8-K

EXPEDITORS INTERNATIONAL OF WASHINGTON INC (EXPD)

8-K 2023-08-08 For: 2023-08-08
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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 08, 2023

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of Registrant as Specified in Its Charter)

Washington 000-13468 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 Nasdaq Global Select Market

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 8, 2023, Expeditors International of Washington, Inc., a Washington corporation, issued a press release announcing June 30, 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 August 8, 2023 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 8, 2023 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 SECOND QUARTER 2023 EPS OF $1.30

SEATTLE, WASHINGTON - August 8, 2023, Expeditors International of Washington, Inc. (NASDAQ:EXPD) today announced second quarter 2023 financial results including the following comparisons to the same quarter of 2022:

• Diluted Net Earnings Attributable to Shareholders per share (EPS1) decreased 43% to $1.30

• Net Earnings Attributable to Shareholders decreased 48% to $197 million

• Operating Income decreased 51% to $248 million

• Revenues decreased 51% to $2.2 billion

• Airfreight tonnage volume decreased 15% and ocean container volume decreased 13%

“The freight marketplace has continued to reset and has reverted closer to pre-pandemic levels of activity,” said Jeffrey S. Musser, President and Chief Executive Officer. “Average buy and sell rates in the second quarter are still above their pre-COVID levels but are falling, and volumes have continued to decline at the same time that air capacity has scaled up and ocean capacity is readily available. Pricing is becoming a more critical determining factor to shippers the further away we get from the severe supply chain disruptions brought on by the pandemic, which impacted revenues this quarter, primarily in our air and ocean businesses. There is now ample and, in some cases, excess capacity in both air and ocean freight, as global supply chain congestion of recent years has effectively disappeared.

"With the return of passenger belly space, total air cargo capacity now exceeds pre-pandemic levels. Driven by robust passenger demand, carriers continue to bring new and idled aircraft back into service, which is coupled with persistent higher utilization of freighter capacity compared to pre-pandemic levels. Despite increased air capacity, shippers face uncertain demand for their products, as consumers remain cautious amidst declines in their purchasing power. In that regard, second-quarter operating conditions were very much a continuation of what we experienced in the immediately prior two quarters.

“Ocean buy and sell rates also have continued to fall significantly for the third consecutive quarter as capacity exceeded demand despite carrier efforts to rationalize the availability of space. Our customs brokerage fees and Transcon revenue also were lower due to declines in volumes.

“Looking forward, we will continue to thoughtfully manage down our headcount and exert other efforts to align our costs with these lower levels of demand. In many ways, current conditions are very much the reverse of what we experienced in the early days of the pandemic, as the current marketplace shifts to a lower gear on increased capacity and falling rates and demand. We do not see those conditions changing meaningfully before the end of the current year. Shippers are cautious, the economy remains uncertain, and carrier capacity does not adequately reflect the current levels of marketplace demand.”

Bradley S. Powell, Senior Vice President and Chief Financial Officer, added, “It is critical that while we keep costs in check, we also prepare ourselves for the future when operating conditions eventually stabilize and demand and volumes begin to recover and grow. While focused on controlling and carefully managing our cash, we still were able

_______________________

1Diluted earnings attributable to shareholders per share.

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

to return $1 billion to shareholders in repurchased stock and dividends paid out during the first six months of the year, and more than $2.1 billion over the past 12 months. While our first priority always is to invest in the growth of our business, we will continue to focus on controlling costs, improving operational efficiencies, and returning capital to investors as we have done for more than 40 years.”

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 our uncertain short-term outlook; a normalized supply chain; increased air capacity due to robust passenger demand; falling rates; declining volumes; sufficient and in some cases excess air and ocean capacity; shipper uncertainty given the current economic outlook; rising inflation and financing costs; and signs of a slowing economy and drop in demand. Future financial performance could differ materially because of factors such as: our ability to thoughtfully manage down our headcount and exert other efforts to align our costs; our ability to predict when operating conditions may eventually stabilize and demand and volumes begin to recover and grow; our ability to leverage the strength of our carrier relationships; the strength of our non-asset-based operating model; our ability to align expenses with revenues and to enhance our productivity; our ability to maintain our existing accounts and gain new business; our ability to invest in our strategic efforts to explore new areas for profitable growth; 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.

Second Quarter 2023 Earnings Release, August 8, 2023

Financial Highlights for the three months ended June 30, 2023 and 2022 (Unaudited)

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

Three months ended June 30, Six months ended June 30,
2023 2022 % Change 2023 2022 % Change
Revenues $ 2,239,752 $ 4,603,312 (51)% $ 4,832,341 $ 9,267,610 (48)%
Directly related cost of transportation and other expenses 1 $ 1,419,183 $ 3,440,948 (59)% $ 3,138,285 $ 6,957,059 (55)%
Salaries and other operating expenses 2 $ 572,072 $ 656,382 (13)% $ 1,169,590 $ 1,342,809 (13)%
Operating income 3 $ 248,497 $ 505,982 (51)% $ 524,466 $ 967,742 (46)%
Net earnings attributable to shareholders $ 196,800 $ 377,805 (48)% $ 422,811 $ 723,914 (42)%
Diluted earnings attributable to shareholders per share $ 1.30 $ 2.27 (43)% $ 2.75 $ 4.31 (36)%
Basic earnings attributable to shareholders per share $ 1.31 $ 2.29 (43)% $ 2.78 $ 4.35 (36)%
Diluted weighted average shares outstanding 151,563 166,474 153,516 167,980
Basic weighted average shares outstanding 150,435 165,092 152,291 166,423

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.

3Operating income in the three and six months ended June 30, 2022 includes $26 million and $88 million in expenses incurred as a result of the Company's global systems downtime and investigation, recovery and remediation efforts caused by a targeted cyber-attack that occurred in the first quarter of 2022. In the three and six months ended June 30, 2023, amounts related to the cyber-attack recorded in Operating Income were insignificant.

During the three and six months ended June 30, 2023, we repurchased 6.0 million and 8.0 million shares of common stock at an average price of $114.61 and $113.23 per share. During the three and six months ended June 30, 2022 we repurchased 5.0 million shares of common stock at an average price of $109.81.

Employee Full-time Equivalents as of
June 30, 2023 December 31, 2022 June 30, 2022
North America 7,154 7,778 7,770
Europe 3,946 4,228 4,099
North Asia 2,340 2,448 2,488
South Asia 1,731 1,851 1,821
Middle East, Africa and India 1,459 1,540 1,533
Latin America 765 859 854
Information Systems 1,242 1,173 1,093
Corporate 416 425 438
Total 19,053 20,302 20,096
Second quarter year-over-year percentage increase (decrease) in:
--- --- ---
2023 Airfreight<br>kilos Ocean freight<br>FEU
April (6)% (15)%
May (16)% (13)%
June (22)% (12)%
Quarter (15)% (13)%

Investors may submit written questions via e-mail to: investor@expeditors.com. Questions received by the end of business on August 11, 2023 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 1,698,587 $ 2,034,131
Accounts receivable, less allowance for credit loss of    5,802 at June 30, 2023 and 9,466 at December 31, 2022 1,423,622 2,107,645
Deferred contract costs 175,723 257,545
Other 184,614 118,696
Total current assets 3,482,546 4,518,017
Property and equipment, less accumulated depreciation and    amortization 590,490 at June 30, 2023 and 567,758 at December 31, 2022 494,539 501,916
Operating lease right-of-use assets 514,958 507,503
Goodwill 7,927 7,927
Deferred federal and state income taxes, net 43,550 37,449
Other assets, net 20,520 17,622
Total assets 4,564,040 $ 5,590,434
Liabilities:
Current Liabilities:
Accounts payable 815,514 $ 1,108,996
Accrued expenses, primarily salaries and related costs 422,134 479,262
Contract liabilities 218,561 323,101
Current portion of operating lease liabilities 99,962 95,621
Federal, state and foreign income taxes 22,936 47,075
Total current liabilities 1,579,107 2,054,055
Noncurrent portion of operating lease liabilities 426,829 422,844
Commitments and contingencies
Shareholders’ Equity:
Preferred stock, none issued
Common stock, par value 0.01 per share. Issued and     outstanding: 147,222 shares at June 30, 2023 and 154,313 shares at December 31, 2022 1,472 1,543
Additional paid-in capital 139
Retained earnings 2,752,461 3,310,892
Accumulated other comprehensive loss (198,001 ) (202,553 )
Total shareholders’ equity 2,555,932 3,110,021
Noncontrolling interest 2,172 3,514
Total equity 2,558,104 3,113,535
Total liabilities and equity 4,564,040 $ 5,590,434

All values are in US Dollars.

8-August-2023 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,
2023 2022 2023 2022
Revenues:
Airfreight services $ 751,171 $ 1,602,566 $ 1,656,074 $ 3,201,121
Ocean freight and ocean services 593,801 1,759,646 1,291,108 3,735,892
Customs brokerage and other services 894,780 1,241,100 1,885,159 2,330,597
Total revenues 2,239,752 4,603,312 4,832,341 9,267,610
Operating Expenses:
Airfreight services 525,027 1,212,503 1,191,049 2,355,049
Ocean freight and ocean services 405,807 1,402,365 889,489 3,002,608
Customs brokerage and other services 488,349 826,080 1,057,747 1,599,402
Salaries and related 428,558 508,222 878,406 1,047,162
Rent and occupancy 58,205 51,598 115,837 102,526
Depreciation and amortization 15,506 14,254 30,767 27,229
Selling and promotion 6,314 5,887 12,698 9,935
Other 63,489 76,421 131,882 155,957
Total operating expenses 1,991,255 4,097,330 4,307,875 8,299,868
Operating income 248,497 505,982 524,466 967,742
Other Income (Expense):
Interest income 17,792 2,720 36,567 4,612
Interest expense (395 ) (58 ) (3,040 ) (561 )
Other, net 289 164 8,768 8,194
Other income, net 17,686 2,826 42,295 12,245
Earnings before income taxes 266,183 508,808 566,761 979,987
Income tax expense 70,390 126,582 144,970 248,281
Net earnings 195,793 382,226 421,791 731,706
Less net (losses) earnings attributable to the noncontrolling<br>   interest (1,007 ) 4,421 (1,020 ) 7,792
Net earnings attributable to shareholders $ 196,800 $ 377,805 $ 422,811 $ 723,914
Diluted earnings attributable to shareholders per share $ 1.30 $ 2.27 $ 2.75 $ 4.31
Basic earnings attributable to shareholders per share $ 1.31 $ 2.29 $ 2.78 $ 4.35
Weighted average diluted shares outstanding 151,563 166,474 153,516 167,980
Weighted average basic shares outstanding 150,435 165,092 152,291 166,423
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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,
2023 2022 2023 2022
Operating Activities:
Net earnings $ 195,793 $ 382,226 $ 421,791 $ 731,706
Adjustments to reconcile net earnings to net cash from operating activities:
Provisions for (recoveries) losses on accounts receivable (167 ) 4,763 905 4,347
Deferred income tax benefit (3,560 ) (8,622 ) (1,524 ) (11,858 )
Stock compensation expense 18,595 25,518 31,083 37,121
Depreciation and amortization 15,506 14,254 30,767 27,229
Other, net 2,564 (1,746 ) 3,723 (1,291 )
Changes in operating assets and liabilities:
Decrease in accounts receivable 174,321 378,291 682,927 245,943
(Decrease) increase in accounts payable and accrued liabilities (149,986 ) (133,171 ) (352,909 ) 7,020
Decrease in deferred contract costs 18,166 37,138 85,787 211,068
Decrease in contract liabilities (23,803 ) (45,574 ) (108,250 ) (238,931 )
Increase in income taxes payable, net (93,817 ) (93,430 ) (93,726 ) (47,171 )
Decrease (increase) in other, net 4,834 (1,001 ) 4,284 7,409
Net cash from operating activities 158,446 558,646 704,858 972,592
Investing Activities:
Purchase of property and equipment (10,481 ) (38,158 ) (20,607 ) (52,570 )
Other, net (794 ) (134 ) (219 ) (55 )
Net cash from investing activities (11,275 ) (38,292 ) (20,826 ) (52,625 )
Financing Activities:
Payments on borrowings on lines of credit (5,743 ) (5,382 ) (32,145 ) (8,484 )
Proceeds from borrowings on lines of credit 7,054 33,953 18,549 56,545
Proceeds from issuance of common stock 9,176 5,682 18,464 11,433
Repurchases of common stock (687,689 ) (549,065 ) (901,191 ) (549,065 )
Dividends Paid (102,263 ) (109,828 ) (102,263 ) (109,828 )
Payments for taxes related to net share settlement of equity awards (12,056 ) (11,851 ) (19,501 ) (19,333 )
Net cash from financing activities (791,521 ) (636,491 ) (1,018,087 ) (618,732 )
Effect of exchange rate changes on cash and cash equivalents (7,857 ) (46,518 ) (1,489 ) (52,956 )
Change in cash and cash equivalents (652,207 ) (162,655 ) (335,544 ) 248,279
Cash and cash equivalents at beginning of period 2,350,794 2,139,626 2,034,131 1,728,692
Cash and cash equivalents at end of period $ 1,698,587 $ 1,976,971 $ 1,698,587 $ 1,976,971
Taxes Paid:
Income taxes $ 173,670 $ 236,791 $ 244,456 $ 314,751
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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, 2023:
Revenues $ 805,948 110,255 49,972 510,027 199,868 123,972 (1,206 ) 2,239,752
Directly related cost of transportation and other expenses1 $ 426,121 69,108 29,428 387,973 134,477 83,890 (623 ) 1,419,182
Salaries and other operating expenses2 $ 256,277 34,793 16,265 68,290 44,048 27,820 (616 ) 572,073
Operating income (loss) $ 123,550 6,354 4,279 53,764 21,343 12,262 33 248,497
Identifiable assets at period end $ 2,553,553 192,362 115,458 495,229 213,026 258,849 (12,886 ) 4,564,040
Capital expenditures $ 6,623 161 46 352 168 795 10,481
Equity $ 1,873,220 45,252 59,289 220,638 93,476 158,133 (38,078 ) 2,558,104
For the three months ended June 30, 2022:
Revenues $ 1,265,363 144,988 66,136 1,582,475 611,246 275,948 (1,151 ) 4,603,312
Directly related cost of transportation and other expenses1 $ 797,179 85,806 43,298 1,323,354 507,473 220,162 (723 ) 3,440,948
Salaries and other operating expenses2 $ 314,726 31,308 14,496 104,896 38,728 37,258 (424 ) 656,382
Operating income $ 153,458 27,874 8,342 154,225 65,045 18,528 (4 ) 505,982
Identifiable assets at period end $ 3,681,137 304,799 144,303 1,275,808 554,166 365,532 (45,849 ) 7,361,142
Capital expenditures $ 26,394 1,038 177 766 436 1,681 38,158
Equity $ 2,435,088 127,428 54,762 307,453 217,437 134,388 (38,865 ) 3,535,263

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 six months ended June 30, 2023:
Revenues $ 1,751,442 220,105 104,667 1,092,448 423,995 266,675 (2,371 ) 4,832,341
Directly related cost of transportation and other expenses1 $ 966,078 138,313 61,730 840,315 292,100 179,839 (1,159 ) 3,138,284
Salaries and other operating expenses2 $ 523,960 70,617 35,767 139,430 90,846 57,652 (1,249 ) 1,169,591
Operating income $ 261,404 11,175 7,170 112,703 41,049 29,184 37 524,466
Identifiable assets at period end $ 2,553,553 192,362 115,458 495,229 213,026 258,849 (12,886 ) 4,564,040
Capital expenditures $ 12,067 630 276 942 335 1,038 20,607
Equity $ 1,873,220 45,252 59,289 220,638 93,476 158,133 (38,078 ) 2,558,104
For the six months ended June 30, 2022:
Revenues $ 2,506,587 249,598 123,843 3,351,491 1,257,575 546,629 (2,211 ) 9,267,610
Directly related cost of transportation and other expenses1 $ 1,560,602 150,038 77,155 2,803,447 1,046,356 438,262 (820 ) 6,957,059
Salaries and other operating expenses2 $ 648,375 56,177 27,597 228,009 84,057 75,300 (1,369 ) 1,342,809
Operating income $ 297,610 43,383 19,091 320,035 127,162 33,067 (22 ) 967,742
Identifiable assets at period end $ 3,681,137 304,799 144,303 1,275,808 554,166 365,532 (45,849 ) 7,361,142
Capital expenditures $ 35,871 2,116 286 1,297 726 2,550 52,570
Equity $ 2,435,088 127,428 54,762 307,453 217,437 134,388 (38,865 ) 3,535,263

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.

8-August-2023 Expeditors International of Washington, Inc. Page 7 of 7