THIRD SUPPLEMENT DATED FEBRUARY 25, 1998
TO SECOND SUPPLEMENT DATED JANUARY 21, 1998,
PROSPECTUS SUPPLEMENT DATED DECEMBER 19, 1997,
AND PROSPECTUS DATED NOVEMBER 26, 1997
COSTCO COMPANIES, INC.
The following table sets forth information as of February 25, 1998 as to
the security ownership of persons not named as Selling Securityholders in the
Prospectus dated November 26, 1997 ("Prospectus"), or the Prospectus Supplements
dated December 19, 1997 ("December Supplement"), and January 21, 1998 ("January
Supplement"), and information reflecting additional securities acquired by
Donaldson Lufkin & Jenrette Securities Corp. ("DLJ") since it was last named as
a Selling Securityholder in the January Supplement. Amounts shown for DLJ are
not adjusted for any sales that DLJ may have made pursuant to the Registration
Statement of which the Prospectus, the December Supplement and the January
Supplement form a part. DLJ has provided and will continue to provide financial
advisory services to Costco Companies, Inc. (the "Company") for which DLJ has
received customary fees. Hamilton E. James, a Managing Director of DLJ, is a
member of the Board of Directors of the Company. Except as set forth for DLJ,
none of the Selling Securityholders listed below has had a material relationship
with the Company or any of its predecessors or affiliates within the past three
years.
<TABLE>
<CAPTION>
Face Amount of Shares of Common
Notes Owned Stock Owned Prior
Selling Securityholder Prior to Offering to Offering (1)
- ---------------------- ----------------- ---------------
<S> <C> <C>
BT Alex. Brown, Inc. $8,100,000 91,971
Donaldson Lufkin & Jenrette Securities Corporation $77,670,000(2) 881,904(2)
Fidelity Financial Trust: Fidelity Convertible $4,000,000 45,418(3)
Securities Fund
Goldman Sachs and Company $4,600,000 52,230
State Street Bank, Custodian for G.E. Pension $2,645,000 30,032
Trust(4)
Swiss Bank Corporation--London Branch $41,130,000(2)(5) 461,333(2)
Tennessee Consolidated Retirement System $12,000,000 524,254
</TABLE>
(1) Includes the Shares into which the Notes are convertible.
(2) Includes securities previously registered.
(3) The Selling Securityholder is a portfolio of an investment company
registered under Section 8 of the Investment Company Act of 1940, as amended.
Fidelity Management and Research Company ("FMR Co."), as discretionary
investment adviser for the Selling Securityholder's account and others, may be
deemed to be the beneficial owner of 4,835,052 Shares, including the Selling
Securityholder's Shares. FMR Co. is a Massachusetts corporation and an
investment advisor registered under Section 203 of the Investment Advisers Act
of 1940, as amended, and provides investment advisory services to the Selling
Securityholders and to other registered investment companies and to certain
other funds which are generally offered to a limited group of investors. FMR Co.
is a wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts corporation.
(4) In the January Supplement, the Selling Securityholder inadvertently was
named as State Street Bank Custodian FORGE Pension Trust.
(5) SBC Warburg Dillon Read Inc. acts as an investment adviser for Swiss
Bank Corporation--London Branch.
The date of this Prospectus Supplement is February 25, 1998.
