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): December 8, 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 December 8, 2010, the Company issued a press release containing its operating results for the first quarter (twelve weeks) of fiscal 2011, ended November 21, 2010. 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 December 8, 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 December 8, 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 FIRST QUARTER

FISCAL YEAR 2011 OPERATING RESULTS

ISSAQUAH, Wash., December 8, 2010 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) announced today its operating results for the first quarter (twelve weeks) of fiscal 2011, ended November 21, 2010.

Net sales for the quarter increased eleven percent to $18.82 billion from $16.92 billion during the first quarter of fiscal 2010. This year’s first quarter included sales from the Company’s 50% owned Mexico joint venture, as the Company began consolidating its Mexico operations on a prospective basis beginning with its 2011 fiscal year (on August 30, 2010) due to the adoption of a new accounting standard, as previously disclosed; without those sales the increase would have been eight percent.

Comparable sales for the first quarter of fiscal 2011, including Mexico operations for both this year and last year, were as follows:

	12 Weeks
U.S.		5	%
International		14	%
Total Company		7	%

Inflation in gasoline prices and strengthening foreign currencies had a positive impact on comparable sales. Excluding these effects, comparable sales for the twelve-week period were as follows:

	12 Weeks
U.S.		4	%
International		10	%
Total Company		5	%

Net income for the quarter was $312 million, or $.71 per diluted share, compared to $266 million, or $.60 per diluted share, during the first quarter of fiscal 2010. Mexico’s results for the prior year were accounted for under the equity method and Costco’s 50% share was included in interest income and other. In the current year the joint venture results are fully consolidated and the joint venture partner’s 50% share is reported as net income attributable to noncontrolling interests. The consolidation of the Mexico joint venture had no impact on net income or earnings per share attributable to Costco.

Costco currently operates 582 warehouses, including 425 in the United States and Puerto Rico, 80 in Canada, 22 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.

A conference call to discuss these fiscal 2011 first quarter results is scheduled for 8:00 a.m. (PT) today, December 8, 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
	November 21, 2010			November 22, 2009
REVENUE
Net sales	$	18,823		$	16,922
Membership fees		416			377
Total revenue		19,239			17,299
OPERATING EXPENSES
Merchandise costs		16,757			15,081
Selling, general and administrative		1,941			1,777
Preopening expenses		12			11
Provision for impaired assets and closing costs, net		4			2
Operating income		525			428
OTHER INCOME (EXPENSE)
Interest expense		(26	)		(24	)
Interest income and other, net		5			18
INCOME BEFORE INCOME TAXES		504			422
Provision for income taxes		172			152
Net income including noncontrolling interests		332			270
Net income attributable to noncontrolling interests		(20	)		(4	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	312		$	266
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	0.72		$	0.61
Diluted	$	0.71		$	0.60
Shares used in calculation (000’s)
Basic		434,099			437,173
Diluted		441,360			444,849
Dividends per share	$	0.205		$	0.180

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

(unaudited)

Subject to Reclassifications

	November 21, 2010		August 29, 2010
ASSETS
Cash and cash equivalents	$	3,739	$	3,214
Short-term investments		1,545		1,535
Receivables, net		985		884
Merchandise inventories		6,852		5,638
Deferred income taxes and other current assets		437		437
Total current assets		13,558		11,708
Property and equipment, net		12,019		11,314
Other assets		466		793
TOTAL ASSETS	$	26,043	$	23,815
LIABILITIES AND EQUITY
Accounts payable	$	7,205	$	5,947
Short-term borrowings and current portion of long-term debt		24		26
Other current liabilities		4,273		4,090
Total current liabilities		11,502		10,063
Long-term debt, excluding current portion		2,143		2,141
Deferred income taxes and other liabilities		691		681
Total liabilities		14,336		12,885
Total Costco stockholders’ equity		11,199		10,829
Noncontrolling interests		508		101
Total equity		11,707		10,930
TOTAL LIABILITIES AND EQUITY	$	26,043	$	23,815