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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 1, 2019August 29, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-20355
Costco Wholesale Corporation
(Exact name of registrant as specified in its charter)
Washington91-1223280
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer Identification No.)
999 Lake Drive, Issaquah, WA 98027
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (425) 313-8100
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol
Name of each exchange on

which registered
Common Stock, $.01 Par ValueCOSTThe NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESYes ☒   NO No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES Yes    NO   No ☒ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESYes ☒   NO No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YESYes ☒   NO No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES Yes    NO    No 
The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 17, 201914, 2021 was 95,005,703,244.$155,810,963,274.
The number of shares outstanding of the registrant’s common stock as of October 3, 2019September 28, 2021, was 439,656,950.441,823,811.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on January 22, 2020,20, 2022, are incorporated by reference into Part III of this Form 10-K.



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COSTCO WHOLESALE CORPORATION
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 1, 2019AUGUST 29, 2021
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INFORMATION RELATING TO FORWARD LOOKING STATEMENTS
Certain statements contained in this Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. They include statements that address activities, events, conditions or developments that we expect or anticipate may occur in the future and may relate to such matters as sales growth, changes in comparable sales, cannibalization of existing locations by new openings, price or fee changes, earnings performance, earnings per share, stock-based compensation expense, warehouse openings and closures, capital spending, the effect of adopting certain accounting standards, future financial reporting, financing, margins, return on invested capital, strategic direction, expense controls, membership renewal rates, shopping frequency, litigation, and the demand for our products and services. Forward-looking statements may also be identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements, including, without limitation, the factors set forth in the section titled “Item 1A-Risk Factors”, and other factors noted in the section titled “Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations” and in the consolidated financial statements and related notes in Item 8 of this Report. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements, except as required by law.
PART I
Item 1—Business
Costco Wholesale Corporation and its subsidiaries (Costco or the Company) began operations in 1983, in Seattle, Washington. We are principally engaged in the operation of membership warehouses in the United States (U.S.) and Puerto Rico, Canada, United Kingdom (U.K.), Mexico, Japan, Korea, Australia, Spain, France, Iceland, China, and through a majority-owned subsidiary in Taiwan. Costco operated 782, 762,815, 795, and 741782 warehouses worldwide at August 29, 2021, August 30, 2020, and September 1, 2019, September 2, 2018,respectively. The Company operates e-commerce websites in the U.S., Canada, Mexico, U.K., Korea, Taiwan, Japan, and September 3, 2017, respectively.Australia. Our common stock trades on the NASDAQ Global Select Market, under the symbol “COST.”
We report on a 52/53-week fiscal year, consisting of thirteen four-week periods and ending on the Sunday nearest the end of August. The first three quarters consist of three periods each, and the fourth quarter consists of four periods (five weeks in the thirteenth period in a 53-week year). The material seasonal impact in our operations is increased net sales and earnings during the winter holiday season. References to 20192021, 2020, and 20182019 relate to the 52-week fiscal years ended August 29, 2021, August 30, 2020, and September 1, 2019, and September 2, 2018, respectively. References to 2017 relate to the 53-week fiscal year ended September 3, 2017.
General
We operate membership warehouses and e-commerce websites based on the concept that offering our members low prices on a limited selection of nationally brandednationally-branded and private-label products in a wide range of categories will produce high sales volumes and rapid inventory turnover. When combined with the operating efficiencies achieved by volume purchasing, efficient distribution and reduced handling of merchandise in no-frills, self-service warehouse facilities, these volumes and turnover enable us to operate profitably at significantly lower gross margins (net sales less merchandise costs) than most other retailers. We generally sell inventory before we are required to pay for it, even while taking advantage of early payment discounts.
We buy most of our merchandise directly from manufacturers and route it to cross-docking consolidation points (depots) or directly to our warehouses. Our depots receive large shipments from manufacturers and quickly ship these goods to warehouses. This process creates freight volume and handling efficiencies, lowering costs associated with traditional multiple-step distribution channels. For our e-
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commerce operations we ship merchandise through our depots, our logistics operations for big and bulky items, as well as through drop-ship and other delivery arrangements with our suppliers.
Our average warehouse space is approximately 146,000 square feet, with newer units being slightly larger. Floor plans are designed for economy and efficiency in the use of selling space, the handling of merchandise,

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and the control of inventory. Because shoppers are attracted principally by the quality of merchandise and low prices, our warehouses are not elaborate. By strictly controlling the entrances and exits and using a membership format, we believe our inventory losses (shrinkage) are well below those of typical retail operations.
Our warehouses on average operate on a seven-day, 70-hour week. Gasoline operations generally have extended hours. Because the hours of operation are shorter than other retailers, and due to other efficiencies inherent in a warehouse-type operation, labor costs are lower relative to the volume of sales. Merchandise is generally stored on racks above the sales floor and displayed on pallets containing large quantities, reducing labor required. In general, with variations by country, our warehouses accept certain credit cards, including Costco co-branded cards, debit cards, cash and checks, co-brand cardholder rebates, Executive member 2% reward certificates and our proprietary stored-value card (shop card).
Our strategy is to provide our members with a broad range of high-quality merchandise at prices we believe are consistently lower than elsewhere. We seek to limit most items to fast-selling models, sizes, and colors. We carry an average of approximately 3,700less than 4,000 active stock keeping units (SKUs) per warehouse in our core warehouse business, significantly less than other broadline retailers. We average anywhere from 9,000 to 11,000 SKUs online, some of which are also available in our warehouses. Many consumable products are offered for sale in case, carton, or multiple-pack quantities only.
In keeping with our policy of member satisfaction, we generally accept returns of merchandise. On certain electronic items, we typically have a 90-day return policy and provide, free of charge, technical support services, as well as an extended warranty. Additional third-party warranty coverage is sold on certain electronic items.
We offer merchandise and services in the following categories:
Core Merchandise Categories (or core business):
FoodFoods and Sundries (including sundries, dry foods, packaged foods, groceries, snack foods,grocery, candy, alcoholiccooler, freezer, deli, liquor, and nonalcoholic beverages,tobacco)
Non-Foods (previously Hardlines and cleaning supplies)
Hardlines (includingSoftlines; including major appliances, electronics, health and beauty aids, hardware, and garden and patio)
patio, sporting goods, tires, toys and seasonal, office supplies, automotive care, postage, tickets, apparel, small appliances, furniture, domestics, housewares, special order kiosk, and jewelry)
Fresh Foods (including meat, produce, service deli, and bakery)
Softlines (including apparelWarehouse Ancillary (includes gasoline, pharmacy, optical, food court, hearing aids, and small appliances)
tire installation) and Other Businesses (includes e-commerce, business centers, travel, and other)
Ancillary (including gasoline and pharmacy businesses)
AncillaryWarehouse ancillary businesses operate primarily within or next to our warehouses, provide expanded products and services, encouraging members to shop more frequently. These businesses include gas stations, pharmacies, optical dispensing centers, food courts, and hearing-aid centers. The number of warehouses with gas stations varies significantly by country, and we do not currently operate ourhave no gasoline business in Korea France or China. We operated 593636 gas stations at the end of 2019.2021. Net sales for our gasoline business represented approximately 11%9% of total net sales in 2019.2021.
Our other businesses sell products and services that complement our warehouse operations (core and warehouse ancillary businesses). Our e-commerce operations allow us to connect with ourgive members onlineconvenience and provide additional productsa broader selection of goods and services, many not found in our warehouses. At the end of 2019, we operated e-commerce websites in the U.S., Canada, Mexico, U.K., Korea, and Taiwan.services. Net sales for e-commerce represented approximately 4%7% of total net sales in 2019. Additionally,2021. This figure does not consider other services we offer online in certain countries such as business delivery, travel, same-day grocery, and various other services. Our business centers carry items tailored specifically for food services, onlineconvenience stores and offices, and offer walk-in shopping and deliveries. Business centers are included in certain countries.our total warehouse count. Costco Travel offers vacation
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packages, hotels, cruises, and other travel products exclusively for Costco members (offered in the U.S., Canada, and the U.K.).
We have direct buying relationships with many producers of national brand-name merchandise. We do not obtain a significant portion of merchandise from any one supplier. We generallyThe COVID-19 pandemic created unprecedented supply constraints, including disruptions and delays that have not experienced difficulty in obtaining sufficient quantitiesimpacted and could continue to impact the flow and availability of merchandise and believe that if currentcertain products. When sources of supply becamebecome unavailable, we would be able to obtainseek alternative sources without substantial disruption of our business.sources. We also purchase and manufacture private-label merchandise, as long as quality and member demand are high and the value to our members is significant.

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Certain financial information for our segments and geographic areas is included in Note 1112 to the consolidated financial statements included in Item 8 of this Report.
Membership
Our members may utilize their memberships at all of our warehouses worldwide.and websites. Gold Star memberships are available to individuals; Business memberships are limited to businesses, including individuals with a business license, retail sales license or comparable document. Business members may add additional cardholders (affiliates), to which the same annual fee applies. Affiliates are not available for Gold Star members. Our annual fee for these memberships is $60 in our U.S. and Canadian operations and varies in other countries. All paid memberships include a free household card.
Our member renewal rate was 91% in the U.S. and Canada and 88% on a89% worldwide basis at the end of 2019.2021. The majority of members renew within six months following their renewal date. Our renewal rate is a trailing calculation that captures renewals during the period seven to eighteen months prior to the reporting date.
Our membership counts include active memberships as well as memberships that have not renewed within the 12 months prior to the reporting date. At the end of 2020, we standardized our membership count methodology globally to be consistent with the U.S. and Canada, which resulted in the addition to the count of approximately 2.0 million total cardholders for 2020, of which 1.3 million were paid members. The change did not impact 2019. Membership fee income and the renewal rate calculations were not affected. Our membership was made up of the following (in thousands):
2019 2018 2017202120202019
Gold Star42,900
 40,700
 38,600
Gold Star50,200 46,800 42,900 
Business, including affiliates11,000
 10,900
 10,800
Business, including affiliates11,500 11,300 11,000 
Total paid members53,900
 51,600
 49,400
Total paid members61,700 58,100 53,900 
Household cards44,600
 42,700
 40,900
Household cards49,900 47,400 44,600 
Total cardholders98,500
 94,300
 90,300
Total cardholders111,600 105,500 98,500 
Paid cardholders (except affiliates) are eligible to upgrade to an Executive membership in the U.S. and Canada, for an additional annual fee of $60. Executive memberships are also available in Mexico, the U.K., Japan, Korea, and Korea,Taiwan, for which the additional annual fee varies. Executive members earn a 2% reward on qualified purchases (up(generally up to a maximum reward of $1,000 per year in the U.S. and Canada and varies in Mexico, the U.K. and Korea)year), which can be redeemed only at Costco warehouses. This program also offers (except in Mexico and Korea), access to additional savings and benefits on various business and consumer services, such as auto and home insurance, the Costco auto purchase program, and check printing. These services are generally provided by third parties and vary by state and country. Executive members whototaled 25.6 million and represented 39%55% of paid members (excluding affiliates) in the U.S. and Canada and 17% of paid members (excluding affiliates) in our Other International operations at the end of 2019,2021. They generally shop more frequently and spend more than other members.
Labor
Our employee count was as follows:
 2019 2018 2017
Full-time employees149,000
 143,000
 133,000
Part-time employees105,000
 102,000
 98,000
Total employees254,000
 245,000
 231,000
Approximately 16,000 employees are union employees. We consider our employee relations to be very good.

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Human Capital
Our Code of Ethics requires that we “Take Care of Our Employees,” which is fundamental to the obligation to “Take Care of Our Members.” We must also carefully control our selling, general and administrative (SG&A) expenses, so that we can sell high quality goods and services at low prices. Compensation and benefits for employees is our largest expense after the cost of merchandise and is carefully monitored.
At the end of 2021, we employed 288,000 employees worldwide. The large majority (approximately 95%) is employed in our membership warehouses and distribution channels and approximately 17,000 employees are represented by unions. We also utilize seasonal employees during peak periods. The total number of employees by segment is:
Number of Employees
202120202019
United States192,000 181,000 167,000 
Canada47,000 46,000 42,000 
Other International49,000 46,000 45,000 
Total employees288,000 273,000 254,000 
We believe that our warehouses are among the most productive in the retail industry, owing in substantial part to the commitment and efficiency of our employees. We seek to provide them not merely with employment but careers. Many attributes of our business contribute to the objective; the more significant include: competitive compensation and benefits for those working in our membership warehouses and distributions channels; a commitment to promoting from within; and maintaining a ratio of at least 50% of our employee base being full-time employees. These attributes contribute to what we consider, especially for the industry, a high retention rate. In 2021, in the U.S. that rate was above 90% for employees who have been with us for at least one year.
The commitment to “Take Care of Our Employees” is also the foundation of our approach to diversity, equity and inclusion and creating an inclusive and respectful workplace. In 2021, we added training and communication for managers on topics of race, bias and equity, and greater visibility of our employee demographics. Embracing differences is important to the growth of our Company. It leads to more opportunities, innovation, and employee satisfaction and connects us to the communities where we do business.
Costco is firmly committed to helping protect the health and safety of our members and employees and to serving our communities. In response to the COVID-19 pandemic and its associated challenges, we began providing premium pay to the majority of our hourly employees in March 2020 and continued for a full year through February 2021, at which time a portion of the premium was built permanently into our hourly wage scales in the U.S. In fall 2020, we also began offering employees additional paid time off to attend to child care and schooling needs through the 2021 school year. As the global effect of coronavirus (COVID-19) continues to evolve, we are closely monitoring the changing situation and complying with public health guidance.
For more detailed information regarding our programs and initiatives, see “Employees” within our Sustainability Commitment (located on our website). This report and other information on our website are not incorporated by reference into and do not form any part of this Annual Report.
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Competition
Our industry is highly competitive, based on factors such as price, merchandise quality and selection, location, convenience, distribution strategy, and customer service. We compete on a worldwide basis with global, national, and regional wholesalers and retailers, including supermarkets, supercenters, internet retailers, gasoline stations, hard discounters, department and specialty stores, and operators selling a single category or narrow range of merchandise. Walmart, Target, Kroger, and Amazon.comAmazon are among our significant general merchandise retail competitors.competitors in the U.S. We also compete with other warehouse clubs (primarilyincluding Walmart’s Sam’s Club and BJ’s Wholesale Club),Club, and many of the major metropolitan areas in the U.S. and certain of our Other International locations have multiple club operations.clubs.
Intellectual Property
We believe that, to varying degrees, our trademarks, trade names, copyrights, proprietary processes, trade secrets, trade dress, domain names and similar intellectual property add significant value to our business and are important to our success. We have invested significantly in the development and protection of our well-recognized brands, including the Costco Wholesale® trademarks and our private-label brand, Kirkland Signature®.Signature. We believe that Kirkland Signature products are high quality, offered to our members at prices that are generally lower than national brands, and that they help lower costs, differentiate our merchandise offerings, and generally earn higher margins. We expect to continue to increase the sales penetration of our private-label items.
We rely on trademark and copyright laws, trade-secret protection, and confidentiality, license and other agreements with our suppliers, employees and others to protect our intellectual property. The availability and duration of trademark registrations vary by country; however, trademarks are generally valid and may be renewed indefinitely as long as they are in use and registrations are maintained.
Available Information
Our U.S. website is www.costco.com. We make available through the Investor Relations section of that site, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Forms 3, 4 and 5, and any amendments to those reports, as soon as reasonably practicable after filing such materials with or furnishing such documents to the Securities and Exchange Commission (SEC). The information found on our website is not part of this or any other report filed with or furnished to the SEC. The SEC maintains a site that contains reports, proxy and information statements, and other information regarding issuers, such as the Company, that file electronically with the SEC at www.sec.gov.
We have adopted a code of ethics for senior financial officers, pursuant to Section 406 of the Sarbanes-Oxley Act. Copies of the code are available free of charge by writing to Secretary, Costco Wholesale Corporation, 999 Lake Drive, Issaquah, WA 98027. If the Company makes any amendments to this code (other than technical, administrative, or non-substantive amendments) or grants any waivers, including implicit waivers, to the CEO, chief financial officer or principal accounting officer and controller, we will disclose (on our website or in a Form 8-K report filed with the SEC) the nature of the amendment or waiver, its effective date, and to whom it applies.













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Information about our Executive Officers
The executive officers of Costco, their position, and ages are listed below. All executive officers have over 25 years of service with the Company.
NamePositionExecutive
Officer
Since
Age
W. Craig JelinekPresident and Chief Executive Officer. Mr. Jelinek has been President and Chief Executive Officer since January 2012 and a director since February 2010. He was President and Chief Operating Officer from February 2010 to December 2011. Prior to that he was Executive Vice President, Chief Operating Officer, Merchandising since 2004.199569
Richard A. GalantiExecutive Vice President and Chief Financial Officer. Mr. Galanti has been a director since January 1995.199365
Jim C. KlauerExecutive Vice President, Chief Operating Officer, Northern Division. Mr. Klauer was Senior Vice President, Non-Foods and E-commerce Merchandise, from 2013 to January 2018.201859
Patrick J. CallansExecutive Vice President, Administration. Mr. Callans was Senior Vice President, Human Resources and Risk Management, from 2013 to December 2018.201959
Russ D. MillerExecutive Vice President, Chief Operating Officer, Southern Division and Mexico. Mr. Miller was Senior Vice President, Western Canada Region, from 2001 to January 2018.201864
James P. MurphyExecutive Vice President, Chief Operating Officer, International. Mr. Murphy was Senior Vice President, International, from 2004 to October 2010.201168
Joseph P. PorteraExecutive Vice President, Chief Operating Officer, Eastern and Canadian Divisions. Mr. Portera has held these positions since 1994 and has been the Chief Diversity Officer since 2010.199469
Timothy L. RoseExecutive Vice President, Ancillary Businesses, Manufacturing, and Business Centers. Mr. Rose was Senior Vice President, Merchandising, Foods and Sundries and Private Label, from 1995 to December 2012.201369
Yoram RubanenkoExecutive Vice President, Northeast and Southeast Regions. Mr. Rubanenko was Senior Vice President and General Manager, Southeast Region, from 2013 to September 2021, and Vice President, Regional Operations Manager for the Northeast Region, from 1998 to 2013.202157
Ron M. VachrisExecutive Vice President, Chief Operating Officer, Merchandising. Mr. Vachris was Senior Vice President, Real Estate Development, from August 2015 to June 2016, and Senior Vice President, General Manager, Northwest Region, from 2010 to July 2015.201656
8
NamePosition
Executive
Officer
Since
Age
W. Craig JelinekPresident and Chief Executive Officer. Mr. Jelinek has been President and Chief Executive Officer since January 2012 and a director since February 2010. He was President and Chief Operating Officer from February 2010 to December 2011. Prior to that he was Executive Vice President, Chief Operating Officer, Merchandising since 2004.199567
Richard A. GalantiExecutive Vice President and Chief Financial Officer. Mr. Galanti has been a director since January 1995.199363
Jim C. Klauer
Executive Vice President, Chief Operating Officer, Northern Division. Mr. Klauer was Senior Vice President, Non Foods and E-commerce merchandise, from 2013 to January 2018.

201857
Patrick J. CallansExecutive Vice President, Administration. Mr. Callans was Senior Vice President, Human Resources and Risk Management, from 2013 to December 2018.201957
Russ D. MillerExecutive Vice President, Chief Operating Officer, Southern Division and Mexico. Mr. Miller was Senior Vice President, Western Canada Region, from 2001 to January 2018.201862
Paul G. MoultonExecutive Vice President, Chief Information Officer. Mr. Moulton was Executive Vice President, Real Estate Development, from 2001 until March 2010.200168
James P. MurphyExecutive Vice President, Chief Operating Officer, International. Mr. Murphy was Senior Vice President, International, from 2004 to October 2010.201166
Joseph P. PorteraExecutive Vice President, Chief Operating Officer, Eastern and Canadian Divisions. Mr. Portera has held these positions since 1994 and has been the Chief Diversity Officer since 2010.199467
Timothy L. RoseExecutive Vice President, Ancillary Businesses, Manufacturing, and Business Centers. Mr. Rose was Senior Vice President, Merchandising, Food and Sundries and Private Label, from 1995 to December 2012.201367
Ron M. VachrisExecutive Vice President, Chief Operating Officer, Merchandising. Mr. Vachris was Senior Vice President, Real Estate Development, from August 2015 to June 2016, and Senior Vice President, General Manager, Northwest Region, from 2010 to July 2015.201654

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Item 1A—Risk Factors
The risks described below could materially and adversely affect our business, financial condition and results of operations. We could also be affected by additional risks that apply to all companies operating in the U.S. and globally, as well as other risks that are not presently known to us or that we currently consider to be immaterial. These Risk Factors should be carefully reviewed in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and our consolidated financial statements and related notes in Item 8 of this Report.
Business and Operating Risks

We are highly dependent on the financial performance of our U.S. and Canadian operations.
Our financial and operational performance is highly dependent on our U.S. and Canadian operations, which comprised 87%86% and 84%81% of net sales and operating income in 2019,2021, respectively. Within the U.S., we are highly dependent on our California operations, which comprised 30%28% of U.S. net sales in 2019.2021. Our California market, in general, has a larger percentage of higher volume warehouses as compared to our other domestic markets. Any substantial slowing or sustained decline in these operations could materially adversely affect our business and financial results. Declines in financial performance of our U.S. operations, particularly in California, and our Canadian operations could arise from, among other things: slow growth or declines in comparable warehouse sales (comparable sales); negative trends in operating expenses, including increased labor, healthcare and energy costs; failing to meet targets for warehouse openings; cannibalizing existing locations with new warehouses; shifts in sales mix toward lower gross margin products; changes or uncertainties in economic conditions in our markets, including higher levels of unemployment and depressed home values; and failing to consistently provide high quality and innovative new products.
We may be unsuccessful implementing our growth strategy, including expanding our business in existing markets and new markets, and integrating acquisitions, which could have an adverse impact on our business, financial condition and results of operations.
Our growth is dependent, in part, on our ability to acquire property and build or lease new warehouses and depots. We compete with other retailers and businesses for suitable locations. Local land use and other regulations restricting the construction and operation of our warehouses and depots, as well as local community actions opposed to the location of our warehouses or depots at specific sites and the adoption of local laws restricting our operations and environmental regulations, may impact our ability to find suitable locations and increase the cost of sites and of constructing, leasing and operating warehouses and depots. We also may have difficulty negotiating leases or purchase agreements on acceptable terms. In addition, certain jurisdictions have enacted or proposed laws and regulations that would prevent or restrict the operation or expansion plans of certain large retailers and warehouse clubs, including us. Failure to effectively manage these and other similar factors may affect our ability to timely build or lease and operate new warehouses and depots, which could have a material adverse effect on our future growth and profitability.
We seek to expand in existing markets to attain a greater overall market share. A new warehouse may draw members away from our existing warehouses and adversely affect their comparable sales performance, member traffic, and profitability.
We intend to continue to open warehouses in new markets, including China.markets. Associated risks include difficulties in attracting members due to a lack of familiarity with us, attracting members of other wholesale club operators, our lesser familiarity with local member preferences, and seasonal differences in the market. Entry into new markets may bring us into competition with new competitors or with existing competitors with a large, established market presence. We cannot ensure that new warehouses and new e-commerce websites will be profitable and as a result, future profitability could be delayed or otherwise materially adversely affected.

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We have made and may continue to make investments and acquisitions to improve the speed, accuracy and efficiency of our supply chains and delivery channels. The effectiveness of these investments can be less predictable than opening new locations and might not provide the anticipated benefits or desired rates of return.
Our failure to maintain membership growth, loyalty and brand recognition could adversely affect our results of operations.
Membership loyalty and growth are essential to our business. The extent to which we achieve growth in our membership base, increase the penetration of Executive members,membership, and sustain high renewal rates materially influences our profitability. Damage to our brands or reputation may negatively impact comparable sales, diminish member trust, and reduce renewal rates and, accordingly, net sales and membership fee revenue, negatively impacting our results of operations.
We sell many products under our Kirkland Signature brand. Maintaining consistent product quality, competitive pricing, and availability of these products is essential to developing and maintaining member loyalty. These products also generally carry higher margins than national brand products carried in our warehouses and represent a growing portion of our overall sales. If the Kirkland Signature brand experiences a loss of member acceptance or confidence, our sales and gross margin results could be adversely affected.
Disruptions in our merchandise distribution or processing, packaging, manufacturing, and other facilities could adversely affect sales and member satisfaction.
We depend on the orderly operation of the merchandise receiving and distribution process, primarily through our depots. We also rely upon processing, packaging, manufacturing and other facilities to support our business, which includes the production of certain private-label items. Although we believe that our operations are efficient, disruptions due to fires, tornadoes, hurricanes, earthquakes, pandemics or other extreme weather conditions or catastrophic events, labor issues or other shipping problems may result in delays in the production and delivery of merchandise to our warehouses, which could adversely affect sales and the satisfaction of our members. Our e-commerce business depends heavily on third-party and in-house logistics providers and that business is negatively affected when these providers are unable to provide services in a timely fashion.
We may not timely identify or effectively respond to consumer trends, which could negatively affect our relationship with our members, the demand for our products and services, and our market share.
It is difficult to consistently and successfully predict the products and services that our members will desire. Our success depends, in part, on our ability to identify and respond to trends in demographics and consumer preferences. Failure to identify timely or effectively respond to changing consumer tastes, preferences (including those relating to sustainability of product sourcesenvironmental, social and animal welfare)governance practices) and spending patterns could negatively affect our relationship with our members, the demand for our products and services, and our market share. If we are not successful at predicting our sales trends and adjusting our purchases accordingly, we may have excess inventory, which could result in additional markdowns, or we may experience out-of-stock positions and delivery delays, which could result in higher costs, both of which would reduce our operating performance. This could have an adverse effect on net sales, gross margin and operating income.
We rely extensively onAvailability and performance of our information technology (IT) systems are vital to our business. Failure to successfully execute IT projects and have IT systems available to our business would adversely impact our operations.
IT systems play a crucial role in conducting our business. These systems are utilized to process a very high volume of transactions, compile results,conduct payment transactions, track and managevalue our business.inventory and produce reports critical for making business decisions. Failure or disruption of our primary and back-upthese systems could have an adverse impact on our ability to buy products and services from our suppliers, produce goods in our manufacturing plants, move the products in an efficient manner to our warehouses and sell products to our members. We are undertaking large technology and IT transformation projects. The failure of these
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projects could adversely affect our business. A failure to adequately update our existing systems and implement new systems could harmimpact our business plans and adversely affectpotentially impair our results ofday to day business operations.
Given the very high volume of transactions we process, it is important that we maintain uninterrupted operation of our business-critical systems. Our systems, including our back-up systems, are subjectbuild strong digital resiliency to damage or interruptionprevent disruption from events such as power outages, computer and telecommunications failures, computer viruses, internal or external security breaches, errors by employees, and catastrophic events such as fires, earthquakes, tornadoes and hurricanes,hurricanes. Any debilitating failure of our critical IT systems, data centers and errors or misfeasance by our employees. If ourbackup systems are damaged or cease to function properly, we may have to makewould require significant investments in resources to fix or replace them,restore IT services and we may suffer interruptionscause serious impairment in our operations. Any material interruption in these systems could have a material adverse effect onbusiness operations including loss of business services, increased cost of moving merchandise and failure to provide service to our business and results of operations.
members. We are currently making substantial investments in maintaining and will continueenhancing our digital resiliency and failure or delay in these projects could be costly and harmful to make investments to improve or advance critical information systems and processing capabilities.our business. Failure to monitordeliver IT transformation efforts efficiently and choose the right investments and implement them at the right pace could be harmful. The risk of system disruption is increased when significant system changes are undertaken, although we believe that our change management process should mitigate this risk. Excessive technological change could impact the effectiveness of adoption, and could make it more

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difficult for us to realize benefits. Targeting the wrong opportunities, failing to make the best investments, or making an investment commitment significantly above or below our needseffectively could result in the loss of our competitive position and adversely impact our financial condition and results of operations. The potential problems and interruptions associated with implementing technology initiatives could disrupt or reduce the efficiency of our operations. These initiatives might not provide the anticipated benefits or may provide them on a delayed schedule or at a higher cost.

We previously identified a material weakness in our internal control relatedare required to ineffective information technology general controls and if we fail to maintain an effective system of internal control in the future, this could result in loss of investor confidence and adversely impact our stock price.
Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting. We reported in our Annual Report on Form 10-K as of September 2, 2018, a material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access and program change-management over certain information technology systems that support the Company’s financial reporting processes. During 2019, we completed the remediation measures related to the material weakness and concluded that our internal control over financial reporting was effective as of September 1, 2019. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.
If we do not maintain the privacy and security of personal and business information weamidst multiplying threat landscapes and in compliance with privacy and data protection regulations globally. Failure to do so could damage our business, including our reputation with members, suppliers and employees, cause us to incur substantial additional costs, and become subject to litigation.litigation and regulatory action.
Increased security threats and more sophisticated cyber misconduct pose a risk to our systems, networks, products and services. We receive, retain,rely upon IT systems and transmit personalnetworks, some of which are managed by third parties, in connection with virtually all of our business activities. Additionally, we collect, store and process sensitive information aboutrelating to our business, members, suppliers and employees. Operating these IT systems and networks, and processing and maintaining this data, in a secure manner, is critical to our business operations and strategy. Increased remote work due to the COVID-19 pandemic has also increased the possible attack surfaces. Threats designed to gain unauthorized access to systems, networks and data, both ours and third parties with whom we work, are increasing in frequency and sophistication. Cybersecurity attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crimes and advanced persistent threats. Phishing attacks have emerged as particularly prominent, including as vectors for ransomware attacks, which have increased in breadth and frequency. While we train our employees and entrust that information to third-party business associates, including cloud service-providers that perform activities for us. Our warehouse and online businesses depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments. A compromiseas part of our security efforts, that training cannot be completely effective. These threats pose a risk to the security of our systems or defects withinand networks and the confidentiality, integrity, and availability of our hardware or software,data. It is possible that our IT systems and networks, or those managed by third parties such as cloud providers or suppliers that otherwise host confidential information, could have vulnerabilities, which could go unnoticed for a period of time. While our cybersecurity and compliance efforts seek to mitigate such risks, there can be no guarantee that the actions and controls we and our third-party service providers have implemented and are implementing, will be sufficient to protect our systems, information or other property.
The potential impacts of a material cybersecurity attack include reputational damage, litigation, government enforcement actions, penalties, disruption to systems, unauthorized release of confidential or otherwise protected information, corruption of data, diminution in the value of our business associates, that resultsinvestment in our members' or employees' information being obtained by unauthorized personsIT systems and increased cybersecurity protection and remediation costs. This could adversely affect our reputation with our members and others, as well as our operations,competitiveness, results of operations and financial condition and, liquidity,critically in light of our business model, loss of member confidence. Further, the insurance coverage we maintain and could result in litigation, government actions, or the imposition of penalties.indemnification arrangements with third-parties may be inadequate to cover claims, costs, and liabilities relating to cybersecurity incidents. In addition, data we collect, store and process is subject to a breach could require expending significant additional resources related to the securityvariety of information systemsU.S. and could disrupt our operations.
The use of data by our business and our business associates is highly regulated in all of our operating countries.Privacy and information-security laws and regulations change, and compliance with them may result in cost increases due to, among other things, systems changes and the development of new processes. If we or those with whom we share information fail to comply withinternational laws and regulations, such as the European Union's General Data Protection Regulation, (GDPR) and California Consumer Privacy Act, (CCPA), our reputation could be damaged, possibly resulting in lost business,Health Insurance Portability and we could be subjected to additional legal risk or financial losses as a result of non-compliance.Accountability Act, and other emerging privacy and cybersecurity laws across the various states and around the globe, which may carry significant potential penalties for noncompliance.
We have security measures and controls to protect personal and business information and continue to make investments to secure access to our information technology network. These measures may be undermined, however, due to the actions of outside parties, employee error, internal or external malfeasance, or otherwise, and, as a result an unauthorized party may obtain access to our data systems and misappropriate business and personal information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these techniques, timely discover or counter them, or implement adequate


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preventative measures. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and potentially have an adverse effect on our business and results of operations.
We are subject to payment-related risks.
We accept payments using a variety of methods, including cash and checks, select credit and debit cards, cash and checks, co-brand cardholder rebates, Executive member 2% reward certificates, and our shop card. As we offer new payment options to our members, we may be subject to additional rules, regulations, compliance requirements, and higher fraud losses. For certain payment methods, we pay interchange and other related acceptance fees, along with additional transaction processing fees. We rely on third parties to provide payment transaction processing services for credit and debit cards and our shop card. It could disrupt our business if these companiesparties become unwilling or unable to provide these services to us. We are also subject to evolving payment card association and network operating rules, including data security rules, certification requirements and rules governing electronic funds transfers. For example, we are subject to Payment Card Industry Data Security Standards, (“PCI DSS”), which contain compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data. If our internal systems are breached or compromised, we may be liable for card re-issuance costs, subject to fines and higher transaction fees and lose our ability to accept card payments from our members, and our business and operating results could be adversely affected.
We might sell products that cause illness or injury to our members, harm to our reputation, and expose us to litigation.
If our merchandise, such asincluding food and prepared food products for human consumption, drugs, children's products, pet products and durable goods, do not meet or are perceived not to meet applicable safety or labeling standards or our members' expectations, regarding safety, we could experience lost sales, increased costs, litigation or reputational harm. The sale of these items involves the risk of health-related illness or injury to our members. Such illnesses or injuries could result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, manufacturing, storage, handling and transportation phases, or faulty design. Our suppliers are generally contractually required to comply with product safety laws, and we are dependent on them to ensure that the products we buy comply with safety and other standards. While we are subject to governmental inspection and regulations and work to comply in all material respects with applicable laws and regulations, we cannot be sure that consumption or use of our products will not cause illness or injury or that we will not be subject to claims, lawsuits, or government investigations relating to such matters, resulting in costly product recalls and other liabilities that could adversely affect our business and results of operations. Even if a product liability claim is unsuccessful or is not fully pursued, negative publicity could adversely affect our reputation with existing and potential members and our corporate and brand image, and these effects could be long term.long-term.
If we do not successfully develop and maintain a relevant omnichannel experience for our members, our results of operations could be adversely impacted.
Omnichannel retailing is rapidly evolving, and we must keep pace with changing member expectations and new developments by our competitors. Our members are increasingly using mobile phones, tablets, computers, and other devices to shop and to interact with us through social media.media, particularly in the wake of COVID-19. We are making investments in our websites and mobile applications. If we are unable to make, improve, or develop relevant member-facing technology in a timely manner, our ability to compete and our results of operations could be adversely affected.

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Inability to attract, train and retain highly qualified employees could adversely impact our business, financial condition and results of operations.
Our success depends on the continued contributions of our employees, including members of our senior management and other key operations, IT, merchandising and administrative personnel. Failure to identify and implement a succession plan for key senior management could negatively impact our business. We must attract, train and retain a large and growing number of qualified employees, while controlling related labor costs and maintaining our core values. Our ability to control labor and benefit costs is subject to numerous internal and external factors, including the continuing impacts of the pandemic, regulatory changes, prevailing wage rates, and healthcare and other insurance costs. We compete with other retail and non-retail businesses for these employees and invest significant resources in training and motivating them. There is no assurance that we will be able to attract or retain highly qualified employees in the future, which could have a material adverse effect on our business, financial condition and results of operations.
We may incur property, casualty or other losses not covered by our insurance.
The Company is predominantly self-insuredClaims for employee health care benefits, workers’ compensation, general liability, property damage, directors’ and officers’ liability, vehicle liability, inventory loss, and inventory loss.other exposures are funded predominantly through self-insurance. Insurance coverage is maintained infor certain instancesrisks to limit exposures arising from very large losses. The types and amounts of insurance may vary from time to time based on our decisions with respect to risk retention and regulatory requirements. Significant claims or events, regulatory changes, a substantial rise in costs of health care or costs to maintain our insurance or the failure to maintain adequate insurance coverage could have an adverse impact on our financial condition and results of operations.
Although we maintain specific coverages for catastrophic property losses, we still bear a significant portion of the risk of losses incurred as a result of any physical damage to, or the destruction of, any warehouses, depots, manufacturing or home office facilities, loss or spoilage of inventory, and business interruption caused by any such events to the extent they are below catastrophic levels of coverage, as well as any losses to the extent they exceed our aggregate limits of applicable coverages.interruption. Such losses could materially impact our cash flows and results of operations.
Market and Other External Risks
We face strong competition from other retailers and warehouse club operators, which could adversely affect our business, financial condition and results of operations.
The retail business is highly competitive. We compete for members, employees, sites, products and services and in other important respects with a wide range of local, regional and national wholesalers and retailers, both in the United States and in foreign countries, including other warehouse-club operators, supermarkets, supercenters, internet retailers, gasoline stations, hard discounters, department and specialty stores and operators selling a single category or narrow range of merchandise. Such retailers and warehouse club operators compete in a variety of ways, including pricing, selection and availability, services, location, convenience, store hours, and the attractiveness and ease of use of websites and mobile applications. The evolution of retailing in online and mobile channels has improved the ability of customers to comparison shop, which has enhanced competition. Some competitors may have greater financial resources and technology capabilities, better access to merchandise, and greater market penetration than we do. Our inability to respond effectively to competitive pressures, changes in the retail markets and memberor customer expectations could result in lost market share and negatively affect our financial results.
General economic factors, domestically and internationally, may adversely affect our business, financial condition, and results of operations.
Higher energy and gasoline costs, inflation, levels of unemployment, healthcare costs, consumer debt levels, foreign-currency exchange rates, unsettled financial markets, weaknesses in housing and real estate markets, reduced consumer confidence, changes and uncertainties related to government fiscal
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and tax policies including changes in tax rates, duties, tariffs, or other restrictions, sovereign debt crises, pandemics and other

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health crises, and other economic factors could adversely affect demand for our products and services, require a change in product mix, or impact the cost of or ability to purchase inventory. Additionally, actions in various countries, particularly China, the United States and the United States,Kingdom, have raised the cost of many items and created uncertainty with respect to tariff impacts on the costs of some of our merchandise. The degree of our exposure is dependent on (among other things) the type of goods, rates imposed, and timing of the tariffs. The impact to our business, including net sales and gross margin will beis influenced in part by our merchandising and pricing strategies in response to potential cost increases by us and our competitors.increases. While these potential impacts are uncertain, they could have an adverse impact on our financial results.
Prices of certain commodities, including gasoline and consumable goods used in manufacturing and our warehouse retail operations, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, inflationary pressures, labor costs, competition, market speculation, government regulations, taxes and periodic delays in delivery. Rapid and significant changes in commodity prices and our ability and desire to pass them through to our members may affect our sales and profit margins. These factors could also increase our merchandise costs and selling, general and administrative expenses, and otherwise adversely affect our operations and financial results. General economic conditions can also be affected by events like the outbreak of war or acts of terrorism.
Inflationary factors such as increases in merchandise costs may adversely affect our business, financial condition and results of operations. If inflation on merchandise increases beyond our ability to control we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand. Certain merchandise categories were impacted by inflation higher than what we have experienced in recent years due to, among other things, the continuing impacts of the pandemic and uncertain economic environment.
Suppliers may be unable to timely supply us with quality merchandise at competitive prices or may fail to adhere to our high standards, resulting in adverse effects on our business, merchandise inventories, sales, and profit margins.
We depend heavily on our ability to purchase quality merchandise in sufficient quantities at competitive prices. As the quantities we require continue to grow, we have no assurances of continued supply, appropriate pricing or access to new products, and any supplier has the ability to change the terms upon which they sell to us or discontinue selling to us. Member demands may lead to out-of-stock positions leading tocausing a loss of sales and profits.
We buy from numerous domestic and foreign manufacturers and importers. Our inability to acquire suitable merchandise on acceptable terms or the loss of key suppliers could negatively affect us. We may not be able to develop relationships with new suppliers, and products from alternative sources, if any, may be of a lesser quality or more expensive. Because of our efforts to adhere to high quality standards for which available supply may be limited, particularly for certain food items, the large volumes we demand may not be consistently available.
Our suppliers (and those they depend upon for materials and services) are subject to risks, including labor disputes, union organizing activities, financial liquidity, inclementnatural disasters, extreme weather natural disasters,conditions, public health emergencies, supply constraints and general economic and political conditions that could limit their ability to timely provide us with acceptable merchandise. One or more of our suppliers might not adhere to our quality control, packaging, legal, regulatory, labor, environmental or animal welfare standards. These deficiencies may delay or preclude delivery of merchandise to us and might not be identified before we sell such merchandise to our members. This failure could lead to recalls and litigation and otherwise damage our reputation and our brands, increase costs, and otherwise adversely impact our business.
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Fluctuations in foreign exchange rates may adversely affect our results of operations.
During 2019,2021, our international operations, including Canada, generated 27%28% and 35%36% of our net sales and operating income, respectively. Our international operations have accounted for an increasing portion of our warehouses, and we plan to continue international growth. To prepare our consolidated financial statements, we translate the financial statements of our international operations from local currencies into U.S. dollars using current exchange rates. Future fluctuations in exchange rates that are unfavorable to us may adversely affect the financial performance of our Canadian and Other International operations and have a corresponding adverse period-over-period effect on our results of operations. As we continue to expand internationally, our exposure to fluctuations in foreign exchange rates may increase.

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A portion of the products we purchase is paid for in a currency other than the local currency of the country in which the goods are sold. Currency fluctuations may increase our cost of goodsmerchandise costs and may not be passed on to members. Consequently, fluctuations in currency exchange rates may adversely affect our results of operations.
Natural disasters, extreme weather conditions, public health emergencies or other catastrophescatastrophic events could negatively affect our business, financial condition, and results of operations.
Natural disasters and extreme weather conditions, such as hurricanes, typhoons, floods, earthquakes, wildfires, droughts; acts of terrorism or earthquakes,violence, including active shooter situations; energy shortages; public health issues, including pandemics and quarantines, particularly in California or Washington state, where our centralized operating systems and administrative personnel are located, could negatively affect our operations and financial performance. Such events could result in physical damage to our properties, limitations on store operating hours, less frequent visits by members to physical locations, the temporary closure of warehouses, depots, manufacturing or home office facilities, the temporary lack of an adequate work force, disruptions to our IT systems, the temporary or long-term disruption in the supply of products from some local or overseas suppliers, the temporary disruption in the transport of goods to or from overseas, delays in the delivery of goods to our warehouses or depots, and the temporary reduction in the availability of products in our warehouses. Public health issues, whether occurring in the U.S. or abroad, could disrupt our operations, disrupt the operations of suppliers or members, or have an adverse impact on consumer spending and confidence levels. These events could also reduce demand for our products or make it difficult or impossible to procure products. We may be required to suspend operations in some or all of our locations, which could have a material adverse effect on our business, financial condition and results of operations.
The COVID-19 pandemic continues to affect our business, financial condition and results of operations in many respects.
The continuing impacts of the COVID-19 pandemic are highly unpredictable and volatile and are affecting certain business operations, demand for our products and services, in-stock positions, costs of doing business, availability of labor, access to inventory, supply chain operations, our ability to predict future performance, exposure to litigation, and our financial performance, among other things.
The pandemic has resulted in widespread and continuing impacts on the global economy and on our employees, members, suppliers and other people and entities with which we do business. There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business and government shutdowns. The pandemic and any preventative or protective actions that governments or we may take may result in business disruption, reduced member traffic and reduced sales in certain merchandise categories, and increased operating expenses.

The pandemic is continuing to impact the global supply chain, with restrictions and limitations on business activities causing disruption and delay, which have strained certain domestic and international supply chains, and could continue to negatively affect the flow or availability of certain products. Member demand for certain products has and may continue to fluctuate as the pandemic progresses and member
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behaviors change, which may challenge our ability to anticipate and/or adjust inventory levels to meet that demand. Similarly, increased demand for online purchases of products has impacted our fulfillment operations, resulting in delays in deliveries and lost sales from being out of stock for certain SKUs.

Failure to appropriately respond, or the perception of an inadequate response to evolving events around the pandemic, could cause reputational harm to our brand and subject us to lost sales, as well as claims from employees, members, suppliers, regulators or other parties. Additionally, a future outbreak of confirmed cases of COVID-19 in our facilities could result in temporary or sustained workforce shortages or facility closures, which would negatively impact our business and results of operations. Some jurisdictions have taken measures intended to expand the availability of workers compensation or to change the presumptions applicable to workers compensation measures. These actions may increase our exposure to claims and increase our costs.

Other factors and uncertainties include, but are not limited to:

The severity and duration of the pandemic, including future mutations or related variants of the virus in areas in which we operate;
Evolving macroeconomic factors, including general economic uncertainty, unemployment rates, and recessionary pressures;
Changes in labor markets affecting us and our suppliers;
Unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response;
The pace of recovery when the pandemic subsides.
The long-term impact of the pandemic on our business, including consumer behaviors; and
Disruption and volatility within the financial and credit markets.

To the extent that COVID-19 continues to adversely affect the U.S. and global economy, our business, results of operations, cash flows, or financial condition, it may also heighten other risks described in this section, including but not limited to those related to consumer behavior and expectations, competition, brand reputation, implementation of strategic initiatives, cybersecurity threats, payment-related risks, technology systems disruption, supply chain disruptions, labor availability and cost, litigation, operational risk as a result of remote work arrangements and regulatory requirements.

Factors associated with climate change could adversely affect our business.
We use natural gas, diesel fuel, gasoline, and electricity in our distribution and warehouse operations. U.S. and foreign governmentGovernment regulations limiting carbon dioxide and other greenhouse gas emissions may increase compliance and merchandise costs, and other regulation affecting energy inputs could materially affect our profitability. Climate change, and extreme weather conditions, such as hurricanes, thunderstorms, tornadoes,wildfires, droughts and snow or ice storms, as well as rising sea levels could affect our ability to procure commodities at costs and in quantities we currently experience. We also sell a substantial amount of gasoline, the demand for which could be impacted by concerns about climate change and which could face increased regulation.
Failure to meet financial market expectations could adversely affect the market price and volatility of our stock.
We believe that the price of our stock currently reflects high market expectations for our future operating results. Any failure to meet or delay in meeting these expectations, including our warehouse and e-commerce comparable sales growth rates, membership renewal rates, new member sign-ups, gross margin, earnings, earnings per share, new warehouse openings, or dividend or stock repurchase policies could cause the market price of our stock to decline.
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Legal and Regulatory Risks
Our international operationsWe are subject us to risks associated with the legislative, judicial, accounting, regulatory, political and economic factors specific to the countries or regions in which we operate, which could adversely affect our business, financial condition and results of operations.
At the end of 2019,2021, we operated 239251 warehouses outside of the U.S., and we plan to continue expanding our international operations. Future operating results internationally could be negatively affected by a variety of factors, many similar to those we face in the U.S., certain of which are beyond our control. These factors include political and economic conditions, regulatory constraints, currency regulations, policy changes such as the withdrawal of the U.K.'s vote to withdraw from the European Union, commonly known as "Brexit", and other matters in any of the countries or regions in which we operate, now or in the future. Other factors that may impact international operations include foreign trade (including tariffs and trade sanctions), monetary and fiscal policies and the laws and regulations of the U.S. and foreign governments, agencies and similar organizations, and risks associated with having major facilities in locations which have been historically less stable than the U.S. Risks inherent in international operations also include, among others, the costs and difficulties of

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managing international operations, adverse tax consequences, and difficulty in enforcing intellectual property rights.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations.
Accounting principles and related pronouncements, implementation guidelines, and interpretations we apply to a wide range of matters that are relevant to our business, including self-insurance liabilities, and income taxes, are highly complex and involve subjective assumptions, estimates and judgments by our management. Changes in rules or interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported or expected financial performance and have a material impact on our consolidated financial statements.
We are exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act.
Section 404 of the Sarbanes-Oxley Act of 2002 requires management assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.
Changes in tax rates, new U.S. or foreign tax legislation, and exposure to additional tax liabilities.liabilities could adversely affect our financial condition and results of operations.
We are subject to a variety of taxes and tax collection and remittance obligations in the U.S. and numerous foreign jurisdictions. Additionally, at any point in time, we may be under examination for value added, sales-based, payroll, product, import or other non-income taxes. We may recognize additional tax expense, be subject to additional tax liabilities, or incur losses and penalties, due to changes in laws, regulations, administrative practices, principles, assessments by authorities and interpretations related to tax, including tax rules in various jurisdictions. We compute our income tax provision based on enacted tax rates in the countries in which we operate. As tax rates vary among countries, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall tax provision. Additionally, changes in the enacted tax rates or adverse outcomes in tax audits, including transfer pricing disputes, could have a material adverse effect on our financial condition and results of operations.
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Significant changes in or failure to comply with regulations relating to the use, storage, discharge and disposal of hazardous materials, hazardous and non-hazardous wastes and other environmental matters could adversely impact our business, financial condition and results of operations.
We are subject to a wide varietyand increasingly broad array of federal, state, regional, local and international laws and regulations relating to the use, storage, discharge and disposal of hazardous materials, hazardous and non-hazardous wastes and other environmental matters. Failure to comply with these laws could result in harm to our members, employees or others, significant costs to satisfy environmental compliance, remediation or compensatory requirements, or the imposition of severe penalties or restrictions on operations by governmental agencies or courts that could adversely affect our business, financial condition and results of operations.
Operations at our facilities require the treatment and disposal of wastewater, stormwater and agricultural and food processing wastes, the use and maintenance of refrigeration systems, including ammonia-based chillers, noise, odor and dust management, the operation of mechanized processing equipment, and other operations that potentially could affect the environment and public health and safety. Failure to comply with current and future environmental, health and safety standards could result in the imposition of fines and penalties, illness or injury of our employees, and claims or lawsuits related to such illnesses or injuries, and temporary closures or limits on the operations of facilities.
We are involved in a number of legal proceedings and audits and some of these outcomes could adversely affect our business, financial condition and results of operations.
Our business requires compliance with many laws and regulations. Failure to achieve compliance could subject us to lawsuits and other proceedings, and lead to damage awards, fines, penalties, and remediation costs. We are or may become involved in a number of legal proceedings and audits, including grand jury investigations, government and agency investigations, and consumer, employment, tort, unclaimed property laws, and other litigation. We cannot predict with certainty the outcomes of these proceedings and other contingencies, including environmental remediation and other proceedings commenced by governmental authorities. The outcome of some of these proceedings, audits, unclaimed property laws, and other contingencies could require us to take, or refrain from taking, actions which could negatively affect our operations or could require us to pay substantial amounts of money, adversely affecting our financial condition and results of operations. Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management's attention and resources.

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Item 1B—Unresolved Staff Comments
None.
Item 2—Properties
Warehouse Properties
At September 1, 2019,August 29, 2021, we operated 782815 membership warehouses:
Own Land
and Building
Lease Land
and/or
Building(1)
Total
United States and Puerto Rico454 110 564 
Canada89 16 105 
Other International101 45 146 
Total644 171 815 
 
Own Land
and Building
 
Lease Land
and/or
Building(1)
 Total
United States and Puerto Rico437
 106
 543
Canada86
 14
 100
Mexico38
 1
 39
United Kingdom23
 6
 29
Japan13
 13
 26
Korea12
 4
 16
Taiwan
 13
 13
Australia8
 3
 11
Spain2
 
 2
Iceland
 1
 1
France1
 
 1
China
 1
 1
Total620
 162
 782
_______________
_______________
(1)114 of the 162 leases are land-only leases, where Costco owns the building.
The following schedule shows warehouse openings, net(1)121 of closings and relocations, and expected openings through December 31, 2019:
 United States Canada 
Other
International
 Total 
Total Warehouses
in Operation
2015 and prior480
 89
 117
 686
 686
201621
 2
 6
 29
 715
201713
 6
 7
 26
 741
201813
 3
 5
 21
 762
201916
 
 4
 20
 782
2020 (expected through 12/31/2019)3
 
 
 3
 785
Total546
 100
 139
 785
  
the 171 leases are land-only leases, where Costco owns the building.
At the end of 2019,2021, our warehouses contained approximately 113.9118.9 million square feet of operating floor space: 79.983.2 million in the U.S.; 14.014.9 million in Canada; and 20.020.8 million in Other International. We operate 24 depots, with approximately 11.0 millionTotal square feet for theassociated with distribution of most merchandise shipments to the warehouses.and logistics facilities were approximately 31.4 million. Additionally, we operate various fulfillment, processing, packaging, manufacturing and other facilities to support our business, which includes the production of certain private-label items. Our executive offices are located in Issaquah, Washington, and we maintain 19 regional offices in the U.S., Canada and Other International locations.


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Item 3—Legal Proceedings
See discussion of Legal Proceedings in Note 1011 to the consolidated financial statements included in Item 8 of this Report.
Item 4—Mine Safety Disclosures
Not applicable.
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PART II
Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Dividend Policy
Our common stock is traded on the NASDAQ Global Select Market under the symbol “COST.” On October 3, 2019,September 28, 2021, we had 9,1159,958 stockholders of record.
Payment of dividends is subject to declaration by the Board of Directors. Factors considered in determining dividends include our profitability and expected capital needs. Subject to these qualifications, we presently expect to continue to pay dividends on a quarterly basis.
Issuer Purchases of Equity Securities
The following table sets forth information on our common stock repurchase activity for the fourth quarter of 20192021 (dollars in millions, except per share data):
Period  Total Number of Shares Purchased Average Price Paid per Share 
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
 Maximum Dollar Value of Shares that May Yet be Purchased under the Program
May 13—June 9, 2019 39,000
 $246.12
 39,000
 $3,985
June 10—July 7, 2019 36,000
 263.30
 36,000
 3,976
July 8—August 4, 2019 54,000
 278.15
 54,000
 3,961
August 5—September 1, 2019 65,000
 275.37
 65,000
 3,943
     Total fourth quarter 194,000
 $268.08
 194,000
  
_______________
(1)The repurchase program is conducted under a $4,000 authorization approved by our Board of Directors in April 2019, which expires in April 2023. This authorization revoked previously authorized but unused amounts, totaling $2,237.


PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
Maximum Dollar Value of Shares that May Yet be Purchased under the Program
May 10—June 6, 2021102,000 $381.50 102,000 $3,338 
June 7—July 4, 2021108,000 387.32 108,000 3,296 
July 5—August 1, 202163,000 412.73 63,000 3,270 
August 2—August 29, 202145,000 446.15 45,000 3,250 
     Total fourth quarter318,000 $398.76 318,000 
_______________
(1)The repurchase program is conducted under a $4,000 authorization approved by our Board of Directors in April 2019, which expires in April 2023.

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Performance Graph
The following graph compares the cumulative total shareholder return (stock price appreciation and the reinvestment of dividends) on an investment of $100 in Costco common stock, S&P 500 Index, and the S&P 500 Retail Index over the five years from August 31, 2014,28, 2016, through September 1, 2019.August 29, 2021.
chart-06f127ca9abf5974832a02.jpgcost-20210829_g1.jpg

The following graph provides information concerning average sales per warehouse over a 10 year period.

Average Sales Per Warehouse*
(Sales In Millions)
Year Opened# of Whses
202120$140 
202013$132 152 
201920$129 138 172 
201821$116 119 141 172 
201726$121 142 158 176 206 
201629$87 97 118 131 145 173 
201523$83 85 94 112 122 136 163 
201430$108 109 115 125 140 144 155 182 
201326$99 109 113 116 124 137 144 158 186 
2012 & Before607$155 163 169 170 169 175 188 195 205 232 
Totals815155 160 164 162 159 163 176 182 192 217 
2012201320142015201620172018201920202021
Fiscal Year
*First year sales annualized.
2017 was a 53-week fiscal year




Item 6—Reserved
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Item 6—Selected Financial Data
The following table sets forth information concerning our consolidated financial condition, operating results, and key operating metrics. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Item 7 of this Report, and our consolidated financial statements and notes thereto, included in Item 8 of this Report.
SELECTED FINANCIAL DATA
(dollars in millions, except per share data)
 Sept. 1, 2019 Sept. 2, 2018 Sept. 3, 2017 Aug. 28, 2016 Aug. 30, 2015
As of and for the year ended(52 weeks) (52 weeks) (53 weeks) (52 weeks) (52 weeks)
RESULTS OF OPERATIONS         
Net sales$149,351
 $138,434
 $126,172
 $116,073
 $113,666
Membership fees3,352
 3,142
 2,853
 2,646
 2,533
Gross margin(1) as a percentage of net sales
11.02% 11.04% 11.33% 11.35 % 11.09 %
Selling, general and administrative expenses as a percentage of net sales10.04% 10.02% 10.26% 10.40 % 10.07 %
Operating income$4,737
 $4,480
 $4,111
 $3,672
 $3,624
Net income attributable to Costco3,659
 3,134
 2,679
 2,350
 2,377
Net income per diluted common share attributable to Costco8.26
 7.09
 6.08
 5.33
 5.37
Cash dividends declared per common share2.44
 2.14
 8.90
 1.70
 6.51
Changes in comparable sales(2)
         
United States8% 9% 4% 1 % 3%
Canada2% 9% 5% (3)% (5)%
Other International2% 11% 2% (3)% (3)%
Total Company6% 9% 4% 0 % 1%
Changes in Total Company comparable sales excluding the impact of changes in foreign currency and gasoline prices (3)
6% 7% 4% 4 % 7 %
BALANCE SHEET DATA         
Net property and equipment$20,890
 $19,681
 $18,161
 $17,043
 $15,401
Total assets45,400
 40,830
 36,347
 33,163
 33,017
Long-term debt, excluding current portion5,124
 6,487
 6,573
 4,061
 4,852
Costco stockholders’ equity15,243
 12,799
 10,778
 12,079
 10,617
WAREHOUSE INFORMATION         
Warehouses in Operation         
Beginning of year762
 741
 715
 686
 663
Opened25
 25
 28
 33
 26
Closed due to relocation(5) (4) (2) (4) (3)
End of year782
 762
 741
 715
 686
MEMBERSHIP INFORMATION         
Total paid members (000's)53,900
 51,600
 49,400
 47,600
 44,600
______________
(1)Net sales less merchandise costs.
(2)Includes net sales from warehouses and websites operating for more than one year. For 2017, the prior year includes the comparable 53 weeks.
(3)
Excluding the impact of the revenue recognition standard for the year ended September 1, 2019. See Note 1 in Item 8.

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Item 7—Management's Discussion and Analysis of Financial Conditions and Results of Operations (amounts in millions, except per share, share, membership fee, and warehouse count data)

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 2021 compared to 2020. For discussion related to the results of operations and changes in financial condition for 2020 compared to 2019 refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year 2020 Form 10-K, which was filed with the United States Securities and Exchange Commission (SEC) on October 7, 2020. In 2021, we combined the hardlines and softlines merchandise categories into non-foods. This change did not have a material impact on the discussion of our results of operations.
Overview
We believe that the most important driver of our profitability is increasing net sales, growth, particularly comparable sales growth. Net sales includes our core merchandise categories (foods and sundries, non-foods, and fresh foods), warehouse ancillary (includes gasoline, pharmacy, optical, food court, hearing aids, and tire installation) and other businesses (includes e-commerce, business centers, travel and other). We define comparable sales as net sales from warehouses open for more than one year, including remodels, relocations and expansions, and sales relatedsales-related to e-commerce websites operating for more than one year. Comparable sales growth is achieved through increasing shopping frequency from new and existing members and the amount they spend on each visit (average ticket). Sales comparisons can also be particularly influenced by certain factors that are beyond our control: fluctuations in currency exchange rates (with respect to the consolidation of the results of our international operations); and changes in the cost of gasoline and associated competitive conditions; and changes from the revenue recognition standard.conditions. The higher our comparable sales exclusive of these items, the more we can leverage certain of our selling, general and administrative (SG&A) expenses, reducing them as a percentage of sales and enhancing profitability. Generating comparable sales growth is foremost a question of making available to our members the right merchandise at the right prices, a skill that we believe we have repeatedly demonstrated over the long term.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. SalesNet sales growth and gross margins are also impacted by our competition, which is vigorous and widespread, across a wide range of global, national and regional wholesalers and retailers, including those with e-commerce operations. While we cannot control or reliably predict general economic health or changes in competition, we believe that we have been successful historically in adapting our business to these changes, such as through adjustments to our pricing and to our 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 termshort-term on maximizing prices charged, but instead seek to maintain what we believe is a perception among our members of our “pricing authority” on quality goods – consistently providing the most competitive values. Our investments in merchandise pricing may include reducing prices on merchandise to drive sales or meet competition and holding prices steady despite cost increases instead of passing the increases on to our members, all negatively impacting gross margin as a percentage of net sales (gross margin percentage). We believe that our gasoline business draws members, but it generally has a significantly lower gross margin percentage relative to our non-gasoline business. It also has lower SG&A expenses as a percent of net sales compared to our non-gasoline business. A higher penetration of gasoline sales will generally lower our gross margin percentage. Rapidly changing gasoline prices may significantly impact our near-term net sales growth. Generally, rising gasoline prices benefit net sales growth which, given the higher sales base, negatively impacts our gross margin percentage but decreases our selling, general and administrative (SG&A)SG&A expenses as a percentage of net sales. A decline in gasoline prices has the inverse effect. Additionally, actions in various countries, particularly China, the United States and the United States,Kingdom, have created
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uncertainty with respect to how tariffs will affect the costs of some of our merchandise. The degree of our exposure is dependent on (among other things) the type of goods, rates imposed, and timing of the tariffs. Certain merchandise categories were impacted by inflation higher than what we have experienced in recent years. The impact to our net sales and gross margin will beis influenced in part by our merchandising and pricing strategies in response to cost increases. While these potential impacts are uncertain, they could have an adverse impact on our results.
We also achieve net sales growth by opening new warehouses. As our warehouse base grows, available and desirable sites become more difficult to secure, and square footage growth becomes a comparatively less substantial component of growth. The negative aspects of such growth, however, including lower initial operating profitability relative to existing warehouses and cannibalization of sales at existing warehouses when openings occur in existing markets, are continuing to decline in significance as they relate to the results of our total operations. Our rate of operating floor space square 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 growth, domestically and internationally, has also increased our sales.


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sales but it generally has a lower gross margin percentage relative to our warehouse operations.
The membership format is an integral part of our business and has a significant effect on our profitability. This format is designed to reinforce member loyalty and provide continuing fee revenue. The extent to which we achieve growth in our membership base, increase the penetration of our Executive members, and sustain high renewal rates materially influences our profitability. Our paid membership growth rate may be adversely impacted when warehouse openings occur in existing markets 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 significant costs are partially outside our control, most particularly health care and utility expenses. With respect to the compensation of our employees, our philosophy is not to seek to minimize their wages and benefits. Rather, we believe that achieving our longer-term objectives of reducing employee turnover and enhancing employee satisfaction requires maintaining compensation levels that are better than the industry average for much 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 is operatedoperates on very low margins, modest changes in various items in the consolidated statements of income, particularly merchandise costs and selling, general and administrative expenses, can have substantial impacts on net income.
Our operating model is generally the same across our U.S., Canada,Canadian, and Other International operating segments (see Note 1112 to the consolidated financial statements included in Item 8 of this Report). Certain countriesoperations in the Other International segment have relatively higher rates of square footage growth, lower wageswage and benefitsbenefit costs as a percentage of country sales, and/or less or no direct membership warehouse competition.competition, or lack an e-commerce business.
In discussions of our consolidated operating results, we refer to the impact of changes in foreign currencies relative to the U.S. dollar, which are references to the differences between the foreign-exchange rates we use to convert the financial results of our international operations from local currencies into U.S. dollars for financial reporting purposes. This impact of foreign-exchange rate changes is calculated based on the difference between the current period's currency exchange rates and that of the comparable prior period. The impact of changes in gasoline prices on net sales is calculated based on the difference between the current period's average price per gallon sold and that of the comparable prior period.
Our fiscal year ends on the Sunday closest to August 31. References to 20192021, 2020, and 20182019 relate to the 52-week fiscal years ended August 29, 2021, August 30, 2020, and September 1, 2019, and September 2, 2018, respectively. References to 2017 relate to the 53-week fiscal year ended September 3, 2017. Certain percentages presented are calculated using actual results prior to rounding. Unless otherwise noted, references to net income relate to net income attributable to Costco.
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Highlights for 20192021 included:
We opened 2522 new warehouses, including 52 relocations: 1612 net new locations in the U.S., 4 net new in our Canadian segment, and 4 new in our Other International segment, including our first warehouse in China, compared to 2516 new warehouses, including 43 relocations in 2018;2020;
Net sales increased 8%18% to $149,351$192,052 driven by a 6%16% increase in comparable sales and sales at new warehouses opened in 20182020 and 2019;2021;
Membership fee revenue increased 7%9% to $3,352, primarily due$3,877, driven by sign-ups and upgrades to membership sign-ups at existing and new warehouses and the annual fee increase in the U.S. and Canada in June 2017.Executive membership;
Gross margin percentage decreased twoseven basis points. Excluding the impact of the new revenue recognition standard on netpoints, driven primarily by a shift in sales gross margin as a percentage of adjusted net sales increased eight basis points;penetration from our core merchandise categories to our warehouse ancillary and other businesses;
Selling, general & administrative (SG&A)SG&A expenses as a percentage of net sales increased two basis points. Excluding the impact of the new revenue recognition standard on net sales, SG&A as a percentage of adjusted net sales increased 11decreased 40 basis points, primarily due to leveraging increased sales and decreased incremental wages related to COVID-19;
The effective tax rate in 2021 was 24.0% compared to 24.4% in 2020;
Net income increased 25% to $5,007, or $11.27 per diluted share compared to $4,002, or $9.02 per diluted share in 2020;
We paid a $123 chargespecial cash dividend of $10.00 per share in December 2020 and in April 2021, increased the quarterly cash dividend from $0.70 to $0.79 per share totaling $5,748.

COVID-19
During 2021, our sales mix began returning to pre-pandemic levels. This included sales increases in non-foods and in many of our warehouse ancillary and other businesses, certain of which experienced closures or restrictions in 2020. COVID-related supply and logistics constraints have adversely affected some merchandise categories and are expected to do so for a product tax assessment;the foreseeable future.

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We paid $515 in incremental wages during 2021 related to COVID-19. The incremental wage and benefit costs associated with COVID-19, which began on March 1, 2020 and ended on February 28, 2021, totaled approximately $825.
Effective March 2019, starting and supervisor1, 2021, we permanently increased wages were increased and paid bonding leave was made available for hourly employees in the U.S. and Canada.most salaried warehouse employees. The estimated annualized pre-tax cost of these increases is approximately $50-$60;
The effective tax rate$400. Additionally, in 2019 was 22.3% compared to 28.4% in 2018. Both years were favorably impacted by the Tax Cuts and Jobs Act (2017 Tax Act) and other net tax benefits;
Net income increased 17% to $3,659, or $8.26 per diluted share compared to $3,134, or $7.09 per diluted share in 2018; and
In April 2019, the Board of Directors approved an increasecertain areas in the quarterly cash dividend from $0.57 to $0.65 per shareUnited States governments have mandated or are considering mandating extra pay for classes of employees that include our employees, which has and authorized a new share repurchase programwill result in the amounthigher costs.

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RESULTS OF OPERATIONS
Results of operations
Net Sales
2019 2018 2017202120202019
Net Sales$149,351
 $138,434
 $126,172
Net Sales$192,052$163,220 $149,351
Changes in net sales:     
Increases in net sales:Increases in net sales:
U.S.9% 9% 8%U.S.16 %%%
Canada3% 10% 10%Canada22 %%%
Other International5% 14% 8%Other International23 %13 %%
Total Company8% 10% 9%Total Company18 %%%
Changes in comparable sales:     
Increases in comparable sales:Increases in comparable sales:
U.S.8% 9% 4%U.S.15 %%%
Canada2% 9% 5%Canada20 %%%
Other International2% 11% 2%Other International19 %%%
Total Company6% 9% 4%Total Company16 %%%
Increases in comparable sales excluding the impact of changes in foreign currency and gasoline prices(1):
     
Increases in comparable sales excluding the impact of changes in foreign currency and gasoline prices(1):
U.S.6% 7% 4%U.S.14 %%%
Canada5% 4% 4%Canada12 %%%
Other International6% 7% 4%Other International13 %11 %%
Total Company6% 7% 4%Total Company13 %%%
_______________
(1)
Excluding the impact of the revenue recognition standard for the year ended September 1, 2019. See Note 1 in Item 8.
(1)Excluding the impact of the revenue recognition standard for the year ended September 1, 2019.
Net Sales
Net sales increased $10,917$28,832 or 8%18% during 2019, primarily due2021. The improvement was attributable to a 6%an increase in comparable sales of 16%, and sales at new warehouses opened in 20182020 and 2019.2021. While sales in all core merchandise categories increased, sales were particularly strong in non-foods. Sales increases were also strong in our warehouse ancillary and other businesses, predominantly e-commerce and gasoline. Certain merchandise categories were impacted by inflation higher than what we have experienced in recent years.
Changes in foreign currencies relative to the U.S. dollar negativelypositively impacted net sales by approximately $1,463,$2,759, or 106169 basis points, compared to 2018,2020, attributable to our Canadian and Other International Operations. The revenue recognition standardoperations. Changes in gasoline prices positively impacted net sales by $1,332,$1,636, or 96100 basis points. Changespoints, compared to 2020, due to a 12% increase in the average price per gallon. The volume of gasoline prices did not have a material impact onsold increased approximately 10%, positively impacting net sales.sales by $1,469, or 90 basis points.
Comparable Sales
Comparable sales increased 6%16% during 20192021 and were positively impacted by increases in both shopping frequency and average ticket. ComparableThere was an increase of 44% in e-commerce comparable sales were negatively impactedin 2021, driven by cannibalization (established warehouses losing sales to our newly opened locations).

an increase of 80% in the first half of the year.
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Membership Fees
202120202019
Membership fees$3,877$3,541$3,352
Membership fees increase%%%
 2019 2018 2017
Membership fees$3,352
 $3,142
 $2,853
Membership fees increase7% 10% 8%
Membership fees as a percentage of net sales2.24% 2.27% 2.26%
The increaseMembership fees increased 9% in membership fees was primarily due2021, driven by sign-ups and upgrades to membership sign-ups at existing and new warehouses andExecutive membership. Excluding the annual fee increase. Changespositive impact of changes in foreign currencies relative to the U.S. dollar, negatively impacted membership fees by approximately $30 in 2019.increased 8%. At the end of 2019,2021, our member renewal rates were 91% in the U.S. and Canada and 88%89% worldwide.
As reported in 2017, we increased our annual membership fees in Our renewal rate is a trailing calculation that captures renewals during the U.S. and Canada and in certain of our Other International operations.period seven to eighteen months prior to the reporting date. We account for membership fee revenue on a deferred basis, recognized ratably over the one-year membership period. These fee increases had a positive impact of approximately $178 in 2018 and positively impacted 2019, primarily the first two quarters, by approximately $73.
Gross Margin
2019 2018 2017202120202019
Net sales$149,351
 $138,434
 $126,172
Net sales$192,052$163,220$149,351
Less merchandise costs132,886
 123,152
 111,882
Less merchandise costs170,684144,939132,886
Gross margin$16,465
 $15,282
 $14,290
Gross margin$21,368$18,281$16,465
Gross margin percentage11.02% 11.04% 11.33%Gross margin percentage11.13 %11.20 %11.02 %
The gross margin of our core merchandise categories (food(foods and sundries, hardlines, softlinesnon-foods and fresh foods), when expressed as a percentage of core merchandise sales (rather than total net sales), increased seven23 basis points primarily due to increases in food and sundries and fresh foods partially offset by decreases in softlines and hardlines.points. This measure eliminates the impact of changes in sales penetration and gross margins from our warehouse ancillary and other businesses. The increase was across all categories, most significantly in non-foods.
Total gross margin percentage decreased twoseven basis points compared to 2018.2020. Excluding the impact of the revenue recognition standardgasoline price inflation on net sales in 2021, gross margin as a percentage of adjusted net sales was 11.12%11.22%, an increase of eighttwo basis points. This increase was primarily due to a 19two basis point increaseimprovement in our core merchandise categories, predominantly non-foods, and in our warehouse ancillary and other businesses, predominantly our gasoline business. This increaselargely e-commerce. The comparison was partially offsetalso positively impacted by decreases of foura three basis pointspoint reserve on inventory recorded in our core merchandise categories, four basis points due to an adjustment to our estimate of breakage on rewards earned under our co-branded credit card program and2020 with no such reserve this year. Gross margin percentage was negatively impacted three basis points due to increased spending by members under the Executive Membership 2% reward program.rewards and two basis points due to a LIFO charge for higher merchandise costs. Changes in foreign currencies relative to the U.S. dollar negativelypositively impacted gross margin by approximately $155$301 in 2019.2021.
TheGross margin on a segment gross margin percentage,basis, when expressed as a percentage of the segment's own sales and excluding the impact of changes in gasoline prices on net sales (segment gross margin percentage), increaseddecreased in our U.S. operations, predominantly insegment, due to our warehouse ancillary and other businesses, primarily our gasoline business. This increase was partially offset by decreases in our core merchandise categories, and the breakage adjustment noted above. The segment gross margin percentageLIFO charge, partially offset by the reserve for certain inventory in our2020. Our Canadian operations decreased predominantly in hardlines and softlines and certain ofOther International segments increased, primarily due to our warehouse ancillary and other businesses and certain of our core merchandise categories. These increases were partially offset by an increase in fresh foods. The segment gross margin percentage in our Other International operations decreased primarily in our core merchandise categories and due to the introduction of the Executive Membershipincreased 2% reward program in Korea. This decrease was partially offset by an increase in our gasoline business.

rewards.
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Selling, General and Administrative Expenses
2019 2018 2017202120202019
SG&A expenses$14,994
 $13,876
 $12,950
SG&A expenses$18,461$16,332$14,994
SG&A expenses as a percentage of net sales10.04% 10.02% 10.26%SG&A expenses as a percentage of net sales9.61 %10.01 %10.04 %
SG&A expenses as a percentage of net sales increased twodecreased 40 basis points compared to 2018. Excluding the impact of the revenue recognition standard on net sales,2020. SG&A expenses as a percentage of adjusted net sales were 10.13%excluding the impact of gasoline price inflation was 9.69%, an increasea decrease of 1132 basis points. This increase isWarehouse operations and other businesses were lower by 24 basis points, largely dueattributable to payroll leveraging increased sales. Incremental wages as a $123 charge, orresult of COVID-19, which ended on February 28, 2021, were lower by eight basis points, recorded in the U.S. related to a product tax assessment.points. Central operating costs were higherlower by twofive basis points. Stock compensation expense was lower by three basis points, and stock compensation expense was highercosts associated with the acquisition of Innovel were lower by one basis point. Operating costs as a percentThese decreases were offset by an increase of adjusted net salesfive basis points related to warehouses, ancillary, and other businesses, which includes e-commerce and travel, were flat despitea partial reversal of a product tax assessment in 2020, as well as an increase of four basis points related to a write-off of certain information technology assets in the wage increases and bonding leave benefits for U.S. and Canadian hourly employees effective in March 2019.fourth quarter of 2021 that are no longer expected to be utilized as part of the modernization of our information systems. Changes in foreign currencies relative to the U.S. dollar positively impactedincreased our SG&A expenses by approximately $124$228 in 2019.2021.
Preopening
2019 2018 2017202120202019
Preopening expenses$86
 $68
 $82
Preopening expenses$76 $55 $86 
Warehouse openings, including relocations     Warehouse openings, including relocations
United States18
 17
 15
United States13 18 
Canada3
 3
 6
Canada
Other International4
 5
 7
Other International
Total warehouse openings, including relocations25
 25
 28
Total warehouse openings, including relocations22 16 25 
Preopening expenses include startup costs for startup operations related to new warehouses and relocations, developments in new international markets, new manufacturing and distribution facilities, and expansions at existing warehouses.warehouses and corporate facilities. Preopening expenses vary due to the number of warehouse and facility openings, the timing of the opening relative to our year-end, whether athe warehouse is owned or leased, and whether openings arethe opening is in an existing, new or international market. In 2019, we opened our first warehouse in China. Subsequent to year end, operations commenced at our new poultry processing plant.
Interest Expense
 2019 2018 2017
Interest expense$150
 $159
 $134
202120202019
Interest expense$171 $160 $150 
Interest expense primarily relates to Senior Notes issued byNotes. For more information on our debt arrangements, refer to the Company. Interest expense decreasedconsolidated financial statements included in 2019 largely due to an increase in capitalized interest associated with our new poultry processing plant.

Item 8 of this Report.
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Interest Income and Other, Net
202120202019
Interest income$41 $89 $126 
Foreign-currency transaction gains, net56 27 
Other, net46 (4)25 
Interest income and other, net$143 $92 $178 
 2019 2018 2017
Interest income$126
 $75
 $50
Foreign-currency transaction gains (losses), net27
 23
 (5)
Other, net25
 23
 17
Interest income and other, net$178
 $121
 $62
The increasedecrease in interest income in 20192021 was primarily due to higherlower interest rates earned onin the U.S. and Canada, partially offset by higher average cash and investment balances. Foreign-currency transaction gains, (losses), net include themark-to-market adjustments for forward foreign-exchange contracts and revaluation andor settlement of monetary assets and liabilities and mark-to-market adjustments for forward foreign-exchange contracts by our Canadian and Other International operations. See Derivatives and Foreign Currency sections in Item 8, Note 1 to the consolidated financial statements included in Item 8 of this Report. During 2020, other, net was impacted by a $36 charge related to the repayment of certain Senior Notes.
Provision for Income Taxes
202120202019
Provision for income taxes$1,601 $1,308 $1,061 
Effective tax rate24.0 %24.4 %22.3 %
 2019 2018 2017
Provision for income taxes$1,061
 $1,263
 $1,325
Effective tax rate22.3% 28.4% 32.8%
OurThe effective tax rate for 2019 was favorably impacted by2021 included discrete net tax benefits of $163, including a benefit of $75 due to excess benefits from stock compensation, $70 related to the special dividend payable through our 401(k) plan, and $19 related to a reduction in the U.S. federal corporatevaluation allowance against certain deferred tax assets. Excluding these benefits, the tax rate in December 2017 from 35% to 21%, which was in effect26.4% for all of 2019, and compared to a higher blended rate effective for 2018. Net discrete tax benefits of $221 in 2019 included a benefit of $59 related to the stock-based compensation accounting standard adopted in the first quarter of 2018. This also included a tax benefit of $105 related to U.S. taxation of deemed foreign dividends, offset by losses of foreign tax credits, which impacted the effective tax rate. The tax rate for 2019 was 26.9%, excluding the net discrete tax benefits.2021.

LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes our significant sources and uses of cash and cash equivalents:
2019 2018 2017202120202019
Net cash provided by operating activities$6,356
 $5,774
 $6,726
Net cash provided by operating activities$8,958 $8,861 $6,356 
Net cash used in investing activities(2,865) (2,947) (2,366)Net cash used in investing activities(3,535)(3,891)(2,865)
Net cash used in financing activities(1,147) (1,281) (3,218)Net cash used in financing activities(6,488)(1,147)(1,147)
Our primary sources of liquidity are cash flows generated from warehouseour operations, cash and cash equivalents, and short-term investments. Cash and cash equivalents and short-term investments were $9,444$12,175 and $7,259$13,305 at the end of 20192021 and 2018,2020, respectively. Of these balances, unsettled credit and debit card receivables represented approximately $1,434$1,816 and $1,348$1,636 at the end of 20192021 and 2018,2020, respectively. These receivables generally settle within four days. Cash and cash equivalents were negativelypositively impacted by a change in exchange rates of $15$46 and $37$70 in 20192021 and 2018,2020, respectively, and positivelynegatively impacted by $25$15 in 2017.2019.
Material contractual obligations arising in the normal course of business primarily consist of purchase obligations, long-term debt and related interest payments, leases, and construction and land purchase obligations. See Notes 5 and 6 to the consolidated financial statements included in Item 8 of this Report for amounts outstanding on August 29, 2021, related to debt and leases.
Purchase obligations consist of contracts primarily related to merchandise, equipment, and third-party services, the majority of which are due in the next 12 months. Construction and land purchase obligations consist of contracts primarily related to the development and opening of new and relocated warehouses, the majority of which (other than leases) are due in the next 12 months.
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Management believes that our cash and investment position and operating cash flows as well as capacity under existing and available credit agreements will be sufficient to meet our liquidity and capital requirements for the foreseeable future. We believe that our U.S. current and projected asset position is sufficient to meet our U.S. liquidity requirements. We no longer consider earnings after 2017 of our non-U.S. consolidated subsidiaries to be indefinitely reinvested.

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Cash Flows from Operating Activities
Net cash provided by operating activities totaled $6,356$8,958 in 2019,2021, compared to $5,774$8,861 in 2018.2020. Our cash flow provided by operations is primarily derived from net sales and membership fees. Cash flow used in operations generally consists of payments to our merchandise 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 difference between merchandise inventories and accounts payable) is impacted by several factors, including how fast inventory is sold, the forward deployment of inventory to accelerate delivery times, payment terms with our suppliers, and the amount of payables paid early payments to obtain discounts from our suppliers.
Cash Flows from Investing Activities
Net cash used in investing activities totaled $2,865$3,535 in 2019,2021, compared to $2,947$3,891 in 2018,2020, and is primarily related to capital expenditures. In 2020, we acquired Innovel (Costco Wholesale Logistics) and a minority interest in Navitus. Net cash flows from investing activities also includes maturitiespurchases and purchasesmaturities of short-term investments.
Capital Expenditures
Our primary requirementrequirements for capital isare acquiring land, buildings, and equipment for new and remodeled warehouses. Capital is also required for information systems, manufacturing and distribution facilities, initial warehouse operations, and working capital. In 2019,2021, we spent $2,998$3,588 on capital expenditures, and it is our current intention to spend approximately $3,000$3,800 to $3,200$4,200 during fiscal 2020.2022. These expenditures are expected to be financed with cash from operations, existing cash and cash equivalents, and short-term investments.We opened 2522 new warehouses, including fivetwo relocations, in 2019,2021, and plan to open approximately 22up to 35 additional new warehouses, including threefive relocations, in 2020.2022. We have experienced delays in real estate and construction activities due to COVID-19. There can be no assurance that current expectations will be realized and plans are subject to change upon further review of our capital expenditure needs.needs or based on the current economic environment.
Cash Flows from Financing Activities
Net cash used in financing activities totaled $6,488 in 2021, compared to $1,147 in 2019, compared to $1,281 in 2018.2020. Cash flows used in financing activities primarily related to the payment of dividends, repurchases of common stock, and withholding taxes on stock-based awards, and repurchasesawards.
In 2020, we issued $4,000 in aggregate principal amount of common stock. Dividends totaling $1,038 were paid during 2019, of which $250 related to the dividend declared in August 2018. In August 2019, approximately $200 and $100 of Guaranteed Senior Notes were issued by our Japanese subsidiary at fixed interest ratesand repaid $3,200 of 0.28% and 0.42%, respectively.Senior Notes.
Stock Repurchase Programs
In April 2019, the Board of Directors authorized a new share repurchase program in the amount of $4,000, which expires in April 2023. This authorization revoked previously authorized but unused amounts, totaling $2,237. During 20192021 and 2018,2020, we repurchased 1,097,0001,358,000 and 1,756,000643,000 shares of common stock, at average prices of $225.16$364.39 and $183.13,$308.45, respectively, totaling approximately $247$495 and $322,$198, respectively. The remaining amount available to be purchased under our approved plan was $3,943 at the end of 2019. These amounts may differ from the stock repurchase balances in the accompanying consolidated statements of cash flows due to changes in unsettled stock repurchases at the end of each fiscal year. Purchases are made from time-to-time, as conditions warrant, in the open market or in block purchases and pursuant to plans under SEC Rule 10b5-1. Repurchased shares are retired, in accordance with the Washington Business Corporation Act. The remaining amount available to be purchased under our approved plan was $3,250 at the end of 2021.
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Dividends
Cash dividends declared in 20192021 totaled $2.44$12.98 per share, as compared to $2.14$2.70 per share in 2018.2020. Dividends in 2021 included a special dividend of $10.00 per share, resulting in an aggregate payment of approximately $4,430. In April 2019,2021, the Board of Directors increased our quarterly cash dividend from $0.57$0.70 to $0.65$0.79 per share. In August 2019, the Board of Directors declared a quarterly cash dividend in the amount of $0.65 per share, which was paid subsequent to the end of 2019.

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Bank Credit Facilities and Commercial Paper Programs
We maintain bank credit facilities for working capital and general corporate purposes. At September 1, 2019,August 29, 2021, we had borrowing capacity under these facilities of $865, including a $400 revolving line of credit, which expires in June 2020. The Company currently has no plans to draw upon this facility.$1,050. Our international operations maintain $355$574 of the total borrowing capacity under bank credit facilities, of which $150$201 is guaranteed by the Company. There were noShort-term borrowings outstanding short-term borrowings under the bank credit facilities at the end of 20192021 were immaterial, and 2018.there were none outstanding at the end of 2020.
The Company has letter of credit facilities, for commercial and standby letters of credit, totaling $219.$235. The outstanding commitments under these facilities at the end of 20192021 totaled $145,$197, most of which were standby letters of credit withwhich do not expire or have expiration dates within one year. The bank credit facilities have various expiration dates, most of which are within one year, and we generally intend to renew these facilities. The amount of borrowings available at any time under our bank credit facilities is reduced by the amount of standby and commercial letters of credit outstanding.
Contractual Obligations
At September 1, 2019, our commitments to make future payments under contractual obligations were as follows:
 Payments Due by Fiscal Year
Contractual obligations2020 2021 to 2022 2023 to 2024 2025 and thereafter Total
Purchase obligations (merchandise)(1)
$8,752
 $4
 $
 $
 $8,756
Long-term debt(2)
1,828
 2,594
 1,330
 1,651
 7,403
Operating leases (3) 
239
 431
 374
 2,206
 3,250
Construction and land obligations606
 8
 
 
 614
Capital lease obligations(4)
51
 91
 78
 544
 764
Purchase obligations (equipment, services and other)(5)
538
 176
 33
 65
 812
Other(6)
18
 28
 23
 96
 165
Total$12,032
 $3,332
 $1,838
 $4,562
 $21,764
_______________
(1)Includes only open merchandise purchase orders.
(2)Includes contractual interest payments and excludes deferred issuance costs.
(3)Excludes common area maintenance, taxes, and insurance and have been reduced by $105 related to sub-lease income.
(4)Includes build-to-suit lease obligations and contractual interest payments.
(5)Excludes certain services negotiated at the individual warehouse or regional level that are not significant and generally contain clauses allowing for cancellation without significant penalty.
(6)Includes asset retirement obligations and deferred compensation obligations. The amount excludes $27 of non-current unrecognized tax contingencies and $36 of other obligations due to uncertainty regarding the timing of future cash payments.
Off-Balance Sheet Arrangements
In the opinion of management, we have no off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition or financial statements, other than operating leases, included in the table above and discussed in Note 1 and Note 5 to the consolidated financial statements included in Item 8 of this Report.statements.

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Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP) requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on assumptions that we believe to be reasonable, and we continue to review and evaluate these estimates. For further information on significant accounting policies, see discussion in Note 1 to the consolidated financial statements included in Item 8 of this Report.
Insurance/Self-insurance Liabilities
The Company is predominantly self-insuredClaims for employee health-care benefits, workers’ compensation, general liability, property damage, directors’ and officers’ liability, vehicle liability, inventory loss, and inventory loss.other exposures are funded predominantly through self-insurance. Insurance coverage is maintained infor certain instancesrisks to seek to limit exposures arising from very large losses. We use different risk management mechanisms, including a wholly-owned captive insurance subsidiary, and participate in a reinsurance program. Liabilities associated with the risks that we retain are not discounted and are estimated by using historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The costs of claims are highly unpredictable and can fluctuate as a result of inflation rates, regulatory or legal changes, and unforeseen developments in claims over time. While we believe our estimates are reasonable and provide for a certain degree of coverage to account for these variables, actual claims and costs could differ significantly from recorded liabilities. Historically, adjustments to our estimates have not been material.
Income Taxes
The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment also is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits associated with uncertain tax positions are recorded only after determining a more-likely-than-not probability that the positions will withstand challenge from tax authorities. When facts and circumstances change, we reassess these positions and record any changes in the consolidated financial statements as appropriate. The 2017 Tax Act includes various provisions that significantly altered U.S. tax law, many of which impact our business (see Note 8 to the consolidated financial statements for further discussion).
Recent Accounting Pronouncements
See Note 1 to the consolidatedWe do not expect that any recently issued accounting pronouncements will have a material effect on our financial statements included in Item 8statements.
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Item 7A—Quantitative and Qualitative Disclosures About Market Risk (amounts in millions)
Our exposure to financial market risk results from fluctuations in interest rates and foreign currency exchange rates. We do not engage in speculative or leveraged transactions or hold or issue financial instruments for trading purposes.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our investment holdings that are diversified among various instruments considered to be cash equivalents, as defined in Note 1 to the consolidated financial statements included in Item 8 of this Report, as well as short-term investments in government and agency securities with effective maturities of generally three months to five years at the date of purchase. The primary objective of our investment activities is to preserve principal and secondarily to generate yields. The majority of our short-term investments are in fixed interest-rate securities. These securities are subject to changes in fair value due to interest rate fluctuations.

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Our policy limits investments in the U.S. to direct U.S. government and government agency obligations, repurchase agreements collateralized by U.S. government and government agency obligations, U.S. government and government agency money market funds, and insured bank balances. Our wholly-owned captive insurance subsidiary invests in U.S. government and government agency obligations and U.S. government and government agency money market funds. Our Canadian and Other International subsidiaries’ investments are primarily in money market funds, bankers’ acceptances, and bank certificates of deposit, generally denominated in local currencies.
A 100 basis-pointbasis point change in interest rates as of the end of 20192021 would have had an immaterial incremental change in fair market value. For those investments that are classified as available-for-sale, the unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected within stockholders’ equity in accumulated other comprehensive income in the consolidated balance sheets.
The nature and amount of our long-term debt may vary as a result of business requirements, market conditions, and other factors. As of the end of 2019,2021, long-term debt with fixed interest rates was $6,852.$7,531. Fluctuations in interest rates may affect the fair value of the fixed-rate debt. See Note 45 to the consolidated financial statements included in Item 8 of this Report for more information on our long-term debt.
Foreign Currency Risk
Our foreign subsidiaries conduct certain transactions in non-functional currencies, which exposes us to fluctuations in exchange rates. We manage these fluctuations, in part, through the use of forward foreign-exchange contracts, seeking to economically hedge the impact of these fluctuations on known future expenditures denominated in a non-functional foreign-currency. The contracts are intended primarily to economically hedge exposure to U.S. dollar merchandise inventory expenditures made by our international subsidiaries whose functional currency is other than the U.S. dollar. We seek to mitigate risk with the use of these contracts and do not intend to engage in speculative transactions. For additional information related to the Company's forward foreign-exchange contracts, see Notes 1 and 34 to the consolidated financial statements included in Item 8 of this Report. A hypothetical 10% strengthening of the functional currency compared to the non-functional currency exchange rates at September 1, 2019,August 29, 2021, would have decreased the fair value of the contracts by $79$149 and resulted in an unrealized loss in the consolidated statements of income for the same amount.
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Commodity Price Risk
We are exposed to fluctuations in prices for energy, particularly electricity and natural gas, and other commodities used in retail and manufacturing operations, which we seek to partially mitigate through fixed-price contracts for certain of our warehouses and other facilities, predominantly in the U.S. and Canada. We also enter into variable-priced contracts for some purchases of electricity and natural gas, in addition to some of the fuel for our gas stations, on an index basis. These contracts meet the characteristics of derivative instruments, but generally qualify for the “normal purchases and normal sales” exception under authoritative guidance and require no mark-to-market adjustment.

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Item 8—Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Costco Wholesale Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Costco Wholesale Corporation and subsidiaries (the Company) as of September 1, 2019August 29, 2021 and September 2, 2018,August 30, 2020, the related consolidated statements of income, comprehensive income, equity, and cash flows for the 52-week periodperiods ended August 29, 2021, August 30, 2020 and September 1, 2019, the 52-week period ended September 2, 2018 and the 53-week period ended September 3, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 1, 2019August 29, 2021 and September 2, 2018,August 30, 2020, and the results of its operations and its cash flows for the 52-week periodperiods ended August 29, 2021, August 30, 2020 and September 1, 2019, the 52-week period ended September 2, 2018 and the 53-week period ended September 3, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 1, 2019,August 29, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated October 10, 20195, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
The Company changed its method of accounting for leases as of September 2, 2019, due to the adoption of Accounting Standards Update 2016-02 – Leases (ASC 842).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit MattersMatter
The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the consolidated financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit mattersmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.



it relates.
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Evaluation of workers' compensation self-insurance liabilities
As discussed in Note 1 to the consolidated financial statements, the Company estimates its self-insurance liabilities by considering historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The estimated self-insurance liabilities as of September 1, 2019August 29, 2021 were $1,222 million.$1,257 million, a portion of which related to workers’ compensation self-insurance liabilities for the United States operations.
We identified the evaluation of the Company’s workers’ compensation self-insurance liabilities for the United States operations as a critical audit matter because of the extent of specialized skills necessaryskill and knowledge needed to evaluate the Company’s actuarial modelsunderlying assumptions and the judgments required to assess the underlying assumptions made by the Company. Key assumptions underlying the Company’s actuarial estimates include: reporting and payment patterns usedCompany in the projections ofactuarial models. Specifically, subjective auditor judgment was required to evaluate the ultimate loss; loss and exposure trends; theCompany's selected loss rates and initial expected losses used in the Paid and Incurred Bornhuetter-Ferguson methods; and the selection of the ultimate loss derived from the various methods.actuarial models.
The following are the primary procedures we performed to address this critical audit matter includedmatter. We evaluated the following. Wedesign and tested the operating effectiveness of certain internal controls over the Company’s self-insurance workers' compensation process. Such controlsThis included controls over the (a) evaluation of claims information sentrelated to the actuary, (b) development and selection of the key assumptions listed above used in the actuarial calculation and (c) review of the actuarial report and evaluation of the external actuarial expert’s qualifications, competency, and objectivity. We tested the claims data used in the actuarial calculation by selecting a sample and checking key attributes such as date of loss.report. We involved actuarial professionals with specialized skills and knowledge who assisted in:
Assessing the actuarial models used by the Company for consistency with generally accepted actuarial standards;standards
Evaluating the Company’s ability to estimate self-insurance workers' compensation liabilities by comparing its historical estimates with actual loss payments;incurred losses and paid losses
Evaluating the keyabove listed assumptions underlying the Company’s actuarial estimates by developing an independent expectation of the self-insurance workers' compensation liabilities and comparing them to the amounts recorded by the Company; and
Evaluating the qualifications of the Company’s actuaries by assessing their certifications, and determining whether they met the Qualification Standards of the American Academy of Actuaries to render the statements of actuarial opinion implicit in their analyses.

Performance of incremental audit procedures over IT financial reporting processes
As of September 2, 2018, the Company identified a material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access and program change-management over certain information technology (IT) systems that support the Company’s financial reporting processes. Automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted. While our report dated October 10, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of September 1, 2019, during a portion of the 52-week period ended September 1, 2019, the ITGCs were ineffective and the information or system generated reports produced by the affected financial reporting systems could not be relied upon without further testing. We identified the performance of the necessary incremental audit procedures over the financial information reliant on the impacted IT systems as a critical audit matter. Significant auditor judgment was required to design and execute the incremental audit procedures and to assess the sufficiency of the procedures performed and evidence obtained due to ineffective controls and the complexity of the Company’s IT environment.
The primary procedures we performed to address this critical audit matter included the following. We involved IT professionals with specialized skills and knowledge to assist in the identification and design of the incremental procedures. We modified the types of procedures that were performed, which included:
Testing the underlying records of selected transaction data obtained from the impacted IT systems to support the use of the information in the conduct of the audit; and

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Involving forensic professionals with specialized skills and knowledge in data analysis to perform an evaluation of the journal entry data, including assessing that the entire population of automated and manual transactions has been identified. Forensic professionals also assisted with the identification of certain entries that required additional testing and for all such entries, we agreed the journal entry data to source documents.

We evaluated the collective results of the incremental audit procedures performed to assess the sufficiency of audit evidence obtained related to the information produced by the impacted IT systems.
Evaluation of the impact of the 2017 Tax Act
As discussed in Note 8 to the consolidated financial statements, H.R. 1, the "Tax Cuts and Jobs Act" (2017 Tax Act) contains numerous provisions impacting the computation of the Company’s U.S. federal and state corporate income tax provision, including the Global Intangible Low Tax Income (GILTI), Foreign Derived Intangibles Income (FDII) and Foreign Tax Credit (FTC) provisions. For the year ended September 1, 2019, the Company recognized net tax benefits of $123 million related to the 2017 Tax Act.
We identified the evaluation of the Company’s implementation of the provisions of the 2017 Tax Act as a critical audit matter. A high degree of judgment was required to interpret the impact of the new tax law on the Company, especially given the complexity of the 2017 Tax Act and related Treasury Regulations. Further, evaluating the Company’s application of the GILTI, FDII and FTC provisions of the 2017 Tax Act required complex auditor judgment.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s income tax process, including controls over the (a) identification and interpretation of the relevant provisions of the 2017 Tax Act and related Treasury Regulations and (b) calculation of the impact of the GILTI, FDII and FTC provisions. We involved tax professionals with specialized skills and knowledge who assisted in evaluating the Company’s interpretation and application of the 2017 Tax Act. They developed an independent assessment of the impact of the GILTI, FDII and FTC provisions based on our understanding and interpretation, and compared it to the net tax benefits the Company recognized related to the 2017 Tax Act.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.
Seattle, Washington
October 10, 2019

5, 2021
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Costco Wholesale Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Costco Wholesale Corporation and subsidiaries’subsidiaries (the Company) internal control over financial reporting as of September 1, 2019,August 29, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 1, 2019,August 29, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 1, 2019August 29, 2021 and September 2, 2018,August 30, 2020, the related consolidated statements of income, comprehensive income, equity, and cash flows for the 52-week periodperiods endedAugust 29, 2021, August 30, 2020 and September 1, 2019 the 52-week period ended September 2, 2018 and the 53-week period ended September 3, 2017,, and the related notes (collectively, the consolidated financial statements), and our report dated October 10, 20195, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting (Item 9A).Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Seattle, Washington
October 10, 2019

5, 2021
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COSTCO WHOLESALE CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in millions, except par value and share data)
 September 1,
2019
 September 2,
2018
ASSETS   
CURRENT ASSETS   
Cash and cash equivalents$8,384
 $6,055
Short-term investments1,060
 1,204
Receivables, net1,535
 1,669
Merchandise inventories11,395
 11,040
Other current assets1,111
 321
Total current assets23,485
 20,289
PROPERTY AND EQUIPMENT   
Land6,417
 6,193
Buildings and improvements17,136
 16,107
Equipment and fixtures7,801
 7,274
Construction in progress1,272
 1,140

32,626
 30,714
Less accumulated depreciation and amortization(11,736) (11,033)
Net property and equipment20,890
 19,681
OTHER ASSETS1,025
 860
TOTAL ASSETS$45,400
 $40,830
LIABILITIES AND EQUITY   
CURRENT LIABILITIES   
Accounts payable$11,679
 $11,237
Accrued salaries and benefits3,176
 2,994
Accrued member rewards1,180
 1,057
Deferred membership fees1,711
 1,624
Current portion of long-term debt1,699
 90
Other current liabilities3,792
 2,924
Total current liabilities23,237
 19,926
LONG-TERM DEBT, excluding current portion5,124
 6,487
OTHER LIABILITIES1,455
 1,314
Total liabilities29,816
 27,727
COMMITMENTS AND CONTINGENCIES   
EQUITY   
Preferred stock $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding0
 0
Common stock $0.01 par value; 900,000,000 shares authorized; 439,625,000 and 438,189,000 shares issued and outstanding4
 4
Additional paid-in capital6,417
 6,107
Accumulated other comprehensive loss(1,436) (1,199)
Retained earnings10,258
 7,887
Total Costco stockholders’ equity15,243
 12,799
Noncontrolling interests341
 304
Total equity15,584
 13,103
TOTAL LIABILITIES AND EQUITY$45,400
 $40,830

The accompanying notes are an integral part of these consolidated financial statements.

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COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(amounts in millions, except per share data)
52 Weeks Ended52 Weeks Ended52 Weeks Ended
August 29,
2021
August 30,
2020
September 1,
2019
REVENUE
Net sales$192,052 $163,220 $149,351 
Membership fees3,877 3,541 3,352 
Total revenue195,929 166,761 152,703 
OPERATING EXPENSES
Merchandise costs170,684 144,939 132,886 
Selling, general and administrative18,461 16,332 14,994 
Preopening expenses76 55 86 
Operating income6,708 5,435 4,737 
OTHER INCOME (EXPENSE)
Interest expense(171)(160)(150)
Interest income and other, net143 92 178 
INCOME BEFORE INCOME TAXES6,680 5,367 4,765 
Provision for income taxes1,601 1,308 1,061 
Net income including noncontrolling interests5,079 4,059 3,704 
Net income attributable to noncontrolling interests(72)(57)(45)
NET INCOME ATTRIBUTABLE TO COSTCO$5,007 $4,002 $3,659 
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic$11.30 $9.05 $8.32 
Diluted$11.27 $9.02 $8.26 
Shares used in calculation (000’s)
Basic443,089 442,297 439,755 
Diluted444,346 443,901 442,923 
 52 Weeks Ended 52 Weeks Ended 53 Weeks Ended
 September 1,
2019
 September 2,
2018
 September 3,
2017
REVENUE     
Net sales$149,351
 $138,434
 $126,172
Membership fees3,352
 3,142
 2,853
Total revenue152,703
 141,576
 129,025
OPERATING EXPENSES     
Merchandise costs132,886
 123,152
 111,882
Selling, general and administrative14,994
 13,876
 12,950
Preopening expenses86
 68
 82
Operating income4,737
 4,480
 4,111
OTHER INCOME (EXPENSE)     
Interest expense(150) (159) (134)
Interest income and other, net178
 121
 62
INCOME BEFORE INCOME TAXES4,765
 4,442
 4,039
Provision for income taxes1,061
 1,263
 1,325
Net income including noncontrolling interests3,704
 3,179
 2,714
Net income attributable to noncontrolling interests(45) (45) (35)
NET INCOME ATTRIBUTABLE TO COSTCO$3,659
 $3,134
 $2,679
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:     
Basic$8.32
 $7.15
 $6.11
Diluted$8.26
 $7.09
 $6.08
Shares used in calculation (000’s)     
Basic439,755
 438,515
 438,437
Diluted442,923
 441,834
 440,937



The accompanying notes are an integral part of these consolidated financial statements.

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COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in millions)
 52 Weeks Ended52 Weeks Ended52 Weeks Ended
 August 29,
2021
August 30,
2020
September 1,
2019
NET INCOME INCLUDING NONCONTROLLING INTERESTS$5,079 $4,059 $3,704 
Foreign-currency translation adjustment and other, net181 162 (245)
Comprehensive income5,260 4,221 3,459 
Less: Comprehensive income attributable to noncontrolling interests93 80 37 
COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO$5,167 $4,141 $3,422 
 52 Weeks Ended 52 Weeks Ended 53 Weeks Ended
 September 1,
2019
 September 2,
2018
 September 3,
2017
NET INCOME INCLUDING NONCONTROLLING INTERESTS$3,704
 $3,179
 $2,714
Foreign-currency translation adjustment and other, net(245) (192) 98
Comprehensive income3,459
 2,987
 2,812
Less: Comprehensive income attributable to noncontrolling interests37
 38
 48
COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO$3,422
 $2,949
 $2,764





The accompanying notes are an integral part of these consolidated financial statements.

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COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF EQUITYBALANCE SHEETS
(amounts in millions)millions, except par value and share data)
August 29,
2021
August 30,
2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents$11,258 $12,277 
Short-term investments917 1,028 
Receivables, net1,803 1,550 
Merchandise inventories14,215 12,242 
Other current assets1,312 1,023 
Total current assets29,505 28,120 
OTHER ASSETS
Property and equipment, net23,492 21,807 
Operating lease right-of-use assets2,890 2,788 
Other long-term assets3,381 2,841 
TOTAL ASSETS$59,268 $55,556 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable$16,278 $14,172 
Accrued salaries and benefits4,090 3,605 
Accrued member rewards1,671 1,393 
Deferred membership fees2,042 1,851 
Current portion of long-term debt799 95 
Other current liabilities4,561 3,728 
Total current liabilities29,441 24,844 
OTHER LIABILITIES
Long-term debt, excluding current portion6,692 7,514 
Long-term operating lease liabilities2,642 2,558 
Other long-term liabilities2,415 1,935 
TOTAL LIABILITIES41,190 36,851 
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding— — 
Common stock $0.01 par value; 900,000,000 shares authorized; 441,825,000 and 441,255,000 shares issued and outstanding
Additional paid-in capital7,031 6,698 
Accumulated other comprehensive loss(1,137)(1,297)
Retained earnings11,666 12,879 
Total Costco stockholders’ equity17,564 18,284 
Noncontrolling interests514 421 
TOTAL EQUITY18,078 18,705 
TOTAL LIABILITIES AND EQUITY$59,268 $55,556 
 Common Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
 
Total Costco
Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
 Shares (000’s) Amount 
BALANCE AT AUGUST 28, 2016437,524
 $2
 $5,490
 $(1,099) $7,686
 $12,079
 $253
 $12,332
Net income
 
 
 
 2,679
 2,679
 35
 2,714
Foreign-currency translation adjustment and other, net
 
 
 85
 
 85
 13
 98
Stock-based compensation
 
 518
 
 
 518
 
 518
Release of vested restricted stock units (RSUs), including tax effects2,673
 
 (165) 
 
 (165) 
 (165)
Conversion of convertible notes5
 
 
 
 
 
 
 
Repurchases of common stock(2,998) 
 (41) 
 (432) (473) 
 (473)
Cash dividends declared and other
 2
 (2) 
 (3,945) (3,945) 
 (3,945)
BALANCE AT SEPTEMBER 3, 2017437,204
 4
 5,800
 (1,014) 5,988
 10,778
 301
 11,079
Net income
 
 
 
 3,134
 3,134
 45
 3,179
Foreign-currency translation adjustment and other, net
 
 
 (185) 
 (185) (7) (192)
Stock-based compensation
 
 547
 
 
 547
 
 547
Release of vested RSUs, including tax effects2,741
 
 (217) 
 
 (217) 
 (217)
Repurchases of common stock(1,756) 
 (26) 
 (296) (322) 
 (322)
Cash dividends declared and other
 
 3
 
 (939) (936) (35) (971)
BALANCE AT SEPTEMBER 2, 2018438,189
 4
 6,107
 (1,199) 7,887
 12,799
 304
 13,103
Net income
 
 
 
 3,659
 3,659
 45
 3,704
Foreign-currency translation adjustment and other, net
 
 
 (237) 
 (237) (8) (245)
Stock-based compensation
 
 598
 
 
 598
 
 598
Release of vested RSUs, including tax effects2,533
 
 (272) 
 
 (272) 
 (272)
Repurchases of common stock(1,097) 
 (16) 
 (231) (247) 
 (247)
Cash dividends declared and other
 
 
 
 (1,057) (1,057) 
 (1,057)
BALANCE AT SEPTEMBER 1, 2019439,625
 $4
 $6,417
 $(1,436) $10,258
 $15,243
 $341
 $15,584

The accompanying notes are an integral part of these consolidated financial statements.


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COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(amounts in millions)
 Common StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total Costco
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
 Shares (000’s)Amount
BALANCE AT SEPTEMBER 2, 2018438,189 $$6,107 $(1,199)$7,887 $12,799 $304 $13,103 
Net income— — — — 3,659 3,659 45 3,704 
Foreign-currency translation adjustment and other, net— — — (237)— (237)(8)(245)
Stock-based compensation— — 598 — — 598 — 598 
Release of vested restricted stock units (RSUs), including tax effects2,533 — (272)— — (272)— (272)
Repurchases of common stock(1,097)— (16)— (231)(247)— (247)
Cash dividends declared and other— — — — (1,057)(1,057)— (1,057)
BALANCE AT SEPTEMBER 1, 2019439,625 6,417 (1,436)10,258 15,243 341 15,584 
Net income— — — — 4,002 4,002 57 4,059 
Foreign-currency translation adjustment and other, net— — — 139 — 139 23 162 
Stock-based compensation— — 621 — — 621 — 621 
Release of vested RSUs, including tax effects2,273 — (330)— — (330)— (330)
Repurchases of common stock(643)— (10)— (188)(198)— (198)
Cash dividends declared— — — — (1,193)(1,193)— (1,193)
BALANCE AT AUGUST 30, 2020441,255 6,698 (1,297)12,879 18,284 421 18,705 
Net income— — — — 5,007 5,007 72 5,079 
Foreign-currency translation adjustment and other, net— — — 160 — 160 21 181 
Stock-based compensation— — 668 — — 668 — 668 
Release of vested RSUs, including tax effects1,928 — (312)— — (312)— (312)
Repurchases of common stock(1,358)— (23)— (472)(495)— (495)
Cash dividends declared— — — — (5,748)(5,748)— (5,748)
BALANCE AT AUGUST 29, 2021441,825 $$7,031 $(1,137)$11,666 $17,564 $514 $18,078 
The accompanying notes are an integral part of these consolidated financial statements.

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COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions)
52 Weeks Ended52 Weeks Ended52 Weeks Ended
August 29,
2021
August 30,
2020
September 1,
2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income including noncontrolling interests$5,079 $4,059 $3,704 
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization1,781 1,645 1,492 
Non-cash lease expense286 194 — 
Stock-based compensation665 619 595 
Other non-cash operating activities, net85 42 
Deferred income taxes59 104 147 
Changes in operating assets and liabilities:
Merchandise inventories(1,892)(791)(536)
Accounts payable1,838 2,261 322 
Other operating assets and liabilities, net1,057 728 623 
Net cash provided by operating activities8,958 8,861 6,356 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments(1,331)(1,626)(1,094)
Maturities and sales of short-term investments1,446 1,678 1,231 
Additions to property and equipment(3,588)(2,810)(2,998)
Acquisitions— (1,163)— 
Other investing activities, net(62)30 (4)
Net cash used in investing activities(3,535)(3,891)(2,865)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in bank payments outstanding188 137 210 
Proceeds from short-term borrowings41 — — 
Proceeds from issuance of long-term debt— 3,992 298 
Repayments of long-term debt(94)(3,200)(89)
Tax withholdings on stock-based awards(312)(330)(272)
Repurchases of common stock(496)(196)(247)
Cash dividend payments(5,748)(1,479)(1,038)
Other financing activities, net(67)(71)(9)
Net cash used in financing activities(6,488)(1,147)(1,147)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS46 70 (15)
Net change in cash and cash equivalents(1,019)3,893 2,329 
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR12,277 8,384 6,055 
CASH AND CASH EQUIVALENTS END OF YEAR$11,258 $12,277 $8,384 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest$149 $124 $141 
Income taxes, net$1,527 $1,052 $1,187 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Cash dividend declared, but not yet paid$— $— $286 
The accompanying notes are an integral part of these consolidated financial statements.

40
 52 Weeks Ended 52 Weeks Ended 53 Weeks Ended
 September 1,
2019
 September 2,
2018
 September 3,
2017
CASH FLOWS FROM OPERATING ACTIVITIES     
Net income including noncontrolling interests$3,704
 $3,179
 $2,714
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:     
Depreciation and amortization1,492
 1,437
 1,370
Stock-based compensation595
 544
 514
Other non-cash operating activities, net9
 (6) (14)
Deferred income taxes147
 (49) (29)
Changes in operating assets and liabilities:     
Merchandise inventories(536) (1,313) (894)
Accounts payable322
 1,561
 2,258
Other operating assets and liabilities, net623
 421
 807
Net cash provided by operating activities6,356
 5,774
 6,726
CASH FLOWS FROM INVESTING ACTIVITIES     
Purchases of short-term investments(1,094) (1,060) (1,279)
Maturities and sales of short-term investments1,231
 1,078
 1,385
Additions to property and equipment(2,998) (2,969) (2,502)
Other investing activities, net(4) 4
 30
Net cash used in investing activities(2,865) (2,947) (2,366)
CASH FLOWS FROM FINANCING ACTIVITIES     
Change in bank payments outstanding210
 80
 (236)
Proceeds from issuance of long-term debt298
 
 3,782
Repayments of long-term debt(89) (86) (2,200)
Tax withholdings on stock-based awards(272) (217) (202)
Repurchases of common stock(247) (328) (469)
Cash dividend payments(1,038) (689) (3,904)
Other financing activities, net(9) (41) 11
Net cash used in financing activities(1,147) (1,281) (3,218)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(15) (37) 25
Net change in cash and cash equivalents2,329
 1,509
 1,167
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR6,055
 4,546
 3,379
CASH AND CASH EQUIVALENTS END OF YEAR$8,384
 $6,055
 $4,546
      
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:     
Cash paid during the year for:     
Interest$141
 $143
 $131
Income taxes, net$1,187
 $1,204
 $1,185
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:     
Cash dividend declared, but not yet paid$286
 $250
 $

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COSTCO WHOLESALE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in millions, except share, per share, and warehouse count data)
Note 1—Summary of Significant Accounting Policies
Description of Business
Costco Wholesale Corporation (Costco or the Company), a Washington corporation, and its subsidiaries operate membership warehouses based on the concept that offering members low prices on a limited selection of nationally-branded and private-label products in a wide range of merchandise categories will produce high sales volumes and rapid inventory turnover. At September 1, 2019,August 29, 2021, Costco operated 782815 warehouses worldwide: 543564 in the United States (U.S.) located in 4446 states, Washington, D.C., and Puerto Rico, 100105 in Canada, 39 in Mexico, 30 in Japan, 29 in the United Kingdom (U.K.), 26 in Japan, 16 in Korea, 1314 in Taiwan, 1112 in Australia, two3 in Spain, and one1 each in Iceland, France and China. The Company operates e-commerce websites in the U.S., Canada, Mexico, U.K., Mexico, Korea, Taiwan, Japan, and Taiwan.Australia.
Basis of Presentation
The consolidated financial statements include the accounts of Costco, its wholly-owned subsidiaries, and subsidiaries in which it has a controlling interest. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. All material inter-company transactions between and among the Company and its consolidated subsidiaries have been eliminated in consolidation. The Company’s net income excludes income attributable to the noncontrolling interest in Taiwan. During the first quarter of 2018, the Company purchased its former joint-venture partner's remaining equity interest in its Korean operations. Unless otherwise noted, references to net income relate to net income attributable to Costco.
Fiscal Year End
The Company operates on a 52/53 week53-week fiscal year basis with the year ending on the Sunday closest to August 31. References to 20192021, 2020, and 20182019 relate to the 52-week fiscal years ended August 29, 2021, August 30, 2020, and September 1, 2019, and September 2, 2018, respectively. References to 2017 relate to the 53-week fiscal year ended September 3, 2017.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions take into account historical and forward-looking factors that the Company believes are reasonable, including but not limited to the potential impacts arising from the novel coronavirus (COVID-19) and related public and private sector policies and initiatives. Actual results could differ from those estimates and assumptions.
Cash and Cash Equivalents
The Company considers as cash and cash equivalents all cash on deposit, highly liquid investments with a maturity of three months or less at the date of purchase, and proceeds due from credit and debit card transactions with settlement terms of up to four days. Credit and debit card receivables were $1,434$1,816 and $1,348$1,636 at the end of 20192021 and 2018,2020, respectively.
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The Company provides for the daily replenishment of major bank accounts as payments are presented. Included in accounts payable at the end of 20192021 and 20182020, are $673$999 and $463,$810, respectively, representing the excess of outstanding payments over cash on deposit at the banks on which the payments were drawn.

The accompanying notes are an integral part of these consolidated financial statements.

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Short-Term Investments
In general, short-termShort-term investments have a maturitygenerally consist of debt securities (U.S. Government and Agency Notes), with maturities at the date of purchase of three months to five years. Investments with maturities beyond five years may be classified, based on the Company’s determination, as short-term based on their highly liquid nature and because they represent the investment of cash that is available for current operations. Short-term investments classified as available-for-sale are recorded at fair value using the specific identification method with the unrealized gains and losses reflected in accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis and are recorded in interest income and other, net in the consolidated statements of income. These available-for-sale investments have a low level of inherent credit risk given they are issued by the U.S. Government and Agencies. Changes in their fair value are primarily attributable to changes in interest rates and market liquidity. Short-term investments classified as held-to-maturity are financial instruments that the Company has the intent and ability to hold to maturity and are reported net of any related amortization and are not remeasured to fair value on a recurring basis.
The Company periodically evaluates unrealized losses in its investment securities for other-than-temporarycredit impairment, using both qualitative and quantitative criteria. In the event a security is deemed to be other-than-temporarily impaired as the result of a credit loss, the Company recognizes the loss in interest income and other, net in the consolidated statements of income.
Fair Value of Financial Instruments
The Company accounts for certain assets and liabilities at fair value. The carrying value of the Company’s financial instruments, including cash and cash equivalents, receivables and accounts payable, approximate fair value due to their short-term nature or variable interest rates. See Notes 23, 34, and 45 for the carrying value and fair value of the Company’s investments, derivative instruments, and fixed-rate debt, respectively.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying a fair value hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs are:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market
data.
Level 3: Significant unobservable inputs that are not corroborated by market data.
The Company’s valuation techniques used to measure the fair value of money market mutual funds are based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market. Valuation methodologies used to measure the fair value of all other non-derivative financial instruments are based on independent external valuation information. The pricing process uses data from a variety of independent external valuation information providers, including trades, bid price or spread, two-sided markets, quotes, benchmark curves including but not limited to treasury benchmarks and LiborLIBOR or Secured Overnight Financing Rate and swap curves, discount rates, and market data feeds. All are observable in the market or can be derived principally from or corroborated by observable market data. The Company reports transfers in and out of Levels 1, 2, and 3, as applicable, using the fair
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value of the individual securities as of the beginning of the reporting period in which the transfer(s) occurred.
Current financial liabilities have fair values that approximate their carrying values. Long-term financial liabilities include the Company's long-term debt, which are recorded on the balance sheet at issuance price and adjusted for unamortized discounts or premiums and debt issuance costs, and are being amortized to interest expense over the term of the loan. The estimated fair value of the Company's long-term debt is based primarily on reported market values, recently completed market transactions, and estimates based upon interest rates, maturities, and credit.

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Receivables, Net
Receivables consist primarily of vendor, reinsurance, credit card incentive, third-party pharmacy and other receivables. Vendor receivables include discounts and volume rebates or other discounts.rebates. Balances are generally presented on a gross basis, separate from any related payable due. In certain circumstances, these receivables may be settled against the related payable to that vendor, in which case the receivables are presented on a net basis. Reinsurance receivables are held by the Company’s wholly-owned captive insurance subsidiary and primarily represent amounts ceded through reinsurance arrangements gross of the amounts assumed under reinsurance, which are presented within other current liabilities in the consolidated balance sheets. Credit card incentive receivables primarily represent amounts earned under the co-branded credit card arrangement in the U.S. Third-party pharmacy receivables generally relate to amounts due from members’ insurers. Other receivables primarily consist of amounts due from governmental entities, mostly tax-related items.
Receivables are recorded net of an allowance for doubtful accounts. The allowance is based oncredit losses which considers creditworthiness of vendors and third parties, historical experience and application of the specific identification method.current economic trends. Write-offs of receivables were immaterial in 2019, 2018,2021, 2020, and 2017.2019.
Merchandise Inventories
Merchandise inventories consist of the following:
2019 201820212020
United States$8,415
 $8,081
United States$10,248 $8,871 
Canada1,123
 1,189
Canada1,456 1,310 
Other International1,857
 1,770
Other International2,511 2,061 
Merchandise inventories$11,395
 $11,040
Merchandise inventories$14,215 $12,242 
Merchandise inventories are stated at the lower of cost or market. U.S. merchandise inventories are valued by the cost method of accounting, using the last-in, first-out (LIFO) basis. The Company believes the LIFO method more fairly presents the results of operations by more closely matching current costs with current revenues. The Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation, and these estimates are adjusted to actual results determined at year-end, after actual inflation or deflation rates and inventory levels have been determined. An immaterial charge was recorded to merchandise costs to increase the cumulative LIFO valuation on merchandise inventories at August 29, 2021. As of September 1, 2019 and September 2, 2018,August 30, 2020, U.S. merchandise inventories valued at LIFO approximated first-in, first-out (FIFO) after considering the lower of cost or market principle. Canadian and Other International merchandise inventories are predominantly valued using the cost and retail inventory methods, respectively, using the FIFO basis.
The Company provides for estimated inventory losses between physical inventory counts as a percentage of net sales, using estimates based on the Company’s experience. The provision is adjusted periodically to reflect physical inventory counts, which generally occur in the second and fourth fiscal quarters. Inventory cost, where appropriate, is reduced by estimates of vendor rebates when earned or as the Company progresses towards earning those rebates, provided that they are probable and reasonably estimable.
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Property and Equipment, Net
Property and equipment are stated at cost. In general, new building additions are classified into components, each with an estimated useful life, generally five to fifty years for buildings and improvements and three to twenty years for equipment and fixtures. Depreciation and amortization expense is computed primarily using the straight-line method over estimated useful lives or the lease term, if shorter.lives. Leasehold improvements made after the beginning of the initial lease term are depreciated over the shorter of the estimated useful life of the asset or the remaining term of the initial lease plus any renewals that are reasonably assuredcertain at the date the leasehold improvements are made.
The Company capitalizes certain computer software and software development costs incurred in developing or obtaining software for internal use. During development, these costs are included in construction in

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progress. WhenTo the extent that the assets arebecome ready for their intended use, these costs are included in equipment and fixtures and amortized on a straight-line basis over thetheir estimated useful liveslives. In the fourth quarter of 2021, the software, generally three to seven years.Company recognized an $84 write-off of certain information technology assets, which was recorded in selling, general and administrative expenses, in the consolidated statements of income.
Repair and maintenance costs are expensed when incurred. Expenditures for remodels, refurbishments and improvements that add to or change the way an asset functions or that extend the useful life are capitalized. Assets removed during the remodel, refurbishment or improvement are retired. Assets classified as held-for-sale at the end of 20192021 and 20182020 were immaterial. The following table summarizes the Company's property and equipment balances at the end of 2021 and 2020:
Estimated Useful Lives20212020
LandN/A$7,507 $6,696 
Buildings and improvements5-50 years19,139 17,982 
Equipment and fixtures3-20 years9,505 8,749 
Construction in progressN/A1,507 1,276 
37,658 34,703 
Accumulated depreciation and amortization(14,166)(12,896)
Property and equipment, net$23,492 $21,807 
The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques. Impairment charges recognized in 2021 were immaterial. There were no impairment charges recognized in 2019, 20182020 or 2017.2019.
Leases
The Company leases land and/or buildings at warehouses and certain other office and distribution facilities. Leases generally contain one or more of the following options, which the Company can exercise at the end of the initial term: (a) renew the lease for a defined number of years at the then-fair market rental rate or rate stipulated in the lease agreement; (b) purchase the property at the then-fair market value; or (c) a right of first refusal in the event of a third-party offer.
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Some leases include free-rent periods and step-rent provisions, which are recognized on a straight-line basis over the original term of the lease and any extension options that the Company is reasonably certain to exercise from the date the Company has control of the property. Certain leases provide for periodic rent increases based on price indices or the greater of minimum guaranteed amounts or sales volume. Our leases do not contain any material residual value guarantees or material restrictive covenants.
The Company determines at inception whether a contract is or contains a lease. The Company initially records right-of-use (ROU) assets and lease obligations for its finance and operating leases based on the discounted future minimum lease payments over the term. The lease term is defined as the noncancelable period of the lease plus any options to extend when it is reasonably certain that the Company will exercise the option. As the rate implicit in the Company's leases is not easily determinable, the present value of the sum of the lease payments is calculated using the Company's incremental borrowing rate. The rate is determined using a portfolio approach based on the rate of interest the Company would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses quoted interest rates from financial institutions to derive the incremental borrowing rate. Impairment of ROU assets is evaluated in a similar manner as described in Property and Equipment, net above.
The Company's asset retirement obligations (ARO) primarily relate to leasehold improvements that at the end of a lease must be removed. These obligations are generally recorded as a discounted liability, with an offsetting asset at the inception of the lease term based upon the estimated fair value of the costs to remove the improvements. These liabilities are accreted over time to the projected future value of the obligation. The ARO assets are depreciated using the same depreciation method as the leasehold improvement assets and are included with buildings and improvements. Estimated ARO liabilities associated with these leases are included in other liabilities in the accompanying consolidated balance sheet.
Goodwill and Acquired Intangible Assets
Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results.
Goodwill is included in other long-term assets in the consolidated balance sheets. The following table summarizes goodwill by reportable segment:
United States OperationsCanadian OperationsOther International OperationsTotal
Balance at September 1, 2019$13 $27 $13 $53 
Changes in currency translation— — 
Acquisition934 — — 934 
Balance at August 30, 2020$947 $27 $14 $988 
Changes in currency translation and other (1)
Balance at August 29, 2021$953 $28 $15 $996 
____________
(1)Other consists of changes to the purchase price allocation. See Note 2.
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Definite-lived intangible assets, which are not material, are included in other long-term assets on the consolidated balance sheets and are amortized on a straight-line basis over their estimated lives, which approximates the pattern of expected economic benefit.
Insurance/Self-insurance Liabilities
The Company is predominantly self-insuredClaims for employee health care benefits, workers’ compensation, general liability, property damage, directors’ and officers’ liability, vehicle liability, inventory loss, and inventory loss.other exposures are funded predominantly through self-insurance. Insurance coverage is maintained infor certain instancesrisks to limit exposures arising from very large losses. ItThe Company uses different risk management mechanisms, including a wholly-owned captive insurance subsidiary (the captive) and participates in a reinsurance program. Liabilities associated with the risks that are retained by the Company are not discounted and are estimated, in part, by considering historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. At the end of 20192021 and 2018,2020, these insurance liabilities were $1,222$1,257 and $1,148$1,188 in the aggregate, respectively, and were included in accrued salaries and benefits and other current liabilities in the consolidated balance sheets, classified based on their nature.
The captive receives direct premiums, which are netted against the Company’s premium costs in selling, general and administrative expenses, in the consolidated statements of income. The captive participates in a reinsurance program that includes other third-party participants. The reinsurance agreement is one year in duration, and new agreements are entered into by each participant at their discretion at the commencement of the next calendar year. The participant agreements and practices of the reinsurance program limit a participating members’ individual risk. Income statement adjustments related to the reinsurance program and related impacts to the consolidated balance sheets are recognized as information becomes known. In the event the Company leaves the reinsurance program, the Company retains its primary obligation to the policyholders for prior activity.
Derivatives
The Company is exposed to foreign-currency exchange-rate fluctuations in the normal course of business. It manages these fluctuations, in part, through the use of forward foreign-exchange contracts, seeking to economically hedge the impact of fluctuations of foreign exchange on known future expenditures denominated in a non-functional foreign-currency. The contracts relate primarily to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries with functional currencies other than the U.S. dollar. Currently, these contracts do not qualify for derivative hedge accounting. The Company seeks to mitigate risk with the use of these contracts and does not intend to engage in speculative transactions. Some of these contracts contain credit-risk-related contingent features that require settlement of outstanding

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contracts upon certain triggering events. At the end of 2019 and 2018, the aggregate fair value amounts ofThere were no derivative instruments in a net liability position at the end of 2021 and for those in a net liability position at the end of 2020, the amount needed to settle the instruments immediately if the credit-risk-related contingent features were triggered werewas immaterial. The aggregate notional amounts of open, unsettled forward foreign-exchange contracts were $704$1,331 and $717$1,036 at the end of 20192021 and 2018,2020, respectively. See Note 34 for information on the fair value of unsettled forward foreign-exchange contracts at the end of 20192021 and 2018.2020.
The unrealized gains or losses recognized in interest income and other, net in the accompanying consolidated statements of income relating to the net changes in the fair value of unsettled forward foreign-exchange contracts were immaterialin 2019, 2018,2021,2020 and 2017.2019.
The Company is exposed to fluctuations in prices for energy, particularly electricity and natural gas, and other commodity products used in retail and manufacturing operations, which it seeks to partially mitigate through the use of fixed-price contracts for certain of its warehouses and other facilities, primarily in the U.S. and Canada. The Company also enters into variable-priced contracts for some purchases of natural gas, in addition to fuel for its gas stations, on an index basis. These contracts meet the characteristics of
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derivative instruments, but generally qualify for the “normal purchases orand normal sales” exception under authoritative guidance and require no mark-to-market adjustment.
Foreign Currency
The functional currencies of the Company’s international subsidiaries are the local currency of the country in which the subsidiary is located. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Translation adjustments are recorded in accumulated other comprehensive loss. Revenues and expenses of the Company’s consolidated foreign operations are translated at average exchange rates prevailing during the year.
The Company recognizes foreign-currency transaction gains and losses related to revaluing or settling monetary assets and liabilities denominated in currencies other than the functional currency in interest income and other, net in the accompanying consolidated statements of income. Generally, these include the U.S. dollar cash and cash equivalents and the U.S. dollar payables of consolidated subsidiaries revalued to their functional currency. Also included are realized foreign-currency gains or losses from settlements of forward foreign-exchange contracts. These items were immaterial for 2019, 2018,in 2021, 2020, and 2017.2019.
Revenue Recognition
The Company adopted Accounting Standards Update (ASU) 2014-09 in 2019, which provided for changes in the recognition of revenue from contracts with customers. The Company recognizes sales for the amount of consideration collected from the member, which includes gross shipping fees where applicable, and is net of sales taxes collected and remitted to government agencies and member returns. The Company reserves for estimated returns based on historical trends in merchandise returns and reduces sales and merchandise costs accordingly. The Company records, on a gross basis, a refund liability and an asset for recovery, which are included in other current liabilities and other current assets, respectively, in the consolidated balance sheets.
Merchandise Sales - The Company offers merchandise in the following core merchandise categories: foodfoods and sundries, non-foods (previously hardlines softlines,and softlines), and fresh foods. The Company also provides expanded products and services through warehouse ancillary and other businesses. The majority of revenue from merchandise sales is recognized at the point of sale. Revenue generated through e-commerce or special orders is generally recognized upon shipment to the member to the extent there is no installation provided as a part of the contract.member. For merchandise shipped directly to the member, shipping and handling costs are expensed as incurred as fulfillment costs and included in merchandise costs in the consolidated statements of income. In certain ancillary businesses, revenue is deferred until the member picks up merchandise at the warehouse. Deferred sales are included in other current liabilities in the consolidated balance sheets.
Principal Versus Agent - The Company is the principal for the majority of its transactions and recognizes revenue on a gross basis. The Company is the principal when it has control of the merchandise or service before it is transferred to the member, which generally is established when Costco is primarily responsible

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for merchandising decisions, maintains the relationship with the member, including assurance of member service and satisfaction, and has pricing discretion.
Membership Fees - The Company accounts for membership fee revenue, net of refunds, on a deferred basis, ratably over the one-year membership period. Deferred membership fees at the end of 20192021 and 20182020 were $1,711$2,042 and $1,624,$1,851, respectively.
In certainmost countries, the Company's Executive members qualify for a 2% reward on qualified purchases, (upsubject to aan annual maximum of approximately $1,000 per year),value, which does not expire and can be redeemed only at Costco warehouses. The Company accounts for this reward as a reduction in sales, net of the estimated impact of non-redemptions (breakage), with the corresponding liability classified as accrued member rewards in the consolidated balance sheets. Estimated breakage is computed based on redemption data. For 2019,  20182021, 2020, and 2017,2019, the net reduction in sales was $1,537, $1,394,$2,047, $1,707, and $1,281$1,537 respectively.
Shop Cards -
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The Company sells and otherwise provides proprietary shop cards that do not expire and are redeemable at the warehouse or online for merchandise or membership. Revenue from shop cards is recognized upon redemption, and estimated breakage is recognized based on redemption data. The Company accounts for outstanding shop card balances as a shop card liability, net of estimated breakage. Previously,Shop card liabilities are included in other current liabilities in the shop cards were branded as cash cards.consolidated balance sheets.
Co-Branded Credit Card Program - Citibank, N.A. (“Citi”) became the exclusive issuer of co-branded credit cards to U.S. members in June 2016. The Company receives various forms of consideration, including a royalty on purchases made on the card outside of Costco, a portion of which, after giving rise to estimated breakage, is used to fund the rebate that cardholders receive. The rebates are issued in February and expire on December 31. Breakage is estimated based on redemption data.
Merchandise Costs
Merchandise costs consist of the purchase price or manufacturing costs of inventory sold, inbound and outbound shipping charges and all costs related to the Company’s depot, fulfillment and fulfillmentmanufacturing operations, including freight from depots to selling warehouses, and are reduced by vendor consideration. Merchandise costs also include salaries, benefits, depreciation, and utilities in fresh foods and certain ancillary departments.
Vendor Consideration
The Company has agreements to receive funds from vendors for discounts and a variety of other programs. These programs are evidenced by signed agreements that are reflected in the carrying value of the inventory when earned or as the Company progresses towards earning the rebate or discount, and as a component of merchandise costs as the merchandise is sold. Other vendor consideration is generally recorded as a reduction of merchandise costs upon completion of contractual milestones, terms of the related agreement, or by another systematic approach.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of salaries, benefits and workers’ compensation costs for warehouse employees (other than fresh foods departments and certain ancillary businesses which are reflected in merchandise costs) as well as all regional and home office employees, including buying personnel. Selling, general and administrative expenses also include substantially all building and equipment depreciation, stock compensation expense, credit and debit card processing fees, utilities, as well as other operating costs incurred to support warehouse and e-commerce website operations.


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Retirement Plans
The Company's 401(k) retirement plan is available to all U.S. employees over the age of 18 who have completed 90 days of employment. The plan allows participants to make wage deferral contributions, a portion of which the Company matches. In addition, the Company provides each eligible participant an annual discretionary contribution. The Company also has a defined contribution plan for Canadian employees and contributes a percentage of each employee's wages. Certain subsidiaries in the Company's Other International operations have defined benefit and defined contribution plans, thatwhich are not material. Amounts expensed under all plans were $748, $676, and $614 $578,for 2021, 2020, and $543 for 2019, 2018, and 2017, respectively, and are predominantly included in selling, general and administrative expenses in the accompanying consolidated statements of income.
Stock-Based Compensation
Restricted stock units (RSUs)RSUs granted to employees generally vest over five years and allow for quarterly vesting of the pro-rata number of stock-based awards that would vest on the next anniversary of the grant date in the event of retirement or voluntary termination. Actual forfeitures are recognized as they occur.
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Compensation expense for stock-based awards is predominantly recognized using the straight-line method over the requisite service period for the entire award. Awards for employees and non-employee directors provide for accelerated vesting of a portion of outstanding shares based on cumulative years of service with the Company. Compensation expense for the accelerated shares is recognized upon achievement of the long-service term. The cumulative amount of compensation cost recognized at any point in time equals at least the portion of the grant-date fair value of the award that is vested at that date. The fair value of RSUs is calculated as the market value of the common stock on the measurement date less the present value of the expected dividends forgone during the vesting period.
Stock-based compensation expense is predominantly included in selling, general and administrative expenses in the consolidated statements of income. Certain stock-based compensation costs are capitalized or included in the cost of merchandise. See Note 78 for additional information on the Company’s stock-based compensation plans.
Leases
The Company leases land and/or buildings at warehouses and certain other office and distribution facilities, primarily under operating leases. Operating leases expire at various dates through 2068, with the exception of one lease in the U.K., which expires in 2151. These leases generally contain one or more of the following options, which the Company can exercise at the end of the initial lease term: (a) renewal for a defined number of years at the then-fair market rental rate or rate stipulated in the lease agreement; (b) purchase of the property at the then-fair market value; or (c) right of first refusal in the event of a third-party purchase offer.
The Company accounts for its lease expense with free rent periods and step-rent provisions on a straight-line basis over the original term of the lease and any extension options that the Company more likely than not expects to exercise, from the date the Company has control of the property. Certain leases provide for periodic rental increases based on price indices, or the greater of minimum guaranteed amounts or sales volume.
The Company has capital leases for certain warehouse locations, expiring at various dates through 2059. Capital lease assets are included in land and buildings and improvements in the accompanying consolidated balance sheets. Amortization expense on capital lease assets is recorded as depreciation expense and is included in selling, general and administrative expenses. Capital lease liabilities are recorded at the lesser of the estimated fair market value of the leased property or the net present value of the aggregate future minimum lease payments and are included in other current liabilities and other liabilities in the accompanying consolidated balance sheets. Interest on these obligations is included in interest expense in the consolidated statements of income.

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The Company records an asset and related financing obligation for the estimated construction costs under build-to-suit lease arrangements where it is considered the owner for accounting purposes, to the extent the Company is involved in the construction of the building or structural improvements or has construction risk prior to commencement of a lease. Upon occupancy, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, it accounts for the arrangement as a financing lease.
The Company’s asset retirement obligations (ARO) primarily relate to leasehold improvements that at the end of a lease must be removed. These obligations are generally recorded as a discounted liability with an offsetting asset at the inception of the lease term based upon the estimated fair value of the costs to remove the improvements. These liabilities are accreted over time to the projected future value of the obligation. The ARO assets are depreciated using the same depreciation method as the leasehold improvement assets and are included with buildings and improvements. Estimated ARO liabilities associated with these leases were immaterial at the end of 2019 and 2018, respectively, and are included in other liabilities in the accompanying consolidated balance sheets.
Preopening Expenses
Preopening expenses include startup costs for startup operations related to new warehouses and relocations, developments in new international markets, new manufacturing and distribution facilities, and expansions at existing warehouses and corporate facilities and are expensed as incurred.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts that are more likely than not expected to be realized.
The timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions requires significant judgment. The benefits of uncertain tax positions are recorded in the Company’s consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge from tax authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes as appropriate.
Net Income per Common Share Attributable to Costco
The computation of basic net income per share uses the weighted average number of shares that were outstanding during the period. The computation of diluted net income per share uses the weighted average number of shares in the basic net income per share calculation plus the number of common shares that would be issued assuming vesting of all potentially dilutive common shares outstanding using the treasury stock method for shares subject to RSUs.
Stock Repurchase Programs
Repurchased shares of common stock are retired, in accordance with the Washington Business Corporation Act. The par value of repurchased shares is deducted from common stock and the excess repurchase price over par value is deducted by allocation to additional paid-in capital and retained earnings. The amount allocated to additional paid-in capital is the current value of additional paid-in capital per share outstanding and is applied to the number of shares repurchased. Any remaining amount is allocated to retained earnings. See Note 67 for additional information.

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Note 2—Acquisition of Innovel
Recent Accounting Pronouncements Adopted
In May 2014,On March 17, 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, providingCompany acquired Innovel Solutions for changes$999, using existing cash and cash equivalents. Innovel (now known as Costco Wholesale Logistics or CWL) provides final-mile delivery, installation and white-glove capabilities for big and bulky products in the recognition of revenue from contracts with customers. The guidance requires disclosures sufficient to describe the nature, amount, timing,United States and uncertainty of revenue and cash flows. The Company adopted the standard in the first quarter of 2019, using the modified retrospective approach, and recorded a cumulative effect adjustment of $16 as an increase to retained earnings, which isPuerto Rico. Its financial results have been included in cash dividend declared and other in the consolidated statements of equity.
The standard impacted the presentation and timing of certain revenue transactions. Specifically, the changes included gross presentation of the Company’s estimate of merchandise returns reserve and the related recoverable assets, recognizing shop card breakage over the period of redemption, and accelerating the recognition of certain e-commerce and special-order sales. Additionally, the Company’s evaluation under the standard of its status as a principal in certain revenue arrangements resulted in the recognition of additional sales on a gross basis.
The effect of the standard on the Company's consolidated balance sheet was an increasefinancial statements from the date of acquisition.
The net purchase price of $999 has been allocated to other current liabilitiesthe tangible and other currentintangible assets of $649$294 and $698 at adoption and atliabilities assumed of $235, based on fair values on the endacquisition date. The remaining unallocated net purchase price of 2019, respectively, related$940 was recorded as goodwill. Goodwill represents the acquisition's benefits to the estimateCompany, which include the ability to serve more members and improve delivery times, enabling growth in certain segments of merchandise returns reserve and the related recoverable assets.
The effect of the adoption of this standard on the Company's consolidated statement of income is as follows:
 As Reported ASU 2014-09 Effect Excluding ASU 2014-09 Effect
52 Weeks Ended September 1, 2019     
Net Sales$149,351
 $1,332
 $148,019
Merchandise Costs132,886
 1,324
 131,562
Gross Margin (1)
16,465
 8
 16,457
______________
(1)Net sales less merchandise costs.
For related disaggregated revenue disclosures, see Note 11.
Recent Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, which requires recognition on the balance sheet of rights and obligations created by leases with terms greater than twelve months. The standard is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted.our U.S. e-commerce operations. The Company plansassigned this goodwill, which is deductible for tax purposes, to adopt this guidance atreporting units within the beginning of its first quarter of fiscal 2020 and utilize the transition option, which allows for a cumulative-effect adjustment in the period of adoption and does not require application of the guidance to comparative periods. The primary effect of adoption will be recording right-of-use assets and corresponding lease obligations for current operating leases. The Company has substantially completed its assessment of the new standard and estimates total assets and liabilities will increase by approximately $2,400 upon adoption. The adoption is not expected to have a material impactU.S. segment. Changes to the Company's consolidated statements of income or cash flows. The Company continues to evaluate the related disclosure requirements.purchase price allocation originally recorded in 2020 were not material.

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Note 2—3—Investments
The Company’s investments were as follows:
2021:Cost
Basis
Unrealized
Gains, Net
Recorded
Basis
Available-for-sale:
Government and agency securities$375 $$381 
Held-to-maturity:
Certificates of deposit536 — 536 
Total short-term investments$911 $$917 
2019:
Cost
Basis
 
Unrealized
Gains, Net
 
Recorded
Basis
Available-for-sale:     
Government and agency securities$716
 $6
 $722
Held-to-maturity:     
Certificates of deposit338
   338
Total short-term investments$1,054
 $6
 $1,060
2020:2020:Cost
Basis
Unrealized
Gains, Net
Recorded
Basis
Available-for-sale:Available-for-sale:
Government and agency securitiesGovernment and agency securities$436 $12 $448 
2018:
Cost
Basis
 
Unrealized
Losses, Net
 
Recorded
Basis
Available-for-sale:     
Government and agency securities$912
 $(14) $898
Held-to-maturity:     Held-to-maturity:
Certificates of deposit306
   306
Certificates of deposit580 — 580 
Total short-term investments$1,218
 $(14) $1,204
Total short-term investments$1,016 $12 $1,028 
Gross unrecognized holding gains and losses on available-for-sale securities were not material for the years ended September 1, 2019,August 29, 2021, and September 2, 2018.August 30, 2020. At the end of 20192021 and 2018, the Company's2020, there were no available-for-sale securities that were in a continuous unrealized-loss position were not material.
position. There were no sales of available-for-sale securities in 2019. Proceeds from sales of available-for-sale securities were $39 and $202 during 2018, and 2017, respectively. Gross realized gains2021 or losses from sales of available-for-sale securities were not material in 2018 and 2017.2020.
The maturities of available-for-sale and held-to-maturity securities at the end of 20192021 are as follows:
 Available-For-SaleHeld-To-Maturity
 Cost BasisFair Value
Due in one year or less$190 $191 $536 
Due after one year through five years185 190 — 
       Total$375 $381 $536 
50
 Available-For-Sale Held-To-Maturity
 Cost Basis Fair Value 
Due in one year or less$297
 $297
 $338
Due after one year through five years402
 407
 0
Due after five years17
 18
 0
       Total$716
 $722
 $338

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Note 3—4—Fair Value Measurement
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tablestable below presentpresents information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis and indicate the level within the hierarchy reflecting the valuation techniques utilized to determine such fair value.
Level 2
20212020
Investment in government and agency securities(1)
$393 $508 
Forward foreign-exchange contracts, in asset position(2)
17 
Forward foreign-exchange contracts, in (liability) position(2)
(2)(21)
Total$408 $488 
2019:Level 1 Level 2
Investment in government and agency securities(1)
$0
 $766
Forward foreign-exchange contracts, in asset position(2)
0
 15
Forward foreign-exchange contracts, in (liability) position(2)
0
 (4)
Total$0
 $777
____________
2018:Level 1 Level 2
Money market mutual funds(3)
$9
 $0
Investment in government and agency securities(1)
0
 903
Forward foreign-exchange contracts, in asset position(2)
0
 16
Forward foreign-exchange contracts, in (liability) position(2)
0
 (2)
Total$9
 $917
______________
(1)At September 1, 2019, $44(1)At August 29, 2021, $12 cash and cash equivalents and $722 short-term investments are included in the accompanying consolidated balance sheets. At September 2, 2018, immaterial cash and cash equivalents and $898 short-term investments are included in the accompanying consolidated balance sheets.
(2)The asset and the liability values are included in other current assets and other current liabilities, respectively, in the accompanying consolidated balance sheets.
(3)Included in cash and cash equivalents in the accompanying balance sheet.
During and atcash equivalents and $381 short-term investments are included in the end of both 2019accompanying consolidated balance sheets. At August 30, 2020, $60 cash and 2018,cash equivalents and $448 short-term investments are included in the consolidated balance sheets.
(2)The asset and the liability values are included in other current assets and other current liabilities, respectively, in the consolidated balance sheets.
At August 29, 2021, and August 30, 2020, the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fair value on a recurring basis. There were no transfers inbetween levels during 2021 or out of Level 1 or 2 during 2019 and 2018.2020.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets and liabilities recognized and disclosed at fair value on a nonrecurring basis include items such as financial assets measured at amortized cost and long-lived nonfinancial assets. These assets are measured at fair value if determined to be impaired. ThereFair value adjustments to nonfinancial assets during 2021 were immaterial and there werenofair value adjustments to these items during 2019 and 2018.2020.

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Note 4—5—Debt
Short-Term Borrowings
The Company maintains various short-term bank credit facilities, with a borrowing capacity of $865$1,050 and $857$967, in 20192021 and 2018,2020, respectively. Borrowings on these short-term facilities were immaterial during 20192021 and 2018, and there2020. Short-term borrowings outstanding were no outstanding borrowings$41 at the end of 2019 and 2018.2021. There were no outstanding balances at the end of 2020.
Long-Term Debt
The Company's long-term debt consists primarily of Senior Notes, which have various principal balances, interest rates, and maturity dates as described below. The Company at its option may redeem the Senior Notes at any time, in whole or in part, at a redemption price plus accrued interest. The redemption price is equal to the greater of 100% of the principal amount or the sum of the present value of the remaining scheduled payments of principal and interest to maturity. Additionally, upon certain events, as defined by the terms of the Senior Notes, the holder has the right to require the Company to purchase this security at a price of 101% of the principal amount plus accrued and unpaid interest to the date of the event. Interest on all outstanding long-term debt is payable semi-annually. The estimated fair value of Senior Notes is valued using Level 2 inputs.
Other long-term debt consists of Guaranteed Senior Notes issued by the Company's Japanese subsidiary, and are valued using Level 3 inputs. In October 2018,June 2021, the Company's Japanese subsidiary repaid aapproximately $94 of its Guaranteed Senior Note andNotes.
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In April 2020, the Company issued $4,000 in August 2019, issued approximately $200 and $100aggregate principal amount of Guaranteed Senior Notes at fixedas follows: $1,250 of 1.375% due June 2027; $1,750 of 1.600% due April 2030; and $1,000 of 1.750% due April 2032. In May 2020, a portion of the proceeds from the issuance were used to repay, prior to maturity, the outstanding $1,000 and $500 principal balances and interest rates of 0.28%on the 2.150% and 0.42%,2.250% Senior Notes, respectively. Interest is payable semi-annually,The early redemption resulted in a $36 charge which was recorded in interest income and principal is dueother, net in August 2029 and August 2034, respectively.2020.
At the end of 20192021 and 2018,2020, the fair value of the Company's long-term debt, including the current portion, was approximately $6,997$7,692 and $6,492,$7,987, respectively. The carrying value of long-term debt consisted of the following:
 2019 2018
1.70% Senior Notes due December 2019$1,200
 $1,200
1.75% Senior Notes due February 2020500
 500
2.15% Senior Notes due May 20211,000
 1,000
2.25% Senior Notes due February 2022500
 500
2.30% Senior Notes due May 2022800
 800
2.75% Senior Notes due May 20241,000
 1,000
3.00% Senior Notes due May 20271,000
 1,000
Other long-term debt852
 613
Total long-term debt6,852
 6,613
Less unamortized debt discounts and issuance costs29
 36
Less current portion(1)
1,699
 90
Long-term debt, excluding current portion$5,124
 $6,487
_______________
 20212020
2.300% Senior Notes due May 2022$800 $800 
2.750% Senior Notes due May 20241,000 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 1,000 
Other long-term debt731 857 
Total long-term debt7,531 7,657 
Less unamortized debt discounts and issuance costs40 48 
Less current portion(1)
799 95 
Long-term debt, excluding current portion$6,692 $7,514 
_______________
(1)Net of unamortized debt discounts and issuance costs.

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Maturities of long-term debt during the next five fiscal years and thereafter are as follows:
2022$800 
202391 
20241,109 
2025136 
2026100 
Thereafter5,295 
Total$7,531 
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2020$1,700
20211,094
20221,300
202394
20241,113
Thereafter1,551
Total$6,852

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Note 5—Leases
Operating 6—Leases
The aggregate rentaltables below present information regarding the Company's lease assets and liabilities.
20212020
Assets
Operating lease right-of-use assets$2,890 $2,788 
Finance lease assets(1)
1,000 592 
Total lease assets$3,890 $3,380 
Liabilities
Current
Operating lease liabilities(2)
$222 $231 
Finance lease liabilities(2)
72 31 
Long-term
Operating lease liabilities2,642 2,558 
Finance lease liabilities(3)
980 657 
Total lease liabilities$3,916 $3,477 
 _______________
(1)Included in other long-term assets in the consolidated balance sheets.
(2)Included in other current liabilities in the consolidated balance sheets.
(3)Included in other long-term liabilities in the consolidated balance sheets.
20212020
Weighted-average remaining lease term (years)
Operating leases2121
Finance leases2220
Weighted-average discount rate
Operating leases2.16 %2.23 %
Finance leases4.91 %6.34 %
The components of lease expense, for 2019, 2018,excluding short-term lease costs and 2017 was $268, $265, and $258, respectively. Sub-leasesublease income and contingent rent(which were not materialmaterial), were as follows:
20212020
Operating lease costs(1)
$296 $252 
Finance lease costs:
Amortization of lease assets(1)
50 31 
Interest on lease liabilities(2)
37 33 
Variable lease costs(3)
151 87 
Total lease costs$534 $403 
 _______________
(1)Included in 2019, 2018, or 2017.selling, general and administrative expenses and merchandise costs in the consolidated statements of income.
Capital(2)Included in interest expense in the consolidated statements of income.
(3)Included in selling, general and Build-to-Suit Leasesadministrative expenses and merchandise costs in the consolidated statements of income.
Gross assets recorded under capital and build-to-suit
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Supplemental cash flow information related to leases were $457 and $427 at the endwas as follows:
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows — operating leases$282 $258 
Operating cash flows — finance leases37 33 
Financing cash flows — finance leases67 49 
Leased assets obtained in exchange for operating lease liabilities350 354 
Leased assets obtained in exchange for finance lease liabilities399 317 
As of 2019 and 2018, respectively. These assets are recorded net of accumulated amortization of $106 and $94 at the end of 2019 and 2018, respectively.
At the end of 2019,August 29, 2021, future minimum payments net of sub-leaseduring the next five fiscal years and thereafter are as follows:
Operating Leases(1)
Finance Leases
2022$260 $107 
2023273 92 
2024232 87 
2025191 159 
2026192 74 
Thereafter2,507 1,070 
Total(2)
3,655 1,589 
Less amount representing interest791 537 
Present value of lease liabilities$2,864 $1,052 
 _______________
(1)Operating lease payments have not been reduced by future sublease income of $105$99.
(2)Excludes $665 of lease payments for all years combined, under non-cancelable operating leases with terms of at least one year and capital leases were as follows:that have been signed but not commenced.

 
Operating
Leases
 
Capital
Leases(1)
2020$239
 $51
2021229
 53
2022202
 38
2023193
 39
2024181
 39
Thereafter2,206
 544
Total$3,250
 764
Less amount representing interest  (343)
Net present value of minimum lease payments  421
Less current installments(2)
  (26)
Long-term capital lease obligations less current installments(3)
  $395
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_______________
(1)Includes build-to-suit lease obligations.
(2)Included in other current liabilities in the accompanying consolidated balance sheets.
(3)Included in other liabilities in the accompanying consolidated balance sheets.

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Note 6—Stockholders’ 7—Equity
Dividends
Cash dividends declared in 2021 totaled $12.98 per share, as compared to $2.70 per share in 2020. Dividends in 2021 included a special dividend of $10.00 per share, resulting in an aggregate payment of approximately $4,430. The Company’sCompany's current quarterly dividend rate is $0.65$0.79 per share. In August 2019, the Board of Directors declared a quarterly cash dividend in the amount of $0.65 per share, which was paid subsequent to the end of 2019.
Stock Repurchase Programs
In April 2019,The Company's stock repurchase program is conducted under a $4,000 authorization by the Board of Directors, authorized a new share repurchase program in the amount of $4,000, which expires in April 2023. This authorization revoked previously authorized but unused amounts, totaling $2,237. As of the end of 2019,2021, the remaining amount available for stock repurchases under the approved plan was $3,943.$3,250. The following table summarizes the Company’s stock repurchase activity:
 
Shares
Repurchased
(000’s)
 
Average
Price per
Share
 Total Cost
20191,097
 $225.16
 $247
20181,756
 183.13
 322
20172,998
 157.87
 473
Shares
Repurchased
(000’s)
Average
Price per
Share
Total Cost
20211,358 $364.39 $495 
2020643 308.45 198 
20191,097 225.16 247 
These amounts may differ from repurchases of common stock in the accompanying consolidated statements of cash flows due to changes in unsettled stock repurchases at the end of each fiscal year. Purchases are made from time to time, as conditions warrant, in the open market or in block purchases and pursuant to plans under SEC Rule 10b5-1.
Note 7—8—Stock-Based Compensation Plans
The Company grants stock-based compensation, primarily to employees and non-employee directors. Grants to all executive officers are generally performance-based. Through a series of shareholder approvals, there have been amended and restated plans and new provisions implemented by the Company. RSUs are subject to quarterly vesting upon retirement or voluntary termination. Employees who attain at least 25 years of service with the Company receive shares under accelerated vesting provisions on the annual vesting date. On January 24, 2019, shareholders approved the adoption of the 2019 Incentive Plan, which replaced the Seventh Restated 2002 Stock Incentive Plan (Seventh Plan). The 2019 Incentive Plan authorized the issuance of 17,500,000 shares (10,000,000 RSUs) of common stock for future grants, plus the remaining shares that were available for grant underand the Seventh Plan on January 24, 2019 and future forfeited shares from grants under the Seventh Planprevious plan, up to a maximum aggregate of 27,800,000 shares (15,885,000 RSUs). The Company issues new shares of common stock upon vesting of RSUs. Shares for vested RSUs are generally delivered to participants annually, net of shares withheld for taxes.
In conjunction with a special cash dividend paid in the second quarter of 2021, and in accordance with the plans, the number of shares subject to outstanding RSUs was increased on the dividend record date to preserve their value. They were adjusted by multiplying the number of outstanding shares by a factor of 1.019 (rounded up to a whole share), representing the ratio of the Nasdaq closing price of $391.77 on November 30, 2020, which was the last trading day immediately prior to the ex-dividend date, to the Nasdaq opening price of $384.50 on the ex-dividend date, December 1, 2020. The outstanding RSUs increased by approximately 94,000. The adjustment did not result in additional stock-based compensation expense, as the fair value of the awards did not change. As further required by the plans, the maximum number of shares issuable was proportionally adjusted, which resulted in an additional 220,000 RSU shares available to be granted.
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Summary of Restricted Stock Unit Activity
RSUs granted to employees and to non-employee directors generally vest over five and three years, respectively. Additionally, the terms of the RSUs, including performance-based awards, provide for accelerated vesting for employees and non-employee directors who have attained 25 or more and five or more years of service with the Company, respectively. Recipients are not entitled to vote or receive dividends on non-vestedunvested and undelivered shares. At the end of 2019, 15,676,0002021, 12,001,000 shares were available to be granted as RSUs under the 2019 Incentive Plan.

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The following awards were outstanding at the end of 2019:2021:
6,268,0004,218,000 time-based RSUs, thatwhich vest upon continued employment or service over specified periods of time; and
228,000131,000performance-based RSUs, of which 150,000104,000 were granted to executive officers subject to the certificationdetermination of the attainment of specified performance targets for 2019.2021. This certificationdetermination occurred in September 2019,2021, at which time a portionat least 33% of the units vested, as a result of the long service of all executive officers. The remaining awards vest upon continued employment over specified periods of time.
The following table summarizes RSU transactions during 2019:2021:
Number of
Units
(in 000’s)
Weighted-Average
Grant Date Fair
Value
Number of
Units
(in 000’s)
 
Weighted-Average
Grant Date Fair
Value
Outstanding at the end of 20187,578
 $140.85
Outstanding at the end of 2020Outstanding at the end of 20205,174 $207.55 
Granted2,792
 224.00
Granted1,982 369.15 
Vested and delivered(3,719) 155.65
Vested and delivered(2,764)235.64 
Forfeited(155) 164.75
Forfeited(137)253.53 
Outstanding at the end of 20196,496
 $167.55
Special cash dividendSpecial cash dividend94 N/A
Outstanding at the end of 2021Outstanding at the end of 20214,349 $257.88 
The weighted-average grant date fair value of RSUs granted was $369.15, $294.08, and $224.00 $156.19,in 2021, 2020, and $144.12 in 2019, 2018, and 2017, respectively. The remaining unrecognized compensation cost related to non-vested RSUs at the end of 20192021 was $694$728 and the weighted-average period of time over which this cost will be recognized is 1.6 years. Included in the outstanding balance at the end of 20192021 were approximately 2,194,0001,516,000 RSUs vested but not yet delivered.
Summary of Stock-Based Compensation
The following table summarizes stock-based compensation expense and the related tax benefits under the Company’s plans:benefits:
202120202019
Stock-based compensation expense$665 $619 $595 
Less recognized income tax benefit
140 128 128 
Stock-based compensation expense, net$525 $491 $467 

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 2019 2018 2017
Stock-based compensation expense before income taxes$595
 $544
 $514
Less income tax benefit (1)
(128) (116) (167)
Stock-based compensation expense, net of income taxes$467
 $428
 $347

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_______________
(1) In 2019 and 2018, the income tax benefit reflects the reduction in the U.S. federal statutory income tax rate from 35% to 21%.


Note 8—9— Taxes
Income Taxes
Income before income taxes is comprised of the following:
 2019 2018 2017
Domestic$3,591
 $3,182
 $2,988
Foreign1,174
 1,260
 1,051
Total$4,765
 $4,442
 $4,039

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202120202019
Domestic$4,931 $4,204 $3,591 
Foreign1,749 1,163 1,174 
Total$6,680 $5,367 $4,765 
The provisions for income taxes are as follows:
202120202019
Federal:
Current$718 $616 $328 
Deferred84 77 222 
Total federal802 693 550 
State:
Current265 230 178 
Deferred11 26 
Total state276 238 204 
Foreign:
Current557 372 405 
Deferred(34)(98)
Total foreign523 377 307 
Total provision for income taxes$1,601 $1,308 $1,061 
 2019 2018 2017
Federal:     
Current$328
 $636
 $802
Deferred222
 (35) 7
Total federal550
 601
 809
State:     
Current178
 190
 161
Deferred26
 22
 8
Total state204
 212
 169
Foreign:     
Current405
 487
 389
Deferred(98) (37) (42)
Total foreign307
 450
 347
Total provision for income taxes$1,061
 $1,263
 $1,325
In December 2017, the 2017 Tax Act was signed into law. Except for certain provisions, the 2017 Tax Cuts and Jobs Act is(2017 Tax Act) was effective for tax years beginning on or after January 1, 2018. The Company is a fiscal-year taxpayer, so mostMost provisions became effective for the Company for 2019, including limitations on the Company’s ability to claim foreign tax credits, repeal of the domestic manufacturing deduction, and limitations on certain business deductions. Provisions with significant impacts that were effective starting in the second quarter of 2018 and throughout 2019 included: a decrease in thelower U.S. federal income tax rate, remeasurement of certain net deferred tax liabilities, and a transition tax on deemed repatriation of certain foreign earnings. The decrease in thelower U.S. federal statutory income tax rate toof 21.0% was effective for all of 20192021, 2020, and resulted in a blended rate for the Company of 25.6% for 2018.2019.
The reconciliation between the statutory tax rate and the effective rate for 2021, 2020, and 2019 is as follows:
 202120202019
Federal taxes at statutory rate$1,403 21.0 %$1,127 21.0 %$1,001 21.0 %
State taxes, net243 3.6 190 3.6 171 3.6 
Foreign taxes, net92 1.4 92 1.7 (1)— 
Employee stock ownership plan (ESOP)(91)(1.3)(24)(0.5)(18)(0.4)
2017 Tax Act— — — — (123)(2.6)
Other(46)(0.7)(77)(1.4)31 0.7 
Total$1,601 24.0 %$1,308 24.4 %$1,061 22.3 %
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 2019 2018 2017
Federal taxes at statutory rate$1,001
 21.0 % $1,136
 25.6 % $1,414
 35.0 %
State taxes, net171
 3.6
 154
 3.4
 116
 2.9
Foreign taxes, net(1) 0.0
 32
 0.7
 (64) (1.6)
Employee stock ownership plan (ESOP)(18) (0.4) (14) (0.3) (104) (2.6)
2017 Tax Act(123) (2.6) 19
 0.4
 
 
Other31
 0.7
 (64) (1.4) (37) (0.9)
Total$1,061
 22.3 % $1,263
 28.4 % $1,325
 32.8 %
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During 2019, the Company recognized net tax benefits of $123 related to the 2017 Tax Act. This benefit primarily included $105 related to U.S. taxation of deemed foreign dividends, partially offset by losses of current year foreign tax credits. During 2018, the Company recognized a net tax expense of $19 related to the 2017 Tax Act. This expense included $142 for the estimated tax on deemed repatriation of foreign earnings, and $43 for the reduction in foreign tax credits and other immaterial items, largely offset by a tax benefit of $166 for the remeasurement of certain deferred tax liabilities.

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In 2019 and 2018, theThe Company recognized total net tax benefits of $163, $81 and $221 in 2021, 2020 and $57, which included a benefit2019, respectively. These include benefits of $59$75, $77 and $33,$59, respectively, related to the stock-based compensation accounting standard adopted in 2018, in addition to the impacts of the 2017 Tax Act noted above. In 2017, the Companys provision for income taxesDuring 2021, there was favorably impacted by a net tax benefit of $104, primarily due$70 related to the $82 tax benefit recorded in connection withportion of the May 2017 special cash dividendsdividend paid by the Company to employees through the Company'sour 401(k) retirement plan. Dividends on these shares are deductible for U.S. income tax purposes. There was no similar special cash dividend in 2019 or 2018.
The components of the deferred tax assets (liabilities) are as follows:
20212020
Deferred tax assets:
Equity compensation$72 $80 
Deferred income/membership fees161 144 
Foreign tax credit carry forward146 101 
Operating lease liabilities769 832 
Accrued liabilities and reserves681 639 
Other62 — 
Total deferred tax assets1,891 1,796 
Valuation allowance(214)(105)
Total net deferred tax assets1,677 1,691 
Deferred tax liabilities:
Property and equipment(935)(800)
Merchandise inventories(216)(228)
Operating lease right-of-use assets(744)(801)
Foreign branch deferreds(92)(81)
Other— (40)
Total deferred tax liabilities(1,987)(1,950)
       Net deferred tax liabilities$(310)$(259)
 2019 2018
Deferred tax assets:   
Equity compensation$74
 $72
Deferred income/membership fees180
 136
Foreign tax credit carry forward65
 
Accrued liabilities and reserves566
 484
Total deferred tax assets885
 692
Valuation allowance(76) 
Total net deferred tax assets809
 692
Deferred tax liabilities:   
Property and equipment(677) (478)
Merchandise inventories(187) (175)
Foreign branch deferreds(69) 
Other(21) (40)
Total deferred tax liabilities$(954) $(693)
       Net deferred tax (liabilities)/assets$(145) $(1)


The deferred tax accounts at the end of 20192021 and 20182020 include deferred income tax assets of $398$444 and $316,$406, respectively, included in other long-term assets; and deferred income tax liabilities of $543$754 and $317,$665, respectively, included in other long-term liabilities.
In 2019,2021 and 2020, the Company recorded ahad valuation allowanceallowances of $76$214 and $105, respectively, primarily related to foreign tax credits that we believethe Company believes will not be realized due to limitations on the Company's ability to claim the credits during the carry forward period.limitations. The foreign tax credit carry forwards are set to expire beginning in fiscal 2027.2030.


The Company no longer considers fiscal year earnings of our non-U.S. consolidated subsidiaries after 2017 to be indefinitely reinvested (other than China) and has recorded the estimated incremental foreign withholding taxes (net of available foreign tax credits) on fiscal year earnings and state income taxes payable assuming a hypothetical repatriation to the U.S. The Company continues to consider undistributed earnings of certain non-U.S. consolidated subsidiaries, prior to 2018, which totaled $2,924,$3,070, to be indefinitely reinvested and has not provided for withholding or state taxes.

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A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for 20192021 and 20182020 is as follows:
2019 201820212020
Gross unrecognized tax benefit at beginning of year$36
 $52
Gross unrecognized tax benefit at beginning of year$30 $27 
Gross increases—current year tax positions5
 6
Gross increases—current year tax positions
Gross increases—tax positions in prior years2
 6
Gross increases—tax positions in prior years
Gross decreases—tax positions in prior years0
 (17)Gross decreases—tax positions in prior years— (3)
Settlements(4) (1)
Lapse of statute of limitations(12) (10)Lapse of statute of limitations(1)(3)
Gross unrecognized tax benefit at end of year$27
 $36
Gross unrecognized tax benefit at end of year$33 $30 
The gross unrecognized tax benefit includes tax positions for which the ultimate deductibility is highly certain but there is uncertainty about the timing of such deductibility. At the end of 20192021 and 2018,2020, these amounts were immaterial. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of these tax positions would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority. The total amount of such unrecognized tax benefits that if recognized would favorably affect the effective income tax rate in future periods is $24$30 and $32$28 at the end of 20192021 and 2018,2020, respectively.
Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. InterestAccrued interest and penalties recognized during 20192021 and 20182020, and accrued at the end of each respective period were not material.
The Company is currently under audit by several jurisdictions in the United States and in several foreign countries.abroad. Some audits may conclude in the next 12 months, and the unrecognized tax benefits recorded in relation to the audits may differ from actual settlement amounts. It is not practical to estimate the effect, if any, of any amount of such change during the next 12 months to previously recorded uncertain tax positions in connection with the audits. The Company does not anticipate that there will be a material increase or decrease in the total amount of unrecognized tax benefits in the next 12 months.
The Company files income tax returns in the United States, various state and local jurisdictions, in Canada, and in several other foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state or local examination for years before fiscal 2014.2017. The Company is currently subject to examination in California for fiscal years 2013 to present.
Other Taxes
The Company is undergoingsubject to multiple examinations for value added, sales-based, payroll, product, import or other non-income taxes in various jurisdictions. In certain cases, the Company has received assessments from the authorities. Subsequent toIn the endfourth quarter of 2019,2020, the Company receivedreached an assessment related toagreement on a product tax audit covering multiple years.resulting in a benefit of $84. The Company recorded a charge of $123 in 2019 but plans to protest the assessment.regarding this matter. Other possible losses or range of possible losses associated with these mattersexaminations are either immaterial or an estimate of the possible loss or range of loss cannot be made at this time. If certain matters or a group of matters were to be decided adversely to the Company, it could result in a charge that might be material to the results of an individual fiscal quarter or year.


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Note 9—10—Net Income per Common and Common Equivalent Share
The following table shows the amounts used in computing net income per share and the weighted average number of shares of basic and of potentially dilutive common shares outstanding (shares in 000’s):
202120202019
Net income attributable to Costco$5,007 $4,002 $3,659 
Weighted average basic shares443,089 442,297 439,755 
RSUs1,257 1,604 3,168 
Weighted average diluted shares444,346 443,901 442,923 
 2019 2018 2017
Net income attributable to Costco$3,659
 $3,134
 $2,679
Weighted average basic shares439,755
 438,515
 438,437
RSUs and other3,168
 3,319
 2,500
Weighted average diluted shares442,923
 441,834
 440,937
Note 10—11—Commitments and Contingencies
Legal Proceedings
The Company is involved in a number of claims, proceedings and litigationlitigations arising from its business and property ownership. In accordance with applicable accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters reach a stage where they present loss contingencies that are both probable and reasonably estimable. There may be exposure to loss in excess of any amounts accrued. The Company monitors those matters for developments that would affect the likelihood of a loss (taking into account where applicable indemnification arrangements concerning suppliers and insurers) and the accrued amount, if any, thereof, and adjusts the amount as appropriate. As of the date of this Report, the Company has recorded immaterial accruals with respect to certain matters described below, in addition to other immaterial accruals for matters not described below. If the loss contingency at issue is not both probable and reasonably estimable, the Company does not establish an accrual, but will continue to monitor the matter for developments that will make the loss contingency both probable and reasonably estimable. In each case, there is a reasonable possibility that a loss may be incurred, including a loss in excess of the applicable accrual. For matters where no accrual has been recorded, the possible loss or range of loss (including any loss in excess of the accrual) cannot, in the Company's view, be reasonably estimated because, among other things: (i) the remedies or penalties sought are indeterminate or unspecified; (ii) the legal and/or factual theories are not well developed; and/or (iii) the matters involve complex or novel legal theories or a large number of parties.
The Company is a defendant in a classan action commenced in August 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 member service assistantsemployees who act as greeterswork at entrance and exit doors in the Company’s California warehouses. Canela v. Costco Wholesale Corp., et al. (Case No. 5:13-CV-03598, N.D. Cal. filed July 1, 2013)2013-1-CV-248813; Santa Clara Superior Court).The complaint seeks relief under the California Labor Code, including civil penalties and attorneys’ fees. The Company filed an answer denying the material allegations of the complaint. The action has been stayed pending review by the Ninth Circuit of the order certifying a class. In January 2019, an employee brought similar claims for relief concerning Costco employees engaged at member services counters in California.Rodriguez v. Costco Wholesale Corp. (Case No. RG19001310, Alameda Superior Court filed Jan. 4, 2019). The Company filed an answer denying the 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 or appropriatereasonably comfortable workplace temperature conditions. Lane v. Costco Wholesale Corp.(Dec. 6, 2018 Notice to California Labor and Workforce Development Agency)Case No. CIVDS 1908816; San Bernardino Superior Court). The Company filed an answer denying the material allegations of the complaint.

In October 2019, the parties reached an agreement to settle for an immaterial amount the seating claims on a representative basis, which received court approval in February 2020. The workplace temperature claims continue in litigation.
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In January 2019, a former seasonal employee filed a class action, alleging failure to provide California seasonal employees meal and rest breaks, proper wage statements, and appropriate wages. Jadan v. Costco Wholesale Corp. (Case No. 19-CV-34043819-CV-340438; Santa Clara Superior Court filed Jan. 3, 2019)Court). The complaint seeks relief under the California Labor Code, including civil penalties and attorneys’ fees. In October 2019, the parties reached an agreement on a class settlement for an immaterial amount, which received court approval in January 2021.
In March 2019, employees filed a class action against the Company alleging claims under California law for failure to pay overtime, to provide meal and rest periods and itemized wage statements, to timely pay wages due to terminating employees, to pay minimum wages, and for unfair business practices. Relief is sought under the California Labor Code, including civil penalties and attorneys' fees.Nevarez et ano., v. Costco Wholesale Corp., et al. (Case(Case No. 2:19-cv-0345419-cv-03454; C.D. Cal. Filed Mar. 25, 2019)). 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 the court remanded the action to state court. The remand was appealed; the appeal is in abeyance due to a pending settlement for an immaterial amount that was agreed upon in February 2021. The preliminary approval hearing of the settlement is scheduled for October 2021.
In May 2019, employeesan employee filed a class action against the Company alleging claims under California law for failure to pay overtime, to provide itemized wage statements, to timely pay wages due to terminating employees, to pay minimum wages, and for unfair business practices. Rough v. Costco Wholesale Corp. (Case No. 2:19-cv-0134019-cv-01340; E.D. Cal. filed May 28, 2019)). Relief is sought under the California Labor Code, including civil penalties and attorneys' fees. The Company has moved for partial summary judgement, and the parties have filed competing motions regarding class certification. In August 2019, the plaintiff filed a companion case in state court seeking penalties under PAGA. Rough v. Costco Wholesale Corp. (Case No. FCS053454; Sonoma County Superior Court). Relief is sought under the California Labor Code, including civil penalties and attorneys' fees. The state court action has been stayed pending resolution of the federal action.
In June 2019, employeesan employee filed a class action against the Company alleging claims under California law for failure to pay overtime, to provide meal and rest periods, itemized wage statements, to timely pay wages due to terminating employees, to pay minimum wages, and for unfair business practices. Martinez v. Costco Wholesale Corp., (Case No. 3:19-cv-05624 (N.D.19-cv-05624-EMC; N.D. Cal. filed June 11, 2019)). The Company filed an answer denying the material allegations of the complaint. In August 2019, RoughJune 2021, the plaintiff agreed to dismiss his claims for failure to provide meal and rest breaks and to pay minimum wages. In July 2021, the parties reached an agreement settling for an immaterial amount the remaining claim and related derivative claims.
In April 2020, an employee, alleging underpayment of sick pay, filed a companion case in state court seeking penalties under the California Labor Code Private Attorneys General Act. Rough v. Costco (Case No. FCS053454, Sonoma County Superior Court, filed August 23, 2019). Relief is sought under the California Labor Code, including civil penaltiesclass and attorneys' fees. In September 2019, an employee re-filed a classrepresentative action against the Company, alleging claims under California law for failure to pay all wages at termination and for Labor Code penalties under PAGA. Kristy v. Costco Wholesale Corp. (Case No. 5:20-cv-04119; N.D. Cal.). The case was stayed due to providethe plaintiff's bankruptcy, and his individual claim was settled for an immaterial amount. A request for dismissal of the class and representative action is pending.
In July 2020, an employee filed an action under PAGA on behalf of all California non-exempt employees alleging violations of California Labor Code provisions regarding meal and rest periods, and itemizedminimum wage, overtime, wage statements, reimbursement of expenses, and payment of wages at termination. Schwab v. Costco Wholesale Corporation (Case No. 37-2020-00023551-CU-OE-CTL; San Diego County Superior Court). In August 2020, the Company filed a motion to timely pay wages due to terminatingstrike portions of the complaint, which was denied, and an answer has been filed denying the material allegations of the complaint.
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In December 2020, a former employee filed suit against the Company asserting collective and class claims on behalf of non-exempt employees under the Fair Labor Standards Act and New York Labor Law for failure to pay minimumfor all hours worked on a weekly basis and failure to provide proper wage statements and notices. The plaintiff also asserts individual retaliation claims. Cappadora v. Costco Wholesale Corp. (Case No. 1:20-cv-06067; E.D.N.Y.). An amended complaint was filed, and the Company has denied the material allegations of the amended complaint. In August 2021, a former employee filed a similar suit, asserting collective and class claims on behalf of non-exempt employees under the FLSA and New York law. Umadat v. Costco Wholesale Corp. (Case No. 2:21-cv-4814; E.D.N.Y.). The Company has not yet responded to the complaint.
In February 2021, a former employee filed a class action against the Company alleging violations of California Labor Code regarding payment of wages, meal and rest periods, wage statements, reimbursement of expenses, payment of final wages to terminated employees, and for unfair business practices. Edwards v. Costco Wholesale Corp. (Case No. 5:21-cv-00716: C.D. Cal.). In May 2021, the Company filed a motion to dismiss the complaint, which was granted with leave to amend. In June 2021, the plaintiff filed an amended complaint, which the Company moved 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 a second amended complaint and filed a separate representative action under PAGA asserting the same Labor Code claims and seeking civil penalties and attorneys' fees. The Company has filed an answer to the second amended class action complaint denying the material allegations.
In July 2021, a former temporary staffing employee filed a class action against the Company and a staffing company alleging violations of the California Labor Code regarding payment of wages, meal and rest periods, wage statements, the timeliness of wages and final wages, and for unfair business practices. MosleyDimas v. Costco Wholesale Corp. (Case(Case No. 2:19-cv-07935, C.D. Cal. filed Sept. 12, 2019)STK-CV-UOE-2021-0006024; San Joaquin Superior Court). Relief is sought underThe Company has not yet responded to the California Labor Code, including civil penalties and attorneys' fees.complaint.
InBeginning in December 2017, the United States Judicial Panel on Multidistrict Litigation has consolidated numerous cases concerning the impacts of opioid abuses filed against various defendants by counties, cities, hospitals, Native American tribes, and third-party payors, concerning the impacts of opioid abuse. and others. In re National Prescription Opiate Litigation(MDL No. 2804) (N.D. Ohio). Included are federal cases that name the Company, including actions filed by counties and cities in Michigan, New Jersey, Oregon, Virginia and South Carolina, a third-party payor in Ohio, and a hospital in Texas, class actions filed in thirty-eight states on behalf of infants born with opioid-related medical conditions. In 2019 similarconditions in 40 states, and class actions were commenced against the Companyand individual actions filed on behalf of individuals seeking to recover alleged increased insurance costs associated with opioid abuse in state courts in Utah.43 states and American Samoa. Claims against the Company in state courts in New Jersey, Oklahoma, Utah, and OklahomaArizona have been dismissed. The Company is defending all of thesethe pending matters.
The Company and its CEO and CFO arewere defendants in putative class actions brought on behalf of shareholders who acquired Company stock between June 6 and October 25, 2018. Johnson v. Costco Wholesale Corp., et al.(W.D. Wash.; filed Nov. 5, 2018);Chen v. Costco Wholesale Corp., et al.(W.D. Wash.; filed Dec. 11, 2018). The complaints allegealleged violations of the federal securities laws stemming from the Company’s disclosures concerning internal control over financial reporting. They seek unspecified damages, equitable relief, interest, and costs and attorneys’ fees.  On January 30, 2019, an order was entered consolidating the actions and aA consolidated amended complaint was filed on April 16, 2019. On November 26, 2019, the court entered an order dismissing the consolidated amended complaint and granting the plaintiffs leave to file a further amended complaint. A motion to dismiss thefurther amended complaint was filed on June 7.

March 9, which the court dismissed with prejudice on August 19, 2020. On July 20, 2021, the Ninth Circuit affirmed the dismissal.
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Members of the Board of Directors, one other individual, and the Company arewere defendants in a shareholder derivative action related to the internal controls and related disclosures identified in the putative class actions, alleging that the individual defendants breached their fiduciary duties. Wedekind v. Hamilton James, Susan Decker, Kenneth Denman, Richard Galanti, Craig Jelinek, Richard Libenson, John Meisenbach, Charles Munger, Jeffrey Raikes, John Stanton, Mary Agnes Wilderotter, and Costco Wholesale Corp.(W.D. Wash.; filed Dec. 11, 2018). The complaint seeks unspecified damages, disgorgement of compensation, corporate governance changes, and costs and attorneys' fees.  Because the complaint is derivative in nature, it does not seek monetary damages from the Company, which is a nominal defendant. By agreement among the parties the action has been stayed pending further proceedings in the class actions. Similar actions were filed in King County Superior Court on February 20, 2019,Elliott v. Hamilton James, Susan Decker, Kenneth Denman, Richard Galanti, Craig Jelinek, Richard Libenson, John Meisenbach, Charles Munger, Jeffrey Raikes, John Stanton, Mary Agnes Wilderotter, and Costco Wholesale Corp. (Case No. 19-2-04824-7), and April 16, 2019, Brad Shuman, et ano. v. Hamilton James, Susan Decker, Kenneth Denman, Richard Galanti, Craig Jelinek, John Meisenbach, Charles Munger, Jeffrey Raikes, John Stanton, Mary Agnes Wilderotter, and Costco Wholesale Corp. (Case No. 19-2-10460-1), and June 12, 2019, Rahul Modi v.Hamilton James, Susan Decker, Kenneth Denman, Richard Galanti, Craig Jelinek, John Meisenbach, Charles Munger, Jeffrey Raikes, John Stanton, Mary Agnes Wilderotter, and Costco Wholesale Corp. (Case No. 19-2-15514-1). TheseIn light of the dismissal in Johnson noted above, the plaintiffs in the derivative actions agreed voluntarily to dismiss their complaints.
On June 23, 2020, a putative class action was filed against the Company, the “Board of Directors,” the “Costco Benefits Committee” and others under the Employee Retirement Income Security Act, in the United States District Court for the Eastern District of Wisconsin. Dustin S. Soulek v. Costco Wholesale, et al., Case No. 1:20-cv-937. The class is alleged to be beneficiaries of the Costco 401(k) plan from June 23, 2014, and the claims are that the defendants breached their fiduciary duties in the operation and oversight of the plan. The complaint seeks injunctive relief, damages, interest, costs, and attorneys' fees. On September 11, 2020, the defendants filed a motion to dismiss the complaint, and on September 21 the plaintiffs filed an amended complaint, which the defendants have also been stayed.
In November 2016 and September 2017, the Company received notices of violation from the Connecticut Department of Energy and Environmental Protection regarding hazardous waste practices at its Connecticut warehouses, primarily concerning unsalable pharmaceuticals. The reliefmoved to be sought is not known at this time. The Company is seeking to cooperate concerning the resolution of these notices. On February 13, 2019, the Company's affiliate in Spain received notice from the General Directorate on Environment and Sustainability of the Regional Government of Madrid that the Directorate was investigating issues concerning rain, sewage and hydrocarbon drainage related to the Company's warehouse in Getafe. In August the Company was advised that no fines would be sought in this matter.dismiss.
The Company does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual fiscal quarter or year.



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Note 11—12—Segment Reporting
The Company and its subsidiaries areis principally engaged in the operation of membership warehouses through wholly owned subsidiaries in the U.S., Canada, Mexico, Japan, U.K., Japan, Korea, Australia, Spain, Iceland, France, and China and through a majority-owned subsidiary in Taiwan. Reportable segments are largely based on management’s organization of the operating segments for operational decisions and assessments of financial performance, which considers geographic locations. The material accounting policies of the segments are as described in Note 1. Inter-segment net sales and expenses have been eliminated in computing total revenue and operating income. Certain operating expenses, predominantly stock-based compensation, incurred on behalf of the Company's Canadian and Other International operations, are included in the U.S. operations because those costs generally come under the responsibility of U.S. management.
The following table provides information for the Company's reportable segments:
United States
Operations
Canadian
Operations
Other
International
Operations
Total
United States
Operations
 
Canadian
Operations
 
Other
International
Operations
 Total
20212021
Total revenueTotal revenue$141,398 $27,298 $27,233 $195,929 
Operating incomeOperating income4,262 1,176 1,270 6,708 
Depreciation and amortizationDepreciation and amortization1,339 177 265 1,781 
Additions to property and equipmentAdditions to property and equipment2,612 272 704 3,588 
Property and equipment, netProperty and equipment, net15,993 2,317 5,182 23,492 
Total assetsTotal assets39,589 5,962 13,717 59,268 
20202020
Total revenueTotal revenue$122,142 $22,434 $22,185 $166,761 
Operating incomeOperating income3,633 860 942 5,435 
Depreciation and amortizationDepreciation and amortization1,248 155 242 1,645 
Additions to property and equipmentAdditions to property and equipment2,060 258 492 2,810 
Property and equipment, netProperty and equipment, net14,916 2,172 4,719 21,807 
Total assetsTotal assets38,366 5,270 11,920 55,556 
2019       2019
Total revenue$111,751
 $21,366
 $19,586
 $152,703
Total revenue$111,751 $21,366 $19,586 $152,703 
Operating income3,063
 924
 750
 4,737
Operating income3,063 924 750 4,737 
Depreciation and amortization1,126
 143
 223
 1,492
Depreciation and amortization1,126 143 223 1,492 
Additions to property and equipment2,186
 303
 509
 2,998
Additions to property and equipment2,186 303 509 2,998 
Net property and equipment14,367
 2,044
 4,479
 20,890
Property and equipment, netProperty and equipment, net14,367 2,044 4,479 20,890 
Total assets32,162
 4,369
 8,869
 45,400
Total assets32,162 4,369 8,869 45,400 
2018       
Total revenue$102,286
 $20,689
 $18,601
 $141,576
Operating income2,787
 939
 754
 4,480
Depreciation and amortization1,078
 135
 224
 1,437
Additions to property and equipment2,046
 268
 655
 2,969
Net property and equipment13,353
 1,900
 4,428
 19,681
Total assets28,207
 4,303
 8,320
 40,830
2017       
Total revenue$93,889
 $18,775
 $16,361
 $129,025
Operating income2,644
 841
 626
 4,111
Depreciation and amortization1,044
 124
 202
 1,370
Additions to property and equipment1,714
 277
 511
 2,502
Net property and equipment12,339
 1,820
 4,002
 18,161
Total assets24,068
 4,471
 7,808
 36,347
Disaggregated Revenue
The following table summarizes net sales by merchandise category:category; sales from e-commerce websites and business centers have been allocated to their respective merchandise categories:
202120202019
Foods and Sundries$77,277 $68,659 $59,672 
Non-Foods55,966 44,807 41,160 
Fresh Foods27,183 23,204 19,948 
Warehouse Ancillary and Other Businesses31,626 26,550 28,571 
     Total net sales$192,052 $163,220 $149,351 

64
 2019 2018 2017
Food and Sundries$59,672
 $56,073
 $52,362
Hardlines24,570
 22,620
 20,583
Fresh Foods19,948
 18,879
 17,849
Softlines16,590
 15,387
 14,537
Ancillary28,571
 25,475
 20,841
     Total Net Sales$149,351
 $138,434
 $126,172


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Note 12—Quarterly Financial Data (Unaudited)
The two tables that follow reflect the unaudited quarterly results of operations for 2019 and 2018.
 52 Weeks Ended September 1, 2019
 
First
Quarter
(12 Weeks)
 
Second
Quarter
(12 Weeks)
 
Third
Quarter
(12 Weeks)
 
Fourth
Quarter
(16 Weeks)
 
Total
(52 Weeks)
REVENUE         
Net sales$34,311
 $34,628
 $33,964
 $46,448
 $149,351
Membership fees758
 768
 776
 1,050
 3,352
Total revenue35,069
 35,396
 34,740
 47,498
 152,703
OPERATING EXPENSES         
Merchandise costs30,623
 30,720
 30,233
 41,310
 132,886
Selling, general and administrative3,475
 3,464
 3,371
 4,684
(1 
) 
14,994
Preopening expenses22
 9
 14
 41
 86
Operating income949
 1,203
 1,122
 1,463
 4,737
OTHER INCOME (EXPENSE)         
Interest expense(36) (34) (35) (45) (150)
Interest income and other, net22
 46
 36
 74
 178
INCOME BEFORE INCOME TAXES935
 1,215
 1,123
 1,492
 4,765
Provision for income taxes158
 314
 207
 382
 1,061
Net income including noncontrolling interests777
 901
 916
 1,110
 3,704
Net income attributable to noncontrolling interests(10) (12) (10) (13) (45)
NET INCOME ATTRIBUTABLE TO COSTCO$767
 $889
 $906
 $1,097
 $3,659
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:         
Basic$1.75
 $2.02
 $2.06
 $2.49
 $8.32
Diluted$1.73
 $2.01
 $2.05
 $2.47
 $8.26
Shares used in calculation (000’s)         
Basic439,157
 440,284
 439,859
 439,727
 439,755
Diluted442,749
 442,337
 442,642
 443,400
 442,923
CASH DIVIDENDS DECLARED PER COMMON SHARE$0.57
 $0.57
 $0.65
 $0.65
 $2.44
_______________
(1) Includes a $123 charge for a product tax assessment.


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 52 Weeks Ended September 2, 2018
 
First
Quarter
(12 Weeks)
 
Second
Quarter
(12 Weeks)
 
Third
Quarter
(12 Weeks)
 
Fourth
Quarter
(16 Weeks)
 Total (52 Weeks)
REVENUE         
Net sales$31,117
 $32,279
 $31,624
 $43,414
 $138,434
Membership fees692
 716
 737
 997
 3,142
Total revenue31,809
 32,995
 32,361
 44,411
 141,576
OPERATING EXPENSES         
Merchandise costs27,617
 28,733
 28,131
 38,671
 123,152
Selling, general and administrative3,224
 3,234
 3,155
 4,263
 13,876
Preopening expenses17
 12
 8
 31
 68
Operating income951
 1,016
 1,067
 1,446
 4,480
OTHER INCOME (EXPENSE)         
Interest expense(37) (37) (37) (48) (159)
Interest income and other, net22
 7
 41
 51
 121
INCOME BEFORE INCOME TAXES936
 986
 1,071
 1,449
 4,442
Provision for income taxes285
 273
 309
 396
 1,263
Net income including noncontrolling interests651
 713
 762
 1,053
 3,179
Net income attributable to noncontrolling interests(11) (12) (12) (10) (45)
NET INCOME ATTRIBUTABLE TO COSTCO$640
 $701
 $750
 $1,043
 $3,134
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:         
Basic$1.46
 $1.60
 $1.71
 $2.38
 $7.15
Diluted$1.45
 $1.59
 $1.70
 $2.36
 $7.09
Shares used in calculation (000’s)         
Basic437,965
 439,022
 438,740
 438,379
 438,515
Diluted440,851
 441,568
 441,715
 442,427
 441,834
CASH DIVIDENDS DECLARED PER COMMON SHARE$0.50
 $0.50
 $0.57
 $0.57
 $2.14


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Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A—Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our 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 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 CommissionSEC and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer (CEO) and the Chief Financial Officer, (CFO), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of September 1, 2019August 29, 2021 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of September 1, 2019,August 29, 2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework (2013).
As disclosed in Part II Item 9A Controls and Procedures inBased on its assessment, management has concluded that our Annual Report on Form 10-K for the fiscal year ended September 2, 2018, during the fourth quarter of fiscal 2018 we identified a material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access and program change-management over certain information technology (IT) systems that support the Company’s financial reporting processes.
During 2019, management implementedwas effective as of August 29, 2021. The attestation of KPMG LLP, our previously disclosed remediation plan that included: (i) creating and filling an IT Compliance Oversight function; (ii) developing a training program addressing ITGCs and policies, including educatingindependent registered public accounting firm, on the effectiveness of our internal control owners concerning the principles and requirements of each control, with a focus on those related to user access and change-management over IT systems impacting financial reporting; (iii) developing and maintaining documentation underlying ITGCs to promote knowledge transfer upon personnel and function changes; (iv) developing enhanced risk assessment procedures and controls related to changes in IT systems; (v) implementing an IT management review and testing plan to monitor

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ITGCs with a specific focus on systems supporting our financial reporting processes; and (vi) enhanced quarterly reporting onis included with the remediation measures to the Audit Committeeconsolidated financial statements in Item 8 of the Board of Directors.
During the fourth quarter of 2019, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective. As a result we have concluded the material weakness has been remediated as of September 1, 2019.this Report.
Changes in Internal Control Over Financial Reporting
Except for the changes in connection with our implementation of the remediation plan discussed above, thereThere have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 20192021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
/s/    W. CRAIG JELINEK
W. Craig Jelinek
President, Chief Executive Officer and Director

/s/    RICHARD A. GALANTI
65
Richard A. Galanti
Executive Vice President, Chief Financial Officer and Director


Table of Contents

Item 9B—Other Information
None.
PART III
Item 10—Directors, Executive Officers and Corporate Governance
Information relating to the availability of our code of ethics for senior financial officers and a list of our executive officers appear in Part I, Item 1 of this Report. The information required by this Item concerning our directors and nominees for director is incorporated herein by reference to the sections entitled “Proposal 1: Election of Directors,” “Directors,”“Directors” and “Committees of the Board” and “Section 16(a) Beneficial Ownership Reporting Compliance” in Costco’s Proxy Statement for its 20202022 annual meeting of stockholders,shareholders, which will be filed with the SEC within 120 days of the end of our fiscal year (“Proxy Statement”).
Item 11—Executive Compensation
The information required by this Item is incorporated herein by reference to the sections entitled “Compensation of Directors,” “Executive Compensation,” and “Compensation Discussion and Analysis” in Costco’s Proxy Statement.
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the section entitled “Principal Shareholders” and “Equity Compensation Plan Information” in Costco’s Proxy Statement.

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Item 13—Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the sections entitled “Proposal 1: Election of Directors,” “Directors,” “Committees of the Board,” “Shareholder Communications to the Board,” “Meeting Attendance,” “Report of the Compensation Committee of the Board of Directors,” “Certain Relationships and Transactions” and “Report of the Audit Committee” in Costco’s Proxy Statement.
Item 14—Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the sections entitled “Independent Public Accountants” in Costco’s Proxy Statement.
PART IV
Item 15—Exhibits, Financial Statement Schedules
(a)Documents filed as part of this report are as follows:
1.Financial Statements:
(a)Documents filed as part of this report are as follows:
1.Financial Statements:
See the listing of Financial Statements included as a part of this Form 10-K in Item 8 of Part II.
2.Financial Statement Schedules:
All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
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(b)Exhibits: The required exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.
(b)Exhibits: The required exhibits are filedIncorporated by Reference
Exhibit
Number
Exhibit DescriptionFiled
Herewith
FormPeriod EndedFiling Date
3.110-Q2/16/20203/12/2020
3.28-K1/29/2020
3.2.18-K9/16/2020
4.1
First Supplemental Indenture between Costco Wholesale Corporation and U.S. Bank National Association, as Trustee, dated as of March 20, 2002 (incorporated by reference to Exhibits 4.1 and 4.2 to the Company's Current Report on the Form 10-K or are incorporated herein by reference.8-K filed on March 25, 2002)
8-K3/25/2002
4.2
Form of 1.375% Senior Notes due June 20, 2027
8-K4/17/2020
4.38-K4/17/2020
4.48-K4/17/2020
4.58-K5/16/2017
4.68-K5/16/2017
4.78-K5/16/2017
4.810-K8/30/202010/7/2020
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
FormPeriod EndedFiling Date
10-Q2/17/20193/13/2019
8-K4/30/2019
8-K5/16/2017
8-K5/16/2017
8-K5/16/2017
8-K5/16/2017
10-K9/2/201210/19/2012
DEF 1412/17/2019
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
FormPeriod EndedFiling Date
10.1*10-K9/2/201210/19/2012
10.2*DEF 1412/17/2019
10.3*DEF 14A12/19/2014
10-Q11/22/201524/201912/17/201523/2019
10-Q11/22/201524/201912/17/201523/2019
67


Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFiled
Herewith
FormPeriod EndedFiling Date
10.3.3*10-Q11/22/201524/201912/17/201523/2019
10.3.4*10-Q11/22/201524/201912/17/201523/2019
8-K10/26/201815/2020
10.5*10-Q11/20/201612/16/2016
10.5.1*10-Q11/25/201812/20/2018
10.5.2*10-Q11/24/201912/23/2019
10.5.3*10-Q11/22/202012/16/2020
10.614A12/13/1999
10-K9/1/201310/16/2013
10-Q/A5/10/20158/31/2015
10-Q11/22/201512/17/2015
10-Q2/14/20163/9/2016
10-K8/28/201610/12/2016
10-Q2/18/20183/15/2018
10.8.5**10-Q2/17/20193/13/2019

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Table of Contents



Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFiled
Herewith
FormPeriod EndedFiling Date
10.8.6**10-K9/1/201910/11/2019
10.8.7**10-Q2/14/20213/10/2021
21.1x
23.1Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
FormPeriod EndedFiling Date
10-Q2/17/20193/13/2019
x
x
x
x
x
101.INSInline XBRL Instance Documentx
101.SCHInline XBRL Taxonomy Extension Schema Documentx
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Documentx
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Documentx
101.LABInline XBRL Taxonomy Extension Label Linkbase Documentx
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Documentx
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)x
 _____________________
* Management contract, compensatory plan or arrangement.
** Portions of this exhibit have been omitted under a confidential treatment order issued by the Securities and Exchange Commission.
(c)Financial Statement Schedules—None.
(c)Financial Statement Schedules—None.
Item 16—Form 10-K Summary
None.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
October 10, 2019
5, 2021
COSTCO WHOLESALE CORPORATION
(Registrant)
By
/s/ RICHARD A. GALANTI
Richard A. Galanti
Executive Vice President, Chief Financial Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
October 10, 2019
5, 2021
By
/s/ W. CRAIG JELINEK
By
/s/ HAMILTON E. JAMES
W. Craig Jelinek
President, Chief Executive Officer and Director
Hamilton E. James

Chairman of the Board
By
/s/ RICHARD A. GALANTI
By
/s/ DANIEL M. HINES
Richard A. Galanti

Executive Vice President, Chief Financial Officer and Director

(Principal Financial Officer)
Daniel M. Hines

Senior Vice President and Corporate Controller

(Principal Accounting Officer)
By
/s/ SUSAN L. DECKER
By
/s/ KENNETH D. DENMAN
Susan L. Decker

Director
Kenneth D. Denman

Director
By
/s/ SALLY JOHN W. MEISENBACHEWELL
By
/s/ CHARLES T. MUNGER
John W. Meisenbach
Sally Jewell
Director
Charles T. Munger

Director
By
/s/ JEFFREY S. RAIKES
By
/s/ JOHN W. STANTON
Jeffrey S. Raikes

Director
John W. Stanton

Director
By
/s/ MARY (MAGGIE) A. WILDEROTTER
Mary (Maggie) A. Wilderotter

Director



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