ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Washington
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91-1223280
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on
which registered
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Common Stock, $.005 Par Value
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The NASDAQ Global Select Market
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller company)
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Smaller reporting company
o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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Foods
(including dry foods, packaged foods, and groceries)
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•
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Sundries
(including snack foods, candy, alcoholic and nonalcoholic beverages, and cleaning supplies)
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•
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Hardlines
(including major appliances, electronics, health and beauty aids, hardware, and garden and patio)
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•
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Fresh Foods
(including meat, produce, deli, and bakery)
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•
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Softlines
(including apparel and small appliances)
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•
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Other
(including gas stations and pharmacy)
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2016
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2015
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2014
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|||
Full-time employees
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126,000
|
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117,000
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112,000
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Part-time employees
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92,000
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88,000
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83,000
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Total employees
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218,000
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205,000
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195,000
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Name
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Position
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Executive
Officer
Since
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Age
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W. Craig Jelinek
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President and Chief Executive Officer. Mr. Jelinek has been President and Chief Executive Officer since January 2012 and a director since February 2010. He was President and Chief Operating Officer from February 2010 to December 2011. Prior to that he was Executive Vice President, Chief Operating Officer, Merchandising since 2004.
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1995
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64
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Jeffrey H. Brotman
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Chairman of the Board. Mr. Brotman is a co-founder of Costco and has been a director since its inception.
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1983
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74
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Richard A. Galanti
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Executive Vice President and Chief Financial Officer. Mr. Galanti has been a director since January 1995.
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1993
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60
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Franz E. Lazarus
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Executive Vice President, Administration. Mr. Lazarus was Senior Vice President, Administration-Global Operations from 2006 to September 2012.
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2012
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69
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John D. McKay
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Executive Vice President, Chief Operating Officer, Northern Division. Mr. McKay was Senior Vice President, General Manager, Northwest Region from 2000 to March 2010.
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2010
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59
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Paul G. Moulton
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Executive Vice President, Chief Information Officer. Mr. Moulton was Executive Vice President, Real Estate Development from 2001 until March 2010.
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2001
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65
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James P. Murphy
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Executive Vice President, Chief Operating Officer, International. Mr. Murphy was Senior Vice President, International, from 2004 to October 2010.
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2011
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63
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Joseph P. Portera
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Executive Vice President, Chief Operating Officer, Eastern and Canadian Divisions. Mr. Portera has held these positions since 1994, and has been the Chief Diversity Officer since 2010.
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1994
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64
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Timothy L. Rose
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Executive Vice President, Ancillary Businesses, Manufacturing, and Business Centers. Mr. Rose was Senior Vice President, Merchandising, Food and Sundries and Private Label from 1995 to December 2012.
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2013
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64
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Ron M. Vachris
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Executive Vice President, Chief Operating Officer, Merchandising. Mr. Vachris was Senior Vice President, Real Estate Development, from August 2015 to June 2016, and Senior Vice President, General Manager, Northwest Region from 2010 to July 2015.
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2016
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51
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Dennis R. Zook
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Executive Vice President, Chief Operating Officer, Southwest Division and Mexico.
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1993
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67
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Own Land
and Building
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Lease Land
and/or
Building
(1)
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Total
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|||
United States and Puerto Rico
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407
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94
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501
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Canada
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80
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11
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91
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Mexico
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36
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—
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36
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United Kingdom
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22
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6
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28
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Japan
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11
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|
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14
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|
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25
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Korea
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5
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7
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12
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Taiwan
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—
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12
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|
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12
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Australia
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5
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|
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3
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|
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8
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Spain
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2
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—
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2
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Total
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568
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147
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715
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(1)
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98
of the
147
leases are land-only leases, where Costco owns the building.
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Openings by Fiscal Year
(1)
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United States
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Canada
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Other
International
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Total
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Total Warehouses
in Operation
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|||||
2012 and prior
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439
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82
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87
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608
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608
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2013
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12
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3
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|
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11
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|
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26
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|
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634
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2014
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17
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|
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3
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|
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9
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|
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29
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|
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663
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2015
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12
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|
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1
|
|
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10
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|
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23
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|
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686
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2016
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21
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2
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|
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6
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|
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29
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715
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2017 (expected through 12/31/2016)
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5
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3
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—
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8
|
|
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723
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Total
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506
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94
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123
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723
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(1)
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Net of closings and relocations.
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Price Range
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Cash
Dividends
Declared
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||||||||
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High
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Low
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||||||||
2016:
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||||||
Fourth Quarter
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$
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169.04
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$
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141.29
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$
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0.450
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Third Quarter
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158.25
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146.44
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0.450
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Second Quarter
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168.87
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143.28
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0.400
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First Quarter
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163.10
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138.30
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0.400
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2015:
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||||||
Fourth Quarter
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146.89
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132.71
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0.400
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Third Quarter
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153.14
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143.05
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0.400
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Second Quarter
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155.92
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137.31
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5.355
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(1)
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First Quarter
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140.01
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121.35
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0.355
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(1)
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Includes a special cash dividend of $5.00 per share.
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Program
(1)
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Maximum Dollar Value of Shares that May Yet be Purchased under the Program
|
|||
May 9—June 5, 2016
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416,000
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$146.08
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416,000
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$3,292
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||
June 6—July 3, 2016
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234,000
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|
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154.81
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234,000
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$3,256
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July 4—July 31, 2016
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66,000
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|
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164.12
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66,000
|
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$3,245
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August 1—August 28, 2016
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140,000
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|
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167.34
|
|
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140,000
|
|
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$3,222
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Total fourth quarter
|
|
856,000
|
|
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$153.34
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856,000
|
|
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(1)
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Our repurchase program is conducted under a $4,000 authorization approved by our Board of Directors in April 2015, which expires in April 2019.
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Aug. 28, 2016
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Aug. 30, 2015
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Aug. 31, 2014
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Sept. 1, 2013
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Sept. 2, 2012
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||||||||||
As of and for the year ended
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(52 weeks)
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(52 weeks)
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(52 weeks)
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(52 weeks)
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(53 weeks)
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||||||||||
RESULTS OF OPERATIONS
|
|
|
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||||||||||
Net sales
|
$
|
116,073
|
|
|
$
|
113,666
|
|
|
$
|
110,212
|
|
|
$
|
102,870
|
|
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$
|
97,062
|
|
Membership fees
|
2,646
|
|
|
2,533
|
|
|
2,428
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|
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2,286
|
|
|
2,075
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|
|||||
Gross margin
(1)
as a percentage of net sales
|
11.35
|
%
|
|
11.09
|
%
|
|
10.66
|
%
|
|
10.62
|
%
|
|
10.55
|
%
|
|||||
Selling, general and administrative expenses as a percentage of net sales
|
10.40
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%
|
|
10.07
|
%
|
|
9.89
|
%
|
|
9.82
|
%
|
|
9.81
|
%
|
|||||
Operating income
|
$
|
3,672
|
|
|
$
|
3,624
|
|
|
$
|
3,220
|
|
|
$
|
3,053
|
|
|
$
|
2,759
|
|
Net income attributable to Costco
(2)
|
2,350
|
|
|
2,377
|
|
|
2,058
|
|
|
2,039
|
|
|
1,709
|
|
|||||
Net income per diluted common share attributable to Costco
|
5.33
|
|
|
5.37
|
|
|
4.65
|
|
|
4.63
|
|
|
3.89
|
|
|||||
Cash dividends declared per common share
|
1.70
|
|
|
6.51
|
|
|
1.33
|
|
|
8.17
|
|
|
1.03
|
|
|||||
Changes in comparable sales
(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
1
|
%
|
|
3
|
%
|
|
5
|
%
|
|
6
|
%
|
|
7
|
%
|
|||||
Canada
|
(3
|
)%
|
|
(5
|
)%
|
|
2
|
%
|
|
9
|
%
|
|
8
|
%
|
|||||
Other International
|
(3
|
)%
|
|
(3
|
)%
|
|
3
|
%
|
|
1
|
%
|
|
3
|
%
|
|||||
Total Company
|
0
|
%
|
|
1
|
%
|
|
4
|
%
|
|
6
|
%
|
|
7
|
%
|
|||||
Increase in Total Company comparable sales excluding the impact of changes in foreign currency and gasoline prices
|
4
|
%
|
|
7
|
%
|
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Net property and equipment
|
$
|
17,043
|
|
|
$
|
15,401
|
|
|
$
|
14,830
|
|
|
$
|
13,881
|
|
|
$
|
12,961
|
|
Total assets
|
33,163
|
|
|
33,017
|
|
|
32,662
|
|
|
29,936
|
|
|
26,827
|
|
|||||
Long-term debt, excluding current portion
|
4,061
|
|
|
4,852
|
|
|
5,084
|
|
|
4,986
|
|
|
1,380
|
|
|||||
Costco stockholders’ equity
|
$
|
12,079
|
|
|
$
|
10,617
|
|
|
$
|
12,303
|
|
|
$
|
10,833
|
|
|
$
|
12,361
|
|
WAREHOUSE INFORMATION
|
|
|
|
|
|
|
|
|
|
||||||||||
Warehouses in Operation
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning of year
|
686
|
|
|
663
|
|
|
634
|
|
|
608
|
|
|
592
|
|
|||||
Opened
(4)
|
33
|
|
|
26
|
|
|
30
|
|
|
26
|
|
|
17
|
|
|||||
Closed
(4)
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
0
|
|
|
(1
|
)
|
|||||
End of year
|
715
|
|
|
686
|
|
|
663
|
|
|
634
|
|
|
608
|
|
|||||
MEMBERSHIP INFORMATION
|
|
|
|
|
|
|
|
|
|
||||||||||
Total paid members (000's)
|
47,600
|
|
|
44,600
|
|
|
42,000
|
|
|
39,000
|
|
|
36,900
|
|
(1)
|
Net sales less merchandise costs.
|
(2)
|
Includes 50% of the results of Costco Mexico's operations in fiscal 2012 prior to the July acquisition of our former joint venture partner's 50% equity interest. The remainder of fiscal 2012 and thereafter include 100% of Costco Mexico's results of operations.
|
(3)
|
Includes net sales from warehouses and websites operating for more than one year. For fiscal 2013 and 2012, the prior year includes the comparable 52 and 53 weeks, respectively.
|
(4)
|
Includes warehouse relocations and closures.
|
•
|
We opened 29 net new warehouses in 2016, 21 in the U.S., two in Canada, and six in our Other International segment, compared to 23 net new warehouses in 2015;
|
•
|
Net sales increased
2%
to
$116,073
, driven by sales at new warehouses opened in 2015 and 2016, while comparable sales were flat. Net and comparable sales results were negatively impacted by changes in most foreign currencies relative to the U.S. dollar and decreases in the price of gasoline;
|
•
|
Membership fee revenue increased 4% to
$2,646
, primarily due to membership sign-ups at existing and new warehouses and executive membership upgrades, partially offset by the negative impact of changes in most foreign currencies relative to the U.S. dollar;
|
•
|
Gross margin percentage increased 26 basis points, primarily from the impact of gasoline price deflation on net sales;
|
•
|
Selling, general and administrative (SG&A) expenses as a percentage of net sales increased 33 basis points, largely driven by the impact of gasoline price deflation on net sales;
|
•
|
Net income decreased 1% to
$2,350
, or $5.33 per diluted share compared to $2,377, or $5.37 per diluted share in 2015. The 2015 results were positively impacted by a $57 tax benefit, or $0.13 per diluted share, in connection with the special cash dividend paid to the Company's 401(k) Plan participants;
|
•
|
Changes in foreign currencies relative to the U.S. dollar adversely impacted diluted earnings per share by $0.24, largely driven by changes in the Canadian dollar and Mexican peso;
|
•
|
In December 2015, we paid the outstanding principal balance and associated interest on the 0.65% Senior Notes of approximately $1,204, from our cash and cash equivalents and short-term investments;
|
•
|
The Board of Directors approved an increase in the quarterly cash dividend from $0.40 to $0.45 per share in April 2016; and
|
•
|
In June 2016, we transitioned to our new Citibank-Visa exclusive co-branded credit card in the U.S. (described in further detail in Item 9B of this Report).
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
$
|
116,073
|
|
|
$
|
113,666
|
|
|
$
|
110,212
|
|
Changes in net sales:
|
|
|
|
|
|
||||||
U.S.
|
3
|
%
|
|
5
|
%
|
|
7
|
%
|
|||
Canada
|
(2
|
)%
|
|
(3
|
)%
|
|
5
|
%
|
|||
Other International
|
4
|
%
|
|
2
|
%
|
|
14
|
%
|
|||
Total Company
|
2
|
%
|
|
3
|
%
|
|
7
|
%
|
|||
Changes in comparable sales:
|
|
|
|
|
|
||||||
U.S.
|
1
|
%
|
|
3
|
%
|
|
5
|
%
|
|||
Canada
|
(3
|
)%
|
|
(5
|
)%
|
|
2
|
%
|
|||
Other International
|
(3
|
)%
|
|
(3
|
)%
|
|
3
|
%
|
|||
Total Company
|
0
|
%
|
|
1
|
%
|
|
4
|
%
|
|||
Increases in comparable sales excluding the impact of changes in foreign currency and gasoline prices:
|
|
|
|
|
|
||||||
U.S.
|
3
|
%
|
|
6
|
%
|
|
5
|
%
|
|||
Canada
|
8
|
%
|
|
8
|
%
|
|
9
|
%
|
|||
Other International
|
4
|
%
|
|
6
|
%
|
|
4
|
%
|
|||
Total Company
|
4
|
%
|
|
7
|
%
|
|
6
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Membership fees
|
$
|
2,646
|
|
|
$
|
2,533
|
|
|
$
|
2,428
|
|
Membership fees increase
|
4
|
%
|
|
4
|
%
|
|
6
|
%
|
|||
Membership fees as a percentage of net sales
|
2.28
|
%
|
|
2.23
|
%
|
|
2.20
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
116,073
|
|
|
$
|
113,666
|
|
|
$
|
110,212
|
|
Less merchandise costs
|
102,901
|
|
|
101,065
|
|
|
98,458
|
|
|||
Gross margin
|
$
|
13,172
|
|
|
$
|
12,601
|
|
|
$
|
11,754
|
|
Gross margin percentage
|
11.35
|
%
|
|
11.09
|
%
|
|
10.66
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
SG&A expenses
|
$
|
12,068
|
|
|
$
|
11,445
|
|
|
$
|
10,899
|
|
SG&A expenses as a percentage of net sales
|
10.40
|
%
|
|
10.07
|
%
|
|
9.89
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Preopening expenses
|
$
|
78
|
|
|
$
|
65
|
|
|
$
|
63
|
|
Warehouse openings, including relocations
|
|
|
|
|
|
||||||
United States
|
25
|
|
|
14
|
|
|
17
|
|
|||
Canada
|
2
|
|
|
1
|
|
|
3
|
|
|||
Other International
|
6
|
|
|
11
|
|
|
10
|
|
|||
Total warehouse openings, including relocations
|
33
|
|
|
26
|
|
|
30
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense
|
$
|
133
|
|
|
$
|
124
|
|
|
$
|
113
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
$
|
41
|
|
|
$
|
50
|
|
|
$
|
52
|
|
Foreign-currency transaction gains, net
|
28
|
|
|
47
|
|
|
26
|
|
|||
Other, net
|
11
|
|
|
7
|
|
|
12
|
|
|||
Interest income and other, net
|
$
|
80
|
|
|
$
|
104
|
|
|
$
|
90
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Provision for income taxes
|
$
|
1,243
|
|
|
$
|
1,195
|
|
|
$
|
1,109
|
|
Effective tax rate
|
34.3
|
%
|
|
33.2
|
%
|
|
34.7
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
3,292
|
|
|
$
|
4,285
|
|
|
$
|
3,984
|
|
Net cash used in investing activities
|
(2,345
|
)
|
|
(2,480
|
)
|
|
(2,093
|
)
|
|||
Net cash used in financing activities
|
(2,419
|
)
|
|
(2,324
|
)
|
|
(786
|
)
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||
Contractual obligations
|
2017
|
|
2018 to 2019
|
|
2020 to 2021
|
|
2022 and thereafter
|
|
Total
|
||||||||||
Purchase obligations (merchandise)
(1)
|
$
|
5,833
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,836
|
|
Long-term debt
(2)
|
1,221
|
|
|
1,392
|
|
|
1,845
|
|
|
998
|
|
|
5,456
|
|
|||||
Operating leases
(3)
|
200
|
|
|
379
|
|
|
337
|
|
|
2,204
|
|
|
3,120
|
|
|||||
Construction and land obligations
|
700
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|||||
Capital lease obligations
(4)
|
31
|
|
|
61
|
|
|
63
|
|
|
593
|
|
|
748
|
|
|||||
Purchase obligations (equipment, services and other)
(5)
|
458
|
|
|
98
|
|
|
61
|
|
|
1
|
|
|
618
|
|
|||||
Other
(6)
|
18
|
|
|
26
|
|
|
11
|
|
|
71
|
|
|
126
|
|
|||||
Total
|
$
|
8,461
|
|
|
$
|
2,016
|
|
|
$
|
2,317
|
|
|
$
|
3,867
|
|
|
$
|
16,661
|
|
(1)
|
Includes only open merchandise purchase orders.
|
(2)
|
Includes contractual interest payments and excludes deferred issuance costs.
|
(3)
|
Operating lease obligations exclude amounts for common area maintenance, taxes, and insurance and have been reduced by
$129
to reflect sub-lease income.
|
(4)
|
Includes build-to-suit lease obligations and contractual interest payments.
|
(5)
|
The amounts exclude certain services negotiated at the individual warehouse or regional level that are not significant and generally contain clauses allowing for cancellation without significant penalty.
|
(6)
|
Includes
$64
in asset retirement obligations, and $62 in deferred compensation obligations. The total amount excludes $51 of non-current unrecognized tax contingencies and $29 of other obligations due to uncertainty regarding the timing of future cash payments.
|
|
Page
|
/s/ W. C
RAIG
J
ELINEK
|
|
W. Craig Jelinek
|
|
President, Chief Executive Officer and Director
|
|
/s/ R
ICHARD
A. G
ALANTI
|
|
Richard A. Galanti
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
(a)
|
Documents filed as part of this report are as follows:
|
1.
|
Financial Statements:
|
(b)
|
Financial Statement Schedules—None.
|
|
C
OSTCO
W
HOLESALE
C
ORPORATION
(Registrant)
|
||
|
|
|
|
|
By
|
|
/s/ R
ICHARD
A. G
ALANTI
|
|
|
|
Richard A. Galanti
Executive Vice President, Chief Financial Officer and Director
|
By
|
|
/s/ W. C
RAIG
J
ELINEK
|
|
|
|
October 11, 2016
|
|
|
W. Craig Jelinek
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
|
|||
By
|
|
/s/ J
EFFREY
H. B
ROTMAN
|
|
|
|
October 11, 2016
|
|
|
Jeffrey H. Brotman
Chairman of the Board
|
|
|
|
|
|
|
|
|
|||
By
|
|
/s/ R
ICHARD
A. G
ALANTI
|
|
|
|
October 11, 2016
|
|
|
Richard A. Galanti
Executive Vice President, Chief Financial Officer and Director
(
Principal Financial Officer
)
|
|
|
|
|
|
|
|
|
|||
By
|
|
/s/ D
AVID
S. P
ETTERSON
|
|
|
|
October 11, 2016
|
|
|
David S. Petterson
Senior Vice President and Controller
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|||
By
|
|
/s/ S
USAN
L. D
ECKER
|
|
|
|
October 11, 2016
|
|
|
Susan L. Decker
Director
|
|
|
|
|
|
|
|
|
|||
By
|
|
/s/ D
ANIEL
J. E
VANS
|
|
|
|
October 11, 2016
|
|
|
Daniel J. Evans
Director
|
|
|
|
|
By
|
|
/s/ H
AMILTON
E. J
AMES
|
|
|
|
October 11, 2016
|
|
|
Hamilton E. James
Director
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ R
ICHARD
M. L
IBENSON
|
|
|
|
October 11, 2016
|
|
|
Richard M. Libenson
Director
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ J
OHN
W. M
EISENBACH
|
|
|
|
October 11, 2016
|
|
|
John W. Meisenbach
Director
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ C
HARLES
T. M
UNGER
|
|
|
|
October 11, 2016
|
|
|
Charles T. Munger
Director
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/S/ J
EFFREY
S. R
AIKES
|
|
|
|
October 11, 2016
|
|
|
Jeffrey S. Raikes
Director
|
|
|
|
|
|
|
|
|
|||
By
|
|
/S/ J
AMES
D. S
INGEGAL
|
|
|
|
October 11, 2016
|
|
|
James D. Sinegal
Director
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/S/ J
OHN
W. S
TANTON
|
|
|
|
October 11, 2016
|
|
|
John W. Stanton
Director
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/S/ M
AGGIE
W
ILDEROTTER
|
|
|
|
October 11, 2016
|
|
|
Maggie Wilderotter
Director |
|
|
|
|
|
August 28,
2016 |
|
August 30,
2015 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,379
|
|
|
$
|
4,801
|
|
Short-term investments
|
1,350
|
|
|
1,618
|
|
||
Receivables, net
|
1,252
|
|
|
1,224
|
|
||
Merchandise inventories
|
8,969
|
|
|
8,908
|
|
||
Other current assets
|
268
|
|
|
228
|
|
||
Total current assets
|
15,218
|
|
|
16,779
|
|
||
PROPERTY AND EQUIPMENT
|
|
|
|
||||
Land
|
5,395
|
|
|
4,961
|
|
||
Buildings and improvements
|
13,994
|
|
|
12,618
|
|
||
Equipment and fixtures
|
6,077
|
|
|
5,274
|
|
||
Construction in progress
|
701
|
|
|
811
|
|
||
|
26,167
|
|
|
23,664
|
|
||
Less accumulated depreciation and amortization
|
(9,124
|
)
|
|
(8,263
|
)
|
||
Net property and equipment
|
17,043
|
|
|
15,401
|
|
||
OTHER ASSETS
|
902
|
|
|
837
|
|
||
TOTAL ASSETS
|
$
|
33,163
|
|
|
$
|
33,017
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
7,612
|
|
|
$
|
9,011
|
|
Current portion of long-term debt
|
1,100
|
|
|
1,283
|
|
||
Accrued salaries and benefits
|
2,629
|
|
|
2,468
|
|
||
Accrued member rewards
|
869
|
|
|
813
|
|
||
Deferred membership fees
|
1,362
|
|
|
1,269
|
|
||
Other current liabilities
|
2,003
|
|
|
1,695
|
|
||
Total current liabilities
|
15,575
|
|
|
16,539
|
|
||
LONG-TERM DEBT, excluding current portion
|
4,061
|
|
|
4,852
|
|
||
OTHER LIABILITIES
|
1,195
|
|
|
783
|
|
||
Total liabilities
|
20,831
|
|
|
22,174
|
|
||
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; 437,524,000 and 437,952,000 shares issued and outstanding
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
5,490
|
|
|
5,218
|
|
||
Accumulated other comprehensive loss
|
(1,099
|
)
|
|
(1,121
|
)
|
||
Retained earnings
|
7,686
|
|
|
6,518
|
|
||
Total Costco stockholders’ equity
|
12,079
|
|
|
10,617
|
|
||
Noncontrolling interests
|
253
|
|
|
226
|
|
||
Total equity
|
12,332
|
|
|
10,843
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
33,163
|
|
|
$
|
33,017
|
|
|
52 Weeks Ended
|
|
52 Weeks Ended
|
|
52 Weeks Ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
|
August 31,
2014 |
||||||
REVENUE
|
|
|
|
|
|
||||||
Net sales
|
$
|
116,073
|
|
|
$
|
113,666
|
|
|
$
|
110,212
|
|
Membership fees
|
2,646
|
|
|
2,533
|
|
|
2,428
|
|
|||
Total revenue
|
118,719
|
|
|
116,199
|
|
|
112,640
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Merchandise costs
|
102,901
|
|
|
101,065
|
|
|
98,458
|
|
|||
Selling, general and administrative
|
12,068
|
|
|
11,445
|
|
|
10,899
|
|
|||
Preopening expenses
|
78
|
|
|
65
|
|
|
63
|
|
|||
Operating income
|
3,672
|
|
|
3,624
|
|
|
3,220
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
||||||
Interest expense
|
(133
|
)
|
|
(124
|
)
|
|
(113
|
)
|
|||
Interest income and other, net
|
80
|
|
|
104
|
|
|
90
|
|
|||
INCOME BEFORE INCOME TAXES
|
3,619
|
|
|
3,604
|
|
|
3,197
|
|
|||
Provision for income taxes
|
1,243
|
|
|
1,195
|
|
|
1,109
|
|
|||
Net income including noncontrolling interests
|
2,376
|
|
|
2,409
|
|
|
2,088
|
|
|||
Net income attributable to noncontrolling interests
|
(26
|
)
|
|
(32
|
)
|
|
(30
|
)
|
|||
NET INCOME ATTRIBUTABLE TO COSTCO
|
$
|
2,350
|
|
|
$
|
2,377
|
|
|
$
|
2,058
|
|
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.36
|
|
|
$
|
5.41
|
|
|
$
|
4.69
|
|
Diluted
|
$
|
5.33
|
|
|
$
|
5.37
|
|
|
$
|
4.65
|
|
Shares used in calculation (000’s)
|
|
|
|
|
|
||||||
Basic
|
438,585
|
|
|
439,455
|
|
|
438,693
|
|
|||
Diluted
|
441,263
|
|
|
442,716
|
|
|
442,485
|
|
|||
CASH DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
1.70
|
|
|
$
|
6.51
|
|
|
$
|
1.33
|
|
|
52 Weeks Ended
|
|
52 Weeks Ended
|
|
52 Weeks Ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
|
August 31,
2014 |
||||||
NET INCOME INCLUDING NONCONTROLLING INTERESTS
|
$
|
2,376
|
|
|
$
|
2,409
|
|
|
$
|
2,088
|
|
Foreign-currency translation adjustment and other, net
|
26
|
|
|
(1,063
|
)
|
|
49
|
|
|||
Comprehensive income
|
2,402
|
|
|
1,346
|
|
|
2,137
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
30
|
|
|
14
|
|
|
33
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO
|
$
|
2,372
|
|
|
$
|
1,332
|
|
|
$
|
2,104
|
|
|
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 1, 2013
|
436,839
|
|
|
$
|
2
|
|
|
$
|
4,670
|
|
|
$
|
(122
|
)
|
|
$
|
6,283
|
|
|
$
|
10,833
|
|
|
$
|
179
|
|
|
$
|
11,012
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,058
|
|
|
2,058
|
|
|
30
|
|
|
2,088
|
|
|||||||
Foreign-currency translation adjustment and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|
3
|
|
|
49
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
327
|
|
|||||||
Stock options exercised, including tax effects
|
971
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|||||||
Release of vested restricted stock units (RSUs), including tax effects
|
2,770
|
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
|||||||
Conversion of convertible notes
|
18
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Repurchases of common stock
|
(2,915
|
)
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(299
|
)
|
|
(334
|
)
|
|
—
|
|
|
(334
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(584
|
)
|
|
(584
|
)
|
|
—
|
|
|
(584
|
)
|
|||||||
BALANCE AT AUGUST 31, 2014
|
437,683
|
|
|
2
|
|
|
4,919
|
|
|
(76
|
)
|
|
7,458
|
|
|
12,303
|
|
|
212
|
|
|
12,515
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,377
|
|
|
2,377
|
|
|
32
|
|
|
2,409
|
|
|||||||
Foreign-currency translation adjustment and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,045
|
)
|
|
—
|
|
|
(1,045
|
)
|
|
(18
|
)
|
|
(1,063
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|
394
|
|
|||||||
Stock options exercised, including tax effects
|
989
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|||||||
Release of vested RSUs, including tax effects
|
2,736
|
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
|||||||
Repurchases of common stock
|
(3,456
|
)
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(452
|
)
|
|
(494
|
)
|
|
—
|
|
|
(494
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,865
|
)
|
|
(2,865
|
)
|
|
—
|
|
|
(2,865
|
)
|
|||||||
BALANCE AT AUGUST 30, 2015
|
437,952
|
|
|
2
|
|
|
5,218
|
|
|
(1,121
|
)
|
|
6,518
|
|
|
10,617
|
|
|
226
|
|
|
10,843
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,350
|
|
|
2,350
|
|
|
26
|
|
|
2,376
|
|
|||||||
Foreign-currency translation adjustment and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|
4
|
|
|
26
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
459
|
|
|
—
|
|
|
—
|
|
|
459
|
|
|
—
|
|
|
459
|
|
|||||||
Stock options exercised, including tax effects
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Release of vested RSUs, including tax effects
|
2,749
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(146
|
)
|
|||||||
Conversion of convertible notes
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of common stock
|
(3,184
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(436
|
)
|
|
(477
|
)
|
|
—
|
|
|
(477
|
)
|
|||||||
Cash dividends declared and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(746
|
)
|
|
(746
|
)
|
|
(3
|
)
|
|
(749
|
)
|
|||||||
BALANCE AT AUGUST 28, 2016
|
437,524
|
|
|
$
|
2
|
|
|
$
|
5,490
|
|
|
$
|
(1,099
|
)
|
|
$
|
7,686
|
|
|
$
|
12,079
|
|
|
$
|
253
|
|
|
$
|
12,332
|
|
|
2016
|
|
2015
|
||||
Vendor receivables
|
$
|
755
|
|
|
$
|
729
|
|
Reinsurance receivables
|
270
|
|
|
273
|
|
||
Third-party pharmacy receivables
|
99
|
|
|
103
|
|
||
Other receivables, net
|
128
|
|
|
119
|
|
||
Receivables, net
|
$
|
1,252
|
|
|
$
|
1,224
|
|
|
2016
|
|
2015
|
||||
United States
|
$
|
6,422
|
|
|
$
|
6,427
|
|
Foreign
|
2,547
|
|
|
2,481
|
|
||
Merchandise inventories
|
$
|
8,969
|
|
|
$
|
8,908
|
|
|
2016
|
|
2015
|
||||
Accrued sales, income, and other taxes
|
$
|
532
|
|
|
$
|
490
|
|
Insurance-related liabilities
|
401
|
|
|
396
|
|
||
Deferred sales
|
365
|
|
|
299
|
|
||
Cash card liability
|
254
|
|
|
201
|
|
||
Returns reserve
|
137
|
|
|
124
|
|
||
Other
|
314
|
|
|
185
|
|
||
Other current liabilities
|
$
|
2,003
|
|
|
$
|
1,695
|
|
2016:
|
Cost
Basis
|
|
Unrealized
Gains, Net
|
|
Recorded
Basis
|
||||||
Available-for-sale:
|
|
|
|
|
|
||||||
Government and agency securities
|
$
|
1,028
|
|
|
$
|
6
|
|
|
$
|
1,034
|
|
Asset and mortgage-backed securities
|
1
|
|
|
0
|
|
|
1
|
|
|||
Total available-for-sale
|
1,029
|
|
|
6
|
|
|
1,035
|
|
|||
Held-to-maturity:
|
|
|
|
|
|
||||||
Certificates of deposit
|
306
|
|
|
|
|
306
|
|
||||
Bankers' acceptances
|
9
|
|
|
|
|
9
|
|
||||
Total held-to-maturity
|
315
|
|
|
|
|
315
|
|
||||
Total short-term investments
|
$
|
1,344
|
|
|
$
|
6
|
|
|
$
|
1,350
|
|
2015:
|
Cost
Basis
|
|
Unrealized
Gains, Net
|
|
Recorded
Basis
|
||||||
Available-for-sale:
|
|
|
|
|
|
||||||
Government and agency securities
|
$
|
1,394
|
|
|
$
|
4
|
|
|
$
|
1,398
|
|
Asset and mortgage-backed securities
|
5
|
|
|
0
|
|
|
5
|
|
|||
Total available-for-sale
|
1,399
|
|
|
4
|
|
|
1,403
|
|
|||
Held-to-maturity:
|
|
|
|
|
|
||||||
Certificates of deposit
|
215
|
|
|
|
|
215
|
|
||||
Total short-term investments
|
$
|
1,614
|
|
|
$
|
4
|
|
|
$
|
1,618
|
|
|
Available-For-Sale
|
|
Held-To-Maturity
|
||||||||
|
Cost Basis
|
|
Fair Value
|
|
|||||||
Due in one year or less
|
$
|
231
|
|
|
$
|
231
|
|
|
$
|
315
|
|
Due after one year through five years
|
746
|
|
|
751
|
|
|
0
|
|
|||
Due after five years
|
52
|
|
|
53
|
|
|
0
|
|
|||
Total
|
$
|
1,029
|
|
|
$
|
1,035
|
|
|
$
|
315
|
|
2016:
|
Level 1
|
|
Level 2
|
||||
Money market mutual funds
(1)
|
$
|
222
|
|
|
$
|
0
|
|
Investment in government and agency securities
|
0
|
|
|
1,034
|
|
||
Investment in asset and mortgage-backed securities
|
0
|
|
|
1
|
|
||
Forward foreign-exchange contracts, in asset position
(2)
|
0
|
|
|
11
|
|
||
Forward foreign-exchange contracts, in (liability) position
(2)
|
0
|
|
|
(13
|
)
|
||
Total
|
$
|
222
|
|
|
$
|
1,033
|
|
2015:
|
Level 1
|
|
Level 2
|
||||
Money market mutual funds
(1)
|
$
|
306
|
|
|
$
|
0
|
|
Investment in government and agency securities
|
0
|
|
|
1,398
|
|
||
Investment in asset and mortgage-backed securities
|
0
|
|
|
5
|
|
||
Forward foreign-exchange contracts, in asset position
(2)
|
0
|
|
|
16
|
|
||
Forward foreign-exchange contracts, in (liability) position
(2)
|
0
|
|
|
(4
|
)
|
||
Total
|
$
|
306
|
|
|
$
|
1,415
|
|
(1)
|
Included in cash and cash equivalents in the accompanying consolidated balance sheets.
|
(2)
|
The asset and the liability values are included in other current assets and other current liabilities, respectively, in the accompanying consolidated balance sheets. See Note 1 for additional information on derivative instruments.
|
|
2016
|
|
2015
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
0.65% Senior Notes due December 2015
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,200
|
|
|
$
|
1,201
|
|
5.5% Senior Notes due March 2017
|
1,100
|
|
|
1,129
|
|
|
1,099
|
|
|
1,171
|
|
||||
1.125% Senior Notes due December 2017
|
1,099
|
|
|
1,103
|
|
|
1,098
|
|
|
1,097
|
|
||||
1.7% Senior Notes due December 2019
|
1,196
|
|
|
1,219
|
|
|
1,195
|
|
|
1,186
|
|
||||
1.75% Senior Notes due February 2020
|
498
|
|
|
508
|
|
|
497
|
|
|
494
|
|
||||
2.25% Senior Notes due February 2022
|
497
|
|
|
512
|
|
|
496
|
|
|
484
|
|
||||
Other long-term debt
|
771
|
|
|
803
|
|
|
550
|
|
|
555
|
|
||||
Total long-term debt
|
5,161
|
|
|
5,274
|
|
|
6,135
|
|
|
6,188
|
|
||||
Less current portion
|
1,100
|
|
|
1,130
|
|
|
1,283
|
|
|
1,284
|
|
||||
Long-term debt, excluding current portion
|
$
|
4,061
|
|
|
$
|
4,144
|
|
|
$
|
4,852
|
|
|
$
|
4,904
|
|
2017
|
$
|
1,100
|
|
2018
|
1,195
|
|
|
2019
|
100
|
|
|
2020
|
1,698
|
|
|
2021
|
100
|
|
|
Thereafter
|
978
|
|
|
Total
|
$
|
5,171
|
|
|
Operating
Leases
|
|
Capital
Leases
(1)
|
||||
2017
|
$
|
200
|
|
|
$
|
31
|
|
2018
|
195
|
|
|
31
|
|
||
2019
|
184
|
|
|
30
|
|
||
2020
|
171
|
|
|
31
|
|
||
2021
|
166
|
|
|
32
|
|
||
Thereafter
|
2,204
|
|
|
593
|
|
||
Total
|
$
|
3,120
|
|
|
748
|
|
|
Less amount representing interest
|
|
|
(374
|
)
|
|||
Net present value of minimum lease payments
|
|
|
374
|
|
|||
Less current installments
(2)
|
|
|
(10
|
)
|
|||
Long-term capital lease obligations less current installments
(3)
|
|
|
$
|
364
|
|
(1)
|
Includes build-to-suit lease obligations.
|
(2)
|
Included in other current liabilities in the accompanying consolidated balance sheets.
|
(3)
|
Included in other liabilities in the accompanying consolidated balance sheets.
|
|
Shares
Repurchased
(000’s)
|
|
Average
Price per
Share
|
|
Total Cost
|
|||||
2016
|
3,184
|
|
|
$
|
149.90
|
|
|
$
|
477
|
|
2015
|
3,456
|
|
|
142.87
|
|
|
494
|
|
||
2014
|
2,915
|
|
|
114.45
|
|
|
334
|
|
•
|
7,878,000
time-based RSUs that vest upon continued employment over specified periods of time;
|
•
|
448,000
performance-based RSUs, of which
236,000
were granted to executive officers subject to the certification of the attainment of specified performance targets for
2016
. This certification occurred in September
2016
, at which time a portion vested as a result of the long service of all executive officers. The remaining awards vest upon continued employment over specified periods of time.
|
|
Number of
Units
(in 000’s)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Outstanding at the end of 2015
|
9,233
|
|
|
$
|
99.72
|
|
Granted
|
3,521
|
|
|
153.46
|
|
|
Vested and delivered
|
(4,147
|
)
|
|
102.43
|
|
|
Forfeited
|
(281
|
)
|
|
115.69
|
|
|
Outstanding at the end of 2016
|
8,326
|
|
|
$
|
120.56
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock-based compensation expense before income taxes
|
$
|
459
|
|
|
$
|
394
|
|
|
$
|
327
|
|
Less recognized income tax benefit
|
(150
|
)
|
|
(131
|
)
|
|
(109
|
)
|
|||
Stock-based compensation expense, net of income taxes
|
$
|
309
|
|
|
$
|
263
|
|
|
$
|
218
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic (including Puerto Rico)
|
$
|
2,622
|
|
|
$
|
2,574
|
|
|
$
|
2,145
|
|
Foreign
|
997
|
|
|
1,030
|
|
|
1,052
|
|
|||
Total
|
$
|
3,619
|
|
|
$
|
3,604
|
|
|
$
|
3,197
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
468
|
|
|
$
|
766
|
|
|
$
|
696
|
|
Deferred
|
233
|
|
|
(12
|
)
|
|
(105
|
)
|
|||
Total federal
|
701
|
|
|
754
|
|
|
591
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
108
|
|
|
131
|
|
|
107
|
|
|||
Deferred
|
21
|
|
|
1
|
|
|
(3
|
)
|
|||
Total state
|
129
|
|
|
132
|
|
|
104
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
398
|
|
|
399
|
|
|
369
|
|
|||
Deferred
|
15
|
|
|
(90
|
)
|
|
45
|
|
|||
Total foreign
|
413
|
|
|
309
|
|
|
414
|
|
|||
Total provision for income taxes
|
$
|
1,243
|
|
|
$
|
1,195
|
|
|
$
|
1,109
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Federal taxes at statutory rate
|
$
|
1,267
|
|
|
35.0
|
%
|
|
$
|
1,262
|
|
|
35.0
|
%
|
|
$
|
1,119
|
|
|
35.0
|
%
|
State taxes, net
|
91
|
|
|
2.5
|
|
|
85
|
|
|
2.3
|
|
|
66
|
|
|
2.1
|
|
|||
Foreign taxes, net
|
(21
|
)
|
|
(0.6
|
)
|
|
(125
|
)
|
|
(3.5
|
)
|
|
(85
|
)
|
|
(2.7
|
)
|
|||
Employee stock ownership plan (ESOP)
|
(17
|
)
|
|
(0.5
|
)
|
|
(66
|
)
|
|
(1.8
|
)
|
|
(11
|
)
|
|
(0.3
|
)
|
|||
Other
|
(77
|
)
|
|
(2.1
|
)
|
|
39
|
|
|
1.2
|
|
|
20
|
|
|
0.6
|
|
|||
Total
|
$
|
1,243
|
|
|
34.3
|
%
|
|
$
|
1,195
|
|
|
33.2
|
%
|
|
$
|
1,109
|
|
|
34.7
|
%
|
|
2016
|
|
2015
|
||||
Equity compensation
|
$
|
99
|
|
|
$
|
90
|
|
Deferred income/membership fees
|
177
|
|
|
90
|
|
||
Accrued liabilities and reserves
|
601
|
|
|
641
|
|
||
Other
(1)
|
63
|
|
|
107
|
|
||
Property and equipment
|
(779
|
)
|
|
(560
|
)
|
||
Merchandise inventories
|
(256
|
)
|
|
(200
|
)
|
||
Net deferred tax (liabilities)/assets
|
$
|
(95
|
)
|
|
$
|
168
|
|
(1)
|
Includes foreign tax credits of $78 and $33 for 2016 and 2015, respectively, which will expire beginning in 2025.
|
|
2016
|
|
2015
|
||||
Gross unrecognized tax benefit at beginning of year
|
$
|
158
|
|
|
$
|
75
|
|
Gross increases—current year tax positions
|
2
|
|
|
26
|
|
||
Gross increases—tax positions in prior years
|
1
|
|
|
63
|
|
||
Gross decreases—tax positions in prior years
|
(47
|
)
|
|
(1
|
)
|
||
Settlements
|
(25
|
)
|
|
(3
|
)
|
||
Lapse of statute of limitations
|
(37
|
)
|
|
(2
|
)
|
||
Gross unrecognized tax benefit at end of year
|
$
|
52
|
|
|
$
|
158
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income available to common stockholders after assumed conversions of dilutive securities
|
$
|
2,350
|
|
|
$
|
2,377
|
|
|
$
|
2,058
|
|
Weighted average number of common shares used in basic net income per common share
|
438,585
|
|
|
439,455
|
|
|
438,693
|
|
|||
RSUs
|
2,668
|
|
|
3,249
|
|
|
3,771
|
|
|||
Conversion of convertible notes
|
10
|
|
|
12
|
|
|
21
|
|
|||
Weighted average number of common shares and dilutive potential of common stock used in diluted net income per share
|
441,263
|
|
|
442,716
|
|
|
442,485
|
|
|
United States
Operations
|
|
Canadian
Operations
|
|
Other
International
Operations
|
|
Total
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
86,579
|
|
|
$
|
17,028
|
|
|
$
|
15,112
|
|
|
$
|
118,719
|
|
Operating income
|
2,326
|
|
|
778
|
|
|
568
|
|
|
3,672
|
|
||||
Depreciation and amortization
|
946
|
|
|
109
|
|
|
200
|
|
|
1,255
|
|
||||
Additions to property and equipment
|
1,823
|
|
|
299
|
|
|
527
|
|
|
2,649
|
|
||||
Net property and equipment
|
11,745
|
|
|
1,628
|
|
|
3,670
|
|
|
17,043
|
|
||||
Total assets
|
22,511
|
|
|
3,480
|
|
|
7,172
|
|
|
33,163
|
|
||||
2015
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
84,351
|
|
|
$
|
17,341
|
|
|
$
|
14,507
|
|
|
$
|
116,199
|
|
Operating income
|
2,308
|
|
|
771
|
|
|
545
|
|
|
3,624
|
|
||||
Depreciation and amortization
|
848
|
|
|
119
|
|
|
160
|
|
|
1,127
|
|
||||
Additions to property and equipment
|
1,574
|
|
|
148
|
|
|
671
|
|
|
2,393
|
|
||||
Net property and equipment
|
10,815
|
|
|
1,381
|
|
|
3,205
|
|
|
15,401
|
|
||||
Total assets
|
22,988
|
|
|
3,608
|
|
|
6,421
|
|
|
33,017
|
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
80,477
|
|
|
$
|
17,943
|
|
|
$
|
14,220
|
|
|
$
|
112,640
|
|
Operating income
|
1,880
|
|
|
796
|
|
|
544
|
|
|
3,220
|
|
||||
Depreciation and amortization
|
755
|
|
|
124
|
|
|
150
|
|
|
1,029
|
|
||||
Additions to property and equipment
|
1,245
|
|
|
204
|
|
|
544
|
|
|
1,993
|
|
||||
Net property and equipment
|
10,132
|
|
|
1,662
|
|
|
3,036
|
|
|
14,830
|
|
||||
Total assets
|
21,586
|
|
|
4,889
|
|
|
6,187
|
|
|
32,662
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Foods
|
22
|
%
|
|
22
|
%
|
|
22
|
%
|
Sundries
|
21
|
%
|
|
21
|
%
|
|
21
|
%
|
Hardlines
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
Fresh Foods
|
14
|
%
|
|
14
|
%
|
|
13
|
%
|
Softlines
|
12
|
%
|
|
11
|
%
|
|
11
|
%
|
Other
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
|
52 Weeks Ended August 28, 2016
|
||||||||||||||||||
|
First
Quarter
(12 Weeks)
|
|
Second
Quarter
(12 Weeks)
|
|
Third
Quarter
(12 Weeks)
|
|
Fourth
Quarter
(16 Weeks)
|
|
Total
(52 Weeks)
|
||||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
26,627
|
|
|
$
|
27,567
|
|
|
$
|
26,151
|
|
|
$
|
35,728
|
|
|
$
|
116,073
|
|
Membership fees
|
593
|
|
|
603
|
|
|
618
|
|
|
832
|
|
|
2,646
|
|
|||||
Total revenue
|
27,220
|
|
|
28,170
|
|
|
26,769
|
|
|
36,560
|
|
|
118,719
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Merchandise costs
|
23,621
|
|
|
24,469
|
|
|
23,162
|
|
|
31,649
|
|
|
102,901
|
|
|||||
Selling, general and administrative
|
2,806
|
|
|
2,835
|
|
|
2,731
|
|
|
3,696
|
|
|
12,068
|
|
|||||
Preopening expenses
|
26
|
|
|
10
|
|
|
18
|
|
|
24
|
|
|
78
|
|
|||||
Operating income
|
767
|
|
|
856
|
|
|
858
|
|
|
1,191
|
|
|
3,672
|
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(33
|
)
|
|
(31
|
)
|
|
(30
|
)
|
|
(39
|
)
|
|
(133
|
)
|
|||||
Interest income and other, net
|
28
|
|
|
16
|
|
|
7
|
|
|
29
|
|
|
80
|
|
|||||
INCOME BEFORE INCOME TAXES
|
762
|
|
|
841
|
|
|
835
|
|
|
1,181
|
|
|
3,619
|
|
|||||
Provision for income taxes
|
275
|
|
|
286
|
|
|
286
|
|
|
396
|
|
|
1,243
|
|
|||||
Net income including noncontrolling interests
|
487
|
|
|
555
|
|
|
549
|
|
|
785
|
|
|
2,376
|
|
|||||
Net income attributable to noncontrolling interests
|
(7
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(26
|
)
|
|||||
NET INCOME ATTRIBUTABLE TO COSTCO
|
$
|
480
|
|
|
$
|
546
|
|
|
$
|
545
|
|
|
$
|
779
|
|
|
$
|
2,350
|
|
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.10
|
|
|
$
|
1.24
|
|
|
$
|
1.24
|
|
|
$
|
1.78
|
|
|
$
|
5.36
|
|
Diluted
|
$
|
1.09
|
|
|
$
|
1.24
|
|
|
$
|
1.24
|
|
|
$
|
1.77
|
|
|
$
|
5.33
|
|
Shares used in calculation (000’s)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
438,342
|
|
|
439,648
|
|
|
438,815
|
|
|
437,809
|
|
|
438,585
|
|
|||||
Diluted
|
441,386
|
|
|
441,559
|
|
|
441,066
|
|
|
440,868
|
|
|
441,263
|
|
|||||
CASH DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.45
|
|
|
$
|
0.45
|
|
|
$
|
1.70
|
|
|
52 Weeks Ended August 30, 2015
|
||||||||||||||||||
|
First
Quarter
(12 Weeks)
|
|
Second
Quarter
(12 Weeks)
|
|
Third
Quarter
(12 Weeks)
|
|
Fourth
Quarter
(16 Weeks)
|
|
Total
(52 Weeks) |
||||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
26,284
|
|
|
$
|
26,872
|
|
|
$
|
25,517
|
|
|
$
|
34,993
|
|
|
$
|
113,666
|
|
Membership fees
|
582
|
|
|
582
|
|
|
584
|
|
|
785
|
|
|
2,533
|
|
|||||
Total revenue
|
26,866
|
|
|
27,454
|
|
|
26,101
|
|
|
35,778
|
|
|
116,199
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Merchandise costs
|
23,385
|
|
|
23,897
|
|
|
22,687
|
|
|
31,096
|
|
|
101,065
|
|
|||||
Selling, general and administrative
|
2,696
|
|
|
2,671
|
|
|
2,579
|
|
|
3,499
|
|
|
11,445
|
|
|||||
Preopening expenses
|
15
|
|
|
9
|
|
|
14
|
|
|
27
|
|
|
65
|
|
|||||
Operating income
|
770
|
|
|
877
|
|
|
821
|
|
|
1,156
|
|
|
3,624
|
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(26
|
)
|
|
(27
|
)
|
|
(31
|
)
|
|
(40
|
)
|
|
(124
|
)
|
|||||
Interest income and other, net
|
35
|
|
|
20
|
|
|
9
|
|
|
40
|
|
|
104
|
|
|||||
INCOME BEFORE INCOME TAXES
|
779
|
|
|
870
|
|
|
799
|
|
|
1,156
|
|
|
3,604
|
|
|||||
Provision for income taxes
|
274
|
|
|
263
|
|
(1)
|
280
|
|
|
378
|
|
|
1,195
|
|
|||||
Net income including noncontrolling interests
|
505
|
|
|
607
|
|
|
519
|
|
|
778
|
|
|
2,409
|
|
|||||
Net income attributable to noncontrolling interests
|
(9
|
)
|
|
(9
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
(32
|
)
|
|||||
NET INCOME ATTRIBUTABLE TO COSTCO
|
$
|
496
|
|
|
$
|
598
|
|
|
$
|
516
|
|
|
$
|
767
|
|
|
$
|
2,377
|
|
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.13
|
|
|
$
|
1.36
|
|
|
$
|
1.17
|
|
|
$
|
1.75
|
|
|
$
|
5.41
|
|
Diluted
|
$
|
1.12
|
|
|
$
|
1.35
|
|
|
$
|
1.17
|
|
|
$
|
1.73
|
|
|
$
|
5.37
|
|
Shares used in calculation (000’s)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
438,760
|
|
|
440,384
|
|
|
440,070
|
|
|
438,835
|
|
|
439,455
|
|
|||||
Diluted
|
442,210
|
|
|
442,896
|
|
|
443,132
|
|
|
442,404
|
|
|
442,716
|
|
|||||
CASH DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.355
|
|
|
$
|
5.355
|
|
(2)
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
6.51
|
|
(1)
|
Includes a
$57
tax benefit recorded in the second quarter in connection with the special cash dividend paid to employees through the Company's 401(k) Retirement Plan.
|
(2)
|
Includes the special cash dividend of
$5.00
per share paid in February 2015.
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
Period Ending
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation as amended of Costco Wholesale
|
|
|
|
10-Q
|
|
2/15/2015
|
|
3/11/2015
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Bylaws as amended of the registrant
|
|
|
|
8-K
|
|
|
|
9/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
Costco Wholesale Executive Health Plan
|
|
|
|
10-K
|
|
9/2/2012
|
|
10/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.1.2*
|
|
Fifth Restated 2002 Stock Incentive Plan
|
|
|
|
10-Q
|
|
2/14/2010
|
|
3/17/2010
|
|
|
|
|
|
|
|
|
|
|
|
10.1.3*
|
|
Sixth Restated 2002 Stock Incentive Plan
|
|
|
|
8-K
|
|
|
|
1/31/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.1.4*
|
|
Seventh Restated 2002 Stock Incentive Plan
|
|
|
|
DEF 14A
|
|
|
|
12/19/2014
|
|
|
|
|
|
|
|
|
|
|
|
10.1.5*
|
|
Seventh Restated 2002 Stock Incentive Plan Restricted Stock Unit Award Agreement-U.S. Employee
|
|
|
|
10-Q
|
|
11/22/2015
|
|
12/17/2015
|
|
|
|
|
|
|
|
|
|
|
|
10.1.6*
|
|
Seventh Restated 2002 Stock Incentive Plan Restricted Stock Unit Award Agreement-Non-U.S. Employee
|
|
|
|
10-Q
|
|
11/22/2015
|
|
12/17/2015
|
|
|
|
|
|
|
|
|
|
|
|
10.1.7*
|
|
Seventh Restated 2002 Stock Incentive Plan Restricted Stock Unit Award Agreement-Non-Executive Director
|
|
|
|
10-Q
|
|
11/22/2015
|
|
12/17/2015
|
|
|
|
|
|
|
|
|
|
|
|
10.1.8*
|
|
Seventh Restated 2002 Stock Incentive Plan Letter Agreement for 2016 Performance-Based Restricted Stock Units-Executive
|
|
|
|
10-Q
|
|
11/22/2015
|
|
12/17/2015
|
|
|
|
|
|
|
|
|
|
|
|
10.1.9*
|
|
Executive Employment Agreement, effective August 31, 2015, as amended, between Craig Jelinek and Costco Wholesale Corporation
|
|
x
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
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10.2*
|
|
Form of Indemnification Agreement
|
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|
14A
|
|
|
|
12/13/1999
|
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|
|
|
|
|
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|
|
10.4*
|
|
Deferred Compensation Plan
|
|
|
|
10-K
|
|
9/1/2013
|
|
10/16/2013
|
|
|
|
|
|
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|
|
|
|
|
10.5**
|
|
Citibank, N.A. Co-Branded Credit Card Agreement
|
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10-Q/A
|
|
5/10/2015
|
|
8/31/2015
|
|
|
|
|
|
|
|
|
|
|
|
10.5.1**
|
|
First Amendment to Citi, N.A. Co-Branded Credit Card Agreement
|
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10-Q
|
|
11/22/2015
|
|
12/17/2015
|
|
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|
|
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10.5.2**
|
|
Second Amendment to Citi, N.A. Co-Branded Credit Card Agreement
|
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10-Q
|
|
2/14/2016
|
|
3/9/2016
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Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
Period Ending
|
|
Filing Date
|
10.5.3***
|
|
Third Amendment to Citi, N.A. Co-Branded Credit Card Agreement
|
|
x
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|
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10.6*
|
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Fiscal 2016 Executive Bonus Plan
|
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|
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8-K
|
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|
|
10/30/2015
|
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21.1
|
|
Subsidiaries of the Company
|
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x
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23.1
|
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Consent of Independent Registered Public Accounting Firm
|
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x
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|
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31.1
|
|
Rule 13a – 14(a) Certifications
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Section 1350 Certifications
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
x
|
|
|
|
|
|
|
COSTCO WHOLESALE CORPORATION
|
|
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ J
EFFREY
H. B
ROTMAN
|
|
7/21/2016
|
|
|
|
|
Jeffrey H. Brotman
Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
EXECUTIVE
|
|
|
|
|
||
By:
|
|
|
|
|
|
|
|
|
/s/ W. C
RAIG
J
ELINEK
|
|
7/21/2016
|
|
|
|
|
W. Craig Jelinek
President and Chief Executive Officer
|
|
|
|
|
COSTCO WHOLESALE CORPORATION
By:
/s/ Paul Latham
______________________
Name:
Paul Latham
_____________________
Title:
SVP - Membership, Marketing, Services
_
|
CITIBANK, N.A.
By:
/s/ Valerie Greer
_____________________
Name:
Valerie Greer
_____________________
Title:
Managing Director, Co-Brand Partnerships
|
Subsidiaries
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
Name under Which Subsidiary Does Business
|
Costco Wholesale Membership, Inc.
|
|
California
|
|
Costco Wholesale Membership, Inc.
|
Costco Wholesale Canada Ltd.
|
|
Canadian Federal
|
|
Costco Wholesale Canada, Ltd., Costco Wholesale
|
Costco Western Holdings, Ltd.
|
|
Canadian Federal
|
|
Costco Western Holdings, Ltd.
|
Costco Wholesale United Kingdom Ltd.
|
|
United Kingdom
|
|
Costco Wholesale United Kingdom Ltd.
|
NW Re Ltd.
|
|
Arizona
|
|
NW Re Ltd.
|
PriceCostco International, Inc.
|
|
Nevada
|
|
PriceCostco International, Inc.
|
Costco Wholesale Korea, Ltd.
|
|
Korea
|
|
Costco Wholesale Korea, Ltd.
|
Costco de Mexico, S.A. de C.V.
|
|
Mexico
|
|
Costco de Mexico, S.A. de C.V.
|
Costco Wholesale Japan, Ltd.
|
|
Japan
|
|
Costco Wholesale Japan, Ltd.
|
Costco Insurance Agency, Inc.
|
|
United States
|
|
Costco Insurance Agency, Inc.
|
Costco Canada Holdings Inc.
|
|
Canadian Federal
|
|
Costco Canada Holdings Inc.
|
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.
|
/s/ W. C
RAIG
J
ELINEK
|
|
W. Craig Jelinek
|
|
President, Chief Executive Officer and Director
|
|
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.
|
/s/ R
ICHARD
A. G
ALANTI
|
|
Richard A. Galanti
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. C
RAIG
J
ELINEK
|
|
Date: October 11, 2016
|
W. Craig Jelinek
|
|
|
President, Chief Executive Officer and Director
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ R
ICHARD
A. G
ALANTI
|
|
Date: October 11, 2016
|
Richard A. Galanti
|
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
|