Free Writing Prospectus

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. 333-140651

Relating to Prospectus Filed Pursuant to Rule 424(b)(5)



5-Year Tranche


10-Year Tranche


   Costco Wholesale Corporation    Costco Wholesale Corporation


   $900,000,000    $1,100,000,000


   5.300%    5.500%

Trade Date

   February 13th, 2007    February 13th, 2007


   February 20th, 2007 (T+4)    February 20th, 2007 (T+4)


   March 15th, 2012    March 15th, 2017

Coupon Payments


March 15th and September 15th,

commencing September 15th, 2007


March 15th and September 15th,

commencing September 15th, 2007

Price to Investors

   Variable, initially at 99.942%    Variable, initially at 99.841%

Proceeds to Company

   99.723%, $897,507,000    99.460%, $1,094,060,000

Accrued Interest

   Flat    Flat

Redemption Provision


Callable at any time at a make-whole

price of comparable maturity U.S.

Treasury + 10 bps


Callable at any time at a make-whole

price of comparable maturity U.S.

Treasury + 15 bps

Change of Control


Upon the occurrence of a Change of Control Triggering Event, we will be

required to make an offer to purchase the notes at a price equal to 101% of

their principal amount plus accrued and unpaid interest to the date of repurchase.


   JPMorgan    JPMorgan

Use of Proceeds


We intend to use up to $300,000,000 of the net proceeds of this offering to

repay at maturity our 5.50% Senior Notes due March 15, 2007, and the

balance of the net proceeds for general corporate purposes, including to

purchase common stock pursuant to our existing share repurchase

authorization, subject to market conditions.

Covenant Change


On page S-8 of the preliminary Prospectus Supplement, the definition of

Below Investment Grade Rating Event was amended to include the following

language: “(which 60-day period shall be extended so long as the rating of the

senior notes is under publicly announced consideration for possible

downgrade by any of the Rating Agencies.)”

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement (Commission File No. 333-140651) and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.