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Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)Documents filed as part of this report are as follows:

1.Financial Statements:

See the listing of Financial Statements included as a part of this Form 10-K in Item 8 of Part II.

2.Financial Statement Schedules:

All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.

(b)Exhibits: The required exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndedFiling Date
3.1Articles of Incorporation as amended of Costco Wholesale Corporation10-Q2/16/20203/12/2020
3.2Bylaws as amended of Costco Wholesale Corporation8-K1/29/2020
3.2.1Amendments to Sections 3.3, 3.4, and 3.6 of the Bylaws of Costco Wholesale Corporation (to be effective and first apply with respect to the Company's 2022 Annual Meeting of Shareholders)8-K9/16/2020
4.1First Supplemental Indenture between Costco Wholesale Corporation and U.S. Bank National Association, as Trustee, dated as of March 20, 2002 (incorporated by reference to Exhibits 4.1 and 4.2 to the Company's Current Report on the Form 8-K filed on March 25, 2002)8-K3/25/2002
4.2Form of 1.375% Senior Notes due June 20, 20278-K4/17/2020
4.3Form of 1.600% Senior Notes due April 20, 20308-K4/17/2020
4.4Form of 1.750% Senior Notes due April 20, 20328-K4/17/2020
4.5Form of 2.300% Senior Notes due May 18, 20228-K5/16/2017
4.6Form of 2.750% Senior Notes due May 18, 20248-K5/16/2017
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndedFiling Date
4.7Form of 3.000% Senior Notes due May 18, 20278-K5/16/2017
4.8Description of Common Stockx
10.1*Costco Wholesale Executive Health Plan10-K9/2/201210/19/2012
10.2*2019 Incentive PlanDEF 1412/17/2019
10.3*Seventh Restated 2002 Stock Incentive PlanDEF 14A12/19/2014
10.3.1*2019 Stock Incentive Plan Restricted Stock Unit Award Agreement-Employee10-Q11/24/201912/23/2019
10.3.2*2019 Stock Incentive Plan Restricted Stock Unit Award Agreement - Non-U.S. Employee10-Q11/24/201912/23/2019
10.3.3*2019 Stock Incentive Plan Restricted Stock Unit Award Agreement-Non-Executive Director10-Q11/24/201912/23/2019
10.3.4*2019 Stock Incentive Plan Letter Agreement for 2020 Performance-Based Restricted Stock Units-Executive10-Q11/24/201912/23/2019
10.4*Fiscal 2020 Executive Bonus Plan8-K10/21/2019
10.5*Executive Employment Agreement, effective January 1, 2017, between W. Craig Jelinek and Costco Wholesale Corporation10-Q11/20/201612/16/2016
10.5.1*Extension of the Term of the Executive Employment Agreement, effective January 1, 2019, between W. Craig Jelinek and Costco Wholesale Corporation10-Q11/25/201812/20/2018
10.5.2*Extension of the Term of the Executive Employment Agreement, effective January 1, 2020, between W. Craig Jelinek and Costco Wholesale Corporation10-Q11/24/201912/23/2019
10.6Form of Indemnification Agreement14A12/13/1999
10.7*Deferred Compensation Plan10-K9/1/201310/16/2013
10.8**Citibank, N.A. Co-Branded Credit Card Agreement10-Q/A5/10/20158/31/2015
10.8.1**First Amendment to Citi, N.A. Co-Branded Credit Card Agreement10-Q11/22/201512/17/2015
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndedFiling Date
10.8.2**Second Amendment to Citi, N.A. Co-Branded Credit Card Agreement10-Q2/14/20163/9/2016
10.8.3**Third Amendment to Citi, N.A. Co-Branded Credit Card Agreement10-K8/28/201610/12/2016
10.8.4**Fourth Amendment to Citi, N.A. Co-Branded Credit Card Agreement10-Q2/18/20183/15/2018
10.8.5**Fifth Amendment to Citi, N.A. Co-Branded Credit Card Agreement10-Q2/17/20193/13/2019
10.8.6**Sixth Amendment to Citi, N.A. Co-Branded Credit Card Agreement10-K9/1/201910/11/2019
21.1Subsidiaries of the Companyx
23.1Consent of Independent Registered Public Accounting Firmx
31.1Rule 13a – 14(a) Certificationsx
32.1Section 1350 Certificationsx
101.INSInline XBRL Instance Documentx
101.SCHInline XBRL Taxonomy Extension Schema Documentx
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Documentx
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Documentx
101.LABInline XBRL Taxonomy Extension Label Linkbase Documentx
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Documentx
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)x
  • Management contract, compensatory plan or arrangement.

** Portions of this exhibit have been omitted under a confidential treatment order issued by the Securities and Exchange Commission.

(c)Financial Statement Schedules—None.

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