8-K

EXPEDITORS INTERNATIONAL OF WASHINGTON INC (EXPD)

8-K 2024-02-20 For: 2024-02-20
View Original
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): February 20, 2024

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.)
1015 Third Avenue
Seattle, Washington 98104
(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 February 20, 2024, Expeditors International of Washington, Inc., a Washington corporation, issued a press release announcing December 31, 2023 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 February 20, 2024 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: February 20, 2024 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.
1015 Third Avenue
Seattle, Washington 98104
CONTACTS:
Jeffrey S. Musser Bradley S. Powell Geoffrey Buscher
President and Chief Executive Officer Senior Vice President and Chief Financial Officer Director - Investor Relations
(206) 674-3433 (206) 674-3412 (206) 892-4510

FOR IMMEDIATE RELEASE

EXPEDITORS REPORTS FOURTH QUARTER 2023 EPS OF $1.09

SEATTLE, WASHINGTON - February 20, 2024, Expeditors International of Washington, Inc. (NYSE:EXPD) today announced fourth quarter 2023 financial results including the following highlights compared to the same quarter of 2022:

• Diluted Net Earnings Attributable to Shareholders per share (EPS1) decreased 21% to $1.09

• Net Earnings Attributable to Shareholders decreased 28% to $159 million

• Operating Income decreased 40% to $199 million

• Revenues decreased 34% to $2.3 billion

• Airfreight tonnage volume decreased 3% and ocean container volume decreased 10%

“While ocean and air markets have been recovering from the massive disruptions brought on by the global Covid-19 pandemic, we continue to face further market uncertainty due to the current conflicts in the Middle East and on the Red Sea,” said Jeffrey S. Musser, President and Chief Executive Officer. “Further, volumes and capacity have remained uncertain due to additional capacity recently brought into the marketplace, while shippers have cautiously sought to avoid overextending their inventory levels. These factors created an environment where rates, which had fallen fairly significantly from the pandemic period, stabilized in ocean and, in the case of air, increased in the fourth quarter of 2023. If I had to use one key word to describe the fourth quarter and all of 2023, it would be ‘uncertainty.’

“As a company we have continued to remain focused on bringing expenses in line with revenue, as shown by headcount reductions. Compensation remains our second largest expenditure behind freight costs and is the area where we know we can have the largest impact from the standpoint of controlling expenses. We also know that there is more work that we can and will do to control expenses moving forward.

“We should again caution that our business is service-based, and we rely on highly skilled individuals to support our customers. History tells us that global trade operates in cycles and that we have periods when global volumes decline, as well as periods when global volumes grow. We’ve seen a year of declines in 2023, but we need to work hard to ensure that we have the right level of staffing to handle market increases and our expected growth in market share as we move forward. Managing expenses is an important role of any leadership team, but cutting expenses is only one part of effective management. Equally important is the expectation that management will grow the business. We remain committed to both.”

_______________________

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, “Despite reducing headcount in each quarter of 2023 and bringing costs down both sequentially and year-over-year, expenses are still high when compared to our efficiency target and we are working to bring expenses down further. Even though compensation, our largest and most variable expense, is 20% lower than the same quarter a year ago, just about everything else is more expensive. We are not as efficient as we need to be for the current environment of excess capacity, weak demand, soft rates, and economic uncertainty. We continue to be focused on further aligning headcount and overhead expenses with lower levels of transactions and volumes. At the same time, we recognize the need to be prepared when tonnage and volumes eventually begin to trend upward in a rate environment that is less volatile.”

Mr. Powell noted that the Company generated $1.1 billion in cash flow from operations in 2023 and returned $1.6 billion to shareholders in share repurchases and dividends.

Expeditors is a global logistics company headquartered in Seattle, Washington. The Company employs trained professionals in 176 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 uncertainty in the ocean and air markets, including uncertainty due to conflicts in the Middle East and Red Sea; new capacity in the marketplace; cautious shipper demand and variable rate stability. Future financial performance could differ materially because of factors such as: our ability to reduce headcount and to control expenses and bring them in line with revenue; that volumes and tonnage will increase and that we will be able to grow in market share; that management is able to grow the business; that we are able to improve our efficiency; 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. The normalizing of the supply chain at the end of the pandemic, along with 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 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, 2022 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.

_______________________

1Diluted earnings attributable to shareholders per share.

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

Expeditors International of Washington, Inc.

Fourth quarter 2023 Earnings Release, February 20, 2024

Financial Highlights for the three and twelve months ended December 31, 2023 and 2022 (Unaudited)

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

Three months ended December 31, Twelve months ended December 31,
2023 2022 % Change 2023 2022 % Change
Revenues $ 2,277,768 $ 3,441,528 (34)% $ 9,300,110 $ 17,071,284 (46)%
Directly related cost of transportation and other expenses 1 $ 1,513,604 $ 2,425,565 (38)% $ 6,054,000 $ 12,576,897 (52)%
Salaries and other operating expenses 2 $ 564,766 $ 686,257 (18)% $ 2,306,177 $ 2,670,016 (14)%
Operating income $ 199,398 $ 329,706 (40)% $ 939,933 $ 1,824,371 (48)%
Net earnings attributable to shareholders $ 158,719 $ 219,276 (28)% $ 752,883 $ 1,357,399 (45)%
Diluted earnings attributable to shareholders per share $ 1.09 $ 1.38 (21)% $ 5.01 $ 8.26 (39)%
Basic earnings attributable to shareholders per share $ 1.09 $ 1.39 (22)% $ 5.05 $ 8.33 (39)%
Diluted weighted average shares outstanding 145,891 158,535 150,186 164,427
Basic weighted average shares outstanding 144,979 157,269 149,141 163,010

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 twelve months ended December 31, 2023, we repurchased 1.6 million and 12.1 million shares of common stock at an average price of $119.22 and $114.68 per share, respectively. During the three and twelve months ended December 31, 2022, we repurchased 5.0 million and 14.5 million shares of common stock at an average price of $112.76 and $108.88 per share, respectively. On February 19, 2024 the Board of Directors amended the Discretionary Stock Repurchase Plan to further authorize share repurchases down to 130 million shares of common stock. This authorization has no expiration date. In addition, during 2023 and 2022, we paid cash dividends of $1.38 and $1.34 per share, respectively.

Employee Full-time Equivalents as of December 31,
2023 2022
North America 6,864 7,778
Europe 3,791 4,228
North Asia 2,260 2,448
South Asia 1,693 1,851
Middle East, Africa and India 1,428 1,540
Latin America 750 859
Information Systems 1,259 1,173
Corporate 407 425
Total 18,452 20,302
Fourth quarter year-over-year <br>percentage (decrease) increase in:
--- --- ---
Airfreight<br>kilos Ocean freight<br>FEU
2023
October (6)% (12)%
November (6)% (10)%
December 3% (7)%
Quarter (3)% (10)%

Investors may submit written questions via e-mail to: investor@expeditors.com. Questions received by the end of business on February 23, 2024 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, 2022
Assets:
Current Assets:
Cash and cash equivalents 1,512,883 $ 2,034,131
Accounts receivable, less allowance for credit loss of 6,550 and 9,466 at December 31, 2023 and 2022, respectively 1,532,599 2,107,645
Deferred contract costs 218,807 257,545
Other 170,907 118,696
Total current assets 3,435,196 4,518,017
Property and equipment, net 479,225 501,916
Operating lease right-of-use assets 516,280 507,503
Goodwill 7,927 7,927
Deferred federal and state income taxes, net 63,690 37,449
Other assets, net 21,491 17,622
Total assets 4,523,809 $ 5,590,434
Liabilities:
Current Liabilities:
Accounts payable 860,856 $ 1,108,996
Accrued expenses, primarily salaries and related costs 447,336 479,262
Contract liabilities 280,909 323,101
Current portion of operating lease liabilities 99,749 95,621
Federal, state and foreign income taxes 15,562 47,075
Total current liabilities 1,704,412 2,054,055
Noncurrent portion of operating lease liabilities 427,984 422,844
Commitments and contingencies
Shareholders’ Equity:
Preferred stock, none issued
Common stock, par value 0.01 per share. Issued and outstanding: 143,866 shares and 154,313 shares at December 31, 2023 and 2022, respectively 1,439 1,543
Additional paid-in capital 139
Retained earnings 2,580,968 3,310,892
Accumulated other comprehensive loss (192,057 ) (202,553 )
Total shareholders’ equity 2,390,350 3,110,021
Noncontrolling interest 1,063 3,514
Total equity 2,391,413 3,113,535
Total liabilities and equity 4,523,809 $ 5,590,434

All values are in US Dollars.

20-February-2024 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 December 31, Twelve months ended December 31,
2023 2022 2023 2022
Revenues:
Airfreight services $ 866,122 $ 1,204,810 $ 3,246,527 $ 5,886,886
Ocean freight and ocean services 511,854 1,124,088 2,363,243 6,544,559
Customs brokerage and other services 899,792 1,112,630 3,690,340 4,639,839
Total revenues 2,277,768 3,441,528 9,300,110 17,071,284
Operating Expenses:
Airfreight services 639,725 899,865 2,347,293 4,359,726
Ocean freight and ocean services 357,788 842,103 1,634,947 5,188,066
Customs brokerage and other services 516,091 683,597 2,071,760 3,029,105
Salaries and related 409,605 509,884 1,700,516 2,056,387
Rent and occupancy 58,134 54,291 232,358 209,532
Depreciation and amortization 21,386 14,922 67,760 57,338
Selling and promotion 9,066 8,119 27,913 24,293
Other 66,575 99,041 277,630 322,466
Total operating expenses 2,078,370 3,111,822 8,360,177 15,246,913
Operating income 199,398 329,706 939,933 1,824,371
Other Income (Expense):
Interest income 16,728 13,107 70,451 25,554
Interest expense (159 ) (22,245 ) (4,800 ) (23,277 )
Other, net 409 480 9,444 9,243
Other income (expense), net 16,978 (8,658 ) 75,095 11,520
Earnings before income taxes 216,376 321,048 1,015,028 1,835,891
Income tax expense 57,231 106,311 263,249 475,286
Net earnings 159,145 214,737 751,779 1,360,605
Less net earnings (losses) attributable to the noncontrolling<br>   interest 426 (4,539 ) (1,104 ) 3,206
Net earnings attributable to shareholders $ 158,719 $ 219,276 $ 752,883 $ 1,357,399
Diluted earnings attributable to shareholders per share $ 1.09 $ 1.38 $ 5.01 $ 8.26
Basic earnings attributable to shareholders per share $ 1.09 $ 1.39 $ 5.05 $ 8.33
Weighted average diluted shares outstanding 145,891 158,535 150,186 164,427
Weighted average basic shares outstanding 144,979 157,269 149,141 163,010
20-February-2024 Expeditors International of Washington, Inc. Page 5 of 7
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended December 31, Twelve months ended December 31,
2023 2022 2023 2022
Operating Activities:
Net earnings $ 159,145 $ 214,737 $ 751,779 $ 1,360,605
Adjustments to reconcile net earnings to net cash from operating activities:
Provisions for losses on accounts receivable 1,627 1,133 3,943 11,050
Deferred income tax benefit (14,974 ) (18,312 ) (22,916 ) (33,240 )
Stock compensation expense 11,437 13,101 58,399 64,397
Depreciation and amortization 21,386 14,922 67,760 57,338
Other, net 2,065 1,108 8,461 1,252
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (55,481 ) 711,977 573,724 1,592,341
Increase (decrease) in accounts payable and accrued expenses 11,645 (454,221 ) (300,345 ) (798,123 )
Decrease in deferred contract costs 8,082 277,805 36,952 714,960
Decrease in contract liabilities (6,527 ) (309,530 ) (40,076 ) (798,356 )
Increase (decrease) in income taxes payable, net 20,445 23,439 (77,298 ) (55,129 )
(Increase) decrease in other, net (497 ) 10,540 (7,192 ) 12,580
Net cash from operating activities 158,353 486,699 1,053,191 2,129,675
Investing Activities:
Purchase of property and equipment (10,714 ) (18,326 ) (39,314 ) (86,824 )
Other, net 90 (245 ) (119 ) (890 )
Net cash from investing activities (10,624 ) (18,571 ) (39,433 ) (87,714 )
Financing Activities:
Payments on borrowing on lines of credit (4,507 ) (688 ) (38,143 ) (30,289 )
Proceeds from borrowing on lines of credit 5,246 25,211 32,199 81,756
Proceeds from issuance of common stock 4,584 7,662 84,889 80,980
Repurchases of common stock (193,592 ) (563,802 ) (1,392,886 ) (1,581,908 )
Dividends Paid (99,766 ) (103,971 ) (202,029 ) (213,799 )
Payments for taxes related to net share settlement of equity awards (5 ) (2 ) (19,506 ) (19,335 )
Distributions to noncontrolling interest (1,089 ) (1,402 ) (1,089 ) (1,945 )
Net cash from financing activities (289,129 ) (636,992 ) (1,536,565 ) (1,684,540 )
Effect of exchange rate changes on cash and cash equivalents 14,855 48,461 1,559 (51,982 )
Change in cash and cash equivalents (126,545 ) (120,403 ) (521,248 ) 305,439
Cash and cash equivalents at beginning of period 1,639,428 2,154,534 2,034,131 1,728,692
Cash and cash equivalents at end of period $ 1,512,883 $ 2,034,131 $ 1,512,883 $ 2,034,131
Taxes Paid:
Income taxes $ 50,321 $ 100,822 $ 356,380 $ 566,533
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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 December 31, 2023:
Revenues $ 775,382 109,933 45,350 573,020 234,260 118,670 (1,187 ) 2,277,768
Directly related cost of transportation and other expenses1 $ 422,015 68,096 27,237 461,029 175,214 84,391 (539 ) 1,513,604
Salaries and other operating expenses2 $ 252,715 34,345 17,423 67,098 42,786 30,707 (639 ) 564,766
Operating income (loss) $ 100,652 7,492 690 44,893 16,260 3,572 (9 ) 199,398
Identifiable assets at period end $ 2,595,576 174,509 109,380 449,529 237,470 256,199 (20,113 ) 4,523,809
Capital expenditures $ 8,016 315 82 424 227 508 10,714
Depreciation and amortization $ 15,401 475 281 1,106 460 787 21,386
Equity $ 1,774,874 19,222 54,581 158,329 103,573 154,038 (40,345 ) 2,391,413
For the three months ended December 31, 2022:
Revenues $ 1,118,262 127,442 65,821 969,266 367,679 194,342 (1,231 ) 3,441,528
Directly related cost of transportation and other expenses1 $ 639,804 80,052 41,480 799,583 288,014 144,377 (580 ) 2,425,565
Salaries and other operating expenses2 $ (18,767 ) 101,864 29,523 178,038 117,024 39,588 (640 ) 686,257
Operating income3 $ 497,225 (54,474 ) (5,182 ) (8,355 ) (37,359 ) ) 10,377 (11 ) 329,706
Identifiable assets at period end $ 3,070,697 209,516 123,003 675,022 316,777 283,872 (27,113 ) 5,590,434
Capital expenditures $ 11,262 282 232 1,098 391 536 18,326
Depreciation and amortization $ 9,433 454 280 1,069 472 687 14,922
Equity $ 2,246,417 31,132 56,416 274,703 136,944 145,269 (40,624 ) 3,113,535

All values are in Euros.

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 twelve months ended December 31, 2023:
Revenues $ 3,311,327 436,331 197,344 2,180,808 865,261 505,194 (4,779 ) 9,300,110
Directly related cost of transportation and other expenses1 $ 1,809,526 270,080 117,376 1,700,025 612,606 345,873 (2,239 ) 6,054,000
Salaries and other operating expenses2 $ 1,037,997 143,237 69,595 273,074 175,770 115,710 (2,541 ) 2,306,177
Operating income $ 463,804 23,014 10,373 207,709 76,885 43,611 1 939,933
Identifiable assets at period end $ 2,595,576 174,509 109,380 449,529 237,470 256,199 (20,113 ) 4,523,809
Capital expenditures $ 23,845 1,247 442 1,534 971 3,445 39,314
Depreciation and amortization $ 44,039 1,879 1,123 4,597 1,940 2,869 67,760
Equity $ 1,774,874 19,222 54,581 158,329 103,573 154,038 (40,345 ) 2,391,413
For the twelve months ended December 31, 2022:
Revenues $ 4,869,364 517,662 257,721 5,810,088 2,144,034 1,005,489 (4,530 ) 17,071,284
Directly related cost of transportation and other expenses1 $ 2,943,232 310,206 160,273 4,853,902 1,751,187 791,887 (1,892 ) 12,576,897
Salaries and other operating expenses2 $ 944,050 188,192 72,177 504,805 238,658 151,069 (2,533 ) 2,670,016
Operating income $ 982,082 19,264 25,271 451,381 154,189 62,533 (105 ) 1,824,371
Identifiable assets at period end $ 3,070,697 209,516 123,003 675,022 316,777 283,872 (27,113 ) 5,590,434
Capital expenditures $ 56,411 2,954 937 2,976 1,543 4,135 86,824
Depreciation and amortization $ 35,461 1,892 1,123 4,682 1,966 2,574 57,338
Equity $ 2,246,417 31,132 56,416 274,703 136,944 145,269 (40,624 ) 3,113,535

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.

2 Salaries 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.

3 In 2022, certain intercompany fees were billed to our subsidiaries in the 4th quarter covering the entirety of 2022. This resulted in fourth quarter operating losses or reduced operating income for some of our business segments when compared to the current year where these amounts were billed monthly.

20-February-2024 Expeditors International of Washington, Inc. Page 7 of 7