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): April 26, 2011

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 8.01. Other Events

On April 26, 2011, the Board of Directors of the registrant approved a common stock repurchase program of up to $4 billion. This program will expire in April 2015 and replaces the existing program, which has unused authorization of approximately $800 million, which was to expire in July 2011.

The Board of Directors also declared a quarterly cash dividend on Costco Wholesale Corp. common stock and approved a quarterly increase from $.205 to $.24. The dividend of $.24 per share declared on April 26, 2011, is payable May 27, 2011 to shareholders of record at the close of business on May 1, 2011.

Item 9.01. Financial Statements and Exhibits

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

99.1. Press release dated April 26, 2011.

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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 April 26, 2011.

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 ANNOUNCES EXPANSION OF ITS STOCK REPURCHASE PROGRAM AND AN INCREASE IN ITS QUARTERLY CASH DIVIDEND

ISSAQUAH, Wash., April 26, 2011 – Costco Wholesale Corporation (“Costco” or the “Company”) (NASDAQ: COST) today announced that its Board of Directors has approved a common stock repurchase program of up to $4 billion. This program will expire in April 2015 and replaces the existing program, which has unused authorization of approximately $800 million, which will expire in July 2011. The Board of Directors also declared a quarterly cash dividend on Costco common stock and approved a quarterly increase from $.205 to $.24 per share, or $.96 per share on an annualized basis. The dividend is payable May 27, 2011, to shareholders of record at the close of business on May 13, 2011.

Costco currently operates 581 warehouses, including 425 in the United States and Puerto Rico, 80 in Canada, 22 in the United Kingdom, seven in Korea, six in Taiwan, eight 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 twelve additional new warehouses (including the relocation of a warehouse to a larger and better-located facility and the reopening of San Marcos, CA – previously closed for an onsite relocation) prior to the end of its 2011 fiscal year on August 28, 2011.

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), energy, and certain commodities, 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

Issaquah Home Office • 999 Lake Drive • Issaquah, WA 98027-5367 • (425) 313-8100