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 30, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share Preferred Stock, par value $.01 per share	COST COST	NASDAQ NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 30, 2019, the Company issued a press release containing its operating results for the third quarter (twelve weeks) and first thirty-six weeks of fiscal 2019, ended May 12, 2019. 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 30, 2019.

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 30, 2019.

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

EX-99.1

Exhibit 99.1

Press Release

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

OPERATING RESULTS FOR FISCAL 2019

ISSAQUAH, Wash., May 30, 2019 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the third quarter (twelve weeks) and the first thirty-six weeks of fiscal 2019, ended May 12, 2019.

Net sales for the quarter increased 7.4 percent, to $33.96 billion, from $31.62 billion last year. Net sales for the first thirty-six weeks increased 8.3 percent, to $102.90 billion, from $95.02 billion last year.

Comparable sales for the third quarter and year-to-date periods ended May 12, 2019, were as follows:

	12 Weeks			12 Weeks			36 Weeks			36 Weeks
				Adjusted*						Adjusted*
U.S.		7.0	%		5.5	%		8.5	%		6.9	%
Canada		1.3	%		5.1	%		1.1	%		5.5	%
Other International		1.7	%		6.9	%		2.1	%		5.8	%
Total Company		5.5	%		5.6	%		6.6	%		6.5	%
E-commerce		22.0	%		19.5	%		24.7	%		23.9	%

* Excluding the impacts from changes in gasoline prices, foreign exchange, and a previously disclosed accounting change concerning revenue recognition (ASC 606).

Net income for the quarter was $906 million, or $2.05 per diluted share, compared to $750 million, or $1.70 per diluted share, last year. Net income for the thirty-six weeks was $2.56 billion, or $5.79 per diluted share, compared to $2.09 billion, or $4.74 per diluted share, last year. This year’s third quarter benefitted from a non-recurring tax item of $73 million, or 16 cents per diluted share.

Costco currently operates 773 warehouses, including 536 in the United States and Puerto Rico, 100 in Canada, 39 in Mexico, 28 in the United Kingdom, 26 in Japan, 16 in Korea, 13 in Taiwan, 11 in Australia, two in Spain, and one each in Iceland and France. Costco also operates e-commerce sites in the U.S., Canada, the United Kingdom, Mexico, Korea, and Taiwan.

A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, May 30, 2019, and is available via a webcast on www.costco.com (click on Investor Relations and “Play Webcast”).

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. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including

Press Release

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 (generally including health care costs), energy and certain commodities, geopolitical conditions (including tariffs), the ability to remediate material weaknesses in internal control, 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 that they are made, and the Company does not undertake to update them, except as required by law.

CONTACTS: Costco Wholesale Corporation

Richard Galanti, 425/313-8203

Bob Nelson, 425/313-8255

David Sherwood, 425/313-8239

Josh Dahmen, 425/313-8254

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 12, 2019			May 13, 2018			May 12, 2019			May 13, 2018
REVENUE
Net Sales	$	33,964		$	31,624		$	102,903		$	95,020
Membership fees		776			737			2,302			2,145
Total revenue		34,740			32,361			105,205			97,165
OPERATING EXPENSES
Merchandise costs		30,233			28,131			91,576			84,481
Selling, general and administrative		3,371			3,155			10,310			9,613
Preopening expenses		14			8			45			37
Operating income		1,122			1,067			3,274			3,034
OTHER INCOME (EXPENSE)
Interest expense		(35	)		(37	)		(105	)		(111	)
Interest income and other, net		36			41			104			70
INCOME BEFORE INCOME TAXES		1,123			1,071			3,273			2,993
Provision for income taxes		207			309			679			867
Net income including noncontrolling interests		916			762			2,594			2,126
Net income attributable to noncontrolling interests		(10	)		(12	)		(32	)		(35	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	906		$	750		$	2,562		$	2,091
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	2.06		$	1.71		$	5.83		$	4.77
Diluted	$	2.05		$	1.70		$	5.79		$	4.74
Shares used in calculation (000’s):
Basic		439,859			438,740			439,767			438,576
Diluted		442,642			441,715			442,565			441,383

Press Release

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(unaudited)

Subject to Reclassifications

	May 12, 2019			September 2, 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	7,013		$	6,055
Short-term investments		1,154			1,204
Receivables, net		1,704			1,669
Merchandise inventories		11,304			11,040
Other current assets		1,110			321
Total current assets		22,285			20,289
PROPERTY AND EQUIPMENT
Land		6,310			6,193
Buildings and improvements		16,644			16,107
Equipment and fixtures		7,858			7,274
Construction in progress		1,412			1,140
		32,224			30,714
Less accumulated depreciation and amortization		(11,749	)		(11,033	)
Net property and equipment		20,475			19,681
OTHER ASSETS		992			860
TOTAL ASSETS	$	43,752		$	40,830
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	11,331		$	11,237
Accrued salaries and benefits		2,888			2,994
Accrued member rewards		1,160			1,057
Deferred membership fees		1,761			1,624
Current portion of long-term debt		1,699			90
Other current liabilities		3,993			2,924
Total current liabilities		22,832			19,926
LONG-TERM DEBT, excluding current portion		4,799			6,487
OTHER LIABILITIES		1,301			1,314
Total liabilities		28,932			27,727
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; 439,811,000 and 438,189,000 shares issued and outstanding		4			4
Additional paid-in capital		6,307			6,107
Accumulated other comprehensive loss		(1,321	)		(1,199	)
Retained earnings		9,496			7,887
Total Costco stockholders’ equity		14,486			12,799
Noncontrolling interests		334			304
Total equity		14,820			13,103
TOTAL LIABILITIES AND EQUITY	$	43,752		$	40,830