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COSTCO WHOLESALE CORP /NEW Annual Report (Amendment), Year Ended Sep 3, 1995

Filing Date
Filed March 15, 1996
Period End
September 3, 1995
Security
COST
In the record · 2016–202610-K1210-Q328-K130

COST filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 130 current reports (8-K) between 2016 and 2026.

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01—Abstract

Summary

Summary of the 10-K/A filed March 15, 1996. Cited figures are marked; the original filing is the authoritative source.

This document is not the complete 10-K described in the request.

It is Amendment No. 1 (Form 10-K/A) of Price/Costco, Inc. (the registrant named on the cover, not COSTCO WHOLESALE CORP /NEW) for the fiscal year ended September 3, 1995. It contains only the cover page and Item 11 (Executive Compensation), so it has no revenue, earnings, balance sheet, or business-segment data. The excerpt also does not show a March 15, 1996 filing date.

The cover reports an aggregate non-affiliate market value of about $2.86 billiona as of October 31, 1995, with 195,235,264 common shares outstanding. The compensation disclosures show a modest executive pay structure. CEO James D.

Sinegal and Chairman Jeffrey H. Brotman each earned a $305,769b salary in fiscal 1995 (a 53-week year) with no cash bonus, and each received 50,000 stock options. Other named executives received bonuses of $37,000 to $44,358 and 20,000 options each.

Options vest 20% per year over five years and expire after ten years, with an exercise price of $13.3125c per share, equal to fair market value on the grant date. The company granted 3,515,776 options across all employees in fiscal 1995. The filing also discloses related-party and transaction items relevant to investors.

Compensation committee member John W. Meisenbach's firm, MCM Financial, received $580,773d in fiscal 1995 for benefits consulting and insurance services. Compensation committee member Hamilton E.

James is a managing director of DLJ, which advised on the Exchange Transaction, a spin-off of certain assets to Price Enterprises, and on a $300 million senior note offering. For a complete picture of operations and financial condition, investors should review the original full 10-K for the fiscal year.

02—Key points

Key Highlights

  1. The document is Amendment No. 1 (10-K/A) for fiscal year ended September 3, 1995, covering only the cover page and Item 11 (Executive Compensation), with no financial statements.
  2. The registrant is Price/Costco, Inc. (Delaware, Issaquah, WA), not the Costco Wholesale Corp /NEW entity named in the request; the filing date of March 15, 1996 does not appear in the excerpt.
  3. Non-affiliate market value was approximately $2.86 billion at October 31, 1995, on 195.2 million shares outstanding.
  4. CEO James D. Sinegal and Chairman Jeffrey H. Brotman each earned a $305,769 salary (53-week year) with no bonus, and each received 50,000 stock options.
  5. Company-wide option grants totaled 3,515,776 shares in fiscal 1995, at an exercise price of $13.3125, vesting 20% annually over five years.
  6. Related-party items include $580,773 paid to MCM Financial (affiliated with a compensation committee member) and DLJ's role in the Exchange Transaction spin-off to Price Enterprises and a $300 million senior note offering.
  7. Non-employee directors receive $30,000 annually plus meeting fees and an annual grant of 8,000 options.

03—Questions

Frequently Asked Questions

  1. What financial performance does this filing report?

    This excerpt contains no income statement, balance sheet, or cash flow data. It covers only the cover page and executive compensation, so revenue, profit, and debt figures must come from the complete original 10-K.

  2. How much were top executives paid?

    In fiscal 1995, CEO James D. Sinegal and Chairman Jeffrey H. Brotman each received a $305,769 salary with no bonus. Other named executives received salaries of $240,480 to $297,710 and bonuses of $37,000 to $44,358, plus company matching contributions and insurance premiums.

  3. Are there conflicts of interest involving the compensation committee?

    The filing discloses two relationships. Committee member John W. Meisenbach is a principal shareholder of MCM Financial, which received $580,773 for benefits and insurance consulting in fiscal 1995. Committee member Hamilton E. James is a managing director of DLJ, which advised on the Exchange Transaction and a $300 million senior note offering.

  4. What is the Exchange Transaction?

    The Exchange Transaction was a spin-off of certain company assets to Price Enterprises during fiscal 1995. The filing names DLJ as the company's adviser on it but does not describe the assets, terms, or financial effects.

  5. Is this the right document for a full investment review?

    No. This amendment only restates Item 11 and the cover page. Investors should use the original complete 10-K for fiscal 1995, which includes business description, financial statements, risk factors, and management discussion.

04—Continue

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