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): February 29, 2012

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 February 29, 2012, the Company issued a press release containing its operating results for the second quarter (twelve weeks) and first half (24 weeks) of fiscal 2012, ended February 12, 2012, and its sales results for the four weeks ended February 26, 2012. 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 February 29, 2012.

2

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 February 29, 2012.

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

3

EX-99.1

Exhibit 99.1

News from

COSTCO WHOLESALE CORPORATION REPORTS SECOND QUARTER AND YEAR-TO-DATE OPERATING RESULTS FOR FISCAL YEAR 2012, AND FEBRUARY SALES RESULTS

ISSAQUAH, Wash., February 29, 2012 – Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) announced today its operating results for the second quarter (twelve weeks) and first half (24 weeks) of fiscal 2012, ended February 12, 2012, and its sales results for the four weeks ended February 26, 2012.

Net sales for the quarter increased ten percent, to $22.51 billion, from $20.45 billion last year. Net sales for the first half increased eleven percent, to $43.69 billion, from $39.27 billion last year.

Comparable sales were as follows:

	12 Weeks			24 Weeks
U.S.		8	%		9	%
International		8	%		9	%
Total		8	%		9	%

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

	12 Weeks			24 Weeks
U.S.		7	%		7	%
International		10	%		10	%
Total		7	%		7	%

Net income for the quarter was $394 million, or $.90 per diluted share, compared to $348 million, or $.79 per diluted share, last year. Net income for the first half was $714 million, or $1.62 per diluted share, compared to $660 million, or $1.49 per diluted share, last year.

The Company today also reported net sales of $7.04 billion for the four weeks ended February 26, 2012, an increase of ten percent from $6.38 billion in the same four-week period of the prior fiscal year. For the six-month retail reporting period of September through February, the twenty-six weeks ended February 26, 2012, which includes the first two weeks of the Company’s fiscal third quarter, the Company reported net sales of $47.22 billion, an increase of eleven percent from $42.46 billion during the comparable period of the prior fiscal year.

News from

Comparable sales for the 4-week retail-reporting month of February and the 26-week retail-reporting period of September through February were as follows:

	4 Weeks			26 Weeks
U.S.		8	%		9	%
International		8	%		9	%
Total		8	%		9	%

Inflation in gasoline prices had a positive impact on comparable sales, particularly for the twenty-six week period; foreign currencies had a negative impact for both periods. Excluding these effects, comparable sales were as follows:

	4 Weeks			26 Weeks
U.S.		7	%		7	%
International		9	%		10	%
Total		7	%		7	%

Costco currently operates 600 warehouses, including 433 in the United States and Puerto Rico, 82 in Canada, 32 in Mexico, 22 in the United Kingdom, 13 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 up to an additional ten new warehouses (including the relocation of a warehouse to a larger and better-located facility) prior to the end of its fifty-three-week fiscal year on September 2, 2012.

A conference call to discuss these second quarter operating results and February sales is scheduled for 8:00 a.m. (PT) today, February 29, 2012, 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, and consumer and small business spending patterns and debt levels, conditions affecting the acquisition, development, ownership or use of real estate, actions of suppliers, 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						24 Weeks Ended
	February 12, 2012			February 13, 2011			February 12, 2012			February 13, 2011
REVENUE
Net sales	$	22,508		$	20,449		$	43,689		$	39,272
Membership fees		459			426			906			842
Total revenue		22,967			20,875			44,595			40,114
OPERATING EXPENSES
Merchandise costs		20,139			18,235			39,070			34,992
Selling, general and administrative		2,176			2,038			4,321			3,979
Preopening expenses		6			4			16			16
Provision for impaired assets and closing costs, net		2			2			1			6
Operating income		644			596			1,187			1,121
OTHER INCOME (EXPENSE)
Interest expense		(27	)		(27	)		(54	)		(53	)
Interest income and other, net		10			4			47			9
INCOME BEFORE INCOME TAXES		627			573			1,180			1,077
Provision for income taxes		215			204			440			376
Net income including noncontrolling interests		412			369			740			701
Net income attributable to noncontrolling interests		(18	)		(21	)		(26	)		(41	)
NET INCOME ATTRIBUTABLE TO COSTCO	$	394		$	348		$	714		$	660
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:
Basic	$	0.91		$	0.80		$	1.64		$	1.52
Diluted	$	0.90		$	0.79		$	1.62		$	1.49
Shares used in calculation (000’s)
Basic		434,535			436,682			434,374			435,385
Diluted		439,468			443,186			440,036			442,283
Cash dividends declared per share	$	0.240		$	0.205		$	0.480		$	0.410

News from

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

(unaudited)

Subject to Reclassifications

	February 12, 2012		August 28, 2011
ASSETS
Cash and cash equivalents	$	4,389	$	4,009
Short-term investments		1,396		1,604
Receivables, net		1,092		965
Merchandise inventories		6,934		6,638
Deferred income taxes and other current assets		549		490
Total current assets		14,360		13,706
Property and equipment, net		12,519		12,432
Other assets		632		623
TOTAL ASSETS	$	27,511	$	26,761
LIABILITIES AND EQUITY
Current portion of long-term debt	$	900	$	900
Accounts payable		6,334		6,544
Other current liabilities		5,175		4,606
Total current liabilities		12,409		12,050
Long-term debt, excluding current portion		1,380		1,253
Deferred income taxes and other liabilities		903		885
Total liabilities		14,692		14,188
Total Costco stockholders’ equity		12,232		12,002
Noncontrolling interests		587		571
Total equity		12,819		12,573
TOTAL LIABILITIES AND EQUITY	$	27,511	$	26,761