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Action By Unanimous Written Consent Of - COSTCO WHOLESALE CORP /NEW - 11-17-2000

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Action By Unanimous Written Consent Of - COSTCO WHOLESALE CORP /NEW - 11-17-2000 Powered By Docstoc
					EXHIBIT 10.1.4 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF COSTCO WHOLESALE CORPORATION The undersigned, being all of the members of the Board of Directors of Costco Wholesale Corporation, a Washington corporation (the "Company") acting by unanimous written consent in lieu of a meeting, hereby consent to the adoption of the following resolutions and approve and adopt such resolutions with the same force and effect as if they were approved and adopted at a duly constituted meeting of the directors of the Company. WHEREAS, the Company's 1993 Combined Stock Grant and Stock Option Plan (the "Plan") currently provides in Section 8(c) that upon the death of an officer or employee of the Company, the officer's or employee's options may be exercised only to the extent of the options vested as of the date of death, plus an additional amount according to a daily vesting formula; WHEREAS, the Board believes that it is in the best interests of the Company to provide for accelerated vesting of options in the event of the death of an officer or employee of the Company; WHEREAS, the Board has authority under Section 11 of the Plan to amend the Plan; NOW, THEREFORE, IT IS HEREBY RESOLVED: Section 8(c) of the Plan is amended by deleting the second sentence in its entirety and replacing it with the following: "In the event of the death of an optionee who at the date of death either (i) was an officer of the Company (Assistant Vice President and above) or (ii) had been employed by the Company for ten or more continuous years, all options that were granted to the optionee but unvested on the date of the optionee's death shall be vested, effective as of the date of death. In the event of the death of an optionee who at the date of death is an employee of the Company but neither qualifies under (i) or (ii) in the previous sentence, 50% of the options that were granted to the optionee but unvested on the date of the optionee's death shall be vested, effective as of the date of death. 1

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Costco Wholesale Corporation, have executed this written consent as of the_______ day June, 2000.
------------------------------Jeffrey H. Brotman -------------------------------James D. Sinegal

-------------------------------Richard D. DiCerchio

-------------------------------Richard A. Galanti

-------------------------------Hamilton E. James

-------------------------------Richard M. Libenson

-------------------------------John W. Meisenbach

-------------------------------Frederick O. Paulsell, Jr.

-------------------------------Jill S. Ruckelshaus

-------------------------------Charles T. Munger

-------------------------------Benjamin S. Carson, Sr., M.D.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Costco Wholesale Corporation, have executed this written consent as of the_______ day June, 2000.
------------------------------Jeffrey H. Brotman -------------------------------James D. Sinegal

-------------------------------Richard D. DiCerchio

-------------------------------Richard A. Galanti

-------------------------------Hamilton E. James

-------------------------------Richard M. Libenson

-------------------------------John W. Meisenbach

-------------------------------Frederick O. Paulsell, Jr.

-------------------------------Jill S. Ruckelshaus

-------------------------------Charles T. Munger

-------------------------------Benjamin S. Carson, Sr., M.D.

2

EXHIBIT 10.6 September 4, 2000 Jim Sinegal 999 Lake Drive Issaquah, WA 98027 Dear Jim: This letter agreement confirms the terms of your employment with Costco Wholesale Corporation (the "Company"): 1. Employment. The Company employs you as its President and Chief Executive Officer. 2. Employment Term. The terms of this letter agreement cover one year, beginning September 4, 2000, and coinciding with the Company's fiscal year 2001, unless otherwise terminated as provided below. The parties may renew this letter agreement from year-to-year upon agreement. 3. Salary and Benefits. (a) You will receive a base salary of $350,000 for fiscal year 2001. The base salary will be paid to you in accordance with the Company's standard payroll practices. (b) You will be eligible for a bonus of up to $200,000. The amount of any bonus will be determined by the Board of Directors or the Compensation Committee, and will be paid to you in accordance with the Company's standard practices. (c) You will be eligible for a stock option grant under the Company's stock option plan. The Board of Directors or the Compensation Committee will determine the amount of any grant. (d) All payments to you will be subject to withholding for taxes and other applicable withholding requirements.

EXHIBIT 10.6 September 4, 2000 Jim Sinegal 999 Lake Drive Issaquah, WA 98027 Dear Jim: This letter agreement confirms the terms of your employment with Costco Wholesale Corporation (the "Company"): 1. Employment. The Company employs you as its President and Chief Executive Officer. 2. Employment Term. The terms of this letter agreement cover one year, beginning September 4, 2000, and coinciding with the Company's fiscal year 2001, unless otherwise terminated as provided below. The parties may renew this letter agreement from year-to-year upon agreement. 3. Salary and Benefits. (a) You will receive a base salary of $350,000 for fiscal year 2001. The base salary will be paid to you in accordance with the Company's standard payroll practices. (b) You will be eligible for a bonus of up to $200,000. The amount of any bonus will be determined by the Board of Directors or the Compensation Committee, and will be paid to you in accordance with the Company's standard practices. (c) You will be eligible for a stock option grant under the Company's stock option plan. The Board of Directors or the Compensation Committee will determine the amount of any grant. (d) All payments to you will be subject to withholding for taxes and other applicable withholding requirements. (e) You will be eligible to participate in the Company's employee benefit programs, in accordance with the terms and conditions of those programs. 4. Termination. The Company will have the right to terminate your employment at any time for "cause," as determined under applicable law and policies of

the Company. You may terminate your employment at any time upon not less than sixty (60) days prior written notice. 5. Miscellaneous. This letter agreement represents our complete agreement on these subjects. We can only amend this letter agreement by signing a written amendment. This letter will be governed by Washington law in all respects. If you agree with the terms contained in this letter, please sign the enclosed copy of this letter and return it to me. Sincerely, Compensation Committee, Board of Directors, Costco Wholesale Corporation By: John Meisenbach, Director

the Company. You may terminate your employment at any time upon not less than sixty (60) days prior written notice. 5. Miscellaneous. This letter agreement represents our complete agreement on these subjects. We can only amend this letter agreement by signing a written amendment. This letter will be governed by Washington law in all respects. If you agree with the terms contained in this letter, please sign the enclosed copy of this letter and return it to me. Sincerely, Compensation Committee, Board of Directors, Costco Wholesale Corporation By: John Meisenbach, Director Acknowledged and agreed: Jim Sinegal Dated:

EXHIBIT 12.1 COSTCO WHOLESALE CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)
SEPTEMBER 3, 2000 -----------$1,052,395 (10,919) 50,200 AUGUST 29, 1999 ---------$858,866 (4,380) 49,907 AUGUST 30, 1998 ---------$766,403 (3,542) 51,077 AUGUST 31, 1997 ---------$520,329(3) (4,097) 80,378 SEPTEMBER 1, 1996 -----------$423,477 (5,612) 83,690

Earnings(1)........................ Less: Capitalized interest......... Add: Interest on debt(2)........... Portion of rent under long-term operating leases representative of an interest factor........................ Total earnings available for fixed charges............... Fixed Charges: Interest on debt(2).............. Portion of rent under long-term operating leases representative of an interest factor........................ Total fixed charges........... Ratio of earnings to fixed charges..........................

40,732 ---------$1,132,408 ========== $ 50,200

35,558 -------$939,951 ======== $ 49,907

33,225 -------$847,163 ======== $ 51,077

32,411 -------$629,021 ======== $ 80,378

33,412 -------$534,967 ======== $ 83,690

40,732 ---------$ 90,932 ========== 12.5 ==========

35,558 -------$ 85,465 ======== 11.0 ========

33,225 -------$ 84,302 ======== 10.0 ========

32,411 -------$112,789 ======== 5.6(4) ========

33,412 -------$117,102 ======== 4.6 ========

(1) Earnings represent income from continuing operations before provision for income taxes and cumulative effect

EXHIBIT 12.1 COSTCO WHOLESALE CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)
SEPTEMBER 3, 2000 -----------$1,052,395 (10,919) 50,200 AUGUST 29, 1999 ---------$858,866 (4,380) 49,907 AUGUST 30, 1998 ---------$766,403 (3,542) 51,077 AUGUST 31, 1997 ---------$520,329(3) (4,097) 80,378 SEPTEMBER 1, 1996 -----------$423,477 (5,612) 83,690

Earnings(1)........................ Less: Capitalized interest......... Add: Interest on debt(2)........... Portion of rent under long-term operating leases representative of an interest factor........................ Total earnings available for fixed charges............... Fixed Charges: Interest on debt(2).............. Portion of rent under long-term operating leases representative of an interest factor........................ Total fixed charges........... Ratio of earnings to fixed charges..........................

40,732 ---------$1,132,408 ========== $ 50,200

35,558 -------$939,951 ======== $ 49,907

33,225 -------$847,163 ======== $ 51,077

32,411 -------$629,021 ======== $ 80,378

33,412 -------$534,967 ======== $ 83,690

40,732 ---------$ 90,932 ========== 12.5 ==========

35,558 -------$ 85,465 ======== 11.0 ========

33,225 -------$ 84,302 ======== 10.0 ========

32,411 -------$112,789 ======== 5.6(4) ========

33,412 -------$117,102 ======== 4.6 ========

(1) Earnings represent income from continuing operations before provision for income taxes and cumulative effect of accounting change. (2) Includes amortization of debt expense and capitalized interest. (3) Includes the effect of adopting SFAS No. 121, a $65,000 pre-tax charge for asset impairment. If such provision were excluded, income from continuing operations before provision for income taxes for fiscal 1997 would have been $585,329. (4) If the $65,000 pre-tax provision for asset impairment were excluded, the ratio of earnings to fixed charges would have been 6.2.

EXHIBIT 21.1 COSTCO WHOLESALE CORPORATION SUBSIDIARIES
SUBSIDIARIES -----------The Price Company Costco Wholesale Canada Ltd. Costco Canada Inc. STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION -----------------------------California Canadian Federal Canadian Federal NAME UNDER WHICH SUBSIDIARY DOES BUSI ------------------------------------The Price Company, Price Club, Costco Wholesale Costco Wholesale Canada, Ltd., Costco Wholesale Costco Canada Inc.,

EXHIBIT 21.1 COSTCO WHOLESALE CORPORATION SUBSIDIARIES
SUBSIDIARIES -----------The Price Company Costco Wholesale Canada Ltd. Costco Canada Inc. Price Costco Canada Holdings Inc. STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION -----------------------------California Canadian Federal Canadian Federal Canadian Federal NAME UNDER WHICH SUBSIDIARY DOES BUSI ------------------------------------The Price Company, Price Club, Costco Wholesale Costco Wholesale Canada, Ltd., Costco Wholesale Costco Canada Inc., Price Costco, Costco Price Costco Canada Holdings Inc.

EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K into Costco Wholesale Corporation's previously filed Registration Statement Nos. 33-50799, 333-1127, 333-04355 and 333-21093.
/s/ Seattle, Washington ARTHUR ANDERSEN LLP

November 15, 2000

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS

YEAR SEP 03 2000 AUG 30 1999 SEP 03 2000 524,505 48,026 177,743 3,368 2,490,088 3,470,118 6,141,389 (1,307,273) 8,633,940 3,404,359 790,053 0 0 1,030,650 3,209,630 8,633,940 31,620,723 32,164,296 28,322,170

EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K into Costco Wholesale Corporation's previously filed Registration Statement Nos. 33-50799, 333-1127, 333-04355 and 333-21093.
/s/ Seattle, Washington ARTHUR ANDERSEN LLP

November 15, 2000

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR SEP 03 2000 AUG 30 1999 SEP 03 2000 524,505 48,026 177,743 3,368 2,490,088 3,470,118 6,141,389 (1,307,273) 8,633,940 3,404,359 790,053 0 0 1,030,650 3,209,630 8,633,940 31,620,723 32,164,296 28,322,170 31,126,846 0 0 39,281 1,052,395 420,958 631,437 0 0 0 631,437 1.41 1.35

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR SEP 03 2000 AUG 30 1999 SEP 03 2000 524,505 48,026 177,743 3,368 2,490,088 3,470,118 6,141,389 (1,307,273) 8,633,940 3,404,359 790,053 0 0 1,030,650 3,209,630 8,633,940 31,620,723 32,164,296 28,322,170 31,126,846 0 0 39,281 1,052,395 420,958 631,437 0 0 0 631,437 1.41 1.35