<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission file number 333-21093
COSTCO
401(k) CALIFORNIA UNION PLAN
--------------------
COSTCO COMPANIES, INC.
999 LAKE DRIVE
ISSAQUAH, WASHINGTON 98027
(425) 313-8100
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- -------------------------------------------------------------------------------
<PAGE>
[LOGO]
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
EIN 33-0572969
PIN 004
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH AUDITORS' REPORT
<PAGE>
COSTCO
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
INDEX
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Plan Benefits as of December 31, 1998
Statement of Net Assets Available for Plan Benefits as of December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SUPPLEMENTAL INFORMATION
Schedule I, Item 27(a) - Schedule of Assets Held for Investment Purposes as
of December 31, 1998
Schedule II, Item 27(d) - Schedule of Reportable Transactions for the Year
Ended December 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of the
Costco 401(k) Plan for California Union Employees:
We have audited the accompanying statements of net assets available for plan
benefits of the Costco 401(k) Plan for California Union Employees as of December
31, 1998 and 1997, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1998 and 1997, and the changes in its net assets available for
plan benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the statements
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and Fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
Seattle, Washington,
June 11, 1999
<PAGE>
COSTCO
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Stable Equity Spectrum Spectrum New Mid-Cap Equity
Value Income Income Growth Horizons Growth Index
Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value-
Registered investment company funds $2,296,522 $3,670,379 $1,806,735 $4,834,482 $521,255 $914,550 $ -
Costco Companies, Inc. Common Stock -
61,447 shares held - - - - - - -
Participant loans - - - - - - -
---------- ---------- ---------- ---------- -------- -------- -------
Total investments 2,296,522 3,670,379 1,806,735 4,834,482 521,255 914,550 -
---------- ---------- ---------- ---------- -------- -------- -------
Contributions receivable-
Employer 440,759 185,487 107,352 240,996 45,942 75,567 10,044
---------- ---------- ---------- ---------- -------- -------- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,737,281 $3,855,866 $1,914,087 $5,075,478 $567,197 $990,117 $10,044
---------- ---------- ---------- ---------- -------- -------- -------
---------- ---------- ---------- ---------- -------- -------- -------
<CAPTION>
Costco
Companies,
International Inc.
Stock Common Participant
Fund Stock Loans Total
------------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments at fair value-
Registered investment company funds $ - $ - $ - $14,043,923
Costco Companies, Inc. Common Stock -
61,447 shares held - 4,437,131 - 4,437,131
Participant loans - - 476,774 476,774
------ ---------- -------- -----------
Total investments - 4,437,131 476,774 18,957,828
------ ---------- -------- -----------
Contributions receivable-
Employer 1,628 201,778 - 1,309,553
------ ---------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,628 $4,638,909 $476,774 $20,267,381
------ ---------- -------- -----------
------ ---------- -------- -----------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------
Costco
Companies,
Stable Equity Spectrum Spectrum New Mid-Cap Inc.
Value Income Income Growth Horizons Growth Common
Fund Fund Fund Fund Fund Fund Stock
---------- ---------- ---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value-
Registered investment company funds $1,383,211 $2,526,618 $1,205,135 $3,298,950 $174,821 $194,142 $ -
Costco Companies, Inc. Common Stock
- 34,258 shares held - - - - - - 1,528,769
---------- ---------- ---------- ---------- -------- -------- ----------
Total investments 1,383,211 2,526,618 1,205,135 3,298,950 174,821 194,142 1,528,769
---------- ---------- ---------- ---------- -------- -------- ----------
Contributions receivable-
Employee 25,002 40,056 20,420 51,647 6,841 8,207 19,998
Employer 246 501 189 445 60 61 166
---------- ---------- ---------- ---------- -------- -------- ----------
Total receivables 25,248 40,557 20,609 52,092 6,901 8,268 20,164
---------- ---------- ---------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,408,459 $2,567,175 $1,225,744 $3,351,042 $181,722 $202,410 $1,548,933
---------- ---------- ---------- ---------- -------- -------- ----------
---------- ---------- ---------- ---------- -------- -------- ----------
<CAPTION>
Total
-----------
<S> <C>
ASSETS:
Investments at fair value-
Registered investment company funds $ 8,782,877
Costco Companies, Inc. Common Stock
- 34,258 shares held 1,528,769
-----------
Total investments 10,311,646
-----------
Contributions receivable-
Employee 172,171
Employer 1,668
-----------
Total receivables 173,839
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $10,485,485
-----------
-----------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Stable Equity Spectrum Spectrum New Mid-Cap Equity
Value Income Income Growth Horizons Growth Index
Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT RESULTS:
Net appreciation (depreciation) in
fair value of investments $ - $ 3,797 $ (26,387) $ 118,155 $ 10,734 $107,028 $ -
Interest 107,827 1,906 121,702 2,765 579 633 -
Dividends - 266,329 - 409,158 26,260 18,639 -
---------- ---------- ---------- ---------- -------- -------- -------
Total net investment results 107,827 272,032 95,315 530,078 37,573 126,300 -
---------- ---------- ---------- ---------- -------- -------- -------
CONTRIBUTIONS TO THE PLAN:
Employee 747,879 1,200,243 591,719 1,477,421 280,530 429,764 -
Employer 553,891 334,248 185,091 424,350 84,281 128,202 10,044
---------- ---------- ---------- ---------- -------- -------- -------
Total contributions 1,301,770 1,534,491 776,810 1,901,771 364,811 557,966 10,044
---------- ---------- ---------- ---------- -------- -------- -------
DISTRIBUTIONS TO PARTICIPANTS:
In-service withdrawals (19,301) (16,908) (8,133) (25,227) (1,023) (3,809) -
Terminations (60,894) (103,230) (44,805) (153,290) (12,816) (6,698) -
---------- ---------- ---------- ---------- -------- -------- -------
Total distributions (80,195) (120,138) (52,938) (178,517) (13,839) (10,507) -
---------- ---------- ---------- ---------- -------- -------- -------
PARTICIPANT LOANS:
New loans (76,787) (105,472) (45,883) (126,819) (13,962) (14,722) -
Loan repayments 7,452 8,157 3,845 11,761 2,032 2,302 -
---------- ---------- ---------- ---------- -------- -------- -------
Total loans (69,335) (97,315) (42,038) (115,058) (11,930) (12,420) -
---------- ---------- ---------- ---------- -------- -------- -------
INTERFUND TRANSFERS 68,755 (300,379) (88,806) (413,838) 8,860 126,368 -
---------- ---------- ---------- ---------- -------- -------- -------
NET INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 1,328,822 1,288,691 688,343 1,724,436 385,475 787,707 10,044
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 1,408,459 2,567,175 1,225,744 3,351,042 181,722 202,410 -
---------- ---------- ---------- ---------- -------- -------- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $2,737,281 $3,855,866 $1,914,087 $5,075,478 $567,197 $990,117 $10,044
---------- ---------- ---------- ---------- -------- -------- -------
---------- ---------- ---------- ---------- -------- -------- -------
<CAPTION>
Participant Directed
----------------------------------------
Costco
Companies,
International Inc.
Stock Common Participant
Fund Stock Loans Total
------------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
NET INVESTMENT RESULTS:
Net appreciation (depreciation) in
fair value of investments $ - $1,397,866 $ - $ 1,611,193
Interest - 3,143 - 238,555
Dividends - - - 720,386
------ ---------- -------- -----------
Total net investment results - 1,401,009 - 2,570,134
------ ---------- -------- -----------
CONTRIBUTIONS TO THE PLAN:
Employee - 1,027,079 - 5,754,635
Employer 1,628 320,868 - 2,042,603
------ ---------- -------- -----------
Total contributions 1,628 1,347,947 - 7,797,238
------ ---------- -------- -----------
DISTRIBUTIONS TO PARTICIPANTS:
In-service withdrawals - (29,081) - (103,482)
Terminations - (91,417) (8,844) (481,994)
------ ---------- -------- -----------
Total distributions - (120,498) (8,844) (585,476)
------ ---------- -------- -----------
PARTICIPANT LOANS:
New loans - (149,545) 533,190 -
Loan repayments - 12,023 (47,572) -
------ ---------- -------- -----------
Total loans - (137,522) 485,618 -
------ ---------- -------- -----------
INTERFUND TRANSFERS - 599,040 - -
------ ---------- -------- -----------
NET INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 1,628 3,089,976 476,774 9,781,896
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year - 1,548,933 - 10,485,485
------ ---------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $1,628 $4,638,909 $476,774 $20,267,381
------ ---------- -------- -----------
------ ---------- -------- -----------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998
1. PLAN DESCRIPTION:
The following description of the Costco 401(k) Plan for California Union
Employees (the Plan) provides only general information. Participants should
refer to the plan agreement for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
The Price Company and Costco Wholesale Corporation are wholly-owned subsidiaries
of Costco Companies, Inc. ("The Company").
ELIGIBILITY
The Plan covers all employees covered by the collective bargaining agreement
between The Price Company and The International Brotherhood of Teamsters in the
State of California over the age of 18 who have completed one year of service
containing a minimum of 1,000 hours worked. The employee enters the Plan on the
entry date following the fulfillment of these requirements.
CONTRIBUTIONS
Each year, participants may contribute from 1% to 15% of their compensation
before income taxes, subject to certain limitations set by the Internal Revenue
Service (IRS). Participants may also contribute amounts representing
distributions from other qualified benefit or contribution plans (known as
"rollover" contributions).
The Company matches 50% of the employee's contribution, up to a maximum employer
matching contribution of $200 per year. Prior to February 1, 1998, the maximum
employer matching contribution was $125 per year.
Effective for the plan year ending December 31, 1998 and on an ongoing basis,
the Company shall make a contribution to all plan participants actively employed
on the last day of the plan year based on all straight time hours worked during
the plan year up to a maximum of 80 hours per pay period (bi-weekly).
Participants who reach their fifth anniversary up to their ninth anniversary
during Plan year 1998 receive $.15 per hour. Participants who reach or exceed
their tenth anniversary during Plan year 1998 receive $.25 per hour.
<PAGE>
- 2 -
PARTICIPANT ACCOUNTS
Each participant's account is credited with his or her contributions, employer
matching contributions and an allocation of plan earnings. Allocations are based
on participant account balances as defined by the Plan. The benefit to which a
participant is entitled is the benefit that can be provided from his or her
vested account.
VESTING
Participants are immediately vested in their contributions, plus actual earnings
thereon. Vesting in the employer matching contributions is based on years of
continuous service, according to the following schedule:
<TABLE>
<CAPTION>
Years of Service Percentage Vested
---------------- -----------------
<S> <C>
Less than 2 0%
2-3 10
3-4 25
4-5 50
5 or more 100
</TABLE>
FORFEITURES
During 1998, forfeitures of approximately $8,000 were used to reduce the
employer contributions to the Plan. Forfeitures can be restored to a
participant's account if the participant is re-employed by the Company prior to
the expiration of five consecutive breaks in service and repays the full dollar
amount distributed due to the termination within five years of the reemployment
date. As of December 31, 1998 and 1997, forfeitures of approximately $22,300 and
$11,500 respectively had not been used to reduce employer contributions. These
forfeitures will be used to offset future employer contributions.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct contributions into any of
the seven investment options listed below. T. Rowe Price is the trustee of all
investments, serves as investment manager for all funds and provides record
keeping of all participant accounts. Funds may be temporarily invested in a cash
account.
Stable Value Fund - Funds are invested primarily in high-quality insurance
company and bank-issued investment contracts.
Equity Income Fund - Funds are invested in common stocks of established
companies that pay above-average dividends and have prospects of future
dividend increases.
Spectrum Income Fund - Funds are invested in a managed mix of funds
including four domestic bond funds, an international bond fund, a money
market fund and an income-oriented stock fund.
Spectrum Growth Fund - Funds are invested in a managed mix of funds,
including five U.S. stock funds, an international stock fund and a money
market fund.
New Horizons Fund - Funds are invested in common stock of rapidly growing
companies in a broad range of industries.
<PAGE>
- 3 -
Mid-Cap Growth Fund - Funds are invested in stock of companies with
medium-sized market capitalization that have attractive growth prospects
and established operating histories.
Costco Companies, Inc. Common Stock - Funds are invested in common stock of
the Company.
Effective January 1, 1999, the Equity Index Fund and the International Stock
Fund were added to the investment options listed above.
Participants may change their investment options daily.
UNIT ACCOUNTING
All contributions to a participant's account and the participant's account
balance are reflected in units of each fund selected or shares of Costco
Companies, Inc. common stock. As of December 31, 1998 and 1997, units held by
the Plan were as follows:
<TABLE>
<CAPTION>
Units/shares Units/shares
held at held at
Description of Asset December 31, 1998 December 31, 1997
-------------------- ----------------- -----------------
<S> <C> <C>
Stable Value Fund 2,296,522 1,383,211
Equity Income Fund 139,452 96,917
Spectrum Income Fund 157,107 103,356
Spectrum Growth Fund 293,889 207,090
New Horizons Fund 22,333 7,503
Mid-Cap Growth Fund 26,835 6,788
Costco Companies, Inc. Common Stock 61,447 34,258
</TABLE>
DISTRIBUTIONS
Upon termination of employment, death or total disability, the vested interest
in a participant's account is payable in a lump sum. Participants may apply for
a distribution of all or a portion of the vested interest at any time after
attainment of age 59-1/2. Participants are also eligible to make hardship
withdrawals from their salary deferral contributions in the event of certain
financial hardships. Following a hardship withdrawal, participants are not
allowed to contribute to the Plan for a one-year period.
PARTICIPANT LOANS
Effective July 1, 1998, participants are allowed to borrow the lesser of $50,000
or 45% of his or her vested account balance (including participant pre-tax and
Company matching contributions, excluding the Company contribution balance),
with a minimum loan of $1,000. Loans are payable through payroll deductions over
a period ranging up to 180 months, depending on the purpose of the loan. The
interest rate is determined by the plan administrator based on prevailing market
conditions. The rates at December 31, 1998 ranged from 9.25% to 10.50%,
depending on the type of loan.
PLAN ADMINISTRATOR
The Plan is administered by the Benefits Committee, which is appointed by the
Board of Directors of the Company.
<PAGE>
- 4 -
ADMINISTRATIVE EXPENSES
All administrative and custodial fees of the Plan are paid by the Company. All
investment management and transaction fees directly related to the plan
investments are shown as a reduction of net investment results.
2. SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
USE OF ESTIMATES
The preparation of financial statements requires the use of estimates. Actual
results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are stated at fair value. Registered investment company funds and
Costco Companies, Inc. Common Stock are valued using the closing price of the
investments on the last day of business of the plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Net appreciation (depreciation) in fair value of assets
includes the change in the fair value of assets from one period to the next, and
realized gains and losses, and is computed using the moving average method.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
3. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts.
4. TAX STATUS:
The IRS has informed the Company, in a letter dated November 30, 1998, that the
Plan is designed in accordance with applicable sections of the Internal Revenue
Code. The Plan has been amended subsequent to receiving a determination letter.
The Plan Administrator and the Plan's counsel believe that the Plan is currently
designed and is being operated in compliance with the applicable requirements of
the IRS.
<PAGE>
SCHEDULE I
COSTCO
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
EIN: 33-0572969
PIN: 004
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Party Involved/
Description of Investments Cost Current Value
- --------------------------- ----------- -------------
<S> <C> <C>
*T. Rowe Price:
Stable Value Fund $ 2,296,522 $ 2,296,522
Equity Income Fund 3,671,197 3,670,379
Spectrum Income Fund 1,831,617 1,806,735
Spectrum Growth Fund 4,740,855 4,834,482
New Horizons Fund 506,592 521,255
Mid-Cap Growth Fund 812,156 914,550
*Costco Companies, Inc. Common Stock 3,124,393 4,437,131
*Participant Loans, with interest rates of 9.25% to
10.50% maturing through 2008 476,774 476,774
----------- -----------
$17,460,106 $18,957,828
----------- -----------
----------- -----------
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
COSTCO
401(k) PLAN FOR CALIFORNIA UNION EMPLOYEES
EIN: 33-0572969
PIN: 004
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS AT
BEGINNING OF YEAR.
<TABLE>
<CAPTION>
Costco
Companies,
Stable Equity Spectrum Spectrum Mid-Cap Inc.
Description Value Income Income Growth Growth Common
of Assets Fund Fund Fund Fund Fund Stock
- ------------------ ---------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
PURCHASES:
Number of
transactions 89 72 63 54 103 154
Purchase price $1,371,255 $1,711,614 $836,564 $2,100,455 $740,441 $1,926,559
SALES:
Number of
transactions 102 131 108 151 70 68
Sale price $ 457,723 $ 571,591 $208,578 $ 683,049 $127,042 $ 415,701
Cost of asset 457,723 520,355 203,297 638,103 123,342 316,978
---------- ---------- -------- ---------- -------- ----------
Gain $ - $ 51,236 $ 5,281 $ 44,946 $ 3,700 $ 98,723
---------- ---------- -------- ---------- -------- ----------
---------- ---------- -------- ---------- -------- ----------
</TABLE>
There were no category (i), (ii) or (iv) transactions.
The accompanying notes are an integral part of this schedule.
<PAGE>
[ARTHUR ANDERSEN LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 11-K, into the Company's previously filed
Registration Statement File No. 333-21093 on Form S-8.
/s/ Arthur Andersen LLP
Seattle, Washington
June 28, 1999
