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 |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
Commission File Number 0-20355
Costco 401(k) Retirement Plan
(full title of plan)
Costco Wholesale Corporation
999 Lake Drive
Issaquah, Washington 98027
(Name of issuer and address of principal executive offices of issuer)
COSTCO 401(k) RETIREMENT PLAN
Financial Statements and Supplemental Schedule
December 31, 2012 and 2011
(With Report of Independent Registered Public Accounting Firm)
COSTCO 401(k) RETIREMENT PLAN
| Page | ||||
| 1 | ||||
| Financial Statements: |
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| Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011 |
2 | |||
| 3 | ||||
| 4 | ||||
| Supplemental Information |
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| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2012 |
12 | |||
Exhibit:
23(a) – Consent of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
The Benefits Committee
Costco 401(k) Retirement Plan:
We have audited the accompanying statements of net assets available for benefits of the Costco 401(k) Retirement Plan (the Plan) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. 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 schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2012 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Seattle, Washington
June 27, 2013
Statements of Net Assets Available for Benefits
December 31, 2012 and 2011
(in thousands)
| 2012 | 2011 | |||||||
| Assets: |
||||||||
| Investments at fair value: |
||||||||
| Costco Wholesale Corporation common stock |
$ | 2,289,196 | $ | 1,639,430 | ||||
| Registered investment company funds |
2,625,579 | 2,398,498 | ||||||
| Common commingled trust funds |
1,309,296 | 1,268,178 | ||||||
| Separately managed accounts |
251,207 | — | ||||||
|
|
|
|
|
|||||
| Total investments |
6,475,278 | 5,306,106 | ||||||
|
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|
|
|||||
| Money market fund |
3,404 | 984 | ||||||
|
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|
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|
|||||
| Receivables: |
||||||||
| Notes receivable from participants |
349,150 | 316,854 | ||||||
| Employer contributions |
232,660 | 212,579 | ||||||
| Employee contributions |
17,593 | — | ||||||
| Other receivables |
1,928 | — | ||||||
|
|
|
|
|
|||||
| Total receivables |
601,331 | 529,433 | ||||||
|
|
|
|
|
|||||
| Total assets |
7,080,013 | 5,836,523 | ||||||
|
|
|
|
|
|||||
| Liabilities |
(2,907 | ) | — | |||||
|
|
|
|
|
|||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(46,262 | ) | (38,570 | ) | ||||
|
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|
|
|
|||||
| Net assets available for benefits |
$ | 7,030,844 | $ | 5,797,953 | ||||
|
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|
|||||
See accompanying notes to financial statements.
2
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2012 and 2011
(in thousands)
| 2012 | 2011 | |||||||
| Net investment income: |
||||||||
| Net appreciation (depreciation) in fair value of investments: |
||||||||
| Costco Wholesale Corporation common stock |
$ | 299,728 | $ | 219,614 | ||||
| Registered investment company funds |
308,514 | (134,690 | ) | |||||
| Common commingled trust fund |
26,321 | 3,086 | ||||||
| Separately managed accounts |
3,675 | — | ||||||
| Interest |
26,398 | 32,727 | ||||||
| Dividends |
249,593 | 79,210 | ||||||
|
|
|
|
|
|||||
| Total net investment income |
914,229 | 199,947 | ||||||
|
|
|
|
|
|||||
| Interest from notes receivable from participants |
16,526 | 15,641 | ||||||
|
|
|
|
|
|||||
| Contributions to the Plan: |
||||||||
| Employee |
340,693 | 300,034 | ||||||
| Employer |
278,100 | 256,260 | ||||||
|
|
|
|
|
|||||
| Total contributions |
618,793 | 556,294 | ||||||
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|
|||||
| Distributions to participants |
(316,657 | ) | (178,825 | ) | ||||
|
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|||||
| Net increase in net assets available for benefits |
1,232,891 | 593,057 | ||||||
| Net assets available for benefits, beginning of year |
5,797,953 | 5,204,896 | ||||||
|
|
|
|
|
|||||
| Net assets available for benefits, end of year |
$ | 7,030,844 | $ | 5,797,953 | ||||
|
|
|
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|
|||||
See accompanying notes to financial statements.
3
Notes to Financial Statements
December 31, 2012 and 2011
| (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. Participants in the Plan are employees of Costco Wholesale Corporation (the Company).
The Plan is a defined contribution plan established by the Company under the provisions of Section 401(a) of the Internal Revenue Code (the IRC). It includes a qualified cash or deferred arrangement, as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
| (a) | Employee Contributions |
The Plan allows employees at least 18 years of age who have completed 90 days of service within a 12-consecutive-month period to make salary deferral contributions commencing the first day of the month following the completion of 90 days of employment. Participants may contribute from 1% to 50% 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).
All newly eligible employees are automatically enrolled in the Plan at a contribution rate of 3% unless the employee elects otherwise. On an active participant’s employment anniversary date and each anniversary date thereafter, the percentage deferred into the Plan automatically increases by one percentage point to a maximum deferral of 20%. Employees may opt out of this automatic increase feature.
| (b) | Employer Contributions |
All Company contributions are made in cash and invested in accordance with investment selections made by participants. If no selection has been made, the contribution defaults to a T. Rowe Price Retirement Date Fund that corresponds to the participant’s age. Employer contributions are allocated based on an employee’s classification as either: 1) a California Union Employee; or 2) an Other-than-California Union Employee.
| (1) | California Union Employees |
The Company matches 50% of each employee’s contribution up to a maximum employer matching contribution of $250 per year. Employees at least 18 years of age who have completed 12 consecutive months of service and worked at least 1,000 hours are eligible for an annual employer contribution. Plan entry dates for this purpose occur on January 1 and July 1. The Company makes contributions into the accounts of all eligible plan participants employed on the last day of the plan year based on straight-time hours worked during the plan year, up to a maximum of 2,080 hours per calendar year. These contributions in 2012 and 2011 ranged from $0.05 to $0.60 per hour, totaling $5.9 million and $5.6 million respectively.
| (2) | Other-than-California Union Employees |
The Company matches 50% of each employee’s contribution up to a maximum employer matching contribution of $500 per year. Employees at least 18 years of age who have completed 12 consecutive months of service and worked at least 1,000 hours are eligible for an annual discretionary employer contribution. Plan entry dates for this purpose occur on January 1 and July 1. The Company makes contributions into the accounts of all eligible plan
4
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2012 and 2011
participants employed on the last day of the plan year. Discretionary contributions were approved for the plan years ending December 31, 2012 and 2011 totaling $226.3 million and $207 million, respectively, and ranged from 3% to 9% of each participant’s compensation based on years of service.
| (c) | Participants’ Accounts |
Participants’ accounts are valued on a daily basis based on quoted market prices or, in the case of the Common Commingled Trust Funds, the quoted market prices of the underlying securities. Each participant’s account is credited with the participant’s contribution and allocations of (a) the company’s contribution and (b) plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
| (d) | Vesting |
Participants are immediately vested in their contributions and actual earnings. Vesting in the employer-match, discretionary contributions, and actual earnings, is based on years of service, according to the following schedule:
| Years of service |
Percentage vested |
|||
| Under 2 years |
0 | % | ||
| 2 years |
20 | % | ||
| 3 years |
40 | % | ||
| 4 years |
60 | % | ||
| 5 years |
100 | % | ||
| (e) | Forfeitures |
Forfeitures may be used to reduce future employer contributions or to pay administrative expenses. During 2012 and 2011, forfeitures totaling $3.1 million and $3.2 million respectively, were used to reduce employer contributions. There were no unallocated forfeitures as of December 31, 2012 and 2011. Forfeitures, without the benefit of investment gains or losses, can be restored to a participant’s account if, within five years, the participant is re-employed by the Company and repays the full dollar amount distributed upon termination.
| (f) | Investment Options |
A participant may initially direct the account balance into any of the investment options listed on schedule H, line 4i – schedule of assets (held at end of year). Participants may change their investment options and transfer amounts between funds daily. T. Rowe Price is the trustee for all investments, serves as investment manager for registered investment company and common commingled trust funds, and provides recordkeeping of all accounts. Amounts may be temporarily invested in a cash account prior to investment in the Plan’s investment accounts. The T. Rowe Price Retirement Date Fund that corresponds to the participant’s age is the default investment option.
Effective November 30, 2012, the mutual funds American Funds Growth Fund of America R5 and the Artio International Equity Fund were replaced with separately managed accounts. The separately managed accounts are not regulated like a mutual fund; instead, an Investment Manager is hired to invest assets in a separate account held for the Plan. The Large Cap Growth Portfolio (which is managed by Columbia Management Investment Advisers, LLC) replaced the American Funds Growth Fund of America R5.
5
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2012 and 2011
The International Equity Portfolio (which is managed by Scout Investments, Inc.) replaced the Artio International Equity Fund. Through these accounts the Investment Manager invests in equity securities on behalf of the Plan.
| (g) | Distributions |
Upon termination of employment, total disability, or death, 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 attaining age 59-1/2. Participants are also eligible to make 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 period of six months.
Dividends on the Company’s stock are reinvested in the participant’s Company stock account unless a distribution is requested by the participant in advance of the ex-dividend date. Dividends on the Company’s stock are reported on a gross basis, with the dividends paid reported as “Net investment income” and the amounts distributed reported as “Distributions to participants” in the statements of changes in net assets available for benefits.
On November 28, 2012, the Company declared a special cash dividend on Costco common stock of $7 per share, which was paid on December 18, 2012. Of the $158.6 million special dividend paid to Plan participants, approximately $98.2 million was immediately distributed to the participants and the remaining $60.4 million was reinvested into the participants’ accounts.
| (h) | Notes Receivable from Participants |
A participant may borrow up to the lesser of $50,000 or 45% of the vested account balance, calculated using the participant’s pre-tax contribution, rollover, Company matching and Company discretionary contribution amounts. Only the participant’s pre-tax contribution, rollover, and Company matching amounts may be borrowed against, with a minimum note of $1,000. Notes are payable through payroll deductions over a period ranging up to 180 months.
The interest rate is determined by the plan administrator based on the Bank of America prime rate on the last day of the calendar year prior to when the note was made, plus 1% for a primary residence loan and 2% for a standard loan. The rates at December 31, 2012 and 2011 ranged from 4.25% to 11.50%. The notes have various maturity dates through December 2027.
| (i) | Plan Administrator |
The Plan is administered by the Benefits Committee.
| (j) | Administrative and Investment Expenses |
All investment management and transaction fees are netted against “Net investment income.” Except for loan origination fees associated with notes receivable from participants, all administrative expenses and custodial fees of maintaining the plan are paid by the Company.
6
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2012 and 2011
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Accounting |
The financial statements of the Plan are prepared under the accrual method of accounting. Investments are reported at fair value. Refer to Note 3 below for further details of fair value measurements.
| (b) | Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
| (c) | Investment Valuation and Income Recognition |
The Plan invests in the Company’s common stock, other exchange-traded equity securities, various registered investment company and common commingled trust funds that, in turn, invest in a combination of stocks, bonds and other investment securities. Investment securities are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is possible that changes in the values of investment securities will occur in the near term and that those changes could materially affect the amounts reported in the statements of net assets available for benefits.
Registered investment company funds, Company common stock, and other equity securities (held in the separately managed accounts) are stated at fair value based upon quoted market prices. The T. Rowe Price Equity Index Trust Fund is a common commingled trust fund stated at fair value and valued daily based on the quoted market prices of the underlying securities.
The T. Rowe Price Stable Value Fund is a Common Commingled Trust Fund invested primarily in guaranteed investment contracts (GICs). The GICs are fully benefit-responsive and are recorded at contract value. A benefit-responsive investment contract is a contract between an insurance company, a bank, a financial institution, or any financially responsible entity, with a plan that provides for a stated return on principal invested over a specified period and that permits withdrawals at contract value for benefit payments, loans, or transfers to other investment options offered to the participant by the plan. Participant withdrawals from the plan are required to be at contract value. The overall effective yield and crediting rate of the Stable Value Fund was 2.36% and 2.45%, respectively, for the year ended December 31, 2012, and 2.69% and 2.97%, respectively, for the year ended December 31, 2011. Contract value is equal to principal balance plus accrued interest. The fair value of the GICs is calculated by discounting the related cash flows based on current yields of similar instruments with comparable investment durations.
Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is a relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts. Contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The statements of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statements of changes in net assets available for benefits are prepared on a contract value basis.
7
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2012 and 2011
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 or depreciation in fair value of investments includes the change in the fair value of assets from one period to the next, plus realized gains and losses.
| (d) | Notes Receivable from Participants |
Participant loans are classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest.
| (e) | Distribution of Benefits |
Distributions of benefits are recorded when paid.
| (3) | Fair Value Measurement |
Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. This guidance also established a fair value hierarchy that requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Significant unobservable inputs that are not corroborated by market data.
The following valuation techniques are used to measure fair value:
Level 1 primarily consists of financial instruments, such as investments in registered investment company funds and Costco Common Stock, whose value is based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market, exchange-traded instruments and listed equities.
Level 2 includes assets and liabilities where quoted market prices are unobservable but observable inputs other than Level 1 prices, such as quoted prices for similar assets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Plan’s Level 2 assets include investments in common commingled trust funds. Valuation methodologies are based on “consensus pricing,” using market prices from a variety of industry-standard data providers or pricing that considers various assumptions, including time value, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. All are observable in the market or can be derived principally from or corroborated by observable market data, for which the Plan typically receives independent external valuation information.
The Plan had no Level 3 assets or liabilities as of December 31, 2012 and 2011.
Valuation techniques utilized during the reporting period in the fair value measurement of assets and liabilities presented on the Plan’s statements of net assets available for benefits were not changed from previous practice.
8
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2012 and 2011
The carrying value of the Plan’s other financial instruments, such as the money market fund and notes receivable, approximate fair value due to their short-term nature or variable interest rates.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tables below present information about the Plan’s financial assets that are measured at fair value on a recurring basis as of December 31, 2012 and 2011, and indicate the level within the fair value hierarchy of valuation techniques utilized to determine such fair value. As of these dates, the Company had no holdings of Level 3 financial assets and liabilities. There were no transfers in or out of Level 1, 2, or 3 during 2012 and 2011.
| 2012: |
Level 1 | Level 2 | ||||||
| (in thousands) | ||||||||
| Investments in registered investment company funds: |
||||||||
| Balanced funds |
$ | 1,323,714 | $ | — | ||||
| Equity funds |
840,412 | — | ||||||
| Fixed income funds |
333,722 | — | ||||||
| International funds |
127,731 | — | ||||||
|
|
|
|
|
|||||
| Total investments in registered investment company funds |
2,625,579 | — | ||||||
| Costco Wholesale Corporation common stock |
2,289,196 | — | ||||||
| Common commingled trust funds |
— | 1,309,296 | ||||||
| Separately managed accounts |
251,207 | — | ||||||
| Money market fund |
3,404 | — | ||||||
|
|
|
|
|
|||||
| Total investments |
$ | 5,169,386 | $ | 1,309,296 | ||||
|
|
|
|
|
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| 2011: |
Level 1 | Level 2 | ||||||
| (in thousands) | ||||||||
| Investments in registered investment company funds: |
||||||||
| Balanced funds |
$ | 1,019,927 | $ | — | ||||
| Equity funds |
978,342 | — | ||||||
| Fixed income funds |
295,579 | — | ||||||
| International funds |
104,650 | — | ||||||
|
|
|
|
|
|||||
| Total investments in registered investment company funds |
2,398,498 | — | ||||||
| Costco Wholesale Corporation common stock |
1,639,430 | — | ||||||
| Common commingled trust funds |
— | 1,268,178 | ||||||
| Money market fund |
984 | — | ||||||
|
|
|
|
|
|||||
| Total investments |
$ | 4,038,912 | $ | 1,268,178 | ||||
|
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|
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|
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9
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2012 and 2011
| (4) | Investments |
Investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2012 and 2011 are separately identified (in thousands):
| Description of Investment |
2012 | 2011 | ||||||
| Costco Wholesale Corporation common stock |
$ | 2,289,196 | $ | 1,639,430 | ||||
| T. Rowe Price Stable Value Fund |
1,076,105 | 1,067,399 | ||||||
| T. Rowe Price Institutional Mid-Cap Equity Growth Fund |
498,669 | 457,599 | ||||||
| (5) | 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 and the requirements of the collective bargaining agreement with the International Brotherhood of Teamsters in California. In the event of plan termination, participants would become 100% vested in their accounts.
| (6) | Tax Status |
The Internal Revenue Service (IRS) has informed the Company that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended subsequent to receiving the determination letter on May 9, 2006. The Plan Administrator believes that the Plan is designed and is being operated in compliance with the applicable requirements of the IRS.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.
| (7) | Party-in-Interest and Related Party Transactions |
Certain Plan investments are shares of registered investment company and common commingled trust funds managed by T. Rowe Price. T. Rowe Price is also the trustee and record keeper as defined by the Plan. Therefore, these transactions qualify as party-in-interest transactions. The Plan also invests in the Company’s common stock, and these transactions also qualify as party-in-interest transactions.
10
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2012 and 2011
| (8) | Form 5500 Reconciliation |
The following is a reconciliation of the net assets available for benefits per the financial statements to the Form 5500 at December 31, 2012 (in thousands):
| 2012 | ||||
| Net assets available for benefits per the financial statements |
$ | 7,030,844 | ||
| Adjustment from contract value to fair value for fully benefit-responsive investment contracts |
46,262 | |||
|
|
|
|||
| Net assets available for benefits per the Form 5500 |
$ | 7,077,106 | ||
|
|
|
|||
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500 at December 31, 2012 (in thousands):
| 2012 | ||||
| Net increase in net assets available for benefits per the financial statements |
$ | 1,232,891 | ||
| Adjustment from contract value to fair value for fully benefit-responsive investment contracts |
46,262 | |||
|
|
|
|||
| Net increase in assets available for benefits per the Form 5500 |
$ | 1,279,153 | ||
|
|
|
|||
The Plan’s investment in fully benefit-responsive investment contracts is shown at fair value in the Form 5500, while it is presented at contract value in the net assets available for benefit statement.
11
Schedule I
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2012
(in thousands)
| Identity of issuer, borrower, lessor, or similar party |
Description of investment |
Current value |
||||
| Registered investment company and common commingled trust funds: |
||||||
| American Funds |
New Perspective Fund R5 | $ | 127,731 | |||
| Davis Funds |
New York Venture Fund Class Y | 132,286 | ||||
| *T. Rowe Price |
Institutional Mid-Cap Equity Growth Fund | 498,669 | ||||
| * T. Rowe Price |
Small-Cap Stock Fund | 209,457 | ||||
| * T. Rowe Price |
Spectrum Income Fund | 307,321 | ||||
| * T. Rowe Price |
Retirement Income Fund | 15,223 | ||||
| * T. Rowe Price |
Retirement 2005 Fund | 9,968 | ||||
| * T. Rowe Price |
Retirement 2010 Fund | 33,048 | ||||
| * T. Rowe Price |
Retirement 2015 Fund | 78,117 | ||||
| * T. Rowe Price |
Retirement 2020 Fund | 148,182 | ||||
| * T. Rowe Price |
Retirement 2025 Fund | 164,630 | ||||
| * T. Rowe Price |
Retirement 2030 Fund | 177,606 | ||||
| * T. Rowe Price |
Retirement 2035 Fund | 143,731 | ||||
| * T. Rowe Price |
Retirement 2040 Fund | 205,002 | ||||
| * T. Rowe Price |
Retirement 2045 Fund | 211,897 | ||||
| * T. Rowe Price |
Retirement 2050 Fund | 77,752 | ||||
| * T. Rowe Price |
Retirement 2055 Fund | 58,558 | ||||
| * T. Rowe Price |
Equity Index Trust Fund Class C | 186,929 | ||||
| * T. Rowe Price |
Stable Value Fund (at fair value) | 1,122,367 | ||||
| Vanguard |
Total Bond Market Index Fund Institutional | 22,908 | ||||
| Dreyfus Treasury & Agency |
Money Market Security | 1,333 | ||||
| Federated Gov Obli Fund |
Money Market Security | 2,160 | ||||
| Separately managed accounts |
||||||
| International Equity Portfolio: |
||||||
| Aac Technologies H-Unspon |
Common Stock | 245 | ||||
| Abb Ltd Adr |
Common Stock | 1,182 | ||||
| Aflac Inc |
Common Stock | 1,978 | ||||
| Adecco Sa-Reg-Unspon Adr |
Common Stock | 590 | ||||
| Adidas Ag-Sponsored Adr |
Common Stock | 1,530 | ||||
| Air Liquide Adr |
Common Stock | 951 | ||||
| Allianz Se Adr |
Common Stock | 1,812 | ||||
| Axa - Spons Adr |
Common Stock | 1,503 | ||||
| Basf Se - Spon Adr |
Common Stock | 1,183 | ||||
| Banco Bilbao Vizcaya Arge |
Common Stock | 923 | ||||
| Banco Santander Chile Sa |
Common Stock | 1,624 | ||||
| Bancolombia Sa - Spons Adr |
Common Stock | 549 | ||||
| Barclays Plc-Spons Adr |
Common Stock | 2,306 | ||||
| Bayer Ag |
Common Stock | 1,856 | ||||
| Bhp Billiton Ltd Adr |
Common Stock | 1,365 | ||||
| British American Tob Adr |
Common Stock | 480 | ||||
| Csl Ltd-Unspon Adr |
Common Stock | 1,614 | ||||
| Canadian Natural Res |
Common Stock | 656 | ||||
| Coca Cola He-Ads |
Common Stock | 1,013 | ||||
| Companhia De Bebidas Adr |
Common Stock | 1,031 | ||||
| Compass Group Plc Adr |
Common Stock | 769 | ||||
| Dassault Systems Sa-Adr |
Common Stock | 1,591 | ||||
| Diageo Plc Spons Adr |
Common Stock | 747 | ||||
12
| Ecopetrol Sa-Sponsored Ad |
Common Stock | 687 | ||||
| Embraer Sa-Adr |
Common Stock | 480 | ||||
| Enbridge Inc |
Common Stock | 1,904 | ||||
| Essilor Intl - Adr |
Common Stock | 625 | ||||
| Fanuc Corp-Unsp Adr |
Common Stock | 1,614 | ||||
| Fresenius Medical Adr |
Common Stock | 1,085 | ||||
| Gemalto Nv-Sponsored Adr |
Common Stock | 617 | ||||
| Givaudan-Unspon Adr |
Common Stock | 853 | ||||
| Grupo Televisa Sa |
Common Stock | 1,527 | ||||
| Hsbc Holdings Plc |
Common Stock | 2,580 | ||||
| Henkel Kgaa-Spons Adr Pfd |
Common Stock | 1,478 | ||||
| Hennes & Mauritz Ab-Adr |
Common Stock | 985 | ||||
| Honda Motor Co Ltd-Sp Adr |
Common Stock | 1,963 | ||||
| Imperial Oil Ltd |
Common Stock | 820 | ||||
| Inditex-Unspon Adr |
Common Stock | 2,211 | ||||
| Israel Chemicals-Unspon A |
Common Stock | 554 | ||||
| Jgc Corp-Unsponsored Adr |
Common Stock | 959 | ||||
| Komatsu Ltd |
Common Stock | 1,429 | ||||
| Koninkijke Ahold-Sp Adr |
Common Stock | 549 | ||||
| Kubota Corp - Spons Adr |
Common Stock | 1,247 | ||||
| Lvmh Moet Hennessy - Adr |
Common Stock | 1,480 | ||||
| Luxottica Group Spa |
Common Stock | 1,469 | ||||
| Magna Inter Class A Adr |
Common Stock | 841 | ||||
| Merck Kgaa - Unspon Adr |
Common Stock | 946 | ||||
| Mettler-Toledo Intl |
Common Stock | 1,127 | ||||
| Mtn Group Ltd-Spons Adr |
Common Stock | 1,479 | ||||
| Muenchener Rueck-Unspon A |
Common Stock | 2,060 | ||||
| Naspers Ltd-N Shs Spon Ad |
Common Stock | 1,261 | ||||
| Nestle Sa-Spons Adr |
Common Stock | 1,292 | ||||
| Nitto Denko Corp |
Common Stock | 1,098 | ||||
| Novartis Ag Adr |
Common Stock | 605 | ||||
| Novo-Nordisk A/S-Sp Adr |
Common Stock | 801 | ||||
| Philip Morris Intl. |
Common Stock | 1,261 | ||||
| Prudential Plc |
Common Stock | 2,280 | ||||
| Reckitt Benckiser-Spon Ad |
Common Stock | 860 | ||||
| Rio Tinto Plc |
Common Stock | 438 | ||||
| Roche Hldgs Ltd - Adr |
Common Stock | 1,337 | ||||
| Royal Dutch Shell Plc Adr |
Common Stock | 1,022 | ||||
| Ryanair Hlds Plccadr |
Common Stock | 910 | ||||
| Skf Ab |
Common Stock | 980 | ||||
| Sabmiller Plc Adr |
Common Stock | 1,228 | ||||
| Sandvik Ab |
Common Stock | 979 | ||||
| Sap Ag-Sponsored Adr |
Common Stock | 1,392 | ||||
| Schlumberger Limited |
Common Stock | 701 | ||||
| Siemens Ag |
Common Stock | 1,182 | ||||
| Smith & Nephew Plc |
Common Stock | 1,011 | ||||
| Soc. Quimica Y Minera-Adr |
Common Stock | 873 | ||||
| Svenska Cellulosa Ab |
Common Stock | 1,237 | ||||
| Syngenta Ag - Adr |
Common Stock | 1,217 | ||||
| Taiwan Semiconductor Adr |
Common Stock | 1,470 | ||||
| Technip Sa Adr |
Common Stock | 1,288 | ||||
| Toyota Motor Corp Spn Adr |
Common Stock | 507 | ||||
| Turkcell Iletisim Hizmet |
Common Stock | 1,545 | ||||
| Turkiye Garanti Bankasi-A |
Common Stock | 1,511 | ||||
| United Overseas Bank Adr |
Common Stock | 810 | ||||
| Vodafone Group Plc. Adr |
Common Stock | 1,729 | ||||
| Wal-Mart De Mexico Sa De |
Common Stock | 1,116 | ||||
| Woodside Petroleum Sp Adr |
Common Stock | 741 | ||||
| Zurich Insurance Group-Ad |
Common Stock | 1,043 |
13
| Flextronics Intl Ltd |
Common Stock | 471 | ||||
| Large Cap Growth Portfolio: |
||||||
| Alexion Pharmaceuticals |
Common Stock | 5,253 | ||||
| Allergan Inc |
Common Stock | 5,320 | ||||
| Amazon Com. Inc |
Common Stock | 5,952 | ||||
| Baidu Ince - Spon Adr |
Common Stock | 6,215 | ||||
| Biogen Idec, Inc |
Common Stock | 5,867 | ||||
| Celgene Corp |
Common Stock | 5,510 | ||||
| Cognizant Tech Solutions |
Common Stock | 4,369 | ||||
| Emc Corp/ Mass |
Common Stock | 5,060 | ||||
| Eog Resources Inc |
Common Stock | 4,851 | ||||
| Edwards Lifesciences Corp |
Common Stock | 4,869 | ||||
| Fmc Technologies Inc |
Common Stock | 6,425 | ||||
| Facebook Inc-A |
Common Stock | 5,305 | ||||
| Fastenal Company |
Common Stock | 3,394 | ||||
| Franklin Resoucres Inc |
Common Stock | 4,400 | ||||
| Gilead Sciences Inc |
Common Stock | 5,142 | ||||
| Google Inc Cl A |
Common Stock | 4,966 | ||||
| Las Vegas Sands Corp |
Common Stock | 6,462 | ||||
| Estee Lauder Co Class -A |
Common Stock | 4,117 | ||||
| Linkedin Corp- A |
Common Stock | 6,772 | ||||
| Lululemon Athletica Inc |
Common Stock | 5,652 | ||||
| Monsanto Company |
Common Stock | 2,572 | ||||
| Novo-Nordisk-Nordisk A/S-Sp Adr |
Common Stock | 5,060 | ||||
| Precision Castparts Corp |
Common Stock | 4,324 | ||||
| Priceline.Com Inc |
Common Stock | 5,280 | ||||
| Qualcomm Inc |
Common Stock | 5,954 | ||||
| Salesforce Com Inc |
Common Stock | 5,934 | ||||
| Visa Inc - Class A Shares |
Common Stock | 5,543 | ||||
| Yum Brands Inc Com |
Common Stock | 6,640 | ||||
| Michael Kors Hlds Ltd |
Common Stock | 6,736 | ||||
| Common stock |
||||||
| * Costco Wholesale Corporation |
Common stock | 2,289,196 | ||||
|
|
|
|||||
| Total investments |
6,475,278 | |||||
| Notes receivable from participants |
||||||
| * Various Participants |
Interest rates of 4.25% to 11.50% maturing through December 2027 | 349,150 | ||||
| Money market fund |
3,404 | |||||
|
|
|
|||||
| $ | 6,827,832 | |||||
|
|
|
|||||
| * | Indicates a party-in-interest. |
See accompanying report of independent registered public accounting firm.
14
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| COSTCO 401(K) RETIREMENT PLAN | ||||||
| Date: June 27, 2013 | By: | /S/ PAT CALLANS | ||||
| Pat Callans | ||||||
| Vice President Costco Wholesale Corporation | ||||||