COSTCO WHOLESALE CORP /NEW 10-K

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 August 29, 2021 and August 30, 2020, the related consolidated statements of income, comprehensive income, equity, and cash flows for the 52-week periods ended August 29, 2021, August 30, 2020 and September 1, 2019, 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 August 29, 2021 and August 30, 2020, and the results of its operations and its cash flows for the 52-week periods ended August 29, 2021, August 30, 2020 and September 1, 2019, 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 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 5, 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 Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 33 Table of Contents 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 August 29, 2021 were $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 skill and knowledge needed to evaluate the underlying assumptions and judgments made by the Company in the actuarial models. Specifically, subjective auditor judgment was required to evaluate the Company's selected loss rates and initial expected losses used in the actuarial models. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance workers' compensation process. This included controls related to the development and selection of the assumptions listed above used in the actuarial calculation and review of the actuarial 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 • Evaluating the Company’s ability to estimate self-insurance workers' compensation liabilities by comparing its historical estimates with actual incurred losses and paid losses • Evaluating the above 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 /s/ KPMG LLP We have served as the Company’s auditor since 2002. Seattle, Washington October 5, 2021 34 Table of Contents 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 ’ (the Company) internal control over financial reporting as of 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 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 August 29, 2021 and August 30, 2020, the related consolidated statements of income, comprehensive income, equity, and cash flows for the 52-week periods ended August 29, 2021, August 30, 2020 and September 1, 2019 , and the related notes (collectively, the consolidated financial statements), and our report dated October 5, 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. 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. 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 5, 2021 35 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF INCOME (amounts in millions, except per share data) 52 Weeks Ended 52 Weeks Ended 52 Weeks Ended August 29, 2021 August 30, 2020 September 1, 2019 REVENUE Net sales $ 192,052 $ 163,220 $ 149,351 Membership fees 3,877 3,541 3,352 Total revenue 195,929 166,761 152,703 OPERATING EXPENSES Merchandise costs 170,684 144,939 132,886 Selling, general and administrative 18,461 16,332 14,994 Preopening expenses 76 55 86 Operating income 6,708 5,435 4,737 OTHER INCOME (EXPENSE) Interest expense ( 171 ) ( 160 ) ( 150 ) Interest income and other, net 143 92 178 INCOME BEFORE INCOME TAXES 6,680 5,367 4,765 Provision for income taxes 1,601 1,308 1,061 Net income including noncontrolling interests 5,079 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) Basic 443,089 442,297 439,755 Diluted 444,346 443,901 442,923 The accompanying notes are an integral part of these consolidated financial statements. 36 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (amounts in millions) 52 Weeks Ended 52 Weeks Ended 52 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, net 181 162 ( 245 ) Comprehensive income 5,260 4,221 3,459 Less: Comprehensive income attributable to noncontrolling interests 93 80 37 COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO $ 5,167 $ 4,141 $ 3,422 The accompanying notes are an integral part of these consolidated financial statements. 37 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED BALANCE SHEETS (amounts in 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 investments 917 1,028 Receivables, net 1,803 1,550 Merchandise inventories 14,215 12,242 Other current assets 1,312 1,023 Total current assets 29,505 28,120 OTHER ASSETS Property and equipment, net 23,492 21,807 Operating lease right-of-use assets 2,890 2,788 Other long-term assets 3,381 2,841 TOTAL ASSETS $ 59,268 $ 55,556 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 16,278 $ 14,172 Accrued salaries and benefits 4,090 3,605 Accrued member rewards 1,671 1,393 Deferred membership fees 2,042 1,851 Current portion of long-term debt 799 95 Other current liabilities 4,561 3,728 Total current liabilities 29,441 24,844 OTHER LIABILITIES Long-term debt, excluding current portion 6,692 7,514 Long-term operating lease liabilities 2,642 2,558 Other long-term liabilities 2,415 1,935 TOTAL LIABILITIES 41,190 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 4 4 Additional paid-in capital 7,031 6,698 Accumulated other comprehensive loss ( 1,137 ) ( 1,297 ) Retained earnings 11,666 12,879 Total Costco stockholders’ equity 17,564 18,284 Noncontrolling interests 514 421 TOTAL EQUITY 18,078 18,705 TOTAL LIABILITIES AND EQUITY $ 59,268 $ 55,556 The accompanying notes are an integral part of these consolidated financial statements. 38 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF EQUITY (amounts in millions) 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 SEPTEMBER 2, 2018 438,189 $ 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 restricted stock units (RSUs), including tax effects 2,533 — ( 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, 2019 439,625 4 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 effects 2,273 — ( 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, 2020 441,255 4 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 effects 1,928 — ( 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, 2021 441,825 $ 4 $ 7,031 $ ( 1,137 ) $ 11,666 $ 17,564 $ 514 $ 18,078 The accompanying notes are an integral part of these consolidated financial statements. 39 Table of Contents COSTCO WHOLESALE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in millions) 52 Weeks Ended 52 Weeks Ended 52 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 amortization 1,781 1,645 1,492 Non-cash lease expense 286 194 — Stock-based compensation 665 619 595 Other non-cash operating activities, net 85 42 9 Deferred income taxes 59 104 147 Changes in operating assets and liabilities: Merchandise inventories ( 1,892 ) ( 791 ) ( 536 ) Accounts payable 1,838 2,261 322 Other operating assets and liabilities, net 1,057 728 623 Net cash provided by operating activities 8,958 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 investments 1,446 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 outstanding 188 137 210 Proceeds from short-term borrowings 41 — — 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 EQUIVALENTS 46 70 ( 15 ) Net change in cash and cash equivalents ( 1,019 ) 3,893 2,329 CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 12,277 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 Table of Contents 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 August 29, 2021, Costco operated 815 warehouses worldwide: 564 in the United States (U.S.) located in 46 states, Washington, D.C., and Puerto Rico, 105 in Canada, 39 in Mexico, 30 in Japan, 29 in the United Kingdom (U.K.), 16 in Korea, 14 in Taiwan, 12 in Australia, three in Spain, and one each in Iceland, France and China. The Company operates e-commerce websites in the U.S., Canada, U.K., Mexico, Korea, Taiwan, Japan, and 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. Unless otherwise noted, references to net income relate to net income attributable to Costco. Fiscal Year End The Company operates on a 52/53-week fiscal year basis with the year ending on the Sunday closest to August 31. References to 2021, 2020, and 2019 relate to the 52-week fiscal years ended August 29, 2021, August 30, 2020, and September 1, 2019, respectively. 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 $ 1,816 and $ 1,636 at the end of 2021 and 2020, respectively. 41 Table of Contents The Company provides for the daily replenishment of major bank accounts as payments are presented. Included in accounts payable at the end of 2021 and 2020, are $ 999 and $ 810 , respectively, representing the excess of outstanding payments over cash on deposit at the banks on which the payments were drawn. Short-Term Investments Short-term investments generally 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 credit impairment, using both qualitative and quantitative criteria. In the event a security is deemed to be 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 3 , 4 , and 5 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 LIBOR 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 42 Table of Contents 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. Receivables, Net Receivables consist primarily of vendor, reinsurance, credit card incentive, third-party pharmacy and other receivables. Vendor receivables include discounts and volume 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 credit losses which considers creditworthiness of vendors and third parties, historical experience and current economic trends. Write-offs of receivables were immaterial in 2021, 2020, and 2019. Merchandise Inventories Merchandise inventories consist of the following: 2021 2020 United States $ 10,248 $ 8,871 Canada 1,456 1,310 Other International 2,511 2,061 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 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 using estimates based on 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. 43 Table of Contents Property and Equipment, Net Property and equipment are stated at cost. Depreciation and amortization expense is computed primarily using the straight-line method over estimated useful 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 certain at the date the leasehold improvements are made. The Company capitalizes certain computer software and costs incurred in developing or obtaining software for internal use. During development, these costs are included in construction in progress. To the extent that the assets become ready for their intended use, these costs are included in equipment and fixtures and amortized on a straight-line basis over their estimated useful lives. In the fourth quarter of 2021, the 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 2021 and 2020 were immaterial. The following table summarizes the Company's property and equipment balances at the end of 2021 and 2020: Estimated Useful Lives 2021 2020 Land N/A $ 7,507 $ 6,696 Buildings and improvements 5-50 years 19,139 17,982 Equipment and fixtures 3-20 years 9,505 8,749 Construction in progress N/A 1,507 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 2020 or 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. 44 Table of Contents 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 Operations Canadian Operations Other International Operations Total Balance at September 1, 2019 $ 13 $ 27 $ 13 $ 53 Changes in currency translation — — 1 1 Acquisition 934 — — 934 Balance at August 30, 2020 $ 947 $ 27 $ 14 $ 988 Changes in currency translation and other (1) 6 1 1 8 Balance at August 29, 2021 $ 953 $ 28 $ 15 $ 996 ____________ (1) Other consists of changes to the purchase price allocation. See Note 2 . 45 Table of Contents 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 Claims for employee health care benefits, workers’ compensation, general liability, property damage, directors’ and officers’ liability, vehicle liability, inventory loss, and other exposures are funded predominantly through self-insurance. Insurance coverage is maintained for certain risks to limit exposures arising from very large losses. The 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 2021 and 2020, these insurance liabilities were $ 1,257 and $ 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 contracts upon certain triggering events. There 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 was immaterial. The aggregate notional amounts of open, unsettled forward foreign-exchange contracts were $ 1,331 and $ 1,036 at the end of 2021 and 2020, respectively. See Note 4 for information on the fair value of unsettled forward foreign-exchange contracts at the end of 2021 and 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 immaterial in 2021, 2020 and 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 46 Table of Contents derivative instruments, but generally qualify for the “normal purchases and 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 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 in 2021, 2020, and 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. The Company offers merchandise in the following core merchandise categories: foods and sundries, non-foods (previously hardlines 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. 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. 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 for merchandising decisions, maintains the relationship with the member, including assurance of member service and satisfaction, and has pricing discretion. 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 2021 and 2020 were $ 2,042 and $ 1,851 , respectively. In most countries, the Company's Executive members qualify for a 2% reward on qualified purchases, subject to an annual maximum 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 2021, 2020, and 2019, the net reduction in sales was $ 2,047 , $ 1,707 , and $ 1,537 respectively. 47 Table of Contents 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. Shop card liabilities are included in other current liabilities in the consolidated balance sheets. Citibank, N.A. 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 manufacturing 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. 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, which are not material. Amounts expensed under all plans were $ 748 , $ 676 , and $ 614 for 2021, 2020, and 2019, respectively, and are predominantly included in selling, general and administrative expenses in the consolidated statements of income. Stock-Based Compensation 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. 48 Table of Contents 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 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 8 for additional information on the Company’s stock-based compensation plans. Preopening Expenses Preopening expenses include startup costs for 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 7 for additional information. 49 Table of Contents Note 2—Acquisition of Innovel On March 17, 2020, the Company acquired Innovel Solutions for $ 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 United States and Puerto Rico. Its financial results have been included in the Company's consolidated financial statements from the date of acquisition. The net purchase price of $ 999 has been allocated to the tangible and intangible assets of $ 294 and liabilities assumed of $ 235 , based on fair values on the acquisition date. The remaining unallocated net purchase price of $ 940 was recorded as goodwill. Goodwill represents the acquisition's benefits to the Company, which include the ability to serve more members and improve delivery times, enabling growth in certain segments of our U.S. e-commerce operations. The Company assigned this goodwill, which is deductible for tax purposes, to reporting units within the U.S. segment. Changes to the purchase price allocation originally recorded in 2020 were not material. Note 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 $ 6 $ 381 Held-to-maturity: Certificates of deposit 536 — 536 Total short-term investments $ 911 $ 6 $ 917 2020: Cost Basis Unrealized Gains, Net Recorded Basis Available-for-sale: Government and agency securities $ 436 $ 12 $ 448 Held-to-maturity: Certificates of deposit 580 — 580 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 August 29, 2021, and August 30, 2020. At the end of 2021 and 2020, there were no available-for-sale securities in a continuous unrealized-loss position. There were no sales of available-for-sale securities during 2021 or 2020. The maturities of available-for-sale and held-to-maturity securities at the end of 2021 are as follows: Available-For-Sale Held-To-Maturity Cost Basis Fair Value Due in one year or less $ 190 $ 191 $ 536 Due after one year through five years 185 190 — Total $ 375 $ 381 $ 536 50 Table of Contents Note 4—Fair Value Measurement Assets and Liabilities Measured at Fair Value on a Recurring Basis The table below presents 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 2021 2020 Investment in government and agency securities (1) $ 393 $ 508 Forward foreign-exchange contracts, in asset position (2) 17 1 Forward foreign-exchange contracts, in (liability) position (2) ( 2 ) ( 21 ) Total $ 408 $ 488 ____________ (1) At August 29, 2021, $ 12 cash and cash equivalents and $ 381 short-term investments are included in the accompanying consolidated balance sheets. At August 30, 2020, $ 60 cash and 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 between levels during 2021 or 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. Fair value adjustments to nonfinancial assets during 2021 were immaterial and there were no fair value adjustments to these items during 2020. Note 5—Debt Short-Term Borrowings The Company maintains various short-term bank credit facilities, with a borrowing capacity of $ 1,050 and $ 967 , in 2021 and 2020, respectively. Borrowings on these short-term facilities were immaterial during 2021 and 2020. Short-term borrowings outstanding were $ 41 at the end of 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, 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, 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, valued using Level 3 inputs. In June 2021, the Japanese subsidiary repaid approximately $ 94 of its Guaranteed Senior Notes. 51 Table of Contents In April 2020, the Company issued $ 4,000 in aggregate principal amount of Senior Notes as 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 on the 2.150 % and 2.250 % Senior Notes, respectively. The early redemption resulted in a $ 36 charge which was recorded in interest income and other, net in 2020. At the end of 2021 and 2020, the fair value of the Company's long-term debt, including the current portion, was approximately $ 7,692 and $ 7,987 , respectively. The carrying value of long-term debt consisted of the following: 2021 2020 2.300% Senior Notes due May 2022 $ 800 $ 800 2.750% Senior Notes due May 2024 1,000 1,000 3.000% Senior Notes due May 2027 1,000 1,000 1.375% Senior Notes due June 2027 1,250 1,250 1.600% Senior Notes due April 2030 1,750 1,750 1.750% Senior Notes due April 2032 1,000 1,000 Other long-term debt 731 857 Total long-term debt 7,531 7,657 Less unamortized debt discounts and issuance costs 40 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. Maturities of long-term debt during the next five fiscal years and thereafter are as follows: 2022 $ 800 2023 91 2024 1,109 2025 136 2026 100 Thereafter 5,295 Total $ 7,531 52 Table of Contents Note 6—Leases The tables below present information regarding the Company's lease assets and liabilities. 2021 2020 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 liabilities 2,642 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. 2021 2020 Weighted-average remaining lease term (years) Operating leases 21 21 Finance leases 22 20 Weighted-average discount rate Operating leases 2.16 % 2.23 % Finance leases 4.91 % 6.34 % The components of lease expense, excluding short-term lease costs and sublease income (which were not material), were as follows: 2021 2020 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 selling, general and administrative expenses and merchandise costs in the consolidated statements of income. (2) Included in interest expense in the consolidated statements of income. (3) Included in selling, general and administrative expenses and merchandise costs in the consolidated statements of income. 53 Table of Contents Supplemental cash flow information related to leases was as follows: 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows — operating leases $ 282 $ 258 Operating cash flows — finance leases 37 33 Financing cash flows — finance leases 67 49 Leased assets obtained in exchange for operating lease liabilities 350 354 Leased assets obtained in exchange for finance lease liabilities 399 317 As of August 29, 2021, future minimum payments during the next five fiscal years and thereafter are as follows: Operating Leases (1) Finance Leases 2022 $ 260 $ 107 2023 273 92 2024 232 87 2025 191 159 2026 192 74 Thereafter 2,507 1,070 Total (2) 3,655 1,589 Less amount representing interest 791 537 Present value of lease liabilities $ 2,864 $ 1,052 _______________ (1) Operating lease payments have not been reduced by future sublease income of $ 99 . (2) Excludes $ 665 of lease payments for leases that have been signed but not commenced. 54 Table of Contents Note 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's current quarterly dividend rate is $ 0.79 per share. Stock Repurchase Programs The Company's stock repurchase program is conducted under a $ 4,000 authorization by the Board of Directors, which expires in April 2023. As of the end of 2021, the remaining amount available under the approved plan was $ 3,250 . The following table summarizes the Company’s stock repurchase activity: Shares Repurchased (000’s) Average Price per Share Total Cost 2021 1,358 $ 364.39 $ 495 2020 643 308.45 198 2019 1,097 225.16 247 These amounts may differ from repurchases of common stock in the 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 8—Stock-Based Compensation 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. 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 and the future forfeited shares from grants under the previous 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. 55 Table of Contents 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 unvested and undelivered shares. At the end of 2021, 12,001,000 shares were available to be granted as RSUs under the 2019 Incentive Plan. The following awards were outstanding at the end of 2021: • 4,218,000 time-based RSUs, which vest upon continued employment or service over specified periods of time; and • 131,000 performance-based RSUs, of which 104,000 were granted to executive officers subject to the determination of the attainment of performance targets for 2021. This determination occurred in September 2021, at which time at 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 2021: Number of Units (in 000’s) Weighted-Average Grant Date Fair Value Outstanding at the end of 2020 5,174 $ 207.55 Granted 1,982 369.15 Vested and delivered ( 2,764 ) 235.64 Forfeited ( 137 ) 253.53 Special cash dividend 94 N/A Outstanding at the end of 2021 4,349 $ 257.88 The weighted-average grant date fair value of RSUs granted was $ 369.15 , $ 294.08 , and $ 224.00 in 2021, 2020, and 2019, respectively. The remaining unrecognized compensation cost related to non-vested RSUs at the end of 2021 was $ 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 2021 were approximately 1,516,000 RSUs vested but not yet delivered. Summary of Stock-Based Compensation The following table summarizes stock-based compensation expense and the related tax benefits: 2021 2020 2019 Stock-based compensation expense $ 665 $ 619 $ 595 Less recognized income tax benefit 140 128 128 Stock-based compensation expense, net $ 525 $ 491 $ 467 56 Table of Contents Note 9— Taxes Income Taxes Income before income taxes is comprised of the following: 2021 2020 2019 Domestic $ 4,931 $ 4,204 $ 3,591 Foreign 1,749 1,163 1,174 Total $ 6,680 $ 5,367 $ 4,765 The provisions for income taxes are as follows: 2021 2020 2019 Federal: Current $ 718 $ 616 $ 328 Deferred 84 77 222 Total federal 802 693 550 State: Current 265 230 178 Deferred 11 8 26 Total state 276 238 204 Foreign: Current 557 372 405 Deferred ( 34 ) 5 ( 98 ) Total foreign 523 377 307 Total provision for income taxes $ 1,601 $ 1,308 $ 1,061 Except for certain provisions, the Tax Cuts and Jobs Act (2017 Tax Act) was effective for tax years beginning on or after January 1, 2018. Most provisions became effective for the Company for 2019, including limitations on the 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 lower 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 lower U.S. tax rate of 21.0 % was effective for all of 2021, 2020, and 2019. The reconciliation between the statutory tax rate and the effective rate for 2021, 2020, and 2019 is as follows: 2021 2020 2019 Federal taxes at statutory rate $ 1,403 21.0 % $ 1,127 21.0 % $ 1,001 21.0 % State taxes, net 243 3.6 190 3.6 171 3.6 Foreign taxes, net 92 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 % 57 Table of Contents During 2019, the Company recognized net tax benefits of $ 123 related to the 2017 Tax Act. This benefit included $ 105 related to U.S. taxation of deemed foreign dividends, partially offset by losses of current year foreign tax credits. The Company recognized total net tax benefits of $ 163 , $ 81 and $ 221 in 2021, 2020 and 2019, respectively. These include benefits of $ 75 , $ 77 and $ 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. During 2021, there was a net tax benefit of $ 70 related to the portion of the special dividend paid through our 401(k) plan. The components of the deferred tax assets (liabilities) are as follows: 2021 2020 Deferred tax assets: Equity compensation $ 72 $ 80 Deferred income/membership fees 161 144 Foreign tax credit carry forward 146 101 Operating lease liabilities 769 832 Accrued liabilities and reserves 681 639 Other 62 — Total deferred tax assets 1,891 1,796 Valuation allowance ( 214 ) ( 105 ) Total net deferred tax assets 1,677 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 ) The deferred tax accounts at the end of 2021 and 2020 include deferred income tax assets of $ 444 and $ 406 , respectively, included in other long-term assets; and deferred income tax liabilities of $ 754 and $ 665 , respectively, included in other long-term liabilities. In 2021 and 2020, the Company had valuation allowances of $ 214 and $ 105 , respectively, primarily related to foreign tax credits that the Company believes will not be realized due to carry forward limitations. The foreign tax credit carry forwards are set to expire beginning in fiscal 2030. The Company no longer considers fiscal year earnings of 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) 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, which totaled $ 3,070 , to be indefinitely reinvested and has not provided for withholding or state taxes. 58 Table of Contents A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for 2021 and 2020 is as follows: 2021 2020 Gross unrecognized tax benefit at beginning of year $ 30 $ 27 Gross increases—current year tax positions 2 1 Gross increases—tax positions in prior years 2 8 Gross decreases—tax positions in prior years — ( 3 ) Lapse of statute of limitations ( 1 ) ( 3 ) 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 2021 and 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 $ 30 and $ 28 at the end of 2021 and 2020, respectively. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. Accrued interest and penalties recognized during 2021 and 2020, 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 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 2017. The Company is currently subject to examination in California for fiscal years 2013 to present. Other Taxes The Company is subject 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. In the fourth quarter of 2020, the Company reached an agreement on a product tax audit resulting in a benefit of $ 84 . The Company recorded a charge of $ 123 in 2019 regarding this matter. Other possible losses or range of possible losses associated with these examinations 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. 59 Table of Contents Note 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): 2021 2020 2019 Net income attributable to Costco $ 5,007 $ 4,002 $ 3,659 Weighted average basic shares 443,089 442,297 439,755 RSUs 1,257 1,604 3,168 Weighted average diluted shares 444,346 443,901 442,923 Note 11—Commitments and Contingencies Legal Proceedings The Company is involved in a number of claims, proceedings and litigations 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 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 an 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 employees who work at entrance and exit doors in California warehouses. Canela v. Costco Wholesale Corp., et al. ( Case No. 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. In December 2018, a depot employee raised similar claims, alleging that depot employees in California did not receive suitable seating or reasonably comfortable workplace temperature conditions. Lane v. Costco Wholesale Corp. (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. 60 Table of Contents 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-340438; Santa Clara Superior 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 v. Costco Wholesale Corp. (Case No. 2:19-cv-03454; C.D. Cal.). The Company filed an answer denying the material allegations of the complaint. In December 2019, the court issued an order denying class certification. In January 2020, the plaintiffs dismissed their Labor Code claims without prejudice, and 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, an 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-01340; E.D. Cal.). 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, an 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-EMC; N.D. Cal.). The Company filed an answer denying the material allegations of the complaint. In June 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 class and representative 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 the 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, minimum 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 strike portions of the complaint, which was denied, and an answer has been filed denying the material allegations of the complaint. 61 Table of Contents 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 for 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. Dimas v. Costco Wholesale Corp. (Case No. STK-CV-UOE-2021-0006024; San Joaquin Superior Court). The Company has not yet responded to the complaint. Beginning 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, third-party payors, and others. In re National Prescription Opiate Litigation (MDL No. 2804) (N.D. Ohio). Included are 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 on behalf of infants born with opioid-related medical conditions in 40 states, and class actions and individual actions filed on behalf of individuals seeking to recover alleged increased insurance costs associated with opioid abuse in 43 states and American Samoa. Claims against the Company in state courts in New Jersey, Oklahoma, Utah, and Arizona have been dismissed. The Company is defending all of the pending matters. The Company and its CEO and CFO were 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 alleged violations of the federal securities laws stemming from the Company’s disclosures concerning internal control over financial reporting. A 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 further amended complaint was filed on March 9, which the court dismissed with prejudice on August 19, 2020. On July 20, 2021, the Ninth Circuit affirmed the dismissal. 62 Table of Contents Members of the Board of Directors, one other individual, and the Company were 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). 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), 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). In 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 moved to 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. 63 Table of Contents Note 12—Segment Reporting The Company is principally engaged in the operation of membership warehouses through wholly owned subsidiaries in the U.S., Canada, Mexico, Japan, U.K., 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 2021 Total revenue $ 141,398 $ 27,298 $ 27,233 $ 195,929 Operating income 4,262 1,176 1,270 6,708 Depreciation and amortization 1,339 177 265 1,781 Additions to property and equipment 2,612 272 704 3,588 Property and equipment, net 15,993 2,317 5,182 23,492 Total assets 39,589 5,962 13,717 59,268 2020 Total revenue $ 122,142 $ 22,434 $ 22,185 $ 166,761 Operating income 3,633 860 942 5,435 Depreciation and amortization 1,248 155 242 1,645 Additions to property and equipment 2,060 258 492 2,810 Property and equipment, net 14,916 2,172 4,719 21,807 Total assets 38,366 5,270 11,920 55,556 2019 Total revenue $ 111,751 $ 21,366 $ 19,586 $ 152,703 Operating income 3,063 924 750 4,737 Depreciation and amortization 1,126 143 223 1,492 Additions to property and equipment 2,186 303 509 2,998 Property and equipment, net 14,367 2,044 4,479 20,890 Total assets 32,162 4,369 8,869 45,400 Disaggregated Revenue The following table summarizes net sales by merchandise category; sales from e-commerce websites and business centers have been allocated to their respective merchandise categories: 2021 2020 2019 Foods and Sundries $ 77,277 $ 68,659 $ 59,672 Non-Foods 55,966 44,807 41,160 Fresh Foods 27,183 23,204 19,948 Warehouse Ancillary and Other Businesses 31,626 26,550 28,571 Total net sales $ 192,052 $ 163,220 $ 149,351 64 Table of Contents Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.