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 27, 2010

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 27, 2010, the Company issued a press release containing its operating results for the third quarter (twelve weeks) and first thirty-six weeks of fiscal 2010. A copy of the press release is included in Item 9.01.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is included in this report:

99.1. Press release dated May 27, 2010.

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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 27, 2010.

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

COSTCO WHOLESALE CORPORATION REPORTS THIRD QUARTER AND YEAR-TO-DATE OPERATING RESULTS FOR FISCAL YEAR 2010

ISSAQUAH, Wash., May 27, 2010 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) announced today its operating results for the third quarter (twelve weeks) and first thirty-six weeks of fiscal 2010. Net sales for the third quarter of fiscal 2010 increased twelve percent, to $17.39 billion, from $15.48 billion during the third quarter of fiscal 2009. Net sales for the first thirty-six weeks of fiscal 2010 increased ten percent, to $52.66 billion, from $48.00 billion during the first thirty-six weeks of fiscal 2009.

Comparable sales for the third quarter (12 weeks) and the first thirty-six weeks of fiscal 2010 were as follows:

	12 Weeks		36 Weeks
U.S.	6	%	4	%
International	26	%	21	%
Total	10	%	7	%

Comparable sales for the 12-week and 36-week periods, excluding the positive impacts from gasoline inflation and the strengthening of foreign currencies (primarily in Canada, the United Kingdom and Korea), were as follows:

	12 Weeks		36 Weeks
U.S.	3	%	2	%
International	8	%	9	%
Total	4	%	3	%

Net income for the third quarter of fiscal 2010 was $306 million, or $.68 per diluted share, compared to $210 million, or $.48 per diluted share, during the third quarter of fiscal 2009. Net income for the first thirty-six weeks of fiscal 2010 was $871 million, or $1.95 per diluted share, compared to net income for the first thirty-six weeks of fiscal 2009 of $712 million or $1.62 per diluted share.

Third quarter results this year were positively affected by a partial reversal in the amount of $14 million (pre-tax) of a charge related to a Canadian tax liability, previously taken in the second quarter of fiscal 2007. Third quarter results last year were negatively impacted by a pretax charge of $34 million (pre-tax and mostly non-cash) related to a litigation settlement concerning our membership renewal policy.

Costco currently operates 568 warehouses, including 414 in the United States and Puerto Rico, 78 in Canada, 21 in the United Kingdom, seven in Korea, six in Taiwan, nine in Japan, one in Australia and 32 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 up to five new warehouses prior to the end of its 2010 fiscal year on August 29, 2010.

A conference call to discuss these third quarter operating results is scheduled for 8:00 a.m. (PT) today, May 27, 2010, and is available via a webcast on www.costco.com (click on Investor Relations and “Play Webcast”).

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 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 millions, except per share data)

(unaudited)

	12 Weeks Ended						36 Weeks Ended
	May 9, 2010			May 10, 2009			May 9, 2010			May 10, 2009
REVENUE
Net sales	$	17,385		$	15,477		$	52,663		$	48,001
Membership fees		395			329			1,158			1,043
Total revenue		17,780			15,806			53,821			49,044
OPERATING EXPENSES
Merchandise costs		15,494			13,776			46,971			42,823
Selling, general and administrative		1,789			1,655			5,439			4,998
Preopening expenses		3			9			17			29
Provision for impaired assets and closing costs, net		3			7			5			15
Operating income		491			359			1,389			1,179
OTHER INCOME (EXPENSE)
Interest expense		(27	)		(25	)		(77	)		(75	)
Interest income and other, net		10			6			58			39
INCOME BEFORE INCOME TAXES		474			340			1,370			1,143
Provision for income taxes		163			128			484			422
Net income including noncontrolling interests		311			212			886			721
Net income attributable to noncontrolling interests		(5	)		(2	)		(15	)		(9	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	306		$	210		$	871		$	712
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	0.69		$	0.48		$	1.98		$	1.64
Diluted	$	0.68		$	0.48		$	1.95		$	1.62
Shares used in calculation (000’s)
Basic		440,973			434,354			439,306			433,426
Diluted		448,391			439,997			446,709			439,995
Dividends per share	$	0.205		$	0.180		$	0.565		$	0.500

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

(unaudited)

Subject to Reclassifications

	May 9, 2010		August 30, 2009
ASSETS
Cash and cash equivalents	$	4,413	$	3,157
Short-term investments		854		570
Receivables, net		818		834
Merchandise inventories		5,546		5,405
Deferred income taxes and other current assets		426		371
Total current assets		12,057		10,337
Property and equipment, net		11,058		10,900
Other assets		784		742
TOTAL ASSETS	$	23,899	$	21,979
LIABILITIES AND EQUITY
Accounts payable	$	5,975	$	5,450
Short-term borrowings and current portion of long-term debt		30		96
Other current liabilities		4,184		3,735
Total current liabilities		10,189		9,281
Long-term debt, excluding current portion		2,132		2,130
Deferred income taxes and other liabilities		606		464
Total liabilities		12,927		11,875
Total Costco stockholders’ equity		10,874		10,024
Noncontrolling interests		98		80
Total equity		10,972		10,104
TOTAL LIABILITIES AND EQUITY	$	23,899	$	21,979