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Correspondence

 Writer’s Direct Number: (425) 313-8203

Fax: (425) 313-6593

 February 29, 2012

 BY EDGAR

Andrew D. Mew

Accounting Branch Chief

 United States Securities and Exchange Commission Mail Stop 3561

 Washington, D.C.
20549

 Re:

 Costco Wholesale Corp. — Form 10-K for the Fiscal Year Ended August 28, 2011, filed October 14, 2011 — File No. 0-20355

 Dear Mr. Mew:

 In response to your letter of February 1 (the “Letter”), please see the discussion below, which corresponds to the numbered paragraphs in your letter. Thank you again for granting us
additional time to respond to the Letter.

 Form 10-K for the Fiscal Year Ended August 28, 2011

Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 21

General

 1.

 Reference is made to Note 9 (Income Taxes) on page 71 where you have generated 36% of your pretax income from foreign operations in fiscal year
2011. Further, pretax income from foreign operations has grown at a significantly higher rate during the past three fiscal years as compared to those of your domestic operations for the same period. We note you reported segment financial information
based on geographic locations as disclosed in Note 12. As such, we believe you should provide separate operating results’ discussions based on these segments rather than solely on a consolidated basis so that investors can better understand the
performance of your businesses. Your separate discussions should provide management insights into the factors/reasons behind the changes in their historical operating results and how the factors would affect their future earnings by quantifying
their impact to the extent material, if possible. Refer to the guidance within Item 303 of Regulation S-K and SEC Release No. 33-8350.

 Andrew D. Mew, Accounting Branch Chief

United States Securities and Exchange Commission

 February 29, 2012

 Response:

Item 303 of Regulation S-K states that a registrant should include a discussion of segment information in
Management’s Discussion and Analysis (MD&A) to the extent that, based upon management’s judgment, it would be beneficial in understanding the registrant’s business. SEC Release No. 33-8350 (the Release) further clarifies the
three principal objectives of MD&A as:

 •

 to provide a narrative explanation of a company’s financial statements that enables investors to see the company through the eyes of
management;

 •

 to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

 •

 to provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain
the likelihood that past performance is indicative of future performance.

 The Release
specifically states registrants should avoid “unnecessary duplication and immaterial detail that is not required and does not promote understanding of a company’s overall financial condition and operating performance.”

We believe our disclosure meets these objectives.

First, the fact that segment disclosure is required for a business unit does not per se require a separate discussion in
MD&A that mirrors the principal business segment. The segment disclosure in Note 12 on page 80 is prescribed by the quantitative thresholds in ASC 280 and is not indicative of meaningful operating differences among our segments. The delineation
of segments is largely based on management’s organization of our world-wide operations for operational decisions and assessments of financial performance, which considers geographic locations. The segments are United States Operations (U.S.
segment), Canadian Operations (Canada segment) and Other International Operations (Other International segment), which is comprised of six other countries in which we operate. “Other International” emerges as a segment not because of its
separate significance as a group of countries but simply because it is the residual after the two primary segments are identified.

 As disclosed in our filing, we operate our membership warehouses based on the concept of offering our members low prices on a limited selection of nationally branded and private-label products in a wide
range of merchandise categories, which will produce high sales volumes and rapid inventory turnover. 2011 Form 10-K, page 4. This model is consistently applied in each country in which we operate. Due to the relatively homogenous nature of our
world-wide operations and the consistency of our operating model, we believe any additional segment discussion and analysis would not be material for investors. In addition, while some operating metrics in the six referenced countries

 2

 Andrew D. Mew, Accounting Branch Chief

United States Securities and Exchange Commission

 February 29, 2012

are different than those of the U.S. segment (as discussed further in this response) and are often different from each other, these differences have not been material to the understanding of the
reasons for period-to-period changes in the historical operating results.

 The U.S., Canada and Other
International segments represented 73%, 16% and 11% of Total revenue, respectively, and 57%, 26% and 17% of Operating income, respectively in 2011. In 2010, the U.S., Canada and Other International segments represented 77%, 15% and 8% of Total
revenue, respectively, and 63%, 26% and 11% of Operating income, respectively.

 The Letter
references Note 9 on page 71, states that 36% of pre-tax income is attributable to our foreign operations in fiscal year 2011, and notes the reported growth in income from these operations over the past three years. Please note that a large portion
of this figure is attributable to our Canadian operations, which among all of our operations are the most similar to those in the United States. In addition, the main factor in the significant growth of the Other International segment in 2011 was
the initial consolidation of our 50%-owned joint venture in Mexico. Prior to 2011, we accounted for these operations using the equity method. The impact of this adoption is disclosed throughout MD&A and the financial statement footnotes in our
2011 Form 10-K1. Further, excluding Canada and the
consolidated earnings from our 50%-owned joint venture in Mexico, pre-tax income attributable to the remaining foreign operations in fiscal year 2011 was 11%, consistent with the previous three fiscal years, which have been 7% to 11% of our pre-tax
income.

 When preparing our MD&A disclosures, we consider material segment-specific activity impacting the
results of our operations that, in our opinion, would be necessary for a reader to better understand the results of operations. Examples of items we have disclosed in the past three years relating to individual segments include:

 •

 Refund of a previously recorded Canadian tax liability2;

 •

 The impacts of foreign currency fluctuations on the operations of our International
segments3;

 •

 Consolidation of Costco Mexico beginning in 20111; and

 •

 Costco Mexico has lower SG&A expenses as a percent of its own net sales.4

 We do believe that providing qualitative information regarding some differences in operating metrics among our segments in the MD&A Overview in future filings will provide investors with additional
perspective related to how future growth in those operations may impact our overall operating results. In our future filings we will add language to the following effect in the Overview section:

1

 2011 Form 10-K, pages 21-27 and page 48.

2

 2010 Form 10-K, page 24.

3

 2011 Form 10-K, pages 23-25.

4

 Id. at page 25.

 3

 Andrew D. Mew, Accounting Branch Chief

United States Securities and Exchange Commission

 February 29, 2012

 “Our operating model is generally the same across our U.S., Canada,
and Other International segments. However, certain countries in the Other International segment have relatively higher rates of square footage growth, lower wage and benefits as a percentage of country sales, and/or less direct membership warehouse
competition. Additionally, we operate our lower margin gasoline business only in the United States and Canada.”

 As we have historically done in our filings, we will continue to disclose material segment-specific activity impacting the results of our operations.

Results of Operations, page 22

 2.

 Please revise to analyze cost of merchandise sales line item in your operating results’ discussion. We note cost of sales is a material
component of your operating expenses and a discussion and analysis of this line item will provide investors with the information to better understand your results of operations as a whole. Please provide us your proposed disclosure in the response.
Please also ensure that the proposed disclosure provides the underlying reasons/drivers for any material changes. For example, in addition to quantifying the impacts resulting from changes in price and volume, please further explain their underlying
substantive reasons behind these changes.

 Response:

Merchandise costs vary closely with changes in net sales volume and, therefore, must be analyzed in
conjunction with net sales. Our 2011 Form 10-K explicitly defined gross margin as net sales less merchandise
costs.5 Gross margin is a key metric analyzed by our
management and, we believe, investors, to better understand the results of our operations as a whole. Gross margin also is a metric consistently followed, discussed and disclosed across the retail industry in evaluating the results of operations.
Because of this, we believe that the most effective method for evaluating and better understanding the results of our operations is through a discussion of gross margin (as opposed to merchandise costs).

In addition, we believe that we have provided in very substantial detail the reasons for material changes in our gross
margin to the extent that we know those reasons. Examples of such disclosures include:

 •

 Describing the basis point impact of gasoline sales on our gross margin percentage6;

5

 2011 Form 10-K, page 22.

6

 2011 Form 10-K, page 24; 2010 Form 10-K, page 23, and 2009 Form 10-K, pages 22-23.

 4

 Andrew D. Mew, Accounting Branch Chief

United States Securities and Exchange Commission

 February 29, 2012

 •

 Quantifying the impact of LIFO on the total margin and the gross margin percentage
comparison7; and

 •

 Quantifying the impact of changes in foreign exchange rates impacting total gross margin.7

 Note 1 – Summary of Significant Accounting Policies, page 48

General

 3.

 We note the increased significance of your foreign operations. Please explain to us in reasonable detail how you considered whether the transfer
of net assets from the foreign subsidiaries to the U.S. parent company was restricted to the extent that you should provide “Schedule I – Condensed Financial Information of Registrant” in your Form 10-K. Refer to Rules 5-04 and 12-04
of Regulation S-X.

 Response:

We considered whether the transfer of net assets from the foreign subsidiaries to the U.S parent company was restricted to
the extent that 25% of the consolidated company’s net assets were unavailable to be transferred to the parent company without the consent of a third-party, requiring the inclusion of “Schedule I – Condensed Financial Information of
Registrant.” We noted that there are no restrictions on the transfer of cash to the parent company that would prevent any of our wholly owned subsidiaries from making such a transfer. In addition, we analyzed the total net assets of our
non-wholly owned subsidiaries, noting that they accounted for significantly less than 25% of the consolidated net assets threshold, and therefore any restrictions on those entities would not meet the disclosure requirements under Regulation S-X. As
such, the inclusion of “Schedule I – Condensed Financial Information of Registrant” is not required.

 Cash
and Cash Equivalents, page 49

 4.

 It appears from your disclosure on page 28 that the cash held in your foreign consolidated subsidiaries is significant and that it may not be
available to be used for certain financing activities such as repayment of short term debt or to repurchase common stock. If so, please disclose the cash amounts which are not freely transferable to the Parent in your notes to the financial
statements. We refer you to Rule 5-02.1 of Regulation S-X.

7

 2011 Form 10-K, page 24-25.

 5

 Andrew D. Mew, Accounting Branch Chief

United States Securities and Exchange Commission

 February 29, 2012

 Response:

The lack of availability of the cash and short-term investments held by our foreign consolidated subsidiaries discussed
on page 28 in Management’s Discussion and Analysis is not the result of restrictions within the meaning of Rule 5-02. That lack of availability relates to our current plans to utilize these funds for expansion in our international locations, as
well as the absence of a need for the funds within the U.S. (due to our strong cash position domestically). To clarify this distinction, in future filings we will revise the discussion on page 28 by removing the sentence “Cash and cash
equivalents and short-term investments held by these consolidated subsidiaries and other entities may not be available to be used for certain financing activities such as the repayment of short-term debt or to repurchase common stock.” We will
replace that sentence with a new disclosure to the following effect:

 The Company has no current plans to
repatriate the cash and cash equivalents and short-term investments held by these subsidiaries. Given our belief that our current U.S. cash position is sufficient to meet our U.S. requirements, and our intention to use subsidiary funds to expand
operations within the international jurisdictions where the cash is currently held, the repatriation of these funds should not occur in the foreseeable future. As such, we currently consider these funds to be indefinitely reinvested.

Derivatives, page 55

 5.

 We note you enter into derivative contracts to mitigate the cost of energy used for your warehouses and other facilities, and you state you are
applying the normal purchase and normal sales exception and therefore you are not recording mark-to-market adjustments at each reporting period end. Please provide us your accounting analysis supporting the election of the normal purchase and normal
sales exception for your derivative contracts entered into to mitigate your warehouse energy costs. Refer to ASC 815-10-15-27 through 29.

 Response:

 We concluded that our electricity and natural gas
contracts qualify for the normal purchases and normal sales exception under ASC 815-10-15-22 to -51. The Staff specifically referenced ASC 815-10-15-27 to -29, which outline one of the four elements necessary to qualify for this exception;
specifically, that the contract terms are consistent with the terms of the entity’s normal purchase, that is, the quantity purchased must be reasonable in relation to the entity’s business needs.

Our utility and natural gas contracts are evaluated for compliance with the normal purchases and normal sales exception
as they are executed.

 6

 Andrew D. Mew, Accounting Branch Chief

United States Securities and Exchange Commission

 February 29, 2012

 These contracts provide for the purchase of energy units necessary to
directly support only the operation of specified warehouses. Additionally, the contract terms explicitly prohibit resale to another party. Energy quantities explicitly stated in these contracts are based upon management’s best estimate of
future energy consumption requirements using the respective warehouses’ historical energy usage data, typically the past two to three years.

 Based upon the information provided above, we concluded that these contracts meet the normal purchases and norm