What the changes say
- Costco updated risk disclosures around regulatory compliance, accounting estimates, tax jurisdictions, and ESG goals.
What changed since the prior 10-K
New
- NewLegal and Regulatory Risks
Changes in or failure to comply with laws and regulations could adversely impact our business, financial condition and results of operations
Compliance failures or new laws regarding food safety, labor, and data privacy could increase our operating costs.
- NewLegal and Regulatory Risks
Accounting principles and related pronouncements, implementation guidelines, and interpretations we apply to a wide range of matters that are relevant to our business, including self-insurance liabilities, are highly complex and involve subjective assumptions, estimates and judgments by our management
Complex accounting principles and management estimates, including self-insurance liabilities, could alter reported financial performance.
- NewLegal and Regulatory Risks
Changes in federal, state and foreign tax rates and legislation, could adversely affect our financial condition and results of operations
Shifting tax rates, international tax rules, and transfer pricing disputes could increase our tax liabilities.
- NewLegal and Regulatory Risks
Failure or perceived failure to meet our environmental, social or governance (ESG) goals or expectations set by changing public interest and government regulation of ESG topics could result in reputational harm or adversely affect our business
Failure to achieve sustainability targets or comply with state extended producer responsibility laws could cause reputational harm and fines.
Dropped
- DroppedLegal and Regulatory Risks
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations
- DroppedLegal and Regulatory Risks
Changes in tax rates, new U.S. or foreign tax legislation, and exposure to additional tax liabilities could adversely affect our financial condition and results of operations
- DroppedLegal and Regulatory Risks
Changes in or failure to comply with environmental, social, or governance (ESG) regulations could adversely impact our business, financial condition and results of operations
Reworded
- 44% rewrittenMarket and Other External Risks
Failure to meet financial market expectations could adversely affect the market price and volatility of our stock
Added membership fee revenue to the list of specific drivers that could affect stock price if expectations are missed.
- 29% rewrittenBusiness and Operating Risks
If we do not successfully develop and maintain a relevant and comprehensive digital experience for our members, our results of operations could be adversely impacted
Removed references to social media and specific member shopping devices to generalize digital experience interactions.
Was: If we do not successfully develop and maintain a relevant omnichannel experience for our members, our results of operations could be adversely impacted
- 21% rewrittenBusiness and Operating Risks
We may be unsuccessful implementing our growth strategy, including expanding our business in existing markets and new markets, and integrating acquisitions, which could have an adverse impact on our business, financial condition and results of operations
Retained the risk regarding growth strategy and warehouse expansion challenges with minor stylistic edits.
- 20% rewrittenBusiness and Operating Risks
We are highly dependent on the financial performance of our U.S. and Canadian operations
Updated geographic reliance figures for fiscal 2025, showing U.S. and Canadian operating income at 84% and California sales at 26%.
All 26 risk factors
Headings as the filing states them, in filing order.
Business and Operating Risks
- 01We are highly dependent on the financial performance of our U.S. and Canadian operations20% rewritten
- 02We may be unsuccessful implementing our growth strategy, including expanding our business in existing markets and new markets, and integrating acquisitions, which could have an adverse impact on our business, financial condition and results of operations21% rewritten
- 03We seek to expand in existing markets to attain a greater overall market share. A new warehouse may draw members away from our existing warehouses and adversely affect their comparable sales performance, member traffic, and profitability
- 04Our failure to maintain membership growth, loyalty and brand recognition could adversely affect our results of operations
- 05Disruptions in merchandise distribution or processing, packaging, manufacturing, and other facilities could adversely affect sales and member satisfaction
- 06We may not timely identify or effectively respond to consumer tastes and preferences, which could negatively affect our relationship with our members, the demand for our products and services, and our market share
- 07Availability and performance of our IT systems are vital to our business. Failure to successfully execute IT projects and have IT systems available to our business would adversely impact our operations
- 08We are subject to payment-related risks
- 09We might sell products that cause illness or injury to our members, harm to our reputation, and expose us to litigation
- 10If we do not successfully develop and maintain a relevant and comprehensive digital experience for our members, our results of operations could be adversely impacted29% rewritten
- 11Inability to attract, train and retain qualified employees could adversely impact our business, financial condition and results of operations
- 12We may incur property, casualty or other losses not covered by our insurance
Market and Other External Risks
- 13We face strong competition from other retailers and warehouse club operators, which could adversely affect our business, financial condition and results of operations
- 14General economic factors, domestically and internationally, may adversely affect our business, financial condition, and results of operations
- 15Suppliers may be unable to timely supply us with quality merchandise at competitive prices or may fail to adhere to our high standards, resulting in adverse effects on our business, merchandise inventories, sales, and profit margins
- 16Fluctuations in foreign-exchange rates may adversely affect our results of operations
- 17Natural disasters, extreme weather conditions, or other catastrophic events could negatively affect our business, financial condition, and results of operations
- 18Pandemics and other health crises could affect our business, financial condition and results of operations in many respects
- 19Failure to meet financial market expectations could adversely affect the market price and volatility of our stock44% rewritten
Legal and Regulatory Risks
- 20Changes in or failure to comply with laws and regulations could adversely impact our business, financial condition and results of operationsNew
- 21We are subject to risks associated with the legislative, judicial, accounting, regulatory, political and economic factors specific to the countries or regions in which we operate, which could adversely affect our business, financial condition and results of operations
- 22Accounting principles and related pronouncements, implementation guidelines, and interpretations we apply to a wide range of matters that are relevant to our business, including self-insurance liabilities, are highly complex and involve subjective assumptions, estimates and judgments by our managementNew
- 23We are exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act and otherwise
- 24Changes in federal, state and foreign tax rates and legislation, could adversely affect our financial condition and results of operationsNew
- 25Failure or perceived failure to meet our environmental, social or governance (ESG) goals or expectations set by changing public interest and government regulation of ESG topics could result in reputational harm or adversely affect our businessNew
- 26We are involved in a number of legal proceedings and audits and some of these outcomes could adversely affect our business, financial condition and results of operations
Other Costco Wholesale 10-Ks
- FY2026 10-K risk factors26 risks1 new1 dropped4 reworded
Accounting judgments are newly emphasized as capable of materially changing reported results, including self-insurance liabilities.
Filed Oct 07, 2026 - FY2024 10-K risk factors25 risks
U.S. and Canadian operations drive the majority of sales, with California alone accounting for 27 percent of U.S. sales.
Filed Oct 09, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.