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, 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))

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Item 2.02. Results of Operations and Financial Condition

On December 8, 2011, the Company issued a press release containing its operating results for the first quarter (twelve weeks) of fiscal 2012, ended November 20, 2011. 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, 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 December 8, 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 REPORTS FIRST QUARTER

FISCAL YEAR 2012 OPERATING RESULTS

ISSAQUAH, Wash., December 8, 2011—Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) announced today its operating results for the first quarter (twelve weeks) of fiscal 2012, ended November 20, 2011.

Net sales for the quarter increased thirteen percent to $21.18 billion from $18.82 billion during the first quarter of fiscal 2011. Comparable sales for the first quarter of fiscal 2012 were as follows:

	12 Weeks
U.S.		10	%
International		11	%
Total Company		10	%

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.		6	%
International		10	%
Total Company		7	%

Net income for the quarter was $320 million, or $.73 per diluted share, compared to $312 million, or $.71 per diluted share, for the first quarter of fiscal 2011. First quarter results were negatively impacted by a $24 million charge relating to the settlement of an income tax audit of the Company’s 50% owned Mexico joint venture. The impact on net income attributable to Costco was $12 million, or $.03 per diluted share. Also negatively impacting this year’s results was a $17 million charge, or $.04 per diluted share, for contributions to the Yes on 1183 Coalition in support of an initiative reforming alcoholic beverage laws in Washington State. (The initiative was approved by a 59% to 41% margin.) These contributions were not tax deductible under U.S. tax laws.

Costco currently operates 596 warehouses, including 433 in the United States and Puerto Rico, 82 in Canada, 32 in Mexico, 22 in the United Kingdom, nine in Japan, eight in Taiwan, seven in Korea and three in Australia. 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 two additional warehouses in Japan prior to the end of calendar year 2011.

A conference call to discuss these fiscal 2012 first quarter results is scheduled for 8:00 a.m. (PT) today, December 8, 2011, and is available via a webcast on www.costco.com (click on Investor Relations and “Play Webcast”).

News from

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

News from

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

	12 Weeks Ended
	November 20, 2011			November 21, 2010
REVENUE
Net sales	$	21,181		$	18,823
Membership fees		447			416
Total revenue		21,628			19,239
OPERATING EXPENSES
Merchandise costs		18,931			16,757
Selling, general and administrative		2,145			1,941
Preopening expenses		10			12
Provision for impaired assets and closing costs, net		(1	)		4
Operating income		543			525
OTHER INCOME (EXPENSE)
Interest expense		(27	)		(26	)
Interest income and other, net		37			5
INCOME BEFORE INCOME TAXES		553			504
Provision for income taxes		225			172
Net income including noncontrolling interests		328			332
Net income attributable to noncontrolling interests		(8	)		(20	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	320		$	312
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	0.74		$	0.72
Diluted	$	0.73		$	0.71
Shares used in calculation (000’s)
Basic		434,222			434,099
Diluted		440,615			441,360
Dividends per share	$	0.240		$	0.205

News from

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

(unaudited)

Subject to Reclassifications

	November 20, 2011		August 28, 2011
ASSETS
Cash and cash equivalents	$	4,319	$	4,009
Short-term investments		1,596		1,604
Receivables, net		982		965
Merchandise inventories		7,618		6,638
Deferred income taxes and other current assets		478		490
Total current assets		14,993		13,706
Property and equipment, net		12,381		12,432
Other assets		630		623
TOTAL ASSETS	$	28,004	$	26,761
LIABILITIES AND EQUITY
Short-term borrowings and current portion of long-term debt	$	934	$	900
Accounts payable		7,576		6,544
Other current liabilities		4,801		4,606
Total current liabilities		13,311		12,050
Long-term debt, excluding current portion		1,330		1,253
Deferred income taxes and other liabilities		916		885
Total liabilities		15,557		14,188
Total Costco stockholders’ equity		11,909		12,002
Noncontrolling interests		538		571
Total equity		12,447		12,573
TOTAL LIABILITIES AND EQUITY	$	28,004	$	26,761