SecProbe.io

Mail Stop 3561

April 5, 2016

Richard A. Galanti
Chief Financial Officer
Costco Wholesale Corporation
999 Lake Drive
Issaquah, WA 98027

Re: Costco Wholesale Corporation
 Form 10-K for the Fiscal Year Ended August 30 , 201 5
Filed October 14, 2015
File No. 0 -20355

Dear Mr. Galanti :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended August 30, 2015

Item 9B – Other Information, page 33

1. We note the discussio n of your co -branded credit card transition.  Your disclosure only
addresses the benefits that you will receive from the new Program Agreement once it is
implemented.  Please tell us any negative impacts you experienced during fiscal 2015
from this credit card transition and how you considered discussing such impacts in your
analysis of results of operations.  As part of your response, please tell us the extent to
which new credit card sign -ups slowed or ceased during fiscal 2015 and explain why
your analys is of results did not discuss a decrease in bounty revenue and its impact on
your gross margin or net income.

2. We note your statement that loyalty rewards earned by co -branded cardholders are
expected to be in the form of certificates redeemable at Costco,  for cash or merchandise.
We have the following comments:

Richard A. Galanti
Costco Wholesale Corporation
April 5, 2016
Page 2

 Please confirm our assumption, if true, that Citi will reimburse you for the face value of
those certificates.

 Please tell us the basis for your statement that you expect most cardholders will redeem
the certificates for merchandise.  If you make a similar disclosure in future filings, please
disclose the basis for this belief including whether reward certificates were historically
redeemable for cash.

 Also tell us how you will account for certificates that are redeemed for cash.

Note 8 – Income Taxes, page 59

3. We note you changed your position in the fourth quarters of 2014 and 2015 regarding the
undistribut ed earnings of your Canadian ope rations  such that  a portion of the earnings
were no longer considered permanently reinvested.   Please tell us in significantly more
detail the facts and circumstances which led to the changes in your position and the
underly ing reasons for repatriating these earnings.  Further, tell us in detail how you
evaluated the criteria for the exception to recognition of a deferred tax liability in
accordance with ASC 740 -30-25-17 and 18 for the remaining Canadian undistributed
earning s that are intended to be indefinitely reinvested.   In this regard, d escribe the type
of evidence  that sufficiently demonstrates that remittance of  the remaining Canadian
earnings will be postponed indefinitely.   As part of your response, please quantify t he
amount of cumulative undistributed earnings from your Canadian operations for which
you have not provided for U.S. deferred taxes and quantify the amount of cash and cash
equivalents and short -term investments held by your Canadian operations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and i ts 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 comment s, 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
April 5, 2016
Page 3

 You may conta ct Robert Babula, Staff Accountant  at (202) -551-3339 , if you have
questions regarding the comment s on the financial statements and related matters.  Please contact
me at (202) 551 -3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products