Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.81M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 73K
3: EX-4.8 Instrument Defining the Rights of Security Holders HTML 32K
4: EX-21.1 Subsidiaries List HTML 26K
5: EX-23.1 Consent of Expert or Counsel HTML 23K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
13: R1 Cover HTML 87K
14: R2 Audit Information HTML 28K
15: R3 Consolidated Statements Of Income HTML 106K
16: R4 Consolidated Statements Of Comprehensive Income HTML 49K
17: R5 Consolidated Balance Sheets HTML 144K
18: R6 Consolidated Balance Sheets (Parenthetical) HTML 40K
19: R7 Consolidated Statements of Equity HTML 89K
20: R8 Consolidated Statements Of Cash Flows HTML 115K
21: R9 Summary of Significant Accounting Policies HTML 106K
22: R10 Investments HTML 54K
23: R11 Fair Value Measurement HTML 37K
24: R12 Debt HTML 50K
25: R13 Leases HTML 84K
26: R14 Stockholders' Equity HTML 37K
27: R15 Stock-Based Compensation Plans HTML 46K
28: R16 Income Taxes HTML 105K
29: R17 Net Income per Common and Common Equivalent Share HTML 34K
30: R18 Commitment and Contingencies HTML 45K
31: R19 Segment Reporting HTML 77K
32: R20 Summary of Significant Accounting Policies HTML 164K
(Policies)
33: R21 Summary of Significant Accounting Policies HTML 64K
(Tables)
34: R22 Investments (Tables) HTML 54K
35: R23 Fair Value Measurement (Tables) HTML 34K
36: R24 Debt (Tables) HTML 45K
37: R25 Leases (Tables) HTML 90K
38: R26 Stockholders' Equity (Tables) HTML 30K
39: R27 Stock-Based Compensation Plans (Tables) HTML 42K
40: R28 Income Taxes (Tables) HTML 106K
41: R29 Net Income per Common and Common Equivalent Share HTML 33K
Net Income per Common and Common Equivalent Share
(Tables)
42: R30 Segment Reporting (Tables) HTML 75K
43: R31 Accounting Policies - Additional Information HTML 48K
(Details)
44: R32 Accounting Policies - Basis of Presentation HTML 29K
(Details)
45: R33 Accounting Policies - Cash and Cash Equivalents HTML 27K
(Details)
46: R34 Accounting Policies - Merchandise Inventories HTML 37K
(Details)
47: R35 Accounting Policies - Property and Equipment, Net HTML 53K
(Details)
48: R36 Accounting Policies - Goodwill and Acquired HTML 42K
Intangible Assets (Details)
49: R37 Accounting Policies - Insurance/Self-Insurance HTML 26K
Liabilities (Details)
50: R38 Accounting Policies - Derivatives (Details) HTML 26K
51: R39 Accounting Policies - Foreign Currency (Details) HTML 25K
52: R40 Accounting Policies - Revenue Recognition HTML 27K
(Details)
53: R41 Accounting Policies - Retirement Plans (Details) HTML 27K
54: R42 Accounting Policies - Stock-Based Compensation HTML 27K
(Details)
55: R43 Investments - Available for Sale and Held to HTML 46K
Maturity Investments (Details)
56: R44 Investments - Maturities of Available for Sale and HTML 59K
Held to Maturity Securities (Details)
57: R45 Fair Value Measurement - Fair Value of Financial HTML 46K
Assets and Financial Liabilities Measured on
Recurring Basis (Details)
58: R46 Debt, Schedule Of Short-Term Debt (Details) HTML 27K
59: R47 Debt, Schedule of Long-Term Debt (Details) HTML 29K
60: R48 Debt, Carrying Value of Long-Term Debt (Details) HTML 54K
61: R49 Debt, Schedule Of Long-Term Debt Maturities HTML 40K
(Details)
62: R50 Leases, Supplemental Balance Sheet Information HTML 54K
(Details)
63: R51 Leases, Components of Lease Expense (Details) HTML 35K
64: R52 Leases, Supplemental Cash Flow Information HTML 35K
(Details)
65: R53 Leases, Future Minimum Payments (Details) HTML 67K
66: R54 Stockholders' Equity - Additional Information HTML 33K
(Details)
67: R55 Stockholders' Equity (Stock Repurchased During HTML 35K
Period) (Details)
68: R56 Stock-Based Compensation Plans - Additional HTML 65K
Information (Details)
69: R57 Stock-Based Compensation Plans - Summary of RSU HTML 47K
Transactions (Details)
70: R58 Stock-Based Compensation Plans - Summary of HTML 27K
Stock-Based Compensation Expense (Details)
71: R59 Income Taxes (Income Before Income Taxes) HTML 33K
(Details)
72: R60 Income Taxes (Schedule of Foreign And Domestic HTML 54K
Income Taxes) (Details)
73: R61 Income Taxes (Reconciliation Between Statutory And HTML 60K
Effective Rates) (Details)
74: R62 Income Taxes (Components of Deferred Tax Assets HTML 67K
And Liabilities) (Details)
75: R63 Income Taxes (Gross Unrecognized Tax Benefits) HTML 39K
(Details)
76: R64 Net Income per Common and Common Equivalent Share HTML 44K
- Schedule of Earnings per Share Effect on Net
Income and Weighted Averegae Number of Dilutive
Potential Common Stock (Details)
77: R65 Segment Reporting Information by Segment (Details) HTML 65K
78: R66 Segment Reporting Information by Item Category HTML 39K
(Details)
81: XML IDEA XML File -- Filing Summary XML 147K
79: XML XBRL Instance -- cost-20220828_htm XML 1.93M
80: EXCEL IDEA Workbook of Financial Reports XLSX 146K
9: EX-101.CAL XBRL Calculations -- cost-20220828_cal XML 207K
10: EX-101.DEF XBRL Definitions -- cost-20220828_def XML 397K
11: EX-101.LAB XBRL Labels -- cost-20220828_lab XML 1.57M
12: EX-101.PRE XBRL Presentations -- cost-20220828_pre XML 902K
8: EX-101.SCH XBRL Schema -- cost-20220828 XSD 137K
82: JSON XBRL Instance as JSON Data -- MetaLinks 422± 638K
83: ZIP XBRL Zipped Folder -- 0000909832-22-000021-xbrl Zip 524K
‘EX-4.8’ — Instrument Defining the Rights of Security Holders
The following description of the Company’s common stock is based upon the Company’s Articles
of Incorporation, as amended (“Articles”), the Company’s Bylaws, as amended (“Bylaws”), and applicable provisions of law. We have summarized certain portions of our Articles and Bylaws below. This summary is not complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our Articles and Bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.8 is a part.
Our
authorized capital stock consists of 900,000,000 shares of common stock, $0.005 par value per share, and 100,000,000 shares of undesignated preferred stock, $0.005 par value per share.
Common Stock
Dividend Rights. Subject to the prior or preferential rights of holders of our preferred stock outstanding at the time, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our Board of Directors out of legally available funds.
Voting Rights. Each share of our common stock entitles its holder to one vote on all matters voted on by the shareholders, including the election of directors. We have not provided for cumulative voting for the election of directors in our Articles.
Right to Receive Liquidation
Distributions. Subject to the prior or preferential rights of holders of our preferred stock outstanding at the time, in the event of our liquidation, dissolution, or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders.
Rights and Preferences. Holders of our common stock have no preemptive or conversion rights, and there are no redemption or sinking fund provisions applicable to our common stock.
Preferred Stock
Our Board of Directors has the authority, without further action by our shareholders, to issue up to 100,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, and restrictions thereof. These rights, preferences, and privileges could include dividend
rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock by us could have the effect of delaying, deferring, or preventing a change in control of our company or other corporate action. No shares of preferred stock are outstanding, and we have no present plan to issue any shares of preferred stock.
Anti-Takeover
Provisions
Washington Anti-Takeover Law
Washington law imposes restrictions on some transactions between a corporation and significant shareholders. Chapter 23B.19 of the Washington Business Corporation Act generally prohibits a target corporation from engaging in specified “significant business transactions” with an “acquiring person.” This statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage unsolicited attempts to acquire us. An “acquiring person” is generally defined as a person or group of persons that beneficially owns the voting shares entitled to cast votes comprising 10% or more of the voting power of the target corporation. The target corporation may not engage in “significant business transactions,” as defined in Chapter 23B.19, for a
period of five years after the date of the transaction in which the person became an acquiring person, unless (1) the significant business transaction or the acquiring person’s purchase of shares was approved by a majority of the members of the target corporation’s board of directors prior to the share acquisition causing the person to become an “acquiring person,” or (2) the significant business transaction was both approved by the majority of the members of the target corporation’s board and authorized at a shareholder meeting by at least two-thirds of the votes entitled to be cast by the outstanding voting shares (excluding the acquiring person’s shares or shares over which the acquiring person has voting control) at or subsequent to the acquiring person’s share acquisition. “Significant business transactions” include, among other things:
•a merger or share exchange with, disposition
of assets to, or issuance or redemption of stock to or from, the acquiring person;
•a termination of 5% or more of the employees of the target corporation employed in the State of Washington as a result of the acquiring person’s acquisition of 10% or more of the shares, whether at one time or over the five-year period following the share acquisition;
•a transaction in which the acquiring person is allowed to receive a disproportionate benefit as a shareholder; or
•liquidating or dissolving the target corporation.
After the five-year period, a “significant business transaction” may occur, as long as it complies with
“fair price” provisions specified in the statute or is approved at a meeting of shareholders by a majority of the votes entitled to be counted within each voting group entitled to vote separately on the transaction, not counting the votes of shares as to which the acquiring person has beneficial ownership or voting control. A corporation may not “opt out” of this statute.
Our Articles and Bylaws include a number of provisions that may have the effect of deterring takeovers or delaying or preventing changes in control or changes in our management
that a shareholder might deem to be in the shareholder’s best interest. These provisions include the following:
•our Board of Directors may issue up to 100,000,000 shares of preferred stock, with any rights or preferences as it may designate;
- 2 -
•our Articles and Bylaws provide that (1) until the declassification of our Board of Directors implemented by amendments to our Articles and Bylaws that became effective in January 2019 is fully phased in beginning
with our 2022 annual meeting of shareholders, the current three-year terms of certain of our directors will remain in effect until their current terms expire, and (2) only our Board of Directors may change the size of our Board of Directors, which provisions together generally make it more difficult for shareholders to replace a majority of our Board of Directors;
•Washington law, our Articles and Bylaws limit the ability of shareholders from acting by written consent by requiring unanimous written consent for shareholder action to be effective;
•our Articles and Bylaws limit who may call
a special meeting of shareholders to only our Board of Directors, Chairman, President, any Executive Vice President or the Secretary or shareholders owning an aggregate at least 10% of all votes entitled to be cast;
•our Bylaws provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide timely advance written notice to us in writing, and specify requirements as to the form and content of a shareholder’s notice, which may preclude shareholders from bringing matters before a meeting of shareholders or from making nominations for directors at a meeting of shareholders; and
•our
Articles do not provide for cumulative voting for our directors, which may make it more difficult for shareholders owning less than a majority of our capital stock to elect any members to our Board of Directors.
