QUARTERLY REPORT · FORM 10-Q 

Costco Wholesale Corp /new,
Fiscal Year 2026 Q3.

Despite achieving strong sales growth, driven by new warehouse openings and operational efficiencies, a company is facing structural challenges that are testing its long-term strategic focus. Declines in gross margin percentage within core categories, coupled with significant vulnerability to rising input costs and macroeconomic instability, highlight the difficulty of maintaining competitive value amid external pressures. The firm is navigating this environment by committing to substantial capital investments in its membership model while managing the inherent trade-offs of rapid expansion.

Accession 0000909832-26-000051 5 sections analysed
  SYMBOLOGY.ONLINE l2 SYNTHESIS 

COST · Form 10-Q Synthesis

Strategic Focus on Member Value Amid External Pressures

The company maintains a clear, long-term strategic philosophy centered on providing competitive value to its members rather than prioritizing short-term profit maximization. While operational execution has driven strong sales growth and improved efficiency, the business faces structural vulnerabilities related to rising input costs, expansion dynamics, and macroeconomic instability.

Operational Performance and Execution

The company delivered strong sales growth in the third quarter of 2026, with net sales increasing by 12%. This growth was supported by comparable sales increases and the successful opening of 23 net new warehouses since the end of Q3 2025.

Efficiency Gains and Margin Pressures
  • Operational Strength: Management has successfully driven operational efficiency, evidenced by decreases in SG&A expenses as a percentage of net sales year-to-date. Furthermore, improved inventory management—achieved through faster inventory turns and better supplier terms—increased net cash provided by operating activities.
  • Core Category Challenges: Despite overall positive results, execution challenges exist in core merchandise categories. Gross margin percentage decreased nine basis points when measured against core sales, primarily due to pressures within fresh foods and foods and sundries.

Strategic Posture and Growth Outlook

The company's strategy is defined by consistent capital investment aimed at reinforcing the membership model and expanding its network.

Long-Term Investment Roadmap

The core business philosophy emphasizes maintaining a perception of "pricing authority" among members. The capital expenditure roadmap is clearly defined, targeting approximately $6,500 in fiscal 2026 to fund new warehouse openings, remodels, depot network expansion, and digital business development. The membership format is viewed as integral to both profitability and member loyalty.

Expansion Trade-offs

Management is transparent about the inherent trade-offs of expansion. New warehouse openings are noted to have lower initial operating profitability compared to existing locations, and the process can lead to cannibalization of sales in existing markets. The success of the strategy relies heavily on achieving target growth rates for membership and renewals, which can be adversely impacted by expansion dynamics.

Key Risks and Management Awareness

Management demonstrates high transparency regarding external constraints, acknowledging that key performance indicators are subject to factors outside the company’s control.

Macroeconomic Vulnerabilities

The primary risks identified are broad and structural: domestic and international economic conditions, geopolitical conflicts (including tariffs), and inflation. The company acknowledges a structural vulnerability to rising input costs, particularly in healthcare and utility expenses, which cannot be fully mitigated internally.

Mitigation Strategies

The company maintains strong liquidity through operational cash flows and significant borrowing capacity. To adapt to economic changes, the firm has utilized adjustments to its pricing structure and merchandise mix, including increasing private-label penetration and enhancing online offerings. However, the MD&A notes that while risks are comprehensively identified, specific mitigation strategies for every potential risk (e.g., data breaches) rely on general statements of adaptation rather than detailed plans.

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  SYMBOLOGY.ONLINE · text diffs 

What's changed since the last filing.

In the Management Discussion:

escalated

Overall gross margin percentage decreased by 21 basis points in the quarter, driven primarily by a shift in core merchandise categories which moved from increasing 22 basis points to decreasing nine basis points due to pressure from foods and sundries and fresh foods. Additionally, the quarterly results introduced a positive impact of two basis points from the absence of a charge related to increased employee vacation, and warehouse ancillary businesses now include e-commerce as a primary driver.
§7.12 Open

In the Management Discussion:

escalated

Net sales disclosures were expanded to include specific positive impacts from higher gasoline prices ($1,367) and foreign currency changes ($643), while the calculation for gross margin shifted from excluding gasoline price deflation to excluding inflation.
§7.3 Open

In the Management Discussion:

escalated

The reported net cash provided by operating activities increased from $7,684 to $11,133 (based on respective time periods), and the disclosure was expanded to explain this increase as being primarily due to higher operating income and reduced net investment in merchandise inventories, which resulted from faster inventory turns and improved payment terms with suppliers.
§7.24 Open

In the Management Discussion:

escalated

The description of cash flow uses expanded to include repayments of short-term borrowings and long-term debt, while the current period also introduced a new disclosure noting that proceeds from short-term borrowings were included as a source of financing cash flow.
§7.27 Open

In the Management Discussion:

reworded

The disclosure regarding gasoline pricing reversed, shifting from lower prices negatively impacting net sales to higher prices positively contributing to net sales; furthermore, the volume of gasoline sold increased substantially from approximately 4% to 10% and 6%.
§7.8 Open

In the Management Discussion:

reworded

Quarterly SG&A expenses reversed direction, decreasing by 20 basis points compared to the prior period's increase of 13 basis points, with segment performance shifting from being higher in all segments to being lower in the U.S. and higher in Canadian and Other International segments. Year-to-date results also shifted from an increase of seven basis points to a decrease of three basis points, partially due to the absence of a one-time charge related to increased employee vacation.
§7.15 Open
  FILING HISTORY 

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FY2021
FY2022
FY2023
FY2024
FY2025
FY2026
  DOCUMENTS 

5 filing documents, in order.

§1
Market Risk
§2
Legal Proceedings
§3
Controls & Procedures
§4
Management Discussion
§5
Risk Factors
  symbology.online · text diffs 

Side-by-side against the prior Management Discussion.

Management Discussion

19 changes
escalated Quarterly Results Overall gross margin percentage decreased by 21 basis points in the quarter, driven primarily by a shift in core merchandise categories which moved from increasing 22 basis points to decreasing nine basis points due to pressure from foods and sundries and fresh foods. Additionally, the quarterly results introduced a positive impact of two basis points from the absence of a charge related to increased employee vacation, and warehouse ancillary businesses now include e-commerce as a primary driver.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Year-to-date Results Gross margin as a percentage of net sales increased by 11 basis points. Excluding the impact of gasoline price deflation on net sales, gross margin percentage was 11.13%, an increase of seven basis points. The increase was positively impacted by 12 basis points in our warehouse ancillary and other businesses, primarily gasoline and pharmacy, and two basis points from a non-recurring legal settlement. Gross margin percentage was negatively impacted by four basis points in our core merchandise categories, primarily due to our co-branded credit card program and 2% rewards, partially offset by increases in non-foods, fresh foods, and foods and sundries. A LIFO charge in the first half of 2026 compared to a benefit in the first half of 2025 also negatively impacted gross margin by three basis points. Changes in foreign currencies relative to the U.S. dollar positively impacted gross margin by approximately $101, compared to the first half of 2025, attributable to Other International and Canadian operations. The gross margin in core merchandise categories, when expressed as a percentage of core merchandise sales (rather than total net sales), increased 26 basis points. The increase was across all categories. Segment gross margin percentage increased in all segments. Our U.S. segment performed similarly to the consolidated results above. Our Canadian segment gross margin percentage increased, primarily due to increases in warehouse ancillary and other businesses, partially offset by decreases in core merchandise categories. Gross margin increased in our Other International segment, primarily due to increases in warehouse ancillary and other businesses and core merchandise categories.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Gross margin$7,635 $6,969 $22,626$20,631 Gross margin percentage 11.04 %11.25 %11.13 %11.12 % Quarterly Results Gross margin as a percentage of net sales decreased by 21 basis points. Excluding the impact of gasoline price inflation on net sales, gross margin percentage was 11.26%, an increase of one basis point. The increase was positively impacted by 14 basis points in our warehouse ancillary and other businesses, primarily pharmacy and e-commerce. A smaller LIFO charge in the third quarter of 2026 compared to the third quarter of 2025 positively impacted gross margin by 14 basis points. The absence of a charge this quarter related to a one-time expense for increased employee vacation positively impacted gross margin by two basis points. Gross margin percentage was negatively impacted by 29 basis points in our core merchandise categories, primarily due to foods and sundries and fresh foods, partially offset by our co-branded credit card program and non-foods. Changes in foreign currencies relative to the U.S. dollar positively impacted gross margin by approximately $69, compared to the third quarter of 2025, attributable to our Other International and Canadian operations. 22 The gross margin in core merchandise categories, when expressed as a percentage of core merchandise sales (rather than total net sales), decreased nine basis points. The decrease was primarily due to fresh foods and foods and sundries, partially offset by non-foods. This measure eliminates the impact of changes in sales penetration and gross margin from our warehouse ancillary and other businesses. Gross margin percentage on a segment basis, when expressed as a percentage of the segment's own sales and excluding the impact of changes in gasoline prices on net sales (segment gross margin percentage), decreased in our U.S. segment. The decrease was primarily due to a negative impact from core merchandise categories, partially offset by increases in warehouse ancillary and other businesses, a smaller LIFO charge and the absence of a charge related to a one-time expense for increased employee vacation. Our Canadian segment gross margin percentage increased, primarily due to increases in warehouse ancillary and other businesses, partially offset by decreases in core merchandise categories. Gross margin increased in our Other International segment, primarily due to increases in core merchandise categories.

escalated Cash Flows from Operating Activities The reported net cash provided by operating activities increased from $7,684 to $11,133 (based on respective time periods), and the disclosure was expanded to explain this increase as being primarily due to higher operating income and reduced net investment in merchandise inventories, which resulted from faster inventory turns and improved payment terms with suppliers.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Cash Flows from Operating Activities Net cash provided by operating activities totaled $7,684 in the first half of 2026, compared to $6,008 in the first half of 2025. Our cash flow provided by operations is primarily from net sales and membership fees. Cash flow used in operations generally consists of payments to suppliers, warehouse operating costs, including wages and employee benefits, utilities, credit and debit card processing fees, and operating leases. Cash used in operations also includes payments for income taxes. Changes in our net investment in merchandise inventories (the difference between merchandise inventories and accounts payable) is impacted by several factors, including inventory levels and turnover, payment terms with suppliers, and early payments to obtain discounts.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Cash Flows from Operating Activities Our cash flow provided by operations is primarily from net sales and membership fees. Cash flow used in operations generally consists of payments to suppliers, warehouse operating costs, including wages and employee benefits, utilities, credit and debit card processing fees, and operating leases. Cash used in operations also includes payments for income taxes. Changes in our net investment in merchandise inventories (the difference between merchandise inventories and accounts payable) is impacted by several factors, including inventory levels and turnover, payment terms with suppliers, and early payments to obtain discounts. Net cash provided by operating activities totaled $11,133 in the first thirty-six weeks of 2026, compared to $9,468 in the first thirty-six weeks of 2025. The increase was primarily due to higher cash flow provided from operating income, as well as reduced net investment in merchandise inventories. The latter was a result of faster inventory turns and improved payment terms with suppliers.

escalated Cash Flows from Financing Activities The description of cash flow uses expanded to include repayments of short-term borrowings and long-term debt, while the current period also introduced a new disclosure noting that proceeds from short-term borrowings were included as a source of financing cash flow.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Cash Flows from Financing Activities Net cash used in financing activities totaled $1,897 in the first half of 2026, compared to $1,434 in the first half of 2025. Cash flow used in financing activities during the first half of 2026 was primarily related to the payment of dividends, repurchases of common stock, and withholding taxes on stock-based awards.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Cash Flows from Financing Activities Net cash used in financing activities totaled $2,175 in the first thirty-six weeks of 2026, compared to $2,182 in the first thirty-six weeks of 2025. Cash flow used in financing activities during the first thirty-six weeks of 2026 was primarily related to the payment of dividends, repurchases of common stock, repayments of short-term borrowings, withholding taxes on stock-based awards, and repayments of long-term debt. Cash flow provided by financing activities included proceeds from short-term borrowings.

escalated Highlights for the third quarter of 2026 versus 2025 include: Net sales disclosures were expanded to include specific positive impacts from higher gasoline prices ($1,367) and foreign currency changes ($643), while the calculation for gross margin shifted from excluding gasoline price deflation to excluding inflation.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Highlights for the second quarter of 2026 versus 2025 include: •We opened four new warehouses, including one relocation, for a total of three net new warehouses: one in the U.S. and two in our Canadian segment, compared to one new warehouse in the U.S.; •Net sales increased 9% to $68,242, driven by an increase in comparable sales and sales at 27 net new warehouses opened since the end of the second quarter of 2025; •Membership fee revenue increased 14% to $1,355, primarily driven by new member sign-ups and membership fee increases; 20 •Gross margin as a percentage of net sales and excluding the impact of gasoline price deflation increased 11 basis points; •SG&A expenses as a percentage of net sales and excluding the impact of gasoline price deflation increased eight basis points; •The effective tax rate was 25.2%, compared to 26.2%;

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Highlights for the third quarter of 2026 versus 2025 include: •We opened four new warehouses: three in the U.S. and one in Canada, compared to nine new warehouses, including one relocation; •Net sales increased 12% to $69,154, driven by an increase in comparable sales and sales at 23 net new warehouses opened since the end of the third quarter of 2025; •Higher gasoline prices positively impacted net sales by $1,367, or 221 basis points, and changes in foreign currencies positively impacted net sales by approximately $643, or 104 basis points; 20 •Membership fee revenue increased 11% to $1,373, primarily driven by new member sign-ups, membership fee increases, and upgrades to Executive Membership; •Gross margin as a percentage of net sales and excluding the impact of gasoline price inflation increased one basis point; •SG&A expenses as a percentage of net sales and excluding the impact of gasoline price inflation decreased two basis points; •The effective tax rate was 25.4%, compared to 26.2%;

reworded Total cardholders (000s)148,500 142,800 - -

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Total paid members (000s)82,100 78,400 - - Total cardholders (000s)147,200 140,600 - - Membership fee revenue increased 14% in the second quarter and first half of 2026, driven by new member sign-ups and membership fee increases. At the end of the second quarter of 2026, our renewal rates were 92.1% in the U.S. and Canada and 89.7% worldwide. Renewal rates were negatively impacted by a higher number of memberships sold online, including through digital promotions, entering the renewal rate calculation. These memberships renew at a slightly lower rate on average. As previously reported, we increased our annual membership fees in the U.S. and Canada, effective September 1, 2024. We account for membership fee revenue on a deferred basis, recognized ratably over the one-year membership period. The fee income increase accounted for approximately 35% and 40% of membership income growth during the second quarter and first half of 2026.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Total cardholders (000s)148,500 142,800 - - Membership fee revenue increased 11% and 13% in the third quarter and first thirty-six weeks of 2026, driven by new member sign-ups, membership fee increases and upgrades to Executive Membership. At the end of the third quarter of 2026, our renewal rates were 92.2% in the U.S. and Canada and 89.7% worldwide. Renewal rates were negatively impacted by a higher number of memberships sold online, including through digital promotions, entering the renewal rate calculation. These memberships renew at a slightly lower rate on average. As previously reported, we increased our annual membership fees in the U.S. and Canada, effective September 1, 2024. We account for membership fee revenue on a deferred basis, recognized ratably over the one-year membership period. The fee income increase accounted for approximately 25% and 35% of membership income growth during the third quarter and first thirty-six weeks of 2026.

reworded Quarterly Results Quarterly SG&A expenses reversed direction, decreasing by 20 basis points compared to the prior period's increase of 13 basis points, with segment performance shifting from being higher in all segments to being lower in the U.S. and higher in Canadian and Other International segments. Year-to-date results also shifted from an increase of seven basis points to a decrease of three basis points, partially due to the absence of a one-time charge related to increased employee vacation.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Year-to-date Results SG&A expenses as a percentage of net sales increased by seven basis points. SG&A expenses as a percentage of net sales excluding the impact of gasoline price deflation was 9.36%, an increase of four basis points. Compared to last year, results were negatively impacted by three basis points attributable to self-insured general liability claims expense and two basis points due to a charge related to a tax assessment for prior years. Preopening costs were higher by one basis point. Warehouse operations and other businesses and stock compensation favorably impacted results by one basis point each. Changes in foreign currencies relative to the U.S. dollar increased SG&A expenses by approximately $65 compared to the first half of 2025, attributable to our Other International and Canadian operations. SG&A expenses as a percentage of net sales were higher in our U.S. segment, flat in our Canadian segment, and lower in our Other International segment.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

SG&A expenses as a percentage of net sales8.96 %9.16 %9.24 %9.27 % Quarterly Results SG&A expenses as a percentage of net sales decreased by 20 basis points. SG&A expenses as a percentage of net sales excluding the impact of gasoline price inflation was 9.14%, a decrease of two basis points. Compared to last year, results were favorably impacted by five basis points attributable to the absence of a charge related to a one-time expense for increased employee vacation and one basis point from central operating costs. SG&A was negatively impacted by three basis points attributable to warehouse operations and other businesses. Stock compensation was higher by one basis point. Changes in foreign currencies relative to the U.S. dollar increased SG&A expenses by approximately $48 23 compared to the third quarter of 2025, attributable to our Other International and Canadian operations. SG&A expenses as a percentage of net sales was lower in our U.S. segment and higher in our Canadian and Other International segments.

reworded Interest expense is primarily related to Senior Notes and financing leases.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Interest Expense 12 Weeks Ended24 Weeks Ended February 15,2026February 16,2025February 15,2026February 16,2025 Interest expense$33 $36 $68 $73 Interest expense is primarily related to Senior Notes and financing leases.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Interest Expense 12 Weeks Ended36 Weeks Ended May 10,2026May 11,2025May 10,2026May 11,2025 Interest expense$32 $35 $100 $108 Interest expense is primarily related to Senior Notes and financing leases.

reworded Interest income and other, net$155 $85 $458 $374

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Foreign-currency transaction gains (losses), net (4)23 21 66 Other, net12 10 20 18 Interest income and other, net$148 $142 $303 $289 The increase in interest income in the second quarter and first half of 2026 was due to higher cash balances, partially offset by lower interest rates. Foreign-currency transaction gains (losses), net, include revaluation or settlement of monetary assets and liabilities by our Canadian and Other International operations and mark-to-market adjustments for forward foreign-exchange contracts. See Derivatives and Foreign Currency sections in Item 8, Note 1 of our Annual Report on Form 10-K, for the fiscal year ended August 31, 2025.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

17 (17)38 49 Other, net8 7 28 25 Interest income and other, net$155 $85 $458 $374 The increase in interest income in the third quarter and first thirty-six weeks of 2026 was due to higher cash balances, partially offset by lower interest rates. Foreign-currency transaction gains (losses), net, include revaluation or settlement of monetary assets and liabilities by our Canadian and Other International operations and mark-to-market adjustments for forward foreign-exchange contracts. See Derivatives and Foreign Currency sections in Item 8, Note 1 of our Annual Report on Form 10-K, for the fiscal year ended August 31, 2025.

reworded Effective tax rate25.4 %26.2 %24.4 %24.9 %

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Effective tax rate25.2 %26.2 %23.9 %24.2 % The effective tax rate for the first half of 2026 and 2025 was favorably impacted by discrete tax benefits of $72 and $100 related to stock compensation. 24

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Effective tax rate25.4 %26.2 %24.4 %24.9 % The effective tax rate for the first thirty-six weeks of 2026 and 2025 was favorably impacted by discrete tax benefits of $72 and $100 related to stock compensation. 24

reworded May 10,2026May 11,2025

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

LIQUIDITY AND CAPITAL RESOURCES The following table summarizes our significant sources and uses of cash and cash equivalents: 24 Weeks Ended February 15,2026February 16,2025

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

LIQUIDITY AND CAPITAL RESOURCES The following table summarizes our significant sources and uses of cash and cash equivalents: 36 Weeks Ended May 10,2026May 11,2025

reworded Net cash used in financing activities(2,175)(2,182)

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Net cash provided by operating activities$7,684 $6,008 Net cash used in investing activities(2,568)(2,007) Net cash used in financing activities(1,897)(1,434) Our primary sources of liquidity are cash flows from operations, cash and cash equivalents, and short-term investments. Cash and cash equivalents and short-term investments were $18,240 and $15,284 at February 15, 2026, and August 31, 2025. Of these balances, unsettled credit and debit card receivables represented approximately $2,872 and $2,670 at February 15, 2026, and August 31, 2025. These receivables generally settle within four days. Material contractual obligations arising in the normal course of business primarily consist of purchase obligations, long-term debt and related interest 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 in the next 12 months. Construction and land-purchase obligations consist of contracts primarily related to the development and opening of new and relocated warehouses, the majority of which (other than leases) are due in the next 12 months. We believe that our cash and investment positions and operating cash flow, with capacity under existing and available credit agreements, will be sufficient to meet our liquidity and capital requirements for the foreseeable future and that our U.S. current and projected asset position is sufficient to meet our U.S. liquidity requirements.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Net cash provided by operating activities$11,133 $9,468 Net cash used in investing activities(4,160)(3,343) Net cash used in financing activities(2,175)(2,182) Our primary sources of liquidity are cash flows from operations, cash and cash equivalents, and short-term investments. Cash and cash equivalents and short-term investments were $19,996 and $15,284 at May 10, 2026, and August 31, 2025. Of these balances, unsettled credit and debit card receivables represented approximately $3,078 and $2,670 at May 10, 2026, and August 31, 2025. These receivables generally settle within four days. Material contractual obligations arising in the normal course of business primarily consist of purchase obligations, long-term debt and related interest 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 in the next 12 months. Construction and land-purchase obligations consist of contracts primarily related to the development and opening of new and relocated warehouses, the majority of which (other than leases) are due in the next 12 months. We believe that our cash and investment positions and operating cash flow, with capacity under existing and available credit agreements, will be sufficient to meet our liquidity and capital requirements for the foreseeable future and that our U.S. current and projected asset position is sufficient to meet our U.S. liquidity requirements.

reworded Cash Flows from Investing Activities

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Cash Flows from Investing Activities Net cash used in investing activities totaled $2,568 in the first half of 2026, compared to $2,007 in the first half of 2025, and is primarily related to capital expenditures. Net cash from investing activities also includes purchases and maturities of short-term investments.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Cash Flows from Investing Activities Net cash used in investing activities totaled $4,160 in the first thirty-six weeks of 2026, compared to $3,343 in the first thirty-six weeks of 2025, and is primarily related to capital expenditures. Net cash from investing activities also includes purchases and maturities of short-term investments.

reworded Capital Expenditure Plans

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Capital Expenditure Plans Our primary requirements for capital are acquiring land, buildings, and equipment for new and remodeled warehouses, information systems, and manufacturing and distribution facilities. In the first half of 2026, we spent $2,815 on capital expenditures, and it is our current intention to spend approximately $6,500 during fiscal 2026, as we continue to invest in new warehouse openings, remodel existing locations, expand our depot network, and further develop our digitally-enabled businesses. These expenditures are expected to be financed with cash from operations, cash and cash equivalents, and short-term investments. We opened 12 new warehouses, including two relocations, in the first half of 2026, and plan to open 21 additional new warehouses, including three relocations, in the remainder of fiscal 2026. There 25 can be no assurance that current expectations will be realized, and plans are subject to change upon further review of our capital expenditure needs and the economic environment.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Capital Expenditure Plans Our primary requirements for capital are acquiring land, buildings, and equipment for new and remodeled warehouses, information systems, and manufacturing and distribution facilities. In the first thirty-six weeks of 2026, we spent $4,228 on capital expenditures, and it is our current intention to spend approximately $6,500 during fiscal 2026, as we continue to invest in new warehouse openings, remodel existing locations, expand our depot network, and further develop our digitally-enabled businesses. These expenditures are expected to be financed with cash from operations, cash and cash equivalents, and 25 short-term investments. We opened 16 new warehouses, including two relocations, in the first thirty-six weeks of 2026, and plan to open 13 additional new warehouses, including one relocation, in the remainder of fiscal 2026. There can be no assurance that current expectations will be realized, and plans are subject to change upon further review of our capital expenditure needs and the economic environment.

reworded Share Repurchase Program

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Dividends A quarterly cash dividend of $1.30 per share was declared on January 15, 2026, and paid on February 13, 2026. Share Repurchase Program On January 19, 2023, the Board of Directors authorized a share repurchase program in the amount of $4,000, which expires in January 2027. During the first half of 2026 and 2025, we repurchased 454,000 and 443,000 shares of common stock, at an average price per share of $924.46 and $932.03, totaling approximately $420 and $413. These amounts may differ from the accompanying condensed consolidated statements of cash flows due to changes in unsettled repurchases at the end of a quarter. Purchases are made from time to time, as conditions warrant, potentially including the open market, block purchases and pursuant to plans under SEC Rule 10b5-1. Repurchased shares are retired, in accordance with the Washington Business Corporation Act. The remaining amount available to be purchased under our approved plan was $1,542 at the end of the second quarter.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Share Repurchase Program On January 19, 2023, the Board of Directors authorized a share repurchase program in the amount of $4,000, which expires in January 2027. During the first thirty-six weeks of 2026 and 2025, we repurchased 638,000 and 658,000 shares of common stock, at an average price per share of $945.46 and $946.64, totaling approximately $603 and $623. These amounts may differ from the accompanying condensed consolidated statements of cash flows due to changes in unsettled repurchases at the end of a quarter. Purchases are made from time to time, as conditions warrant, potentially including the open market, block purchases and pursuant to plans under SEC Rule 10b5-1. Repurchased shares are retired, in accordance with the Washington Business Corporation Act. The remaining amount available to be purchased under our approved plan was $1,359 at the end of the third quarter.

reworded Bank Credit Facilities and Commercial Paper Programs

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Bank Credit Facilities and Commercial Paper Programs We maintain bank credit facilities for working capital and general corporate purposes. At February 15, 2026, we had borrowing capacity under these facilities of $1,447. Our Canadian and Other International operations maintain $946 of this capacity under bank credit facilities, of which $293 is guaranteed by the Company. Short-term borrowings outstanding under the bank credit facilities, which are included in other current liabilities on the condensed consolidated balance sheets, were $98 at the end of the second quarter of 2026 and immaterial at the end of 2025. We have letter of credit facilities, for commercial and standby letters of credit, totaling $236. The outstanding commitments under these facilities at the end of the second quarter of 2026 totaled $204, most of which were standby letters of credit that do not expire or have expiration dates within one year. The bank credit facilities have various expiration dates, most within one year, and we generally intend to renew these facilities. The amount of borrowings available at any time under our bank credit facilities is reduced by the amount of standby and commercial letters of credit outstanding.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Bank Credit Facilities and Commercial Paper Programs We maintain bank credit facilities for working capital and general corporate purposes. At May 10, 2026, we had borrowing capacity under these facilities of $1,531. Our Canadian and Other International operations maintain $1,028 of this capacity under bank credit facilities, of which $338 is guaranteed by the Company. Short-term borrowings outstanding under the bank credit facilities, which are included in other current liabilities on the condensed consolidated balance sheets, were $96 at the end of the third quarter of 2026 and immaterial at the end of 2025. We have letter of credit facilities, for commercial and standby letters of credit, totaling $242. The outstanding commitments under these facilities at the end of the third quarter of 2026 totaled $205, most of which were standby letters of credit that do not expire or have expiration dates within one year. The bank credit facilities have various expiration dates, most within one year, and we generally intend to renew these facilities. The amount of borrowings available at any time under our bank credit facilities is reduced by the amount of standby and commercial letters of credit outstanding.

reworded •A quarterly cash dividend of $1.47 per share was declared on April 15, 2026, and paid on May 15, 2026.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

•Net income increased to $2,035, $4.58 per diluted share, compared to $1,788, $4.02 per diluted share; and •A quarterly cash dividend of $1.30 per share was declared on January 15, 2026, and paid on February 13, 2026.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

•Net income increased to $2,192, $4.93 per diluted share, compared to $1,903, $4.28 per diluted share; and •A quarterly cash dividend of $1.47 per share was declared on April 15, 2026, and paid on May 15, 2026.

reworded Increases in comparable sales:

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

Increases in net sales: U.S.7 %11 %8 %9 % Canada12 %5 %10 %6 % Other International 15 %5 %13 %6 % Total Company9 %9 %9 %8 % Increases in comparable sales:

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

Increases in net sales: U.S.11 %9 %9 %9 % Canada13 %4 %11 %5 % Other International 13 %6 %13 %6 % Total Company12 %8 %10 %8 % Increases in comparable sales:

reworded Increases in comparable sales excluding the impact of changes in foreign currency and gasoline prices:

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

U.S.6 %8 %6 %7 % Canada10 %5 %8 %5 % Other International13 %2 %11 %3 % Total Company7 %7 %7 %6 % Increases in comparable sales excluding the impact of changes in foreign-currency and gasoline prices:

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

U.S.9 %7 %7 %7 % Canada11 %3 %9 %4 % Other International11 %3 %11 %3 % Total Company10 %6 %8 %6 % Increases in comparable sales excluding the impact of changes in foreign currency and gasoline prices:

reworded Total Company7 %8 %7 %8 % The disclosure regarding gasoline pricing reversed, shifting from lower prices negatively impacting net sales to higher prices positively contributing to net sales; furthermore, the volume of gasoline sold increased substantially from approximately 4% to 10% and 6%.

FY 2026 Q2 10-Q
Removed
Filed Mar 11, 2026

U.S.6 %9 %6 %8 % Canada8 %10 %8 %9 % Other International7 %10 %7 %9 % Total Company7 %9 %7 %8 % Net sales increased $5,712 or 9%, and $10,705 or 9% during the second quarter and first half of 2026. The improvement was primarily attributable to an increase in comparable sales of $4,618 or 7% and $8,497 or 7% during the second quarter and first half of 2026. Comparable sales were positively impacted by increases of approximately 4% in average ticket and 3% in shopping frequency in both the second quarter and first half of 2026. The remaining increase was driven by sales at the 27 net new warehouses opened since the end of the second quarter of 2025. Digitally-enabled comparable sales increased 23% and 22% during the second quarter and first half of 2026 and increased 22% and 21% excluding the impact of changes in foreign-currencies. Sales increased $4,715 or 9% and $8,663 or 9% in core merchandise categories during the second quarter and first half of 2026, increasing in all categories. Sales increased $997 or 9% and $2,042 or 9% in warehouse ancillary and other businesses during the second quarter and first half of 2026. 21 The volume of gasoline sold increased approximately 4%, positively impacting net sales by $209, or 33 basis points and $443 or 36 basis points during the second quarter and first half of 2026. Lower gasoline prices negatively impacted net sales by $402, or 64 basis points, and $431, or 35 basis points during the second quarter and first half of 2026, with a 5% and 3% decrease in the average price per gallon. Changes in foreign-currencies relative to the U.S. dollar attributable to our Other International and Canadian operations positively impacted net sales by approximately $899, or 144 basis points, and approximately $935, or 76 basis points, during the second quarter and first half of 2026.

FY 2026 Q3 10-Q
Added
Filed Jun 3, 2026

U.S.7 %8 %6 %8 % Canada6 %8 %8 %8 % Other International6 %9 %7 %9 % Total Company7 %8 %7 %8 % Net sales increased $7,189 or 12%, and $17,894 or 10% during the third quarter and first thirty-six weeks of 2026. The improvement was primarily attributable to an increase in comparable sales of $6,055 or 10% and $14,553 or 8% during the third quarter and thirty-six weeks of 2026. Comparable sales were positively impacted by increases of approximately 7% and 5% in average ticket and 2% and 3% in shopping frequency in the third quarter and first thirty-six weeks of 2026. The remaining increase was driven by sales at the 23 net new warehouses opened since the end of the third quarter of 2025. Digitally-enabled comparable sales increased 21% and 22% during the third quarter and first thirty-six weeks of 2026 and increased 21% for each period excluding the impact of changes in foreign currencies. Sales increased $3,721 or 7% and $12,384 or 8% in core merchandise categories during the third quarter and first thirty-six weeks of 2026, increasing in all categories. Sales increased $3,468 or 29% and $5,510 or 16% in warehouse ancillary and other businesses during the third quarter and first thirty-six weeks of 2026, led by gasoline and pharmacy. 21 The volume of gasoline sold increased approximately 10% and 6%, positively impacting net sales by $662, or 107 basis points and $1,105 or 60 basis points during the third quarter and first thirty-six weeks of 2026. Higher gasoline prices positively impacted net sales by $1,367, or 221 basis points, and $936, or 50 basis points during the third quarter and first thirty-six weeks of 2026, with a 20% and 5% increase in the average price per gallon. Changes in foreign currencies relative to the U.S. dollar attributable to our Other International and Canadian operations positively impacted net sales by approximately $643, or 104 basis points, and approximately $1,578, or 85 basis points, during the third quarter and first thirty-six weeks of 2026.

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Side-by-side against the prior Risk Factors.