株探米国株
日本語 英語
エドガーで原本を確認する
FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322025-12-112025-12-11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 11, 2025

COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)

Washington 0-20355 91-1223280
(State or other jurisdiction
of incorporation)
(Commission
File No.)
(I.R.S. Employer
Identification No.)

999 Lake Drive
Issaquah, WA 98027
(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
Common Stock, par value $.005 per share COST NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.    Results of Operations and Financial Condition

On December 11, 2025, the Company issued a press release containing its operating results for the first quarter (twelve weeks) of fiscal 2026, ended November 23, 2025. 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 first quarter of fiscal 2026 is attached as Exhibit 99.2.
Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1.    Press release dated December 11, 2025.
99.2.    First quarter fiscal 2026 supplemental information.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COSTCO WHOLESALE CORPORATION
Dated: December 11, 2025 By: /s/ Gary Millerchip
Gary Millerchip
Executive Vice President and Chief Financial Officer

EX-99.1 2 costex9918-k121125.htm EX-99.1 Document

Exhibit 99.1
costco6.jpg
Press Release

COSTCO WHOLESALE CORPORATION REPORTS FIRST QUARTER FISCAL YEAR 2026 OPERATING RESULTS
ISSAQUAH, Wash., December 11, 2025 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the first quarter of fiscal 2026 (twelve weeks), ended November 23, 2025.
Net sales for the first quarter increased 8.2 percent, to $65.98 billion, from $60.99 billion last year.
Comparable sales for the first quarter fiscal 2026 were as follows:
12 Weeks 12 Weeks
Adjusted*
U.S. 5.9% 5.9%
Canada 6.5% 9.0%
Other International 8.8% 6.8%
Total Company 6.4% 6.4%
Digitally-Enabled 20.5% 20.5%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the quarter was $2,001 million, $4.50 per diluted share, compared to $1,798 million, $4.04 per diluted share, last year. This year’s results included a tax benefit of $72 million, $0.16 per diluted share, related to stock-based compensation, which last year was $100 million, $0.22 per diluted share.
Costco currently operates 923 warehouses, including 633 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, December 11, 2025, and is available via a webcast on investor.costco.com (click “Events & Presentations”).



costco6.jpg
Press Release
Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs 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




costco6.jpg
Press Release
COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share data) (unaudited)

12 Weeks Ended
November 23,
2025
November 24,
2024
REVENUE
Net sales $ 65,978  $ 60,985 
Membership fees 1,329  1,166 
Total revenue 67,307  62,151 
OPERATING EXPENSES
Merchandise costs 58,510  54,109 
Selling, general and administrative 6,334  5,846 
Operating income 2,463  2,196 
OTHER INCOME (EXPENSE)
Interest expense (35) (37)
Interest income and other, net 155  147 
INCOME BEFORE INCOME TAXES 2,583  2,306 
Provision for income taxes 582  508 
NET INCOME $ 2,001  $ 1,798 
NET INCOME PER COMMON SHARE:
Basic $ 4.51  $ 4.05 
Diluted $ 4.50  $ 4.04 
Shares used in calculation (000’s):
Basic 443,961  443,988 
Diluted 444,515  444,891 




costco6.jpg
Press Release
COSTCO WHOLESALE CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in millions, except par value and share data) (unaudited)
Subject to Reclassification



November 23,
2025
August 31,
2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 16,217  $ 14,161 
Short-term investments 966  1,123 
Receivables, net 3,231  3,203 
Merchandise inventories 21,141  18,116 
Other current assets 1,856  1,777 
Total current assets 43,411  38,380 
OTHER ASSETS
Property and equipment, net 32,616  31,909 
Operating lease right-of-use assets 2,730  2,725 
Other long-term assets 4,033  4,085 
TOTAL ASSETS $ 82,790  $ 77,099 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $ 23,513  $ 19,783 
Accrued salaries and benefits 5,172  5,205 
Accrued member rewards 2,712  2,677 
Deferred membership fees 2,990  2,854 
Other current liabilities 7,418  6,589 
Total current liabilities 41,805  37,108 
OTHER LIABILITIES
Long-term debt, excluding current portion 5,666  5,713 
Long-term operating lease liabilities 2,436  2,460 
Other long-term liabilities 2,580  2,654 
TOTAL LIABILITIES 52,487  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; 443,919,000 and 443,237,000 shares issued and outstanding
Additional paid-in capital 8,408  8,282 
Accumulated other comprehensive loss (1,976) (1,770)
Retained earnings 23,869  22,650 
TOTAL EQUITY 30,303  29,164 
TOTAL LIABILITIES AND EQUITY $ 82,790  $ 77,099 



costco6.jpg
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions) (unaudited)
Subject to Reclassification

12 Weeks Ended
November 23,
2025
November 24,
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,001  $ 1,798 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 597  548 
Non-cash lease expense 75  72 
Stock-based compensation 486  463 
Other non-cash operating activities, net (5) (72)
Changes in working capital
1,534  451 
Net cash provided by operating activities 4,688  3,260 
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (1,526) (1,264)
Purchases of short-term investments (195) (247)
Maturities of short-term investments 340  541 
Other investing activities, net (17) (15)
Net cash used in investing activities (1,398) (985)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings —  (194)
Proceeds from short-term borrowings —  133 
Tax withholdings on stock-based awards (357) (389)
Repurchases of common stock (210) (207)
Cash dividend payments (577) (515)
Financing lease payments and other financing activities, net (23) (21)
Net cash used in financing activities (1,167) (1,193)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (67) (81)
Net change in cash and cash equivalents 2,056  1,001 
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 14,161  9,906 
CASH AND CASH EQUIVALENTS END OF PERIOD $ 16,217  $ 10,907 

EX-99.2 3 costex9928-k121125.htm EX-99.2 costex9928-k121125
1st Quarter FY 2026 Supplemental Information 1 Exhibit 99.2


 
$66.0B Net Sales +8.2% Growth +6.4% Comparable Sales +6.4% Adjusted Comparable Sales1 +3.1% Comparable Traffic +20.5% Digitally-Enabled Comparable Sales +20.5% Adjusted Digitally-Enabled Comparable Sales2 Q1 Highlights - Sales 1 - Excluding impacts from changes in gasoline prices and foreign exchange 2 – Digitally-Enabled Comparable Sales excluding impacts from FX 2 +3.2% Comparable Ticket +3.2% Adjusted Comparable Ticket1


 
Q1 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% +6.5% +8.8% +6.4% Ticket +3.2% +1.4% +5.5% +3.2% Traffic +2.6% +5.0% +3.1% +3.1% 3 Adjusted Comp Sales1 US Canada Other International Total Company Sales +5.9% +9.0% +6.8% +6.4% Ticket +3.2% +3.8% +3.6% +3.2% Traffic +2.6% +5.0% +3.1% +3.1%


 
Q1 Highlights - Financial Performance Gross Margin 11.32% +4 bps vs. Q1 FY’25 +4 bps ex. gas impact SG&A 9.60% -1 bp vs. Q1 FY’25 -1 bp ex. gas impact 4 1 - Excluding the impacts from changes in gasoline prices 2 - Related to a tax assessment for prior years Reported Ex Gas1 Reported Ex Gas1 Core 0bps 0bps Ops -1bp -1bp Other Bus +7bps +7bps Central +3bps +3bps LIFO -3bps -3bps Equity Comp +2bps +2bps Total +4bps +4bps Preopening -1bp -1bp Core on Core Sales: +30bps Other2 -4bps -4bps Total -1bp -1bp + = Favorable/lower, - = Unfavorable/higher Diluted EPS $4.50 +11.4% Growth* Net Income $2.00B +11.3% Growth* *- “Other” Items for the Quarter: - This year’s results included a tax benefit of $72 million, or $0.16 per diluted share, related to stock-based compensation. Last year this impact was $100 million, or $0.22 per diluted share. - Excluding these tax benefits, net income and diluted EPS growth were both +13.6%.


 
+14.0% Membership Income Growth +14.0% Membership Income Growth ex-FX 89.7% Worldwide Membership Renewal Rate 92.2% US/CN Renewal Rate 81.4MM Paid Memberships +5.2% Growth 145.9MM Total Cardholders +5.1% Growth 39.7MM Executive Memberships 74.3% Penetration of Sales to Executive Members Q1 Highlights - Membership 5


 
+20.5% Digitally-Enabled Comparable Sales 1 – Digitally-Enabled Comparable Sales excluding impacts from FX +20.5% Adjusted Digitally-Enabled Comparable Sales1 Top Sales Categories: - Pharmacy - Gold/Jewelry - Tires - Small Electrics - Apparel - Majors Digital Metrics: - Ecommerce Site Traffic: +24% - Ecommerce Average Order Value: +13% Digital Enhancements: - Personalized product recommendations on website - Improved product display pages leading to increased conversion - Continued improvement to search capability Q1 Highlights - Digital 6


 
Q1 Highlights - Warehouse Expansion Mulhouse, France: 11/20/25 7 Vancouver, BC (Business Center): 11/14/25 Q4 FY’25 End FY’26 Q1 Rest of FY (Estimated) FY’26 End (Estimated) US 629 4 16 649 Canada 110 2 3 115 Other International 175 1 2 178 Total 914 7 21 942


 
Q1 Highlights - New Member Values KS Tomato Basil Soup KS Crème Brulee Bar Cake 8 KS Chicken Pot Pie From $4.29 to $3.99/lb KS Bacon From $18.99 to $16.99 KS Caramelized Blueberry Croissant KS Dry Facial Daily Clean Towels KS Whip Cream From $10.49 to $8.99 KS Walnuts 3 lbs From $14.49 to $12.99 New Items Lowering Everyday Low Prices


 
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