Item 15. Exhibits, Financial Statement Schedules Copy as markdown (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 Number Exhibit Description Filed Herewith Form Period Ended Filing Date 3.1 Articles of Incorporation as amended of Costco Wholesale Corporation 10-K 8/28/2022 10/5/2022 3.2 Bylaws as amended of Costco Wholesale Corporation 8-K 9/20/2024 4.1 First 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-K 3/25/2002 4.2 Form of 1.375% Senior Notes due June 20, 2027 8-K 4/17/2020 4.3 Form of 1.600% Senior Notes due April 20, 2030 8-K 4/17/2020 4.4 Form of 1.750% Senior Notes due April 20, 2032 8-K 4/17/2020 4.5 Form of 2.300% Senior Notes due May 18, 2022 8-K 5/16/2017 4.6 Form of 2.750% Senior Notes due May 18, 2024 8-K 5/16/2017 4.7 Form of 3.000% Senior Notes due May 18, 2027 8-K 5/16/2017 4.8 Description of Common Stock 10-K 8/28/2022 10/5/2022 10.1* Costco Wholesale Executive Health Plan 10-K 9/2/2012 10/19/2012 10.2* 2019 Incentive Plan DEF 14 12/17/2019
Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date 10.3* Seventh Restated 2002 Stock Incentive Plan DEF 14A 12/19/2014 10.3.1* 2019 Stock Incentive Plan Restricted Stock Unit Award Agreement-Employee 10-Q 11/24/2019 12/23/2019 10.3.2* 2019 Stock Incentive Plan Restricted Stock Unit Award Agreement - Non-U.S. Employee 10-Q 11/24/2019 12/23/2019 10.3.3* 2019 Stock Incentive Plan Restricted Stock Unit Award Agreement-Non-Executive Director 10-Q 11/24/2019 12/23/2019 10.3.4* 2019 Stock Incentive Plan Letter Agreement for 2020 Performance-Based Restricted Stock Units-Executive 10-Q 11/24/2019 12/23/2019 10.4* Fiscal 2024 Executive Bonus Plan 8-K 11/24/2023 10.5* Executive Employment Agreement, effective January 1, 2017, between W. Craig Jelinek and Costco Wholesale Corporation 10-Q 11/20/2016 12/16/2016 10.5.1* Extension of the Term of the Executive Employment Agreement, effective January 1, 2019, between W. Craig Jelinek and Costco Wholesale Corporation 10-Q 11/25/2018 12/20/2018 10.5.2* Extension of the Term of the Executive Employment Agreement, effective January 1, 2020, between W. Craig Jelinek and Costco Wholesale Corporation 10-Q 11/24/2019 12/23/2019 10.5.3* Extension of the Term of the Executive Employment Agreement, effective January 1, 2021, between W. Craig Jelinek and Costco Wholesale Corporation 10-Q 11/22/2020 12/16/2020 10.5.4* Extension of the Term of the Executive Employment Agreement, effective January 1, 2022, between W. Craig Jelinek and Costco Wholesale Corporation 10-Q 11/21/2021 12/22/2021 10.5.5* Extension of the Term of the Executive Employment Agreement, effective January 1, 2023, between W. Craig Jelinek and Costco Wholesale Corporation 10-Q 11/20/2022 12/29/2022
Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date 10.6 Form of Indemnification Agreement 14A 12/13/1999 10.7* Deferred Compensation Plan 10-K 9/1/2013 10/16/2013 10.8** Citibank, N.A. Co-Branded Credit Card Agreement 10-Q/A 5/10/2015 8/31/2015 10.8.1** First Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 11/22/2015 12/17/2015 10.8.2** Second Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 2/14/2016 3/9/2016 10.8.3** Third Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-K 8/28/2016 10/12/2016 10.8.4** Fourth Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 2/18/2018 3/15/2018 10.8.5** Fifth Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 2/17/2019 3/13/2019 10.8.6# Sixth Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-K 9/1/2019 10/11/2019 10.8.7 Seventh Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 2/14/2021 3/10/2021 10.8.8 Eighth Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 2/13/2022 3/10/2022 10.8.9 Ninth Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 11/20/2022 12/29/2022 10.8.10 Tenth Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 11/20/2022 12/29/2022 10.8.11 Eleventh Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-Q 2/12/2023 3/9/2023 10.8.12# Twelfth Amendment to Citi, N.A. Co-Branded Credit Card Agreement 10-K 9/3/2023 10/11/2023 10.9* Executive Employment Agreement effective January 1, 2024, between Ron Vachris and Costco Wholesale Corporation 10-Q 11/26/2023 12/20/2023 19.1 Insider Trading Policy x 21.1 Subsidiaries of the Company x 23.1 Consent of Independent Registered Public Accounting Firm x
Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date 97.1 Costco Wholesale Corporation Incentive Compensation Clawback Policy x 31.1 Rule 13a – 14(a) Certifications x 32.1 Section 1350 Certifications x 101.INS Inline XBRL Instance Document x 101.SCH Inline XBRL Taxonomy Extension Schema Document x 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document x 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover 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.
Certain information in this exhibit has been omitted because it is (i) immaterial and (ii) customarily and actually treated by the registrant as private or confidential.
(c)Financial Statement Schedules—None.
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