SecProbe.io

Mail Stop 3561           January 21, 2010
Via Facsimile (425) 313-6593 and U.S. Mail

Richard A. Galanti Chief Financial Officer Costco Wholesale Corporation 999 Lake Drive Issaquah, Washington  98027
Re: Costco Wholesale Corporation
Form 10-K for the Fiscal Year Ended August 30, 2009 Filed October 16, 2009 Definitive Proxy Statement on Schedule 14A Filed December 18, 2009
  File No. 000-20355

Dear Mr. Galanti:

 We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, if applicable.  Please confirm in writing that you will do so and also explain to us in  sufficient detail how you intend to comply by
providing us with your proposed revisions.  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Richard A. Galanti
Costco Wholesale Corporation January 21, 2010 Page 2  Form 10-K for the Fiscal Year Ended August 30, 2009

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20
1. Please expand this section to discuss known material trends and uncertainties that
will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreas ing or increasing in any material way.
We note, for example, that on page 27  you state your net income decreased $0.42
per diluted share in 2009 versus 2008.  You attribute $0.27 of this decrease to
issues involving foreign currencies ( $0.19), litigation ($0.05 ) and insurance
($0.03), but do not discuss the remaining $0.15 per diluted share decrease.  Please
provide additional analysis concerning the quality and variability of your earnings
and cash flows so that investors can ascer tain the likelihood or the extent past
performance is indicative of future pe rformance.  Please discuss whether you
expect levels to remain at this level or  to increase or decrease.  Also, you should
consider discussing the impact of any ch anges on your earnings. Further, please
discuss in reasonable detail:  economic or  industry-wide factor s relevant to your
company, material opportunities, challenges,  and risk in the short and long term
and the actions you are taking to address them.  Refer to Item 303 of Regulation
S-K and SEC Release No. 33-8350.

Notes to Consolidated Financial Statements, page 50

 Note 1 – Summary of Significant Accounting Policies

Property and Equipment, page 52
2. We note the estimated useful lives of your  buildings ranges from 5-50 years.  In
this regard, explain to us the reason for su ch a wide range.  In addition, clarify the
nature of the building structures that fall within the low end of the range and
explain to us why their estimated  useful lives are reasonable.
 Revenue Recognition, page 56

3. We note you offer free technical suppor t services and extended warranties on
electronic products.  In this regard, tell us and disclose how you account for these
separate deliverables.  Refer to EITF 00-21 and FASB ASC 605-25.  Also, advise
us whether you offer similar extended wa rranties for other products such as tires
and batteries, etc.  If so, tell us and disclose your accounting policy for each of
these programs.  In your response, tell  us and disclose whether you are the
primary obligor and how you recognize the reve nues and the related costs.  To the
extent that you are the pr imary obligor and that these programs are material to
your financial statements, we believe you should disclose how you estimate the

Richard A. Galanti
Costco Wholesale Corporation January 21, 2010 Page 3
warranty obligations including the key a ssumptions behind the estimates in your
critical accounting policies section in  MD&A.  Refer to SEC Release No. 33-
8350.
4. We note your policy of recognizing member ship fees ratably over the one-year
membership period.  However, we also noted from your company website that it
is your policy to refund membership fees in full at any time.  In this regard,
expand your disclosures to clarify yo ur cancellation and refund policy for
membership fees.  In addition, explain to us why it is appropriate under GAAP to
recognize membership fees ratably over the membership period given the full refund policy.  Refer to SAB Topic 13.A.4.
5. We note you partnered with American Expr ess in offering the co-branded Costco
True Earnings Cash Rebate Card for purchas es made at Costco and elsewhere.  In
this regard, tell us and disclose the nature of your business relationship or
agreement, if any, with American Express and your accounting for the arrangement.
 Note 5-Leases, page 72

6. We note you classified a majority of your l eases as operating leas es and that their
lease terms would expire through 2049.  Pl ease explain to us how you determined
that their classifications as  operating leases were appropr iate in light of the long
lease terms.  Reference is made to paragraph 7 of SFAS 13 and FASB ASC 840-
10-25.
 Exhibit 31.1 Certifications

7. Please ensure that your certifications appear exactly as set forth in Item
601(b)(31) of Regulation S-K.  For exampl e, we note that you added “annual” to
paragraphs two and three, and deleted pare nthetical phrases from paragraphs 4(d)
and 5.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 10

8. Please expand your compensation discussion to address the requirements of Item
402(b) of Regulation S-K.  For exampl e, you should discuss the objectives of
your compensation program, what your compensation program is designed to
reward, why you choose to pay each elemen t of your plan and how each element
of compensation fits into your  overall compensation plan.
9. We note your discussion on page 14 regardi ng discretionary cash bonuses paid to
your named executive officers other than Me ssrs. Brotman and Si negal.  You state

Richard A. Galanti
Costco Wholesale Corporation January 21, 2010 Page 4
that “roughly 50% of the bonus potential wa s not achieved due to the Company’s
failure to attain its internal net income  target”, and that eligibility for the
remainder of the cash bonus was based on goa ls relevant to the executive officer’s
area of responsibility.  It does not ap pear that you provided a quantitative
discussion of the terms of these targets and goals.  If you omitted this information because you believe it would result in competitive harm, please tell us your reasons.  Please also discuss how diffic ult it will be going forward to achieve the
target and goal levels or other factors.  Please refer to Instruct ion 4 to Item 402(b)
of Regulation S-K, and Compliance and Disclosure Interpretation, Regulation S-
K, Question 118.04 available on our webs ite at http://www.sec.gov/divisions
/corpfin/cfguidance.shtml.
 Form 10-Q for the Quarterly Period Ended November 22, 2009

10. Please comply with the above comments in  your future quarterly filings to the
extent applicable.

* * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the adequacy  and accuracy of the disc losures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Richard A. Galanti
Costco Wholesale Corporation January 21, 2010 Page 5
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 You may contact, Scott Stri nger, Staff Accountant , at  (202) 551-3272 or in his
absence Andrew Mew, Accounting Branch  Chief, at (202) 551-3254 if you have
questions regarding comments on the financial statements and related matters.  You may
contact Chris Chase, Staff Attorney, at ( 202) 551-3485 or me at (202) 551-3720 with any
other questions.
Sincerely,

H. Christopher Owings Assistant Director