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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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�10, 2014

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COSTCO WHOLESALE CORPORATION

(Exact name of registrant as specified in its charter)

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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

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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):

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	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�10, 2014, the Company issued a press release containing its operating results for the first quarter (twelve weeks) of fiscal 2015, ended November�23, 2014. 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:

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99.1.	��	Press release dated December�10, 2014.

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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 10, 2014.

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Exhibit 99.1

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News from	��		��

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COSTCO WHOLESALE CORPORATION REPORTS FIRST QUARTER

FISCAL YEAR 2015 OPERATING RESULTS

ISSAQUAH, Wash., December�10, 2014 - Costco Wholesale Corporation (�Costco� or the �Company�) (Nasdaq: COST) announced today its operating results for the first quarter (twelve weeks) of fiscal 2015, ended November�23, 2014.

Net sales for the quarter increased seven percent, to $26.28 billion from $24.47 billion during the first quarter last year. Comparable sales for the first quarter of fiscal 2015 were as follows:

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�	��	12�Weeks		�
U.S.	��	�	6	%�
International	��	�	1	%�
Total Company	��	�	5	%�
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Comparable sales for the twelve-week period, excluding negative impacts from gasoline price deflation and foreign exchange, were as follows:

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�	��	12�Weeks		�
U.S.	��	�	7	%�
International	��	�	7	%�
Total Company	��	�	7	%�
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Net income for the quarter was $496 million, or $1.12 per diluted share, compared to $425 million, or $0.96 per diluted share, last year.

Costco currently operates 671 warehouses, including 474 in the United States and Puerto Rico, 88 in Canada, 34 in Mexico, 26 in the United Kingdom, 20 in Japan, 11 in Korea, 10 in Taiwan, seven in Australia and one in Spain. Costco also operates electronic commerce web sites in the U.S., Canada, the United Kingdom and Mexico.

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A conference call to discuss these fiscal 2015 first quarter operating results is scheduled for 8:00 a.m. (PT) today, December�10, 2014, 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, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, amounts expected to be spent on expansion plans, 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

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COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data)

(unaudited)

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�	��	12 Weeks Ended						�
�	��	November�23, 2014		�	�	November�24, 2013		�
REVENUE	��				�
Net sales	��	$	26,284	��	�	$	24,468	��
Membership fees	��	�	582	��	�	�	549	��
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Total revenue	��	�	26,866	��	�	�	25,017	��
OPERATING EXPENSES	��				�
Merchandise costs	��	�	23,385	��	�	�	21,824	��
Selling, general and administrative	��	�	2,696	��	�	�	2,501	��
Preopening expenses	��	�	15	��	�	�	24	��
	��	�	�	�	�	�	�	�
Operating income	��	�	770	��	�	�	668	��
OTHER INCOME (EXPENSE)	��				�
Interest expense	��	�	(26	)�	�	�	(27	)�
Interest income and other, net	��	�	35	��	�	�	18	��
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INCOME BEFORE INCOME TAXES	��	�	779	��	�	�	659	��
Provision for income taxes	��	�	274	��	�	�	228	��
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Net income including noncontrolling interests	��	�	505	��	�	�	431	��
Net income attributable to noncontrolling interests	��	�	(9	)�	�	�	(6	)�
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NET INCOME ATTRIBUTABLE TO COSTCO	��	$	496	��	�	$	425	��
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NET INCOME PER COMMON SHARE ATTRIBUTABLE TO COSTCO:	��				�
Basic	��	$	1.13	��	�	$	0.97	��
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Diluted	��	$	1.12	��	�	$	0.96	��
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Shares used in calculation (000�s)	��				�
Basic	��	�	438,760	��	�	�	437,970	��
Diluted	��	�	442,210	��	�	�	442,420	��
CASH DIVIDENDS DECLARED PER COMMON SHARE	��	$	0.355	��	�	$	0.31	��

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COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

(unaudited)

Subject to Reclassifications

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�	��	November�23, 2014		�	��	August�31, 2014		�
ASSETS	��				��
Cash and cash equivalents	��	$	5,969	��	��	$	5,738	��
Short-term investments	��	�	1,650	��	��	�	1,577	��
Receivables, net	��	�	1,248	��	��	�	1,148	��
Merchandise inventories	��	�	9,644	��	��	�	8,456	��
Deferred income taxes and other current assets	��	�	645	��	��	�	669	��
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Total current assets	��	�	19,156	��	��	�	17,588	��
Property and equipment, net	��	�	14,798	��	��	�	14,830	��
Other assets	��	�	659	��	��	�	606	��
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TOTAL ASSETS	��	$	34,613	��	��	$	33,024	��
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LIABILITIES AND EQUITY	��				��
Accounts payable	��	$	9,783	��	��	$	8,491	��
Accrued salaries and benefits	��	�	2,224	��	��	�	2,231	��
Deferred membership fees	��	�	1,305	��	��	�	1,254	��
Other current liabilities	��	�	2,707	��	��	�	2,436	��
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Total current liabilities	��	�	16,019	��	��	�	14,412	��
Long-term debt, excluding current portion	��	�	5,034	��	��	�	5,093	��
Deferred income taxes and other liabilities	��	�	990	��	��	�	1,004	��
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Total liabilities	��	�	22,043	��	��	�	20,509	��
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Total Costco stockholders� equity	��	�	12,359	��	��	�	12,303	��
Noncontrolling interests	��	�	211	��	��	�	212	��
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Total equity	��	�	12,570	��	��	�	12,515	��
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TOTAL LIABILITIES AND EQUITY	��	$	34,613	��	��	$	33,024	��
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