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FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322024-05-302024-05-30


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, 2024

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 $.005 per share COST 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, 2024, the Company issued a press release containing its operating results for the third quarter (twelve weeks) and the first thirty-six weeks of fiscal 2024, ended May 12, 2024. A copy of the press release is attached as Exhibit 99.1. In addition, a copy of the Company's earnings release supplement for the third quarter of fiscal 2024 is attached as Exhibit 99.2.
Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1.    Press release dated May 30, 2024.
99.2.    Third quarter fiscal 2024 supplemental information.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

COSTCO WHOLESALE CORPORATION
Dated: May 30, 2024 By: /s/ Gary Millerchip
Gary Millerchip
Executive Vice President and Chief Financial Officer

EX-99.1 2 costex9918-k51224.htm EX-99.1 Document

Exhibit 99.1
costco6.jpg
Press Release
COSTCO WHOLESALE CORPORATION REPORTS THIRD QUARTER AND YEAR-TO-DATE OPERATING RESULTS FOR FISCAL 2024
ISSAQUAH, Wash., May 30, 2024 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the third quarter (twelve weeks) and the first 36 weeks of fiscal 2024, ended May 12, 2024.
Net sales for the quarter increased 9.1 percent, to $57.39 billion, from $52.60 billion last year. Net sales for the first 36 weeks increased 7.0 percent, to $171.44 billion, from $160.28 billion last year. Net sales were positively impacted by approximately 0.5 to 1.0 percent for the quarter from the shift of the fiscal calendar, as a result of the fifty-third week last year.
The following comparable sales data reflect comparable locations year-over-year and comparable retail weeks.
Comparable sales for the third quarter and first 36 weeks of fiscal 2024 were as follows:
12 Weeks 12 Weeks 36 Weeks 36 Weeks
Adjusted* Adjusted*
U.S. 6.2% 6.0% 4.1% 4.5%
Canada 7.7% 7.4% 7.7% 8.2%
Other International 7.7% 8.5% 9.1% 7.9%
Total Company 6.6% 6.5% 5.3% 5.4%
E-commerce 20.7% 20.7% 14.9% 14.7%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $1.68 billion, $3.78 per diluted share. Last year's third quarter net income was $1.30 billion, $2.93 per diluted share, which included a non-recurring charge to merchandise costs of $298 million pretax,
$0.50 per diluted share, primarily for the discontinuation of our charter shipping activities. Net income for the first 36 weeks was $5.01 billion, $11.27 per diluted share, compared to $4.13 billion, $9.30 per diluted share, last year.
Costco currently operates 878 warehouses, including 605 in the United States and Puerto Rico, 108 in Canada, 40 in Mexico, 33 in Japan, 29 in the United Kingdom, 18 in Korea, 15 in Australia, 14 in Taiwan, seven in China, four in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.
A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, May 30, 2024, and is available via a webcast on investor.costco.com (click on "Events & Presentations”).


costco6.jpg
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. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “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 exchange rates, inflation or deflation, 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 and wages), energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, public-health related factors, 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 the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.

CONTACTS:    Costco Wholesale Corporation
David Sherwood, 425/313-8239
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305




COST-Earn



costco6.jpg
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,
2024		 May 7,
2023		 May 12,
2024		 May 7,
2023
REVENUE
Net sales $ 57,392  $ 52,604  $ 171,440  $ 160,280 
Membership fees 1,123  1,044  3,316  3,071 
Total revenue 58,515  53,648  174,756  163,351 
OPERATING EXPENSES
Merchandise costs 51,173  47,175  152,770  143,367 
Selling, general and administrative 5,145  4,794  15,743  14,651 
Operating income 2,197  1,679  6,243  5,333 
OTHER INCOME (EXPENSE)
Interest expense (41) (36) (120) (104)
Interest income and other, net 128  128  504  295 
INCOME BEFORE INCOME TAXES 2,284  1,771  6,627  5,524 
Provision for income taxes 603  469  1,614  1,392 
NET INCOME $ 1,681  $ 1,302  $ 5,013  $ 4,132 
NET INCOME PER COMMON SHARE:
Basic $ 3.79  $ 2.94  $ 11.29  $ 9.31 
Diluted $ 3.78  $ 2.93  $ 11.27  $ 9.30 
Shares used in calculation (000's):
Basic 443,892  443,814  443,870  443,843 
Diluted 444,828  444,360  444,662  444,455 



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Press Release

COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (amounts in millions, except par value and share data)
(unaudited)
Subject to Reclassification

May 12,
2024		 September 3,
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 10,404  $ 13,700 
Short-term investments 1,095  1,534 
Receivables, net 2,583  2,285 
Merchandise inventories 17,430  16,651 
Other current assets 1,776  1,709 
Total current assets 33,288  35,879 
OTHER ASSETS
Property and equipment, net 28,062  26,684 
Operating lease right-of-use assets 2,643  2,713 
Other long-term assets 3,918  3,718 
TOTAL ASSETS $ 67,911  $ 68,994 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $ 18,844  $ 17,483 
Accrued salaries and benefits 4,365  4,278 
Accrued member rewards 2,339  2,150 
Deferred membership fees 2,553  2,337 
Current portion of long-term debt 1,077  1,081 
Other current liabilities 6,183  6,254 
Total current liabilities 35,361  33,583 
OTHER LIABILITIES
Long-term debt, excluding current portion 5,834  5,377 
Long-term operating lease liabilities 2,386  2,426 
Other long-term liabilities 2,559  2,550 
TOTAL LIABILITIES 46,140  43,936 
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock $0.005 par value; 100,000,000 shares authorized; no shares issued and outstanding —  — 
Common stock $0.005 par value; 900,000,000 shares authorized; 443,374,000 and 442,793,000 shares issued and outstanding 2  2 
Additional paid-in capital 7,702  7,340 
Accumulated other comprehensive loss (1,922) (1,805)
Retained earnings 15,989  19,521 
TOTAL EQUITY 21,771  25,058 
TOTAL LIABILITIES AND EQUITY $ 67,911  $ 68,994 


costco6.jpg
Press Release

COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (amounts in millions)
(unaudited)
Subject to Reclassification

36 Weeks Ended
May 12,
2024		 May 7,
2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 5,013  $ 4,132 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,531  1,389 
Non-cash lease expense 220  300 
Stock-based compensation 686  643 
Impairment of assets and other non-cash operating activities, net (35) 441 
Changes in working capital
 966  438 
Net cash provided by operating activities 8,381  7,343 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments (1,007) (947)
Maturities and sales of short-term investments 1,441  594 
Additions to property and equipment (3,133) (2,767)
Other investing activities, net (7) (27)
Net cash used in investing activities (2,706) (3,147)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings (637) (698)
Proceeds from short-term borrowings 628  667 
Repayments of long-term debt —  (75)
Proceeds from issuance of long-term debt 498  — 
Tax withholdings on stock-based awards (313) (302)
Repurchases of common stock (484) (446)
Cash dividend payments (8,527) (799)
Financing lease payments (112) (204)
Other financing activities, net (1) (93)
Net cash used in financing activities (8,948) (1,950)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 (23) 44 
Net change in cash and cash equivalents (3,296) 2,290 
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 13,700  10,203 
CASH AND CASH EQUIVALENTS END OF YEAR $ 10,404  $ 12,493 

EX-99.2 3 costex9928-k51224.htm EX-99.2 costex9928-k51224
3rd Quarter FY 2024 Supplemental Information 1 Exhibit 99.2

 
$57.4B Net Sales +9.1% Growth +6.6% Comparable Sales +6.5% Adjusted Comparable Sales1 +6.1% Comparable Traffic +0.5% Comparable Ticket +20.7% E-Comm Comparable Sales +20.7% Adjusted E-Comm Comparable Sales2 Q3 Highlights - Sales 1 - Comparable Sales excluding impacts from gas inflation/deflation and FX 2 - E-commerce comparable Sales excluding impacts from FX Comp Sales US Canada Other International Total Company Sales +6.2% +7.7% +7.7% +6.6% Ticket +0.7% +0.6% +0.3% +0.5% Traffic +5.5% +7.1% +7.4% +6.1% 2

 
Q3 Highlights - Financial Performance Reported Ex Gas Reported Ex Gas Core 0bps +2bps Ops +14bps +12bps Other Bus -6bps -5bps Central +1bps 0bps 2% Reward -1bps -1bps Equity Comp 0bps 0bps LIFO +2bps +2bps Preopening 0bps 0bps *Other +57bps +56bps Other 0bps 0bps Total +52bps +54bps Total +15bps +12bps Core on Core Sales: +10bps + = Favorable/lower, - = Unfavorable/higher Gross Margin 10.84% +52 bps vs. Q3 FY’23 +54 bps ex. gas impact SG&A 8.96% +15 bps vs. Q3 FY’23 +12 bps ex. gas impact Diluted EPS $3.78 +29.0% Growth* Net Income $1.68B +29.1% Growth* *- “Other” Items for the Quarter: - Last year's results included a non-recurring charge to merchandise costs of $298M pretax, $0.50 per diluted share, primarily for the discontinuation of our charter shipping activities. - Excluding this item net income and diluted EPS growth was 10.3% and 10.2%, respectively. 3

 
+7.6% Membership Income Growth +8.0% Membership Income Growth ex-FX 90.5% Worldwide Membership Renewal Rate 93.0% US/CN Renewal Rate 74.5MM Paid Memberships +7.8% Growth 133.9MM Total Cardholders +7.4% Growth 34.5MM Executive Memberships 73.1% Penetration of Sales to Executive Members Q3 Highlights - Membership 4

 
+20.7% E-Comm Comparable Sales 1 - E-commerce comparable Sales excluding impacts from FX +20.7% Adjusted E-Comm Comparable Sales1 Top Sales Categories: - Appliances - Gold / Silver Bullions - Gift Cards / e-Tickets Digital Metrics: - New Mobile Application Downloads: +32% - Site Traffic: +16% - Average Order Value: +8% - Costco Logistics Deliveries up 28% Digital Enhancements: - Uber Grocery expansion in US and Canada - Warehouse Inventory Online / Buy Online Pickup in Warehouse pilot items Q3 Highlights - Digital 5

 
Q4 FY’23 End Q1 Q2 Q3 Rest of FY (Estimated) FY’24 End (Estimated) US 591 8 3 2 10 614 Canada 107 1 - - - 108 Other International 163 - 1 - 4 168 Total 861 9 4 2 14 890 Q3 Highlights - Warehouse Expansion Daytona, FL 2/22/24 Natomas, CA: 3/14/24 6

 
Q3 Highlights - New Member Values KS Lemon Blueberry Loaf KS Daily Makeup Remover Towelettes 7 Lowering Prices New Items KS Farmed Shrimp $1 price reduction as of 5/21 KS Organic Pine Nuts from $29.99 to $24.99 KS Morning Buns KS Walking Shoes

 
Safe Harbor 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,” “likely,” “may,” “might,” “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 exchange rates, inflation or deflation, 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 and wages), energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, public-health related factors, 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 the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP. 8