8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) March 3, 2004

COSTCO WHOLESALE CORPORATION.

(Exact name of registrant as specified in its charter)

Washington	0-20355	91-1223280
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

999 Lake Drive

Issaquah, WA 98027

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 425-313-8100

Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

(c) Exhibits. The following exhibits are included in this report:

99.1. Press release dated March 3, 2004.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Issaquah, State of Washington, on March 3, 2004.

COSTCO WHOLESALE CORPORATION
By:	/s/    Richard A. Galanti
	Richard A. Galanti, Executive Vice
	President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

News

COSTCO WHOLESALE CORPORATION REPORTS SECOND QUARTER AND

YEAR-TO-DATE OPERATING RESULTS FOR FISCAL 2004 AND FEBRUARY SALES RESULTS

ISSAQUAH, Wash., March 3, 2004 — Costco Wholesale Corporation (Nasdaq: COST) announced today its operating results for the second quarter (12 weeks) and first half (24 weeks) of fiscal 2004, both ended February 15, 2004.

Net sales for the second quarter of fiscal 2004 increased 14% to $11.33 billion from $9.92 billion during the second quarter of fiscal 2003. Net income for the second quarter of fiscal 2004 increased 25% to $226.8 million, or $.48 per diluted share, compared to $182.1 million, or $.39 per diluted share, during the second quarter of fiscal 2003. Included in the second quarter fiscal 2003 operating results was a pre-tax charge of $26 million ($16 million, or $.03 per share after tax) reflecting an increase in workers’ compensation loss reserves.

Net sales for the first half of fiscal 2004 increased 14% to $21.64 billion from $18.93 billion during the first half of fiscal 2003. Net income for the first half of fiscal 2004 increased 18% to $387.0 million, or $.82 per diluted share, compared to net income for the first half of fiscal 2003 of $327.8 million, or $.70 per diluted share.

In addition to reporting second quarter fiscal year 2004 operating results, the Company today reported net sales of $3.49 billion for the 4-week retail reporting month of February, the four weeks ended February 29, 2004, an increase of 14% from $3.07 billion in the same four-week period of the prior fiscal year.

For the 6-month retail reporting period of September through February, the twenty-six weeks ended February 29, 2004, which includes the first two weeks of the Company’s fiscal third quarter, the Company reported net sales of $23.41 billion, an increase of 14% from $20.45 billion during the comparable period of the prior fiscal year.

Comparable sales for the 4-week retail-reporting month of February and the 26-week retail-reporting period of September through February are as follows:

	4 Weeks		26 Weeks
US	9	%	9	%
International	21	%	21	%
Total Company	11	%	11	%

Comparable sales for the fiscal second quarter (12 weeks) and fiscal first half (24 weeks) of fiscal 2004, both ended February 15, 2004, are as follows:

	12 Weeks		24 Weeks
US	10	%	9	%
International	20	%	21	%
Total Company	11	%	11	%

Current year sales results in all of the above comparisons were positively impacted by stronger foreign currencies and, since October 12, 2003, the Southern California grocery strike.

Costco currently operates 431 warehouses, including 318 in the United States, 63 in Canada, 15 in the United Kingdom, five in Korea, three in Taiwan, four in Japan and 23 in Mexico. The Company also operates Costco Online, an electronic commerce web site, at www.costco.com. The Company plans to open seven to eight additional new warehouses (including the relocation of one warehouse to a larger and better-located facility) prior to the end of its fiscal year ending August 29, 2004.

A conference call to discuss these second quarter results is scheduled for 8:00 a.m. (PST) today (March 3^rd), and is available via a webcast on www.costco.com (go to Customer Service, Investor Relations, Financial Releases and click on the “Live Webcast” icon).

CONTACTS:	Costco Wholesale Corporation
	Richard Galanti, 425/313-8203
	Bob Nelson, 425/313-8255
	Jeff Elliott, 425/313-8264

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

(unaudited)

	12 Weeks Ended						24 Weeks Ended
	February 15, 2004			February 16, 2003			February 15, 2004			February 16, 2003
REVENUE
Net sales	$	11,330,214		$	9,920,324		$	21,640,036		$	18,930,895
Membership fees and other		218,760			193,843			430,416			381,857
Total revenue		11,548,974			10,114,167			22,070,452			19,312,752
OPERATING EXPENSES
Merchandise costs		10,101,977			8,840,411			19,322,099			16,889,308
Selling, general and administrative		1,084,605			967,051			2,117,018			1,855,830
Preopening expenses		4,216			7,145			14,341			25,262
Provision for impaired assets and closing costs		3,000			4,500			7,000			9,500
Operating income		355,176			295,060			609,994			532,852
OTHER INCOME (EXPENSE)
Interest expense		(8,261	)		(8,003	)		(16,736	)		(16,471	)
Interest income and other		13,072			8,983			20,975			16,617
INCOME BEFORE INCOME TAXES		359,987			296,040			614,233			532,998
Provision for income taxes		133,195			113,975			227,266			205,204
NET INCOME	$	226,792		$	182,065		$	386,967		$	327,794
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE:
Basic	$	0.49		$	0.40		$	0.85		$	0.72
Diluted	$	0.48		$	0.39		$	0.82		$	0.70
Shares used in calculation (000’s)
Basic		458,228			455,927			457,929			455,748
Diluted		481,537			478,564			480,885			478,742