 Accrued member rewards1,959 1,911 Deferred membership fees2,322 2,174 Current portion of long-term debt71 73 Other current liabilities6,050 5,

20、611 Total current liabilities33,067 31,998 OTHER LIABILITIESLong-term debt,excluding current portion6,472 6,484 Long-term operating lease liabilities2,503 2,482 Other long-term liabilities2,509 2,555 TOTAL LIABILITIES44,551 43,519 COMMITMENTS AND CONTINGENCIESEQUITYPreferred stock$0.005 par value;10

21、0,000,000 shares authorized;no shares issued andoutstanding Common stock$0.005 par value;900,000,000 shares authorized;443,841,000 and442,664,000 shares issued and outstanding2 2 Additional paid-in capital6,982 6,884 Accumulated other comprehensive loss(1,925)(1,829)Retained earnings16,412 15,585 To

22、tal Costco stockholders equity21,471 20,642 Noncontrolling interests5 5 TOTAL EQUITY21,476 20,647 TOTAL LIABILITIES AND EQUITY$66,027$64,166 The accompanying notes are an integral part of these condensed consolidated financial statements.5Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOL

23、IDATED STATEMENTS OF EQUITY(amounts in millions)(unaudited)12 Weeks Ended November 20,2022 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEquity Shares(000s)AmountBALANCE AT AUGUST28,2022442,664$2

24、$6,884$(1,829)$15,585$20,642$5$20,647 Net income 1,364 1,364 1,364 Foreign-currencytranslation adjustmentand other,net (96)(96)(96)Stock-basedcompensation 403 403 403 Release of vestedrestricted stock units(RSUs),including taxeffects1,462 (301)(301)(301)Repurchases ofcommon stock(285)(4)(137)(141)(1

25、41)Cash dividend declared (400)(400)(400)BALANCE ATNOVEMBER 20,2022443,841$2$6,982$(1,925)$16,412$21,471$5$21,476 12 Weeks Ended November 21,2021 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEqu

26、ity Shares(000s)AmountBALANCE AT AUGUST29,2021441,825$4$7,031$(1,137)$11,666$17,564$514$18,078 Net income 1,324 1,324 21 1,345 Foreign-currencytranslation adjustmentand other,net (74)(74)2(72)Stock-basedcompensation 389 389 389 Release of vestedRSUs,including taxeffects1,686 (355)(355)(355)Repurchas

27、es ofcommon stock(77)(1)(34)(35)(35)Cash dividend declared (350)(350)(350)BALANCE ATNOVEMBER 21,2021443,434$4$7,064$(1,211)$12,606$18,463$537$19,000 The accompanying notes are an integral part of these condensed consolidated financial statements.6Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSE

28、D CONSOLIDATED STATEMENTS OF CASH FLOWS(amounts in millions)(unaudited)12 Weeks EndedNovember 20,2022November 21,2021CASH FLOWS FROM OPERATING ACTIVITIESNet income including noncontrolling interests$1,364$1,345 Adjustments to reconcile net income including noncontrolling interests to net cash provid

29、ed byoperating activities:Depreciation and amortization447 432 Non-cash lease expense111 72 Stock-based compensation402 388 Other non-cash operating activities,net123 111 Deferred income taxes(2)(2)Changes in operating assets and liabilities:Merchandise inventories(737)(2,760)Accounts payable487 3,3

30、89 Other operating assets and liabilities,net415 283 Net cash provided by operating activities2,610 3,258 CASH FLOWS FROM INVESTING ACTIVITIESPurchases of short-term investments(253)(258)Maturities of short-term investments274 444 Additions to property and equipment(1,057)(1,055)Other investing acti

31、vities,net(21)(43)Net cash used in investing activities(1,057)(912)CASH FLOWS FROM FINANCING ACTIVITIESTax withholdings on stock-based awards(301)(355)Repurchases of common stock(141)(37)Cash dividend payments(400)(350)Other financing activities,net(21)(97)Net cash used in financing activities(863)(

32、839)EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(37)(14)Net change in cash and cash equivalents653 1,493 CASH AND CASH EQUIVALENTS BEGINNING OF YEAR10,203 11,258 CASH AND CASH EQUIVALENTS END OF PERIOD$10,856$12,751 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during th

33、e first 12 weeks of the year for:Interest$52$64 Income taxes,net$214$206 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:Financing lease assets obtained in exchange for new or modified leases$49$118 Operating lease assets obtained in exchange for new or modified leases$68$61 The accompanying notes ar

34、e an integral part of these condensed consolidated financial statements.7Table of ContentsCOSTCO WHOLESALE CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(amounts in millions,except share,per share,and warehouse count data)(unaudited)Note 1Summary of Significant Accounting PoliciesDe

35、scription of BusinessCostco Wholesale Corporation(Costco or the Company),a Washington corporation,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 ofmerchand

36、ise categories will produce high sales volumes and rapid inventory turnover.At November 20,2022,Costco operated 845 warehousesworldwide:582 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,

37、14 in Taiwan,13 in Australia,four in Spain,two each in France and China,and one eachin Iceland,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

38、the accounts of Costco,its wholly-owned subsidiaries,and a subsidiary in which it hasa controlling 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 i

39、ncome attributable to Costco.These unaudited condensed consolidated financial statements have 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 refl

40、ect allnormal recurring adjustments that are,in the opinion of management,necessary for fair 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.Th

41、erefore,the interim condensed consolidated financial statements should be read in conjunction 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 ye

42、ar basis,with the fiscal year ending on the Sunday closest to August 31.Fiscal 2023 is a 53-week year ending on September 3,2023.References to the first quarter of 2023 and 2022 relate to the 12-week fiscal quartersended November 20,2022,and November 21,2021.Use of EstimatesThe preparation of financ

43、ial 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 revenues and expenses

44、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.8Table of ContentsReclassificationReclassifications were made to the condensed

45、 consolidated statement of cash flows for the first quarter 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 Company reviews lease

46、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,the Company recognized

47、 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:November 20,2022:CostBasisUnrealizedLosses,NetRecordedB

48、asisAvailable-for-sale:Government and agency securities$570$(12)$558 Held-to-maturity:Certificates of deposit259 259 Total short-term investments$829$(12)$817 August 28,2022:CostBasisUnrealizedLosses,NetRecordedBasisAvailable-for-sale:Government and agency securities$534$(5)$529 Held-to-maturity:Cer

49、tificates 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 November 20,2022,andAugust 28,2022.At those dates,there were no available-for-sale securities in a material contin

50、uous unrealized-loss position.There were nosales of available-for-sale securities during the first quarter of 2023 or 2022.The maturities of available-for-sale and held-to-maturity securities at November 20,2022 are as follows:Available-For-SaleHeld-To-Maturity Cost BasisFair ValueDue in one year or

51、 less$220$217$259 Due after one year through five years264 259 Due after five years86 82 Total$570$558$259 9Table of ContentsNote 3Fair Value MeasurementAssets and Liabilities Measured at Fair Value on a Recurring BasisThe table below presents information regarding financial assets and liabilities t

52、hat are measured at fair value on a recurring basis and indicatesthe level within the fair-value hierarchy reflecting the valuation techniques utilized.Level 2November 20,2022August 28,2022Investment in government and agency securities$558$529 Forward foreign-exchange contracts,in asset position19 3

53、4 Forward foreign-exchange contracts,in(liability)position(25)(2)Total$552$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 November 20,2022,and August 28,2022,the Compa

54、ny 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 quarter of 2023 or 2022.Assets and Liabilities Measured at Fair Value on a Nonrecurring BasisAssets and liabilities recognized

55、 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 carrying value of th

56、e Companys long-term debt consisted of the following:November 20,2022August 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 April 20321,000 1,

57、000 Other long-term debt574 590 Total long-term debt6,574 6,590 Less unamortized debt discounts and issuance costs31 33 Less current portion71 73 Long-term debt,excluding current portion$6,472$6,484 _(1)Net of unamortized debt discounts and issuance costs.The fair value of the Senior Notes is estima

58、ted 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$5,816 and$6,033 at November 20,2022,and August 28,2022.(1)

59、(1)(1)10Table of ContentsNote 5EquityDividendsOn October 12,2022,the Board of Directors declared a quarterly cash dividend in the amount of$0.90 per share,which was paid onNovember 10,2022.Share Repurchase ProgramThe Companys share repurchase program is conducted under a$4,000 authorization by the B

60、oard of Directors,which expires in April 2023.AtNovember 20,2022,the remaining amount available under the plan was$2,667.The following table summarizes the Companys stockrepurchase activity:Shares Repurchased(000s)Average Price per ShareTotal CostFirst quarter of 2023285$495.94$141 First quarter of

61、202277$455.08$35 These amounts may differ from repurchases of common stock in the accompanying condensed consolidated statements of cash flows due tochanges in unsettled stock repurchases at the end of each quarter.Purchases are made from time to time,as conditions warrant,in the openmarket or in bl

62、ock purchases and pursuant to plans 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 g

63、rants under the previous plan,up 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 No

64、vember 20,2022,8,652,000 shares were available to be granted as RSUs,and the following awards were outstanding:2,976,000 time-based RSUs,which vest upon continued employment over specified periods and accelerate upon achievement of thelong-service term;41,000 performance-based RSUs,granted to execut

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

66、erformance targets forfiscal 2023,as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.These awards arenot included in the table below or in the amount of unrecognized compensation cost.11Table of ContentsThe following table summarizes RSU transactio

67、ns during the first quarter of 2023:Number ofUnits(in 000s)Weighted-AverageGrant Date Fair ValueOutstanding at August 28,20223,449$338.41 Granted1,678 470.47 Vested and delivered(2,090)352.56 Forfeited(20)385.02 Outstanding at November 20,20223,017$401.75 The remaining unrecognized compensation cost

68、 related to RSUs unvested at November 20,2022,was$1,139,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 expense and the related tax benefits:12 Weeks EndedNovember 20,2022No

69、vember 21,2021Stock-based compensation expense$402$388 Less recognized income tax benefits89 85 Stock-based compensation expense,net$313$303 Note 7Net Income per Common and Common Equivalent ShareThe following table shows the amounts used in computing net income per share and the weighted average nu

70、mber of shares of basic and ofpotentially dilutive common shares outstanding(shares in 000s):12 Weeks EndedNovember 20,2022November 21,2021Net income attributable to Costco$1,364$1,324 Weighted average basic shares443,837 443,377 RSUs694 1,227 Weighted average diluted shares444,531 444,604 12Table o

71、f ContentsNote 8Commitments and ContingenciesLegal ProceedingsThe Company is involved in a number of claims,proceedings and litigations arising from its business and property ownership.In accordancewith applicable accounting guidance,the Company establishes an accrual for legal proceedings if and wh

72、en 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 matters for developments that would affect the likelihood of a loss(taking into account where applicable indemnificationarra

73、ngements 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 certain matters described below,in addition to other immaterial accruals for matters notdescribed below.If the loss conti

74、ngency 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 both probable and reasonably estimable.In each case,there is areasonable possibility that a loss may be incurred,includin

75、g 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,in the Companys view,be reasonably estimatedbecause,among other things:(i)the remedies or penalties sought are indeterminat

76、e 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 Company is a defendant in an action commenced in July 2013 under the California Labor Code Private Attorneys General Act(PAGA)a

77、lleging 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 Wholesale Corp.(Case No.2013-1-CV-248813;Santa Clara Superior Court).The complaint seeks relief underthe California Labor Code,inc

78、luding civil penalties and attorneys fees.The Company filed an answer denying the material allegations of thecomplaint.A bench trial was held in June and July;no decision has been issued.In June 2022,a business center employee raised similar claims alleging failure to provide seating to employees wh

79、o work at membership refunddesks in California warehouses and business centers.Rodriguez v.Costco Wholesale Corp.(Case No.22CV012847;Alameda Superior Court).The complaint seeks relief under the California Labor Code,including civil penalties and attorneys fees.The Company filed an answer denyingthe

80、material allegations of the complaint.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;San BernardinoSuper

81、ior Court).The Company filed an answer denying the material allegations of the complaint.In October 2019,the parties settled for animmaterial amount the seating claims on a representative basis,which received court approval in February 2020.The parties settled thetemperature claims for an immaterial

82、 amount in April 2022,and court approval was received in May 2022.A February 2023 hearing has been setfor a final report on the settlement.In March 2019,employees filed a class action against the Company alleging claims under California law for failure to pay overtime,to providemeal and rest periods

83、 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;C.D.Cal.).The Compa

84、ny 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 for an immaterial

85、amount was agreed upon in February 2021.Final court approval of thesettlement was granted on May 3,2022.A proposed intervenor has appealed the denial of her motion to intervene.13Table of ContentsIn May 2019,an employee filed a class action against the Company alleging claims under California law fo

86、r 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 sought under the California Labor Code,including civil penaltie

87、s 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 Wholesale Corp.(Case No.FCS053454;Sonoma County Superior Co

88、urt).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 Company asserting collective and class claims on behalf of non-e

89、xempt 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 plaintiff also asserted individual retaliation claims.Cappadorav

90、.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 proposed payment bythe Company of an immaterial amount,the

91、 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 andseeking preliminary approval of the class settlement.Cappadora a

92、nd Sancho v.Costco Wholesale Corp.(Index No.604757/2022;NassauCounty Supreme Court).The state court granted preliminary approval of the settlement in October 2022.In August 2021,a former employee filed a similar suit,asserting class claims on behalf of certain non-exempt employees under New York Lab

93、orLaw 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 2022,a former employee filed a similar suit,asserting class claims on behalf of certainnon-exempt employees

94、 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.D.N.Y.).In September 2022,an amended complaint wasfiled,asserting class claims on behalf of certain non-exem

95、pt 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 has not responded.In February 2021,a former employee filed a class action against the Company alleging violations of California Labor Code re

96、garding payment ofwages,meal and rest periods,wage statements,reimbursement of expenses,payment of final wages to terminated employees,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,whic

97、h was granted with leave to amend.In June 2021,the plaintiff filed an amended complaint,which the Companymoved to dismiss later that month.The court granted the motion in part in July 2021 with leave to amend.In August 2021,the plaintiff filed asecond amended complaint and filed a separate represent

98、ative action under PAGA asserting the same Labor Code claims and seeking civilpenalties and attorneys fees.The Company filed an answer to the second amended class action complaint,denying the material allegations.The Company also filed an answer to the PAGA representative action,denying the material

99、 allegations.On September 27,2022,the partiesreached a settlement for an immaterial amount.The settlement requires court approval.In July 2021,a former temporary staffing employee filed a class action against the Company and a staffing company alleging violations of theCalifornia Labor Code regardin

100、g payment of wages,meal and rest periods,wage statements,the timeliness of wages and final wages,and forunfair business practices.Dimas v.Costco Wholesale Corp.(Case No.STK-CV-UOE-;San Joaquin Superior Court).TheCompany has moved to compel arbitration of the plaintiffs individual claims

101、and to dismiss the class action complaint.On September 7,2021,the same former employee filed a separate representative14Table of Contentsaction under PAGA,asserting the same Labor Code violations and seeking civil penalties and attorneys fees.The case has been stayedpending the motion to compel in t

102、he related case.In September 2021,an employee filed a class action against the Company alleging violations of the California Labor Code regarding the allegedfailure to provide sick pay,failure to timely pay wages due at separation from employment,and for violations of Californias unfair competitionl

103、aw.De Benning v.Costco Wholesale Corp.(Case No.34--CU-OE-GDS;Sacramento Superior Court).The Company answeredthe complaint in January 2022,denying its material allegations.In April 2022,a settlement for an immaterial amount was agreed upon,subject tocourt approval.The court granted preli

104、minary approval of the settlement on October 28,2022.A final approval hearing is set for February 10,2023.In March 2022,an employee filed a class action against the Company alleging violations of the California Labor Code regarding the failure to:pay wages,provide meal and rest periods,provide accur

105、ate 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 allegations.In May 2022,an employee filed a PAGA-only representative action against the Company al

106、leging claims under the California Labor Coderegarding the payment of wages,meal and rest periods,the timeliness of wages and final wages,wage statements,accurate records andbusiness expenses.Gonzalez v.Costco Wholesale Corp.(Case No.22AHCV00255;Los Angeles Superior Court).Beginning in December 2017

107、,the United States Judicial Panel on Multidistrict Litigation consolidated numerous cases concerning 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

108、)(N.D.Ohio).Included are cases that name the Company,including actions filed by counties andcities 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 s

109、tates,and class actions and individual actions filed on behalf of individualsseeking to recover 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 Com

110、pany is defending all of the pendingmatters.Members of the Board of Directors,six corporate officers and the Company are defendants in a shareholder derivative action related to chickenwelfare and alleged breaches of fiduciary duties.Smith,et ano.v.Vachris,et al.,Superior Court of the State of Washi

111、ngton,County of King,No,22-2-08937-7SEA,(filed 6/14/22,as amended,6/30/22);The complaint seeks from the individual 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

112、litigation,either alone or in the aggregate,will have a material adverseeffect on the Companys financial position,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 result

113、s of an individual fiscal quarter or year.15Table of ContentsNote 9Segment ReportingThe Company is principally 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 Sw

114、eden.Reportable segments are largelybased on managements organization of the operating segments for operational 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 fi

115、nancialstatements included in the Companys Annual Report filed on Form 10-K for the fiscal year ended August 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 re

116、portable segments:United StatesOperationsCanadianOperationsOtherInternationalOperationsTotal12 Weeks Ended November 20,2022Total revenue$40,145$7,356$6,936$54,437 Operating income1,236 288 227 1,751 12 Weeks Ended November 21,2021Total revenue$36,317$7,121$6,925$50,363 Operating income1,118 293 282

117、1,693 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 merchandise category;sales from e-commerce websites and business centers have been allocatedto the applicable mercha

118、ndise categories:12 Weeks EndedNovember 20,2022November 21,2021Foods and Sundries$21,448$19,563 Non-Foods14,032 14,162 Fresh Foods6,717 6,439 Warehouse Ancillary and Other Businesses11,240 9,253 Total net sales$53,437$49,417 16Table of ContentsItem 2Managements Discussion and Analysis of Financial C

119、ondition and Results of Operations(amounts in millions,except per share,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.F

120、or these purposes,forward-looking statements are statements that address 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

121、new openings,price or fee changes,earnings performance,earnings per share,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,ex

122、pense controls,membership renewal rates,shopping frequency,litigation,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,

123、”“plan,”“potential,”“predict,”“project,”“seek,”“should,”“target,”“will,”“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 such

124、statements.These risks and uncertainties include,but are not limited to,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

125、 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 includinghealth-care costs),energy and certain commodities,g

126、eopolitical conditions(including tariffs and the Ukraine conflict),the ability to maintaineffective internal control over financial reporting,regulatory and other impacts related to climate change,COVID-19 related factors andchallenges,and other risks identified from time to time in the Companys pub

127、lic statements and reports filed with the Securities and ExchangeCommission(SEC).Forward-looking statements speak only as of the date they are made,and the Company does not undertake to update thesestatements,except as required by law.OVERVIEWThe following Managements Discussion and Analysis of Fina

128、ncial Condition and Results of Operations(MD&A)is intended to promoteunderstanding of 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 S

129、tatements(Part I,Item 1 of this Form 10-Q),as wellas our consolidated financial statements,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

130、 Securities andExchange Commission(SEC)on October 5,2022.We operate membership warehouses 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 vol

131、umes and rapid inventoryturnover.When combined with the operating efficiencies achieved 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 gros

132、smargins(net sales less merchandise costs)than most other retailers.We often sell inventory 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.

133、Net sales includes our coremerchandise categories(foods and sundries,non-foods,and fresh foods),warehouse ancillary(gasoline,pharmacy,optical,food court,hearingaids,and tire installation)and other businesses(e-commerce,business centers,travel and other).We define17Table of Contentscomparable sales a

134、s net sales from warehouses open for more than one year,including remodels,relocations and 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 sp

135、end on each visit(average ticket).Sales comparisons can also be particularly influenced 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 conditio

136、ns.The higher our comparable sales exclusive of these items,the more wecan leverage our 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 pric

137、es,a skill that we believe we have repeatedlydemonstrated over the long-term.Another substantial 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

138、impacted by ourcompetition,which is vigorous and widespread,across a wide range of global,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 bee

139、n successful historically in adapting our business to these changes,such as through adjustments 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

140、competitive prices.We do not focus in the short-term onmaximizing prices charged,but instead 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 first quarter of 2023 was impacted by i

141、nflation higher than what wehave experienced in recent years.The impact to our net sales and gross margin is influenced in part by our merchandising and pricing strategiesin response to cost increases.Those strategies can include,but are not limited to,working with our suppliers to share in absorbin

142、g costincreases,earlier-than-usual purchasing and in greater volumes,offering seasonal merchandise outside its season,as well as passing costincreases on to our members.Our investments in merchandise pricing may include reducing prices on merchandise to drive sales or meetcompetition and holding pri

143、ces steady despite cost increases instead of passing the increases on to our members,all negatively impacting grossmargin and gross margin as a percentage of net sales(gross margin percentage).We believe our gasoline business enhances traffic in our warehouses,but it generally has a lower gross marg

144、in percentage relative to our non-gasoline businesses.It also has lower SG&A expenses as a percent of net sales compared to our non-gasoline businesses.A higher penetrationof gasoline sales will generally lower our gross margin percentage.Rapidly changing gasoline prices may significantly impact our

145、 near-term netsales growth.Generally,rising gasoline prices benefit net sales growth which,given the higher sales base,negatively 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,governmen

146、t actions in various countries,particularly China and the United States,have affected the costs of some of our merchandise.Thedegree of our exposure is dependent on(among other things)the type of goods,rates imposed,and timing of the tariffs.Higher tariffs couldadversely impact our results.We also a

147、chieve net sales growth by opening new warehouses.As our warehouse base grows,available and desirable sites 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 operati

148、ng profitability relative to existing warehouses and cannibalization of sales at existing warehouseswhen openings 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

149、markets,due to the smaller base in those markets,and we expect that to continue.Our e-commerce business,domestically and internationally,generally has a lower gross margin percentage than our warehouse operations.The membership format is an integral part of our business and has a significant effect

150、on our profitability.This format is designed to reinforcemember loyalty and provide continuing fee revenue.The extent to18Table of Contentswhich we achieve growth in our membership base,increase the penetration of our Executive members,and sustain high renewal rates materiallyinfluences our profitab

151、ility.Our paid membership growth rate may be adversely impacted when warehouse openings occur in existing markets ascompared 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

152、 outside our control,particularly health care and utility expenses.With respect to the compensation of our 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 satis

153、faction require maintaining compensation levels that are better than the industry average formuch of our workforce.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 var

154、ious items in the consolidated statements of income,particularlymerchandise costs and SG&A expenses,can have 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 financi

155、al statements included in Part I,Item 1,of this Report).Certain operations in the Other International segmenthave 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 de

156、livery.In discussions of our consolidated operating results,we refer to the impact of changes in foreign currencies 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

157、.dollars.This impact of foreign-exchange rate changes is calculated based on the difference between the current 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

158、gallon sold.Our fiscal year ends on the Sunday closest to August 31.References to the first quarter of 2023 and 2022 relate to the 12-week fiscal quartersended November 20,2022,and November 21,2021.Certain percentages presented are calculated using actual results prior to rounding.Unlessotherwise no

159、ted,references to net income relate to net income attributable to Costco.Highlights for the first quarter of 2023 versus 2022 include:Net sales increased 8%to$53,437,driven by an increase in comparable sales of 7%and sales at 22 net new warehouses opened sincethe end of the first quarter of 2022;Mem

160、bership fee revenue increased 6%to$1,000,driven by new member sign-ups,upgrades to Executive Membership,and an increasein our renewal rate;Gross margin percentage decreased 45 basis points,driven primarily by our core merchandise categories and a charge of$93,$0.15 perdiluted share,predominantly rel

161、ated to downsizing our charter shipping activities.This was partially offset by increases in warehouseancillary and other businesses;SG&A expenses as a percentage of net sales decreased 35 basis points,primarily due to a write-off of information technology assets of$118,$0.20 per diluted share,recor

162、ded in the first quarter of 2022,and leveraging increased sales in the first quarter of 2023.The provision for income taxes in the first quarter of 2023 was positively impacted by a benefit related to stock compensation of$53,$0.12 per diluted share,compared to$91,$0.21 per diluted share,in the firs

163、t quarter of 2022.Net income was$1,364,$3.07 per diluted share,compared to$1,324,$2.98 per diluted share in 2022;andOn October 12,2022,our Board declared a quarterly cash dividend of$0.90 per share,which was paid on November 10,2022.19Table of ContentsRESULTS OF OPERATIONSNet Sales12 Weeks EndedNove

164、mber 20,2022November 21,2021Net Sales$53,437$49,417 Changes in net sales:U.S11%16%Canada3%19%Other International%17%Total Company8%17%Changes in comparable sales:U.S9%15%Canada2%17%Other International(3)%13%Total Company7%15%E-commerce(4)%14%Changes in comparable sales excluding the impact of change

165、s in foreign-currencyand gasoline prices:U.S7%10%Canada8%8%Other International9%11%Total Company7%10%E-commerce(2)%13%Net SalesNet sales increased$4,020 or 8%during the first quarter of 2023.This improvement was attributable to an increase in comparable sales of 7%and sales at the 22 net new warehou

166、ses opened since the end of the first quarter of 2022.Sales increased$2,033,or 5.1%in core merchandisecategories,led by foods and sundries and fresh foods;while non-foods decreased slightly.Sales increased$1,987,or 21.5%in warehouseancillary and other businesses,led by gasoline,business centers and

167、travel businesses.During the first quarter of 2023,higher gasoline prices positively impacted net sales by$1,216,246 basis points,compared to 2022,with a 17%increase in the average price per gallon.The volume of gasoline sold increased approximately 10%,positively impacting net sales by$650,131basis

168、 points.Changes in foreign currencies relative to the U.S.dollar negatively impacted net sales by approximately$1,534,310 basis points,compared to the first quarter of 2022,attributable to our Canadian and Other International operations.Comparable SalesComparable sales increased 7%in the first quart

169、er of 2023 and were positively impacted by increases in shopping frequency and the averageticket,which includes the effects of inflation and changes in foreign currency.20Table of ContentsMembership Fees12 Weeks EndedNovember 20,2022November 21,2021Membership fees$1,000$946 Membership fees increase6

170、%10%Total paid members(000s)66,900 62,500 Total cardholders(000s)120,900 113,100 Membership fee revenue increased 6%in the first quarter of 2023,driven by sign-ups,upgrades to Executive Membership,and an increase inour renewal rate.Changes in foreign currencies relative to the U.S.dollar negatively

171、impacted membership fees by$32,compared to the firstquarter of 2022.At the end of the first quarter of 2023,our member renewal rates were 93%in the U.S.and Canada and 90%worldwide.Renewal rates continue to benefit from more members auto renewing and increased penetration of Executive members,who on

172、average renewat a higher rate.Our renewal rate,which excludes affiliates of Business members,is a trailing calculation that captures renewals during theperiod seven to eighteen months prior to the reporting date.We account for membership fee revenue on a deferred basis,recognized ratably over the on

173、e-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 EndedNovember 20,2022November 21,2021Net sales$53,437$49,417 Less merchandise costs47,769 43,952 Gross margin$5,668$5,4

174、65 Gross margin percentage10.61%11.06%Total gross margin percentage decreased 45 basis points compared to the first quarter of 2022.Excluding the impact of gasoline price inflationon net sales,gross margin percentage was 10.85%,a decrease of 21 basis points.This was primarily due to a 31 basis-point

175、 decrease in coremerchandise categories,predominantly in non-foods and fresh foods,and an 18 basis-point charge,primarily related to downsizing our chartershipping activities.Gross margin was also negatively impacted by five basis points due to increased 2%rewards.Warehouse ancillary and otherbusine

176、sses positively impacted gross margin by 30 basis points,predominantly gasoline,partially offset by e-commerce.A smaller LIFO chargein the first quarter of 2023 compared to the first quarter of 2022 positively contributed three basis points.Changes in foreign currencies relativeto the U.S.dollar neg

177、atively impacted gross margin by approximately$153,compared to the first quarter of 2022,attributable to our Canadianand Other International operations.The gross margin in core merchandise categories,when expressed as a percentage of core merchandise sales(rather than total net sales),decreased 31 b

178、asis points.The decrease was primarily due to fresh foods and non-foods,partially offset by foods and sundries.This measureeliminates the impact of changes in sales penetration and gross margins from our warehouse ancillary and other businesses.21Table of ContentsGross margin on a segment basis,when

179、 expressed as a percentage of the segments own sales and excluding the impact of changes ingasoline prices on net sales(segment gross margin percentage),decreased across all segments.All segments were negatively impacted bydecreases in core merchandise categories as described above and increased 2%r

180、ewards,partially offset by increases in warehouse ancillaryand other businesses.Gross margin in our U.S.segment was also negatively impacted by the charge primarily related to the downsizing of ourcharter shipping activities,partially offset by a lower LIFO charge.Selling,General and Administrative

181、Expenses12 Weeks EndedNovember 20,2022November 21,2021SG&A expenses$4,917$4,718 SG&A expenses as a percentage of net sales9.20%9.55%SG&A expenses as a percentage of net sales decreased 35 basis points.SG&A expenses as a percentage of net sales excluding the impact ofgasoline price inflation was 9.42

182、%,a decrease of 13 basis points.The comparison to last year was favorably impacted by 24 basis points from awrite-off of certain information technology assets in the prior year.Stock compensation was also lower by one basis point.Warehouse operationsand other businesses were higher by nine basis poi

183、nts,largely attributable to the wage increases we instituted in 2022.Central operating costswere higher by three basis points.Changes in foreign currencies relative to the U.S.dollar decreased SG&A expenses by approximately$121compared to the first quarter of 2022.Interest Expense12 Weeks EndedNovem

184、ber 20,2022November 21,2021Interest expense$34$39 Interest expense is primarily related to Senior Notes and financing leases.Interest expense decreased in the first quarter of 2023 due torepayment of the 2.300%Senior Notes on December 1,2021.Interest Income and Other,Net12 Weeks EndedNovember 20,202

185、2November 21,2021Interest income$54$8 Foreign-currency transaction gains(losses),net(9)26 Other,net8 8 Interest income and other,net$53$42 The increase in interest income in the first quarter of 2023 was primarily due to higher global interest rates.Foreign-currency transaction gains(losses),net inc

186、lude the mark-to-market adjustments for forward foreign-exchange 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 fi

187、scal year ended August 28,2022.22Table of ContentsProvision for Income Taxes 12 Weeks Ended November 20,2022November 21,2021Provision for income taxes$406$351 Effective tax rate23.0%20.7%The effective tax rate for the first quarter of 2023 was impacted by net discrete tax benefits of$56,primarily at

188、tributable to$53 in excess taxbenefits related to stock compensation.Excluding discrete net tax benefits,the tax rate was 26.1%for the first quarter of 2023.The effective tax rate for the first quarter of 2022 was impacted by net discrete tax benefits of$97,primarily attributable to$91 in excess tax

189、benefits related to stock compensation.Excluding discrete net tax benefits,the tax rate was 26.4%for the first quarter of 2022.LIQUIDITY AND CAPITAL RESOURCESThe following table summarizes our significant sources and uses of cash and cash equivalents:12 Weeks EndedNovember 20,2022November 21,2021Net

190、 cash provided by operating activities$2,610$3,258 Net cash used in investing activities(1,057)(912)Net cash used in financing activities(863)(839)Our primary sources of liquidity are cash flows from our operations,cash and cash equivalents,and short-term investments.Cash and cashequivalents and sho

191、rt-term investments were$11,673 and$11,049 at November 20,2022,and August 28,2022.Of these balances,unsettledcredit and debit card receivables represented approximately$2,488 and$2,010 at November 20,2022,and August 28,2022.These receivablesgenerally settle within four days.Material contractual obli

192、gations arising in the normal course 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,t

193、he majority of which are due inthe 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 an

194、d investment position and operating 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

195、requirements.Cash Flows from Operating ActivitiesNet cash provided by operating activities totaled$2,610 in the first quarter of 2023,compared to$3,258 in the first quarter of 2022.Our cashflow provided by operations is primarily from net sales and membership fees.Cash flow used in operations genera

196、lly consists of payments tomerchandise suppliers,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 differen

197、cebetween merchandise inventories and accounts payable)is23Table of Contentsimpacted by several factors,including inventory turnover,the forward deployment of inventory to accelerate delivery times,payment terms withsuppliers,and early payments to obtain discounts.Cash Flows from Investing Activitie

198、sNet cash used in investing activities totaled$1,057 in the first quarter of 2023,compared to$912 in the first quarter of 2022,and is primarilyrelated to capital expenditures.Net cash from investing activities also includes purchases and maturities of short-term investments.Capital Expenditure Plans

199、Our primary requirements for capital are acquiring 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 quarter of 2023,we spent$1,057 on c

200、apital expenditures,and it is our current intention to spend approximately$3,800 to$4,000 during fiscal 2023.Theseexpenditures are expected to be financed with cash from operations,existing cash and cash equivalents,and short-term investments.Weopened eight new warehouses,including one relocation,in

201、 the first quarter of 2023 and plan to open 19 additional new warehouses,includingtwo relocations,in the remainder of fiscal 2023.There can be no assurance that current expectations will be realized,and plans are subject tochange upon further review of our capital expenditure needs and the economic

202、environment.Cash Flows from Financing ActivitiesNet cash used in financing activities totaled$863 in the first quarter of 2023,compared to$839 in the first quarter of 2022.Cash flow used infinancing activities was primarily related to the payment of dividends,withholding taxes on stock-based awards,

203、and repurchases of commonstock.DividendsOn October 12,2022,our Board declared a quarterly cash dividend of$0.90 per share,payable to shareholders of record on October 28,2022,which was paid on November 10,2022.Share Repurchase ProgramDuring the first quarter of 2023 and 2022,we repurchased 285,000 a

204、nd 77,000 shares of common stock,at an average price per share of$495.94 and$455.08,totaling approximately$141 and$35.These amounts may differ from the repurchase balances in the accompanyingcondensed consolidated statements of cash flows due to changes in unsettled repurchases at the end of a quart

205、er.Purchases are made fromtime to time,as conditions warrant,in the open market or in block purchases,pursuant to plans under SEC Rule 10b5-1.Repurchased sharesare retired,in accordance with the Washington Business Corporation Act.Bank Credit Facilities and Commercial Paper ProgramsWe maintain bank

206、credit facilities for working capital and general corporate purposes.At November 20,2022,we had borrowing capacity underthese facilities of$1,244.Our international operations maintain$756 of this capacity under bank credit facilities,of which$171 is guaranteed bythe Company.Short-term borrowings out

207、standing under the bank credit facilities were$37 and$88 at the end of the first quarter of 2023 and atthe end of fiscal 2022.The Company has letter of credit facilities,for commercial and standby letters of credit,totaling$226.The outstanding commitments under thesefacilities at the end of the firs

208、t quarter of 2023 totaled$187,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 borrowings available at a

209、ny time under our bank credit facilities is reduced by the amount of standby and commercialletters of credit outstanding.24Table of ContentsCritical Accounting EstimatesThe preparation of our consolidated financial statements in accordance with U.S.GAAP requires that we make estimates and judgments.

210、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,for the fiscal yea

211、r 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 Annual Report on Form1

212、0-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 risks as disclose

213、d 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 amended)are designed

214、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 information required to

215、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 the effectivenes

216、s of our disclosure controls and procedures as of November 20,2022 and,based on 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 over financial

217、reporting(as defined in Rules 13a-15(f)or 15d-15(f)of the Exchange Act)thatoccurred during the first quarter of fiscal 2023 that have materially affected,or are reasonably likely to materially affect,the Companys internalcontrol over financial reporting.PART IIOTHER INFORMATIONItem 1Legal Proceeding

218、sSee 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 discussed in Par

219、t 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.25Table of ContentsItem 2Unregistered Sales of Equity Securities and Use of ProceedsThe f

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

221、Maximum Dollar Value ofShares that May Yet bePurchased Under theProgramsAugust 29,2022 September 25,202289,000$513.91 89,000$2,762 September 26,2022 October 23,2022101,000 473.85 101,000 2,714 October 24,2022 November 20,202295,000 502.66 95,000 2,667 Total first quarter285,000$495.94 285,000 _(1)Ou

222、r share repurchase program is conducted under a$4,000 authorization approved by our Board of Directors in April 2019,which expires in April 2023.Item 3Defaults Upon Senior SecuritiesNone.Item 4Mine Safety DisclosuresNot applicable.Item 5Other Information(amounts in whole dollars)Disclosure pursuant

223、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 first quarter of 2023,we had as cardholders at our subsidiary in Mexico three individuals under a business membership in the nameof the Embassy

224、 of the Islamic Republic of Iran.Gross revenue in the first quarter of 2023 attributable to the membership was approximately$1,131,and our estimated profit on these transactions was less than$100.The membership was canceled during the second quarter of 2023.The Company does not intend to continue th

225、ese activities.(1)(1)26Table 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 ReferenceExhibitNumberExhibit DescriptionFiledHerewithFormPeriod EndingFiling Date3.1Articles of Incorporation

226、as amended of CostcoWholesale Corporation10-K8/28/202210/5/20223.2Bylaws as amended of Costco Wholesale Corporation10-Q5/8/20226/2/202210.1*Fiscal 2023 Executive Bonus Plan8-K11/9/202210.2*Extension of the Term of the Executive EmploymentAgreement effective January 1,2023,between W.CraigJelinek and

227、Costco Wholesale Corporationx10.3Ninth Amendment to Citi,N.A.Co-Branded Credit CardAgreementx10.4Tenth Amendment to Citi,N.A.Co-Branded Credit CardAgreementx31.1Rule 13(a)14(a)Certificationsx32.1Section 1350 Certificationsx101.INSInline XBRL Instance Documentx101.SCHInline XBRL Taxonomy Extension Sc

228、hema Documentx101.CALInline XBRL Taxonomy Extension Calculation LinkbaseDocumentx101.DEFInline XBRL Taxonomy Extension Definition LinkbaseDocumentx101.LABInline XBRL Taxonomy Extension Label LinkbaseDocumentx101.PREInline XBRL Taxonomy Extension Presentation LinkbaseDocumentx104Cover Page Interactiv

229、e Data File(formatted as inlineXBRL and contained in Exhibit 101)x _*Management contract,compensatory plan or arrangement.27Table of ContentsSIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this Report to be signed on its behalf by theunder

230、signed,thereunto duly authorized.COSTCO WHOLESALE CORPORATION(Registrant)December 29,2022By/s/W.CRAIG JELINEKDateW.Craig JelinekChief Executive Officer and DirectorDecember 29,2022By/s/RICHARD A.GALANTIDateRichard A.GalantiExecutive Vice President,Chief Financial Officer and Director28Exhibit 10.2De

231、cember 14,2022Hamilton E.JamesChairman of the BoardCostco Wholesale CorporationRE:Executive Employment AgreementDear Tony:As provided for under section 7(b)of the Executive Employment Agreement,effective January 1,2017,between Costco Wholesale Corporationand me,this letter will confirm an extension

232、of the term through and including December 31,2023.Consistent with the prior decisions of theCompensation Committee:section 1(a)is amended to change the Annual Base Salary to$1,150,000;and section 1(h)is amended to changethe Target Bonus to$600,000.The reference in the first whereas clause to my ser

233、ving as President shall be deemed omitted.Pleasecountersign below to indicate acceptance on behalf of the Company.Very truly yours,By:/s/W.Craig JelinekW.Craig JelinekChief Executive OfficerCostco Wholesale CorporationBy:/s/Hamilton JamesHamilton E.JamesChairman of the Boardcc:John StantonExhibit 10

234、.3NINTH AMENDMENT TO THECO-BRANDED CREDIT CARD PROGRAM AGREEMENTThis Ninth Amendment(Amendment)is between Citibank,N.A.(Bank)and Costco Wholesale Corporation(Costco),is effective as ofAugust 13,2022,and amends that certain Co-Branded Credit Card Program Agreement,by and between Bank and Costco,dated

235、 February 27,2015(the Agreement).Pursuant to Section 16.10 of the Agreement,the Bank and Costco agree as follows:1.Defined Terms.All capitalized terms used but not defined in this Amendment will have the meanings ascribed to such terms in theAgreement.2.Amendments.a.Schedule 4.06(a).Schedule 4.06(a)

236、is deleted in its entirety and replaced with the attached Schedule 4.06(a).b.Schedule 7.05(a).The bullet for“Purchases and transactions at Costco(gas only)”is amended to read,“Purchases andtransactions at Costco(gas and electric vehicle charging only)”.The bullet under“Purchases transactions outside

237、 Costco by type”isamended to add a bullet that says,“Electric vehicle charging”.3.Full Force and Effect.The Agreement,as modified hereby,will remain in full force and effect and this Amendment will not be deemedto be an amendment or a waiver of any other provision of the Agreement except as expressl

238、y 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 or waiver of this Amendment will be effective or bindingunless made in writing and signed by the Parties.The Parties agree that

239、,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 Amendment and theAgreement will hereafter be read and construed together as a single document,and all references to the Agreement wil

240、l 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 effective upon theexchange of executed counterparts,including by facsimile or electronic transmissions of executed counterparts.Sign

241、ature page followsDuly authorized representatives of the Parties have executed this Amendment.COSTCO WHOLESALE CORPORATIONCITIBANK,N.A.By:/s/Sandy TorreyBy:/s/Matthew BremName:Sandy TorreyName:Matthew BremTitle:SVP,Corporate MarketingTitle:Vice President,Citibank N.A.Schedule 4.06(a)Loyalty Program

242、and RewardsConsumer Card Loyalty Program(Cash Rebate portion only)Co-Branded Cardholders will earn an annual reward based on the eligible purchases on their Co-Branded Card from Costco and Citi during anannual reward period.An annual reward period is 12 billing periods,starting with the one that beg

243、ins in February.Eligible purchases arepurchases for goods and services minus returns and other credits.Eligible purchases do NOT include fees or interest charges,balancetransfers,cash advances,purchases of travelers checks,purchases or reloading of prepaid cards,or purchases of any cash equivalents.

244、Additional terms and restrictions apply.Co-Branded Cardholders will earn an annual reward of:4%on the first$7,000 of purchases each annualreward period(1%thereafter)of gasoline and electric vehicle charging transactions at Costco,gas stations and electric vehicle charginglocations in the U.S.(exclud

245、ing superstores,supermarkets,convenience stores,and warehouse clubs other than Costco);3%at restaurantslocated in the U.S.;3%for eligible travel purchases(eligible travel purchases are:airfare for a scheduled flight on a passenger carrier,hotelstays(excluding timeshares,banquets and events),car rent

246、als from select major car rental companies listed athttps:/ other purchases from Costco Travel,cruise lines,travel agencies and tour operators);2%on eligiblepurchases at Costco Locations(unless a higher reward applies,such as at Costco gas,Costco electric vehicle charging,or Costco travel);and1%on a

247、ll other eligible purchases.Bank is obligated to fund the annual rewards up to the Loyalty Funding Cap.Merchants are assigned codes based on what they primarily sell.A purchase will not earn a higher percentage reward if the merchants code isnot eligible.Purchases made through a third-party payment

248、account or on an online marketplace(with multiple retailers)will not earn a higherpercentage reward.A purchase may not earn a higher percentage reward if the merchant submits the purchase using a mobile or wireless cardreader or if the Co-Branded Cardholder uses a mobile or digital wallet.Reward is

249、distributed and valid at any U.S.Costco warehouse,including Puerto Rico,for merchandise or cash.Requests for cash may befulfilled in the form of a check at the Costco warehouses discretion.Coupon must be redeemed in person prior to its expiration date ofDecember 31st in the year in which it is issue

250、d.Additional terms and conditions apply.See Co-Branded Cardholder Agreement for full terms andconditions.Small Business Loyalty Program(Cash Rebate portion only)Co-Branded Cardholders will earn an annual reward based on eligible purchases on their small business Co-Branded Cards from Costco duringan

251、 annual reward period.An annual reward period is 12 billing periods,starting with the one that begins in February.Eligible purchases arepurchases for goods and services minus returns and other credits.Eligible purchases do NOT include fees or interest charges,balancestransfers,cash advances,purchase

252、s of travelers checks,purchases or reloading of prepaid cards,or purchases of any cash equivalents.Additional terms and restrictions apply.Co-Branded Cardholders will earn an annual reward of:4%on the first$7,000 of purchases each annualreward period(1%thereafter)of gasoline and electric vehicle cha

253、rging transactions at Costco,gas stations and electric vehicle charginglocations in the U.S.(excluding superstores,supermarkets,convenience stores,and warehouse clubs other than Costco);3%at restaurantslocated in the U.S.;3%for eligible travel purchases(eligible travel purchases are:airfare for a sc

254、heduled flight on a passenger carrier,hotelstays(excluding timeshares,banquets and events),car rentals from select major car rental companies listed athttps:/ other purchases from Costco Travel,cruise lines,travel agencies and tour operators);2%on eligiblepurchases at Costco Locations(unless a highe

255、r reward applies,such as at Costco gas,Costco electric vehicle charging,or Costco travel);and1%on all other eligible purchases.Bank is obligated to fund the annual rewards up to the Loyalty Funding Cap.Merchants are assigned codes based on what they primarily sell.A purchase will not earn a higher p

256、ercentage reward if the merchants code isnot eligible.Purchases made through a third-party payment account or on an online marketplace(with multiple retailers)will not earn a higherpercentage reward.A purchase may not earn a higher percentage reward if the merchant submits the purchase using a mobil

257、e or wireless cardreader or if the Co-Branded Cardholder uses a mobile or digital wallet.Reward is distributed and valid at any U.S.Costco warehouse,including Puerto Rico,for merchandise or cash.Requests for cash may befulfilled in the form of a check at the Costco warehouses discretion.Coupon must

258、be redeemed in person on or prior to its expiration dateof December 31st in the year in which it is issued.Additional terms and conditions apply.See Co-Branded Cardholder Agreement for fullterms and conditions.Exhibit 10.4TENTH AMENDMENT TO THECO-BRANDED CREDIT CARD PROGRAM AGREEMENTThis Tenth Amend

259、ment(Amendment)is between Citibank,N.A.(Bank)and Costco Wholesale Corporation(Costco),is effective as ofNovember 11,2022,and amends that certain Co-Branded Credit Card Program Agreement,by and between Bank and Costco,dated February27,2015(the Agreement).Pursuant to Section 16.10 of the Agreement,the

260、 Bank and Costco agree as follows:1.Defined Terms.All capitalized terms used but not defined in this Amendment will have the meanings ascribed to such terms in theAgreement.2.Amendments.a.Section 4.06(a)-1.Schedule 4.06(a)-1 is deleted in its entirety and replaced with the attached Schedule 4.06-1.3

261、.Full Force and Effect.The Agreement,as modified hereby,will remain in full force and effect 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

262、apply to this Amendment.4.No Modification or Waiver;Incorporation.No modification,amendment 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 an

263、d provisions of the Agreement will remain unchanged and in full force and effect.This Amendment 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.Thi

264、s Amendment may be executed in counterparts and if so executed will be enforceable and effective upon theexchange of executed counterparts,including by facsimile or electronic transmissions of executed counterparts.Signature page followsDuly authorized representatives of the Parties have executed th

265、is Amendment.COSTCO WHOLESALE CORPORATION CITIBANK,N.A.By:/s/Sandy TorreyBy:/s/Jennifer LonginoName:Sandy TorreyName:Jennifer LonginoTitle:SVP,Corporate MarketingTitle:Vice PresidentSchedule 4.06(a)-1Additional Co-Branded Cardholder BenefitsCar RentalNo country exclusions.No vehicle exclusionsDamage

266、&TheftPurchase ProtectionUp to 120 days post purchase.Up to$1,000 per claim,$50,000 per year.Travel AccidentUp to$250,000Travel&EmergencyAssistanceEmergency travel arrangements,cash transfers,medicalreferrals,etc.Roadside AssistanceDispatch service for roadside support.Exhibit 31.1CERTIFICATIONSI,W.

267、Craig Jelinek,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 untrue statement of a material fact or omit to state a material fact necessary tomake the statements made,in ligh

268、t 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 financial information included in this report,fairly present in all materialrespects the financial condition,results

269、 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 maintaining disclosure controls and procedures(asdefined in Exchange Act Rules 13a-15(e)and 15d-15(e)and internal

270、 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 disclosure controls and procedures to be designed underour supervision,to ensure that material information relating to

271、 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 such internal control over financial reporting,or caused such internal control over financial reporting to be de

272、signedunder our supervision,to provide reasonable assurance regarding the reliability 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 contro

273、ls 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 onsuch evaluation;andd)Disclosed in this report any change in the registrants internal control over financial repor

274、ting 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 to materially affect,the registrants internal control over financial reporting;and5)The registrants other cert

275、ifying 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 board of directors(or persons performing the equivalentfunctions):a)All significant deficiencies and material w

276、eaknesses 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 report financial information;andb)Any fraud,whether or not material,that involves management or other employees who

277、 have a significant role in the registrantsinternal control over financial reporting.December 29,2022/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 Corporatio

278、n(“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 with respect to theperiod covered

279、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 presented in this report;4)The regis

280、trants 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)and 15d-15(f)for the registrant and

281、 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 by others within those entities,par

282、ticularly 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 reliability of financial reporting a

283、nd 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 effectiveness of the disclosure contro

284、ls 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 registrants fourth fiscal quarter in t

285、he 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 internal control over financialre

286、porting,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 reporting whichare reasonably likely t

287、o 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 reporting.December 29,2022/s/RICHAR

288、D A.GALANTIRichard A.GalantiExecutive Vice President,Chief Financial Officer and DirectorExhibit 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)o

289、n Form 10-Q for the quarter ended November 20,2022,as filed with the Securities and 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

290、:(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 financial condition and results of operations of theCompany./s/W.CRAIG JELINEK Date:December 2

291、9,2022W.Craig Jelinek Chief Executive 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.CERTIFICATION PURSUANT TO18 U.S.C.SECTION

292、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 November 20,2022,as filed with the Securities and Exchange Commission(the Report),I,Richard A.Galanti,Executi

293、ve Vice President,Chief Financial Officerand Director of the Company,certify,pursuant to 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;an

294、d(2)The information contained in the Report fairly presents,in all material respects,the financial condition and results of operations of theCompany./s/RICHARD A.GALANTI Date:December 29,2022Richard 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.