Costco 2011 Annual Report Download

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Annual
Report
2011
2011
YEAR ENDED AUGUST 28, 2011

Table of contents

  • Page 1
    Annual Report 2011 2011 YEAR ENDED AUGUST 28, 2011

  • Page 2
    ... Locations ...Business Overview ...Risk Factors ...Properties: Warehouses, Administration and Merchandise Distribution Properties ...Market for Costco Common Stock, Dividend Policy and Stock Repurchase Program ...Five Year Operating and Financial Highlights ...Management's Discussion and Analysis...

  • Page 3
    ... Mexico *2011 Includes Mexico At Fiscal Year End Average Sales Per Warehouse* (Sales In Millions) Year Opened 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 & Before Totals # of Whses 21 13 20 26 31 27 18 22 24 390 592 $103 $103 2002 *First year sales annualized. 2011 Includes Mexico Selling...

  • Page 4
    ... financial performance Costco delivered in fiscal 2011. Net sales increased by over 14 percent to $87 billion, and comparable sales in warehouses open more than a year were up 10 percent. Our sales and earnings in 2011 benefited from inflation in gasoline prices and stronger foreign exchange rates...

  • Page 5
    ... the next few years. Our ancillary businesses, encompassing our food courts, mini-photo labs, optical, hearing aid, pharmacy, and gas station operations, are another key component of our warehouse mix. Combined, they showed a sales increase of 24 percent in 2011. These ancillaries help set us apart...

  • Page 6
    ... our global units are booming. Of our 598 locations open at the close of calendar 2011, 26 are in the fastgrowing Asian markets where we operate, and where three of our new warehouses opened this year posted some of the highest opening-day sales and new member sign-ups in Company history. Australia...

  • Page 7
    ... year, Costco's co-founder Jim Sinegal informed our Board of Directors of his intention to step down as Chief Executive Officer of the Company effective January, 2012. The Board elected Craig Jelinek, President and Chief Operating Officer since February 2010, as President and Chief Executive Officer...

  • Page 8
    ... SOUTH KOREA 6 2 ALASKA JAPAN 2 2 24 2 6 8 5 2 9 2 3 TAIWAN 2 2 2 AUSTRALIA...New Rochelle Port Chester Queens Rego Park Staten Island Westbury Yonkers NORTH CAROLINA (7) Charlotte Durham Greensboro Matthews Raleigh Wilmington Winston-Salem New warehouse openings and relocations since FY 2010...

  • Page 9
    ... W. Henrico Leesburg Manassas Newington Newport News Norfolk Pentagon City Potomac Mills CANADA (82) Sterling Winchester WASHINGTON (29) Aurora Village Bellingham Burlington Clarkston Covington Everett Federal Way Fife - Bus. Ctr. Gig Harbor Issaquah Kennewick Kirkland Lacey Lynnwood - Bus. Ctr...

  • Page 10
    ...increased level of net sales and earnings during the winter holiday season. References to 2011, 2010, and 2009 relate to the 52-week fiscal years ended August 28, 2011, August 29, 2010, and August 30, 2009, respectively. We operate membership warehouses based on the concept that offering our members...

  • Page 11
    ... discount retail operations. We generally limit marketing and promotional activities to new warehouse openings, occasional direct mail to prospective new members, and regular direct marketing programs (such as The Costco Connection, a magazine we publish for our members, coupon mailers, weekly email...

  • Page 12
    ... businesses, costco.com in the U.S. and costco.ca in Canada, provide our members additional products generally not found in our warehouses, in addition to services such as digital photo processing, pharmacy, travel, and membership services. Our warehouses accept cash, checks, certain debit cards...

  • Page 13
    ... Canada, Mexico, and the United Kingdom for an annual fee of approximately $100. This program, excluding Mexico, offers additional savings and benefits on various business and consumer services, such as merchant credit-card processing, auto and home insurance, the Costco auto purchase program, check...

  • Page 14
    ...,000 The numbers for 2010 and 2009 exclude approximately 9,000 individuals who were employed by Mexico at the end of those years. Approximately 13,600 hourly employees in certain of our locations (all former Price Company locations) in five states are represented by the International Brotherhood of...

  • Page 15
    ... manage some aspects of our business most directly related to sustainability, including: data research; tracking and analysis; policy development; designing or assisting with sustainable initiatives related to development, environmental, economic and social concerns; employee education and training...

  • Page 16
    ..., supercenter stores, department and specialty stores, gasoline stations, and internet-based retailers. Such retailers and warehouse club operators compete in a variety of ways, including merchandise pricing, selection and availability, services, location, convenience, and store hours. Our...

  • Page 17
    ... performance of our United States and Canada operations. Our financial and operational performance is highly dependent on our United States and Canada operations, which comprised 89% and 83% of consolidated net sales and operating income in 2011, respectively. Within the United States, we are highly...

  • Page 18
    ... of continued supply, pricing or access to new products, and any vendor could at any time change the terms upon which it sells to us or discontinue selling to us. Member demands may lead to out-of-stock positions of our merchandise, leading to loss of sales and profits. We purchase our merchandise...

  • Page 19
    ... warehouse sales, lower employee morale and productivity, diminish member trust, and reduce member renewal rates and, accordingly, membership fee revenues, resulting in a reduction in shareholder value. In addition, we sell many products under our owned and exclusive Kirkland Signature brand...

  • Page 20
    ... an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. We rely extensively on computer systems to process transactions, summarize results and manage our business. Disruptions in...

  • Page 21
    ...warehouse sales growth rates, margins, earnings and earnings per share or new warehouse openings, could cause the market price of our stock to decline, as could changes in our dividend or stock repurchase policies. Natural disasters or other catastrophic events could unfavorably affect our financial...

  • Page 22
    ...as rising sea levels. Extreme weather conditions increase our costs, and damage resulting from extreme weather may not be fully insured. We are subject to a wide variety of federal, state, regional, local and international laws and regulations relating to the use, storage, discharge, and disposal of...

  • Page 23
    ... our members. In addition, our online operations at www.costco.com and www.costco.ca depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments. A compromise of our security systems or those of other business partners that...

  • Page 24
    ... Properties At August 28, 2011, we operated 592 membership warehouses: NUMBER OF WAREHOUSES Own Land and Building Lease Land and/or Building(1) Total United States and Puerto Rico ...Canada ...Mexico ...United Kingdom ...Japan ...Taiwan ...Korea ...Australia ...Total ... 339 72 31 19 1 0 3 2 467...

  • Page 25
    ... stock repurchase program activity for the 16-week fourth quarter of fiscal 2011: Total Number of Shares Purchased as Part of Publicly Announced Programs(2) Maximum Dollar Value of Shares that May Yet be Purchased Under the Programs(2) Period(1) Total Number of Shares Purchased Average Price Paid...

  • Page 26
    ...reinvestment of all dividends. Available Information Our internet website is www.costco.com. We make available through the Investor Relations section of that site, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Forms...

  • Page 27
    ... in this Report. SELECTED FINANCIAL DATA (dollars in millions, except per share and warehouse number data) Aug. 28, 2011 (52 weeks) Aug. 29, 2010 (52 weeks) Aug. 30, 2009 (52 weeks) Aug. 31, 2008 (52 weeks) Sept. 2, 2007 (52 weeks) As of and for the year ended RESULTS OF OPERATIONS Net sales...

  • Page 28
    ... our members, negatively impacting gross margin. We also achieve sales growth by opening new warehouses and relocating existing warehouses to larger and better-located facilities. As our warehouse base grows, available and desirable potential sites become more difficult to secure, and square footage...

  • Page 29
    ... relate to net income attributable to Costco. Only the 2011 data in the accompanying tables includes Mexico. Results of Operations Net Sales 2011 2010 2009 Net sales ...Net sales increase (decrease) ...Increase (decrease) in comparable sales ...Warehouse openings, net ...2011 vs. 2010 Net Sales...

  • Page 30
    ..., or 126 basis points, during 2010. Reported comparable sales growth includes the negative impact of cannibalization (established warehouses losing sales to our newly opened locations). Membership Fees 2011 2010 2009 Membership fees ...Membership fees increase ...Membership fees as a percent of net...

  • Page 31
    ... benefit of membership sign-ups at warehouses opened in 2009, a 2009 $27 charge to membership fees related to a litigation settlement concerning our membership renewal policy, and the additional membership sign-ups at the 13 net new warehouses opened in 2010. Our member renewal rate at the end...

  • Page 32
    ... points compared to 2009; excluding the effect of gasoline price inflation on net sales SG&A expense increased three basis points. Warehouse operating costs, excluding the effect of gasoline price inflation, increased seven basis points, primarily due to higher employee benefit costs, particularly...

  • Page 33
    ... shortened useful life through the expected closing date, on buildings to be demolished or sold and that are not otherwise impaired. The impairment charge in 2009 primarily related to the closing of our two Costco Home locations. At the end of 2011 and 2010, the reserve for warehouse closing costs...

  • Page 34
    ... Note 1 to the consolidated financial statements included in this Report. Net cash used in financing activities totaled $1,277 in 2011 compared to $719 in 2010, an increase of $558. This increase was primarily attributable to a $73 increase in cash used to repurchase Costco's common stock and a $519...

  • Page 35
    ...by these non-U.S. consolidated subsidiaries and other entities. Dividends In April 2011, our Board of Directors increased our quarterly cash dividend from $0.205 to $0.24 per share. Our quarterly cash dividends paid in 2011 totaled $0.89 per share, as compared to $0.77 per share in 2010. Contractual...

  • Page 36
    ... of cash provided from operations and existing cash and cash equivalents and short-term investments. We plan to open up to 20 net new warehouses in 2012, and at least one relocation of an existing warehouse to a larger and better-located facility. In addition, the closed warehouse in Japan is...

  • Page 37
    ...Expiration Date Credit Line Usage at August 29, 2010 Stand-by Letter of Credit Total of (LC) & ShortApplicable all Credit Letter of Commercial Term Available Interest Facilities Guaranty LC Borrowing Credit Rate U.S...U.S...Australia(1) ...Canada(1)(3) ...Japan(1) Japan(1) Japan(1) Japan(2) Korea...

  • Page 38
    ... the discounted issue price plus accrued interest to date of redemption) any time after August 2002. As of August 28, 2011, $862 in principal amount of Zero Coupon Notes had been converted by note holders into shares of Costco Common Stock, of which the principal converted during 2011, 2010 and 2009...

  • Page 39
    ... have had, or are reasonably likely to have, a material current or future effect on our financial condition or consolidated financial statements. Stock Repurchase Programs In April 2011, our Board of Directors authorized a new stock repurchase program in the amount of $4,000, expiring in April 2015...

  • Page 40
    ... Executive members qualify for a 2% reward (which can be redeemed only at Costco warehouses), up to a maximum of approximately $500 per year, on qualified purchases made at Costco. We account for this 2% reward as a reduction in sales, with the related liability being classified within other current...

  • Page 41
    ... financial instruments for trading purposes. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our investment holdings that are diversified among money market funds, U.S. government and agency securities, Federal Deposit Insurance Corporation insured...

  • Page 42
    ... consolidated financial statements included in this Report for more information on our long and shortterm debt. Foreign Currency-Exchange Risk Our foreign subsidiaries conduct limited transactions in their non-functional currencies, which exposes us to fluctuations in exchange rates. We manage these...

  • Page 43
    ... for Director is included in Costco's Proxy Statement for our Annual Meeting of Shareholders to be held on January 26, 2012. A list of the names and positions of the Directors, as well as the Executive and Senior Officers of our Company, appears on Page 82 of this Report. The following is a list of...

  • Page 44
    ... management also prepared the related financial information included in this Annual Report on Form 10-K and is responsible for its accuracy and consistency with the financial statements. The consolidated financial statements have been audited by KPMG LLP, an independent registered public accounting...

  • Page 45
    ... 28, 2011. 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 financial statements in this Report. Jim Sinegal Chief Executive Officer Richard A. Galanti Executive Vice President...

  • Page 46
    ... 52-week periods ended August 28, 2011, August 29, 2010, and August 30, 2009, 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), the Company's internal control over...

  • Page 47
    ... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of August 28, 2011 and August 29, 2010, and the related consolidated statements of income, equity and comprehensive income, and cash flows for each of the 52-week periods ended August...

  • Page 48
    ... ASSETS ...LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings ...Accounts payable ...Current portion of long-term debt ...Accrued salaries and benefits ...Accrued sales and other taxes ...Other current liabilities ...Deferred membership fees ...Total current liabilities ...LONG-TERM...

  • Page 49
    ... CORPORATION CONSOLIDATED STATEMENTS OF INCOME (dollars in millions, except per share data) 52 weeks ended August 28, 2011 52 weeks ended August 29, 2010 52 weeks ended August 30, 2009 REVENUE Net sales ...Membership fees ...Total revenue ...OPERATING EXPENSES Merchandise costs ...Selling, general...

  • Page 50
    ... restricted stock units, including tax effects ...7,461 Conversion of convertible notes ...18 Repurchases of common stock ...(9,943) Stock-based compensation ...Cash dividends ...BALANCE AT AUGUST 29, 2010 ...433,510 Initial consolidation of noncontrolling interest in Costco Mexico ...Comprehensive...

  • Page 51
    ... ...Net increase 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 (reduced by $9, $11, and $8 interest capitalized in 2011, 2010, and 2009...

  • Page 52
    ... prices on a limited selection of nationally branded and select private-label products in a wide range of merchandise categories in no-frills, self-service facilities. At August 28, 2011, Costco operated 592 warehouses worldwide which included: 429 U.S. locations (in 40 U.S. states and Puerto Rico...

  • Page 53
    ... on the Company's previously reported consolidated financial statements. Cash and Cash Equivalents The Company considers as cash and cash equivalents all highly liquid investments with a maturity of three months or less at the date of purchase and proceeds due from credit and debit card transactions...

  • Page 54
    ... market data for substantially the full term of the assets or liabilities, or could be obtained from data providers or pricing vendors. The Company's Level 2 assets and liabilities primarily include United States (U.S.) government and agency securities, Federal Deposit Insurance Corporation...

  • Page 55
    ... of various tax related items. Third-party pharmacy receivables generally relate to amounts due from members' insurance companies for the amount above their co-pay, which is collected at the point-of-sale. Amounts are recorded net of an allowance for doubtful accounts. Management determines the...

  • Page 56
    ... and closing costs, net and interest income and other in the consolidated statements of income. In 2009, the charge was primarily related to the closure of its two Costco Home locations in July 2009. Assets classified as held for sale were not material as of August 28, 2011 or August 29, 2010. 54

  • Page 57
    ... life insurance contracts to the net cash surrender value at the end of each reporting period. Accounts Payable The Company's banking system provides for the daily replenishment of major bank accounts as checks are presented. Accordingly, included in accounts payable at the end of 2011 and 2010 are...

  • Page 58
    ... of the following at the end of 2011 and 2010: 2011 2010 Accrued member rewards ...Insurance-related liabilities ...Tax-related liabilities ...Cash card liability ...Deferred sales ...Other current liabilities ...Vendor consideration liabilities ...Sales return reserve ...Interest payable ...Other...

  • Page 59
    ... consolidated statements of income. These gains and losses were $8 and $13 in 2011 and 2010, respectively and not significant in 2009. Revenue Recognition The Company generally recognizes sales, net of estimated returns, at the time the member takes possession of merchandise or receives services...

  • Page 60
    ... to support warehouse operations. Marketing and Promotional Expenses Costco's policy is generally to limit marketing and promotional expenses to new warehouse openings, occasional direct mail marketing to prospective new members and direct mail marketing programs to existing members promoting...

  • Page 61
    ...8 $17 Warehouse closing expenses primarily relate to accelerated building depreciation based on the shortened useful life through the expected closing date and remaining lease obligations, net of estimated sublease income, for leased locations. At the end of 2011 and 2010, the Company's reserve for...

  • Page 62
    ...from common stock and the excess repurchase price over par value is deducted from additional paid-in capital and retained earnings. See Note 6 for additional information. Recently Adopted Accounting Pronouncements As discussed above in Note 1, the Company adopted guidance related to consolidation of...

  • Page 63
    ... is not expected to have a material impact on the Company's consolidated financial statement disclosure. In June 2011, the FASB issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the...

  • Page 64
    ... has an established banking relationship. The Company's investments at the end of 2011 and 2010, were as follows: 2011: Cost Basis Unrealized Gains Unrealized Losses Recorded Basis Available-for-sale: U.S. government and agency securities ...Corporate notes and bonds ...FDIC-insured corporate bonds...

  • Page 65
    ...-for-sale securities during 2011, 2010, and 2009 are provided in the following table: 2011 2010 2009 Proceeds ...Realized gains ...Realized losses ... $602 1 0 $309 5 1 $183 5 2 During 2009, the Company recognized $12 other-than-temporary impairment losses related to certain enhanced money fund...

  • Page 66
    ... of these dates, the Company's holdings of Level 3 financial assets and liabilities were immaterial. 2011: Level 1 Level 2 Money market mutual funds(1) ...Investment in U.S. government and agency securities(3) ...Investment in corporate notes and bonds ...Investment in FDIC-insured corporate bonds...

  • Page 67
    ... the Fiscal Year Average Amount Outstanding During the Fiscal Year Weighted Average Interest Rate During the Fiscal Year Year ended August 28, 2011 Bank borrowings: Canada ...Japan ...Bank overdraft facility: United Kingdom ...Year ended August 29, 2010 Bank borrowings: Canada ...Japan ...Bank...

  • Page 68
    ... Coupon Notes outstanding are convertible into a maximum of 878,000 shares of Costco Common Stock shares at an initial conversion price of $22.71. Holders of the Zero Coupon Notes may require the Company to purchase the Zero Coupon Notes (at the discounted issue price plus accrued interest to date...

  • Page 69
    ... expense and sublease income related to certain of its operating lease arrangements, for 2011, 2010 and 2009 are as follows: Aggregate rental expense Sublease income(1) 2011 ...2010 ...2009 ...(1) Included in interest income and other, net Contingent rents are not material. Capital Leases $208 187...

  • Page 70
    ...taxes and other liabilities on the consolidated balance sheets. Note 6-Stockholders' Equity Dividends The Company's current quarterly dividend rate is $0.24 per share. Stock Repurchase Programs The Company's stock repurchase activity during 2011, 2010, and 2009 is summarized in the following table...

  • Page 71
    ... awarded RSU grants continue to involve daily vesting upon certain terminations of employment. Additionally, employees who attain certain years of service with the Company will receive shares under accelerated vesting provisions on the annual vesting date rather than upon qualified retirement. The...

  • Page 72
    ... exercise price at the end of 2010 and 2009: 2010 2009 Options exercisable (shares in 000's) ...Weighted average exercise price ... 13,032 $ 39.43 16,588 $ 39.62 The tax benefits realized and intrinsic value related to total stock options exercised during 2011, 2010, and 2009 are provided in...

  • Page 73
    ... 50% of the first one thousand dollars of employee contributions. In addition, the Company provides each eligible participant an annual discretionary contribution based on salary and years of service. California union employees participate in a defined benefit plan sponsored by their union. The...

  • Page 74
    ... other employee stock programs were allocated directly to equity attributable to Costco in the amount of $59, $15, and $2, in 2011, 2010, and 2009, respectively. The reconciliation between the statutory tax rate and the effective rate for 2011, 2010, and 2009 is as follows: 2011 2010 2009 Federal...

  • Page 75
    ... the end of 2011 and 2010, respectively, as such earnings are deemed by the Company to be indefinitely reinvested. Because of the availability of U.S. foreign tax credits and complexity of the computation, it is not practicable to determine the U.S. federal income tax liability or benefit that would...

  • Page 76
    ... San Diego, Case No. 37-2009-00089654. The case was removed to the United States District Court, Southern District of California (San Diego), Case No. 09-CV-02473-AJB (BGS). On December 14, 2010, the court certified two classes of hourly non-exempt employees subject to the Company's closing lockdown...

  • Page 77
    ... people employed in Washington state warehouses from November 2006 through November 2009 who had clocked out and were detained during closing procedures without compensation. Trial has been scheduled for February 13, 2012. On July 14, 2010, a putative class action was filed alleging that the Company...

  • Page 78
    ... the States of Alabama, Arizona, California, Florida, Georgia, Kentucky, Nevada, New Mexico, North Carolina, South Carolina, Tennessee, Texas, Utah, and Virginia. Other than payments to class representatives, the settlement does not provide for cash payments to class members. On August 18, 2009, the...

  • Page 79
    ... Tire Corp. Retiree Medical Benefits Trust v. James Sinegal, et al., Case No. 2:08-cv-01450-TSZ (United States District Court for the Western District of Washington), was filed on or about September 29, 2008, and named as defendants all but one of the Company's directors and certain of its senior...

  • Page 80
    ... the State of California v. Costco Wholesale Corp., et al, No. 37-2009-00099912 (Superior Court for the County of San Diego), alleging on information and belief that the Company has violated and continues to violate provisions of the California Health and Safety Code and the Business and Professions...

  • Page 81
    ... 1, the Company began consolidating Mexico on August 30, 2010. For segment reporting, these operations are included as a component of other international operations for the year ended August 28, 2011. Prior year amounts for Mexico are only included in total assets under United States operations in...

  • Page 82
    ... results of operations for 2011 and 2010. First Quarter 12 Weeks 52 Weeks Ended August 28, 2011(1) Second Third Fourth Quarter Quarter Quarter 12 Weeks 12 Weeks 16 Weeks Total 52 Weeks REVENUE Net sales ...Membership fees ...Total revenue ...OPERATING EXPENSES Merchandise costs ...Selling, general...

  • Page 83
    ... 0.205 438,611 445,970 $ 0.77 (3) Includes a $22 charge related to a change in employee benefits whereby certain unused time off will now be paid annually to our employees. Note 14-Subsequent Event On October 5, 2011, the Company's Japanese subsidiary entered into an agreement to issue promissory...

  • Page 84
    ...C. Chavez Senior Vice President, Costco Wholesale Industries & Business Development Victor A. Curtis Senior Vice President, Pharmacy John B. Gaherty Senior Vice President, General Manager - Midwest Region Richard A. Galanti Executive Vice President, Chief Financial Officer Jaime Gonzalez Senior Vice...

  • Page 85
    ... and Food Court Deborah Cain GMM - Foods - Northwest Region Deborah Calhoun GMM - Foods - San Diego Region Patrick Callans Corporate Purchasing and Business Centers Mike Casebier Operations - San Diego Region Richard Chang Country Manager - Taiwan Jeffrey M. Cole Gasoline, Car Wash & 1-Hour Photo...

  • Page 86
    ..., 999 Lake Drive, Issaquah, Washington 98027. Internet users can access recent sales and earnings releases, the annual report and SEC filings, as well as our Costco Online web site, at http://www.costco.com. E-mail users may direct their investor relations questions to [email protected]. All of...

  • Page 87