Costco Wholesale Corp 8-K, filed Dec 14, 2023
Costco Wholesale Corp (COST)
8-K
2023-12-14
For: 2023-12-13
View Original
Added on
April 02, 2026
About this 8-K
Costco Wholesale Corp filed this 8-K on December 14, 2023, reporting on events of December 13, 2023.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 13, 2023
COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 425 -313-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On December 14, 2023, the Company issued a press release containing its operating results for the 12-week first quarter, ended November 26, 2023. A copy of the press release is attached as Exhibit 99.1.
Item 8.01. Other Events
On December 13, 2023, the Board of Directors declared a special cash dividend on the Company's common stock of $15 per share, payable January 12, 2024, to shareholders of record at the close of business on December 28, 2023. A copy of the press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COSTCO WHOLESALE CORPORATION | |||||||||||
| Dated: December 14, 2023 | By: | /s/ Richard A. Galanti | |||||||||
| Richard A. Galanti | |||||||||||
| Executive Vice President, Chief Financial Officer and Director | |||||||||||
Exhibit 99.1
Press Release
COSTCO WHOLESALE CORPORATION REPORTS FIRST QUARTER FISCAL YEAR 2024 OPERATING RESULTS AND ANNOUNCES A SPECIAL CASH DIVIDEND OF $15 PER SHARE
ISSAQUAH, Wash., December 14, 2023 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the first quarter (twelve weeks) of fiscal 2024, ended November 26, 2023.
For the first quarter the Company reported net sales of $56.72 billion, an increase of 6.1 percent from $53.44 billion for the first quarter of fiscal year 2023, ended November 20, 2022.
Net sales were benefited by approximately one-half to one percent in the U.S. and worldwide from the shift of the fiscal calendar, as a result of the fifty-third week in fiscal year 2023.
The following comparable sales reflect comparable locations year-over-year and comparable retail weeks.
Comparable sales for the twelve weeks ended November 26, 2023 were as follows:
| 12 Weeks | 12 Weeks | ||||||||||||||||||||||
| Adjusted* | |||||||||||||||||||||||
| U.S. | 2.0% | 2.6% | |||||||||||||||||||||
| Canada | 6.4% | 8.2% | |||||||||||||||||||||
| Other International | 11.2% | 7.1% | |||||||||||||||||||||
| Total Company | 3.8% | 3.9% | |||||||||||||||||||||
| E-commerce | 6.3% | 6.1% | |||||||||||||||||||||
*Excluding impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $1,589 million, $3.58 per diluted share, compared to $1,364 million, $3.07 per diluted share, last year. This year's results included a tax benefit of $44 million, $0.10 per diluted share, related to stock-based compensation. Last year's results included a charge of $93 million pre-tax, $0.15 per diluted share, primarily related to downsizing our charter shipping activities, and a tax benefit of $53 million, $0.12 per diluted share, related to stock-based compensation.
The Company also announced that the Board of Directors has declared a special cash dividend on Costco common stock of $15 per share, payable January 12, 2024, to shareholders of record as of the close of business on December 28, 2023. The aggregate amount of the payment will be approximately $6.7 billion.
Costco currently operates 871 warehouses, including 600 in the United States and Puerto Rico, 108 in Canada, 40 in Mexico, 33 in Japan, 29 in the United Kingdom, 18 in Korea, 15 in Australia, 14 in Taiwan, five in China, four in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.
A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, December 14, 2023, and will be available via a webcast on investor.costco.com (click "Events & Presentations”).
Press Release
Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs), energy and certain commodities, geopolitical conditions (including tariffs and the Ukraine conflict), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with GAAP.
CONTACTS: Costco Wholesale Corporation
Richard Galanti, 425/313-8203
David Sherwood, 425/313-8239
Josh Dahmen, 425/313-8254
COST-Earn
COST-Comp
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share data)
(unaudited)
| 12 Weeks Ended | |||||||||||||||||||||||
| November 26, 2023 | November 20, 2022 | ||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Net sales | $ | 56,717 | $ | 53,437 | |||||||||||||||||||
| Membership fees | 1,082 | 1,000 | |||||||||||||||||||||
| Total revenue | 57,799 | 54,437 | |||||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
| Merchandise costs | 50,457 | 47,769 | |||||||||||||||||||||
| Selling, general and administrative | 5,358 | 4,917 | |||||||||||||||||||||
| Operating income | 1,984 | 1,751 | |||||||||||||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||||||||||||||
| Interest expense | (38) | (34) | |||||||||||||||||||||
| Interest income and other, net | 160 | 53 | |||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 2,106 | 1,770 | |||||||||||||||||||||
| Provision for income taxes | 517 | 406 | |||||||||||||||||||||
| NET INCOME | $ | 1,589 | $ | 1,364 | |||||||||||||||||||
| NET INCOME PER COMMON SHARE: | |||||||||||||||||||||||
| Basic | $ | 3.58 | $ | 3.07 | |||||||||||||||||||
| Diluted | $ | 3.58 | $ | 3.07 | |||||||||||||||||||
| Shares used in calculation (000's): | |||||||||||||||||||||||
| Basic | 443,827 | 443,837 | |||||||||||||||||||||
| Diluted | 444,403 | 444,531 | |||||||||||||||||||||
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in millions, except par value and share data)
(unaudited)
Subject to Reclassification
| November 26, 2023 | September 3, 2023 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | 17,011 | $ | 13,700 | |||||||
| Short-term investments | 853 | 1,534 | |||||||||
| Receivables, net | 2,542 | 2,285 | |||||||||
| Merchandise inventories | 18,001 | 16,651 | |||||||||
| Other current assets | 1,673 | 1,709 | |||||||||
| Total current assets | 40,080 | 35,879 | |||||||||
| OTHER ASSETS | |||||||||||
| Property and equipment, net | 27,168 | 26,684 | |||||||||
| Operating lease right-of-use assets | 2,672 | 2,713 | |||||||||
| Other long-term assets | 3,803 | 3,718 | |||||||||
| TOTAL ASSETS | $ | 73,723 | $ | 68,994 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | 20,357 | $ | 17,483 | |||||||
| Accrued salaries and benefits | 4,474 | 4,278 | |||||||||
| Accrued member rewards | 2,207 | 2,150 | |||||||||
| Deferred membership fees | 2,462 | 2,337 | |||||||||
| Current portion of long-term debt | 1,080 | 1,081 | |||||||||
| Other current liabilities | 6,188 | 6,254 | |||||||||
| Total current liabilities | 36,768 | 33,583 | |||||||||
| OTHER LIABILITIES | |||||||||||
| Long-term debt, excluding current portion | 5,866 | 5,377 | |||||||||
| Long-term operating lease liabilities | 2,401 | 2,426 | |||||||||
| Other long-term liabilities | 2,541 | 2,550 | |||||||||
| TOTAL LIABILITIES | 47,576 | 43,936 | |||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| EQUITY | |||||||||||
| Preferred stock $0.005 par value; 100,000,000 shares authorized; no shares issued and outstanding | — | — | |||||||||
| Common stock $0.005 par value; 900,000,000 shares authorized; 443,787,000 and 442,793,000 shares issued and outstanding | 2 | 2 | |||||||||
| Additional paid-in capital | 7,489 | 7,340 | |||||||||
| Accumulated other comprehensive loss | (1,843) | (1,805) | |||||||||
| Retained earnings | 20,499 | 19,521 | |||||||||
| TOTAL EQUITY | 26,147 | 25,058 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 73,723 | $ | 68,994 | |||||||
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions)
(unaudited)
Subject to Reclassification
| 12 Weeks Ended | |||||||||||
| November 26, 2023 | November 20, 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | 1,589 | $ | 1,364 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 501 | 447 | |||||||||
| Non-cash lease expense | 74 | 111 | |||||||||
| Stock-based compensation | 444 | 402 | |||||||||
| Impairment of assets and other non-cash operating activities, net | 43 | 121 | |||||||||
Changes in working capital | 2,000 | 165 | |||||||||
| Net cash provided by operating activities | 4,651 | 2,610 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchases of short-term investments | (200) | (253) | |||||||||
| Maturities and sales of short-term investments | 878 | 274 | |||||||||
| Additions to property and equipment | (1,040) | (1,057) | |||||||||
| Other investing activities, net | (4) | (21) | |||||||||
| Net cash used in investing activities | (366) | (1,057) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Repayments of short-term borrowings | (173) | (77) | |||||||||
| Proceeds from short-term borrowings | 144 | 29 | |||||||||
| Proceeds from issuance of long-term debt | 498 | — | |||||||||
| Tax withholdings on stock-based awards | (292) | (301) | |||||||||
| Repurchases of common stock | (162) | (141) | |||||||||
| Cash dividend payments | (905) | (400) | |||||||||
| Financing lease payments | (82) | (60) | |||||||||
| Other financing activities, net | (2) | 87 | |||||||||
| Net cash used in financing activities | (974) | (863) | |||||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | — | (37) | |||||||||
| Net change in cash and cash equivalents | 3,311 | 653 | |||||||||
| CASH AND CASH EQUIVALENTS BEGINNING OF YEAR | 13,700 | 10,203 | |||||||||
| CASH AND CASH EQUIVALENTS END OF YEAR | $ | 17,011 | $ | 10,856 | |||||||