8-K

UNITED STATES

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) May 28, 2009

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 28, 2009, the Company issued a press release containing its operating results for the third quarter (12 weeks) and first thirty-six weeks of fiscal 2009, ended May 10, 2009. A copy of the press release is included in Item 9.01.

Item 9.01. Financial Statements and Exhibits

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

99.1. Press release dated May 28, 2009.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, on May 28, 2009.

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

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EX-99.1

Exhibit 99.1

News from

COSTCO WHOLESALE CORPORATION REPORTS THIRD QUARTER AND

YEAR-TO-DATE OPERATING RESULTS FOR FISCAL 2009

ISSAQUAH, Wash., May 28, 2009 — Costco Wholesale Corporation (Nasdaq: COST) announced today its operating results for the third quarter (12 weeks) and first thirty-six weeks of fiscal 2009, ended May 10, 2009.

Net sales for the third quarter of fiscal 2009 declined five percent, to $15.48 billion, from $16.26 billion during the third quarter of fiscal 2008. Net sales for the first thirty-six weeks of fiscal 2009 declined one percent, to $48.00 billion, from $48.35 billion during the first thirty-six weeks of fiscal 2008.

Comparable sales for the fiscal third quarter and first thirty-six weeks of fiscal 2009 were as follows:

	12 Weeks		36 Weeks
U.S.	-5	%	-1	%
International	-12	%	-10	%
Total	-7	%	-3	%

Comparable sales for the 12-week and 36-week periods, excluding the negative impacts from gasoline deflation and foreign exchange (primarily in Canada, the United Kingdom and Korea), were as follows:

	12 Weeks		36 Weeks
U.S. (w/o gas deflation)	0	%	+2	%
International (w/o Fx)	+8	%	+8	%
Total	+2	%	+4	%

Net income for the third quarter of fiscal 2009 was $209.6 million, or $.48 per diluted share, compared to $295.1 million, or $.67 per diluted share, during the third quarter of fiscal 2008. Net income for the first thirty-six weeks of fiscal 2009 was $711.8 million, or $1.62 per diluted share, compared to net income for the first thirty-six weeks of fiscal 2008 of $884.9 million, or $1.99 per diluted share.

Richard Galanti, Chief Financial Officer of Costco, stated that “third quarter 2009 earnings results were negatively impacted by several factors, including: a pretax charge of $34 million (mostly non-cash) related to a litigation settlement concerning our membership renewal policy; higher employee benefits costs, mainly consisting of higher health care usage; lower international profits, a result of the significant strengthening of the U.S. dollar when compared to the currencies of Canada, the United Kingdom, Korea and Mexico; and lastly, ongoing weakness in sales, particularly sales of higher-ticket, discretionary items.”

Costco currently operates 555 warehouses, including 407 in the United States and Puerto Rico, 77 in Canada, 21 in the United Kingdom, six in Korea, five in Taiwan, eight in Japan and 31 in Mexico. The Company also operates Costco Online, an electronic commerce web site, at www.costco.com and at www.costco.ca in Canada. The Company plans to open an additional six new warehouses prior to the end of its 2009 fiscal year on August 30, 2009.

A conference call to discuss these third quarter operating results is scheduled for 8:00 a.m. (PT) today, May 28, 2009, and is available via a webcast on www.costco.com (click on Investor Relations and “Webcasts”).

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to,

domestic and international economic conditions including exchange rates, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, conditions affecting the acquisition, development, ownership or use of real estate, actions of vendors, rising costs associated with employees (including health care and workers’ compensation costs), rising costs associated with the acquisition of merchandise (including the direct and indirect effects of the rising cost of petroleum-based products and fuel and energy costs), geopolitical conditions and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission.

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						36 Weeks Ended
	May 10, 2009			May 11, 2008			May 10, 2009			May 11, 2008
REVENUE
Net sales	$	15,477,445		$	16,262,793		$	48,001,528		$	48,351,255
Membership fees		328,448			350,924			1,042,796			1,031,878
Total revenue		15,805,893			16,613,717			49,044,324			49,383,133
OPERATING EXPENSES
Merchandise costs		13,775,988			14,548,022			42,822,761			43,204,722
Selling, general and administrative		1,654,943			1,582,488			4,998,447			4,767,613
Preopening expenses		9,280			8,427			29,392			39,618
Provision for impaired assets and closing costs, net		6,562			9,205			14,514			6,419
Operating income		359,120			465,575			1,179,210			1,364,761
OTHER INCOME (EXPENSE)
Interest expense		(25,168	)		(24,140	)		(74,954	)		(70,579	)
Interest income and other		4,156			23,888			30,174			97,769
INCOME BEFORE INCOME TAXES		338,108			465,323			1,134,430			1,391,951
Provision for income taxes		128,516			170,257			422,598			507,054
NET INCOME	$	209,592		$	295,066		$	711,832		$	884,897
NET INCOME PER COMMON SHARE:
Basic	$	0.48		$	0.68		$	1.64		$	2.04
Diluted	$	0.48		$	0.67		$	1.62		$	1.99
Shares used in calculation (000’s)
Basic		434,354			433,678			433,426			434,515
Diluted		439,997			443,281			439,995			444,379
Dividends per share	$	0.18		$	0.16		$	0.50		$	0.45