8-K

EXPEDITORS INTERNATIONAL OF WASHINGTON INC (EXPD)

8-K 2025-08-05 For: 2025-08-05
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Added on April 08, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 05, 2025

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of Registrant as Specified in Its Charter)

Washington 001-41871 91-1069248
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
Sterling Plaza 2<br><br>3rd Floor<br><br>3545 Factoria Blvd SE
Bellevue, Washington 98006
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 206 674-3400
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share EXPD New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2025, Expeditors International of Washington, Inc., a Washington corporation, issued a press release announcing second quarter 2025 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) The following items are filed as exhibits to this report:

99.1 Press release, dated August 5, 2025 issued by Expeditors International of Washington, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
Date: August 5, 2025 By: /S/ Bradley S. Powell
Bradley S. Powell, Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

img147555614_0.jpg

EARNINGS RELEASE

By: Expeditors International of Washington, Inc.
Sterling Plaza 2, 3rd Floor<br>3545 Factoria Blvd. SE<br><br>Bellevue, Washington 98006
CONTACTS:
Daniel R. Wall Bradley S. Powell Geoffrey Buscher
President and Chief Executive Officer Senior Vice President and Chief Financial Officer Director - Investor Relations
(206) 674-3455 (206) 674-3412 (206) 892-4510

FOR IMMEDIATE RELEASE

EXPEDITORS REPORTS SECOND QUARTER 2025 EPS OF $1.34

BELLEVUE, WASHINGTON - August 5, 2025, Expeditors International of Washington, Inc. (NYSE:EXPD) today announced second quarter 2025 financial results including the following comparisons to the same quarter of 2024:

  • Diluted Net Earnings Attributable to Shareholders per share (EPS1) increased 8% to $1.34
  • Net Earnings Attributable to Shareholders increased 5% to $184 million
  • Operating Income increased 11% to $248 million
  • Revenues increased 9% to $2.7 billion
  • Airfreight tonnage increased 7% and ocean container volume increased 7%
  • Cash returned to shareholders in the form of dividends and share repurchases was $335 million

“Throughout the Expeditors global network, we are seeing the positive impact of our strategic initiatives to maximize operational excellence,” said Daniel R. Wall, President and Chief Executive Officer. “Our focus on growth and execution puts us in a strong position to quickly adapt to this highly unpredictable environment. We are working with each of our regions and districts to increase efficiency and further optimize customer service to drive organic growth and boost profitability.

“We continued to grow all of our businesses during another quarter in which on-and-off tariffs and geopolitical uncertainty prompted many of our customers to re-evaluate their supply chains in anticipation of higher tariffs. Average buy and sell rates, for both air and ocean, remained highly volatile. We once again processed a substantial increase in customs clearances requiring greater skill as they have become more complex, while also growing air tonnage and ocean volumes.

“Our airfreight business increased on growth in tonnage and higher rates in most regions, as capacity remained tight despite new government limits on de minimis shipments, and particularly as customers sought to ship technology and other high-value inventory ahead of trade deadlines. Our ocean business also grew largely on increased volumes, particularly exports out of South Asia, as customers relocated sourcing to that region and moved freight in advance of extended tariff deadlines. Ocean rates softened throughout the quarter, with demand unable to match increased ocean capacity. Our other businesses within the customs brokerage segment, including road freight and warehousing and distribution, also grew on strong volumes and new business, as we worked with a mix of current and new customers to navigate the unpredictable and changing state of global supply chains.

“Looking ahead, we continue to expect the freight environment to remain unpredictable. Our resilience comes from the experience and expertise of our global network. Our customers have become accustomed to this unsettled environment and have come to trust that we can help them navigate uncertainty. This has not come without enormous extra effort and diligence from all our employees over the past months, and we are deeply appreciative.”

1Diluted earnings attributable to shareholders per share.

NOTE: See Disclaimer on Forward-Looking Statements in this release.

Bradley S. Powell, Senior Vice President and Chief Financial Officer, added, “We continued to watch expenses closely during the quarter, increasing operating income by 11%. As many costs have increased, we have been careful to limit headcount growth only in support of additional business activity, and to make essential investments to further strengthen our critical information systems.”

Mr. Powell noted that the Company’s second quarter net earnings grew at a lower rate than operating income as our effective tax rate increased from 25.8% a year ago to 28.7% during the most recent quarter, driven by changes in foreign exchange rates and certain non-deductible expenses. Mr. Powell further commented that the Company returned $335 million to shareholders in common stock repurchases and dividends during the second quarter of 2025.

Expeditors is a global logistics company headquartered in Bellevue, Washington. The Company employs trained professionals in 172 district offices and numerous branch locations located on six continents linked into a seamless worldwide network through an integrated information management system. Services include the consolidation or forwarding of air and ocean freight, customs brokerage, vendor consolidation, cargo insurance, time-definite transportation, order management, warehousing and distribution and customized logistics solutions.

Disclaimer on Forward-Looking Statements:

Certain statements contained in this news release are “forward-looking statements,” based on management’s views with respect to future events and underlying assumptions that involve risks and uncertainties. These forward-looking statements include statements regarding inflation; continued changes in air and ocean carrier capacity and the impact on rates; unpredictability in the ocean and air markets; geopolitical uncertainty; national policy changes on tariffs and other similar measures; port actions and other labor disruptions; new capacity in the marketplace; longer ocean transit times; e-commerce demand in the air market; changing de minimis laws; and volatile rates. Future financial performance could differ materially because of factors such as: our ability to produce organic growth and boost profitability as a result of strategic initiatives to maximize operational performance; our ability to continue to process an increasing number of more complex customs clearances; our ability to secure higher air tonnage and ocean volumes; our ability to carefully add headcount and keep other costs in check while continuing to generate efficiency that meets our historical expectations; the alignment of our variable compensation structure with performance; our ability to enhance and bolster our network security; our ability to take market share; our ability to offer cross-border customs expertise; our ability to offer solutions to address the ever shifting tariff changes and customer sourcing decisions; our ability to find solutions to keep cargo moving for our customers during highly uncertain market conditions; our ability to leverage the strength of our carrier relationships; the strength of our non-asset-based operating model; and our ability to remain a strong, healthy, unified and resilient organization. Geopolitical risks, port actions, other labor disruptions, tariffs, the removal of the de minimis exemption, and the current uncertainty in the global economy could have the effect of heightening many of the other risks described in Item 1A of our Annual Report on Form 10-K, including, without limitation, those related to the success of our strategy and desire to maintain historical unitary profitability, our ability to attract and retain customers, our ability to manage costs, interruptions to our information technology systems, the ability of third-party providers to perform, and potential litigation and contingencies, including risks associated with tax audits, as updated by our reports on Form 10-Q, filed with the Securities and Exchange Commission. These and other factors are discussed in the Company’s regulatory filings with the Securities and Exchange Commission, including those in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the Company’s most recent Form 10-Q. The forward-looking statements contained in this news release speak only as of this date and the Company does not assume any obligation to update them except as required by law.

Expeditors International of Washington, Inc.

Second Quarter 2025 Earnings Release, August 5, 2025

Financial Summary for three and six months ended June 30, 2025 and 2024 (Unaudited)

(in 000's of US dollars except share data)

Three months ended June 30, Six months ended June 30,
2025 2024 % Change 2025 2024 % Change
Revenues $ 2,651,885 $ 2,439,001 9% $ 5,318,304 $ 4,645,679 14%
Directly related cost of transportation and other expenses 1 $ 1,753,357 $ 1,639,408 7% $ 3,530,032 $ 3,072,688 15%
Salaries and other operating expenses 2 $ 650,792 $ 575,674 13% $ 1,274,678 $ 1,134,296 12%
Operating income $ 247,736 $ 223,919 11% $ 513,594 $ 438,695 17%
Net earnings attributable to shareholders $ 183,574 $ 175,469 5% $ 387,369 $ 344,621 12%
Diluted earnings attributable to shareholders per share $ 1.34 $ 1.24 8% $ 2.82 $ 2.41 17%
Basic earnings attributable to shareholders per share $ 1.35 $ 1.24 9% $ 2.83 $ 2.43 16%
Diluted weighted average shares outstanding 136,631 141,716 137,537 142,928
Basic weighted average shares outstanding 136,266 141,013 137,045 142,104

1Directly related cost of transportation and other expenses totals Operating Expenses from Airfreight services, Ocean freight and ocean services and Customs brokerage and other services as shown in the Condensed Consolidated Statements of Earnings.

2Salaries and other operating expenses totals Salaries and related, Rent and occupancy, Depreciation and amortization, Selling and promotion and Other as shown in the Condensed Consolidated Statements of Earnings.

During the three and six months ended June 30, 2025 we repurchased 2.0 million and 3.5 million shares of common stock at an average price of $112.05 and $114.31 per share. During the three and six months ended June 30, 2024 we repurchased 0.9 million and 3.9 million shares of common stock at an average price of $116.88 and $119.43 per share.

Employee Full-time Equivalents as of June 30,
2025 2024
North America 7,214 6,847
Europe 4,040 3,812
North Asia 2,306 2,238
South Asia 1,934 1,717
Middle East, Africa and India 1,463 1,391
Latin America 877 754
Information Systems 1,419 1,291
Corporate 413 413
Total 19,666 18,463
Second quarter year-over-year percentage increase in:
--- --- ---
2025 Airfreight<br>kilos Ocean freight<br>FEU
April 9% 12%
May 4% 7%
June 7% 4%
Quarter 7% 7%

Investors may submit written questions via e-mail to: investor@expeditors.com. Questions received by the end of business on August 8, 2025 will be considered in management's 8-K “Responses to Selected Questions.”

___________________________________

NOTE: See Disclaimer on Forward-Looking Statements in this release.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

December 31, 2024
Assets:
Current Assets:
Cash and cash equivalents 1,156,162 $ 1,148,320
Accounts receivable, less allowance for credit loss of    7,575 at June 30, 2025 and 6,878 at December 31, 2024 2,005,094 1,997,840
Deferred contract costs 309,371 349,343
Other 180,949 164,272
Total current assets 3,651,576 3,659,775
Property and equipment, less accumulated depreciation and    amortization 651,685 at June 30, 2025 and 615,533 at December 31, 2024 469,714 449,404
Operating lease right-of-use assets 565,367 551,652
Goodwill 7,927 7,927
Deferred federal and state income taxes, net 75,943 70,671
Other assets, net 15,954 15,029
Total assets 4,786,481 $ 4,754,458
Liabilities:
Current Liabilities:
Accounts payable 1,118,283 $ 1,036,749
Accrued liabilities, primarily salaries and related costs 468,426 451,921
Contract liabilities 385,414 441,927
Current portion of operating lease liabilities 113,626 106,736
Federal, state and foreign income taxes 30,525 29,140
Total current liabilities 2,116,274 2,066,473
Noncurrent portion of operating lease liabilities 472,924 462,201
Shareholders’ Equity:
Common stock, par value 0.01 per share. Issued and outstanding:    135,134 shares at June 30, 2025 and 138,003 shares at December 31, 2024 1,351 1,380
Additional paid-in capital
Retained earnings 2,380,278 2,455,132
Accumulated other comprehensive loss (186,275 ) (233,500 )
Total shareholders’ equity 2,195,354 2,223,012
Noncontrolling interest 1,929 2,772
Total equity 2,197,283 2,225,784
Total liabilities and equity 4,786,481 $ 4,754,458

All values are in US Dollars.

5-August-2025 Expeditors International of Washington, Inc. Page 4 of 7

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(In thousands, except per share data)

(Unaudited)

Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Revenues:
Airfreight services $ 951,787 $ 860,323 $ 1,853,547 $ 1,619,697
Ocean freight and ocean services 675,782 651,675 1,457,447 1,222,461
Customs brokerage and other services 1,024,316 927,003 2,007,310 1,803,521
Total revenues 2,651,885 2,439,001 5,318,304 4,645,679
Operating Expenses:
Airfreight services 698,402 645,168 1,346,896 1,182,759
Ocean freight and ocean services 483,475 478,121 1,057,376 892,104
Customs brokerage and other services 571,480 516,119 1,125,760 997,825
Salaries and related 471,336 426,431 929,273 839,593
Rent and occupancy 65,741 59,597 130,084 120,849
Depreciation and amortization 13,847 14,979 28,451 30,140
Selling and promotion 9,928 7,998 18,502 14,777
Other 89,940 66,669 168,368 128,937
Total operating expenses 2,404,149 2,215,082 4,804,710 4,206,984
Operating income 247,736 223,919 513,594 438,695
Other Income (Expense):
Interest income 9,183 11,904 18,367 26,782
Other, net 1,050 98 1,889 3,626
Other income, net 10,233 12,002 20,256 30,408
Earnings before income taxes 257,969 235,921 533,850 469,103
Income tax expense 74,050 60,770 145,832 123,552
Net earnings 183,919 175,151 388,018 345,551
Less net earnings (losses) attributable to the noncontrolling<br>   interest 345 (318 ) 649 930
Net earnings attributable to shareholders $ 183,574 $ 175,469 $ 387,369 $ 344,621
Diluted earnings attributable to shareholders per share $ 1.34 $ 1.24 $ 2.82 $ 2.41
Basic earnings attributable to shareholders per share $ 1.35 $ 1.24 $ 2.83 $ 2.43
Weighted average diluted shares outstanding 136,631 141,716 137,537 142,928
Weighted average basic shares outstanding 136,266 141,013 137,045 142,104
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Operating Activities:
Net earnings $ 183,919 $ 175,151 $ 388,018 $ 345,551
Adjustments to reconcile net earnings to net cash from operating activities:
Provisions for losses on accounts receivable 1,051 1,644 1,812 2,038
Deferred income tax benefit (7,523 ) (6,917 ) (7,447 ) (4,623 )
Stock compensation expense 27,267 25,704 38,816 38,076
Depreciation and amortization 13,847 14,979 28,451 30,140
Other, net 4,474 1,885 6,765 3,870
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (57,984 ) (286,085 ) 50,165 (346,627 )
Increase in accounts payable and accrued liabilities 61,885 211,692 43,466 295,283
(Increase) decrease in deferred contract costs (21,617 ) (122,258 ) 54,356 (186,320 )
Increase (decrease) in contract liabilities 16,961 135,067 (72,327 ) 204,375
Decrease in income taxes payable, net (44,668 ) (29,854 ) (14,328 ) (7,168 )
Decrease in other, net 1,600 5,761 4,087 9,078
Net cash from operating activities 179,212 126,769 521,834 383,673
Investing Activities:
Purchase of property and equipment (15,875 ) (7,943 ) (29,027 ) (18,124 )
Other, net 24 66 180 163
Net cash from investing activities (15,851 ) (7,877 ) (28,847 ) (17,961 )
Financing Activities:
Proceeds (payments) on borrowings on lines of credit, net 92 1,259 287 (15,983 )
Proceeds from issuance of common stock 5,132 6,449 18,175 14,478
Repurchases of common stock (231,116 ) (102,300 ) (408,470 ) (462,824 )
Dividends paid (104,139 ) (102,638 ) (104,139 ) (102,638 )
Payments for taxes related to net share settlement of equity awards (9,844 ) (10,163 ) (10,353 ) (15,348 )
Distribution to noncontrolling interest (1,346 )
Net cash from financing activities (339,875 ) (207,393 ) (505,846 ) (582,315 )
Effect of exchange rate changes on cash and cash equivalents 14,156 (10,102 ) 20,701 (24,427 )
Change in cash and cash equivalents (162,358 ) (98,603 ) 7,842 (241,030 )
Cash and cash equivalents at beginning of period 1,318,520 1,370,456 1,148,320 1,512,883
Cash and cash equivalents at end of period $ 1,156,162 $ 1,271,853 $ 1,156,162 $ 1,271,853
Taxes Paid:
Income taxes $ 125,277 $ 96,739 $ 165,901 $ 133,603
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Business Segment Information

(In thousands)

(Unaudited

UNITED<br>STATES OTHER<br>NORTH<br>AMERICA LATIN<br>AMERICA NORTH<br>ASIA SOUTH<br>ASIA OPE MIDDLE<br>EAST,<br>AFRICA<br>AND<br>INDIA ELIMI-<br>NATIONS CONSOLI-<br>DATED
For the three months ended June 30, 2025:
Revenues $ 877,325 108,128 66,904 636,785 359,531 155,458 (1,958 ) 2,651,885
Directly related cost of transportation<br>   and other expenses1 $ 454,354 67,428 40,945 507,413 277,355 113,243 (1,259 ) 1,753,357
Salaries and related costs $ 266,018 20,205 11,030 36,686 28,567 19,917 471,336
Other operating expenses2 $ 31,859 16,726 9,745 36,820 28,117 15,015 (704 ) 179,456
Operating income $ 125,094 3,769 5,184 55,866 25,492 7,283 5 247,736
Identifiable assets at period end $ 2,554,090 186,248 105,069 523,858 354,318 286,466 (13,082 ) 4,786,481
Capital expenditures $ 6,146 257 274 4,545 1,189 1,536 15,875
Depreciation and amortization $ 7,896 499 253 1,176 622 610 13,847
Equity $ 1,475,449 57,602 37,810 192,012 119,338 162,159 (38,638 ) 2,197,283
For the three months ended June 30, 2024:
Revenues $ 779,170 110,723 45,314 637,351 287,943 170,349 (1,304 ) 2,439,001
Directly related cost of transportation<br>   and other expenses1 $ 423,102 65,374 24,640 512,146 223,238 128,949 (492 ) 1,639,408
Salaries and related costs $ 238,974 19,976 8,860 35,955 24,463 18,115 426,431
Other operating expenses2 $ 24,701 14,363 5,691 34,807 18,621 12,237 (802 ) 149,243
Operating income $ 92,393 11,010 6,123 54,443 21,621 11,048 (10 ) 223,919
Identifiable assets at period end $ 2,566,053 173,764 93,967 626,892 336,598 284,672 (31,673 ) 4,788,341
Capital expenditures $ 2,948 575 129 355 1,955 887 7,943
Depreciation and amortization $ 9,106 535 278 1,098 419 759 14,979
Equity $ 1,546,936 32,700 41,135 163,913 129,886 153,155 (40,463 ) 2,178,427
UNITED<br>STATES OTHER<br>NORTH<br>AMERICA LATIN<br>AMERICA NORTH<br>ASIA SOUTH<br>ASIA OPE MIDDLE<br>EAST,<br>AFRICA<br>AND<br>INDIA ELIMI-<br>NATIONS CONSOLI-<br>DATED
For the six months ended June 30, 2025:
Revenues $ 1,731,774 224,613 129,293 1,331,793 724,108 308,330 (4,114 ) 5,318,304
Directly related cost of transportation<br>   and other expenses1 $ 906,271 140,621 77,380 1,061,907 558,850 222,091 (2,682 ) 3,530,032
Salaries and related costs $ 524,107 39,797 21,468 77,047 56,639 39,753 929,273
Other operating expenses2 $ 54,407 31,554 19,659 74,566 51,402 30,043 (1,463 ) 345,405
Operating income $ 246,989 12,641 10,786 118,273 57,217 16,443 31 513,594
Identifiable assets at period end $ 2,554,090 186,248 105,069 523,858 354,318 286,466 (13,082 ) 4,786,481
Capital expenditures $ 14,553 483 499 5,050 2,063 3,295 29,027
Depreciation and amortization $ 16,834 996 504 2,232 1,192 1,256 28,451
Equity $ 1,475,449 57,602 37,810 192,012 119,338 162,159 (38,638 ) 2,197,283
For the six months ended June 30, 2024:
Revenues $ 1,530,713 217,573 89,806 1,182,292 515,662 304,455 (2,594 ) 4,645,679
Directly related cost of transportation<br>   and other expenses1 $ 827,051 132,084 49,104 938,620 387,262 222,741 (1,144 ) 3,072,688
Salaries and related costs $ 472,287 38,882 17,707 70,897 47,380 34,780 839,593
Other operating expenses2 $ 47,096 28,541 13,608 67,125 36,616 24,036 (1,460 ) 294,703
Operating income $ 184,279 18,066 9,387 105,650 44,404 22,898 10 438,695
Identifiable assets at period end $ 2,566,053 173,764 93,967 626,892 336,598 284,672 (31,673 ) 4,788,341
Capital expenditures $ 8,476 1,974 282 637 2,099 1,344 18,124
Depreciation and amortization $ 18,126 1,032 567 2,191 967 1,503 30,140
Equity $ 1,546,936 32,700 41,135 163,913 129,886 153,155 (40,463 ) 2,178,427

All values are in Euros.

1 Directly related cost of transportation and other expenses totals Operating Expenses from Airfreight services, Ocean freight and ocean services and Customs brokerage and other services as shown in the Condensed Consolidated Statements of Earnings.

2Other operating expenses totals rent and occupancy, depreciation and amortization, selling and promotion and other as shown in the consolidated statements of earnings.

5-August-2025 Expeditors International of Washington, Inc. Page 7 of 7