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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended May 12,2024orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE A
2、CT OF1934Commission file number 0-20355Costco Wholesale Corporation(Exact name of registrant as specified in its charter)Washington 91-1223280(State or other jurisdiction ofincorporation or organization)(I.R.S.Employer Identification No.)999 Lake Drive,Issaquah,WA 98027(Address of principal executiv
3、e offices)(Zip Code)(Registrants telephone number,including area code):(425)313-8100Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon Stock,$.005 Par ValueCOSTThe Nasdaq Global Select MarketIndicate by check
4、mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject tosuch filing requirements for
5、the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was requ
6、ired tosubmit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting com
7、pany,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition perio
8、d for complying withany new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The number of shares outstanding of the issuers common sto
9、ck as of May 29,2024 was 443,335,024.1Table of ContentsCOSTCO WHOLESALE CORPORATIONINDEX TO FORM 10-Q PagePART IFINANCIAL INFORMATIONItem 1.Financial Statements3Condensed Consolidated Statements of Income3Condensed Consolidated Statements of Comprehensive Income4Condensed Consolidated Balance Sheets
10、5Condensed Consolidated Statements of Equity6Condensed Consolidated Statements of Cash Flows8Notes to Condensed Consolidated Financial Statements9Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About Market
11、Risk26Item 4.Controls and Procedures26PART IIOTHER INFORMATIONItem 1.Legal Proceedings27Item 1A.Risk Factors27Item 2.Unregistered Sales of Equity Securities and Use of Proceeds27Item 3.Defaults Upon Senior Securities27Item 4.Mine Safety Disclosures28Item 5.Other Information28Item 6.Exhibits28Signatu
12、res292Table of ContentsPART IFINANCIAL INFORMATIONItem 1Financial StatementsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF INCOME(amounts in millions,except per share data)(unaudited)12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023REVENUENet sales$57,392$52,60
13、4$171,440$160,280 Membership fees1,123 1,044 3,316 3,071 Total revenue58,515 53,648 174,756 163,351 OPERATING EXPENSESMerchandise costs51,173 47,175 152,770 143,367 Selling,general and administrative5,145 4,794 15,743 14,651 Operating income2,197 1,679 6,243 5,333 OTHER INCOME(EXPENSE)Interest expen
14、se(41)(36)(120)(104)Interest income and other,net128 128 504 295 INCOME BEFORE INCOME TAXES2,284 1,771 6,627 5,524 Provision for income taxes603 469 1,614 1,392 NET INCOME$1,681$1,302$5,013$4,132 NET INCOME PER COMMON SHARE:Basic$3.79$2.94$11.29$9.31 Diluted$3.78$2.93$11.27$9.30 Shares used in calcu
15、lation(000s):Basic443,892 443,814 443,870 443,843 Diluted444,828 444,360 444,662 444,455 The accompanying notes are an integral part of these condensed consolidated financial statements.3Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(amounts in
16、 millions)(unaudited)12 Weeks Ended36 Weeks Ended May 12,2024May 7,2023May 12,2024May 7,2023NET INCOME$1,681$1,302$5,013$4,132 Foreign-currency translation adjustment and other,net(80)(8)(117)149 COMPREHENSIVE INCOME$1,601$1,294$4,896$4,281 The accompanying notes are an integral part of these conden
17、sed consolidated financial statements.4Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(amounts in millions,except par value and share data)(unaudited)May 12,2024September 3,2023ASSETSCURRENT ASSETSCash and cash equivalents$10,404$13,700 Short-term investments1,095
18、1,534 Receivables,net2,583 2,285 Merchandise inventories17,430 16,651 Other current assets1,776 1,709 Total current assets33,288 35,879 OTHER ASSETSProperty and equipment,net28,062 26,684 Operating lease right-of-use assets2,643 2,713 Other long-term assets3,918 3,718 TOTAL ASSETS$67,911$68,994 LIAB
19、ILITIES AND EQUITYCURRENT LIABILITIESAccounts payable$18,844$17,483 Accrued salaries and benefits4,365 4,278 Accrued member rewards2,339 2,150 Deferred membership fees2,553 2,337 Current portion of long-term debt1,077 1,081 Other current liabilities6,183 6,254 Total current liabilities35,361 33,583
20、OTHER LIABILITIESLong-term debt,excluding current portion5,834 5,377 Long-term operating lease liabilities2,386 2,426 Other long-term liabilities2,559 2,550 TOTAL LIABILITIES46,140 43,936 COMMITMENTS AND CONTINGENCIESEQUITYPreferred stock$0.005 par value;100,000,000 shares authorized;no shares issue
21、d andoutstanding Common stock$0.005 par value;900,000,000 shares authorized;443,374,000 and442,793,000 shares issued and outstanding2 2 Additional paid-in capital7,702 7,340 Accumulated other comprehensive loss(1,922)(1,805)Retained earnings15,989 19,521 TOTAL EQUITY21,771 25,058 TOTAL LIABILITIES A
22、ND EQUITY$67,911$68,994 The accompanying notes are an integral part of these condensed consolidated financial statements.5Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF EQUITY(amounts in millions)(unaudited)12 Weeks Ended May 12,2024 Common StockAdditionalPaid-inCa
23、pitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEquity Shares(000s)AmountBALANCE ATFEBRUARY 18,2024443,549$2$7,620$(1,842)$14,980$20,760$20,760 Net income 1,681 1,681 1,681 Foreign-currencytranslation adjustmentand other,net (80
24、)(80)(80)Stock-basedcompensation 107 107 107 Release of vestedrestricted stock units(RSUs),including taxeffects46 (21)(21)(21)Repurchases ofcommon stock(221)(4)(158)(162)(162)Cash dividend declaredand other (514)(514)(514)BALANCE AT MAY 12,2024443,374$2$7,702$(1,922)$15,989$21,771$21,771 12 Weeks En
25、ded May 7,2023 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEquity Shares(000s)AmountBALANCE ATFEBRUARY 12,2023443,550$2$7,123$(1,672)$17,341$22,794$5$22,799 Net income 1,302 1,302 1,302 Foreign
26、-currencytranslation adjustmentand other,net (8)(8)(8)Stock-basedcompensation 94 94 94 Release of vestedRSUs,including taxeffects1 Repurchases ofcommon stock(329)(6)(156)(162)(162)Cash dividend declared (452)(452)(452)BALANCE AT MAY 7,2023443,222$2$7,211$(1,680)$18,035$23,568$5$23,573 The accompanyi
27、ng notes are an integral part of these condensed consolidated financial statements.6Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF EQUITY(amounts in millions)(unaudited)36 Weeks Ended May 12,2024 Common StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveInco
28、me(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEquity Shares(000s)AmountBALANCE ATSEPTEMBER 3,2023442,793$2$7,340$(1,805)$19,521$25,058$25,058 Net income 5,013 5,013 5,013 Foreign-currencytranslation adjustmentand other,net (117)(117)(117)Stock-basedcompensation 68
29、9 689 689 Release of vestedRSUs,including taxeffects1,330 (313)(313)(313)Repurchases ofcommon stock(749)(14)(470)(484)(484)Cash dividendsdeclared and other (8,075)(8,075)(8,075)BALANCE AT MAY 12,2024443,374$2$7,702$(1,922)$15,989$21,771$21,771 36 Weeks Ended May 7,2023 Common StockAdditionalPaid-inC
30、apitalAccumulatedOtherComprehensiveIncome(Loss)RetainedEarningsTotal CostcoStockholdersEquityNoncontrollingInterestsTotalEquity Shares(000s)AmountBALANCE AT AUGUST28,2022442,664$2$6,884$(1,829)$15,585$20,642$5$20,647 Net income 4,132 4,132 4,132 Foreign-currencytranslation adjustmentand other,net 14
31、9 149 149 Stock-basedcompensation 645 645 645 Release of vestedRSUs,including taxeffects1,466 (302)(302)(302)Repurchases ofcommon stock(908)(16)(431)(447)(447)Cash dividendsdeclared (1,251)(1,251)(1,251)BALANCE AT MAY 7,2023443,222$2$7,211$(1,680)$18,035$23,568$5$23,573 The accompanying notes are an
32、 integral part of these condensed consolidated financial statements.7Table of ContentsCOSTCO WHOLESALE CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(amounts in millions)(unaudited)36 Weeks EndedMay 12,2024May 7,2023CASH FLOWS FROM OPERATING ACTIVITIESNet income$5,013$4,132 Adjustments t
33、o reconcile net income to net cash provided by operating activities:Depreciation and amortization1,531 1,389 Non-cash lease expense220 300 Stock-based compensation686 643 Impairment of assets and other non-cash operating activities,net(35)441 Changes in operating assets and liabilities:Merchandise i
34、nventories(831)1,596 Accounts payable1,380(872)Other operating assets and liabilities,net417(286)Net cash provided by operating activities8,381 7,343 CASH FLOWS FROM INVESTING ACTIVITIESPurchases of short-term investments(1,007)(947)Maturities of short-term investments1,441 594 Additions to property
35、 and equipment(3,133)(2,767)Other investing activities,net(7)(27)Net cash used in investing activities(2,706)(3,147)CASH FLOWS FROM FINANCING ACTIVITIESRepayments of short-term borrowings(637)(698)Proceeds from short-term borrowings628 667 Repayments of long-term debt(75)Proceeds from issuance of lo
36、ng-term debt498 Tax withholdings on stock-based awards(313)(302)Repurchases of common stock(484)(446)Cash dividend payments(8,527)(799)Financing lease payments(112)(204)Other financing activities,net(1)(93)Net cash used in financing activities(8,948)(1,950)EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
37、 CASH EQUIVALENTS(23)44 Net change in cash and cash equivalents(3,296)2,290 CASH AND CASH EQUIVALENTS BEGINNING OF YEAR13,700 10,203 CASH AND CASH EQUIVALENTS END OF PERIOD$10,404$12,493 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the first thirty-six weeks of the year for:Inte
38、rest$90$86 Income taxes,net$1,449$1,443 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:Cash dividend declared,but not yet paid$452 Financing lease assets obtained in exchange for new or modified leases$173$101 Operating lease assets obtained in exchange for new or modified leases$117$160 Capital exp
39、enditures included in liabilities$181$114 The accompanying notes are an integral part of these condensed consolidated financial statements.8Table of ContentsCOSTCO WHOLESALE CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(amounts in millions,except share,per share,and warehouse count
40、 data)(unaudited)Note 1Summary of Significant Accounting PoliciesDescription of BusinessCostco Wholesale Corporation(Costco or the Company),a Washington corporation,and its subsidiaries operate membership warehousesbased on the concept that offering members low prices on a limited selection of natio
41、nally-branded and private-label products in a wide range ofmerchandise categories will produce high sales volumes and rapid inventory turnover.At May 12,2024,Costco operated 876 warehousesworldwide:604 in the United States(U.S.)located in 47 states,Washington,D.C.,and Puerto Rico,108 in Canada,40 in
42、 Mexico,33 inJapan,29 in the United Kingdom(U.K.),18 in Korea,15 in Australia,14 in Taiwan,six in China,four in Spain,two in France,and one eachin Iceland,New Zealand,and Sweden.The Company operates e-commerce sites in the U.S.,Canada,the U.K.,Mexico,Korea,Taiwan,Japan,and Australia.Basis of Present
43、ationThe condensed consolidated financial statements include the accounts of Costco and its wholly-owned subsidiaries.All material inter-companytransactions among the Company and its consolidated subsidiaries have been eliminated in consolidation.These unaudited condensed consolidated financial stat
44、ements have been prepared in accordance with the instructions to Form 10-Q for interimfinancial reporting pursuant to the rules and regulations of the Securities and Exchange Commission(SEC).While these statements reflect allnormal recurring adjustments that are,in the opinion of management,necessar
45、y for fair presentation of the results of the interim period,they donot include all of the information and footnotes required by U.S.generally accepted accounting principles(U.S.GAAP)for complete financialstatements.Therefore,the interim condensed consolidated financial statements should be read in
46、conjunction with the consolidated financialstatements and notes included in the Companys Annual Report on Form 10-K for the fiscal year ended September 3,2023.Fiscal Year EndThe Company operates on a 52/53 week fiscal year basis,with the fiscal year ending on the Sunday closest to August 31.Fiscal 2
47、024 is a 52-week year ending on September 1,2024.References to the third quarter of 2024 and 2023 relate to the 12-week fiscal quarters ended May 12,2024,and May 7,2023.References to the first thirty-six weeks of 2024 and 2023 relate to the 36 weeks ended May 12,2024,and May 7,2023.Use of EstimatesT
48、he preparation of financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and thereported amounts o
49、f revenues and expenses during the reporting period.These estimates and assumptions take into account historical andforward-looking factors that the Company believes are reasonable.Actual results could differ from those estimates and assumptions.ReclassificationReclassifications were made to the con
50、densed consolidated statement of cash flows for the first thirty-six weeks of fiscal 2023 to conform withcurrent year presentation.9Table of ContentsRecent Accounting Pronouncements Not Yet AdoptedIn November 2023,the Financial Accounting Standards Board(FASB)issued Accounting Standards Update(ASU)2
51、023-07,which is intended toimprove reportable segment disclosure requirements,primarily about significant segment expenses.The standard is effective for fiscal yearsbeginning after December 15,2023,and interim periods within fiscal years beginning after December 15,2024,with early adoption permitted
52、.The amendments should be applied retrospectively to all prior periods presented in the financial statements.In December 2023,the FASB issued ASU 2023-09,which focuses on income tax disclosures by requiring public business entities,on an annualbasis,to disclose specific categories in the rate reconc
53、iliation,provide information for reconciling items that meet a quantitative threshold,andcertain information about income taxes paid.The standard is effective for annual periods beginning after December 15,2024,with early adoptionpermitted.The amendments should be applied on a prospective basis.Retr
54、ospective application is permitted.The Company is evaluating both standards.Note 2InvestmentsThe Companys investments were as follows:May 12,2024:CostBasisUnrealizedLosses,NetRecordedBasisAvailable-for-sale:Government and agency securities$687$(17)$670 Held-to-maturity:Certificates of deposit425 425
55、 Total short-term investments$1,112$(17)$1,095 September 3,2023:CostBasisUnrealizedLosses,NetRecordedBasisAvailable-for-sale:Government and agency securities$650$(17)$633 Held-to-maturity:Certificates of deposit901 901 Total short-term investments$1,551$(17)$1,534 Gross unrealized holding gains and
56、losses on available-for-sale securities were not material for the periods ended May 12,2024,orSeptember 3,2023.At those dates,there were no available-for-sale securities in a material continuous unrealized-loss position.There were nosales of available-for-sale securities during the first thirty-six
57、weeks of 2024 or 2023.The maturities of available-for-sale and held-to-maturity securities at May 12,2024,are as follows:Available-For-SaleHeld-To-Maturity Cost BasisFair ValueDue in one year or less$134$133$425 Due after one year through five years389 381 Due after five years164 156 Total$687$670$4
58、25 10Table of ContentsNote 3Fair Value MeasurementAssets and Liabilities Measured at Fair Value on a Recurring BasisThe table below presents information regarding the Companys financial assets and financial liabilities that are measured at fair value on arecurring basis and indicates the level withi
59、n the hierarchy reflecting the valuation techniques utilized.Level 2May 12,2024September 3,2023Investment in government and agency securities$670$633 Forward foreign-exchange contracts,in asset position15 18 Forward foreign-exchange contracts,in(liability)position(3)(7)Total$682$644 _(1)The asset an
60、d liability values are included in other current assets and other current liabilities,respectively,in the accompanying condensed consolidated balance sheets.At May 12,2024,and September 3,2023,the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fairvalue o
61、n a recurring basis.There were no transfers between levels during the first thirty-six weeks of 2024 or 2023.Assets and Liabilities Measured at Fair Value on a Nonrecurring BasisAssets and liabilities recognized and disclosed at fair value on a nonrecurring basis include items such as financial asse
62、ts measured atamortized cost and long-lived nonfinancial assets.These assets are measured at fair value if determined to be impaired.There were no materialfair value adjustments to these items during the first thirty-six weeks of 2024.During the first and third quarter of 2023,the Company recognized
63、in merchandise costs charges of$93 and$298,primarily related to the impairment of certain leased assets associated with charter shippingactivities,now discontinued.Note 4DebtThe carrying value of the Companys long-term debt consisted of the following:May 12,2024September 3,20232.750%Senior Notes due
64、 May 2024$1,000$1,000 3.000%Senior Notes due May 20271,000 1,000 1.375%Senior Notes due June 20271,250 1,250 1.600%Senior Notes due April 20301,750 1,750 1.750%Senior Notes due April 20321,000 1,000 Other long-term debt933 484 Total long-term debt6,933 6,484 Less unamortized debt discounts and issua
65、nce costs22 26 Less current portion1,077 1,081 Long-term debt,excluding current portion$5,834$5,377 _(1)Net of unamortized debt discounts and issuance costs.(1)(1)(1)11Table of ContentsThe fair value of the Senior Notes is estimated using Level 2 inputs.Other long-term debt consists of Guaranteed Se
66、nior Notes issued by theCompanys Japan subsidiary,valued using Level 3 inputs.In November 2023,the Companys Japan subsidiary issued four Guaranteed SeniorNotes,totaling approximately$500,at fixed interest rates ranging from 1.400%to 2.120%.Interest is payable semi-annually,and maturity datesrange fr
67、om November 7,2033,to November 7,2043.The fair value of the Companys long-term debt,including the current portion,wasapproximately$6,252 and$5,738 at May 12,2024,and September 3,2023.Subsequent to the end of the quarter on May 18,2024,the Company paid the outstanding principal balance and interest o
68、n the 2.750%SeniorNotes using cash and cash equivalents and short-term investments.Note 5EquityDividendsA quarterly cash dividend of$1.16 per share was declared on April 10,2024,and paid on May 10,2024.The dividend was$1.02 per share in thethird quarter of 2023.On January 12,2024,an aggregate paymen
69、t of approximately$6,655 was made in connection with a special dividend of$15.00 per share,declared on December 13,2023.Stock Repurchase ProgramsThe Companys stock repurchase program is conducted under a$4,000 authorization by the Board of Directors,which expires in January 2027.At May 12,2024,the r
70、emaining amount available under the program was$3,079.The following table summarizes the repurchase activity:Shares Repurchased(000s)Average Price per ShareTotal CostThird quarter of 2024221$733.23$162 First thirty-six weeks of 2024749$646.07$484 Third quarter of 2023329$492.71$162 First thirty-six
71、weeks of 2023908$492.30$447 These amounts may differ from the accompanying condensed consolidated statements of cash flows due to changes in unsettled stockrepurchases at the end of each quarter.Purchases are made from time to time,as conditions warrant,in the open market or in block purchasesand pu
72、rsuant to plans under SEC Rule 10b5-1.Note 6Stock-Based CompensationThe 2019 Incentive Plan authorized the issuance of up to a maximum of 15,885,000 RSUs.To preserve the value of outstanding awards,thenumber of RSUs that may be granted under this Plan is subject to adjustments from changes in capita
73、l structure.The Company issues newshares of common stock upon vesting of RSUs.Shares for vested RSUs are generally delivered to participants annually,net of shares withheldfor taxes.As required by the 2019 Incentive Plan,in conjunction with the 2024 special dividend,the number of shares subject to o
74、utstanding RSUs wasincreased on the dividend record date to preserve their value.They were adjusted by multiplying the number of outstanding shares by a factor of1.018,representing the ratio of the Nasdaq closing price of$674.62 on December 26,2023,which was the last trading day immediately prior to
75、the ex-dividend date,to the Nasdaq opening price of$662.70 on the ex-dividend date,December 27,2023.The outstanding RSUs increased byapproximately 52,000.The adjustment did not result in additional stock-based compensation expense,as the fair value of the awards did not12Table of Contentschange.As f
76、urther required by the 2019 Incentive Plan,the maximum number of shares issuable under the plan was proportionally adjusted,which resulted in an additional 128,000 RSU shares available to be granted.Summary of Restricted Stock Unit ActivityAt May 12,2024,7,255,000 shares were available to be granted
77、 as RSUs,and the following awards,adjusted for the effects of the specialdividend,were outstanding:2,665,000 time-based RSUs,which vest upon continued employment over specified periods and accelerate upon achievement of a long-service term;70,000 performance-based RSUs granted to executive officers
78、of the Company,for which the performance targets have been met.Theawards vest upon continued employment over specified periods of time and upon achievement of a long-service term;and95,000 performance-based RSUs granted to executive officers of the Company,subject to achievement of performance targe
79、ts for 2024,as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.These awards are included inthe table below.The Company recognized compensation expense for these awards in the third quarter of 2024,as it is currently deemedprobable that the targets
80、will be achieved.The following table summarizes RSU transactions during the first thirty-six weeks of 2024:Number ofUnits(in 000s)Weighted-AverageGrant Date Fair ValueOutstanding at September 3,20233,045$405.63 Granted1,677 547.26 Vested and delivered(1,887)431.68 Forfeited(57)456.30 Special dividen
81、d52 N/AOutstanding at May 12,20242,830$463.09 The remaining unrecognized compensation cost related to RSUs unvested at May 12,2024,was$990,and the weighted-average period overwhich this cost will be recognized is 1.7 years.Summary of Stock-Based CompensationThe following table summarizes stock-based
82、 compensation expense and the related tax benefits:12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023Stock-based compensation expense$106$94$686$643 Less recognized income tax benefits24 21 144 134 Stock-based compensation expense,net$82$73$542$509 13Table of ContentsNote 7Net In
83、come per Common and Common Equivalent ShareThe following table shows the amounts used in computing net income per share and the weighted average number of shares of basic and ofpotentially dilutive common shares outstanding(shares in 000s):12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024
84、May 7,2023Net income$1,681$1,302$5,013$4,132 Weighted average basic shares443,892 443,814 443,870 443,843 RSUs936 546 792 612 Weighted average diluted shares444,828 444,360 444,662 444,455 Basic earnings per share is calculated by dividing net income by the weighted average number of shares of commo
85、n stock outstanding duringthe period.Diluted earnings per share is calculated based on the dilutive effect of RSUs using the treasury stock method.Note 8Commitments and ContingenciesLegal ProceedingsThe Company is involved in many claims,proceedings and litigations arising from its business and prop
86、erty ownership.In accordance withapplicable accounting guidance,the Company establishes an accrual for legal proceedings if and when those matters present loss contingenciesthat are both probable and reasonably estimable.There may be losses in excess of amounts accrued.The Company monitors those mat
87、ters fordevelopments that would affect the likelihood of a loss(taking into account where applicable indemnification arrangements concerning suppliersand insurers)and the accrued amount,if any,thereof,and adjusts the amount as appropriate.The Company has recorded immaterial accrualswith respect to c
88、ertain matters described below,in addition to other immaterial accruals for matters not described below.If the loss contingencyat issue is not both probable and reasonably estimable,the Company does not establish an accrual,but monitors for developments that makethe contingency both probable and rea
89、sonably estimable.In each case,there is a reasonable possibility that a loss may be incurred,including aloss in excess of the applicable accrual.For matters where no accrual has been recorded,the possible loss or range of loss(including any lossin excess of the accrual)cannot,in the Companys view,be
90、 reasonably estimated because,among other things:the remedies or penaltiessought are indeterminate or unspecified;the legal and/or factual theories are not well developed;and/or the matters involve complex or novellegal theories or a large number of parties.In November 2023,a former employee filed a
91、 class action against the Company alleging claims under California law for failure to pay minimumwage,failure to pay overtime,failure to provide meal and rest breaks,failure to provide accurate wage statements,failure to reimburseexpenses,failure to pay wages when due,and failure to pay sick pay.Mar
92、tin Reyes v.Costco Wholesale Corporation,Sacramento CountySuperior Court(Case No.23cv011351),removed to federal court,Case No.2:24-cv-00300(E.D.Cal.).An amended complaint was filed,whichthe Company has moved to dismiss.In January 2024,the same plaintiff filed a related Private Attorneys General Act(
93、PAGA)representativeaction,seeking civil penalties and asserting the same alleged underlying Labor Code violations and an additional suitable seating claim.In May2024,the plaintiff filed an amended PAGA complaint,as to which the Company has not responded.In October 2023,current and former employees f
94、iled suit against the Company asserting collective and class claims on behalf of all“JuniorManagers”under the Fair Labor Standards Act and New York Labor Law,for failure to pay overtime compensation and for inaccurate wagestatements under New York law.Lock et al.v.Costco Wholesale Corp.(Case No.2:23
95、-cv-07904;E.D.N.Y.).On February 1,2024,the14Table of ContentsCompany served a motion to dismiss the inaccurate wage-statement claim.On April 5,2024,plaintiffs filed a motion for conditional certificationunder the Act,which the Company has opposed.In October 2023,a current employee filed suit against
96、 the Company asserting collective and class claims on behalf of all“supervisors”employedin New Jersey,under the Fair Labor Standards Act and New Jersey Wage and Hour Law for failure to pay all hours worked.Shah v.CostcoWholesale Corp.(Case No.2:23-cv-21286;D.N.J.).On December 26,2023,the Company fil
97、ed its answer,denying all claims.In July 2021,a former temporary staffing employee filed a class action against the Company and a staffing company,alleging violations of theCalifornia Labor Code regarding payment of wages,meal and rest periods,wage statements,the timeliness of wages and final wages,
98、and forunfair business practices.Dimas v.Costco Wholesale Corp.(Case No.STK-CV-UOE-2021-0006024;San Joaquin Superior Court).TheCompany has moved to compel arbitration of the plaintiffs individual claims and to dismiss the class action complaint.On September 7,2021,the same plaintiff filed a separate
99、 representative action under the California Private Attorneys General Act,asserting the same Labor Codeviolations and seeking civil penalties and attorneys fees.The case has been stayed pending arbitration of the plaintiffs individual claims.In May 2022,an employee filed an action under the Californ
100、ia Private Attorneys General Act against the Company,alleging claims under theCalifornia Labor Code regarding the payment of wages,meal and rest periods,the timeliness of wages and final wages,wage statements,accurate records and business expenses.Gonzalez v.Costco Wholesale Corp.(Case No.22AHCV0025
101、5;Los Angeles Superior Court).TheCompany filed an answer denying the allegations.On October 31,2023,a settlement was reached for an immaterial amount.A hearing onpreliminary approval of the settlement is scheduled for June 2024.Beginning in December 2017,the United States Judicial Panel on Multidist
102、rict Litigation consolidated numerous cases concerning the impacts ofopioid abuses filed against various defendants by counties,cities,hospitals,Native American tribes,third-party payors,and others.In re NationalPrescription Opiate Litigation(MDL No.2804)(N.D.Ohio).Included are cases filed against t
103、he Company by counties and cities in Michigan,New Jersey,Oregon,Virginia and South Carolina,a third-party payor in Ohio,and a hospital in Texas,class actions filed on behalf of infants bornwith opioid-related medical conditions in 40 states,and class actions and individual actions filed on behalf of
104、 individuals seeking to recoveralleged increased insurance costs associated with opioid abuse in 43 states and American Samoa.Claims against the Company filed in federalcourt outside the MDL have been asserted by certain counties and cities in Florida and Georgia;claims filed by certain cities and c
105、ounties inNew York are pending in state court.Claims against the Company in state courts in New Jersey,Oklahoma,Utah,and Arizona have beendismissed.The Company is defending all of the pending matters.Members of the Board of Directors,six corporate officers and the Company were defendants in a shareh
106、older derivative action filed in June 2022related to chicken welfare and alleged breaches of fiduciary duties.Smith,et ano.v.Vachris,et al.,Superior Court of the State of Washington,County of King,No,22-2-08937-7SEA.The complaint sought from the individual defendants damages,injunctive relief,costs,
107、and attorneysfees.On March 28,2023,the court granted the defendants motion to dismiss the action.The plaintiffs subsequently made a demand that theBoard of Directors take various actions,including among other things,pursuing claims against directors and officers of the type asserted in thelitigation
108、.A demand review committee of the Board was appointed to make a recommendation to the Board as to the demand.On April 10,2024,the committee recommended to the Board that the demand be refused.The Board accepted the recommendation and unanimously determinedto refuse the demand.In October 2021 the Com
109、pany received a notice that the Quebec Health Insurance Board had commenced an inquiry to determine whether theCompany had given or received improper payments for drugs that are covered by the provinces prescription drug program from drugwholesalers,generic drug manufacturers or the independent phar
110、macist who owns and operates the pharmacies located in the CompanysQuebec locations.The inquiry covers a period beginning January 1,2017.15Table of ContentsThe Company is a named defendant in four bodily injury actions relating to its sale of Real Water,an alkalized water previously sold at theCompa
111、ny and other retailers.Kaveh et al.v.Costco Wholesale Corp.et al.,Case No.A23-864391-B,District Court,Clark County,NV Wei,et al.v.Costco Wholesale Corp.et al.Case No.A-22-856147-B,District Court,Clark County,NV Henry et al.v.Costco Wholesale Corp.et al.,CaseNo.A21844176-B,District Court,Clark County
112、,NV Lampman et al.vs.Costco Wholesale Corp.et al.Case No.A-23-868638-C,District Court,Clark County,NV.The plaintiffs allegedly sustained liver or other bodily damage as a result of consuming the product,and seek compensatoryand punitive damages from all defendants,which include the manufacturer,dist
113、ributors,testing equipment makers and retailers.The case is setfor trial March 17,2025.Wei and Henry have been consolidated with Brown et al.vs.AffinityL,Inc.,et al.,Case No.A-21-831776-B,District Court,Clark County,NV.The Company is not a named defendant in Brown.Wei/Henry/Brown is set for trial st
114、arting October 7,2024.Lampman does not have a trial date.In February 2023,Go Green Norcal,LLC filed an arbitration demand against the Company.The demand alleged a breach of a supply agreementand sought unspecified damages and cancellation of a loan from the Company.In March 2023,the Company filed it
115、s answer,denying anybreach by the Company,along with counterclaims against Go Green and an affiliate for breach of contract,negligent misrepresentation,and anaccounting.An award to the plaintiffs of an immaterial amount was paid in February 2024.Between September 25,2023,and October 31,2023,five cla
116、ss action suits were filed against the Company alleging various privacy lawviolations stemming from pixel trackers on C:Birdwell v.Costco Wholesale Corp.,Case No.T23-1405,Contra Costa County SuperiorCourt;and Scott v.Costco Wholesale Corp.,Case No.2:23-cv-08808(C.D.Cal.),now consolidated with R.S.v.
117、Costco Wholesale Corp.,CaseNo.2:23-cv-01628(W.D.Wash.);Groves,et ano.v.Costco Wholesale Corp.,Case No.2:23-cv-01662(W.D.Wash.),and Castillo v.CostcoWholesale Corp.,under Case No.2:34-cv-01548(W.D.Wash.).The Castillo plaintiffs filed a consolidated complaint on January 26,2024,whichseeks damages,equi
118、table relief and attorneys fees under various statutes,including the Washington Consumer Protection Act,WashingtonPrivacy Act,Washington Uniform Health Care Information Act,Electronic Communications Privacy Act,California Invasion of Privacy Act,andCalifornia Confidentiality of Medical Information A
119、ct.The consolidated complaint also alleges breach of implied contract,invasion of privacy,conversion,and unjust enrichment.The Company filed a motion to dismiss the Castillo complaint on March 11,2024.In Birdwell,the Companyfiled a motion to dismiss and demurrer on January 22,2024.On May 5,2024,the
120、Birdwell Court granted the demurrer with leave to amend andrequested additional briefing on whether the case should be stayed in favor of Castillo.On May 16,2024,the parties stipulated to stay Birdwellpending resolution of Castillo.On January 2,2024,the Company received a related civil investigative
121、 demand from the Washington AttorneyGenerals Office.On January 3,2024,the Company received a related pre-litigation letter from the Los Angeles Office of the County Counsel.The Company is in the process of responding to both.In January 2023 the Company received a Civil Investigative Demand from the
122、U.S.Attorneys Office,Western District of Washington,requestingdocuments.The government is conducting a False Claims Act investigation concerning whether the Company presented or caused to bepresented to the federal government for payment false claims relating to prescription medications.In May 2024
123、the Company received a Notice of Intent to File Administrative Complaint for Violations of the Federal Insecticide,Fungicide andRodenticide Act(FIFRA)from the U.S.Environmental Protection Agency.The EPA is seeking administrative fines for importation,sale anddistribution of misbranded devices and un
124、registered products the government asserts are pesticides under FIFRA.The Company does not believe that any pending claim,proceeding or litigation,either alone or in the aggregate,will have a material adverseeffect on the Companys financial position,results of operations or cash flows;it is possible
125、 that an unfavorable outcome of some or all of thematters,however unlikely,could result in a charge that might be material to the results of an individual fiscal quarter or year.16Table of ContentsNote 9Segment ReportingThe Company is principally engaged in the operation of membership warehouses thr
126、ough wholly owned subsidiaries in the U.S.,Canada,Mexico,Japan,the U.K.,Korea,Australia,Taiwan,China,Spain,France,Iceland,New Zealand,and Sweden.Reportable segments are largelybased on managements organization of the operating segments for operational decisions and assessments of financial performan
127、ce,whichconsider geographic locations.The material accounting policies of the segments are as described in the notes to the consolidated financialstatements included in the Companys Annual Report filed on Form 10-K for the fiscal year ended September 3,2023,and Note 1 above.Inter-segment net sales a
128、nd expenses have been eliminated in calculating total revenue and operating income.The following table provides information for the Companys reportable segments:United StatesCanadaOtherInternationalTotal12 Weeks Ended May 12,2024Total revenue$42,449$8,014$8,052$58,515 Operating income1,476 394 327 2
129、,197 12 Weeks Ended May 7,2023Total revenue$39,049$7,268$7,331$53,648 Operating income1,027 327 325 1,679 36 Weeks Ended May 12,2024Total revenue$126,234$23,789$24,733$174,756 Operating income4,128 1,109 1,006 6,243 36 Weeks Ended May 7,2023Total revenue$119,339$21,923$22,089$163,351 Operating incom
130、e3,558 899 876 5,333 53 Weeks Ended September 3,2023Total revenue$176,630$33,056$32,604$242,290 Operating income5,392 1,448 1,274 8,114 Disaggregated RevenueThe following table summarizes net sales by merchandise category;sales from e-commerce sites and business centers have been allocated tothe app
131、licable merchandise categories:12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023Foods and Sundries$23,065$21,298$69,764$64,672 Non-Foods14,518 13,087 44,301 41,860 Fresh Foods7,888 7,194 23,212 21,287 Warehouse Ancillary and Other Businesses11,921 11,025 34,163 32,461 Total net
132、sales$57,392$52,604$171,440$160,280 17Table of ContentsItem 2Managements Discussion and Analysis of Financial Condition and Results of Operations(amounts in millions,except per share,share,percentages and warehouse count data)FORWARD-LOOKING STATEMENTSCertain statements contained in this document co
133、nstitute forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995.For these purposes,forward-looking statements are statements that address activities,events,conditions or developmentsthat the Company expects or anticipates may occur in the future and may
134、relate to such matters as net sales growth,changes in comparablesales,cannibalization of existing locations by new openings,price or fee changes,earnings performance,earnings per share,stock-basedcompensation expense,warehouse openings and closures,capital spending,the effect of adopting certain acc
135、ounting standards,future financialreporting,financing,margins,return on invested capital,strategic direction,expense controls,membership renewal rates,shopping frequency,litigation,and the demand for our products and services.In some cases,forward-looking statements can be identified because they co
136、ntainwords 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 statementsinvolve risks and unce
137、rtainties 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,inflationor deflation,the effects of competi
138、tion and regulation,uncertainties in the financial markets,consumer and small business spending patterns anddebt levels,breaches of security or privacy of member or business information,conditions affecting the acquisition,development,ownership oruse of real estate,capital spending,actions of vendor
139、s,rising costs associated with employees(generally including health-care costs andwages),energy and certain commodities,geopolitical conditions(including tariffs),the ability to maintain effective internal control over financialreporting,regulatory and other impacts related to climate change,public-
140、health related factors,and other risks identified from time to time in theCompanys public statements and reports filed with the Securities and Exchange Commission.Forward-looking statements speak only as of thedate they are made,and the Company does not undertake to update these statements,except as
141、 required by law.OVERVIEWManagements Discussion and Analysis of Financial Condition and Results of Operations(MD&A)is intended to promote understanding of theresults of operations and financial condition.MD&A is provided as a supplement to,and should be read in conjunction with,our condensedconsolid
142、ated financial statements and the accompanying Notes to Financial Statements(Part I,Item 1 of this Form 10-Q),as well as ourconsolidated financial statements,the accompanying Notes to Financial Statements,and the related Managements Discussion and Analysis ofFinancial Condition and Results of Operat
143、ions in our fiscal year 2023 Form 10-K,filed with the United States Securities and ExchangeCommission on October 11,2023.We operate membership warehouses and e-commerce sites based on the concept that offering members low prices on a limited selection ofquality nationally-branded and private-label p
144、roducts in a wide range of categories will produce high sales volumes and rapid inventory turnover.When combined with the operating efficiencies achieved by volume purchasing,efficient distribution and reduced handling of merchandise in no-frills,self-service warehouse facilities,these volumes and t
145、urnover enable us to operate profitably at significantly lower gross margins(net salesless merchandise costs)than most other retailers.We often sell inventory before we are required to pay for it,even while taking advantage ofearly payment discounts.We believe that the most important driver of our p
146、rofitability is increasing net sales,particularly comparable sales.Net sales includes our coremerchandise categories(foods and sundries,non-foods,and fresh foods),warehouse ancillary(gasoline,pharmacy,optical,food court,hearingaids,and tire installation)and other businesses(e-commerce,business cente
147、rs,travel,and other).Comparable sales is18Table of Contentsdefined as net sales from warehouses open for more than one year,including remodels,relocations and expansions,and sales related to e-commerce sites operating for more than one year.The measure is intended as supplemental information and is
148、not a substitute for net salespresented in accordance with U.S.GAAP and should be reviewed in conjunction with results reported in accordance with U.S.GAAP.Comparable sales growth is achieved through increasing shopping frequency from new and existing members and the amount they spend oneach visit(a
149、verage ticket).Sales comparisons can also be particularly influenced by certain factors that are beyond our control:fluctuations incurrency exchange rates(with respect to our international operations);and inflation or deflation and changes in the cost of gasoline andassociated competitive conditions
150、.The higher our comparable sales exclusive of these items,the more we can leverage our selling general andadministrative(SG&A)expenses,reducing them as a percentage of sales and enhancing profitability.Generating comparable sales growth isforemost a question of making available the right merchandise
151、 at the right prices,a skill that we believe we have repeatedly demonstrated overthe long-term.Another substantial factor in net sales growth is the health of the economies in which we do business,including the effects ofinflation or deflation,especially the United States.Net sales growth and gross
152、margins are also impacted by our competition,which is vigorousand widespread,across a wide range of global,national and regional wholesalers and retailers,including those with e-commerce operations.While we cannot control or reliably predict general economic health or changes in competition,we belie
153、ve that we have been successfulhistorically in adapting our business to these changes,such as through adjustments to our pricing and merchandise mix,including increasing thepenetration of our private-label items,and through online offerings.Our philosophy is to provide our members with quality goods
154、 and services at competitive prices.We do not focus in the short-term onmaximizing prices charged,but instead seek to maintain what we believe is a perception among our members of our“pricing authority”consistently providing the most competitive values.Our investments in merchandise pricing may incl
155、ude reducing prices on merchandise to drivesales or meet competition and holding prices steady despite cost increases instead of passing the increases on to our members,negativelyimpacting gross margin and gross margin in the near term as a percentage of net sales(gross margin percentage).We believe
156、 our gasoline business enhances traffic in our warehouses;it generally has a lower gross margin percentage and lower SG&Aexpense relative to our non-gasoline businesses.A higher penetration of gasoline sales will generally lower our gross margin percentage.Generally,rising gasoline prices benefit ne
157、t sales growth which,given the higher sales base,negatively impacts our gross margin percentagebut decreases our SG&A expenses as a percentage of net sales.A decline in gasoline prices has the inverse effect.Government actions in various countries relating to tariffs,particularly China and the Unite
158、d States,have affected the costs of some of ourmerchandise.The degree of our exposure is dependent on(among other things)the type of goods,rates imposed,and timing of the tariffs.Higher tariffs could adversely impact our results.We also achieve net sales growth by opening new warehouses.As our wareh
159、ouse base grows,available and desirable sites become moredifficult to secure,and square footage growth becomes a comparatively less substantial component of growth.Negative aspects of such growthinclude lower initial operating profitability relative to existing warehouses and cannibalization of sale
160、s at existing warehouses when openingsoccur in existing markets.Our rate of square footage growth is generally higher in foreign markets,due to the smaller base in those markets,andwe expect that to continue.Our e-commerce business,domestically and internationally,has a lower gross-margin percentage
161、 than ourwarehouse operations.The membership format is an integral part of our business and our profitability.This format is designed to reinforce member loyalty and providecontinuing fee revenue.The extent to which we achieve growth in our membership base,increase the penetration of Executive membe
162、rships,and sustain high renewal rates materially influences our profitability.Our paid-membership growth rate may be adversely impacted whenwarehouse openings occur in existing markets as compared to new markets.Our worldwide19Table of Contentsrenewal rate may be adversely impacted by lower renewal
163、rates in newer markets,which historically have been less than rates in maturemarkets.Our financial performance depends heavily on controlling costs.While we believe that we have achieved successes in this area,some significantcosts are partially outside our control,particularly health care and utili
164、ty expenses.With respect to the compensation of our employees,ourphilosophy is not to seek to minimize their wages and benefits.Rather,we believe that achieving our longer-term objectives of reducingemployee turnover,increasing productivity and enhancing employee satisfaction requires maintaining co
165、mpensation levels that are better thanthe industry average for much of our workforce.This may cause us,for example,to absorb costs that other employers might seek to passthrough to their workforces.Because our business operates on very low margins,modest changes in various items in the consolidateds
166、tatements of income,particularly merchandise costs and SG&A expenses,can have substantial impacts on net income.Our operating model is generally the same across our U.S.,Canadian,and Other International operating segments(see Note 9 to theconsolidated financial statements included in Part I,Item 1,o
167、f this Report).Certain operations in the Other International segment have relativelyhigher rates of square footage growth,lower wage and benefit costs as a percentage of sales,less or no direct membership warehousecompetition,or lack e-commerce or business delivery.In discussions of our consolidated
168、 operating results,we refer to the impact of changes in foreign currencies relative to the U.S.dollar,which aredifferences between the foreign-exchange rates we use to convert the financial results of our international operations from local currencies intoU.S.dollars.This impact is calculated based
169、on the difference between the current and prior periods exchange rates.The impact of changes ingasoline prices on net sales is calculated based on the difference between the current and prior periods average price per gallon sold.Resultsexpressed excluding the impacts of foreign exchange and gasolin
170、e prices are intended as supplemental information and are not a substitute fornet sales presented in accordance with U.S.GAAP and should be reviewed in conjunction with results reported in accordance with U.S.GAAP.Our fiscal year ends on the Sunday closest to August 31.References to the third quarte
171、r of 2024 and 2023 relate to the 12-week fiscal quartersended May 12,2024,and May 7,2023.References to the first thirty-six weeks of 2024 and 2023 relate to the 36 weeks ended May 12,2024,and May 7,2023.Certain percentages presented are calculated using actual results prior to rounding.Highlights fo
172、r the third quarter of 2024 versus 2023 include:Net sales increased 9%to$57,392,driven by an increase in comparable sales and sales at 24 net new warehouses opened since theend of the third quarter of 2023;Membership fee revenue increased 8%to$1,123,driven by new member sign-ups and upgrades to Exec
173、utive Membership;Gross margin percentage increased 52 basis points,driven primarily by the absence of a charge of$298,$0.50 per diluted share,recorded in the third quarter of 2023 predominantly related to the discontinuation of our charter shipping activities;SG&A expenses as a percentage of net sal
174、es decreased 15 basis points,primarily due to warehouse operations and other businesses,largely attributable to improved productivity;A quarterly cash dividend of$1.16 per share was declared on April 10,2024,and paid on May 10,2024;andNet income was$1,681,$3.78 per diluted share,compared to$1,302,$2
175、.93 per diluted share in 2023.20Table of ContentsRESULTS OF OPERATIONSNet Sales12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023Net Sales$57,392$52,604$171,440$160,280 Changes in net sales:U.S.9%1%6%6%Canada10%9%2%Other International10%8%12%5%Total Company9%2%7%5%Changes in comp
176、arable sales:U.S.6%4%5%Canada8%(1)%8%2%Other International8%4%9%2%Total Company7%5%4%E-commerce21%(10)%15%(8)%Changes in comparable sales excluding the impact of changesin foreign-currency and gasoline prices:U.S.6%2%4%5%Canada7%7%8%8%Other International8%8%8%9%Total Company7%3%5%6%E-commerce21%(9)%
177、15%(7)%_(1)Comparable sales for the third quarter and first thirty-six weeks of 2024 were calculated using comparable retail weeks.Net SalesThe improvement in net sales for the third quarter and first thirty-six weeks of 2024 was attributable to an increase in comparable sales andsales at the 24 net
178、 new warehouses opened since the end of the third quarter of 2023.Sales increased$3,892 or 9%and$9,458 or 7%in coremerchandise categories during the third quarter and first thirty-six weeks of 2024,due to increases in all categories.Sales in warehouse ancillaryand other businesses increased$896 or 8
179、%during the third quarter of 2024,led by gasoline,and$1,702 or 5%during the first thirty-six weeksof 2024,led by pharmacy.During the third quarter of 2024,higher gasoline prices positively impacted net sales by$149,28 basis points,compared to 2023,with a 2%increase in the average price per gallon.Ch
180、anges in foreign currencies relative to the U.S.dollar negatively impacted net sales by approximately$108,21 basis points,compared to the third quarter of 2023,primarily attributable to our Other International operations.During the first thirty-six weeks of 2024,lower gasoline prices negatively impa
181、cted net sales by$423,26 basis points,compared to 2023,with a2%decrease in the average price per gallon.Changes in foreign currencies relative to the U.S.dollar positively impacted net sales byapproximately$180,11 basis points,compared to the first thirty-six weeks of 2023,attributable to our Other
182、International operations,partiallyoffset by our Canadian operations.(1)(1)21Table of ContentsComparable SalesComparable sales increased 7%in the third quarter of 2024 and were positively impacted by increased shopping frequency and a slightly higheraverage ticket.Comparable sales increased 5%in the
183、first thirty-six weeks of 2024 and were positively impacted by increased shoppingfrequency,partially offset by a slight decrease in average ticket.Membership Fees12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023Membership fees$1,123$1,044$3,316$3,071 Membership fees increase8%6%
184、8%6%Total paid members(000s)74,500 69,100 Total cardholders(000s)133,900 124,700 Membership fee revenue increased 8%in both the third quarter and first thirty-six weeks of 2024,driven by new member sign-ups and upgradesto Executive Membership.At the end of the third quarter of 2024,our renewal rates
185、 were 93.0%in the U.S.and Canada and 90.5%worldwide.Renewal rates benefited from higher penetration of Executive members.Our renewal rate,which excludes affiliates of Business members,is atrailing calculation that captures renewals during the period seven to eighteen months prior to the reporting da
186、te.We account for membership fee revenue on a deferred basis,recognized ratably over the one-year membership period.Gross Margin12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023Net sales$57,392$52,604$171,440$160,280 Less merchandise costs51,173 47,175 152,770 143,367 Gross marg
187、in$6,219$5,429$18,670$16,913 Gross margin percentage10.84%10.32%10.89%10.55%Quarterly ResultsGross margin percentage increased 52 basis points.Excluding the impact of gasoline price inflation on net sales,gross margin percentage was10.86%,an increase of 54 basis points.The 54 basis-point increase wa
188、s positively impacted by:56 basis points due to the absence of a chargerelated to the discontinuation of our charter shipping activities that was recorded in the third quarter of 2023;two basis points due to coremerchandise categories,and two basis points due to a LIFO benefit.This increase was part
189、ially offset by five basis points due to warehouseancillary and other businesses,predominantly gasoline,partially offset by e-commerce,and one basis point due to increased 2%rewards.The gross margin in core merchandise categories,when expressed as a percentage of core merchandise sales(rather than t
190、otal net sales),increased 10 basis points.The increase was primarily due to non-foods,partially offset by fresh foods.This measure eliminates the impact ofchanges in sales penetration and gross margin from our warehouse ancillary and other businesses.Gross margin percentage on a segment basis,when e
191、xpressed as a percentage of the segments own sales and excluding the impact ofchanges in gasoline prices on net sales(segment gross margin percentage),increased in our U.S.and Canadian segments.Our U.S.segmentperformed similarly to the consolidated results above.Our Canadian segment gross margin inc
192、reased primarily due to increases in22Table of Contentscore merchandise categories,partially offset by increased 2%rewards.Gross margin decreased in our Other International segment,due todecreases in core merchandise categories and increased 2%rewards.Year-to-date ResultsGross margin percentage incr
193、eased 34 basis points.Excluding the impact of gasoline price deflation on net sales,gross margin percentage was10.86%,an increase of 31 basis points.The 31 basis-point increase was positively impacted by:24 basis points due to the absence of chargesrelated to the discontinuation of our charter shipp
194、ing activities that were recorded in the first and third quarters of 2023;nine basis points due towarehouse ancillary and other business,primarily e-commerce;and two basis points due to a LIFO benefit.This increase was partially offset byfour basis points due to increased 2%rewards.Our core merchand
195、ise categories were flat.The gross margin in core merchandise categories,when expressed as a percentage of core merchandise sales(rather than total net sales),increased 13 basis points.The increase was primarily due to non-foods,partially offset by fresh foods.Segment gross margin percentage increas
196、ed in our U.S.and Canadian segments.Our U.S.segment performed similarly to the consolidatedresults above.Our Canadian segment gross margin increased,primarily due to increases in core merchandise categories and warehouseancillary and other businesses,partially offset by increased 2%rewards.Gross mar
197、gin percentage decreased in our Other Internationalsegment,primarily due to decreases in core merchandise categories and increased 2%rewards.Selling,General and Administrative Expenses12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023SG&A expenses$5,145$4,794$15,743$14,651 SG&A e
198、xpenses as a percentage of net sales8.96%9.11%9.18%9.14%Quarterly ResultsSG&A expenses as a percentage of net sales decreased 15 basis points.SG&A expenses as a percentage of net sales excluding the impact ofgasoline price inflation was 8.99%,a decrease of 12 basis points.The comparison to last year
199、 was favorably impacted by 12 basis points due towarehouse operations and other businesses,largely attributable to improved productivity.Year-to-date ResultsSG&A expenses as a percentage of net sales increased four basis points.SG&A expenses as a percentage of net sales excluding the impact ofgasoli
200、ne price deflation was 9.16%,an increase of two basis points.The comparison to last year was negatively impacted by three basis pointsin warehouse operations and other businesses,driven by our U.S.operations,which included the impact of wage increases in March andSeptember 2023,partially offset by o
201、ne basis point due to central operating costs.SG&A expenses as a percentage of net sales were lower inour Canadian and Other International operations.Interest Expense12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023Interest expense$41$36$120$104 Interest expense is primarily rel
202、ated to Senior Notes and financing leases.23Table of ContentsInterest Income and Other,Net12 Weeks Ended36 Weeks EndedMay 12,2024May 7,2023May 12,2024May 7,2023Interest income$94$110$395$269 Foreign-currency transaction gains,net20 9 54 3 Other,net14 9 55 23 Interest income and other,net$128$128$504
203、$295 The decrease in interest income in the third quarter was due to lower average cash and investment balances,caused by the payment of thespecial dividend.The increase in interest income in the first thirty-six weeks of 2024 was primarily due to higher global interest rates and higheraverage cash
204、and investment balances,prior to the payment of the special dividend.Foreign-currency transaction gains,net,include revaluationor settlement of monetary assets and liabilities by our Canadian and Other International operations and mark-to-market adjustments for forwardforeign-exchange contracts.See
205、Derivatives and Foreign Currency sections in Item 8,Note 1 of our Annual Report on Form 10-K,for the fiscalyear ended September 3,2023.Provision for Income Taxes 12 Weeks Ended36 Weeks Ended May 12,2024May 7,2023May 12,2024May 7,2023Provision for income taxes$603$469$1,614$1,392 Effective tax rate26
206、.4%26.5%24.4%25.2%The effective tax rate for the first thirty-six weeks of 2024 was favorably impacted by net discrete tax benefits of$146.This included$94 relatedto the portion of the special dividend payable through our 401(k)plan in the second quarter and$44 of excess tax benefits related to stoc
207、kcompensation in the first quarter.Excluding discrete net tax benefits,the tax rate was 26.6%.The effective tax rate for the first thirty-six weeks of 2023 was impacted by net discrete tax benefits of$57,primarily due to excess tax benefitsrelated to stock compensation in the first quarter.Excluding
208、 discrete net tax benefits,the tax rate was 26.2%.LIQUIDITY AND CAPITAL RESOURCESThe following table summarizes our significant sources and uses of cash and cash equivalents:36 Weeks EndedMay 12,2024May 7,2023Net cash provided by operating activities$8,381$7,343 Net cash used in investing activities
209、(2,706)(3,147)Net cash used in financing activities(8,948)(1,950)Our primary sources of liquidity are cash flows from operations,cash and cash equivalents,and short-term investments.Cash and cashequivalents and short-term investments were$11,499 and$15,234 at May 12,2024,and September 3,2023.Of thes
210、e balances,unsettled creditand debit card receivables represented approximately$2,391 and$2,282 at May 12,2024,and September 3,2023.These receivables generallysettle within four days.24Table of ContentsMaterial contractual obligations arising in the normal course of business primarily consist of pur
211、chase obligations,long-term debt and relatedinterest payments,leases,and construction and land purchase obligations.Purchase obligations consist of contracts primarily related to merchandise,equipment,and third-party services,the majority of which are due inthe next 12 months.Construction and land-p
212、urchase obligations consist of contracts primarily related to the development and opening of newand relocated warehouses,the majority of which(other than leases)are due in the next 12 months.Management believes that our cash and investment position and operating cash flows,with capacity under existi
213、ng and available creditagreements,will be sufficient to meet our liquidity and capital requirements for the foreseeable future.We believe that our U.S.current andprojected asset position is sufficient to meet our U.S.liquidity requirements.Cash Flows from Operating ActivitiesNet cash provided by ope
214、rating activities totaled$8,381 in the first thirty-six weeks of 2024,compared to$7,343 in the first thirty-six weeksof 2023.Our cash flow provided by operations is primarily from net sales and membership fees.Cash flow used in operations generally consistsof payments to merchandise suppliers,wareho
215、use operating costs,including wages and employee benefits,utilities,credit and debit cardprocessing fees,and operating leases.Cash used in operations also includes payments for income taxes.Changes in our net investment inmerchandise inventories(the difference between merchandise inventories and acc
216、ounts payable)is impacted by several factors,includinginventory levels and turnover,payment terms with suppliers,and early payments to obtain discounts.Cash Flows from Investing ActivitiesNet cash used in investing activities totaled$2,706 in the first thirty-six weeks of 2024,compared to$3,147 in t
217、he first thirty-six weeks of 2023,and is primarily related to capital expenditures.Net cash from investing activities also includes purchases and maturities of short-terminvestments.Capital Expenditure PlansOur primary requirements for capital are acquiring land,buildings,and equipment for new and r
218、emodeled warehouses.Capital is also requiredfor information systems,manufacturing and distribution facilities,initial warehouse operations,and working capital.In the first thirty-six weeks of2024,we spent$3,133 on capital expenditures,and it is our current intention to spend a total of approximately
219、$4,300 to$4,500 during fiscal2024.These expenditures are expected to be financed with cash from operations,existing cash and cash equivalents,and short-terminvestments.We opened 16 new warehouses,including one relocation,in the first thirty-six weeks of 2024 and plan to open 14 additional newwarehou
220、ses in the remainder of fiscal 2024.There can be no assurance that current expectations will be realized,and plans are subject tochange upon further review of our capital expenditure needs and the economic environment.Cash Flows from Financing ActivitiesNet cash used in financing activities totaled$
221、8,948 in the first thirty-six weeks of 2024,compared to$1,950 in the first thirty-six weeks of 2023.Cash flow used in financing activities during the first thirty-six weeks of 2024 was primarily related to the payment of dividends,repayments ofshort-term borrowings,repurchases of common stock,and wi
222、thholding taxes on stock-based awards.Cash flow provided by financing activitiesincluded proceeds from short-term borrowings and four Guaranteed Senior Notes totaling approximately$500,at fixed interest rates rangingfrom 1.400%to 2.120%issued by our Japan subsidiary.Subsequent to the end of the quar
223、ter on May 18,2024,we paid the outstandingprincipal balance and interest on the 2.750%Senior Notes using cash and cash equivalents and short-term investments.25Table of ContentsDividendsA quarterly cash dividend of$1.16 per share was declared on April 10,2024,payable to shareholders of record on Apr
224、il 26,2024,which waspaid on May 10,2024.On January 12,2024,an aggregate payment of approximately$6,655 was made in connection with a special dividend of$15.00 per share,declared on December 13,2023.Share Repurchase ProgramOn January 19,2023,the Board of Directors authorized a share repurchase progra
225、m in the amount of$4,000,which expires in January 2027.During the first thirty-six weeks of 2024 and 2023,we repurchased 749,000 and 908,000 shares of common stock,at an average price per shareof$646.07 and$492.30,totaling approximately$484 and$447.These amounts may differ from the accompanying cond
226、ensed consolidatedstatements of cash flows due to changes in unsettled repurchases at the end of a quarter.Purchases are made from time to time,as conditionswarrant,in the open market or in block purchases,pursuant to plans under SEC Rule 10b5-1.Repurchased shares are retired,in accordancewith the W
227、ashington Business Corporation Act.The remaining amount available to be purchased under our approved plan was$3,079 at the endof the third quarter.Bank Credit Facilities and Commercial Paper ProgramsWe maintain bank credit facilities for working capital and general corporate purposes.At May 12,2024,
228、we had borrowing capacity under thesefacilities of$1,145.Our international operations maintain$656 of this capacity under bank credit facilities,of which$160 is guaranteed by theCompany.Short-term borrowings outstanding under the bank credit facilities,which are included in other current liabilities
229、 on the consolidatedbalance sheets,were immaterial at the end of the third quarter of 2024 and at the end of fiscal 2023.The Company has letter of credit facilities,for commercial and standby letters of credit,totaling$204.The outstanding commitments under thesefacilities at the end of the third qua
230、rter of 2024 totaled$187,most of which were standby letters of credit that do not expire or have expirationdates within one year.The bank credit facilities have various expiration dates,most within one year,and we generally intend to renew thesefacilities.The amount of borrowings available at any ti
231、me under our bank credit facilities is reduced by the amount of standby and commercialletters of credit outstanding.Critical Accounting EstimatesThe preparation of our consolidated financial statements in accordance with U.S.GAAP requires that we make estimates and judgments.Webase these on historic
232、al experience and on assumptions that we believe to be reasonable.Our critical accounting policies are discussed in PartII,Item 7,“Managements Discussion and Analysis of Financial Condition and Results of Operations”section of our Annual Report on Form 10-K,for the fiscal year ended September 3,2023
233、.There have been no material changes to the critical accounting estimates previously disclosed inthat Report.Recent Accounting PronouncementsSee discussion of Recent Accounting Pronouncements in Note 1 to the condensed consolidated financial statements included in Part I,Item 1 ofthis Report.Item 3Q
234、uantitative and Qualitative Disclosures about Market RiskOur direct exposure to financial market risk results from fluctuations in foreign-currency exchange rates and interest rates.There have been nomaterial changes to our market risks as disclosed in our Annual Report on Form 10-K,for the fiscal y
235、ear ended September 3,2023.Item 4Controls and Procedures26Table of ContentsEvaluation of Disclosure Controls and ProceduresOur disclosure controls and procedures(as defined in Rules 13a-15(e)or 15d-15(e)under the Securities Exchange Act of 1934,as amended)are designed to ensure that information requ
236、ired to be disclosed in the reports that we file or submit under the Exchange Act is recorded,processed,summarized,and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission andto ensure that information required to be disclosed is accumulated and
237、 communicated to management,including our principal executive andfinancial officers,to allow timely decisions regarding disclosure.The Chief Executive Officer and the Chief Financial Officer,with assistance fromother members of management,have reviewed the effectiveness of our disclosure controls an
238、d procedures as of May 12,2024,and,based ontheir evaluation,have concluded the disclosure controls and procedures were effective as of such date.Changes in Internal Control over Financial ReportingThere have been no changes in our internal control over financial reporting(as defined in Rules 13a-15(
239、f)or 15d-15(f)of the Exchange Act)thatoccurred during the third quarter of fiscal 2024 that have materially affected,or are reasonably likely to materially affect,the Companys internalcontrol over financial reporting.PART IIOTHER INFORMATIONItem 1Legal ProceedingsSee discussion of Legal Proceedings
240、in Note 8 to the condensed consolidated financial statements included in Part I,Item 1 of this Report.Item 1ARisk FactorsIn addition to the other information set forth in the Quarterly Report on Form 10-Q,you should carefully consider the factors discussed in Part I,Item 1A,“Risk Factors”in our Annu
241、al Report on Form 10-K,for the fiscal year ended September 3,2023.There have been no material changesin our risk factors from those disclosed in our Annual Report on Form 10-K.Item 2Unregistered Sales of Equity Securities and Use of ProceedsThe following table sets forth information on our common st
242、ock repurchase program activity for the third quarter of 2024(amounts in millions,except share and per share data):PeriodTotal Number ofSharesPurchasedAverage PricePaid Per ShareTotal Number of SharesPurchased as Part ofPublicly AnnouncedProgramsMaximum Dollar Value ofShares that May Yet bePurchased
243、 Under theProgramsFebruary 19,2024 March 17,202472,000$742.12 72,000$3,188 March 18,2024 April 14,202473,000 724.97 73,000 3,135 April 15,2024 May 12,202476,000 732.82 76,000 3,079 Total third quarter221,000$733.23 221,000 _(1)Our share repurchase program is conducted under a$4,000 authorization app
244、roved by our Board of Directors in January 2023,which expires in January 2027.Item 3Defaults Upon Senior SecuritiesNone.(1)(1)27Table of ContentsItem 4Mine Safety DisclosuresNot applicable.Item 5Other InformationNone.Item 6ExhibitsThe following exhibits are filed as part of this Quarterly Report on
245、Form 10-Q or are incorporated herein by reference.Incorporated by ReferenceExhibitNumberExhibit DescriptionFiledHerewithFormPeriod EndingFiling Date3.1Articles of Incorporation as amended of CostcoWholesale Corporation10-K8/28/202210/5/20223.2Bylaws as amended of Costco Wholesale Corporation8-K8/10/
246、202331.1Rule 13(a)14(a)Certificationsx32.1Section 1350 Certificationsx101.INSInline XBRL Instance Documentx101.SCHInline XBRL Taxonomy Extension Schema Documentx101.CALInline XBRL Taxonomy Extension Calculation LinkbaseDocumentx101.DEFInline XBRL Taxonomy Extension Definition LinkbaseDocumentx101.LA
247、BInline XBRL Taxonomy Extension Label LinkbaseDocumentx101.PREInline XBRL Taxonomy Extension Presentation LinkbaseDocumentx104Cover Page Interactive Data File(formatted as inlineXBRL and contained in Exhibit 101)x28Table of ContentsSIGNATURESPursuant to the requirements of the Securities Exchange Ac
248、t of 1934,the registrant has duly caused this Report to be signed on its behalf by theundersigned,thereunto duly authorized.COSTCO WHOLESALE CORPORATION(Registrant)June 5,2024By/s/RON M.VACHRISDateRon M.VachrisChief Executive Officer,President and DirectorJune 5,2024By/s/GARY MILLERCHIPDateGary Mill
249、erchipExecutive Vice President and Chief Financial Officer29Exhibit 31.1CERTIFICATIONSI,Ron M.Vachris,certify that: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 mat
250、erial fact or omit to state a material fact necessary tomake the statements made,in light of the circumstances under which such statements were made,not misleading with respect to theperiod covered by this report;3)Based on my knowledge,the financial statements,and other financial information includ
251、ed in this report,fairly present in all materialrespects the financial condition,results of operations and cash flows of the registrant as of,and for,the periods presented in this report;4)The registrants other certifying officer(s)and I are responsible for establishing and maintaining disclosure co
252、ntrols and procedures(asdefined in Exchange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules13a-15(f)and 15d-15(f)for the registrant and have:a)Designed such disclosure controls and procedures,or caused such disclosure controls and proced
253、ures to be designed underour supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is madeknown to us by others within those entities,particularly during the period in which this report is being prepared;b)Designed such internal control ov
254、er financial reporting,or caused such internal control over financial reporting to be designedunder our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted
255、accounting principles;c)Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based onsuch evaluation;andd)Disc
256、losed in this report any change in the registrants internal control over financial reporting that occurred during the registrantsmost recent fiscal quarter(the registrants fourth fiscal quarter in the case of an annual report)that has materially affected,or isreasonably likely to materially affect,t
257、he registrants internal control over financial reporting;and5)The registrants other certifying officer(s)and I have disclosed,based on our most recent evaluation of internal control over financialreporting,to the registrants auditors and the audit committee of the registrants board of directors(or p
258、ersons performing the equivalentfunctions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrants ability to record,process,summarize and report financial informatio
259、n;andb)Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrantsinternal control over financial reporting.June 5,2024/s/RON M.VACHRISRon M.VachrisChief Executive Officer,President and DirectorCERTIFICATIONSI,Gary Millerchip,certify t
260、hat: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 tomake the statements made,in light of the circumstances
261、under which such statements were made,not misleading with respect to theperiod covered by this report;3)Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in all materialrespects the financial condition,results of operations and cash
262、 flows of the registrant as of,and for,the periods presented in this report;4)The registrants other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures(asdefined in Exchange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial
263、 reporting(as defined in Exchange Act Rules13a-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 underour supervision,to ensure that material information relating to the registrant,includi
264、ng its consolidated subsidiaries,is madeknown 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 designedunder our supervi
265、sion,to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrants disclosure controls and procedures and p
266、resented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based onsuch evaluation;andd)Disclosed in this report any change in the registrants internal control over financial reporting that occurred duri
267、ng the registrantsmost recent fiscal quarter(the registrants fourth fiscal quarter in the case of an annual report)that has materially affected,or isreasonably likely to materially affect,the registrants internal control over financial reporting;and5)The registrants other certifying officer(s)and I
268、have disclosed,based on our most recent evaluation of internal control over financialreporting,to the registrants auditors and the audit committee of the registrants board of directors(or persons performing the equivalentfunctions):a)All significant deficiencies and material weaknesses in the design
269、 or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrants ability to record,process,summarize and report financial information;andb)Any fraud,whether or not material,that involves management or other employees who have a significant rol
270、e in the registrantsinternal control over financial reporting.June 5,2024/s/GARY MILLERCHIPGary MillerchipExecutive Vice President and Chief Financial OfficerExhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C.SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection wi
271、th the Quarterly Report of Costco Wholesale Corporation(the Company)on Form 10-Q for the quarter ended May 12,2024,asfiled with the Securities and Exchange Commission(the Report),I,Ron M.Vachris,Chief Executive Officer,President and Director of theCompany,certify,pursuant to 18 U.S.C.Section 1350,as
272、 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,that:(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
273、 results of operations of theCompany./s/RON M.VACHRIS Date:June 5,2024Ron M.Vachris Chief Executive Officer,President and Director A signed original of this written statement has been provided to and will be retained by Costco Wholesale Corporation and furnished to theSecurities and Exchange Commiss
274、ion or its staff upon request.CERTIFICATION PURSUANT TO18 U.S.C.SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Quarterly Report of Costco Wholesale Corporation(the Company)on Form 10-Q for the quarter ended May 12,2024,asfiled with the Securiti
275、es and Exchange Commission(the Report),I,Gary Millerchip,Executive Vice President and Chief Financial Officer of theCompany,certify,pursuant to 18 U.S.C.Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,that:(1)The Report fully complies with the requirements of Sectio
276、n 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 theCompany./s/GARY MILLERCHIP Date:June 5,2024Gary Millerchip Executive Vice President and Chief Financial Officer A signed original of this written statement has been provided to and will be retained by Costco Wholesale Corporation and furnished to theSecurities and Exchange Commission or its staff upon request.