☒
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QUARTERLY 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
|
Washington
|
|
91-1223280
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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Page
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PART I
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|
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Item 1.
|
||
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|
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Item 2.
|
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Item 3.
|
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Item 4.
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PART II
|
|
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Item 1.
|
||
Item 1A.
|
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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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November 25,
2018 |
|
September 2,
2018 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,778
|
|
|
$
|
6,055
|
|
Short-term investments
|
1,175
|
|
|
1,204
|
|
||
Receivables, net
|
1,795
|
|
|
1,669
|
|
||
Merchandise inventories
|
12,205
|
|
|
11,040
|
|
||
Other current assets
|
1,001
|
|
|
321
|
|
||
Total current assets
|
22,954
|
|
|
20,289
|
|
||
PROPERTY AND EQUIPMENT
|
|
|
|
||||
Land
|
6,211
|
|
|
6,193
|
|
||
Buildings and improvements
|
16,355
|
|
|
16,107
|
|
||
Equipment and fixtures
|
7,448
|
|
|
7,274
|
|
||
Construction in progress
|
1,130
|
|
|
1,140
|
|
||
|
31,144
|
|
|
30,714
|
|
||
Less accumulated depreciation and amortization
|
(11,265
|
)
|
|
(11,033
|
)
|
||
Net property and equipment
|
19,879
|
|
|
19,681
|
|
||
OTHER ASSETS
|
981
|
|
|
860
|
|
||
TOTAL ASSETS
|
$
|
43,814
|
|
|
$
|
40,830
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
13,133
|
|
|
$
|
11,237
|
|
Accrued salaries and benefits
|
2,982
|
|
|
2,994
|
|
||
Accrued member rewards
|
1,077
|
|
|
1,057
|
|
||
Deferred membership fees
|
1,695
|
|
|
1,624
|
|
||
Other current liabilities
|
3,586
|
|
|
3,014
|
|
||
Total current liabilities
|
22,473
|
|
|
19,926
|
|
||
LONG-TERM DEBT, excluding current portion
|
6,480
|
|
|
6,487
|
|
||
OTHER LIABILITIES
|
1,382
|
|
|
1,314
|
|
||
Total liabilities
|
30,335
|
|
|
27,727
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Preferred stock $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding
|
0
|
|
|
0
|
|
||
Common stock $0.01 par value; 900,000,000 shares authorized; 440,546,000 and 438,189,000 shares issued and outstanding
|
4
|
|
|
4
|
|
||
Additional paid-in capital
|
6,107
|
|
|
6,107
|
|
||
Accumulated other comprehensive loss
|
(1,331
|
)
|
|
(1,199
|
)
|
||
Retained earnings
|
8,387
|
|
|
7,887
|
|
||
Total Costco stockholders’ equity
|
13,167
|
|
|
12,799
|
|
||
Noncontrolling interests
|
312
|
|
|
304
|
|
||
Total equity
|
13,479
|
|
|
13,103
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
43,814
|
|
|
$
|
40,830
|
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
REVENUE
|
|
|
|
||||
Net sales
|
$
|
34,311
|
|
|
$
|
31,117
|
|
Membership fees
|
758
|
|
|
692
|
|
||
Total revenue
|
35,069
|
|
|
31,809
|
|
||
OPERATING EXPENSES
|
|
|
|
||||
Merchandise costs
|
30,623
|
|
|
27,617
|
|
||
Selling, general and administrative
|
3,475
|
|
|
3,224
|
|
||
Preopening expenses
|
22
|
|
|
17
|
|
||
Operating income
|
949
|
|
|
951
|
|
||
OTHER INCOME (EXPENSE)
|
|
|
|
||||
Interest expense
|
(36
|
)
|
|
(37
|
)
|
||
Interest income and other, net
|
22
|
|
|
22
|
|
||
INCOME BEFORE INCOME TAXES
|
935
|
|
|
936
|
|
||
Provision for income taxes
|
158
|
|
|
285
|
|
||
Net income including noncontrolling interests
|
777
|
|
|
651
|
|
||
Net income attributable to noncontrolling interests
|
(10
|
)
|
|
(11
|
)
|
||
NET INCOME ATTRIBUTABLE TO COSTCO
|
$
|
767
|
|
|
$
|
640
|
|
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
|
|
|
|
||||
Basic
|
$
|
1.75
|
|
|
$
|
1.46
|
|
Diluted
|
$
|
1.73
|
|
|
$
|
1.45
|
|
Shares used in calculation (000’s):
|
|
|
|
||||
Basic
|
439,157
|
|
|
437,965
|
|
||
Diluted
|
442,749
|
|
|
440,851
|
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
NET INCOME INCLUDING NONCONTROLLING INTERESTS
|
$
|
777
|
|
|
$
|
651
|
|
Foreign-currency translation adjustment and other, net
|
(134
|
)
|
|
(23
|
)
|
||
Comprehensive income
|
643
|
|
|
628
|
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
8
|
|
|
11
|
|
||
COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO
|
$
|
635
|
|
|
$
|
617
|
|
|
As Reported
|
|
ASU 2014-09 Effect
|
|
Excluding ASU 2014-09 Effect
|
||||||
Net Sales
|
$
|
34,311
|
|
|
$
|
340
|
|
|
$
|
33,971
|
|
Merchandise Costs
|
30,623
|
|
|
331
|
|
|
30,292
|
|
|||
Gross Margin
(1)
|
3,688
|
|
|
9
|
|
|
3,679
|
|
(1)
|
Net sales less merchandise costs.
|
November 25, 2018:
|
Cost
Basis |
|
Unrealized
Loss, Net |
|
Recorded
Basis |
||||||
Available-for-sale:
|
|
|
|
|
|
||||||
Government and agency securities
|
$
|
901
|
|
|
$
|
(14
|
)
|
|
$
|
887
|
|
Held-to-maturity:
|
|
|
|
|
|
||||||
Certificates of deposit
|
288
|
|
|
|
|
288
|
|
||||
Total short-term investments
|
$
|
1,189
|
|
|
$
|
(14
|
)
|
|
$
|
1,175
|
|
September 2, 2018:
|
Cost
Basis |
|
Unrealized
Loss, Net |
|
Recorded
Basis |
||||||
Available-for-sale:
|
|
|
|
|
|
||||||
Government and agency securities
|
$
|
912
|
|
|
$
|
(14
|
)
|
|
$
|
898
|
|
Held-to-maturity:
|
|
|
|
|
|
||||||
Certificates of deposit
|
306
|
|
|
|
|
306
|
|
||||
Total short-term investments
|
$
|
1,218
|
|
|
$
|
(14
|
)
|
|
$
|
1,204
|
|
|
Available-For-Sale
|
|
Held-To-Maturity
|
||||||||
|
Cost Basis
|
|
Fair Value
|
|
|||||||
Due in one year or less
|
$
|
377
|
|
|
$
|
375
|
|
|
$
|
288
|
|
Due after one year through five years
|
505
|
|
|
494
|
|
|
0
|
|
|||
Due after five years
|
19
|
|
|
18
|
|
|
0
|
|
|||
Total
|
$
|
901
|
|
|
$
|
887
|
|
|
$
|
288
|
|
November 25, 2018:
|
Level 1
|
|
Level 2
|
||||
Money market mutual funds
(1)
|
$
|
4
|
|
|
$
|
0
|
|
Investment in government and agency securities
(2)
|
0
|
|
|
896
|
|
||
Forward foreign-exchange contracts, in asset position
(3)
|
0
|
|
|
12
|
|
||
Forward foreign-exchange contracts, in (liability) position
(3)
|
0
|
|
|
(1
|
)
|
||
Total
|
$
|
4
|
|
|
$
|
907
|
|
September 2, 2018:
|
Level 1
|
|
Level 2
|
||||
Money market mutual funds
(1)
|
$
|
9
|
|
|
$
|
0
|
|
Investment in government and agency securities
(2)
|
0
|
|
|
903
|
|
||
Forward foreign-exchange contracts, in asset position
(3)
|
0
|
|
|
16
|
|
||
Forward foreign-exchange contracts, in (liability) position
(3)
|
0
|
|
|
(2
|
)
|
||
Total
|
$
|
9
|
|
|
$
|
917
|
|
(1)
|
Included in cash and cash equivalents in the accompanying condensed consolidated balance sheets.
|
(2)
|
At
November 25, 2018
,
immaterial
cash and cash equivalents and
$887
short-term investments are included in the accompanying condensed consolidated balance sheets. At
September 2, 2018
,
immaterial
cash and cash equivalents and
$898
short-term investments are included in the accompanying condensed consolidated balance sheets.
|
(3)
|
The asset and the liability values are included in other current assets and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets.
|
|
November 25, 2018
|
|
September 2, 2018
|
||||
1.70% Senior Notes due December 2019
|
$
|
1,200
|
|
|
$
|
1,200
|
|
1.75% Senior Notes due February 2020
|
500
|
|
|
500
|
|
||
2.15% Senior Notes due May 2021
|
1,000
|
|
|
1,000
|
|
||
2.25% Senior Notes due February 2022
|
500
|
|
|
500
|
|
||
2.30% Senior Notes due May 2022
|
800
|
|
|
800
|
|
||
2.75% Senior Notes due May 2024
|
1,000
|
|
|
1,000
|
|
||
3.00% Senior Notes due May 2027
|
1,000
|
|
|
1,000
|
|
||
Other long-term debt
|
514
|
|
|
613
|
|
||
Total long-term debt
|
6,514
|
|
|
6,613
|
|
||
Less unamortized debt discounts and issuance costs
|
34
|
|
|
36
|
|
||
Less current portion
(1)
|
—
|
|
|
90
|
|
||
Long-term debt, excluding current portion
|
$
|
6,480
|
|
|
$
|
6,487
|
|
(1)
|
Included in other current liabilities in the condensed consolidated balance sheet.
|
|
Shares Repurchased (000's)
|
|
Average Price per Share
|
|
Total Cost
|
|||||
First quarter of 2019
|
150
|
|
|
$
|
229.35
|
|
|
$
|
34
|
|
|
|
|
|
|
|
|||||
First quarter of 2018
|
734
|
|
|
$
|
162.51
|
|
|
$
|
119
|
|
•
|
6,415,000
time-based RSUs that vest upon continued employment over specified periods of time;
|
•
|
91,000
performance-based RSUs, granted to executive officers of the Company, for which the performance targets have been met. The awards vest upon continued employment over specified periods of time; and
|
•
|
150,000
performance-based RSUs, granted to executive officers of the Company, subject to achievement of performance targets for fiscal
2019
, as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year. These awards are not included in the table below.
|
|
Number of
Units
(in 000’s)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Outstanding at September 2, 2018
|
7,578
|
|
|
$
|
140.85
|
|
Granted
|
2,642
|
|
|
223.34
|
|
|
Vested and delivered
|
(3,682
|
)
|
|
155.66
|
|
|
Forfeited
|
(32
|
)
|
|
158.81
|
|
|
Outstanding at November 25, 2018
|
6,506
|
|
|
$
|
165.89
|
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Stock-based compensation expense before income taxes
|
$
|
270
|
|
|
$
|
234
|
|
Less recognized income tax benefit
(1)
|
(61
|
)
|
|
(77
|
)
|
||
Stock-based compensation expense, net of income taxes
|
$
|
209
|
|
|
$
|
157
|
|
(1)
|
For the first quarter of 2019, the tax benefit reflects the reduction in the U.S. federal statutory income tax rate from
35%
to
21%
.
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Net income attributable to Costco
|
$
|
767
|
|
|
$
|
640
|
|
Weighted average number of common shares used in basic net income per common share
|
439,157
|
|
|
437,965
|
|
||
RSUs
|
3,592
|
|
|
2,886
|
|
||
Weighted average number of common shares and dilutive potential of common stock used in diluted net income per share
|
442,749
|
|
|
440,851
|
|
|
United States
Operations |
|
Canadian
Operations |
|
Other
International Operations |
|
Total
|
||||||||
Twelve Weeks Ended November 25, 2018
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
25,550
|
|
|
$
|
4,977
|
|
|
$
|
4,542
|
|
|
$
|
35,069
|
|
Operating income
|
560
|
|
|
214
|
|
|
175
|
|
|
949
|
|
||||
Depreciation and amortization
|
248
|
|
|
31
|
|
|
52
|
|
|
331
|
|
||||
Additions to property and equipment
|
524
|
|
|
94
|
|
|
112
|
|
|
730
|
|
||||
Net property and equipment
|
13,580
|
|
|
1,914
|
|
|
4,385
|
|
|
19,879
|
|
||||
Total assets
|
30,499
|
|
|
4,673
|
|
|
8,642
|
|
|
43,814
|
|
||||
Twelve Weeks Ended November 26, 2017
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
22,813
|
|
|
$
|
4,771
|
|
|
$
|
4,225
|
|
|
$
|
31,809
|
|
Operating income
|
533
|
|
|
236
|
|
|
182
|
|
|
951
|
|
||||
Depreciation and amortization
|
252
|
|
|
32
|
|
|
51
|
|
|
335
|
|
||||
Additions to property and equipment
|
480
|
|
|
75
|
|
|
265
|
|
|
820
|
|
||||
Net property and equipment
|
12,573
|
|
|
1,836
|
|
|
4,273
|
|
|
18,682
|
|
||||
Total assets
|
27,005
|
|
|
4,138
|
|
|
8,235
|
|
|
39,378
|
|
||||
Year Ended September 2, 2018
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
102,286
|
|
|
$
|
20,689
|
|
|
$
|
18,601
|
|
|
$
|
141,576
|
|
Operating income
|
2,787
|
|
|
939
|
|
|
754
|
|
|
4,480
|
|
||||
Depreciation and amortization
|
1,078
|
|
|
135
|
|
|
224
|
|
|
1,437
|
|
||||
Additions to property and equipment
|
2,046
|
|
|
268
|
|
|
655
|
|
|
2,969
|
|
||||
Net property and equipment
|
13,353
|
|
|
1,900
|
|
|
4,428
|
|
|
19,681
|
|
||||
Total assets
|
28,207
|
|
|
4,303
|
|
|
8,320
|
|
|
40,830
|
|
The following table summarizes net sales by merchandise category:
|
12 Weeks Ended
|
||
|
November 25, 2018
|
||
Foods & Sundries
|
$
|
13,641
|
|
Hardlines
|
5,840
|
|
|
Fresh Foods
|
4,293
|
|
|
Softlines
|
4,123
|
|
|
Ancillary
|
6,414
|
|
|
Total Net Sales
|
$
|
34,311
|
|
•
|
Net sales increased
10%
to
$34,311
, driven by an increase in comparable sales of
9%
and sales at
22
net new warehouses opened since the end of the
first
quarter of fiscal
2018
;
|
•
|
Membership fee revenue increased
10%
to
$758
, primarily due to the annual fee increase in the U.S. and Canada in June 2017 and sign-ups at existing and new warehouses;
|
•
|
Gross margin percentage decreased
50
basis points due to the impacts of gasoline price inflation and the new revenue recognition standard on net sales, lower gross margins in certain core merchandise categories and an adjustment to our estimate of breakage on rewards earned under our co-branded credit card program;
|
•
|
SG&A expenses as a percentage of net sales decreased
23
basis points, due to the impacts of gasoline price inflation and the new revenue recognition standard on net sales;
|
•
|
The provision for income taxes in the first quarter of 2019 was positively impacted by a lower corporate tax rate, a benefit of $27, or $0.06 per diluted share, related to the 2017 Tax Act and a benefit related to stock-based compensation of $59, or $0.13 per diluted share. In the first quarter of 2018, the tax benefit related to stock-based compensation was $41, or $0.09 per diluted share;
|
•
|
Net income increased
20%
to
$767
, or
$1.73
per diluted share, compared to
$640
, or
$1.45
per diluted share in
2018
; and
|
•
|
On October 24, 2018, our Board of Directors declared a quarterly cash-dividend of $0.57 per share, which was paid on November 23, 2018.
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Net Sales
|
$
|
34,311
|
|
|
$
|
31,117
|
|
Changes in net sales
|
|
|
|
||||
U.S
|
12
|
%
|
|
12
|
%
|
||
Canada
|
4
|
%
|
|
16
|
%
|
||
Other international
|
8
|
%
|
|
17
|
%
|
||
Total Company
|
10
|
%
|
|
13
|
%
|
||
Changes in comparable sales:
|
|
|
|
||||
U.S
|
11
|
%
|
|
10
|
%
|
||
Canada
|
2
|
%
|
|
11
|
%
|
||
Other international
|
4
|
%
|
|
10
|
%
|
||
Total Company
|
9
|
%
|
|
10
|
%
|
||
Changes in comparable sales excluding the impact of changes in foreign currency and gasoline prices
(1)
:
|
|
|
|
||||
U.S
|
8
|
%
|
|
9
|
%
|
||
Canada
|
5
|
%
|
|
4
|
%
|
||
Other international
|
6
|
%
|
|
8
|
%
|
||
Total Company
|
7
|
%
|
|
8
|
%
|
(1)
|
Excludes the impact of the new revenue recognition standard for the period ended November 25, 2018. See Item 1 Note 1.
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Membership fees
|
$
|
758
|
|
|
$
|
692
|
|
Membership fees as a percentage of net sales
|
2.21
|
%
|
|
2.22
|
%
|
||
Total paid members as of quarter end (000's)
|
52,200
|
|
|
49,900
|
|
||
Total cardholders as of quarter end (000's)
|
95,400
|
|
|
91,500
|
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Net sales
|
$
|
34,311
|
|
|
$
|
31,117
|
|
Less merchandise costs
|
30,623
|
|
|
27,617
|
|
||
Gross margin
|
$
|
3,688
|
|
|
$
|
3,500
|
|
Gross margin percentage
|
10.75
|
%
|
|
11.25
|
%
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
SG&A expenses
|
$
|
3,475
|
|
|
$
|
3,224
|
|
SG&A expenses as a percentage of net sales
|
10.13
|
%
|
|
10.36
|
%
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Preopening expenses
|
$
|
22
|
|
|
$
|
17
|
|
Warehouse openings, including relocations
|
|
|
|
||||
United States
|
6
|
|
|
6
|
|
||
Canada
|
2
|
|
|
1
|
|
||
Other International
|
0
|
|
|
0
|
|
||
Total warehouse openings, including relocations
|
8
|
|
|
7
|
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Interest expense
|
$
|
36
|
|
|
$
|
37
|
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Interest income
|
$
|
21
|
|
|
$
|
13
|
|
Foreign-currency transaction gains (losses), net
|
(5
|
)
|
|
4
|
|
||
Other, net
|
6
|
|
|
5
|
|
||
Interest income and other, net
|
$
|
22
|
|
|
$
|
22
|
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Provision for income taxes
|
$
|
158
|
|
|
$
|
285
|
|
Effective tax rate
|
16.9
|
%
|
|
30.4
|
%
|
|
12 Weeks Ended
|
||||||
|
November 25,
2018 |
|
November 26,
2017 |
||||
Net cash provided by operating activities
|
$
|
2,177
|
|
|
$
|
2,006
|
|
Net cash used in investing activities
|
(737
|
)
|
|
(785
|
)
|
||
Net cash used in financing activities
|
(700
|
)
|
|
(58
|
)
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
(1)
|
|
Maximum Dollar Value of Shares that May Yet be Purchased Under the Programs
(1)
|
||||||
September 3, 2018 - September 30, 2018
|
40,000
|
|
|
$
|
236.62
|
|
|
40,000
|
|
|
$
|
2,418
|
|
October 1, 2018 - October 28, 2018
|
48,000
|
|
|
226.49
|
|
|
48,000
|
|
|
2,407
|
|
||
October 29, 2018 - November 25, 2018
|
62,000
|
|
|
226.87
|
|
|
62,000
|
|
|
2,393
|
|
||
Total first quarter
|
150,000
|
|
|
$
|
229.35
|
|
|
150,000
|
|
|
|
(1)
|
Our stock repurchase program is conducted under a $4,000 authorization approved by of our Board of Directors in April 2015, which expires in April 2019.
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
Period Ending
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
2/15/2015
|
|
3/11/2015
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
|
|
11/2/2017
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
|
|
10/26/2018
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
C
OSTCO
W
HOLESALE
C
ORPORATION
(Registrant)
|
||
|
|
|
|
December 19, 2018
|
By
|
|
/s/ W. C
RAIG
J
ELINEK
|
Date
|
|
|
W. Craig Jelinek
President, Chief Executive Officer and Director
|
|
|
|
|
December 19, 2018
|
By
|
|
/s/ R
ICHARD
A. G
ALANTI
|
Date
|
|
|
Richard A. Galanti
Executive Vice President, Chief Financial Officer and Director
|
|
|
/s/ W. C
RAIG
J
ELINEK
|
|
W. Craig Jelinek
|
|
President and CEO
|
|
|
|
|
|
Costco Wholesale Corp.
|
||
/s/ H
AMILTON
J
AMES
|
||
Hamilton E. James
|
||
Chairman of the Board
|
||
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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: December 19, 2018
|
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: December 19, 2018
|
Richard A. Galanti
|
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
|