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Costco Wholesale Corp. – ‘10-K’ for 8/28/22 – ‘EX-31.1’

On:  Tuesday, 10/4/22, at 9:59pm ET   ·   As of:  10/5/22   ·   For:  8/28/22   ·   Accession #:  909832-22-21   ·   File #:  0-20355

Previous ‘10-K’:  ‘10-K’ on 10/6/21 for 8/29/21   ·   Next & Latest:  ‘10-K’ on 10/11/23 for 9/3/23   ·   32 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/05/22  Costco Wholesale Corp.            10-K        8/28/22   83:8.4M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.81M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     73K 
 3: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     32K 
 4: EX-21.1     Subsidiaries List                                   HTML     26K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML     23K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
13: R1          Cover                                               HTML     87K 
14: R2          Audit Information                                   HTML     28K 
15: R3          Consolidated Statements Of Income                   HTML    106K 
16: R4          Consolidated Statements Of Comprehensive Income     HTML     49K 
17: R5          Consolidated Balance Sheets                         HTML    144K 
18: R6          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
19: R7          Consolidated Statements of Equity                   HTML     89K 
20: R8          Consolidated Statements Of Cash Flows               HTML    115K 
21: R9          Summary of Significant Accounting Policies          HTML    106K 
22: R10         Investments                                         HTML     54K 
23: R11         Fair Value Measurement                              HTML     37K 
24: R12         Debt                                                HTML     50K 
25: R13         Leases                                              HTML     84K 
26: R14         Stockholders' Equity                                HTML     37K 
27: R15         Stock-Based Compensation Plans                      HTML     46K 
28: R16         Income Taxes                                        HTML    105K 
29: R17         Net Income per Common and Common Equivalent Share   HTML     34K 
30: R18         Commitment and Contingencies                        HTML     45K 
31: R19         Segment Reporting                                   HTML     77K 
32: R20         Summary of Significant Accounting Policies          HTML    164K 
                (Policies)                                                       
33: R21         Summary of Significant Accounting Policies          HTML     64K 
                (Tables)                                                         
34: R22         Investments (Tables)                                HTML     54K 
35: R23         Fair Value Measurement (Tables)                     HTML     34K 
36: R24         Debt (Tables)                                       HTML     45K 
37: R25         Leases (Tables)                                     HTML     90K 
38: R26         Stockholders' Equity (Tables)                       HTML     30K 
39: R27         Stock-Based Compensation Plans (Tables)             HTML     42K 
40: R28         Income Taxes (Tables)                               HTML    106K 
41: R29         Net Income per Common and Common Equivalent Share   HTML     33K 
                Net Income per Common and Common Equivalent Share                
                (Tables)                                                         
42: R30         Segment Reporting (Tables)                          HTML     75K 
43: R31         Accounting Policies - Additional Information        HTML     48K 
                (Details)                                                        
44: R32         Accounting Policies - Basis of Presentation         HTML     29K 
                (Details)                                                        
45: R33         Accounting Policies - Cash and Cash Equivalents     HTML     27K 
                (Details)                                                        
46: R34         Accounting Policies - Merchandise Inventories       HTML     37K 
                (Details)                                                        
47: R35         Accounting Policies - Property and Equipment, Net   HTML     53K 
                (Details)                                                        
48: R36         Accounting Policies - Goodwill and Acquired         HTML     42K 
                Intangible Assets (Details)                                      
49: R37         Accounting Policies - Insurance/Self-Insurance      HTML     26K 
                Liabilities (Details)                                            
50: R38         Accounting Policies - Derivatives (Details)         HTML     26K 
51: R39         Accounting Policies - Foreign Currency (Details)    HTML     25K 
52: R40         Accounting Policies - Revenue Recognition           HTML     27K 
                (Details)                                                        
53: R41         Accounting Policies - Retirement Plans (Details)    HTML     27K 
54: R42         Accounting Policies - Stock-Based Compensation      HTML     27K 
                (Details)                                                        
55: R43         Investments - Available for Sale and Held to        HTML     46K 
                Maturity Investments (Details)                                   
56: R44         Investments - Maturities of Available for Sale and  HTML     59K 
                Held to Maturity Securities (Details)                            
57: R45         Fair Value Measurement - Fair Value of Financial    HTML     46K 
                Assets and Financial Liabilities Measured on                     
                Recurring Basis (Details)                                        
58: R46         Debt, Schedule Of Short-Term Debt (Details)         HTML     27K 
59: R47         Debt, Schedule of Long-Term Debt (Details)          HTML     29K 
60: R48         Debt, Carrying Value of Long-Term Debt (Details)    HTML     54K 
61: R49         Debt, Schedule Of Long-Term Debt Maturities         HTML     40K 
                (Details)                                                        
62: R50         Leases, Supplemental Balance Sheet Information      HTML     54K 
                (Details)                                                        
63: R51         Leases, Components of Lease Expense (Details)       HTML     35K 
64: R52         Leases, Supplemental Cash Flow Information          HTML     35K 
                (Details)                                                        
65: R53         Leases, Future Minimum Payments (Details)           HTML     67K 
66: R54         Stockholders' Equity - Additional Information       HTML     33K 
                (Details)                                                        
67: R55         Stockholders' Equity (Stock Repurchased During      HTML     35K 
                Period) (Details)                                                
68: R56         Stock-Based Compensation Plans - Additional         HTML     65K 
                Information (Details)                                            
69: R57         Stock-Based Compensation Plans - Summary of RSU     HTML     47K 
                Transactions (Details)                                           
70: R58         Stock-Based Compensation Plans - Summary of         HTML     27K 
                Stock-Based Compensation Expense (Details)                       
71: R59         Income Taxes (Income Before Income Taxes)           HTML     33K 
                (Details)                                                        
72: R60         Income Taxes (Schedule of Foreign And Domestic      HTML     54K 
                Income Taxes) (Details)                                          
73: R61         Income Taxes (Reconciliation Between Statutory And  HTML     60K 
                Effective Rates) (Details)                                       
74: R62         Income Taxes (Components of Deferred Tax Assets     HTML     67K 
                And Liabilities) (Details)                                       
75: R63         Income Taxes (Gross Unrecognized Tax Benefits)      HTML     39K 
                (Details)                                                        
76: R64         Net Income per Common and Common Equivalent Share   HTML     44K 
                - Schedule of Earnings per Share Effect on Net                   
                Income and Weighted Averegae Number of Dilutive                  
                Potential Common Stock (Details)                                 
77: R65         Segment Reporting Information by Segment (Details)  HTML     65K 
78: R66         Segment Reporting Information by Item Category      HTML     39K 
                (Details)                                                        
81: XML         IDEA XML File -- Filing Summary                      XML    147K 
79: XML         XBRL Instance -- cost-20220828_htm                   XML   1.93M 
80: EXCEL       IDEA Workbook of Financial Reports                  XLSX    146K 
 9: EX-101.CAL  XBRL Calculations -- cost-20220828_cal               XML    207K 
10: EX-101.DEF  XBRL Definitions -- cost-20220828_def                XML    397K 
11: EX-101.LAB  XBRL Labels -- cost-20220828_lab                     XML   1.57M 
12: EX-101.PRE  XBRL Presentations -- cost-20220828_pre              XML    902K 
 8: EX-101.SCH  XBRL Schema -- cost-20220828                         XSD    137K 
82: JSON        XBRL Instance as JSON Data -- MetaLinks              422±   638K 
83: ZIP         XBRL Zipped Folder -- 0000909832-22-000021-xbrl      Zip    524K 


‘EX-31.1’   —   Certification — §302 – SOA’02


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Exhibit 31.1
CERTIFICATIONS
I, W. Craig Jelinek, certify that:
1)I have reviewed this Annual Report on Form 10-K of Costco Wholesale Corporation (the registrant);
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 4, 2022
 
/s/    W. CRAIG JELINEK
W. Craig Jelinek
Chief Executive Officer and Director



CERTIFICATIONS
I, Richard A. Galanti, certify that:
1)I have reviewed this Annual Report on Form 10-K of Costco Wholesale Corporation (the registrant);
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 4, 2022
 
/s/    RICHARD A. GALANTI
Richard A. Galanti
Executive Vice President, Chief Financial Officer and Director


Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed as of:10/5/22None on these Dates
Filed on:10/4/22
For Period end:8/28/22
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/13/24  Costco Wholesale Corp.            10-Q        2/18/24   52:4.2M
 1/19/24  Costco Wholesale Corp.            S-8         1/19/24    4:85K                                    Donnelley … Solutions/FA
12/20/23  Costco Wholesale Corp.            10-Q       11/26/23   53:3.9M
10/11/23  Costco Wholesale Corp.            10-K        9/03/23   82:6.2M
 6/01/23  Costco Wholesale Corp.            S-3ASR      6/01/23    5:499K                                   Donnelley … Solutions/FA
 6/01/23  Costco Wholesale Corp.            10-Q        5/07/23   52:4.7M
 3/09/23  Costco Wholesale Corp.            10-Q        2/12/23   53:4.8M
12/29/22  Costco Wholesale Corp.            10-Q       11/20/22   55:4.2M


24 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/10/22  Costco Wholesale Corp.            10-Q        2/13/22   52:4.6M
12/22/21  Costco Wholesale Corp.            10-Q       11/21/21   52:4.2M
11/10/21  Costco Wholesale Corp.            8-K:5,9    11/08/21   11:141K                                   Donnelley … Solutions/FA
 3/10/21  Costco Wholesale Corp.            10-Q        2/14/21   55:4.8M
12/16/20  Costco Wholesale Corp.            10-Q       11/22/20   56:4.3M
 4/17/20  Costco Wholesale Corp.            8-K:8,9     4/16/20   15:571K                                   Donnelley … Solutions/FA
 1/29/20  Costco Wholesale Corp.            8-K:5,9     1/24/20   11:372K                                   Donnelley … Solutions/FA
12/23/19  Costco Wholesale Corp.            10-Q       11/24/19   61:5.3M
10/11/19  Costco Wholesale Corp.            10-K        9/01/19   73:8.5M
 3/13/19  Costco Wholesale Corp.            10-Q        2/17/19   57:5.2M
12/20/18  Costco Wholesale Corp.            10-Q       11/25/18   53:4M
12/17/18  Costco Wholesale Corp.            DEF 14A     9/02/18    1:1.4M
 3/15/18  Costco Wholesale Corp.            10-Q        2/18/18   53:4.6M
 5/16/17  Costco Wholesale Corp.            8-K:8,9     5/09/17    7:369K                                   Donnelley … Solutions/FA
12/16/16  Costco Wholesale Corp.            10-Q       11/20/16   54:4.2M
10/12/16  Costco Wholesale Corp.            10-K        8/28/16   78:8.7M
 3/09/16  Costco Wholesale Corp.            10-Q        2/14/16   53:4.8M
12/18/15  Costco Wholesale Corp.            10-Q       11/22/15   56:4.2M
 8/31/15  Costco Wholesale Corp.            10-Q/A      5/10/15    3:1.8M
12/19/14  Costco Wholesale Corp.            DEF 14A     8/31/14    1:1.7M
10/16/13  Costco Wholesale Corp./New        10-K        9/01/13   86:13M                                    Workiva Inc.
10/19/12  Costco Wholesale Corp./New        10-K        9/02/12   87:9.7M                                   Donnelley … Solutions/FA
 3/25/02  Costco Wholesale Corp./New        8-K:5,7     3/20/02    7:339K                                   Heller Ehrman LLP
12/13/99  Costco Wholesale Corp./New        DEF 14A     1/27/00    1:81K                                    Donnelley … Solutions/FA
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