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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended February 16, 2003

OR

Commission file number 0-20355

Costco Wholesale Corporation

(Exact name of registrant as specified in its charter)

999 Lake Drive, Issaquah, WA 98027

(Address of principal executive office) (Zip Code)

(Registrant’s telephone number, including area code): (425) 313-8100

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  x    NO  ¨

The registrant had 456,142,424 common shares, par value $.005, outstanding at March 7, 2003.

Table of Contents

COSTCO WHOLESALE CORPORATION

INDEX TO FORM 10-Q

PART I—FINANCIAL INFORMATION

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Costco Wholesale Corporation’s (“Costco” or the “Company”) unaudited condensed consolidated balance sheet as of February 16, 2003, the condensed consolidated balance sheet as of September 1, 2002, the unaudited condensed consolidated statements of income for the 12-week and 24-week periods ended February 16, 2003 and February 17, 2002 and the condensed consolidated statements of cash flows for the 24-week periods ended February 16, 2003 and February 17, 2002 are included elsewhere herein. Also included elsewhere herein are notes to the unaudited condensed consolidated financial statements and the results of the limited review of the unaudited financial statements as of February 16, 2003, and for the 24-week periods ended February 16, 2003 and February 17, 2002, performed by KPMG LLP, independent public accountants.

The Company reports on a 52/53-week fiscal year, consisting of 13 four-week periods and ending on the Sunday nearest the end of August. Fiscal 2003 is a 52-week year with period 13 ending on August 31, 2003, with the first, second and third quarters consisting of 12 weeks each and the fourth quarter consisting of 16 weeks. Fiscal 2002 was a 52-week year that ended on September 1, 2002, with the first, second and third quarters consisting of 12 weeks each and the fourth quarter consisting of 16 weeks.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, consumer and small business buying patterns and debt levels, conditions affecting the acquisition, development and ownership or use of real estate, actions of vendors, geopolitical conditions and other risks identified in the Company’s reports filed with the Securities and Exchange Commission.

It is suggested that this management discussion be read in conjunction with the management discussion included in the Company’s fiscal 2002 annual report on Form 10-K previously filed with the Securities and Exchange Commission.

Comparison of the 12 Weeks ended February 16, 2003 and February 17, 2002

    (dollars in thousands, except per share data)

Net income for the second quarter of fiscal 2003 decreased 5.4% to $182,065 or $.39 per diluted share, compared to $192,556, or $.41 per diluted share, during the second quarter of fiscal 2002.

Net sales increased 7.7% to $9,920,324 during the second quarter of fiscal 2003, from $9,208,413 during the second quarter of fiscal 2002. This increase was due to opening a net of 26 new warehouses (31 opened, 5 closed) since the end of the second quarter of fiscal 2002, and an increase in comparable warehouse sales, each of which accounted for approximately one-half of this increase. Comparable sales, that is sales in warehouses open for at least a year, increased approximately 4% during the second quarter of fiscal 2003 over the second quarter of fiscal 2002. Changes in prices of merchandise did not materially contribute to sales increases with the exception of gasoline, which accounted for an increase of 57 basis points.

Membership fees and other revenue increased 11.1% to $193,843, or 1.95% of net sales, in the second quarter of fiscal 2003 from $174,439, or 1.89% of net sales, in the second quarter of fiscal 2002. Increases in

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

membership fee revenue reflect new membership sign-ups, both at the new warehouses opened since the end of the second quarter of fiscal 2002 and at existing warehouse locations, and increased penetration of the Company’s Executive Membership. Overall, member renewal rates remained consistent with the prior year, at 86%.

Gross margin (defined as net sales minus merchandise costs) increased 8.4% to $1,079,913, or 10.89% of net sales, in the second quarter of fiscal 2003 from $996,383, or 10.82% of net sales, in the second quarter of fiscal 2002. The increase in gross margin as a percentage of net sales reflects a 10 basis point improvement within the Company’s ancillary warehouse businesses, specifically pharmacy and gas, as well as a 9 basis point improvement in the Company’s international operations, while increased penetration of the Executive Membership Two-Percent Reward Program and lower margins within the Company’s core merchandise business operations had 6 and 9 basis point negative impacts, respectively. The gross margin figures reflect accounting for merchandise costs on the last-in, first-out (LIFO) method. The second quarter of fiscal 2003 included no LIFO provision, while the second quarter of fiscal 2002 included a $2,500 LIFO provision, which resulted in a 3 basis point improvement in gross margin quarter-over-quarter.

Selling, general and administrative expenses as a percent of net sales increased to 9.75% during the second quarter of fiscal 2003 from 9.12% during the second quarter of fiscal 2002. The increase was primarily due to increases in payroll, workers’ compensation and healthcare costs at warehouses open for more than one year, including a $26,000 charge to increase the workers’ compensation liability reflecting an increase in workers’ compensation loss reserves in response to both recent adverse development of prior years’ loss costs and as a result of other developments indicating continuing trends of rising claims costs, predominately in the State of California. These expenses accounted for a 50 basis point increase year-over-year, of which 26 basis points related to this charge of $26,000. Higher expense ratios at new warehouses, where such expense ratios to sales are typically higher than at more mature warehouses, accounted for a 14 basis point increase.

Preopening expenses totaled $7,145, or .07% of net sales, during the second quarter of fiscal 2003 compared to $8,616, or .09% of net sales, during the second quarter of fiscal 2002. Five new warehouses were opened in the second quarter of fiscal 2003 compared to seven warehouses opened during last year’s second quarter.

The provision for impaired assets and closing costs was $4,500 in the second quarter of fiscal 2003 compared to $3,000 in the second quarter of fiscal 2002. The provision includes costs related to the impairment of long-lived assets and future lease obligations on warehouses relocated and to be relocated to new facilities.

Interest expense totaled $8,003 in the second quarter of fiscal 2003 compared to $6,199 in the second quarter of fiscal 2002. Interest expense in fiscal 2003 primarily includes interest on the 3¹/₂% Zero Coupon Notes, 7¹/₈% and 5¹/₂% Senior Notes and on balances outstanding under the Company’s bank credit facilities and promissory notes. The increase is primarily related to the reduction in interest capitalized related to warehouse construction, as the overall cost of projects under construction was lower and the weighted average capitalized interest rate was lower than in fiscal 2002. The increase was also attributed to the Company’s issuance of $300,000 5¹/₂ % Senior Notes in March 2002, which were simultaneously swapped to a floating interest rate, and to increased amounts borrowed on the Company’s bank credit facilities. This increase was partially offset by an interest rate reduction in the Company’s $300,000 7¹/₈% Senior Notes, resulting from interest rate swap agreements entered into effective November 13, 2001, converting the interest rate from fixed to floating.

Interest income and other totaled $8,983 in the second quarter of fiscal 2003 compared to $7,926 in the second quarter of fiscal 2002. The increase primarily reflects higher daily cash and cash equivalents balances on hand throughout the second quarter of fiscal 2003 as compared to the second quarter of fiscal 2002 and was partially offset by lower interest rates quarter-over-quarter.

The effective income tax rate on earnings in the second quarter of fiscal 2003 was 38.5%, compared to 40% in the second quarter of fiscal 2002. The decrease is primarily attributable to lower statutory income tax rates for foreign operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Comparison of the 24 Weeks ended February 16, 2003 and February 17, 2002

    (dollars in thousands, except per share data)

Net income for the first half of fiscal 2003 increased 1.7% to $327,794, or $.70 per diluted share, compared to $322,212, or $.68 per diluted share, during the first half of fiscal 2002.

Net sales increased 8.1% to $18,930,895 during the first half of fiscal 2003, from $17,505,489 during the first half of fiscal 2002. Approximately 45% of the increase in net sales was due to opening a net of 26 new warehouses (31 opened, 5 closed) since the end of the first half of fiscal 2002 and approximately 55% of the increase was due to an increase in comparable warehouse sales. Changes in prices of merchandise did not materially contribute to sales increases.

Membership fees and other revenue increased 11.0% to $381,857, or 2.02% of net sales, in the first half of fiscal 2003 from $343,916, or 1.96% of net sales, in the first half of fiscal 2002. Increases in membership fee revenue reflect new membership sign-ups, both at the new warehouses opened since the end of the first half of fiscal 2002 and at existing warehouse locations, and increased penetration of the Company’s Executive Membership. Overall, member renewal rates remain consistent with the prior year, at 86%.

Gross margin (defined as net sales minus merchandise costs) increased 9.8% to $2,041,587, or 10.78% of net sales, in the first half of fiscal 2003 from $1,859,062, or 10.62% of net sales, in the first half of fiscal 2002. The increase in gross margin as a percentage of net sales reflects a 7 basis point improvement within the Company’s core merchandising business, with fresh foods and food and sundries being the primary contributors. In addition, improvement from the pharmacy operations, as well as the Company’s international operations had a positive effect on margins of 16 basis points, while increased penetration of the Executive Membership Two-Percent Reward Program had a 9 basis point negative impact. The gross margin figures reflect accounting for most U.S. merchandise inventories on the last-in, first-out (LIFO) method. The first half of fiscal 2003 included no LIFO provision while the first half of fiscal 2002 included a $5,000 LIFO provision, which resulted in a 3 basis point improvement in gross margins for the first half of fiscal 2003 over the first half of fiscal 2002.

Selling, general and administrative expenses as a percent of net sales increased to 9.80% during the first half of fiscal 2003 from 9.29% during the first half of fiscal 2002. The increase was primarily due to increases in payroll, workers’ compensation and healthcare costs at warehouses open for more than one year, including a $26,000 charge to increase the workers’ compensation liability reflecting an increase in workers’ compensation loss reserves in response to both recent adverse development of prior years’ loss costs and as a result of other developments indicating continuing trends of rising claims costs, predominately in the State of California. These expenses accounted for a 36 basis point increase year-over-year, of which 14 basis points related to this charge of $26,000. Higher expense ratios at new warehouses, where such expense ratios to sales are typically higher than at more mature warehouses accounted for an 11 basis point increase year-over-year.

Preopening expenses totaled $25,262, or .13% of net sales, during the first half of fiscal 2003 compared to $30,750, or .18% of net sales, during the first half of fiscal 2002. Nineteen warehouses (including two relocations) were opened in the first half of fiscal 2003 compared to 23 warehouses (including three relocated warehouses) opened during last year’s first half.

The provision for impaired assets and closing costs was $9,500 in the first half of fiscal 2003 compared to $11,550 in the first half of fiscal 2002. The provision includes costs related to impairment of long-lived assets and future lease obligations of warehouses relocated, and to be relocated, to new facilities. The prior years’ provision also included costs related to the reorganization and consolidation of the Canadian administrative operations totaling $8,550. The reorganization was completed by the end of the first quarter of fiscal 2002.

Interest expense totaled $16,471 in the first half of fiscal 2003 compared to $12,437 in the first half of fiscal 2002. Interest expense in fiscal 2003 primarily includes interest on the 3¹/₂ % Zero Coupon Notes, 7¹/₈% and

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

5¹/₂% Senior Notes and on balances outstanding under the Company’s bank credit facilities and promissory notes. The increase is primarily related to the reduction in interest capitalized related to warehouse construction, as the overall cost of projects under construction was lower than in fiscal 2002. The increase was also attributed to the Company’s issuance of $300,000 5¹/₂ % Senior Notes in March 2002, which were simultaneously swapped to a floating interest rate, and to increased amounts borrowed on the Company’s bank credit facilities. This increase was partially offset by an interest rate reduction in the Company’s $300,000 7¹/₈% Senior Notes, resulting from interest rate swap agreements entered into effective November 13, 2001, converting the interest rate from fixed to floating, and to the fact that the Company had little interest related to borrowings under its commercial paper program in fiscal 2003.

Interest income and other totaled $16,617 in the first half of fiscal 2003 compared to $14,903 in the first half of fiscal 2002. The increase primarily reflects higher cash and cash equivalents balances on hand throughout the first half of fiscal 2003 as compared to the first half of fiscal 2002 and was partially offset by lower interest rates.

The effective income tax rate on earnings in the first half of fiscal 2003 was 38.5%, compared to 40% in the first half of fiscal 2002, of which the decrease is primarily attributable to lower statutory income tax rates for foreign operations.

Liquidity and Capital Resources (dollars in thousands)

Expansion Plans

Costco’s primary requirement for new capital is for the financing of the land, building and equipment costs for new warehouses plus the costs of initial warehouse operations and working capital requirements, as well as additional capital for international expansion through investments in foreign subsidiaries and joint ventures.

While there can be no assurance that current expectations will be realized, and plans are subject to change upon further review, it is management’s current intention to spend an aggregate of approximately $850,000 to $900,000 during fiscal 2003 in the United States and Canada for real estate, construction, remodeling and equipment for warehouse clubs and related operations; and approximately $50,000 to $100,000 for international expansion, including the United Kingdom, Asia, Mexico and other potential ventures. These expenditures will be financed with a combination of cash provided from operations, the use of cash and cash equivalents and short-term investments, short-term borrowings under revolving credit facilities and other financing sources as required.

Expansion plans for the United States and Canada during the remainder of fiscal 2003 are to open approximately seven to eight new warehouse clubs, including one relocation to a larger and better-located facility. In addition, the Company plans to open an additional warehouse in Japan and two additional warehouses in Mexico through Costco Mexico, a joint venture in which the Company has a 50% interest.

Reorganization of Canadian Administrative Operations

During the first half of fiscal 2002 the Company expensed $8,550 (of the total $26,765) related to the reorganization and consolidation of the Canadian administrative operations and reported this charge as part of the provision for impaired assets and closing costs. These costs consisted primarily of employee severance, implementation and consolidation of support systems and employee relocation. The reorganization was completed by the end of the first quarter of fiscal 2002.

Bank Credit Facilities and Commercial Paper Programs (all dollar amounts stated in thousands of US dollars)

The Company has in place a $500,000 commercial paper program supported by a $400,000 bank credit facility with a group of ten banks, of which $200,000 expires on November 11, 2003, and $200,000 expires on November 15, 2005. At February 16, 2003, no amounts were outstanding under the commercial paper program

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

and no amounts were outstanding under the credit facility. Covenants related to the credit facility place limitations on total company indebtedness. At February 16, 2003, the Company was in compliance with all covenants.

In addition, a wholly-owned Canadian subsidiary has a $132,000 commercial paper program supported by a $40,000 bank credit facility with a Canadian bank, which expires in March 2004. At February 16, 2003, no amounts were outstanding under the Canadian commercial paper program or the bank credit facility.

The Company has agreed to limit the combined amount outstanding under the U.S. and Canadian commercial paper programs to the $440,000 combined amounts of the respective supporting bank credit facilities.

The Company’s wholly-owned Japanese subsidiary has a short-term $33,200 bank line of credit, of which $8,300 expires in April 2003 and $24,900 expires in November 2003. At February 16, 2003, $12,454 was outstanding under the line of credit.

The Company’s 80%-owned UK subsidiary has a $97,000 bank revolving credit facility and a $32,300 bank overdraft facility, both expiring in February 2007. At February 16, 2003, $90,541 was outstanding under the revolving credit facility and no balance was outstanding under the bank overdraft facility.

Letters of Credit

The Company has separate letter of credit facilities (for commercial and standby letters of credit), totaling approximately $361,000. The outstanding commitments under these facilities at February 16, 2003 totaled approximately $106,000, including approximately $35,000 in standby letters of credit.

Contractual Obligations

The Company’s commitment to make future payments under long-term contractual obligations was as follows, as of February 16, 2003.

Financing Activities

In November 2002, the Company’s wholly-owned Japanese subsidiary issued unsecured promissory notes bearing interest at 0.88% in the aggregate amount of approximately $24,600, through a private placement. Interest is payable semi-annually and principal is due on November 7, 2009.

In March 2002, the Company issued $300,000 of 5 ¹/₂% Senior Notes due March 15, 2007. Interest is payable semi-annually. Simultaneous with the issuance of the Senior Notes, the Company entered into interest rate swap agreements converting the interest from fixed to floating.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Derivatives

The Company has limited involvement with derivative financial instruments and uses them only to manage well-defined interest rate and foreign exchange risks. Forward foreign exchange contracts are used to hedge the impact of fluctuations of foreign exchange on inventory purchases and typically have very short terms. The aggregate amount of foreign exchange contracts outstanding at February 16, 2003 was not material. The only significant derivative instruments the Company holds are interest rate swaps, which the Company uses to manage interest rates associated with its borrowings and to manage the Company’s mix of fixed and variable-rate debt. As of February 16, 2003, the Company had “fixed-to-floating” interest rate swaps with an aggregate notional amount of $600,000 and an aggregate fair value of $45,181, which is recorded in other assets. These swaps were entered into effective November 13, 2001, and March 25, 2002, and are designated and qualify as fair value hedges of the Company’s $300,000 7¹/₈% Senior Notes and the Company’s $300,000 5¹/₂% Senior Notes, respectively. As the terms of the swaps match those of the underlying hedged debt, the changes in the fair value of these swaps are offset by corresponding changes in the carrying amount of the hedged debt, and result in no net earnings impact.

Financial Position and Cash Flows

Net cash provided by operating activities totaled $906,513 in the first half of fiscal 2003 compared to $572,137 in the first half of fiscal 2002. The increase of $334,376 is primarily a result of a decrease in the change in net inventories (inventories less accounts payable) of $138,607; an increase in the change in receivables, other current assets, deferred income and accrued and other current liabilities of $154,151; an increase in net income year-over-year of $5,582 and an increase in depreciation and amortization of $23,568.

Net cash used in investing activities totaled $443,708 in the first half of fiscal 2003 compared to $531,883 in the first half of fiscal 2002, a decrease of $88,175. The decrease in investing activities primarily relates to a reduction in the acquisition of property and equipment and the construction of facilities for new and remodeled warehouses of $75,947 between the first half of fiscal 2003 and fiscal 2002.

Net cash used by financing activities totaled $105,579 in the first half of fiscal 2003 compared to $136,716 provided by financing activities in the first half of fiscal 2002. The decrease of $242,295 primarily resulted from a change in bank checks outstanding of $296,181, and a reduction in cash proceeds from the exercise of stock options of $28,408, offset by a decrease in repayments of short-term borrowings of $48,040 and an increase in long-term borrowings of $26,587.

The Company’s balance sheet as of February 16, 2003 reflects a $722,580 or 6.2% increase in total assets since September 1, 2002. The increase is primarily due to an increase in cash and cash equivalents of $363,484, net property and equipment of $283,621 and inventories of $91,208. The increase in merchandise inventories and net property and equipment is primarily due to the Company’s expansion program.

Critical Accounting Policies

The preparation of the Company’s financial statements requires that management make estimates and judgments that affect the financial position and results of operations. Management continues to review its accounting policies and evaluate its estimates, including those related to merchandise inventory, impairment of long-lived assets and warehouse closing costs and insurance/self-insurance liabilities. The Company bases its estimates on historical experience, outside expertise and on other assumptions and factors that management believes to be reasonable under present circumstances.

Merchandise Inventories

Merchandise inventories are valued at the lower of cost or market as determined primarily by the retail method of accounting, and are stated using the last-in, first-out (LIFO) method for substantially all U.S.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

merchandise inventories. Merchandise inventories for all foreign operations are primarily valued by the retail method of accounting and are stated using the first-in, first-out (FIFO) method. The Company’s management makes an assessment each quarter of the estimated annual impact of inflation and adjusts the LIFO provision accordingly. The Company considers in its calculation of the LIFO provision the net realizable value of those inventory pools where deflation exists. The Company provides for estimated inventory losses between physical inventory counts on the basis of a percentage of sales. The provision is adjusted periodically to reflect the trend of the actual physical inventory count results, which generally occur in the second and fourth fiscal quarters.

Impairment of Long-lived Assets and Warehouse Closing Costs

The Company periodically evaluates its long-lived assets for indicators of impairment. Management’s judgments are based on market and operational conditions at the present time. Future events could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market value.

The Company provides estimates for warehouse closing costs when it is appropriate to do so based on accounting principles generally accepted in the United States. Future circumstances may result in the Company’s actual future closing costs or the amount recognized upon the sale of the property differing substantially from the estimates.

Insurance/Self-Insurance Liabilities

The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability, property, director and officers’ liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience and outside expertise, demographic factors, severity factors and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 143 (SFAS No. 143), “Accounting for Asset Retirement Obligations,” which provides the accounting requirements for retirement obligations associated with tangible long-lived assets. SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. SFAS No. 143 is effective for the Company’s 2003 fiscal year. The adoption of SFAS No. 143 did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” effective for the Company’s 2003 fiscal year. This Statement supersedes FASB Statement No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” and other related accounting guidance. The adoption of SFAS No. 144 did not have a material impact on the Company’s consolidated results of operations, financial position, or cash flows.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This statement addresses financial accounting and reporting of costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring).” This statement requires that a liability for a cost associated with an exit or disposal activity should be recognized at fair value when the liability is incurred. SFAS No. 146 is effective for the Company’s 2003 fiscal year. The adoption of SFAS No. 146 did not have a material impact on the Company’s consolidated

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

results of operations, financial position or cash flows, other than to impact the timing of charges related to future warehouse relocations.

In December 2002, the FASB issued SFAS No. 148 “Accounting for Stock-Based Compensation—Transition and Disclosure,” which provides guidance for transition to the fair value based method of accounting for stock-based employee compensation and the required financial statement disclosure. The adoption of SFAS No. 148 did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows and the additional disclosures required are included in Note (1) of the Company’s condensed consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation established financial statement disclosure requirements for companies that enter into or modify certain types of guarantees subsequent to December 31, 2002. Beginning in calendar 2003, the standard requires that companies record the fair value of certain types of guarantees as a liability in the financial statements. The adoption of this interpretation did not have a material impact on the Company’s results of operations, consolidated financial position or cash flows, and has been considered in formulating disclosures for the second quarter fiscal 2003 condensed consolidated financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities.” In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. Interpretation No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of Interpretation No. 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The provisions of the interpretation are currently being evaluated, but management believes its adoption will not have a material impact on the Company’s consolidated results of operation, financial position or cash flows.

In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on EITF 00-21, “Revenue Arrangements with Multiple Deliverables,” with respect to determining when and how to allocate revenue from sales with multiple deliverables. The EITF 00-21 consensus provides a framework for determining when and how to allocate revenue from sales with multiple deliverables based on a determination of whether the multiple deliverables qualify to be accounted for as separate units of accounting. The consensus is effective prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003. The Company does not expect that the adoption of this consensus will have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

Item 3. Quantitative and Qualitative Disclosure of Market Risk

Our exposure to financial market risk results primarily from fluctuations in interest and currency rates. There have been no material changes to our market risks as disclosed in our Annual Report on Form 10-K for the year ended September 1, 2002.

Item 4. Controls and Procedures

Within the 90-day period prior to filing this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial

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Item 4. Controls and Procedures (Continued)

Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 and 15d-14. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures are effective to timely alert them to any material information relating to the Company (including its consolidated subsidiaries) that must be included in our periodic SEC filings. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to their evaluation.

The Company intends to review and evaluate the design and effectiveness of its disclosure controls and procedures on an ongoing basis and to improve its controls and procedures over time and to correct any deficiencies that may be discovered in the future, in order to ensure that senior management has timely access to all material financial and non-financial information concerning its business. While management believes the present design of the Company’s disclosure controls and procedures is effective to achieve these results, future events affecting the Company’s business may cause management to modify its disclosure controls and procedures.

PART II—OTHER INFORMATION

(dollars in thousands)

Item 1. Legal Proceedings

The Company is involved from time to time in claims, proceedings and litigation arising from its business and property ownership. The Company does not believe that any such claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position or results of its operations.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

The Company’s annual meeting was held at 10:00 a.m. on January 30, 2003 at the Meydenbauer Center, 11100 NE 6^th Street, Bellevue, Washington. Stockholders of record at the close of business on December 6, 2002 were entitled to notice of and to vote in person or by proxy at the annual meeting. At the date of record there were 455,790,145 shares outstanding. The matters presented for vote received the required votes for approval and had the following total, for, against and abstained votes as noted below.

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Item 4. Submission of Matters to a Vote of Security Holders (Continued)

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibits are included herein or incorporated by reference:

(b) No reports on Form 8-K were filed for the 12 weeks ended February 16, 2003.

SIGNATURES

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 thereunto duly authorized.

COSTCO WHOLESALE CORPORATION

(Registrant)

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CERTIFICATIONS

I, James D. Sinegal, certify that:

James D. Sinegal

President, Chief Executive Officer

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CERTIFICATIONS

I, Richard A. Galanti, certify that:

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COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except par value)

(unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

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COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

(unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

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COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

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COSTCO WHOLESALE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

Note (1)—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report filed on Form 10-K for the fiscal year ended September 1, 2002.

The condensed consolidated financial statements include the accounts of Costco Wholesale Corporation, a Washington corporation, and its subsidiaries (“Costco” or the “Company”). All material inter-company transactions between the Company and its subsidiaries have been eliminated in consolidation. Costco primarily operates membership warehouses under the Costco Wholesale name.

Costco operates membership warehouses that offer low prices on a limited selection of nationally branded and selected private label products in a wide range of merchandise categories in no-frills, self-service warehouse facilities. At February 16, 2003, Costco operated 412 warehouse clubs: 304 in the United States; 61 in Canada; 15 in the United Kingdom; five in Korea; three in Taiwan; three in Japan; and 21 warehouses in Mexico with a joint venture partner.

The Company’s investments in the Costco Mexico joint venture and in other unconsolidated joint ventures that are less than majority owned are accounted for under the equity method.

Fiscal Years

The Company reports on a 52/53-week fiscal year basis, which ends on the Sunday nearest August 31st. Fiscal year 2003 is a 52-week year, with the first, second and third quarters consisting of 12 weeks each and the fourth quarter, ending August 31, 2003 consisting of 16 weeks. Fiscal year 2002 was also a 52-week year, which ended September 1, 2002.

Cash Equivalents

The Company considers all highly liquid investments with a maturity date of three months or less at the date of purchase and proceeds due from credit and debit card transactions with settlement terms of less than five days to be cash equivalents. Of the total cash and cash equivalents of $1,169,002 at February 16, 2003 and $805,518 at September 1, 2002, credit and debit card receivables were $339,187 and $351,788, respectively.

Receivables, net

Receivables consist primarily of vendor rebates and promotional allowances, receivables from government tax authorities and other miscellaneous amounts due to the Company, and are net of allowance for doubtful accounts of $2,076 at February 16, 2003 and $2,224 at September 1, 2002. Management determines the allowance

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(unaudited)

Note (1)—Summary of Significant Accounting Policies (Continued)

for doubtful accounts based on known troubled accounts and historical experience applied to an aging of accounts.

Vendor Rebates and Allowances

Periodic payments from vendors in the form of “buy downs,” volume or other purchase discounts that are evidenced by agreements are reflected in the carrying value of the inventory when earned and as a component of cost of sales as the merchandise is sold. Up-front consideration received from vendors linked to purchases or other commitments is initially deferred and amortized ratably over the life of the contract or as performance of the activities specified by the agreement to earn the fee is completed.

Merchandise Inventories

Merchandise inventories are valued at the lower of cost or market as determined primarily by the retail inventory method, and are stated using the last-in, first-out (LIFO) method for substantially all U.S. merchandise inventories. Merchandise inventories for all foreign operations are primarily valued by the retail method of accounting, and are stated using the first-in, first-out (FIFO) method. The Company believes the LIFO method more fairly presents the results of operations by more closely matching current costs with current revenues. The Company’s management makes an assessment each quarter on the estimated annual impact of inflation and adjusts the LIFO provision accordingly on a quarterly basis. If all merchandise inventories had been valued using the first-in, first-out (FIFO) method, inventories would have been higher by $150 at both February 16, 2003 and September 1, 2002.

The Company provides for estimated inventory losses between physical inventory counts on the basis of a standard percentage of sales. This provision is adjusted periodically to reflect the actual shrinkage results of the physical inventory counts, which generally occur in the second and fourth quarters of the Company’s fiscal year.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization expenses are computed using the straight-line method for financial reporting purposes. Buildings are depreciated over twenty-five to thirty-five years; equipment and fixtures are depreciated over three to ten years; and leasehold improvements are amortized over the initial term of the lease.

Impairment of Long-Lived Assets

The Company periodically evaluates the realizability of long-lived assets for impairment when events or changes in circumstances occur, which may indicate the carrying amount of the asset may not be recoverable. The Company evaluates the carrying value of the asset by comparing the estimated future undiscounted cash flows generated from the use of the asset and its eventual disposition with the asset’s reported net book value. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, the Company recorded a $2,524 and $4,829 pre-tax, non-cash charge in the second quarter and for the first half of fiscal 2003, respectively, reflecting its estimate of impairment relating to scheduled warehouse closings. The charge reflects the difference

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(unaudited)

Note (1)—Summary of Significant Accounting Policies (Continued)

between the carrying value and fair value, which was based on estimated market valuations for those assets whose carrying value is not currently anticipated to be recoverable through future cash flows. There was no impairment charge in the second quarter or in the first half of fiscal 2002.

Goodwill

Goodwill, net of accumulated amortization, resulting from certain business combinations is included in other assets, and totaled $44,515 at February 16, 2003 and $43,920 at September 1, 2002. On September 3, 2001, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Accounting for Goodwill and Other Intangibles,” which specifies that goodwill and some intangible assets will no longer be amortized, but instead will be subject to periodic impairment testing. Accordingly, the Company reviews previously reported goodwill for impairment on an annual basis, or more frequently if circumstances dictate.

Accounts Payable

The Company’s banking system provides for the daily replenishment of major bank accounts as checks are presented. Accordingly, included in accounts payable at February 16, 2003 and at September 1, 2002 are $102,878 and $235,458 respectively, representing the excess of outstanding checks over cash on deposit at the banks on which the checks were drawn.

Insurance/Self-Insurance Liabilities

The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability, property, director and officers’ liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors, outside expertise and other actuarial assumptions.

Derivatives

The Company has limited involvement with derivative financial instruments and uses them only to manage well-defined interest rate and foreign exchange risks. Forward foreign exchange contracts are used to hedge the impact of fluctuations of foreign exchange on inventory purchases. The only significant derivative instruments the Company holds are interest rate swaps, which the Company uses to manage the interest rates associated with its borrowings and to manage the Company’s mix of fixed and variable-rate debt. As of February 16, 2003, the Company had “fixed-to-floating” interest rate swaps with an aggregate notional amount of $600,000 and an aggregate fair value of $45,181, which is recorded in other assets. These swaps were entered into effective November 13, 2001 and March 25, 2002, and are designated and qualify as fair value hedges of the Company’s $300,000 7¹/₈% Senior Notes and the Company’s $300,000 5¹/₂% Senior Notes, respectively. As the terms of the swaps match those of the underlying hedged debt, the changes in the fair value of these swaps are offset by corresponding changes in the fair value recorded on the hedged debt, and result in no net earnings impact.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(unaudited)

Note (1)—Summary Of Significant Accounting Policies (Continued)

Foreign Currency Translations

The functional currencies of the Company’s international subsidiaries are the local currency of the country in which the subsidiary is located. Assets and liabilities recorded in foreign currencies, as well as the Company’s investment in the Costco Mexico joint venture, are translated at the exchange rate on the balance sheet date. Translation adjustments resulting from this process are charged or credited to other comprehensive income (loss). Revenue and expenses of the Company’s consolidated foreign operations are translated at average rates of exchange prevailing during the year. Gains and losses on foreign currency transactions are included in expenses.

Revenue Recognition

The Company recognizes sales, net of estimated returns, at the time the member takes possession of merchandise or receives services. When the Company collects payment from customers prior to the transfer of ownership of merchandise or the performance of services, the amount received is recorded as deferred revenue. The Company provides for estimated sales returns based on historical returns levels. The reserve for sales returns was $4,571 and $3,507 at February 16, 2003 and September 1, 2002, respectively.

Membership fee revenue represents annual membership fees paid by substantially all of the Company’s members. The Company accounts for membership fee revenue on a “deferred basis,” whereby membership fee revenue is recognized ratably over the one-year life of the membership. The Company’s Executive members qualify for a 2% reward (which can be redeemed at Costco warehouses), up to a maximum of $500 per year, on all qualified purchases made at Costco. The Company accounts for this 2% reward as a reduction in sales, with the related liability being classified within other current liabilities. The sales reduction and corresponding liability are computed after giving effect to the estimated impact of non-redemptions based on historical data. The reduction in sales for the 12 weeks and 24 weeks ended February 16, 2003 and February 17, 2002, and the related liability as of those dates were as follows:

Merchandise Costs

Merchandise costs consists of the purchase price of inventory sold, inbound shipping charges and all costs related to our depot operations, including freight from depots to selling warehouses. Merchandise costs also include salaries, benefits, depreciation on production equipment, and other related expenses incurred in certain fresh foods and ancillary departments.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consists primarily of salaries, benefits and workers’ compensation costs for warehouse employees, other than fresh foods and certain ancillary businesses, as well as all

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(unaudited)

Note (1)—Summary of Significant Accounting Policies (Continued)

regional and home office employees, including buying personnel. Selling, general and administrative expenses also include utilities, bank charges and substantially all building and equipment depreciation, as well as other operating costs incurred to support warehouse operations.

Leases

The Company leases land and/or warehouse buildings at over 80 warehouses at February 16, 2003 and certain other office and distribution facilities. Certain leases provide for periodic rental increases based on the price indices and some of the leases provide for rents based on the greater of minimum guaranteed amounts of sales volumes. The Company accounts for its leases with step rent provisions on a straight-line basis over the original term of the lease.

Stock-Based Compensation

The Company adopted the fair value based method of recording stock options consistent with Statement of Financial Accounting Standard No. 123 (SFAS No. 123) “Accounting for Stock-Based Compensation,” for all employee stock options granted subsequent to fiscal year end 2002. Specifically, the Company adopted SFAS No. 123 using the “prospective method” with guidance provided from SFAS No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure.” All employee stock option grants made in fiscal 2003 and in future years will be expensed over the stock option vesting period based on the fair value at the date the options are granted. Prior to fiscal 2003 the Company applied Accounting Principles Board Opinion (APB) No. 25 and related interpretations in accounting for stock options. Because the Company granted stock options to employees at exercise prices equal to fair market value on the date of grant, accordingly, no compensation cost was recognized for option grants.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(unaudited)

Note (1)—Summary of Significant Accounting Policies (Continued)

Had compensation costs for the Company’s stock-based compensation plans been determined based on the fair value at the grant dates for awards made prior to fiscal 2003, under those plans and consistent with SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company’s net income and net income per share would have been reduced to the pro forma amounts indicated below:

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and receivables approximate fair value due to their short-term nature or variable interest rates.

Reorganization of Canadian Administrative Operations

On January 17, 2001, the Company announced plans to reorganize and consolidate the administration of its operations in Canada. The Company incurred costs related to the reorganization of $8,550 in the first quarter of fiscal 2002, which was reported as part of the provision for impaired assets and closing costs. These costs consisted primarily of employee severance, implementation and consolidation of support systems and employee relocation. The reorganization was completed in the first quarter of fiscal 2002.

Closing Costs

Warehouse closing costs incurred relate to the Company’s efforts to relocate certain warehouses to larger and better-located facilities. As of February 16, 2003, the Company’s reserve for warehouse closing costs was $8,298, which relates almost entirely to lease obligations. This compares to a reserve for warehouse closing costs of $11,845 at September 1, 2002, of which $10,395 related to lease obligations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

(unaudited)

Note (1)—Summary of Significant Accounting Policies (Continued)

Interest Income and Other

Interest income and other includes:

Income Taxes

The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” That standard requires companies to account for deferred income taxes using the asset and liability method.

Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

Net Income Per Common and Common Equivalent Share

The following data show the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)