Costco Wholesale Corp /New 8-K, filed Mar 5, 2026
Costco Wholesale Corp /New (COST)
8-K
2026-03-05
For: 2026-03-05
View Original
Added on
April 02, 2026
About this 8-K
Costco Wholesale Corp /New filed this 8-K on March 5, 2026.
Items reported
- Item 2.02: Financial results
- 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): March 5, 2026
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 March 5, 2026, the Company issued a press release containing its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2026, ended February 15, 2026, and sales results for the four weeks ended March 1, 2026. A copy of the press release is attached as Exhibit 99.1. In addition, a copy of the Company's earnings release supplement for the second quarter of fiscal 2026 is attached as Exhibit 99.2.
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: March 5, 2026 | By: | /s/ Gary Millerchip | |||||||||
| Gary Millerchip | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
Press Release
COSTCO WHOLESALE CORPORATION REPORTS SECOND QUARTER AND YEAR-TO-DATE OPERATING RESULTS FOR FISCAL 2026 AND FEBRUARY SALES RESULTS
ISSAQUAH, Wash., March 5, 2026 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the second quarter (twelve weeks) and the first 24 weeks of fiscal 2026, ended February 15, 2026.
Net sales for the quarter increased 9.1 percent, to $68.24 billion, from $62.53 billion last year. Net sales for the first 24 weeks increased 8.7 percent, to $134.22 billion, from $123.52 billion last year.
Comparable sales for the second quarter and first 24 weeks of fiscal 2026 were as follows:
| 12 Weeks | 12 Weeks | 24 Weeks | 24 Weeks | ||||||||||||||||||||
| Adjusted* | Adjusted* | ||||||||||||||||||||||
| U.S. | 5.9% | 6.4% | 5.9% | 6.1% | |||||||||||||||||||
| Canada | 10.1% | 7.6% | 8.3% | 8.3% | |||||||||||||||||||
| Other International | 13.0% | 7.1% | 11.0% | 7.0% | |||||||||||||||||||
| Total Company | 7.4% | 6.7% | 6.9% | 6.5% | |||||||||||||||||||
| Digitally-Enabled | 22.6% | 21.7% | 21.6% | 21.2% | |||||||||||||||||||
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $2,035 million, $4.58 per diluted share, compared to $1,788 million, $4.02 per diluted share, last year. Net income for the first 24 weeks was $4.04 billion, $9.08 per diluted share, compared to $3.59 billion, $8.06 per diluted share, last year.
For the four-week reporting month of February, ended March 1, 2026, the Company reported net sales of $21.69 billion, an increase of 9.5 percent from $19.81 billion last year. Net sales for the first 26 weeks were $144.85 billion, an increase of 8.6 percent from $133.36 billion last year.
Comparable sales for the February and year-to-date periods ended March 1, 2026, were as follows:
| 4 Weeks | 4 Weeks | 26 Weeks | 26 Weeks | ||||||||||||||||||||
| Adjusted* | Adjusted* | ||||||||||||||||||||||
| U.S. | 5.2% | 6.0% | 5.8% | 6.1% | |||||||||||||||||||
| Canada | 12.8% | 9.3% | 8.5% | 8.2% | |||||||||||||||||||
| Other International | 17.9% | 10.9% | 10.7% | 6.6% | |||||||||||||||||||
| Total Company | 7.9% | 7.0% | 6.8% | 6.4% | |||||||||||||||||||
| Digitally-Enabled | 21.8% | 20.8% | 21.8% | 21.3% | |||||||||||||||||||
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Lunar and Chinese New Years occurred on February 17, 19 days later this year. The shift positively impacted February Other International and Total Company sales by approximately 4.0% and 0.5%, respectively.
Press Release
Costco currently operates 924 warehouses, including 634 in the United States and Puerto Rico, 114 in Canada, 42 in Mexico, 37 in Japan, 29 in the United Kingdom, 20 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, three in France, two in Sweden, and one each in Iceland, and New Zealand. 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, March 5, 2026, and is available via a webcast on investor.costco.com (click on “Events & Presentations”).
Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.
CONTACTS: Costco Wholesale Corporation
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305
COST-Earn
COST-Sales
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share data) (unaudited)
| 12 Weeks Ended | 24 Weeks Ended | ||||||||||||||||||||||
| February 15, 2026 | February 16, 2025 | February 15, 2026 | February 16, 2025 | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Net sales | $ | 68,242 | $ | 62,530 | $ | 134,220 | $ | 123,515 | |||||||||||||||
| Membership fees | 1,355 | 1,193 | 2,684 | 2,359 | |||||||||||||||||||
| Total revenue | 69,597 | 63,723 | 136,904 | 125,874 | |||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
| Merchandise costs | 60,719 | 55,744 | 119,229 | 109,853 | |||||||||||||||||||
| Selling, general and administrative | 6,272 | 5,663 | 12,606 | 11,509 | |||||||||||||||||||
| Operating income | 2,606 | 2,316 | 5,069 | 4,512 | |||||||||||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||||||||||||||
| Interest expense | (33) | (36) | (68) | (73) | |||||||||||||||||||
| Interest income and other, net | 148 | 142 | 303 | 289 | |||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 2,721 | 2,422 | 5,304 | 4,728 | |||||||||||||||||||
| Provision for income taxes | 686 | 634 | 1,268 | 1,142 | |||||||||||||||||||
| NET INCOME | $ | 2,035 | $ | 1,788 | $ | 4,036 | $ | 3,586 | |||||||||||||||
| NET INCOME PER COMMON SHARE: | |||||||||||||||||||||||
| Basic | $ | 4.58 | $ | 4.03 | $ | 9.09 | $ | 8.08 | |||||||||||||||
| Diluted | $ | 4.58 | $ | 4.02 | $ | 9.08 | $ | 8.06 | |||||||||||||||
| Shares used in calculation (000s): | |||||||||||||||||||||||
| Basic | 443,946 | 443,982 | 443,954 | 443,985 | |||||||||||||||||||
| Diluted | 444,420 | 444,886 | 444,468 | 444,888 | |||||||||||||||||||
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in millions, except par value and share data) (unaudited)
Subject to Reclassification
| February 15, 2026 | August 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | 17,383 | $ | 14,161 | |||||||
| Short-term investments | 857 | 1,123 | |||||||||
| Receivables, net | 3,782 | 3,203 | |||||||||
| Merchandise inventories | 18,991 | 18,116 | |||||||||
| Other current assets | 2,120 | 1,777 | |||||||||
| Total current assets | 43,133 | 38,380 | |||||||||
| OTHER ASSETS | |||||||||||
| Property and equipment, net | 33,645 | 31,909 | |||||||||
| Operating lease right-of-use assets | 2,759 | 2,725 | |||||||||
| Other long-term assets | 4,102 | 4,085 | |||||||||
| TOTAL ASSETS | $ | 83,639 | $ | 77,099 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | 20,647 | $ | 19,783 | |||||||
| Accrued salaries and benefits | 5,635 | 5,205 | |||||||||
| Accrued member rewards | 2,833 | 2,677 | |||||||||
| Deferred membership fees | 3,126 | 2,854 | |||||||||
| Other current liabilities | 8,522 | 6,589 | |||||||||
| Total current liabilities | 40,763 | 37,108 | |||||||||
| OTHER LIABILITIES | |||||||||||
| Long-term debt, excluding current portion | 5,688 | 5,713 | |||||||||
| Long-term operating lease liabilities | 2,477 | 2,460 | |||||||||
| Other long-term liabilities | 2,624 | 2,654 | |||||||||
| TOTAL LIABILITIES | 51,552 | 47,935 | |||||||||
| 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; 443,692,000 and 443,237,000 shares issued and outstanding | 2 | 2 | |||||||||
| Additional paid-in capital | 8,570 | 8,282 | |||||||||
| Accumulated other comprehensive loss | (1,606) | (1,770) | |||||||||
| Retained earnings | 25,121 | 22,650 | |||||||||
| TOTAL EQUITY | 32,087 | 29,164 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 83,639 | $ | 77,099 | |||||||
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions) (unaudited)
Subject to Reclassification
| 24 Weeks Ended | |||||||||||
| February 15, 2026 | February 16, 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | 4,036 | $ | 3,586 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 1,194 | 1,100 | |||||||||
| Non-cash lease expense | 149 | 137 | |||||||||
| Stock-based compensation | 652 | 614 | |||||||||
| Other non-cash operating activities, net | 66 | (79) | |||||||||
Changes in working capital | 1,587 | 650 | |||||||||
| Net cash provided by operating activities | 7,684 | 6,008 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Additions to property and equipment | (2,815) | (2,401) | |||||||||
| Purchases of short-term investments | (250) | (345) | |||||||||
| Maturities of short-term investments | 510 | 752 | |||||||||
| Other investing activities, net | (13) | (13) | |||||||||
| Net cash used in investing activities | (2,568) | (2,007) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Repayments of short-term borrowings | (65) | (389) | |||||||||
| Proceeds from short-term borrowings | 136 | 370 | |||||||||
| Tax withholdings on stock-based awards | (358) | (390) | |||||||||
| Repurchases of common stock | (419) | (412) | |||||||||
| Cash dividend payments | (1,154) | (515) | |||||||||
| Financing lease payments and other financing activities, net | (37) | (98) | |||||||||
| Net cash used in financing activities | (1,897) | (1,434) | |||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 3 | (117) | |||||||||
| Net change in cash and cash equivalents | 3,222 | 2,450 | |||||||||
| CASH AND CASH EQUIVALENTS BEGINNING OF YEAR | 14,161 | 9,906 | |||||||||
| CASH AND CASH EQUIVALENTS END OF PERIOD | $ | 17,383 | $ | 12,356 | |||||||
2nd Quarter FY 2026 Supplemental Information 1 Exhibit 99.2
$68.2B Net Sales +9.1% Growth +7.4% Comparable Sales +6.7% Adjusted Comparable Sales1 +3.1% Comparable Traffic +22.6% Digitally-Enabled Comparable Sales +21.7% Adjusted Digitally-Enabled Comparable Sales2 Q2 Highlights - Sales 1 - Excluding impacts from changes in gasoline prices and foreign exchange 2 - Excluding impacts from changes in foreign exchange rates 2 +4.2% Comparable Ticket +3.5% Adjusted Comparable Ticket1
Q2 Highlights – Sales - Segment Reporting 1 - Excluding impacts from changes in gasoline prices and foreign exchange Comp Sales US Canada Other International Total Company Sales +5.9% +10.1% +13.0% +7.4% Ticket +3.4% +5.5% +8.0% +4.2% Traffic +2.4% +4.3% +4.6% +3.1% 3 Adjusted Comp Sales1 US Canada Other International Total Company Sales +6.4% +7.6% +7.1% +6.7% Ticket +3.9% +3.1% +2.4% +3.5% Traffic +2.4% +4.3% +4.6% +3.1%
Q2 Highlights - Financial Performance Gross Margin 11.02% +17 bps vs. Q2 FY’25 +11 bps ex. gas impact SG&A 9.19% -13 bps vs. Q2 FY’25 -8 bps ex. gas impact 4 1 - Excluding the impacts from changes in gasoline prices 2 - Non-recurring legal settlement received in Q2 3 - Increase in general liability reserve to reflect expected future costs for prior year claims not yet settled Reported Ex Gas1 Reported Ex Gas1 Core -3bps -7bps Ops -2bps +2bps Other Bus +19bps +17bps Central -4bps -3bps LIFO -4bps -4bps Equity Comp 0bps 0bps Other2 +5bps +5bps Preopening -1bp -1bp Total +17bps +11bps Other3 -6bps -6bps Core on Core Sales: +22bps Total -13bps -8bps + Favorable/lower, - Unfavorable/higher Diluted EPS $4.58 +13.9% Growth Net Income $2.04B +13.8% Growth
+13.6% Membership Income Growth +12.2% Membership Income Growth ex-FX 89.7% Worldwide Membership Renewal Rate 92.1% US/CN Renewal Rate 82.1MM Paid Memberships +4.8% Growth 147.2MM Total Cardholders +4.7% Growth 40.4MM Executive Memberships 75.8% Penetration of Sales to Executive Members Q2 Highlights - Membership 5
+22.6% Digitally-Enabled Comparable Sales 1 – Digitally-Enabled Comparable Sales excluding impacts from FX +21.7% Adjusted Digitally-Enabled Comparable Sales1 Top Sales Categories: - Gold/Jewelry - Toys - Small Electrics - Housewares - Pharmacy Digital Metrics: - Total App visits: +63% - Ecommerce Site Traffic: +32% - Ecommerce Average Order Value: +15% Digital Enhancements: - Expansion of carousels for personalized shopping experience - Additional personalized marketing based on browsing history - Modernized product display pages Q2 Highlights - Digital 6
Q2 Highlights - Warehouse Expansion West Roseville, CA: 1/23/26 7 East Gwillimbury, ON (Business Center): 12/6/25 FY’25 End FY’26 Q1 FY’26 Q2 Rest of FY (Estimated) FY’26 End (Estimated) US 629 4 1 15 649 Canada 110 2 2 1 115 Other International 175 1 - 2 178 Total 914 7 3 18 942
Q2 Highlights - New Member Values KS ABF Blackened Salmon KS Double Chocolate Mint Sundae 8 KS Butter From $13.89 to $8.49* KS Org Coconut Water 330mL From $12.79 to $10.99 KS Women’s Ottoman Full Zip KS Crispy Wings KS 3Ply Facial Tissue From $16.49 to $15.99 KS Organic Seaweed From $10.99 to $9.99 New Items Lowering Everyday Low Prices * Prices shown reflect change from Q1 end to Q2 end
Safe Harbor Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public- health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP. 9