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| Total | 725 | | | 189 | | | 914 | |
_______________
(1)141 of the 189 leases are land-only leases, where Costco owns the building.
At the end of 2025, our warehouses contained approximately 134.7 million square feet of operating floor space: 93.6 million in the U.S.; 15.9 million in Canada; and 25.2 million in Other International. Total square feet associated with distribution and logistics facilities were approximately 32.2 million. Additionally, we operate various processing, packaging, manufacturing and other facilities to support our business, which includes the production of certain private-label items.
Item 3—Legal Proceedings
See discussion of Legal Proceedings in Note 10 to the consolidated financial statements included in Item 8 of this Report. Item 4—Mine Safety Disclosures
Not applicable.
PART II
Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Dividend Policy
Our common stock is traded on the NASDAQ Global Select Market under the symbol “COST.” On September 30, 2025, we had 10,813 stockholders of record.
Payment of dividends is subject to declaration by the Board of Directors. Factors considered in determining dividends include our profitability and expected capital needs. Subject to these qualifications, we presently expect to continue to pay dividends on a quarterly basis.
Issuer Purchases of Equity Securities
The following table sets forth information on our common stock repurchase activity for the fourth quarter of 2025 (dollars in millions, except per share data):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program(1) | | Maximum Dollar Value of Shares that May Yet be Purchased under the Program |
| May 12—June 8, 2025 | | 69,000 | | | $ | 1,022.70 | | | 69,000 | | | $ | 2,172 | |
| June 9—July 6, 2025 | | 71,000 | | | 990.69 | | | 71,000 | | | 2,102 | |
| July 7—August 3, 2025 | | 73,000 | | | 955.59 | | | 73,000 | | | 2,032 | |
| August 4—August 31, 2025 | | 72,000 | | | 966.22 | | | 72,000 | | | 1,962 | |
| Total fourth quarter | | 285,000 | | | $ | 983.13 | | | 285,000 | | | |
_______________
(1)Our share repurchase program is conducted under a $4,000 authorization approved by our Board of Directors in January 2023, which expires in January 2027.
Performance Graph
The following graph compares the cumulative total shareholder return assuming reinvestment of dividends on an investment of $100 in Costco common stock, S&P 500 Index, and the S&P Retail Select Index over the five years from August 30, 2020, through August 31, 2025. The S&P Retail Select Index comprises stocks in the S&P Total Market Index that are classified in the GICS Apparel Retail, Automotive Retail, Broadline Retail, Computer & Electronic Retail, Consumer Staples Merchandise Retail, Drug Retail, Food Retailers and Other Specialty Retail sub-industries.
The following graph provides information concerning average sales per warehouse over a 10-year period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Average Sales Per Warehouse* |
| (Sales In Millions) |
| Year Opened | # of Whses | | | | | | | | | | |
| 2025 | 24 | | | | | | | | | | $ | 192 | |
| 2024 | 29 | | | | | | | | | $ | 170 | | 192 | |
| 2023 | 23 | | | | | | | | $ | 151 | | 166 | | 186 | |
| 2022 | 23 | | | | | | | $ | 150 | | 158 | | 179 | | 201 | |
| 2021 | 20 | | | | | | $ | 140 | | 158 | | 172 | | 187 | | 210 | |
| 2020 | 13 | | | | | $ | 132 | | 152 | | 184 | | 193 | | 215 | | 240 | |
| 2019 | 20 | | | | $ | 129 | | 138 | | 172 | | 208 | | 216 | | 226 | | 242 | |
| 2018 | 21 | | | $ | 116 | | 119 | | 141 | | 172 | | 202 | | 214 | | 231 | | 245 | |
| 2017 | 26 | | $ | 121 | | 142 | | 158 | | 176 | | 206 | | 237 | | 247 | | 262 | | 277 | |
| 2016 & Before | 715 | $ | 159 | | 165 | | 179 | | 186 | | 197 | | 223 | | 254 | | 263 | | 274 | | 287 | |
| | | | | | | | | | | |
| Totals | 914 | $ | 159 | | $ | 163 | | $ | 176 | | $ | 182 | | $ | 192 | | $ | 217 | | $ | 245 | | $ | 252 | | $ | 260 | | $ | 272 | |
| | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| | Fiscal Year |
| *First year sales annualized. |
| 2017 and 2023 were 53-week fiscal years but have been normalized for purposes of comparability. |
Item 6—Reserved
Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations (amounts in millions, except per share, share, percentages and warehouse count data)
Overview
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of operations for 2025 compared to 2024. For discussion related to the results of operations and changes in financial condition for 2024 compared to 2023 refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year 2024 Form 10-K, which was filed with the Securities and Exchange Commission (SEC) on October 9, 2024.
We believe that the most important driver of our profitability is increasing net sales, particularly comparable sales. Net sales includes our core merchandise categories (foods and sundries, non-foods, and fresh foods), warehouse ancillary (gasoline, pharmacy, optical, food court, hearing aids, and tire installation) and other businesses (e-commerce, business centers, travel, and other). E-commerce and business center sales are allocated to the appropriate merchandise categories in the Net Sales discussion. The 2% reward associated with Executive membership reduces net sales and is allocated to the category in which the reward is generated (core merchandise categories, warehouse ancillary, and other businesses). Comparable sales is defined as net sales from warehouses open for more than one year, including remodels, relocations and expansions, and sales related to e-commerce sites operating for more than one year. The measure is intended as supplemental information and is not a substitute for net sales presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and should be reviewed in conjunction with results reported in accordance with U.S. GAAP. Comparable sales growth is achieved through increasing shopping frequency from new and existing members and the amount they spend on each visit (average ticket). Sales comparisons can also be particularly influenced by certain factors that are beyond our control: fluctuations in currency exchange rates (with respect to our international operations) and inflation or deflation in the cost of gasoline and associated competitive conditions. The higher our comparable sales exclusive of these items, the more we can leverage our selling, general and administrative (SG&A) expenses, reducing them as a percentage of sales and enhancing profitability. Generating comparable sales growth is foremost a question of making available the right merchandise at the right prices, a skill that we believe we have repeatedly demonstrated over the long-term. Another substantial factor in net sales growth is the health of the economies in which we do business, including the effects of inflation or deflation, especially the United States. Net sales growth and gross margins are also impacted by competition, which is vigorous and widespread, across a wide range of global, national and regional wholesalers and retailers, including those with e-commerce operations. While we cannot control or reliably predict general economic health or changes in competition, we believe that we have been successful historically in adapting our business to these changes, such as through adjustments to our pricing and merchandise mix, including increasing the penetration of our private-label items, and through online offerings.
Our philosophy is to provide our members with quality goods and services at competitive prices. We do not focus in the short-term on maximizing prices charged, but instead seek to maintain what we believe is a perception among our members of our “pricing authority” – consistently providing the most competitive values. Our net sales and gross margin are influenced in part by our merchandising and pricing strategies in response to cost increases. Those strategies can include, but are not limited to, working with our suppliers to share in absorbing cost increases, earlier-than-usual purchasing and in greater volumes, sourcing in the countries and regions where items are sold, as well as passing cost increases on to our members. Our investments in merchandise pricing may include reducing prices on merchandise to drive sales or meet competition and holding prices steady despite cost increases instead of passing the increases on to our members, negatively impacting gross margin and gross margin as a percentage of
net sales (gross margin percentage) in the near term. Our e-commerce business, domestically and internationally, has a lower gross-margin percentage than our warehouse operations.
Government actions in various countries relating to tariffs affect the costs of some of our merchandise. The degree of our exposure is dependent on (among other things) the type of goods, rates imposed, and timing of the tariffs. Higher tariffs are more likely to adversely impact rather than improve our results.
We believe our gasoline business enhances traffic in our warehouses; it generally has a lower gross margin percentage and lower SG&A expense relative to our non-gasoline businesses. A higher penetration of gasoline sales will generally lower our gross margin percentage. Generally, rising gasoline prices benefit net sales growth which, given the higher sales base, negatively impacts our gross margin percentage but decreases our SG&A expenses as a percentage of net sales. A decline in gasoline prices has the inverse effect.
We also achieve net sales growth by opening new warehouses. As our warehouse base grows and available and desirable sites become more difficult to secure, square footage growth becomes a comparatively less substantial component of growth. Negative aspects of such growth include lower initial operating profitability relative to existing warehouses and cannibalization of sales at existing warehouses when openings occur in existing markets. Our rate of square footage growth is generally higher in many of our foreign markets, due to the smaller base in those markets, and we expect that to continue.
The membership format is integral to our business and profitability. This format is designed to reinforce member loyalty and provide continuing fee revenue. The extent to which we achieve growth in our membership base, increase the penetration of Executive memberships, and sustain high renewal rates materially influences our profitability. Our renewal rate, which excludes affiliates of Business members, is a trailing calculation that captures renewals during the period seven to eighteen months prior to the reporting date. Our paid-membership growth rate may be adversely impacted when warehouse openings occur in existing markets as compared to new markets. Our worldwide renewal rate is adversely impacted by membership growth in newer international markets and a higher penetration of memberships sold online, including through digital membership promotions, which renew at a slightly lower rate on average.
Our financial performance depends heavily on controlling costs. While we believe that we have achieved successes in this area, some significant costs are partially outside our control, particularly health care and utility expenses. With respect to the compensation of our employees, our philosophy is not to seek to minimize their wages and benefits. Rather, we believe that achieving our longer-term objectives of reducing employee turnover, increasing productivity and enhancing employee satisfaction requires maintaining compensation levels that are better than the industry average for much of our workforce. This may cause us, for example, to absorb costs that other employers might seek to pass through to their workforces. Because our business operates on very low margins, modest changes in various items in the consolidated statements of income, particularly merchandise costs and SG&A expenses, can have substantial impacts on net income.
Our operating models are generally the same across our U.S., Canadian, and Other International operating segments (see Note 11 to the consolidated financial statements included in Item 8 of this Report). Certain operations in the Other International segment have relatively higher rates of square footage growth, lower wage and benefit costs as a percentage of sales, less or no direct membership warehouse competition, or lack e-commerce or business delivery. In discussions of our consolidated operating results, we refer to the impact of changes in foreign currencies relative to the U.S. dollar, which are differences between the foreign-exchange rates we use to convert the financial results of our international operations from local currencies into U.S. dollars. This impact is calculated based on the difference between the current and prior period's exchange rates. The impact of changes in gasoline prices on net sales is calculated based on the difference between the current and prior period's average price per gallon. Results expressed excluding the impacts of foreign-exchange and gasoline prices are intended as supplemental information and are not a substitute for net
sales presented in accordance with U.S. GAAP and should be reviewed in conjunction with results reported in accordance with U.S. GAAP.
Our fiscal year ends on the Sunday closest to August 31. References to 2025 and 2024 relate to the 52-week fiscal years ended August 31, 2025, and September 1, 2024. References to 2023 relate to the 53-week fiscal year ended September 3, 2023. Certain percentages presented are calculated using actual results prior to rounding.
Highlights for 2025 include:
•We opened 27 new warehouses, including three relocations, for a total of 24 net new warehouses: 15 in the U.S., two in our Canadian segment, and seven in our Other International segment, compared to 30 new warehouses, including one relocation, in 2024;
•Net sales increased 8% to $269,912, driven by an increase in comparable sales and sales at new warehouses;
•Membership fee revenue increased 10% to $5,323, driven by new member sign-ups and membership fee increases;
•Gross margin percentage increased 20 basis points; 11 basis points excluding the impact of gasoline price deflation on net sales;
•SG&A expenses as a percentage of net sales increased 11 basis points; three basis points excluding the impact of gasoline price deflation;
•The effective tax rate in 2025 was 25.1%, compared to 24.4% in 2024;
•Net income increased 10% to $8,099, or $18.21 per diluted share compared to $7,367, or $16.56 per diluted share in 2024. Foreign-exchange rates had a negative impact on net income of $97, $0.22 per diluted share; and
•In April, the Board of Directors approved a 12% increase in the quarterly cash dividend.
RESULTS OF OPERATIONS
Net Sales
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
Net Sales | $ | 269,912 | | $ | 249,625 | | $ | 237,710 |
Changes in net sales: | | | | | |
| U.S. | 9 | % | | 4 | % | | 7 | % |
| Canada | 6 | % | | 6 | % | | 4 | % |
| Other International | 8 | % | | 9 | % | | 9 | % |
| Total Company | 8 | % | | 5 | % | | 7 | % |
Changes in comparable sales(1): | | | | | |
| U.S. | 6 | % | | 4 | % | | 3 | % |
| Canada | 5 | % | | 7 | % | | 2 | % |
| Other International | 5 | % | | 8 | % | | 3 | % |
| Total Company | 6 | % | | 5 | % | | 3 | % |
| E-commerce | 16 | % | | 16 | % | | (6) | % |
Changes in comparable sales excluding the impact of changes in foreign-currency and gasoline prices(1): | | | | | |
| U.S. | 7 | % | | 5 | % | | 4 | % |
| Canada | 8 | % | | 8 | % | | 8 | % |
| Other International | 8 | % | | 8 | % | | 8 | % |
| Total Company | 8 | % | | 6 | % | | 5 | % |
| E-commerce | 16 | % | | 16 | % | | (5) | % |
_______________(1)Comparable sales for 2024 were calculated using comparable retail weeks.
Net sales increased $20,287 or 8% during 2025. The improvement was primarily attributable to an increase in comparable sales of $14,788 or 6%. Comparable sales were positively impacted by increases of 5% in shopping frequency and approximately 1% in average ticket. The remaining increase in net sales was driven by sales at the 24 net new warehouses opened since the end of 2024.
Sales increased $19,086 or 10% in core merchandise categories, increasing in all categories. Sales in warehouse ancillary and other businesses increased $1,201, or 2%.
Lower gasoline prices negatively impacted net sales by $2,329, or 93 basis points, with an 8% decrease in the average price per gallon. The volume of gasoline sold increased approximately 2%, positively impacting net sales by $440, or 18 basis points.
Changes in foreign currencies relative to the U.S. dollar negatively impacted net sales by approximately $1,943, or 78 basis points, attributable to our Other International and Canadian operations.
Membership Fees
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
| Membership fees | $ | 5,323 | | $ | 4,828 | | $ | 4,580 |
|
Membership fee revenue increased 10% in 2025, driven by new member sign-ups and membership fee increases. At the end of 2025, our member renewal rates were 92.3% in the U.S. and Canada and 89.8% worldwide. Renewal rates were negatively impacted by a higher number of memberships sold online,
including through digital promotions, entering the renewal rate calculation. These members 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 40% of membership income growth during 2025.
Gross Margin
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
| Net sales | $ | 269,912 | | $ | 249,625 | | $ | 237,710 |
| Less merchandise costs | 239,886 | | 222,358 | | 212,586 |
| Gross margin | $ | 30,026 | | $ | 27,267 | | $ | 25,124 |
| Gross margin percentage | 11.12 | % | | 10.92 | % | | 10.57 | % |
Gross margin percentage increased 20 basis points. Excluding the impact of gasoline price deflation on net sales, gross margin percentage was 11.03%, an increase of 11 basis points. This increase was positively impacted by 19 basis points in our core merchandise categories, primarily due to fresh foods and our co-branded credit card program. Gross margin percentage was negatively impacted by seven basis points due to a LIFO charge in 2025 for higher merchandise costs and one basis point in warehouse ancillary and other businesses. Changes in foreign currencies relative to the U.S. dollar negatively impacted gross margin by approximately $224, attributable to our 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 16 basis points. The increase 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 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), increased in our U.S. segment, which performed similarly to the consolidated results above. Our Canadian and Other International segments gross margin increased, primarily due to increases in core merchandise categories and warehouse ancillary and other businesses.
Selling, General and Administrative Expenses
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
| SG&A expenses | $ | 24,966 | | $ | 22,810 | | $ | 21,590 |
| SG&A expenses as a percentage of net sales | 9.25 | % | | 9.14 | % | | 9.08 | % |
SG&A expenses as a percentage of net sales increased 11 basis points. SG&A expenses as a percentage of net sales excluding the impact of gasoline price deflation was 9.17%, an increase of three basis points. The comparison to last year was negatively impacted by three basis points due to warehouse operations and other businesses. Changes in foreign currencies relative to the U.S. dollar decreased SG&A expenses by approximately $127, attributable to our Canadian and Other International operations.
Interest Expense
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
| Interest expense | $ | 154 | | | $ | 169 | | | $ | 160 | |
Interest expense is primarily related to Senior Notes and financing leases. The decrease was primarily due to repayment of the 2.750% Senior Notes in May 2024. For more information on our debt arrangements, refer to the consolidated financial statements included in Item 8 of this Report.
Interest Income and Other, Net
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
| Interest income | $ | 469 | | | $ | 533 | | | $ | 470 | |
| Foreign-currency transaction gains, net | 84 | | | 26 | | | 29 | |
| Other, net | 36 | | | 65 | | | 34 | |
| Interest income and other, net | $ | 589 | | | $ | 624 | | | $ | 533 | |
The decrease in interest income in 2025 was due to lower interest rates, partially offset by higher cash balances. Foreign-currency transaction gains, net, include revaluation or settlement of monetary assets and liabilities, and mark-to-market adjustments for forward foreign-exchange contracts. See Derivatives and Foreign-Currency sections in Note 1 to the consolidated financial statements included in Item 8 of this Report. Provision for Income Taxes
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
| Provision for income taxes | $ | 2,719 | | | $ | 2,373 | | | $ | 2,195 | |
| Effective tax rate | 25.1 | % | | 24.4 | % | | 25.9 | % |
The effective tax rate for 2025 was favorably impacted by discrete tax benefits of $100 related to stock compensation.
The effective tax rate for 2024 was favorably impacted by discrete tax benefits of $94 related to the portion of the special cash dividend payable through our 401(k) plan, a net non-recurring tax benefit of $63 related to a transfer pricing settlement and certain true-ups of tax reserves, and $45 related to stock compensation.
The Organization of Economic Cooperation and Development (OECD) introduced a framework to implement a global minimum corporate tax of 15% (referred to as Pillar 2) which was effective for fiscal 2025. The impacts of Pillar 2 did not have a material impact on our consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes our significant sources and uses of cash and cash equivalents:
| | | | | | | | | | | | | | | | | |
| 2025 | | 2024 | | 2023 |
| Net cash provided by operating activities | $ | 13,335 | | | $ | 11,339 | | | $ | 11,068 | |
| Net cash used in investing activities | (5,311) | | | (4,409) | | | (4,972) | |
| Net cash used in financing activities | (3,775) | | | (10,764) | | | (2,614) | |
|
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 $15,284 and $11,144 at August 31, 2025, and September 1, 2024. Of these balances, unsettled credit and debit card receivables represented approximately $2,670 and $2,519. 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. See Notes 4 and 5 to the consolidated financial statements included in Item 8 of this Report for amounts outstanding on August 31, 2025, related to debt and leases.
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.
Cash Flows from Operating Activities
Net cash provided by operating activities totaled $13,335 in 2025, compared to $11,339 in 2024. Our cash flow provided by operations is primarily from net sales and membership fees. Cash flow used in operations generally consists of payments to merchandise 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.
Cash Flows from Investing Activities
Net cash used in investing activities totaled $5,311 in 2025, compared to $4,409 in 2024, and is primarily related to capital expenditures. Net cash from investing activities also includes purchases and maturities of short-term investments.
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 2025, we spent $5,498 on capital expenditures, and it is our current intention to spend $6,000 to $6,500 during fiscal 2026. These expenditures are expected to be financed with cash from operations, cash and cash equivalents, and short-term investments. We opened 27 new warehouses, including three relocations, in 2025, and plan to open up to 35 new warehouses, including five relocations, in 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.
Cash Flows from Financing Activities
Net cash used in financing activities totaled $3,775 in 2025, compared to $10,764 in 2024. Cash flow used in financing activities primarily related to the payment of dividends, repayments of long-term debt and short-term borrowings, repurchases of common stock, and withholding taxes on stock-based awards. Cash flow provided by financing activities included proceeds from short-term borrowings and issuance of long-term debt.
Long-term Debt
Repayments of long-term debt in 2025 totaled $103, as compared to $1,077 in 2024. Repayments in 2024 included the $1,000 outstanding principal balance on our 2.750% Senior Notes. There were no proceeds from long-term debt in 2025, as compared to $498 in 2024. Proceeds in 2024 included four Guaranteed Senior Notes issued by our Japan subsidiary.
Dividends
Cash dividends declared in 2025 totaled $2,183 or $4.92 per share, as compared to $8,589 or $19.36 per share in 2024. Dividends in 2024 included a special dividend of $15 per share, resulting in a payment of
approximately $6,655. In April 2025, the Board of Directors increased our quarterly cash dividend from $1.16 to $1.30 per share.
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 2025 and 2024, we repurchased 943,000 and 1,004,000 shares of common stock, at an average price per share of $957.66 and $695.29, totaling approximately $903 and $698. These amounts may differ from the accompanying consolidated statements of cash flows due to changes in unsettled repurchases at the end of each fiscal year. Purchases are made from time to time, as conditions warrant, in the open market or in block purchases, 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 $1,962 at the end of 2025.
Bank Credit Facilities and Commercial Paper Programs
We maintain bank credit facilities for working capital and general corporate purposes. At August 31, 2025, we had borrowing capacity under these facilities of $1,220. Our international operations maintain $721 of this capacity under bank credit facilities, of which $199 is guaranteed by the Company. Short-term borrowings outstanding under the bank credit facilities, which are included in other current liabilities on the consolidated balance sheets, were immaterial at the end of 2025 and 2024.
We have letter of credit facilities, for commercial and standby letters of credit, totaling $224. The outstanding commitments under these facilities at the end of 2025 totaled $200, 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.
Off-Balance Sheet Arrangements
In the opinion of management, we have no off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition or financial statements.
Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on assumptions that we believe to be reasonable, and we continue to review and evaluate these estimates. For further information on significant accounting policies, see discussion in Note 1 to the consolidated financial statements included in Item 8 of this Report. Insurance/Self-insurance Liabilities
Claims for employee health-care benefits, workers’ compensation, general liability, property damage, directors’ and officers’ liability, vehicle liability, inventory loss, and other exposures are funded predominantly through self-insurance. Insurance coverage is maintained for certain risks to limit exposures to very large losses. We use various risk management mechanisms, including a wholly-owned captive insurance subsidiary, and participate in a reinsurance program. Liabilities associated with the risks that we retain are not discounted and are estimated using historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The costs of claims are highly unpredictable and can fluctuate as a result of inflation rates, regulatory or legal changes, and unforeseen developments
in claim frequency and amounts. While we believe our estimates are reasonable, actual claims and costs could differ significantly from recorded liabilities. Historically, adjustments to our estimates have been immaterial.
Recent Accounting Pronouncements
See discussion of Recent Accounting Pronouncements in Note 1 to the consolidated financial statements included in Item 8 of this Report. Item 7A—Quantitative and Qualitative Disclosures About Market Risk (amounts in millions)
Our exposure to financial market risk results from fluctuations in interest rates and foreign-currency exchange rates. We do not engage in speculative or leveraged transactions or hold or issue financial instruments for trading purposes.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our investment holdings, which are diversified among various instruments considered to be cash equivalents, as defined in Note 1 to the consolidated financial statements included in Item 8 of this Report, as well as short-term investments in government and agency securities with effective maturities of generally three months to five years at the date of purchase. The primary objective of our investment activities is to preserve principal and secondarily to generate yields. The majority of our short-term investments are in fixed interest-rate securities. These securities are subject to changes in fair value due to interest rate fluctuations. Our policy limits investments in the U.S. to direct U.S. government and government agency obligations, repurchase agreements collateralized by U.S. government and government agency obligations, U.S. government and government agency money market funds, and insured bank balances. Our wholly-owned captive insurance subsidiary invests in U.S. government and government agency obligations and U.S. government and government agency money market funds. Our Canadian and Other International subsidiaries’ investments are primarily in money market funds, bankers’ acceptances, and bank certificates of deposit, generally denominated in local currencies.
A 100 basis point change in interest rates as of the end of 2025 would have had an immaterial incremental change in fair market value. For those investments that are classified as available-for-sale, the unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected within stockholders’ equity in accumulated other comprehensive income in the consolidated balance sheets.
The nature and amount of our long-term debt may vary as a result of business requirements, market conditions, and other factors. As of the end of 2025, long-term debt with fixed interest rates was $5,805. Fluctuations in interest rates may affect the fair value of the fixed-rate debt. See Note 4 to the consolidated financial statements included in Item 8 of this Report for more information on our long-term debt. Foreign-Currency Risk
Our foreign subsidiaries conduct certain transactions in non-functional currencies, which exposes us to fluctuations in exchange rates. We manage these fluctuations, in part, through the use of forward foreign-exchange contracts, seeking to economically hedge the impact of these fluctuations on known future expenditures denominated in a non-functional foreign-currency. The contracts are intended primarily to economically hedge exposure to U.S. dollar merchandise inventory expenditures made by our international subsidiaries. We seek to mitigate risk with the use of these contracts and do not intend to engage in speculative transactions. For additional information related to the Company's forward foreign-exchange contracts, see Notes 1 and 3 to the consolidated financial statements included in Item 8 of this
Report. A hypothetical 10% strengthening of the functional currencies compared to the non-functional currency exchange rates at August 31, 2025, would have decreased the fair value of the contracts by approximately $117 and resulted in an unrealized loss in the consolidated statements of income for the same amount.
Commodity Price Risk
We are exposed to fluctuations in prices for energy, particularly electricity and natural gas, and other commodities used in retail and manufacturing operations. We seek to partially mitigate these through fixed-price contracts for certain of our warehouses and other facilities, predominantly in the U.S. and Canada. We also enter into variable-priced contracts for some purchases of electricity and natural gas, in addition to some of the fuel for our gas stations, on an index basis. These contracts meet the characteristics of derivative instruments, but generally qualify for the “normal purchases and normal sales” exception under authoritative guidance and require no mark-to-market adjustment.
Item 8—Financial Statements and Supplementary Data
COSTCO WHOLESALE CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Costco Wholesale Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Costco Wholesale Corporation and subsidiaries (the Company) as of August 31, 2025 and September 1, 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended August 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and September 1, 2024, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended August 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated October 7, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over United States and Canada revenue
As discussed in Note 11 to the consolidated financial statements, the Company generated $200,046 million and $36,923 million of total revenue in the United States (U.S.) and Canada, respectively, for the year ended August 31, 2025, which included revenue from membership fees, merchandise sales, and gasoline sales (U.S. and Canada revenue). The processing and recording of U.S. and Canada revenue is dependent upon the use of multiple information technology (IT) systems. We identified the evaluation of the sufficiency of audit evidence over U.S. and Canada revenue as a critical audit matter. Evaluating the sufficiency of audit evidence required subjective auditor judgment due to the highly automated nature of certain processes to record U.S. and Canada revenue, which involves interfacing significant volumes of data across multiple IT systems. The complexity of the IT environment required the involvement of IT professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the processing and recording of U.S. and Canada revenue, including the IT systems tested. We involved IT professionals with specialized skills and knowledge, who assisted in evaluating the design and testing the operating effectiveness of certain internal controls over the Company's revenue process, including general IT and application controls related to the IT systems used for the processing and recording of U.S. and Canada revenue. We performed a software-assisted data analysis to test the relationships among certain revenue journal entries. We evaluated the sufficiency of audit evidence obtained over U.S. and Canada revenue by assessing the results of procedures performed, including the appropriateness of nature and extent of such evidence.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Seattle, Washington
October 7, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Costco Wholesale Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Costco Wholesale Corporation and subsidiaries’ (the Company) internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2025 and September 1, 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended August 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated October 7, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Seattle, Washington
October 7, 2025
COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(amounts in millions, except per share data)
| | | | | | | | | | | | | | | | | |
| 52 Weeks Ended | | 52 Weeks Ended | | 53 Weeks Ended |
| August 31,
2025 | | September 1,
2024 | | September 3,
2023 |
| REVENUE | | | | | |
| Net sales | $ | | | | $ | | | | $ | | |
| Membership fees | | | | | | | | |
| Total revenue | | | | | | | | |
| OPERATING EXPENSES | | | | | |
| Merchandise costs | | | | | | | | |
| Selling, general and administrative | | | | | | | | |
| Operating income | | | | | | | | |
| OTHER INCOME (EXPENSE) | | | | | |
| Interest expense | () | | | () | | | () | |
| Interest income and other, net | | | | | | | | |
| INCOME BEFORE INCOME TAXES | | | | | | | | |
| Provision for income taxes | | | | | | | | |
|
|
| NET INCOME | $ | | | | $ | | | | $ | | |
NET INCOME PER COMMON SHARE: | | | | | |
| Basic | $ | | | | $ | | | | $ | | |
| Diluted | $ | | | | $ | | | | $ | | |
| Shares used in calculation (000’s) | | | | | |
| Basic | | | | | | | | |
| Diluted | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
37
COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in millions)
| | | | | | | | | | | | | | | | | |
| | 52 Weeks Ended | | 52 Weeks Ended | | 53 Weeks Ended |
| | August 31,
2025 | | September 1,
2024 | | September 3,
2023 |
NET INCOME | $ | | | | $ | | | | $ | | |
Foreign-currency translation adjustment and other, net | | | | () | | | | |
|
|
|
|
|
| TOTAL EQUITY | | | | | |
| TOTAL LIABILITIES AND EQUITY | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
39
COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional
Paid-in
Capital | | Accumulated
Other
Comprehensive
Income (Loss) | | Retained
Earnings | | Total Costco
Stockholders’
Equity | | Noncontrolling
Interests | | Total
Equity |
| | Shares (000’s) | | Amount | |
| BALANCE AT AUGUST 28, 2022 | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | |
Net income | — | | | — | | | — | | | — | | | | | | | | | | | | | |
Foreign-currency translation adjustment and other, net | — | | | — | | | — | | | | | | — | | | | | | | | | | |
Stock-based compensation | — | | | — | | | | | | — | | | — | | | | | | — | | | | |
Release of vested restricted stock units (RSUs), including tax effects | | | | — | | | () | | | — | | | — | | | () | | | — | | | () | |
Repurchases of common stock | () | | | — | | | () | | | — | | | () | | | () | | | — | | | () | |
| Cash dividends declared and other | — | | | — | | | | | | — | | | () | | | () | | | () | | | () | |
| BALANCE AT SEPTEMBER 3, 2023 | | | | | | | | | | () | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | | | | | | | — | | | | |
Foreign-currency translation adjustment and other, net | — | | | — | | | — | | | () | | | — | | | () | | | — | | | () | |
Stock-based compensation | — | | | — | | | | | | — | | | — | | | | | | — | | | | |
Release of vested RSUs, including tax effects | | | | — | | | () | | | — | | | — | | | () | | | — | | | () | |
Repurchases of common stock | () | | | — | | | () | | | — | | | () | | | () | | | — | | | () | |
| Cash dividends declared | — | | | — | | | — | | | — | | | () | | | () | | | | | | () | |
| BALANCE AT SEPTEMBER 1, 2024 | | | | | | | | | | () | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | | | | | | | — | | | | |
Foreign-currency translation adjustment and other, net | — | | | — | | | — | | | | | | — | | | | | | — | | | | |
Stock-based compensation | — | | | — | | | | | | — | | | — | | | | | | — | | | | |
Release of vested RSUs, including tax effects | | | | — | | | () | | | — | | | — | | | () | | | — | | | () | |
Repurchases of common stock | () | | | — | | | () | | | — | | | () | | | () | | | — | | | () | |
| Cash dividends declared | — | | | — | | | — | | | — | | | () | | | () | | | — | | | () | |
| BALANCE AT AUGUST 31, 2025 | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
40
COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions)
| | | | | | | | | | | | | | | | | |
| 52 Weeks Ended | | 52 Weeks Ended | | 53 Weeks Ended |
| August 31,
2025 | | September 1,
2024 | | September 3,
2023 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
| Net income | $ | | | | $ | | | | $ | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation and amortization | | | | | | | | |
Non-cash lease expense | | | | | | | | |
Stock-based compensation | | | | | | | | |
| Impairment of assets and other non-cash operating activities, net | () | | | () | | | | |
Changes in operating assets and liabilities: | | | | | |
| Merchandise inventories | | | | () | | | | |
| Accounts payable | | | | | | | () | |
| Other operating assets and liabilities, net | | | | | | | | |
| Net cash provided by operating activities | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
| Additions to property and equipment | () | | | () | | | () | |
| Purchases of short-term investments | () | | | () | | | () | |
| Maturities of short-term investments | | | | | | | | |
| Other investing activities, net | | | | () | | | | |
| Net cash used in investing activities | () | | | () | | | () | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
| Repayments of short-term borrowings | () | | | () | | | () | |
| Proceeds from short-term borrowings | | | | | | | | |
| Repayments of long-term debt | () | | | () | | | () | |
| Proceeds from issuance of long-term debt | | | | | | | | |
| Tax withholdings on stock-based awards | () | | | () | | | () | |
| Repurchases of common stock | () | | | () | | | () | |
| Cash dividend payments | () | | | () | | | () | |
| Financing lease payments and other financing activities, net | () | | | () | | | () | |
| Net cash used in financing activities | () | | | () | | | () | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | | | | | | | | |
| Net change in cash and cash equivalents | | | | () | | | | |
| CASH AND CASH EQUIVALENTS BEGINNING OF YEAR | | | | | | | | |
| CASH AND CASH EQUIVALENTS END OF YEAR | $ | | | | $ | | | | $ | | |
| | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | |
| Cash paid during the year for: | | | | | |
Interest | $ | | | | $ | | | | $ | | |
| Income taxes, net | $ | | | | $ | | | | $ | | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | | | | | |
| Cash dividend declared, but not yet paid | $ | | | | $ | | | | $ | | |
| Capital expenditures included in liabilities | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
41
COSTCO WHOLESALE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in millions, except share, per share, and warehouse count data)
warehouses worldwide: in the United States (U.S.) located in states, Washington, D.C., and Puerto Rico, in Canada, in Mexico, in Japan, in the U.K., in Korea, in Australia, in Taiwan, in China, in Spain, in France, in Sweden, and each in Iceland and New Zealand. The Company operated e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan, and Australia. and $ at the end of 2025 and 2024.
| | $ | | | | Canada | | | | | |
| Other International | | | | | |
| Merchandise inventories | $ | | | | $ | | |
Merchandise inventories are stated at the lower of cost or market. U.S. merchandise inventories are valued by the cost method of accounting, using the last-in, first-out (LIFO) basis. The Company believes the LIFO method more fairly presents the results of operations by more closely matching current costs with current revenues. The Company records an adjustment each quarter, if necessary, for the projected annual effect of inflation or deflation, and these estimates are adjusted to actual results determined at year-end, after actual inflation or deflation rates and inventory levels have been determined. Due to higher merchandise costs in 2025, a $ charge was recorded to merchandise costs to increase the cumulative LIFO valuation on merchandise inventories at August 31, 2025. An immaterial LIFO benefit was recorded in 2024 and an immaterial charge was recorded in 2023. Canadian and Other International merchandise inventories are predominantly valued using the cost and retail inventory methods, respectively, using the first-in, first-out (FIFO) basis.
The Company initially provides for estimated inventory losses between physical inventory counts using estimates based on experience. The provision is adjusted to reflect physical inventory counts, which generally occur in the second and fourth fiscal quarters. Inventory cost where appropriate is reduced by estimates of vendor rebates when earned or as the Company progresses towards earning those rebates, provided that they are probable and reasonably estimable.
| | $ | | | | Buildings and improvements | - years | | | | | | |
| Equipment and fixtures | - years | | | | | | |
| Construction in progress | N/A | | | | | | |
| | | | | | | |
| Accumulated depreciation and amortization | | () | | | () | |
| Property and equipment, net | | $ | | | | $ | | |
The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate that the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques. Impairment charges recognized in 2025, 2024 and 2023 were immaterial.
, primarily related to the impairment of certain leased assets associated with charter shipping activities. This charge is included in merchandise costs.The Company's asset retirement obligations (ARO) primarily relate to leasehold improvements that must be removed at the end of a lease. These obligations are recorded as a discounted liability, with an offsetting asset, based upon the estimated fair value of the costs to remove the improvements. These liabilities are accreted over time to the projected future value of the obligation. The ARO assets are depreciated using the same depreciation method as the leasehold improvement assets and are included in buildings and improvements. Estimated ARO liabilities associated with these leases are included in other long-term liabilities in the consolidated balance sheet.
, $, and $. No impairment charges were recorded in 2025, 2024, or 2023.Definite-lived intangible assets, which are immaterial, are included in other long-term assets on the consolidated balance sheets and are amortized on a straight-line basis over their estimated lives, which approximates the pattern of expected economic benefit.
and $ in the aggregate, and were included in accrued salaries and benefits and other current liabilities in the consolidated balance sheets, classified based on their nature.The captive receives direct premiums, which are netted against the Company’s premium costs in SG&A expenses in the consolidated statements of income. The captive participates in a reinsurance program that includes third-party participants. The participant agreements and practices of the reinsurance program are designed to limit a participating members’ individual risk. Income statement adjustments
and $ at the end of 2025 and 2024. See Note 3 for information on the fair value of unsettled forward foreign-exchange contracts at the end of 2025 and 2024.The unrealized gains or losses recognized in interest income and other, net in the consolidated statements of income relating to the net changes in the fair value of unsettled forward foreign-exchange contracts were immaterial in 2025, 2024 and 2023.
The Company is exposed to fluctuations in prices for energy, particularly electricity and natural gas, and other commodities used in retail and manufacturing operations, which it seeks to partially mitigate through the use of fixed-price contracts for certain of its warehouses and other facilities, primarily in the U.S. and Canada. The Company also enters into variable-priced contracts for some purchases of natural gas, in addition to fuel for its gas stations, on an index basis. These contracts meet the characteristics of derivative instruments, but generally qualify for the “normal purchases and normal sales” exception under authoritative guidance and require no mark-to-market adjustment.
and $.In most countries, the Company's Executive members qualify for a 2% reward on qualified purchases, subject to an annual maximum value, which does not expire and is redeemable at Costco warehouses. The Company accounts for this reward as a reduction in sales, net of the estimated impact of non-redemptions (breakage), with the corresponding liability classified as accrued member rewards in the consolidated balance sheets. Estimated breakage is computed based on redemption data. For 2025, 2024, and 2023, the net reduction in sales was $, $, and $.
The Company sells and otherwise provides proprietary shop cards that do not expire and are redeemable at the warehouse or online for merchandise or membership. Revenue from shop cards is recognized upon redemption, and estimated breakage is recognized based on redemption data. The Company accounts for outstanding shop card balances as a liability, net of estimated breakage. Shop card liabilities are included in other current liabilities in the consolidated balance sheets.
Citibank, N.A. is the exclusive issuer of co-branded credit cards to U.S. members. The Company receives various forms of consideration from Citibank, including a royalty on purchases made on the card outside of Costco. A portion of the royalty is used to fund the rebate that cardholders receive, after taking into consideration breakage, which is calculated based on rebate redemption data. The rebates are issued in February and expire on December 31. The Company also maintains varying co-branded credit card arrangements in Canada and certain other International subsidiaries.
days of employment. The plan allows participants to make wage deferral contributions, a portion of which the Company matches. In addition, the Company provides each eligible participant an annual discretionary contribution. The Company also has a defined contribution plan for employees in Canada and contributes a percentage of each employee's wages. Certain subsidiaries in the Company's Other International operations have defined benefit and defined contribution plans, which are immaterial. Amounts expensed under all plans were $, $, and $ for 2025, 2024, and 2023, and are predominantly included in SG&A expenses in the consolidated statements of income. years of service with the Company and non-employee directors with five or more years may receive shares under accelerated vesting provisions. Recipients are not entitled to vote or receive dividends on unvested and undelivered shares.In May 2025, the Compensation Committee approved changes to the vesting schedule applicable only to future grants. Existing participants in the Plan had the option to make a one-time election to remain under the five-year vesting schedule with acceleration for long service or to change to a three-year vesting schedule with no such acceleration. RSUs granted to new participants will vest over the three-year term with no such acceleration. This has no impact on RSUs outstanding or the related disclosures in Note 7. Compensation expense for awards is predominantly recognized using the straight-line method over the requisite service period for the entire award and forfeitures are recognized as they occur. Under accelerated vesting provisions, compensation expense is recognized upon achievement of the long-service term. The cumulative amount of compensation cost recognized at any point in time equals at least the portion of the grant-date fair value of the award that is vested at that date. The fair value of RSUs is calculated as the market value of the common stock on the measurement date less the present value of the expected dividends forgone during the vesting period.
Stock-based compensation expense is predominantly included in SG&A expenses in the consolidated statements of income. Certain stock-based compensation costs are capitalized or included in the cost of merchandise. See Note 7 for additional information.
| | $ | | | | $ | | | |
|
|
| Held-to-maturity: | | | | | |
| Certificates of deposit | | | | — | | | | |
|
|
| Total short-term investments | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | |
| 2024: | Cost
Basis | | Unrealized
Losses, Net | | Recorded
Basis |
| Available-for-sale: | | | | | |
| Government and agency securities | $ | | | | $ | () | | | $ | | |
|
|
|
| Held-to-maturity: | | | | | |
| Certificates of deposit | | | | — | | | | |
|
|
| Total short-term investments | $ | | | | $ | () | | | $ | | |
Gross unrecognized holding gains and losses on available-for-sale securities were not material for the years ended August 31, 2025, and September 1, 2024. At those dates, there were no available-for-sale securities in a material continuous unrealized-loss position. There were no sales of available-for-sale securities during 2025 or 2024.
| | $ | | | | $ | | | | Due after one year through five years | | | | | | | | |
| Due after five years | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
| | $ | | | |
|
|
|
| |
|
| | | | $ | | | | $ | | |
_______________
(1)Included in selling, general and administrative expenses and merchandise costs in the consolidated statements of income.
(2)Included in interest expense and merchandise costs in the consolidated statements of income.
.(2)Excludes $ of lease payments for leases that have been signed but not commenced.
or $ per share, as compared to $ or $ per share in 2024. Dividends in 2024 included a special dividend of $ per share, resulting in a payment of approximately $. The Company's current quarterly dividend rate is $ per share.Stock Repurchase Programs
The Company's stock repurchase program is conducted under a $ authorization by the Board of Directors, which expires in January 2027. As of the end of 2025, the remaining amount available under the authorization was $.
| | $ | | | | $ | | | | 2024 | | | | | | | | |
| 2023 | | | | | | | | |
These amounts may differ from repurchases of common stock in the consolidated statements of cash flows due to changes in unsettled stock repurchases at the end of each fiscal year. Purchases are made from time to time, as conditions warrant, in the open market or in block purchases and pursuant to plans under SEC Rule 10b5-1.
RSUs. The number of RSUs that may be granted under this Plan is subject to adjustments for changes in capital structure. The Company issues new shares of common stock upon vesting and settlement of RSUs. Shares for vested RSUs are generally delivered to participants annually, net of shares withheld for taxes.Summary of Restricted Stock Unit Activity
At the end of 2025, shares were available to be granted as RSUs, and the following awards were outstanding:
• time-based RSUs, which vest upon continued employment or service over specified periods of time; and
• performance-based RSUs, of which were granted to executive officers subject to the determination of the attainment of performance targets for 2025, which occurred in September 2025. At that time, a portion vested as a result of executive officers who met accelerated vesting provisions. The remaining awards vest upon continued employment over specified periods of time. Please refer to Note 1 for accelerated vesting requirements.
| | $ | | | | Granted | | | | | |
| Vested and delivered | () | | | | |
| Forfeited | () | | | | |
|
| Outstanding at the end of 2025 | | | | $ | | |
The weighted-average grant date fair value of RSUs granted was $, $, and $ in 2025, 2024, and 2023. The remaining unrecognized compensation cost related to non-vested RSUs at the end of 2025 was $ and the weighted-average period of time over which this cost will be recognized is years. Included in the outstanding balance at the end of 2025 were approximately RSUs vested but not yet delivered.
Summary of Stock-Based Compensation
| | $ | | | | $ | | | Less recognized income tax benefit | | | | | | | | |
| Stock-based compensation expense, net | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Foreign | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Deferred | () | | | | | | | |
| Total federal | | | | | | | | |
| State: | | | | | |
| Current | | | | | | | | |
| Deferred | () | | | () | | | | |
| Total state | | | | | | | | |
| Foreign: | | | | | |
| Current | | | | | | | | |
| Deferred | () | | | () | | | () | |
| Total foreign | | | | | | | | |
| Total provision for income taxes | $ | | | | $ | | | | $ | | |
| | | % | | $ | | | | | % | | $ | | | | | % | | State taxes, net | | | | | | | | | | | | | | | | | |
| Foreign taxes, net | | | | | | | | | | | | | | | | | |
| Employee stock ownership plan (ESOP) | () | | | () | | | () | | | () | | | () | | | () | |
| Other | () | | | () | | | | | | | | | () | | | () | |
| Total | $ | | | | | % | | $ | | | | | % | | $ | | | | | % |
The Company's effective tax rate in 2025, 2024, and 2023 included tax benefits of $, $, and $, related to stock compensation. In 2024, tax benefits also included $ related to the portion of the special dividend payable through the Company's 401(k) plan and a net non-recurring tax benefit of $ related to a transfer pricing settlement and certain true-ups of tax reserves.
| | $ | | | | Deferred income/membership fees | | | | | |
| Foreign tax credit carry forward | | | | | |
| Operating lease liabilities | | | | | |
| Accrued liabilities and reserves | | | | | |
|
| Total deferred tax assets | | | | | |
| Valuation allowance | () | | | () | |
| Total net deferred tax assets | | | | | |
| Deferred tax liabilities: | | | |
| Property and equipment | () | | | () | |
| Merchandise inventories | () | | | () | |
| Operating lease right-of-use assets | () | | | () | |
| Foreign branch deferreds | () | | | () | |
| Other | () | | | () | |
| Total deferred tax liabilities | () | | | () | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
The deferred tax accounts at the end of 2025 and 2024 include deferred income tax assets of $ and $, included in other long-term assets; and deferred income tax liabilities of $ and $, included in other long-term liabilities.
In 2025 and 2024, the Company had valuation allowances of $ and $, primarily related to foreign tax credits that the Company believes will not be realized due to carry forward limitations. The foreign tax credit carry forwards are set to expire beginning in fiscal 2030.
The Company generally no longer considers fiscal year earnings of non-U.S. consolidated subsidiaries (other than China) indefinitely reinvested after 2023, in the case of Taiwan, and after 2017, in the case of all other subsidiaries, and has recorded the estimated incremental foreign withholding taxes (net of available foreign tax credits) and state income taxes payable assuming a hypothetical repatriation to the U.S. The Company considers undistributed earnings of certain non-U.S. consolidated subsidiaries, which totaled $, to be indefinitely reinvested and has not provided for withholding or state taxes.
| | $ | | | | Gross increases—current year tax positions | | | | | |
| Gross increases—tax positions in prior years | | | | | |
| Gross decreases—tax positions in prior years | () | | | | |
| Gross decreases—settlements | () | | | | |
| Lapse of statute of limitations | | | | () | |
| Gross unrecognized tax benefit at end of year | $ | | | | $ | | |
and $ at the end of 2025 and 2024.Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. Accrued interest and penalties recognized during 2025 and 2024, and accrued at the end of each respective period were immaterial.
The Company is currently under audit by several jurisdictions in the U.S. and abroad. Some audits may conclude in the next 12 months, and the unrecognized tax benefits recorded in relation to the audits may differ from actual settlement amounts. It is not practical to estimate the effect, if any, of any amount of such change during the next 12 months to previously recorded uncertain tax positions in connection with the audits. The Company does not anticipate that there will be a material increase or decrease in the total amount of unrecognized tax benefits in the next 12 months.
The Company files income tax returns in the U.S., various state and local jurisdictions, in Canada, and in several other foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state or local examination for years before fiscal 2018. The Company is currently subject to examination in California for fiscal years 2013 to present.
Other Taxes
The Company is subject to multiple examinations for value added, sales-based, payroll, product, import or other non-income taxes in various jurisdictions. In certain cases, the Company has received assessments from the authorities. Possible losses or range of possible losses associated with these matters are either immaterial or an estimate of the possible loss or range of loss cannot be made at this time. If certain matters or a group of matters were to be decided adversely to the Company, it could result in a charge that might be material to the results of an individual fiscal quarter or year.
| | $ | | | | $ | | | Weighted average basic shares | | | | | | | | |
| RSUs | | | | | | | | |
Weighted average diluted shares | | | | | | | | |
Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated based on the dilutive effect of RSUs using the treasury stock method.
| | $ | | | | $ | | | | Merchandise costs | | | | | | | | |
| Selling, general and administrative expenses | | | | | | | | |
| Operating income | $ | | | | $ | | | | $ | | |
| Canada | | | | | |
| Total revenue | $ | | | | $ | | | | $ | | |
| Merchandise costs | | | | | | | | |
| Selling, general and administrative expenses | | | | | | | | |
| Operating income | $ | | | | $ | | | | $ | | |
| Other International | | | | | |
| Total revenue | $ | | | | $ | | | | $ | | |
| Merchandise costs | | | | | | | | |
| Selling, general and administrative expenses | | | | | | | | |
| Operating income | $ | | | | $ | | | | $ | | |
| Total | | | | | |
| Total revenue | $ | | | | $ | | | | $ | | |
| Merchandise costs | | | | | | | | |
| Selling, general and administrative expenses | | | | | | | | |
| Operating income | | | | | | | | |
Other income(1) | | | | | | | | |
| Income before income taxes | $ | | | | $ | | | | $ | | |
____________(1)
| | $ | | | | $ | | | | Additions to property and equipment | | | | | | | | |
| Property and equipment, net | | | | | | | | |
| Total assets | | | | | | | | |
| Canada | | | | | |
| Depreciation and amortization | $ | | | | $ | | | | $ | | |
| Additions to property and equipment | | | | | | | | |
| Property and equipment, net | | | | | | | | |
| Total assets | | | | | | | | |
| Other International | | | | | |
| Depreciation and amortization | $ | | | | $ | | | | $ | | |
| Additions to property and equipment | | | | | | | | |
| Property and equipment, net | | | | | | | | |
| Total assets | | | | | | | | |
| Total | | | | | |
| Depreciation and amortization | $ | | | | $ | | | | $ | | |
| Additions to property and equipment | | | | | | | | |
| Property and equipment, net | | | | | | | | |
| Total assets | | | | | | | | |
Disaggregated Revenue
| | $ | | | | $ | | | Non-Foods | | | | | | | | |
Fresh Foods | | | | | | | | |
Warehouse Ancillary and Other Businesses | | | | | | | | |
Total net sales | $ | | | | $ | | | | $ | | |
Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A—Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of August 31, 2025, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of August 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).
Based on its assessment, management has concluded that our internal control over financial reporting was effective as of August 31, 2025. The attestation of KPMG LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting is included with the consolidated financial statements in Item 8 of this Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B—Other Information
During the fiscal quarter ended August 31, 2025, no director or officer of the Company or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Item 9C—Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10—Directors, Executive Officers and Corporate Governance
Information relating to the availability of our code of ethics for senior financial officers and a list of our executive officers appear in Part I, Item 1 of this Report. The information required by this Item concerning our directors and nominees for director is incorporated herein by reference to the sections entitled “Proposal 1: Election of Directors,” “Directors,” “Director Biographies,” and “Committees of the Board” in Costco’s Proxy Statement for its 2026 annual meeting of shareholders, which will be filed with the SEC within 120 days of the end of our fiscal year (“Proxy Statement”). We have governing the purchase, sale and other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Item 11—Executive Compensation
The information required by this Item is incorporated herein by reference to the sections entitled “Compensation of Directors” and “Executive Compensation” in Costco’s Proxy Statement.
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the section entitled “Principal Shareholders” and “Equity Compensation Plan Information” in Costco’s Proxy Statement.
Item 13—Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the sections entitled “Certain Relationships and Transactions” and "Committees of the Board" in Costco’s Proxy Statement.
Item 14—Principal Accounting Fees and Services
Our independent registered public accounting firm is , , Auditor Firm ID: .
The information required by this Item is incorporated herein by reference to the sections entitled “Independent Public Accountants” in Costco’s Proxy Statement.
PART IV
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 or furnished 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 | | | | | | 10-K | | 8/28/2022 | | 10/5/2022 |
| | | | | | | | | | |
| 3.2 | | | | | | 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 | | | | | | 8-K | | | | 4/17/2020 |
| | | | | | | | | | |
| 4.3 | | | | | | 8-K | | | | 4/17/2020 |
| | | | | | | | | | |
| 4.4 | | | | | | 8-K | | | | 4/17/2020 |
| | | | | | | | | | |
| 4.5 | | | | | | 8-K | | | | 5/16/2017 |
| | | | | | | | | | |
| 4.6 | | | | | | 8-K | | | | 5/16/2017 |
| | | | | | | | | | |
| 4.7 | | | | | | 10-K | | 8/28/2022 | | 10/5/2022 |
| | | | | | | | | | |
| 10.1* | | | | | | 10-K | | 9/2/2012 | | 10/19/2012 |
| | | | | | | | | | |
| 10.2* | | | | | | DEF 14 | | | | 12/17/2019 |
| | | | | | | | | | |
| 10.3* | | | | | | DEF 14A | | | | 12/19/2014 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Incorporated by Reference |
Exhibit
Number | | Exhibit Description | | Filed
Herewith | | Form | | Period Ended | | Filing Date |
| | | | | | | | | | |
| 10.3.1* | | | | | | 10-Q | | 11/24/2019 | | 12/23/2019 |
| | | | | | | | | | |
| 10.3.2* | | | | | | 10-Q | | 11/24/2019 | | 12/23/2019 |
| | | | | | | | | | |
| 10.3.3* | | | | | | 10-Q | | 11/24/2019 | | 12/23/2019 |
| | | | | | | | | | |
| 10.3.4* | | | | | | 10-Q | | 11/24/2019 | | 12/23/2019 |
| | | | | | | | | | |
| 10.4* | | | | | | 8-K | | | | 11/7/2024 |
| | | | | | | | | | |
| 10.5* | | | | | | 10-Q | | 11/26/2023 | | 12/20/2023 |
| | | | | | | | | | |
| 10.5.1* | | | | | | 10-Q | | 11/24/2024 | | 12/19/2024 |
| | | | | | | | | | |
| 10.6 | | | | | | 14A | | | | 12/13/1999 |
| | | | | | | | | | |
| 10.7* | | | | | | 10-K | | 9/1/2013 | | 10/16/2013 |
| | | | | | | | | | |
10.8# | | | | | | 10-Q | | 2/16/2025 | | 3/13/2025 |
| | | | | | | | | | |
| 19.1 | | | | | | 10-K | | 9/1/2024 | | 10/9/2024 |
| | | | | | | | | | |
| 97.1 | | | | | | 10-K | | 9/1/2024 | | 10/9/2024 |
| | | | | | | | | | |
| | | | | | | | | | |
| 21.1 | | | | x | | | | | | |
| | | | | | | | | | |
| 23.1 | | | | x | | | | | | |
| | | | | | | | | | |
| 31.1 | | | | x | | | | | | |
| | | | | | | | | | |
| 32.1** | | | | | | | | | | |
| | | | | | | | | | |
| 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 | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Incorporated by Reference |
Exhibit
Number | | Exhibit Description | | Filed
Herewith | | Form | | Period Ended | | Filing Date |
| 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.
** Furnished herewith
# 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.
Item 16—Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
October 7, 2025
| | | | | | | | | | | |
| COSTCO WHOLESALE CORPORATION (Registrant) |
| | |
| By | | /s/ GARY MILLERCHIP |
| | | Gary Millerchip Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
October 7, 2025
| | | | | | | | | | | | | | | | | | | | |
| By | | /s/ RON M. VACHRIS | | By | | /s/ HAMILTON E. JAMES |
| | Ron M. Vachris Chief Executive Officer, President and Director | | | | Hamilton E. James
Chairman of the Board |
| | | |
| By | | /s/ GARY MILLERCHIP | | By | | /s/ TIFFANY M. BARBRE |
| | Gary Millerchip
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) | | | | Tiffany M. Barbre
Senior Vice President and Corporate Controller
(Principal Accounting Officer) |
| | | |
| By | | /s/ SUSAN L. DECKER | | By | | /s/ KENNETH D. DENMAN |
| | Susan L. Decker
Director | | | | Kenneth D. Denman
Director |
| | | |
| By | | /s/ HELENA B. FOULKES | | | | /s/ SALLY JEWELL |
| | Helena B. Foulkes
Director | | | | Sally Jewell
Director |
| | | |
| By | | /s/ JEFFREY S. RAIKES | | By | | /s/ JOHN W. STANTON |
| | Jeffrey S. Raikes
Director | | | | John W. Stanton
Director |
| | | |
| By | | /s/ MARY (MAGGIE) A. WILDEROTTER | | | | |
| | Mary (Maggie) A. Wilderotter
Director | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
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