Costco Wholesale Corporation Announces Debt Offering

ISSAQUAH, Wash., May 09, 2017 -- Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq:COST) today announced the pricing of its offering of $3.8 billion aggregate principal amount of senior unsecured notes. The notes consist of the following tranches:

• $1.0 billion principal amount of 2.15% notes due May 18, 2021
   
• $800.0 million principal amount of 2.30% notes due May 18, 2022
   
• $1.0 billion principal amount of 2.75% notes due May 18, 2024
   
• $1.0 billion principal amount of 3.00% notes due May 18, 2027

Costco intends to use the net proceeds from the offering and existing cash to pay the previously announced special cash dividend of approximately $3.1 billion or $7.00 per share and to repay at or prior to maturity all of its 1.125% Senior Notes due December 15, 2017 in an aggregate principal amount of $1.1 billion with associated prepayment costs. The special dividend is payable on May 26, 2017, to shareholders of record at the close of business on May 10, 2017. The offering is expected to close on May 18, 2017, subject to customary closing conditions.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any debt securities of Costco, nor shall there be any sale of debt securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The debt offering will be made only by means of a prospectus supplement and accompanying base prospectus forming part of an effective shelf registration statement. Copies of the prospectus supplement and accompanying base prospectus may be obtained, when available, from:  Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: (800) 831-9146, [email protected]; and Guggenheim Securities, LLC, 330 Madison Ave., New York, NY 10017, Telephone: (212) 739-0700, [email protected].

Costco currently operates 729 warehouses, including 508 in the United States and Puerto Rico, 95 in Canada, 37 in Mexico, 28 in the United Kingdom, 25 in Japan, 13 in Korea, 13 in Taiwan, eight in Australia and two in Spain.  Costco also operates electronic commerce web sites in the U.S., Canada, the United Kingdom, Mexico, Korea and Taiwan.

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, satisfaction of the closing conditions required for consummation of the offering, 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, capital spending, actions of vendors, rising costs associated with employees (generally including health care costs), energy and certain commodities, geopolitical conditions, and other risks identified in the prospectus supplement and accompanying base prospectus covering the offering and from time to time in the Company’s other public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements, except as required by law.

CONTACTS:
Costco Wholesale Corporation
Richard Galanti, 425/313-8203, Bob Nelson, 425/313-8255, David Sherwood, 425/313-8239