8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 25, 2017

COSTCO WHOLESALE CORPORATION

(Exact name of registrant as specified in its charter)

Washington	0-20355	91-1223280
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

999 Lake Drive

Issaquah, WA 98027

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 425-313-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition

On May 25, 2017, the Company issued a press release containing its operating results for the third quarter (twelve weeks) and first thirty-six weeks of fiscal 2017, ended May 7, 2017. A copy of the press release is included in Item 9.01.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is included in this report:

99.1.    Press release dated May 25, 2017.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, on May 25, 2017.

COSTCO WHOLESALE CORPORATION
By:	/s/ Richard A. Galanti
	Richard A. Galanti
	Executive Vice President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Press Release

COSTCO WHOLESALE CORPORATION REPORTS THIRD QUARTER AND YEAR-TO-DATE

OPERATING RESULTS FOR FISCAL YEAR 2017

ISSAQUAH, Wash., May 25, 2017 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the third quarter (twelve weeks) and first thirty-six weeks of fiscal 2017, ended May 7, 2017.

Net sales for the quarter increased eight percent, to $28.22 billion from $26.15 billion last year. Net sales for the first thirty-six weeks increased six percent, to $84.82 billion from $80.34 billion last year.

Comparable sales for the twelve-week and thirty-six-week periods were as follows:

	12 Weeks			36 Weeks
U.S.		6	%		3	%
Canada		2	%		5	%
Other International		4	%		0	%
Total Company		5	%		3	%

Comparable sales for these periods excluding the impacts from changes in gasoline prices and foreign exchange were as follows:

	12 Weeks			36 Weeks
U.S.		5	%		3	%
Canada		3	%		3	%
Other International		6	%		4	%
Total Company		5	%		3	%

Net income for the quarter was $700 million, or $1.59 per diluted share, compared to $545 million, or $1.24 per diluted share, last year. Net income was positively impacted by an $82 million ($0.19 per diluted share) tax benefit in connection with the $7.00 per share special cash dividend announced on April 25, 2017, to the extent to be received by the Company’s 401(k) plan participants. Net income for the thirty six weeks was $1.76 billion, or $3.99 per diluted share, compared to $1.57 billion, or $3.56 per diluted share, last year.

Costco currently operates 732 warehouses, including 510 in the United States and Puerto Rico, 95 in Canada, 37 in Mexico, 28 in the United Kingdom, 25 in Japan, 13 in Korea, 13 in Taiwan, eight in Australia, two in Spain and one in Iceland. Costco also operates electronic commerce web sites in the U.S., Canada, the United Kingdom, Mexico, Korea and Taiwan.

A conference call to discuss these fiscal 2017 third quarter operating results is scheduled for 2:00 p.m. (PT) on May 25 2017, and is available via a webcast on www.costco.com (click on Investor Relations and “Play Webcast”).

Press Release

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (including health care costs), energy and certain commodities, geopolitical conditions, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements, except as required by law.

CONTACTS: Costco Wholesale Corporation

Richard Galanti, 425/313-8203, Bob Nelson, 425/313-8255, David Sherwood, 425/313-8239

Press Release

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

	12 Weeks Ended						36 Weeks Ended
	May 7, 2017			May 8, 2016			May 7, 2017			May 8, 2016
REVENUE
Net sales	$	28,216		$	26,151		$	84,815		$	80,345
Membership fees		644			618			1,910			1,814
Total revenue		28,860			26,769			86,725			82,159
OPERATING EXPENSES
Merchandise costs		24,970			23,162			75,185			71,252
Selling, general and administrative		2,907			2,731			8,827			8,372
Preopening expenses		15			18			52			54
Operating income		968			858			2,661			2,481
OTHER INCOME (EXPENSE)
Interest expense		(21	)		(30	)		(81	)		(94	)
Interest income and other, net		18			7			40			51
INCOME BEFORE INCOME TAXES		965			835			2,620			2,438
Provision for income taxes		259			286			838			847
Net income including noncontrolling interests		706			549			1,782			1,591
Net income attributable to noncontrolling interests		(6	)		(4	)		(22	)		(20	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	700		$	545		$	1,760		$	1,571
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	1.59		$	1.24		$	4.01		$	3.58
Diluted	$	1.59		$	1.24		$	3.99		$	3.56
Shares used in calculation (000’s):
Basic		438,817			438,815			438,650			438,930
Diluted		441,056			441,066			440,745			441,321
Cash dividends declared per common share	$	7.50		$	0.45		$	8.40		$	1.25

Press Release

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in millions, except par value and share data)

(unaudited)

Subject to Reclassifications

	May 7, 2017			August 28, 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,538		$	3,379
Short-term investments		1,187			1,350
Receivables, net		1,462			1,252
Merchandise inventories		9,736			8,969
Other current assets		333			268
Total current assets		17,256			15,218
PROPERTY AND EQUIPMENT
Land		5,505			5,395
Buildings and improvements		14,509			13,994
Equipment and fixtures		6,507			6,077
Construction in progress		803			701
		27,324			26,167
Less accumulated depreciation and amortization		(9,789	)		(9,124	)
Net property and equipment		17,535			17,043
OTHER ASSETS		840			902
TOTAL ASSETS	$	35,631		$	33,163
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	9,425		$	7,612
Current portion of long-term debt		1,158			1,100
Accrued salaries and benefits		2,514			2,629
Accrued member rewards		923			869
Deferred membership fees		1,479			1,362
Other current liabilities		5,895			2,003
Total current liabilities		21,394			15,575
LONG-TERM DEBT, excluding current portion		2,821			4,061
OTHER LIABILITIES		1,231			1,195
Total liabilities		25,446			20,831
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock $.005 par value; 100,000,000 shares authorized; no shares issued and outstanding		0			0
Common stock $.005 par value; 900,000,000 shares authorized; 438,679,000 and 437,524,000 shares issued and outstanding		2			2
Additional paid-in capital		5,709			5,490
Accumulated other comprehensive loss		(1,321	)		(1,099	)
Retained earnings		5,508			7,686
Total Costco stockholders’ equity		9,898			12,079
Noncontrolling interests		287			253
Total equity		10,185			12,332
TOTAL LIABILITIES AND EQUITY	$	35,631		$	33,163