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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED MAY 7, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO TO
COMMISSION FILE NUMBER 0-20355
PRICE/COSTCO, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 33-0572969
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or
organization)
</TABLE>
999 LAKE DRIVE
ISSAQUAH, WASHINGTON 98027
(Address of principal executive office)
(206)313-8100
(Registrant's telephone number, including area code)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES _X_ NO ___
The registrant had 194,993,226 common shares, par value $.01, outstanding at
June 9, 1995.
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<PAGE>
PRICE/COSTCO, INC.
AND SUBSIDIARIES
INDEX TO FORM 10-Q
PART I FINANCIAL INFORMATION
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PAGE
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ITEM 1 FINANCIAL STATEMENTS......................................................................... 3
Condensed Consolidated Balance Sheets............................................................. 10
Condensed Consolidated Statements of Operations................................................... 11
Condensed Consolidated Statements of Cash Flows................................................... 12
Notes to Condensed Consolidated Financial Statements.............................................. 13
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........ 3
</TABLE>
PART II OTHER INFORMATION
<TABLE>
<S> <C>
ITEM 1 LEGAL PROCEEDINGS............................................................................ 8
ITEM 2 CHANGES IN SECURITIES........................................................................ 8
ITEM 3 DEFAULTS UPON SENIOR SECURITIES.............................................................. 8
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................... 8
ITEM 5 OTHER INFORMATION............................................................................ 8
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K............................................................. 8
Exhibit (27) Financial Data Schedule
Exhibit (28) Report of Independent Public Accountants............................................. 19
</TABLE>
2
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Price/Costco, Inc.'s (the "Company" or "PriceCostco") unaudited condensed
consolidated balance sheet as of May 7, 1995, and the condensed consolidated
balance sheet as of August 28, 1994, unaudited condensed consolidated statements
of operations for the 12- and 36-week periods ended May 7, 1995, and May 8,
1994, and unaudited condensed consolidated statements of cash flows for the
36-week periods then ended are included elsewhere herein. Also included
elsewhere herein are notes to the unaudited consolidated financial statements
and the results of the limited review performed by Arthur Andersen LLP,
independent public accountants.
The Company reports on a 52/53-week fiscal year, consisting of 13 four-week
periods and ending on the Sunday nearest the end of August. Fiscal 1995 is a
53-week year with period 13 consisting of five weeks ending on September 3,
1995. The first, second and third quarters consist of 12 weeks each and the
fourth quarter consists of 17 weeks.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
It is suggested that this management discussion be read in conjunction with
the management discussion included in the Company's fiscal 1994 annual report on
Form 10-K previously filed with the Securities and Exchange Commission.
COMPARISON OF THE 12 WEEKS ENDED MAY 7, 1995, AND MAY 8, 1994
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Net operating results for the third quarter of fiscal 1995 reflect a net
income of $32,615 or $.17 per share compared to net income of $32,040 or $.15
per share in the third quarter of fiscal 1994.
CONTINUING OPERATIONS
Income from continuing operations for the third quarter of fiscal 1995
increased 11% to $32,615 from $29,440 during the third quarter of fiscal 1994.
Earnings per share from continuing operations for the third quarter of fiscal
1995 increased 21% to $.17 from $.14 during the third quarter of fiscal 1994,
reflecting a reduction of 23.2 million outstanding shares of PriceCostco Common
Stock on December 20, 1994, following the completion of the spin-off of Price
Enterprises, Inc.
Net sales increased 8% to $3,824,841 during the third quarter of fiscal 1995
from $3,546,445 during the third quarter of fiscal 1994. This increase was
primarily due to opening 18 warehouses (opened 23, closed 5) since the end of
the third quarter of fiscal 1994. Changes in prices of merchandise did not
materially effect sales levels.
Comparable sales, sales in warehouses open for at least a year, increased
one percent during the third quarter of fiscal 1995. Even though comparable
sales increased, sales trends continued to be adversely impacted by several
factors, including: the effect of sales cannibalization from opening warehouses
in existing markets; increased competition in most markets; and a decline in the
average Canadian dollar exchange rate where the Company derives approximately
17% of net sales.
Membership fees and other revenue increased to $71,397 or 1.87% of net sales
in the third quarter of fiscal 1995 from $69,367 or 1.96% of net sales in the
third quarter of fiscal 1994. Membership fees include new membership sign-ups at
the 18 warehouses (opened 23, closed 5) opened since the end of the third
quarter of fiscal 1994, and the effect of membership fee increases in certain
markets implemented in fiscal 1994.
Gross margin (defined as net sales minus merchandise costs) increased 9% to
$348,517 or 9.11% of net sales in the third quarter of fiscal 1995 from
$320,434, or 9.04% of net sales in the third quarter of fiscal 1994. Gross
margin as a percentage of net sales increased due to greater purchasing power
realized since the Merger and the expanded use of the Company's depot
facilities. The gross margin
3
<PAGE>
figures reflect accounting for merchandise costs on the last-in, first-out
(LIFO) method. The third quarter of fiscal 1995 includes a $2,500 LIFO charge
compared to a $1,900 LIFO charge for the third quarter of fiscal 1994.
Selling, general and administrative expenses as a percent of net sales
decreased to 9.03% during the third quarter of fiscal 1995 from 9.26% during the
third quarter of fiscal 1994, reflecting, among other factors, lower expenses
resulting from the implementation of front-end scanning and automated receiving
at certain existing warehouses.
Preopening expenses totaled $3,332 or 0.09% of net sales during the third
quarter of fiscal 1995 compared to $1,967 or 0.06% of net sales during the third
quarter of fiscal 1994. During the third quarter of fiscal 1995, the company
opened 2 warehouses compared to one warehouse opening during the third quarter
of fiscal 1994. The third quarter of fiscal 1995 also includes an increase in
pre-opening expenses associated with remodels and expanded fresh foods and
ancillary operations at existing warehouses.
Interest expense totaled $16,747 in the third quarter of fiscal 1995
compared to $12,155 in the third quarter of fiscal 1994. The increase in
interest expense is primarily related to higher average borrowings and interest
rates under the Company's bank lines and commercial paper programs. Interest
income and other totaled $1,068 in the third quarter of fiscal 1995 compared to
$2,542 in the third quarter of fiscal 1994.
The effective income tax rate on earnings in the third quarter of fiscal
1995 was 41.4% compared to 41.0% effective tax rate in the third quarter of
fiscal 1994. The increase in the effective tax rate is the result of operating
losses of certain business entities owned by Price Enterprises and PriceCostco,
which cannot be consolidated for income tax purposes.
DISCONTINUED OPERATIONS
Income from discontinued real estate operations is not included in operating
results for periods subsequent to the announcement date (fourth quarter of
fiscal 1994) and through the date of disposal (second quarter of fiscal 1995).
In the third quarter of fiscal 1994, there was after-tax income from
discontinued real estate operations of $2,600 or $.01 per share.
COMPARISON OF THE 36 WEEKS ENDED MAY 7, 1995 AND MAY 8, 1994
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Net operating results for the first 36 weeks of fiscal 1995 reflect net
income of $62,550 or $.33 per share compared to $61,324 or $.28 per share in the
first 36 weeks of fiscal 1994. The results for the first 36 weeks of fiscal 1995
include a non-cash charge of $83,363 or $.37 per share, reflecting the final
calculation for the loss on the disposal of the discontinued real estate
operations following the completion of the spin-off of Price Enterprises. The
operating results for the first 36 weeks of fiscal 1994 include a provision for
merger and restructuring costs of $120,000 pre-tax ($80,000 or $0.36 per share
after tax) related to the merger of The Price Company and Costco Wholesale
Corporation (the "Merger"), which was completed on October 21, 1993.
CONTINUING OPERATIONS
Income from continuing operations for the first 36 weeks of fiscal 1995 was
$145,913 or $.70 per share compared to $52,211 or $.24 per share for the first
36 weeks of fiscal 1994. Excluding the $120,000 pre-tax merger and restructuring
charge, income from continuing operations for the first 36 weeks of fiscal 1994
would have been $132,211 or $.60 per share. The weighted average number of
shares used in the calculation for the first 36 weeks of fiscal 1995 reflects a
reduction of 23.2 million outstanding shares of PriceCostco Common Stock
beginning on December 20, 1994, following the completion of the spin-off of
Price Enterprises.
4
<PAGE>
Net sales increased 7% to $11,998,719 during the first 36 weeks of fiscal
1995 from $11,165,659 during the first 36 weeks of fiscal 1994. This increase
was primarily due to opening 18 warehouses (opened 23, closed 5) since the end
of the first 36 weeks of fiscal 1994. Changes in prices did not materially
contribute to sales increases.
Comparable sales, sales in warehouses open for at least a year, increased
one percent during the first 36 weeks of fiscal 1995. Even though comparable
sales increased, sales trends continued to be adversely impacted by several
factors, including: the effect of sales cannibalization from opening warehouses
in existing markets; increased competition in most markets; and a decline in the
average Canadian dollar exchange rate where the Company derives approximately
17% of net sales.
Membership fees and other revenue increased 3% to $234,764 or 1.96% of net
sales in the first 36 weeks of fiscal 1995 from $228,942 or 2.05% of net sales
in the first 36 weeks of fiscal 1994. This increase reflects new membership
sign-ups at the 18 warehouses opened since the end of the third quarter of
fiscal 1994, and the effect of membership fee increases implemented in certain
markets in fiscal 1994, offset by somewhat lower membership renewal rates at
existing warehouses which is primarily the result of offering reciprocal
memberships to Price and Costco members effective November, 1993.
Gross margin (defined as net sales minus merchandise costs) increased 9% to
$1,123,157 or 9.36% of net sales in the first 36 weeks of fiscal 1995 from
$1,027,304, or 9.20% of net sales in the first 36 weeks of fiscal 1994. Gross
margin as a percentage of net sales increased due to greater purchasing power
realized since the Merger and the expanded use of the Company's depot
facilities. The gross margin figures reflect accounting for merchandise costs on
the last-in, first-out (LIFO) method. For the first 36 weeks of fiscal 1995
there was a $7,500 LIFO charge or $.02 per share compared to a $5,700 or $.01
per share LIFO charge in the first 36 weeks of fiscal 1994.
Selling, general and administrative expenses as a percent of net sales
decreased to 8.78% during the first 36 weeks of fiscal 1995 from 8.84% during
the first 36 weeks of fiscal 1994, reflecting lower expenses resulting from the
implementation of front-end scanning and automated receiving at certain existing
warehouses, partially offset by higher expenses associated with international
expansion and certain ancillary operations. Selling, general and administrative
expenses for the first 36 weeks of fiscal 1994 includes a $2,500 pre-tax charge
related to costs associated with the January 1994 Los Angeles earthquake.
Preopening expenses totaled $13,774 or 0.11% of net sales during the first
36 weeks of fiscal 1995 compared to $18,012 or 0.16% of net sales during the
first 36 weeks of fiscal 1994. During the first 36 weeks of fiscal 1995, the
company opened 16 warehouses compared to 22 warehouses during the first 36 weeks
of fiscal 1994. The first 36 weeks of fiscal 1995 includes an increase of
preopening expenses associated with remodels and expanding fresh foods and
ancillary operations at existing warehouses.
Interest expense totaled $44,366 in the first 36 weeks of fiscal 1995
compared to $34,633 in the first 36 weeks of fiscal 1994. The increase in
interest expense is primarily related to higher borrowings and interest rates
under the Company's bank lines and commercial paper programs.
Interest income and other totaled $2,445 in the first 36 weeks of fiscal
1995 compared to $7,637 in the first 36 weeks of fiscal 1994. Interest income
and other decreased due to certain notes receivable being contributed to Price
Enterprises as of fiscal 1994 year end and an approximate $2,500 pre-tax charge
representing the Company's share of foreign currency exchange losses incurred by
Price Club Mexico (in which the Company had a 24.5% interest) due to the
currency devaluation in Mexico, during this fiscal year.
The $120,000 pre-tax provision for merger and restructuring costs reflected
in the first 36 weeks of fiscal 1994 includes direct transaction costs, expenses
related to consolidating and restructuring certain functions, the closing of
certain facilities and disposal of related properties, severance and
5
<PAGE>
employee payments, write-offs of certain redundant capitalized costs and certain
other costs. These costs were expensed in the first quarter of fiscal 1994. For
additional information see Note (2) "Merger of Price and Costco" to the
condensed consolidated financial statements.
The effective income tax rate on pre-tax earnings in the first 36 weeks of
fiscal 1995 was 41.3% compared to 41.0% (excluding the merger and restructuring
charge) for the first 36 weeks of fiscal 1994. The increase in the effective
income tax rate is primarily the result of operating losses of certain business
entities owned by Price Enterprises and PriceCostco, which cannot be
consolidated for income tax purposes. The provision for income taxes in the
first 36 weeks of fiscal 1994 reflects certain merger-related costs that are not
deductible for income tax purposes.
DISCONTINUED OPERATIONS
For the first 36 weeks of fiscal 1995, income from discontinued real estate
operations is not included in operating results. In the first 36 weeks of fiscal
1994, there was after-tax income from discontinued real estate operations of
$9,113 or $.04 per share.
The first 36 weeks of fiscal 1995 includes a non-cash charge of $83,363 or
$.37 per share reflecting the final calculation for the loss on disposal of
discontinued real estate operations. For additional information see Note (3)
"Spin-off of Price Enterprises, Inc. and Discontinued Operations" to the
condensed consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
(DOLLARS IN THOUSANDS)
EXPANSION PLANS
PriceCostco's primary requirement for capital is financing the expansion of
its United States and Canadian operations and its international (presently
Mexico, United Kingdom and Taiwan) expansion efforts. While there can be no
assurance that current expectations will be realized and plans are subject to
change upon further review, during fiscal 1995 management's intention is to
spend approximately $400,000 to $450,000 for its United States and Canadian
operations and approximately $75,000 to $100,000 for its international ventures.
Capital expenditures are primarily for real estate, construction, remodeling and
equipment for warehouses and related operations.
Expansion plans for the United States and Canada during fiscal 1995 are to
open approximately 24 warehouse clubs, including 5 locations that replace
existing warehouses. Additionally, the Company is currently remodeling or
expanding many of its existing warehouses primarily related to adding fresh
foods and/or ancillary operations.
On April 25, 1995, the Company purchased Price Enterprises' 25.5% interest
in Price Club Mexico. PriceCostco and its Mexico-based joint venture partner,
Controladora Comercial Mexicana, each now own a 50% interest in Price Club
Mexico. The purchase price for Price Enterprises' interest in Price Club Mexico
was $30.5 million. The purchase price was paid by a partial offset to the $45.9
million note owed to PriceCostco by Price Enterprises arising from the December,
1994 spin-off of Price Enterprises. Price Club Mexico currently operates 13
Price Club warehouses in Mexico.
International expansion plans during fiscal 1995 include opening two
additional warehouse clubs in the United Kingdom through a 60%-owned subsidiary
(including a warehouse opened in Glasgow, Scotland in June, 1995), and to
develop additional warehouse club ventures. In October 1994, a warehouse club
opened in Seoul, Korea under a licensing agreement.
Expansion will be financed with a combination of cash and cash equivalents
and short-term investments which totaled $62,906 at August 28, 1994 and $63,509
at May 7, 1995; net cash provided by operating activities; short-term borrowings
under revolving credit facilities and/or commercial paper facilities; issuance
of medium to long-term debt; capital contributions by joint venture partners and
other financing sources as required.
6
<PAGE>
BANK LINES OF CREDIT AND COMMERCIAL PAPER PROGRAMS
The Company has a domestic multiple option loan facility with a group of 13
banks which provides for borrowings up to $500,000 or for standby support for a
commercial paper program. Of this amount, $250,000 expires on January 30, 1996,
and $250,000 expires on January 30, 1998. The interest rate on bank borrowings
is based on LIBOR or rates bid at auction by the participating banks. At May 7,
1995, the amount outstanding under the Company's commercial paper program was
$398,382. On June 7, 1995, the Company completed an offering of $300,000 of
Senior notes due 2005. Net proceeds of approximately $297 million were used to
pay down the Company's commercial paper borrowing level -- see Note (8)
"Subsequent Event."
In addition, the Company's wholly-owned Canadian subsidiary has a $99,000
commercial paper program supported by a bank credit facility with three Canadian
banks, of which $60,000 will expire in April 1996 and $39,000 will expire in
April 1999. At May 7, 1995, $14,649 was borrowed under the commercial paper
program.
The Company also has separate letter of credit facilities (for commercial
and standby letters of credit) totaling approximately $183,000. The outstanding
commitments under these facilities at May 7, 1995, were approximately $70,000,
including approximately $40,000 in standby letters for workers' compensation
requirements.
FINANCIAL POSITION AND CASH FLOWS
Due to rapid inventory turnover, the Company's operations provide a higher
level of supplier accounts payable than generally encountered in other forms of
retailing. When combined with other current liabilities, the resulting amount
typically exceeds the current assets needed to operate the business. Working
capital deficit (current liabilities in excess of current assets) totaled
$182,825 at May 7, 1995, compared to a working capital deficit of $113,009 at
August 28, 1994. The increase in working capital deficit was primarily due to
financing the Company's expansion plans through short-term borrowings offset by
higher average inventories at existing warehouses and incremental working
capital required for the 12 warehouses (opened 16, closed 4) opened in the first
36 weeks of fiscal 1995.
The Company's balance sheet as of May 7, 1995, reflects a $75,558 or 2%
increase in total assets since August 28, 1994. The net increase is due to an
increase in receivables, higher inventory levels and a net increase in property
and equipment primarily related to the Company's expansion program, offset by
the spin-off of certain assets to Price Enterprises during the second quarter of
fiscal 1995. For additional information see Note (3) "Spin-off of Price
Enterprises, Inc. and Discontinued Operations" to the condensed consolidated
financial statements.
Net cash provided by operating activities totaled $61,461 in the first 36
weeks of fiscal 1995 compared to $200,653 in the first 36 weeks of fiscal 1994.
The decrease in net cash provided by operating activities is primarily a result
of the increase in merchandise inventories and a lower level of supplier
accounts payable as a percent of merchandise inventories.
Net cash used in investing activities totaled $314,117 in the first 36 weeks
of fiscal 1995 compared to $267,644 in the first 36 weeks of fiscal 1994. This
increase is primarily the result of receiving less proceeds from the sale of
property and equipment and a smaller reduction in short-term investments and
restricted cash during the 36 weeks ended May 7, 1995, than in the first 36
weeks of fiscal 1994. In the first 36 weeks of fiscal 1994, the Company
purchased a $41,000 note receivable, which was subsequently transferred to Price
Enterprises, Inc. as part of the spin-off.
Net cash provided by financing activities totaled $261,353 in the first 36
weeks of fiscal 1995 compared to $47,390 in the first 36 weeks of fiscal 1994.
In both periods the Company utilized its bank lines and commercial paper
programs to finance operations and expansion plans. Net proceeds from short-term
borrowings totaled $263,458 in the first 36 weeks of fiscal 1995 compared to
$18,875 in the first 36 weeks of fiscal 1994.
7
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 6, 1992, Price was served with a complaint in an action entitled
FECHT ET AL. V. THE PRICE COMPANY ET AL., Case No. 92-497, United States
District Court, Southern District of California (the Court). Subsequently, on
April 22, 1992, Price was served with a first amended complaint in the action.
The case was dismissed without prejudice by the Court on September 21, 1992, on
the grounds the plaintiffs had failed to state a sufficient claim against
defendants. Subsequently, plaintiffs filed a second amended complaint which, in
the opinion of Price's counsel, alleged substantially the same facts as the
prior complaint. The case was dismissed without prejudice by the Court on March
9, 1993, on grounds the plaintiffs had failed to state a sufficient claim
against defendants. Plaintiffs appealed to the Ninth Circuit Court of Appeals,
and the appeal was argued on October 4, 1994. The Company is currently awaiting
a Ninth Circuit Court of Appeals decision. If the Ninth Circuit Court of Appeals
renders a decision that is adverse to the Company, the Company intends to
vigorously defend against the suit. The Company does not believe that the
ultimate outcome of such litigation will have a material adverse effect on the
Company's financial position or results of operations.
On December 19, 1994, a Complaint was filed against PriceCostco in an action
entitled SNYDER V. PRICE/COSTCO, INC. ET. AL., Case No. C94-1874Z, United States
District Court, Western District of Washington. On January 4, 1995, a Complaint
was filed against PriceCostco in an action entitled BALSAM V. PRICE/COSTCO, INC.
ET. AL., Case No. C95-0009Z, United States District Court, Western District of
Washington. The Snyder and Balsam cases were subsequently consolidated and on
March 15, 1995, plaintiffs' counsel filed a First Amended And Consolidated Class
Action And Derivative Complaint. The Consolidated Complaint alleges violation of
certain state and federal laws arising from the spin-off and Exchange
Transaction and the merger between Price and Costco. The Company believes that
this suit is without merit and will vigorously defend against this suit. The
Company does not believe that the ultimate outcome of such litigation will have
a material adverse effect on the Company's financial position or results of
operations.
The Company is involved from time to time in claims, proceedings and
litigation arising from its business and property ownership. The Company does
not believe that any such claim, proceeding or litigation, either alone or in
the aggregate, will have a material adverse effect on the Company's financial
position or results of operations.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein or incorporated by
reference:
(27) Financial Data Schedule
(28) Report of Independent Public Accountants
(b) No reports on Form 8-K were filed for the 12 weeks ended May 7, 1995
8
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SIGNATURES
Pursuant to the requirements 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.
PRICE/COSTCO, INC.
REGISTRANT
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Date: June 21, 1995 /s/ James D. Sinegal
----------------------------------
James D. Sinegal
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Date: June 21, 1995 /s/ Richard A. Galanti
----------------------------------
Richard A. Galanti
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
</TABLE>
9
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PRICE/COSTCO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS
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<CAPTION>
MAY 7, AUGUST 28,
1995 1994
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(UNAUDITED)
<S> <C> <C>
Current Assets
Cash and cash equivalents....................................... $ 63,509 $ 53,638
Short-term investments.......................................... -- 9,268
Receivables, net................................................ 138,685 130,278
Merchandise inventories......................................... 1,480,242 1,260,476
Other current assets............................................ 86,014 80,638
---------- ------------
Total current assets........................................ 1,768,450 1,534,298
---------- ------------
Property and Equipment
Land, land rights, and land improvements........................ 969,284 878,858
Buildings and leasehold improvements............................ 1,241,223 1,091,073
Equipment and fixtures.......................................... 584,666 523,310
Construction in progress........................................ 69,416 78,264
---------- ------------
2,864,589 2,571,505
Less accumulated depreciation and amortization.................. (501,493) (425,109)
---------- ------------
Net property and equipment...................................... 2,363,096 2,146,396
---------- ------------
Other Assets...................................................... 179,671 177,880
Discontinued Operations Net Assets................................ -- 377,085
---------- ------------
$4,311,217 $4,235,659
---------- ------------
---------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank checks outstanding, less cash on deposit................... $ 4,544 $ 6,804
Short-term borrowings........................................... 413,031 149,340
Accounts payable................................................ 1,124,473 1,073,326
Accrued salaries and benefits................................... 229,814 207,570
Accrued sales and other taxes................................... 80,366 81,736
Other current liabilities....................................... 99,047 128,531
---------- ------------
Total current liabilities................................... 1,951,275 1,647,307
Long-Term Debt.................................................... 794,204 795,492
Deferred Income Taxes and Other Liabilities....................... 71,109 73,121
---------- ------------
Total liabilities........................................... 2,816,588 2,515,920
---------- ------------
Minority Interest................................................. 34,775 34,779
Stockholders' Equity
Preferred stock $.01 par value; 100,000,000 shares authorized;
no shares issued and outstanding............................... -- --
Common stock $.01 par value; 900,000,000 shares authorized;
194,923,000 and 217,795,000 shares issued and outstanding...... 1,949 2,178
Additional paid-in capital...................................... 301,571 582,148
Accumulated foreign currency translation........................ (49,430) (42,580)
Retained earnings............................................... 1,205,764 1,143,214
---------- ------------
Total stockholders' equity.................................. 1,459,854 1,684,960
---------- ------------
$4,311,217 $4,235,659
---------- ------------
---------- ------------
</TABLE>
The accompanying notes are an integral part of these balance sheets.
10
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PRICE/COSTCO, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
12 WEEKS ENDED 36 WEEKS ENDED
---------------------------- ------------------------------
MAY 7, 1995 MAY 8, 1994 MAY 7, 1995 MAY 8, 1994
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue
Net sales........................................ $ 3,824,841 $ 3,546,445 $ 11,998,719 $ 11,165,659
Membership fees and other........................ 71,397 69,367 234,764 228,942
------------- ------------- -------------- --------------
Total revenue.................................. 3,896,238 3,615,812 12,233,483 11,394,601
Operating Expenses
Merchandise costs................................ 3,476,324 3,226,011 10,875,562 10,138,355
Selling, general and administrative.............. 345,246 328,314 1,053,855 987,152
Preopening expenses.............................. 3,332 1,967 13,774 18,012
------------- ------------- -------------- --------------
Operating income............................... 71,336 59,520 290,292 251,082
Other Income (Expense)
Interest expense................................. (16,747) (12,155) (44,366) (34,633)
Interest income and other........................ 1,068 2,542 2,445 7,637
Provision for merger and restructuring costs..... -- -- -- (120,000)
------------- ------------- -------------- --------------
Income from Continuing Operations before Provision
for Income Taxes.................................. 55,657 49,907 248,371 104,086
Provision for income taxes....................... 23,042 20,467 102,458 51,875
------------- ------------- -------------- --------------
Income from Continuing Operations.................. 32,615 29,440 145,913 52,211
Discontinued Operations:
Income, net of tax............................... -- 2,600 -- 9,113
Loss on disposal................................. -- -- (83,363) --
------------- ------------- -------------- --------------
Net Income......................................... $ 32,615 $ 32,040 $ 62,550 $ 61,324
------------- ------------- -------------- --------------
------------- ------------- -------------- --------------
Net Income per Common and Common Equivalent Share
Fully Diluted:
Continuing operations............................ $0.17 $0.14 $0.70 $0.24
Discontinued operations:
Income, net of tax............................. -- 0.01 -- 0.04
Loss on disposal............................... -- -- (0.37) --
---- ---- ---- ----
Net income....................................... $0.17 $0.15 $0.33 $0.28
---- ---- ---- ----
Shares used in calculation (000's)............. 196,078 219,516 226,834 219,491
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
The accompanying notes are an integral part of these statements.
11
<PAGE>
PRICE/COSTCO, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
36 WEEKS ENDED
--------------------------
MAY 7, 1995 MAY 8, 1994
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income.......................................................................... $ 62,550 $ 61,324
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization....................................................... 94,973 87,647
Loss on disposal of discontinued operations......................................... 83,363 --
Increase in merchandise inventories................................................. (217,088) (185,108)
Increase in accounts payable........................................................ 49,743 162,704
Other............................................................................... (12,080) 74,086
------------ ------------
Total adjustments................................................................. (1,089) 139,329
------------ ------------
Net cash provided by operating activities......................................... 61,461 200,653
------------ ------------
Cash Flows from Investing Activities
Additions to property and equipment................................................. (308,089) (312,640)
Additions to non-club real estate investments....................................... -- (29,360)
Proceeds from the sale of property and equipment.................................... 5,563 50,308
Decrease in short-term investments and restricted cash.............................. 9,268 90,116
Increase in other assets and other.................................................. (20,859) (66,068)
------------ ------------
Net cash used in investing activities............................................. (314,117) (267,644)
------------ ------------
Cash Flows from Financing Activities
Net proceeds from short-term borrowings............................................. 263,458 18,875
Decrease in bank checks outstanding, less cash on deposit........................... (2,291) (4,956)
Payments on long-term debt.......................................................... (1,470) (9,858)
Exercise of stock options, including income tax benefit............................. 1,656 6,815
Proceeds from minority partner in subsidiary........................................ -- 36,514
------------ ------------
Net cash provided by financing activities......................................... 261,353 47,390
------------ ------------
Effect of Exchange Rate Changes on Cash............................................... 1,174 (1,373)
------------ ------------
Increase (decrease) in cash and cash equivalents...................................... 9,871 (20,974)
------------ ------------
Cash and Cash Equivalents at Beginning of Year........................................ 53,638 120,227
------------ ------------
Cash and Cash Equivalents at End of Period............................................ $ 63,509 $ 99,253
------------ ------------
------------ ------------
Supplemental Disclosure of Cash Flow Information
(See Note 1 for supplemental disclosure of noncash activities):
Cash paid during the period for:
Interest (net of amounts capitalized)............................................... $ 33,862 $ 39,930
Income taxes........................................................................ 94,775 55,019
</TABLE>
The accompanying notes are an integral part of these statements.
12
<PAGE>
PRICE/COSTCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MAY 7, 1995
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
NOTE (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The unaudited consolidated financial statements include the accounts of
Price/Costco, Inc. (a Delaware corporation) and its subsidiaries (PriceCostco or
the Company.) PriceCostco is a holding company which operates primarily through
its major subsidiaries, The Price Company and subsidiaries (Price), and Costco
Wholesale Corporation and subsidiaries (Costco.) On October 21, 1993, Price and
Costco became wholly-owned subsidiaries of PriceCostco. These unaudited
consolidated financial statements have been prepared following the
pooling-of-interests method of accounting and reflect the combined financial
position and operating results of Price and Costco for all periods presented.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and pursuant to the rules and regulations of the Securities
and Exchange Commission. While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements and footnotes thereto included in the Company's annual
report filed on Form 10-K for the fiscal year ended August 28, 1994.
BUSINESS
The Company historically operated in two reporting business segments: a cash
and carry merchandising operation and a non-club real estate operation. In July
1994 the Company decided to discontinue its non-club real estate operations and
spin-off Price Enterprises, Inc., a former, indirect, wholly-owned subsidiary of
PriceCostco, formed in July 1994, as described more fully in Note (3).
The Company reports on a 52/53-week fiscal year, ending on the Sunday
nearest the end of August. Fiscal 1995 is 53 weeks with the first, second and
third quarters consisting of 12 weeks each and the fourth quarter ending
September 3, 1995, consisting of 17 weeks.
MERCHANDISE INVENTORIES
Merchandise inventories are valued at the lower of cost or market as
determined by the retail inventory method, and are stated using the last-in,
first-out (LIFO) method for U.S. merchandise inventories, and the first-in,
first-out (FIFO) method for foreign merchandise inventories. If the FIFO method
had been used merchandise inventory would have been $14,150 and $6,650 higher at
May 7, 1995, and August 28, 1994, respectively.
The Company provides for estimated inventory losses between physical
inventory counts on the basis of a standard percentage of sales. This provision
is adjusted to reflect the actual shrinkage results of the physical inventory
counts which generally occur in the second and fourth quarters of the Company's
fiscal year.
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income per common and common equivalent share is based on the weighted
average number of common and common equivalent shares outstanding. The
calculation for the 12- and 36-week periods ended May 7, 1995, reflects the
reduction of approximately 23.2 million PriceCostco shares tendered in exchange
for an equivalent number of Price Enterprises shares as of December 20, 1994.
The calculation for the 36-week period ended May 7, 1995, also eliminates
interest expense, net of
13
<PAGE>
PRICE/COSTCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 7, 1995
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
NOTE (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
income taxes, on the 5 1/2% convertible subordinated debentures (primary and
fully diluted) and the 6 3/4% convertible subordinated debentures (fully diluted
only), and includes the additional shares issuable upon conversion of these
debentures. The 12- and 36-week periods ended May 7, and the 36-week period
ended May 8, 1994 do not reflect the effect of convertible debentures as they
were not dilutive for either primary or fully-diluted purposes.
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
In December 1994, the Company exchanged 23,224,028 shares of Price
Enterprises common stock valued at $282,462 for an equal number of shares of
PriceCostco common stock. In February 1995, the Company exchanged 3,775,972
shares of Price Enterprises common stock valued at $45,925 for an
interest-bearing note receivable from Price Enterprises due in December 1996. As
of August 28, 1994, the net assets of Price Enterprises consisted primarily of
the net assets of the discontinued operations and certain other assets, all of
which were eliminated from the condensed consolidated balance sheet as of May 7,
1995. For additional information see "Note (3) Spin-off of Price Enterprises,
Inc. and Discontinued Operations." During the first 36 weeks of fiscal 1994, the
Company transferred approximately $51,522 of property and equipment and other
assets to its non-club real estate operations. In March 1995, the Company agreed
to purchase Price Enterprises' 25.5% interest in Price Club Mexico for $30,500.
See Note (4) "Acquisition of Additional Interest in Price Club Mexico."
NOTE (2) MERGER OF PRICE AND COSTCO
On October 21, 1993, the shareholders of both Price and Costco approved the
mergers of Price and Costco into subsidiaries of PriceCostco (the Merger).
Pursuant to the Merger, Price and Costco became subsidiaries of PriceCostco.
Shareholders of Price received 2.13 shares of PriceCostco common stock for each
share of Price common stock and shareholders of Costco received one share of
PriceCostco common stock for each share of Costco.
The Merger qualified as a "pooling-of-interests" for accounting and
financial reporting purposes. Consequently, the historical financial statements
for periods prior to the consummation of the combination were restated as though
the companies had been combined. The restated financial statements were adjusted
to conform the accounting policies of the separate companies.
All fees and expenses related to the Merger and to the consolidation and
restructuring of the combined companies were expensed as required under the
pooling-of-interests accounting method. In the first quarter of fiscal 1994, the
Company recorded a provision for merger and restructuring costs of $120,000
pre-tax ($80,000 after tax) related to the Merger.
14
<PAGE>
PRICE/COSTCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 7, 1995
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
NOTE (2) MERGER OF PRICE AND COSTCO (CONTINUED)
Components of the $120,000 provision for merger and restructuring costs,
including amounts expended and the remaining accrual related to completing the
merger and restructuring effort at May 7, 1995, are as follows:
<TABLE>
<CAPTION>
AMOUNTS ESTIMATE TO
EXPENDED COMPLETE
----------- -----------
<S> <C> <C>
Direct transaction expenses including investment banking, legal, accounting, printing,
filing and other professional fees..................................................... $ 24,548 $ --
Cost of closing eight operating warehouses including property write-downs, severance,
future lease costs, and other closing expenses; write-downs of abandoned warehouse
projects and restructuring of redundant international expansion efforts................ 24,948 --
Costs of consolidating central administrative functions including information systems,
accounting, merchandising and human resources and costs associated with restructuring
regional and warehouse support activities including merchandise re-alignment and
distribution, all of which will be completed in fiscal 1995............................ 38,069 931
Costs of converting management information systems, primarily merchandising, operating,
and membership systems in fiscal 1994 and conversion of payroll, sales audit, and other
systems in fiscal 1995................................................................. 17,801 899
Other expenses.......................................................................... 12,706 98
----------- -----------
Total................................................................................. $ 118,072 $ 1,928
----------- -----------
----------- -----------
</TABLE>
NOTE (3) SPIN-OFF OF PRICE ENTERPRISES, INC. AND DISCONTINUED OPERATIONS
On July 28, 1994, PriceCostco entered into an Agreement of Transfer and Plan
of Exchange (as amended and restated, the Transfer and Exchange Agreement) with
Price Enterprises, Inc. (Price Enterprises). Price Enterprises was an indirect,
wholly-owned subsidiary of PriceCostco, formed in July 1994. The transactions
contemplated by the Transfer and Exchange Agreement are referred to herein as
the "Exchange Transaction." Pursuant to the Transfer and Exchange Agreement,
PriceCostco offered to exchange one share of Price Enterprises Common Stock for
each share of PriceCostco Common Stock, up to a maximum of 27 million shares of
Price Enterprises Common Stock (the Exchange Offer) according to the terms of
the agreement.
In the fourth quarter of fiscal 1994, the Company recorded an estimated loss
on disposal of its discontinued operations (the non-club real estate segment) of
$182,500 as a result of entering into the Transfer and Exchange Agreement. The
loss also included the direct expenses related to the Exchange Transaction. For
purposes of recording such estimated loss, the Company assumed that (i) the
Exchange Offer would be fully subscribed, (ii) a per share price of Price
Enterprises Common Stock of $15.25 (the closing sales price of PriceCostco
Common Stock on October 24, 1994), and (iii) direct expenses and other costs
related to the Exchange Transaction of approximately $15,250.
The Exchange Transaction was completed on December 20, 1994, with 23,224,028
shares of PriceCostco Common Stock tendered and exchanged for an equal number of
shares of Price Enterprises Common Stock. On February 9, 1995, Price Enterprises
purchased from PriceCostco 3,775,972
15
<PAGE>
PRICE/COSTCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 7, 1995
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
NOTE (3) SPIN-OFF OF PRICE ENTERPRISES, INC. AND DISCONTINUED OPERATIONS
(CONTINUED)
shares of Price Enterprises Common Stock, constituting all of the remaining
shares of Price Enterprises Common Stock held by PriceCostco. Price Enterprises
issued to PriceCostco a secured promissory note in the amount of $45,925, as
payment for such shares, based on an average closing sales price ($12.1625) of
Price Enterprises Common Stock.
Based on the aggregate number of shares of Price Enterprises Common Stock
(27 million shares) exchanged for PriceCostco Common Stock and sold to Price
Enterprises for a secured promissory note, and given the fair market value of
Price Enterprises Common Stock based on the average closing sales price of Price
Enterprises Common Stock during the 20-trading days commencing on the sixth
trading day following the closing of the Exchange Offer ($12.1625 per share),
the loss on disposal of the discontinued real estate operations increased by
$3.0875 per share of Price Enterprises Common Stock, or $83,363 (27 million
shares multiplied by $3.0875 per share). This non-cash charge was reflected as a
loss on disposal of discontinued operations in the second quarter ended May 7,
1995.
NOTE (4) ACQUISITION OF ADDITIONAL INTEREST IN PRICE CLUB MEXICO
In March 1995, the Company agreed to purchase Price Enterprises' 25.5%
interest in Price Club Mexico for $30,500. The purchase price was paid by a
partial offset of the $45,925 secured promissory note owed to PriceCostco by
Price Enterprises. As a result of the purchase, which was completed on April 25,
1995, the Company owns a 50% interest in Price Club Mexico; Controladora
Comercial Mexicana owns the other 50% interest. In January 1995, the Board of
Directors of Price Club Mexico approved the assumption by PriceCostco personnel
of management responsibility over operations, merchandising and site
acquisitions for Price Club Mexico. Such responsibility was previously held by
Controladora Comercial Mexicana. Price Club Mexico currently operates 13
warehouses in Mexico.
NOTE (5) DEBT
BANK LINES OF CREDIT AND COMMERCIAL PAPER PROGRAMS
The company has a domestic multiple option loan facility with a group of 13
banks which provides for borrowings of up to $500,000 or for standby support for
a $500,000 commercial paper program. Of this amount, $250,000 expires on January
30, 1996, and $250,000 expires on January 30, 1998. The interest rate on bank
borrowings is based on LIBOR or rates bid at auction by the participating banks.
At May 7, 1995, the amount outstanding under the Company's commercial paper
program was $398,382, included in short-term borrowings in the accompanying
condensed consolidated balance sheet.
In addition, the Company's wholly-owned Canadian subsidiary has a $99,000
commercial paper program supported by a bank credit facility with three Canadian
banks in which $60,000 will expire in April 1996 and $39,000 will expire in
April 1999. At May 7, 1995, $14,649 was borrowed under the commercial paper
program.
The Company has separate letter of credit facilities (for commercial and
standby letters of credit), totaling approximately $183,000. The outstanding
commitments under these facilities at May 7, 1995, were approximately $70,000,
including approximately $40,000 in standby letters for workers' compensation
requirements. On June 7, 1995, the Company completed an offering of $300,000 of
Senior Notes due 2005. See Note (8) -- "Subsequent Event."
16
<PAGE>
PRICE/COSTCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 7, 1995
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
NOTE (6) INCOME TAXES
The following is a reconciliation of the federal statutory income tax rate
to the effective income tax rate for income from continuing operations:
<TABLE>
<CAPTION>
36 WEEKS ENDED 36 WEEKS ENDED
MAY 7, 1995 MAY 8, 1994
---------------------- --------------------
<S> <C> <C> <C> <C>
Federal statutory income tax rate............................ $ 86,930 35.0% $ 36,430 35.0%
State, foreign and other income taxes, net................... 14,902 6.0% 6,245 6.0%
Tax effects of merger-related expenses....................... -- -- 9,200 8.8%
Tax effects of certain joint ventures........................ 626 0.3% -- --
----------- --- --------- ---
$ 102,458 41.3% $ 51,875 49.8%
----------- --- --------- ---
----------- --- --------- ---
</TABLE>
NOTE (7) COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
On April 6, 1992, Price was served with a complaint in an action entitled
FECHT ET AL. V. THE PRICE COMPANY ET AL., Case No. 92-497, United States
District Court, Southern District of California (the Court). Subsequently on
April 22, 1992, Price was served with a first amended complaint in the action.
The case was dismissed without prejudice by the Court on September 21, 1992, on
the grounds the plaintiffs had failed to state a sufficient claim against
defendants. Subsequently, plaintiffs filed a second amended complaint which, in
the opinion of Price's counsel, alleged substantially the same facts as the
prior complaint. The case was dismissed without prejudice by the Court on March
9, 1993, on grounds the plaintiffs had failed to state a sufficient claim
against defendants. Plaintiffs have appealed to the Ninth Circuit Court of
Appeals, and the appeal was argued on October 4, 1994. The Company is currently
awaiting a Ninth Circuit Court of Appeals decision. If the Ninth Circuit Court
of Appeals renders a decision that is adverse to the Company, the Company
intends to vigorously defend against the suit. The Company does not believe that
the ultimate outcome of such litigation will have a material adverse effect on
the Company's financial position or results of operations.
On December 19, 1994, a Complaint was filed against PriceCostco in an action
entitled SNYDER V. PRICE/COSTCO, INC. ET. AL., Case No. C94-1874Z, United States
District Court, Western District of Washington. On January 4, 1995 a Complaint
was filed against PriceCostco in an action entitled BALSAM V. PRICE/COSTCO, INC.
ET. AL, Case No. C95-0009Z, United States District Court, Western District of
Washington. The Snyder and Balsam cases were subsequently consolidated and on
March 15, 1995, plaintiffs' counsel filed a First Amended and Consolidated Class
Action and Derivative Complaint. The Consolidated Complaint alleges violation of
certain state and federal laws arising from the spin-off and Exchange
Transaction and the merger between Price and Costco. The Company believes that
this suit is without merit and will vigorously defend against this suit. The
Company does not believe that the ultimate outcome of such litigation will have
a material adverse effect on the Company's financial position or results of
operations.
The Company is involved from time to time in claims, proceedings and
litigation arising from its business and property ownership. The Company does
not believe that any such claim, proceeding or litigation, either alone or in
the aggregate, will have a material adverse effect on the Company's financial
position or results of operations.
17
<PAGE>
PRICE/COSTCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 7, 1995
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
NOTE (8) SUBSEQUENT EVENT
On June 7, 1995, the Company completed a public offering of $300,000 of
7 1/8% Senior Notes due 2005. Net proceeds of the offering, after discounts,
underwriters' commissions and offering expenses, were $297,375. These proceeds
were used to repay indebtedness currently outstanding under the Company's
$500,000 commercial paper program, which had been incurred for general corporate
purposes, including the funding of PriceCostco's ongoing expansion and warehouse
remodeling activities. The Company anticipates that it will borrow additional
amounts under its commercial paper program for similar purposes.
18
<PAGE>
EXHIBIT 28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Price/Costco, Inc.:
We have reviewed the accompanying condensed consolidated balance sheets of
Price/Costco, Inc., (a Delaware corporation) and subsidiaries as of May 7, 1995,
and the related condensed consolidated statements of operations for the twelve
and thirty-six-week periods ended May 7, 1995, and May 8, 1994, and condensed
consolidated statements of cash flows for the thirty-six-week periods then
ended. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Seattle, Washington
June 14, 1995
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-03-1995
<PERIOD-START> AUG-29-1994
<PERIOD-END> MAY-07-1995
<CASH> 63,509
<SECURITIES> 0
<RECEIVABLES> 138,685
<ALLOWANCES> 0
<INVENTORY> 1,480,242
<CURRENT-ASSETS> 1,768,450
<PP&E> 2,864,589
<DEPRECIATION> (501,493)
<TOTAL-ASSETS> 4,311,217
<CURRENT-LIABILITIES> 1,951,275
<BONDS> 794,204
<COMMON> 1,949
0
0
<OTHER-SE> 1,457,906
<TOTAL-LIABILITY-AND-EQUITY> 4,311,217
<SALES> 11,998,719
<TOTAL-REVENUES> 12,233,483
<CGS> 10,875,562
<TOTAL-COSTS> 11,943,191
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,366
<INCOME-PRETAX> 248,371
<INCOME-TAX> 102,458
<INCOME-CONTINUING> 145,913
<DISCONTINUED> (83,363)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62,550
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
