<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 11-K
--------------------
[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) RETIREMENT PLAN
--------------------
COSTCO COMPANIES, INC.
999 LAKE DRIVE
ISSAQUAH, WASHINGTON 98027
(425) 313-8100
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
[LOGO]
401(k) RETIREMENT PLAN
EIN 33-0572969
PIN 002
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH AUDITORS' REPORT
<PAGE>
COSTCO
401(k) RETIREMENT PLAN
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) Retirement Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Costco 401(k) Retirement Plan 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) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------
Cash Stable Equity Spectrum Spectrum Mid-Cap
and Cash Value Income Income Growth New Horizons Growth
Equivalents Fund Fund Fund Fund Fund Fund
----------- ----------- ------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value-
Registered investment company
funds $1,823,970 $81,510,109 $ 95,093,047 $61,028,642 $90,026,664 $11,453,941 $23,007,181
Costco Companies, Inc. Common
Stock - 3,181,030 shares held - - - - - - -
Participant loans - - - - - - -
---------- ----------- ------------ ----------- ----------- ----------- -----------
Total investments 1,823,970 81,510,109 95,093,047 61,028,642 90,026,664 11,453,941 23,007,181
---------- ----------- ------------ ----------- ----------- ----------- -----------
Contributions receivable-
Employer - 9,928,226 7,320,836 2,570,720 7,091,953 1,587,047 2,885,619
---------- ----------- ------------ ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,823,970 $91,438,335 $102,413,883 $63,599,362 $97,118,617 $13,040,988 $25,892,800
---------- ----------- ------------ ----------- ----------- ----------- -----------
---------- ----------- ------------ ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------
Costco
Companies,
Equity International Inc.
Index Stock Common Participant
Fund Fund Stock Loans Total
-------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value-
Registered investment company funds $ - $ - $ - $ - $363,943,554
Costco Companies, Inc. Common Stock -
3,181,030 shares held - - 229,630,607 - 229,630,607
Participant loans - - - 24,430,556 24,430,556
-------- ------- ------------ ----------- ------------
Total investments - - 229,630,607 24,430,556 618,004,717
-------- ------- ------------ ----------- ------------
Contributions receivable-
Employer 495,388 91,183 12,146,472 - 44,117,444
-------- ------- ------------ ----------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $495,388 $91,183 $241,777,079 $24,430,556 $662,122,161
-------- ------- ------------ ----------- ------------
-------- ------- ------------ ----------- ------------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------
Cash Stable Equity Spectrum Spectrum
and Cash Value Income Income Growth
Equivalents Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value-
Registered investment company funds $56,916 $60,285,173 $84,103,540 $61,805,443 $73,829,666
Costco Companies, Inc. Common Stock -
2,634,491 shares held - - - - -
Participant loans - - - - -
------- ----------- ----------- ----------- -----------
Total investments 56,916 60,285,173 84,103,540 61,805,443 73,829,666
------- ----------- ----------- ----------- -----------
Contributions receivable-
Employee - 219,816 345,247 105,392 333,312
Employer - 10,871,560 7,537,033 2,400,076 7,046,161
------- ----------- ----------- ----------- -----------
Total receivables - 11,091,376 7,882,280 2,505,468 7,379,473
------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $56,916 $71,376,549 $91,985,820 $64,310,911 $81,209,139
------- ----------- ----------- ----------- -----------
------- ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Costco
Companies,
Mid-Cap Inc.
New Horizons Growth Common Participant
Fund Fund Stock Loans Total
------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value-
Registered investment company funds $6,846,070 $10,353,107 $ - $ - $297,279,915
Costco Companies, Inc. Common Stock -
2,634,491 shares held - - 117,564,146 - 117,564,146
Participant loans - - - 13,529,202 13,529,202
---------- ----------- ------------ ----------- ------------
Total investments 6,846,070 10,353,107 117,564,146 13,529,202 428,373,263
---------- ----------- ------------ ----------- ------------
Contributions receivable-
Employee 63,569 82,603 287,045 - 1,436,984
Employer 1,172,191 1,584,456 7,238,174 - 37,849,651
---------- ----------- ------------ ----------- ------------
Total receivables 1,235,760 1,667,059 7,525,219 - 39,286,635
---------- ----------- ------------ ----------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $8,081,830 $12,020,166 $125,089,365 $13,529,202 $467,659,898
---------- ----------- ------------ ----------- ------------
---------- ----------- ------------ ----------- ------------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------
Cash Stable Equity Spectrum
and Cash Value Income Income
Equivalents Fund Fund Fund
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
NET INVESTMENT RESULTS:
Net appreciation (depreciation) in
fair value of investments $ - $ - $ 827,661 $ (803,761)
Interest - 4,552,375 419,617 4,848,800
Dividends - - 7,213,282 -
---------- ----------- ------------ -----------
Total net investment results - 4,552,375 8,460,560 4,045,039
---------- ----------- ------------ -----------
CONTRIBUTIONS TO THE PLAN:
Employee - 6,230,930 10,120,071 3,207,836
Employer - 11,724,472 9,354,085 3,262,015
---------- ----------- ------------ -----------
Total contributions - 17,955,402 19,474,156 6,469,851
---------- ----------- ------------ -----------
DISTRIBUTIONS TO PARTICIPANTS:
In-service withdrawals - (419,501) (183,288) (66,259)
Terminations - (4,056,159) (4,129,152) (2,691,131)
---------- ----------- ------------ -----------
Total distributions - (4,475,660) (4,312,440) (2,757,390)
---------- ----------- ----------- -----------
PARTICIPANT LOANS:
New loans - (2,624,645) (3,713,057) (866,842)
Loan repayments - 989,560 1,390,351 386,487
---------- ----------- ------------ -----------
Total loans - (1,635,085) (2,322,706) (480,355)
---------- ----------- ------------ -----------
INTERFUND TRANSFERS 1,767,054 3,664,754 (10,871,507) (7,988,694)
---------- ----------- ------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 1,767,054 20,061,786 10,428,063 (711,549)
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 56,916 71,376,549 91,985,820 64,310,911
---------- ----------- ------------ -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $1,823,970 $91,438,335 $102,413,883 $63,599,362
---------- ----------- ------------ -----------
---------- ----------- ------------ -----------
</TABLE>
<TABLE>
<CAPTION>
Spectrum Mid-Cap
Growth New Horizons Growth
Fund Fund Fund
----------- ----------- -----------
<S> <C> <C> <C>
NET INVESTMENT RESULTS:
Net appreciation (depreciation) in
fair value of investments $ 2,924,495 $ 64,500 $ 2,895,220
Interest 356,744 59,030 86,641
Dividends 7,700,834 580,180 475,592
----------- ----------- -----------
Total net investment results 10,982,073 703,710 3,457,453
----------- ----------- -----------
CONTRIBUTIONS TO THE PLAN:
Employee 9,477,315 2,252,536 3,558,112
Employer 9,038,771 2,044,098 3,570,161
----------- ----------- -----------
Total contributions 18,516,086 4,296,634 7,128,273
----------- ----------- -----------
DISTRIBUTIONS TO PARTICIPANTS:
In-service withdrawals (185,933) (7,880) (10,056)
Terminations (3,175,791) (253,026) (585,431)
----------- ----------- -----------
Total distributions (3,361,724) (260,906) (595,487)
----------- ----------- -----------
PARTICIPANT LOANS:
New loans (3,190,874) (303,308) (564,791)
Loan repayments 1,217,215 206,382 322,444
----------- ----------- -----------
Total loans (1,973,659) (96,926) (242,347)
----------- ----------- -----------
INTERFUND TRANSFERS (8,253,298) 316,646 4,124,742
----------- ----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 15,909,478 4,959,158 13,872,634
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 81,209,139 8,081,830 12,020,166
----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $97,118,617 $13,040,988 $25,892,800
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
(continued)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------
Costco
Companies,
Equity International Inc.
Index Stock Common Participant
Fund Fund Stock Loans Total
-------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT RESULTS:
Net appreciation (depreciation) in fair value of investments $ - $ - $ 82,601,946 $ - $ 88,510,061
Interest - - 659,477 - 10,982,684
Dividends - - - - 15,969,888
-------- ------- ------------ ----------- ------------
Total net investment results - - 83,261,423 - 115,462,633
-------- ------- ------------ ----------- ------------
CONTRIBUTIONS TO THE PLAN:
Employee - - 12,215,875 - 47,062,675
Employer 495,388 91,183 14,473,931 - 54,054,104
-------- ------- ------------ ----------- ------------
Total contributions 495,388 91,183 26,689,806 - 101,116,779
-------- ------- ------------ ----------- ------------
DISTRIBUTIONS TO PARTICIPANTS:
In-service withdrawals - - (283,954) - (1,156,871)
Terminations - - (5,232,612) (836,976) (20,960,278)
-------- ------- ------------ ----------- ------------
Total distributions - - (5,516,566) (836,976) (22,117,149)
-------- ------- ------------ ----------- ------------
PARTICIPANT LOANS:
New loans - - (7,206,629) 18,470,146 -
Loan repayments - - 2,219,377 (6,731,816) -
-------- ------- ------------ ----------- ------------
Total loans - - (4,987,252) 11,738,330 -
-------- ------- ------------ ----------- ------------
INTERFUND TRANSFERS - - 17,240,303 - -
-------- ------- ------------ ----------- ------------
NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 495,388 91,183 116,687,714 10,901,354 194,462,263
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - - 125,089,365 13,529,202 467,659,898
-------- ------- ------------ ----------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $495,388 $91,183 $241,777,079 $24,430,556 $662,122,161
-------- ------- ------------ ----------- ------------
-------- ------- ------------ ----------- ------------
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
<PAGE>
COSTCO
401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998
1. PLAN DESCRIPTION:
The following description of the Costco 401(k) Retirement Plan (the Plan)
provides only general information. Participants should refer to the plan
document 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).
Costco Wholesale Corporation and The Price Company are wholly owned subsidiaries
of Costco Companies, Inc. ("the Company").
ELIGIBILITY
The Plan covers certain employees 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. The
Price Company employees covered by a collective bargaining agreement in the
State of California are not eligible for participation in this Plan.
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 $500 per year. The Company may also, at its
discretion, make a qualified nonelective contribution. In addition, for each
plan year, the Company may contribute a discretionary amount to the account of
each participant who is employed by the Company on the last day of the plan
year. The discretionary contribution may range from 3% to 10% of compensation
based on years of service.
PARTICIPANT ACCOUNTS
Each participant's account is credited with his or her contributions, employer
matching and discretionary 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 the participant's vested account.
<PAGE>
- 2 -
VESTING
Participants are immediately vested in their contributions and any qualified
non-elective contributions, plus actual earnings thereon. Vesting in the
employer matching and discretionary 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 $1,279,000 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 because of the termination within five years of the
reemployment date. As of December 31, 1998 and 1997, forfeitures of
approximately $645,000 and $714,000, 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 in any of
the seven investment options listed below. T. Rowe Price acts as trustee for
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.
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.
<PAGE>
- 3 -
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 held at Units/Shares held at
Description of Asset December 31, 1998 December 31, 1997
-------------------- -------------------- --------------------
<S> <C> <C>
Stable Value Fund 81,510,109 60,285,173
Equity Income Fund 3,612,958 3,226,066
Spectrum Income Fund 5,306,838 5,300,638
Spectrum Growth Fund 5,472,746 4,634,631
New Horizons Fund 490,743 293,823
Mid-Cap Growth Fund 675,093 361,997
Costco Companies, Inc. Common Stock 3,181,030 2,634,491
</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
A participant may 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.
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.
<PAGE>
- 4 -
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, by 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) RETIREMENT PLAN
EIN: 33-0572969
PIN: 002
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:
Cash and cash equivalents $ 1,823,970 $ 1,823,970
Stable Value Fund 81,510,109 81,510,109
Equity Income Fund 94,901,590 95,093,047
Spectrum Income Fund 61,861,916 61,028,642
Spectrum Growth Fund 87,998,327 90,026,664
New Horizons Fund 11,383,918 11,453,941
Mid-Cap Growth Fund 20,385,954 23,007,181
*Costco Companies, Inc. Common Stock 155,380,645 229,630,607
*Participant Loans, with interest rates of 9.25% to
10.50% maturing through 2013 24,430,556 24,430,556
------------ ------------
$539,676,985 $618,004,717
------------ ------------
------------ ------------
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
COSTCO
401(k) RETIREMENT PLAN
EIN: 33-0572969
PIN 002
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 Inc.
Value Income Growth Common
Fund Fund Fund Stock
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
PURCHASES:
Number of transactions 131 81 65 144
Purchase price $113,521,100 $29,377,764 $27,828,322 $58,893,022
SALES:
Number of transactions 123 171 187 108
Sale price $ 91,688,264 $19,227,588 $14,567,110 $29,448,319
Cost of asset 91,688,264 16,436,978 13,002,413 22,291,463
------------ ----------- ----------- -----------
Gain $ - $ 2,790,610 $ 1,564,697 $ 7,156,856
------------ ----------- ----------- -----------
------------ ----------- ----------- -----------
</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
