SecProbe.io

January 22, 2014

Via E -mail
Richard A. Galanti
Costco Wholesale Corporation
999 Lake Drive
Issaquah, WA 98027

Re: Costco Wholesale Corporation
 Form 10-K for the Fiscal Year Ended September 1, 2013
Filed October 16, 2013
File No. 0 -20355

Dear Mr. Galanti :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended September 1, 2013

Results of Operations, page 19

Membership Fees, page 20

1. Tell us what consideration you gave to disclosing your member renew al rates by class of
membership and discussing the fees from executive memberships with the related amount
of executive reward incurred in MD&A.  In this regard, tell us why y ou offset executive
reward  rebates  with sales as opposed to membership fees. If you don’t believe such an
analysis of  membership fees  would be useful to your investors , please explain in detail .
Given that membership fees  fluctuations  flow directly to  pre-tax net income, pl ease also
ensure you discuss membership fee revenue changes between fee increases and changes
in the volume of memberships.   Lastly, explain to  us how you calculate your membership
renewal rates.  In this regard, we read your disclosure on page 6 which sta tes, “[T]he

Richard A. Galanti
Costco Wholesale Corporation
January 22, 2014
Page 2

 renewal rate is a trailing calculation that captures renewals during the period seven to
eighteen months prior to the reporting date.”  Explain to us why the renewals are being
captured over a period of up to eighteen months prior to the report ing date.  An example
illustrating the calculation may be beneficial to our understanding.

2012 vs. 2011, page 21

2. Please tell us what is meant when you cite “investment in merchandise pricing” as the
reason for the decrease in gross margin.  If this re presents price discounting, you should
make that clear in future similar situations.

Selling, General and Administrative Expenses, page 22

3. You state in your overview that “The higher our comparable sales exclusive of currency
fluctuations, the more we can leverage certain of our selling, general and administrative
expenses, reducing them as a percentage of sales and enhancing profitability.”  Please
discuss SG&A in MD&A on an absolute basis in addition to relative to sales.

Consolidated Statements of Comprehensive Income, page 38

4. Please refer to your foreign currency translation adjustment and other, net line item.
Please provide the disc losure required by ASC 220 -10-45-12 in future filings or tell us
why you believe such information is not required.

Revenue Recognition, page 46

5. You state in your description of business that “In keeping with our policy of member
satisfaction, we genera lly accept returns of merchandise.”  You further disclose in your
financial statements  that sales returns are net of the estimated net realizable value of
merchandise inventories to be returned and any estimated disposition costs. Given your
liberal return  policy, please advise how value is realized from merchandise returned
including whether you are able to pass on the costs of returns back to specific suppliers.
Please also quantify the amount of sales returns netted against sales for the past 3 years
and explain the reason for the 10% increase in the sales return reserve.  Finally, tell us
whether sales are reduced by amount of the estimated gross sales returns or the margin
effect of such sales.  We may have further comment.

Stock Repurchase Progra ms, page 49

6. Please disclose the cost flow assumption by which shares repurchased are deducted from
additional paid -in capital and returned earnings.

Richard A. Galanti
Costco Wholesale Corporation
January 22, 2014
Page 3

 Note 12 – Segment Reporting, page 62

7. You disclose your business is classified by management into thr ee reporting segments.
Further, we note your 2014 first quarter earnings transcript where you state , “[I]n terms
of sales comparisons geographically, for the first quarter, the better performing regions in
the U.S. were in the Southeast, Midwest, and Texa s. Internationally, in local currencies,
the better performing countries were Canada, Mexico, and Australia.”  Please provide us
with your analysis under ASC 280 that supported disclosing all operations as three
reportable segments.

Please include the following information in your response:

 the operating segments you have identified in accordance with ASC 280 -
10-50-1 through 50 -9,
 if applicable, the  basis for aggregating identified operating segments into three
reportable segments given the aggregation criteria in ASC 280 -10-50-11 and
quantitative thresholds in ASC 280 -10-50-12.
 how the aggregation of  all of your operations into three  reportable segm ents complies
with the aggregation criteria, and
 the process through which your chief operating decision maker reviews information
to make decisions about resources to be allocated to your segments and assess their
performance.

We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Richard A. Galanti
Costco Wholesale Corporation
January 22, 2014
Page 4

 You may contact  Robert Babula , Staff Accountant , at (202) 551 -3339  or me at (202) 55 1-
3849  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief  Accountant