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 | |||
| Issuer: |
Costco Wholesale Corporation | Costco Wholesale Corporation | ||
| Principal: |
$900,000,000 | $1,100,000,000 | ||
| Coupon: |
5.300% | 5.500% | ||
| Trade Date |
February 13th, 2007 | February 13th, 2007 | ||
| Settlement |
February 20th, 2007 (T+4) | February 20th, 2007 (T+4) | ||
| Maturity |
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. | |||
| Underwriter |
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 www.sec.gov. 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.
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