EXPD 10-Q
Expeditors International Of Washington Inc (EXPD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
|
||
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification Number) |
|
|
|
|
||
(Address of principal executive offices) |
|
(Zip Code) |
(Registrant’s telephone number, including area code): (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ |
|
|
Accelerated filer |
☐ |
|
Non-accelerated filer |
☐ |
|
|
Smaller reporting company |
|
|
|
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
At July 31, 2026, the number of shares outstanding of the issuer’s common stock was
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
|
|
June 30, |
|
|
December 31, |
|
||
Assets: |
|
|
|
|
|
|
||
Current Assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, less allowance for credit loss of |
|
|
|
|
|
|
||
Deferred contract costs |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property and equipment, less accumulated depreciation and amortization |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Deferred income tax asset, net |
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
||
Current Liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
|
||
Accrued expenses |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Current portion of operating lease liabilities |
|
|
|
|
|
|
||
Federal, state and foreign income taxes payable |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Noncurrent portion of operating lease liabilities |
|
|
|
|
|
|
||
Deferred income tax liability, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Shareholders’ Equity: |
|
|
|
|
|
|
||
Common stock, par value $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity |
|
|
|
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed consolidated financial statements.
2
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, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Airfreight services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Ocean freight and ocean services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customs brokerage and other services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Airfreight services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ocean freight and ocean services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customs brokerage and other services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and related |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rent and occupancy |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and promotion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less net earnings attributable to the noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basic earnings attributable to shareholders per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings attributable to shareholders per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average basic shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average diluted shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes to condensed consolidated financial statements.
3
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, net |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less comprehensive income attributable to the |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income attributable to shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See accompanying notes to condensed consolidated financial statements.
4
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, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Adjustments to reconcile net earnings to net cash from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provisions for losses on accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred income tax (benefit) expense |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Increase) decrease in accounts receivable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Increase in accounts payable and accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Increase) decrease in deferred contract costs |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Increase (decrease) in contract liabilities |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
(Decrease) increase in income taxes payable, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Decrease (increase) in other, net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net cash from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash from investing activities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Payments on borrowings from revolving lines of credit, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Proceeds from borrowings on lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Payments on borrowings on lines of credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Payments for taxes related to net share settlement of |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distribution to noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net cash from financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Change in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Taxes Paid: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See accompanying notes to condensed consolidated financial statements.
5
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
(In thousands)
(Unaudited)
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total Shareholders' Equity, Beginning of Period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Common Stock Par Value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issued under employee stock plans, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares repurchased |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additional Paid-In Capital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issued under employee stock plans, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Shares repurchased |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividend equivalents paid |
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retained Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares repurchased |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividend and dividend equivalents paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
End of period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling Interest |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions to noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
End of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Common Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issued under employee stock plans, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares repurchased |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes to condensed consolidated financial statements.
6
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(In thousands, except per share data)
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Expeditors International of Washington, Inc. (the Company) is a non-asset-based provider of global logistics services operating through a worldwide network of offices and exclusive or non-exclusive agents. The Company serves a diverse clientele in the technology sector - including cloud & data center services; hyperscalers; semiconductor; personal computers and compute hardware - and industries such as healthcare, automotive, aviation, aerospace, retail and high fashion.
The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, which are, in the opinion of management, necessary for the fair presentation of the results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Form 10-K as filed with the Securities and Exchange Commission on February 25, 2026.
All significant intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts in the notes are presented in thousands except for per share data or unless otherwise specified.
The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer. Each performance obligation is comprised of one or more of the Company’s services. The Company's principal services are the revenue categories presented in the condensed consolidated statements of earnings: 1) airfreight services, 2) ocean freight and ocean services, and 3) customs brokerage and other services.
The Company typically satisfies its performance obligations as services are rendered over time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed over the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one to two-month period and contracts with customers have an original expected duration of less than one year. The Company satisfied nearly all performance obligations for the contract liabilities recorded as of March 31, 2026 and December 31, 2025.
The Company evaluates whether amounts billed to customers should be reported as revenues on a gross or net basis. Generally, revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes the risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. When revenue is recorded on a net basis, the amounts earned are determined using a fixed fee, a per unit of activity fee or a combination thereof. For revenues earned in other capacities, for instance, when the Company does not issue a House Air Waybill (HAWB), a House Ocean Bill of Lading (HOBL) or a House Sea Waybill or otherwise acts solely as an agent for the shipper. In these transactions, the Company is not a principal and reports only the commissions and fees earned in revenues.
7
The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. All ROU assets and lease liabilities are recognized at the commencement date at the present value of lease payments over the lease term. ROU assets are adjusted for lease incentives and initial direct costs. The lease term includes renewal options exercisable at the Company's sole discretion when the Company is reasonably certain to exercise that option. As the Company's leases generally do not have an implicit rate, the Company uses an estimated incremental borrowing rate based on market information available at the commencement date to determine the present value. Certain of our leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. The Company excludes variable payments from ROU assets and lease liabilities to the extent not considered fixed, and instead expenses variable payments as incurred. Lease expense is recognized on a straight-line basis over the lease term and is included in rent and occupancy expenses in the condensed consolidated statements of earnings.
Additionally, the Company elected to apply the short-term lease exemption for leases with a non-cancelable period of twelve months or less and has chosen not to separate non-lease components from lease components and instead to account for each as a single lease component.
The Company’s trade accounts receivable present similar credit risk characteristics and the allowance for credit loss is estimated on a collective basis, using a credit loss-rate method that uses historical credit loss information and considers the current economic environment. Additional allowances may be necessary in the future if changes in economic conditions are significant enough to affect expected credit losses. The Company has recorded an allowance for credit loss in the amounts of $
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The Company uses estimates primarily in the following areas: accounts receivable valuation, accrual of costs related to ancillary services the Company performs, typically at the destination location, self-insured liabilities, accrual of various tax liabilities and accrual of loss contingencies, calculation of share-based compensation expense and estimates related to determining the lease term and discount rate when measuring ROU assets and lease liabilities.
F. Recent Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which requires disaggregated disclosures of certain costs and expenses on the income statement on an annual and interim basis. This standard will become effective for the Company for annual periods beginning on January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted. The amendment can be applied either on a prospective or retrospective basis. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.
Intangibles - Goodwill and Other—Internal‑Use Software
In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software, which removes references to software development project stages and clarifies the threshold for capitalization of internal‑use software costs. The standard is effective for the Company for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.
8
Note 2. Share-Based Compensation
The Company has historically granted the majority of its share-based awards during the second quarter of each fiscal year.
In the second quarter of 2026 and 2025, the Company awarded
The Company also awarded
The grant of employee stock purchase rights and the issuance of shares under the employee stock purchase plan are made in the third quarter of each fiscal year.
The Company recognizes stock compensation expense based on the fair value of awards granted to employees and directors under the Company’s Amended and Restated 2017 Omnibus Plan and employee stock purchase rights plans. This expense, adjusted for expected performance and forfeitures, is recognized in net earnings on a straight-line basis over the service periods as salaries and related costs on the condensed consolidated statements of earnings. RSUs and PSUs awarded to certain employees meeting specific retirement eligibility criteria at the time of grant are recognized as expense immediately as there is no substantive service period associated with those awards.
Note 3. Taxes
The Company is subject to taxation in the U.S. and many foreign jurisdictions. The Company's tax positions, including its intercompany transfer pricing policies, are reasonable and consistent with accepted methodologies. The Company is subject to review by taxing authorities for tax years 2005 and thereafter, and those reviews could result in additional tax, interest and penalties. For example, the Indian tax authority (ITA) has claimed that additional income tax applies to transactions between the Company and its Indian subsidiary, and that additional service tax applies to ocean and air imports and exports. The Company maintains that the ITA’s positions are without merit. The Company has successfully defended its positions in India's courts, including a favorable ruling from the Supreme Court of India during the second quarter that dismissed a significant portion of the ITA's claims. If the remaining matters are resolved unfavorably, the Company could recognize additional significant tax expense, including interest and penalties.
The Company records liabilities for uncertain tax positions when, despite having supportable positions in its tax return, it concludes that those positions may not be sustained upon examination by tax authorities. To make that judgment, the Company assesses whether the position is more likely than not to be upheld if challenged, including through any related appeals or litigation, based on the technical strength of the position and advice from qualified legal and tax advisors.
The Company’s consolidated effective income tax rate was
The Company’s effective tax rate for the three and six months ended June 30, 2026, is higher than the U.S. federal statutory income tax rate of
9
Note 4. Basic and Diluted Earnings per Share
Diluted earnings attributable to shareholders per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential shares represent outstanding stock options, including purchase options under the Company's employee stock purchase plan, and unvested restricted stock units. Basic earnings attributable to shareholders per share is calculated using the weighted average number of common shares outstanding without taking into consideration dilutive potential common shares outstanding.
The following table reconciles the numerator and the denominator of the basic and diluted per share computations for earnings attributable to shareholders:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average basic shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive share-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average diluted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the three and six months ended June 30, 2026 and 2025, substantially all outstanding potential common shares were dilutive.
Note 5. Shareholders' Equity
Under a Board-authorized discretionary share repurchase plan, the Company was authorized to repurchase common stock until outstanding shares reached
Accumulated other comprehensive loss consisted entirely of foreign currency translation adjustments, net of related income tax effects, for all the periods presented.
On
Note 6. Fair Value of Financial Instruments
The Company’s financial instruments, other than cash, consist primarily of cash equivalents, accounts receivable, accounts payable and accrued expenses. The carrying value of these financial instruments approximates their fair value. All highly liquid investments with a maturity of three months or less at date of purchase are considered to be cash equivalents.
Cash and cash equivalents consist of the following:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and overnight deposits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Corporate commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits and money market funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
10
The fair value of corporate commercial paper and time deposits is based on the use of market interest rates for identical or similar assets (Level 2 fair value measurement).
Note 7. Contingencies
The Company is involved in claims, lawsuits, government investigations, income tax, transfer pricing and indirect tax audits and other legal matters that arise in the ordinary course of business and are subject to inherent uncertainties. Currently, in management's opinion and based upon advice from legal and tax advisors, none of these matters are expected to have a material effect on the Company's operations, cash flows or financial position. The changes in the amounts recorded for claims, lawsuits, government investigations and other legal matters are not significant to the Company's operations, cash flows or financial position. At this time, the Company is unable to estimate any additional loss or range of reasonably possible losses, if any, beyond the amounts recorded, that might result from the resolution of these matters.
Note 8. Business Segment Information
11
Financial information regarding the Company’s operations by geographic area is as follows:
|
|
UNITED |
OTHER |
|
LATIN |
|
NORTH |
|
SOUTH |
|
EUROPE |
|
MIDDLE |
|
ELIMI- |
|
CONSOLI- |
For the three months ended June 30, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Directly related cost of transportation |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Salaries and related costs |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Other operating expenses2 |
|
$( |
|
|
|
|
|
|
( |
|
|||||||
Operating income |
|
$ |
|
|
|
|
|
|
|
||||||||
Identifiable assets at period end |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Capital expenditures |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Depreciation and amortization |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Equity |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
For the three months ended June 30, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Directly related cost of transportation |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Salaries and related costs |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Other operating expenses2 |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Operating income |
|
$ |
|
|
|
|
|
|
|
||||||||
Identifiable assets at period end |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Capital expenditures |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Depreciation and amortization |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Equity |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED |
OTHER |
|
LATIN |
|
NORTH |
|
SOUTH |
|
EUROPE |
|
MIDDLE |
|
ELIMI- |
|
CONSOLI- |
For the six months ended June 30, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Directly related cost of transportation |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Salaries and related costs |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Other operating expenses2 |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Operating income |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Identifiable assets at period end |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Capital expenditures |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Depreciation and amortization |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Equity |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
For the six months ended June 30, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Directly related cost of transportation |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Salaries and related costs |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Other operating expenses2 |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Operating income |
|
$ |
|
|
|
|
|
|
|
||||||||
Identifiable assets at period end |
|
$ |
|
|
|
|
|
|
( |
|
|||||||
Capital expenditures |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Depreciation and amortization |
|
$ |
|
|
|
|
|
|
- |
|
|||||||
Equity |
|
$ |
|
|
|
|
|
|
( |
|
2,197,283 |
1
2
12
Note 9. Global Technology Restructuring
In June 2026, the Company announced a restructuring of its Global Technology group resulting in a workforce reduction. The purpose of the restructuring is to modernize and reshape our Global Technology function to meet the increasing needs of the Company and its customers.
The Company incurred employee termination costs including cash severance payments, employer payroll taxes, and other benefits provided to affected employees. These charges are accounted for as one-time employee termination benefits under ASC 420, Exit or Disposal Cost Obligations. A portion of the termination benefits requires affected employees to remain employed through specified dates. Accordingly, these charges are being recognized ratably over the applicable service periods, while charges for employees not subject to future service requirements were recognized at the communication date. Total associated with the plan are approximately $
The following table summarizes activity related to our restructuring liability, which was included in accrued expenses in the condensed consolidated balance sheets:
|
|
Three months ended June 30, 2026 |
|
|||||||||||||
|
|
Balance at March 31, 2026 |
|
|
Charges recognized |
|
|
Cash paid |
|
|
Balance at June 30, 2026 |
|
||||
Accrued Employee Termination Benefits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Safe Harbor for Forward-Looking Statements Under Private Securities Litigation Reform Act Of 1995; Certain Cautionary Statements
Certain portions of this report on Form 10-Q including the sections entitled "Overview," "Summary of Second Quarter 2026," "Industry Trends, Trade Conditions and Competition," "Seasonality," "Critical Accounting Estimates," "Results of Operations," "Income tax expense," "Currency and Other Risk Factors" and "Liquidity and Capital Resources" contain forward-looking statements. Words such as "will likely result," "expects", "are expected to," "would expect," "would not expect," "will continue," "is anticipated," "estimate," "project," "provisional," "plan," "believe," "probable," "reasonably possible," "may," "could," "should," "would," "intends," "foreseeable future" or similar expressions are intended to identify such forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, any statements that refer to projections of future financial performance, our anticipated growth and trends in the Company's businesses, signs of a slowing economy and drop in demand, future supply chain and transportation disruptions and other characterizations of disruptive events or circumstances are forward-looking statements. In addition, forward-looking statements are subject to certain risks and uncertainties, including risks associated with the impact of tariffs or other government actions on global trade volumes and economies, and tax audits and other contingencies that could cause actual results to differ materially from our historical experience and our present expectations or projections. These statements must be considered in connection with the discussion of the important factors that could cause actual results to differ materially from the forward-looking statements. Attention should be given to the risk factors identified and discussed in Part I, Item 1A in the Company’s annual report on Form 10-K filed on February 25, 2026. Management believes that these forward-looking statements are reasonable as of this filing date and we do not assume any obligations to update these statements except as required by law.
Overview
Expeditors International of Washington, Inc. (herein referred to as "Expeditors," the "Company," "we," "us," "our") provides a full suite of global logistics services. Our services include air and ocean freight consolidation and forwarding, customs brokerage, warehousing and distribution, purchase order management, vendor consolidation, time-definite transportation services, temperature-controlled transit, cargo insurance, specialized cargo monitoring and tracking, and other supply chain solutions. We do not compete for overnight courier or small parcel business. As a non-asset-based carrier, we do not own or operate transportation assets.
We derive our revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by our customer. Each performance obligation is comprised of one or more of the Company's services. We typically satisfy our performance obligations as services are rendered over time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. Our principal services are the revenue categories presented in our financial statements: 1) airfreight services, 2) ocean freight and ocean services, and 3) customs brokerage and other services. The most significant drivers of changes in gross revenues and related transportation expenses are volume, sell rates and buy rates. Volume has a similar effect on the change in both gross revenues and related transportation expenses in each of our three primary sources of revenue.
We generate the major portion of our air and ocean freight revenues by purchasing transportation services on a volume basis from direct (asset-based) carriers and then reselling that space to our customers. The rate billed to our customers (the sell rate) is recognized as revenues and the rate we pay to the carrier (the buy rate) is recognized in operating expenses as the directly related cost of transportation and other expenses. By consolidating shipments from multiple customers and concentrating our buying power, we are able to negotiate favorable buy rates from the direct carriers, while at the same time offering lower sell rates than customers would otherwise be able to negotiate themselves.
In most cases, we act as an indirect carrier. When acting as an indirect carrier, we issue a House Air Waybill (HAWB), a House Ocean Bill of Lading (HOBL) or a House Sea Waybill to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a contract of carriage known as a Master Air Waybill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments.
Customs brokerage and other services involve providing services at destination, such as helping customers clear shipments through customs by preparing and filing required documentation, calculating, and providing for payment of duties and other taxes on behalf of customers as well as arranging for any required inspections by governmental agencies, and import services such as arranging for local pick up, storage and delivery at destination. These are complicated functions requiring technical knowledge of customs rules and regulations in the multitude of countries in which we have offices. We also provide other value-added services at destination, such as warehousing and distribution, time-definitive transportation services and consulting.
14
We manage our company along geographic areas of responsibility: Americas; North Asia; South Asia; Europe; and Middle East, Africa and India (MAIR). Each area is divided into sub-regions that are composed of operating units with individual profit and loss responsibility. Our business involves shipments between operating units and typically touches more than one geographic area. The nature of the international logistics business necessitates a high degree of communication and cooperation among operating units. Because of this inter-relationship between operating units, it is very difficult to examine any one geographic area and draw meaningful conclusions as to its contribution to our overall success on a stand-alone basis.
Our operating units share revenue using the same arm's-length pricing methodologies that we use when our offices transact business with independent agents. Certain costs are allocated among the segments based on the relative value of the underlying services, which can include allocation based on actual costs incurred or estimated cost plus a profit margin. Our strategy closely links compensation with operating unit profitability, which includes shared revenues and allocated costs. Therefore, individual success is closely linked to cooperation with other operating units within our network. The mix of services varies by segment based primarily on the import or export orientation of local operations in each of our regions.
Summary of Second Quarter 2026
The significant impacts as compared to second quarter of 2025 are discussed within “Results of Operations” and summarized below.
15
Industry Trends, Trade Conditions and Competition
We operate in over 60 countries in the competitive global logistics industry and our activities are closely tied to the global economy. International trade is influenced by many factors, including economic and political conditions in the United States and abroad, currency exchange rates, laws and policies relating to tariffs, trade restrictions, foreign investment and taxation. Governments periodically consider changes to tariffs and impose trade restrictions and accords. Starting in the first quarter of 2025, the United States Government undertook a substantial global trade rebalancing effort resulting in significantly higher tariffs on imports. Throughout 2025 additional tariffs on imports into the United States for certain sectors and many countries became effective. There are currently threatened or actual retaliatory tariffs and trade actions from several countries, including China and Canada. On February 20, 2026, the United States Supreme Court issued a ruling on certain tariffs imposed in the United States under the International Emergency Economic Powers Act (IEEPA). The ruling invalidates the IEEPA tariffs imposed on imports to the United States in 2025, however it does not invalidate sectoral tariffs such as metals, auto parts, timber, lumber, and derivative products. The decision also allows for potential refunds; and, starting in April 2026 U.S. Customs and Border Protection implemented procedures for importers and their brokers to submit refund requests. In addition, ongoing and potential future trade actions, including sector-based and country specific and broader action-based measures continue to create uncertainty with respect to current and future U.S. trade policy and impact global trade flows. New U.S. tariffs have been broadly imposed across a variety of countries in July 2026. We cannot predict how other countries will respond to these tariffs or how changes in tariffs and trade restrictions will affect our business. Additionally, changes in trade and customs brokerage regulations continue to add complexity to the customs declarations process, making compliance with regulations increasingly challenging.
Doing business in foreign locations also subjects us to a variety of risks and considerations not normally encountered by domestic enterprises. In addition to being influenced by governmental policies and inter-governmental disputes concerning international trade, our business may also be negatively affected by political developments and changes in government personnel or policies in the United States and other countries, as well as economic turbulence, conflicts, political unrest and security concerns in the nations and on the trade shipping routes in which we conduct business. Starting in late February 2026 the operations of our offices in Qatar, Bahrain, Kuwait, Lebanon, Oman, Saudi Arabia and United Arab Emirates were disrupted by the conflict with Iran and the closure of the Strait of Hormuz. The conflict has affected available airfreight capacity beyond the Middle East, prevented cargo ships from navigating through the Persian Gulf, and substantial resumption of traffic through the Suez Canal. The impact on capacity and oil prices resulted in air and ocean carriers implementing surcharges and fuel related increases starting in March 2026. The financial impact on our MAIR region operations in the first half of 2026 is not material and is mitigated by our ability to adjust the routing of our customers' shipments. The future impact that these events may have on international trade, oil prices and security costs is uncertain. We do not have employees, assets, or operations in Russia, Ukraine, Israel, the Gaza Strip or the West Bank. While limited, any shipment activity is conducted with independent agents in those countries in compliance with all applicable trade sanctions, laws and regulations.
Our ability to provide services to our customers is highly dependent on good working relationships with a variety of entities, including airlines, ocean carriers and ground transportation providers, as well as governmental agencies. We select and engage with best-in-class, compliance-focused, efficiently run, growth-oriented partners, based upon defined value elements and are intentional in our relationship and performance management activity. We consider our current working relationships with these entities to be satisfactory. However, changes in the financial stability; operating capabilities, and the capacity of asset-based carriers; capacity allotments available from carriers; governmental regulation or deregulation efforts; modernization of the regulations governing customs brokerage; and/or changes in governmental restrictions, quota restrictions or trade accords could affect our business in unpredictable ways. When the market experiences seasonal peaks or any sort of disruption, the carriers often increase their pricing suddenly. This carrier behavior creates pricing volatility that could impact Expeditors' ability to maintain historical unitary profitability.
The global economic and trade environments remain highly uncertain; including inflation remaining high, increases in oil prices, and the conflicts in the Middle East and Ukraine. In the first quarter of 2025, we saw high demand on exports out of Asia and continued to see high demand on exports out of South Asia in the second quarter 2025, resulting in high average sell and buy rates where demand exceeded carrier capacity. In the first quarter of 2026 we saw excess available capacity compared to demand for ocean freight which put pressure on ocean sell and buy rates whereas in the second quarter that imbalance lessened on exports out of Asia. Additional ocean and air transportation capacity will become available as demand softens due to uncertainty in geopolitical, economic conditions and trade regulations. These conditions have resulted in pricing volatility that we expect to continue as carriers adapt to changes in demand, changing fuel prices, available capacity, security risks and reacting to governmental trade policies and other regulations. Additionally, we cannot predict the direct or indirect impact that further changes in purchasing behavior, such as the evolution of international direct e-commerce platforms, could have on our business. Some customers are relocating manufacturing to other countries to mitigate the impact of higher tariffs on imports, reduce their supply chain risks, address disruptions caused by pandemics and geopolitical issues. These changes could negatively affect our business.
16
Seasonality
Historically, our operating results have been subject to seasonal demand trends with the first quarter being the weakest and the third and fourth quarters being the strongest; however, there is no assurance that this seasonal trend will occur in the future or to what degree it will be impacted by an uncertain economy. This historical pattern has been the result of, or influenced by, numerous factors, including weather patterns, national holidays, consumer demand, new product launches, just-in-time inventory models, economic conditions, pandemics, governmental policies, inter-governmental disputes and a myriad of other similar and subtle forces.
A significant portion of our revenues is derived from customers in the retail and technology industries whose shipping patterns are tied closely to consumer demand, as well as the scaling of AI infrastructure, and from customers in industries whose shipping patterns are dependent upon just-in-time production schedules. Therefore, the timing of our revenues is, to a large degree, impacted by factors out of our control, such as a sudden change in consumer demand for retail goods, changes in trade tariffs, product launches, disruptions in supply chains and/or manufacturing production delays. Additionally, many customers ship a significant portion of their goods at or near the end of a quarter and, therefore, we may not learn of a shortfall in revenues until late in a quarter.
To the extent that a shortfall in revenues or earnings was not expected by securities analysts or investors, any such shortfall from levels predicted by securities analysts or investors could have an immediate and adverse effect on the trading price of our stock. We cannot accurately forecast many of these factors, nor can we estimate accurately the relative influence of any particular factor and, as a result, there can be no assurance that historical patterns will continue in future periods.
Critical Accounting Estimates
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and judgments. We base our estimates on historical experience and on assumptions that we believe are reasonable. Our critical accounting estimates are discussed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our annual report on Form 10-K for the year ended December 31, 2025, filed on February 25, 2026. There have been no material changes to the critical accounting estimates previously disclosed in that report.
Results of Operations
The following table shows the revenues, directly related cost of transportation and other expenses for our principal services and our salaries and other expenses for the three and six months ended June 30, 2026 and 2025, including the respective percentage changes comparing 2026 and 2025.
The table and the accompanying discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes thereto in this quarterly report.
17
|
|
Three months ended June 30, |
|
Six months ended June 30, |
||||||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Percentage |
|
2026 |
|
|
2025 |
|
|
Percentage |
||||
Airfreight services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
$ |
1,494,842 |
|
|
$ |
951,787 |
|
|
57% |
|
$ |
2,525,705 |
|
|
$ |
1,853,547 |
|
|
36% |
Expenses |
|
|
1,134,773 |
|
|
|
698,402 |
|
|
62 |
|
|
1,904,256 |
|
|
|
1,346,896 |
|
|
41 |
Ocean freight services and ocean services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
|
710,922 |
|
|
|
675,782 |
|
|
5 |
|
|
1,309,806 |
|
|
|
1,457,447 |
|
|
(10) |
Expenses |
|
|
531,886 |
|
|
|
483,475 |
|
|
10 |
|
|
947,907 |
|
|
|
1,057,376 |
|
|
(10) |
Customs brokerage and other services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
|
1,296,571 |
|
|
|
1,024,316 |
|
|
27 |
|
|
2,449,786 |
|
|
|
2,007,310 |
|
|
22 |
Expenses |
|
|
750,181 |
|
|
|
571,480 |
|
|
31 |
|
|
1,375,828 |
|
|
|
1,125,760 |
|
|
22 |
Salaries and other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and related costs |
|
|
573,698 |
|
|
|
471,336 |
|
|
22 |
|
|
1,073,269 |
|
|
|
929,273 |
|
|
15 |
Other |
|
|
162,179 |
|
|
|
179,456 |
|
|
(10) |
|
|
339,591 |
|
|
|
345,405 |
|
|
(2) |
Total overhead expenses |
|
|
735,877 |
|
|
|
650,792 |
|
|
13 |
|
|
1,412,860 |
|
|
|
1,274,678 |
|
|
11 |
Operating income |
|
|
349,618 |
|
|
|
247,736 |
|
|
41 |
|
|
644,446 |
|
|
|
513,594 |
|
|
25 |
Other income, net |
|
|
8,843 |
|
|
|
10,233 |
|
|
(14) |
|
|
20,501 |
|
|
|
20,256 |
|
|
1 |
Earnings before income taxes |
|
|
358,461 |
|
|
|
257,969 |
|
|
39 |
|
|
664,947 |
|
|
|
533,850 |
|
|
25 |
Income tax expense |
|
|
91,203 |
|
|
|
74,050 |
|
|
23 |
|
|
167,645 |
|
|
|
145,832 |
|
|
15 |
Net earnings |
|
|
267,258 |
|
|
|
183,919 |
|
|
45 |
|
|
497,302 |
|
|
|
388,018 |
|
|
28 |
Less net earnings attributable to |
|
|
1,032 |
|
|
|
345 |
|
|
199 |
|
|
1,466 |
|
|
|
649 |
|
|
126 |
Net earnings attributable to shareholders |
|
$ |
266,226 |
|
|
$ |
183,574 |
|
|
45% |
|
$ |
495,836 |
|
|
$ |
387,369 |
|
|
28% |
Airfreight services:
Airfreight services revenues and expenses increased 57% and 62%, respectively, during the three months ended June 30, 2026, as compared to the same periods in 2025, due to 44% and 45% increases in average sell and buy rates, respectively, and a 14% increase in tonnage. Airfreight services revenues and expenses increased 36% and 41%, respectively, during the six months ended June 30, 2026, as compared to the same periods in 2025, due to 28% and 31% increases in average sell and buy rates, respectively, and a 10% increase in tonnage. Tonnage improved in 2026 as a result of increased market demand by the technology sector compared to the first half of 2025.
Tonnage increased primarily on exports from North Asia and South Asia during the three and six months ended June 30, 2026, as compared to the same periods in 2025, as demand from technology customers remained strong.
Average sell rates increased during the three and six months ended June 30, 2026, as compared to the same periods in 2025 on exports out of North Asia and South Asia as higher carrier buy rates were passed on to customers starting in the first quarter of 2026. Average buy rates increased during the three and six months ended June 30, 2026 compared to the same periods in 2025, most significantly on exports out of North Asia, South Asia and Europe as demand remained strong, the conflict in the Middle East constrained available capacity and jet fuel prices soared.
Seasonal changes in demand, impact from disruptions in the ocean market due to security concerns, jet fuel prices and supply disruptions, and variable demand for airfreight capacity from direct e-commerce business could cause volatility in average buy rates on certain routes. Additionally, geopolitical concerns, the conflict in the Middle East, inter-governmental trade disputes and the dynamic trade environment on imports to the U.S. create uncertainty in the economy. As shippers and carriers react to these volatile conditions, it may negatively affect demand for airfreight services, which could significantly reduce our volumes in the coming quarters. Though we are unable to predict how these uncertainties and any future disruptions may affect our operations or financial results prospectively, these conditions could result in significant decreases in our revenues and operating income.
18
Ocean freight and ocean services:
Ocean freight and ocean services consists of three basic services: ocean freight consolidation, order management and direct ocean forwarding. Ocean freight and ocean services revenues and expense increased 5% and 10%, respectively, for the three months ended June 30, 2026, as compared to the same period in 2025. Ocean freight and ocean services revenues and expenses both decreased 10%, respectively, for the six months ended June 30, 2026, as compared to the same period in 2025. The largest component of our ocean freight and ocean services revenue is derived from ocean freight consolidation, which represented 62% and 69% of ocean freight and ocean services revenue for the six months ended June 30, 2026 and 2025, respectively.
Ocean freight consolidation revenues and expenses increased 3% and 10%, respectively, for the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to 3% and 10% increases in average sell and buy rates, while ocean containers shipped remained flat. Average buy and sell rates increased compared to the first quarter of 2026. Average buy rates and sell rates increases resulted from demand recovery in North and South Asia beginning in May as customers accelerated shipments to manage exposure to potential tariff impacts and ongoing geopolitical disruptions. Increases in our average buy rates outpaced our ability to pass through higher sell rates during the quarter, as a result of timing and our buy rate mix. The growth in demand coupled with carrier-driven capacity constraints such as blank sailings and other restrictive measures created a more balanced supply demand environment which led to increased buy rates.
Ocean freight consolidation revenues and expenses decreased 18% and 16%, respectively, for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to 17% and 14% decreases in average sell and buy rates and a 2% decrease in containers shipped. The declines in average buy rates and sell rates are due to available capacity exceeding demand, especially in the first quarter of 2026.
South Asia ocean freight and ocean services revenues and expenses increased 15% and 16% for the three months ended June 30, 2026 and 7% and 5%, respectively, for the six-months ended June 30, 2026, as compared to the same periods in 2025 and driven by 6% and 9% increases in containers shipped.
North Asia ocean freight and ocean services revenues decreased 4% and 1%, respectively, for the three months ended June 30, 2026, as compared to the same period in 2025, due to average lower sell rates and buy rates in the first part of the quarter, partially offset by a 2% increase in containers shipped. North Asia ocean freight and ocean services revenues and expenses decreased 24% and 25%, respectively, for the six months ended June 30, 2026 as compared to the same periods in 2025, due to a 5% decline in containers shipped and lower average sell and buy rates due to soft demand in the first five months of 2026 as compared to strong growth in the first half of 2025 as customers accelerated shipments in anticipation of tariff changes.
Order management revenues increased 21%, and 17%, respectively, for the three and six months ended June 30, 2026,and expenses increased 23%, and 17%, respectively, for the three and six months ended June 30, 2026, respectively, as compared to the same period in 2025 due to higher volumes from new and existing customers, coupled with continued customer expansion in South Asia.
Direct ocean freight forwarding revenues increased 2%, and 1%, respectively, for the three and six months ended June 30, 2026, and expenses increased 4%, and 2%, respectively, for the three and six months ended June 30, 2026, as compared to the same periods in 2025.
The global economic and trade environment are increasingly volatile with uncertainty in trade tariffs and inter-governmental disputes. Recent geopolitical tensions, most notably the Iran conflict and the closure of the Strait of Hormuz, have introduced additional risks. Further, carriers are expected to add new vessels in 2026 and 2027. While some volumes are shifting to other routes and as customers look to mitigate their exposure to U.S./China-specific tariffs, it is too early to know what the overall long-term impact on volumes might be. As passage through the Red Sea resumes, additional capacity may become available due to shorter transit times. These conditions could further affect sell and buy rates and our revenues and operating income, depending on how carriers adapt to conditions and manage available capacity.
19
Customs brokerage and other services:
Customs brokerage and other services revenues increased 27% and 22% and expenses increased 31% and 22% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. These changes are primarily due to increases in the number and complexity of customs clearances, road freight and warehousing and distribution. The continued complexity in customs brokerage due to the dynamic trade environment has resulted in higher fees and growing demand for our brokerage services from customers across many business sectors. Our road freight and warehousing and distribution services continued to be sustained by demand from technology customers and their investment in AI infrastructure, leading to higher shipment volumes and revenues from specialized services with higher rates, principally in North America and Europe.
North America revenues increased 33% and 26% and expenses increased 42% and 28% for the three and six months ended June 30, 2026, respectively, as compared to the same period in 2025. Europe revenues increased 14% and 17% and expenses increased 11% and 14%, respectively, for the three and six months ended June 30, 2026, as compared to the same period in 2025.
Customers value our customs brokerage services due to an increasingly dynamic and complex trade environment, and its impact on the declaration process, which often leads to the adoption of additional transportation and distribution services. Customers seek knowledgeable customs brokers with operational capacity and sophisticated systems capabilities critical to an overall logistics management program that are necessary to rapidly respond to changes in the regulatory and security environment. Should international trade slow or there is substantial removal of tariffs, our revenues and operating income could be negatively impacted.
Salaries and other expenses:
Salaries and related costs increased 22% and 15% for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025, principally due to a 4% increase in headcount, increases in base salaries, higher incentive compensation from improved operating results and termination costs incurred for the Global Technology restructuring.
The Company recorded $25 million in expenses in connection with the Global Technology restructuring in the second quarter of 2026, which represents the majority of the expected restructuring costs. The remaining costs are expected to be recognized over the second half of 2026 as certain employees are required to provide service through specified dates. See Note 9 for additional information.
Historically, the relatively consistent relationship between salaries and operating income has been the result of a compensation philosophy that has been maintained since the inception of our company: offer a modest base salary and the opportunity to share in a fixed and determinable percentage of the operating profit of the business unit controlled by each key employee. Using this compensation model, changes in individual incentive compensation occur in proportion to changes in our operating income, creating an alignment between branch and corporate performance and shareholder interests.
Our management compensation programs have always been incentive-based and performance driven. Total bonuses to field and executive management increased 21% for the six months ended June 30, 2026, when compared to the same period in 2025, primarily due to higher operating income.
Generally, no management bonuses can be paid unless the relevant business unit is profitable. Any operating losses must be offset in their entirety by operating profits before management is eligible for a bonus. Executive management, in limited circumstances, makes exceptions at the branch operating unit level. Since the most significant portion of management compensation comes from the incentive bonus programs, we believe that this cumulative feature is a disincentive to excessive risk taking by our managers. The outcome of any higher risk transactions, such as overriding established credit limits, would be known in a relatively short time frame. Management believes that when the potential and certain impact on the bonus is fully considered in light of the short operating cycle of our services, the potential for short-term gains that could be generated by engaging in risky business practices is sufficiently mitigated to discourage excessive and inappropriate risk taking. Management believes that both the stability and the long-term growth in revenues, operating income and net earnings are a result of the incentives inherent in our compensation programs.
Other expenses decreased 10% and 2%, respectively, for the three and six months ended June 30, 2026, as compared to the same periods in 2025. This decrease is primarily due to the recognition of a $16 million gain on the sale of a property in the second quarter 2026 and reduction in indirect taxes, offset by higher technology related expenses, and rent and occupancy expenses.
20
Income tax expense:
Our consolidated effective income tax rate was 25.4% and 25.2% for the three and six months ended June 30, 2026, respectively, down from 28.7% and 27.3% in the same periods of 2025. The declines were driven mainly by a smaller unfavorable impact from our international subsidiaries resulting from fewer nondeductible foreign expenses and lower expense from operations in countries with tax rates higher than those in the U.S.
The Company’s consolidated effective tax rate for the three and six months ended June 30, 2026, is higher than the U.S. federal statutory income tax rate of 21% primarily because of foreign withholding taxes on our international operations, state and local income taxes, and the higher rates applied to certain foreign subsidiaries. Foreign tax credits and the deduction for Foreign-Derived Deduction-Eligible Income (FDDEI) partially offset these costs.
Our tax rates depend on current tax laws, which could change through new legislative action, as well as additional interpretations and guidance issued by tax authorities. Our effective tax rate is subject to variation, and the effective tax rate may be more or less volatile based on the amounts of pre-tax income in various tax jurisdictions. Total consolidated foreign income tax expense reflects both the income taxes of our non-U.S. subsidiaries and the withholding taxes they pay on dividends that do not qualify for tax credits.
Currency and Other Risk Factors
The nature of our worldwide operations necessitates transacting in a multitude of currencies other than the U.S. dollar. That exposes us to the inherent risks of volatile international currency markets and governmental interference. Some of the countries where we maintain offices and/or have agency relationships maintain strict currency control regulations that influence our ability to hedge foreign currency exposure. Historically, derivative financial instruments have not been used to manage foreign currency risk. In lieu of the use of foreign currency derivatives we instead try to compensate for these exposures by accelerating international currency settlements among our offices and agents. In the future, we may enter into foreign currency hedging transactions to manage our foreign currency risk. There are also regulatory or commercial limitations on our ability to move money freely, which could be impacted by inter-governmental disputes or new trade restrictions. We had no foreign currency derivatives outstanding at June 30, 2026 and December 31, 2025. For the three and six months ended June 30, 2026, net foreign currency transactional losses were approximately $8 million and $6 million compared to net foreign currency losses of approximately $12 million and $17 million in the same periods in 2025. The net impact of foreign exchange rate fluctuation on the translation of our foreign operations, as included in other comprehensive income, was income of $4 million and loss of $8 million, net of taxes, in the three months and six months ended June 30, 2026, respectively, and income of $33 million and $47 million, net of taxes, in the three and six months ended June 30, 2025, respectively.
Historically, our business has not been adversely affected by inflation. Beginning in 2021 and continuing through 2025, many countries including the United States experienced elevated levels of inflation. As a result, our business continues to experience rising labor costs, service provider rate increases, higher rent and occupancy and other expenses. Due to the high degree of competition in the marketplace, we may not be able to increase our prices to our customers to offset this inflationary pressure, which could lead to an erosion in our margins and operating income in the future. Conversely, raising our prices to keep pace with inflationary pressure may result in a decrease in volume and customer demand for our services. As we are not required to purchase or maintain extensive property and equipment and have not otherwise incurred substantial interest rate-sensitive indebtedness, we currently have limited direct exposure to increased interest expense resulting from increases in interest rates.
There is uncertainty as to how supply and volatility in oil prices will continue to impact future buy rates and available airfreight capacity. Because fuel is an integral part of carriers' costs and impacts both our buy rates and sell rates, we expect our revenues and costs to be impacted as carriers adjust rates for the effect of changing fuel prices. To the extent that future fuel prices increase, and we are unable to pass through the increase to our customers, fuel price increases could adversely affect our operating income.
21
Liquidity and Capital Resources
Our principal source of liquidity is cash and cash equivalents and cash generated from operating activities. Net cash provided by operating activities for the three and six months ended June 30, 2026 was $179 million and $488 million as compared to $179 million and $522 million for the same periods in 2025. Net cash provided by operating activities in the three months ended June 30, 2026 was comparable to the same period in 2025 while the decrease of $34 million for the six months ended June 30, 2026, respectively, was primarily due to changes in working capital due to growth in activity in the second quarter of 2026. At June 30, 2026, working capital was $1,448 million, including cash and cash equivalents of $1,031 million. Other than our recorded lease liabilities, we had no long-term obligations or debt at June 30, 2026. Management believes that our current cash position and operating cash flows will be sufficient to meet our capital and liquidity requirements for at least the next 12 months and thereafter for the foreseeable future, including meeting any contingent liabilities related to standby letters of credit and other obligations.
As a customs broker, we make significant short-term cash advances for a select group of our credit-worthy customers. These cash advances are for customer obligations such as the payment of duties and taxes to customs authorities in various countries throughout the world. Higher duty rates have resulted in increases in the amounts we advance on behalf of our customers. Given the short time frame until we are reimbursed, we do not expect these outlays to have a significant effect on our liquidity. Cash advances are a “pass through” and are not recorded as a component of revenue and expense, except for fees associated with this service charged to customers. The billings of such advances to customers are accounted for as a direct increase in accounts receivable from the customer and a corresponding increase in accounts payable to governmental customs authorities. As a result of these “pass through” billings, the conventional Days Sales Outstanding or DSO calculation does not directly measure collection efficiency.
For customers that meet certain criteria, we have agreed to extend payment terms beyond our customary terms. Management believes that it has established effective credit control procedures and historically has experienced relatively insignificant collection problems.
Our business historically has been subject to seasonal fluctuations, and this is expected to continue in the future. Cash flows fluctuate as a result of this seasonality. Historically, the first quarter shows an excess of customer collections over customer billings. This results in positive cash flow. The increased activity associated with periods of higher demand (typically commencing late second or early third quarter and continuing well into the fourth quarter) causes an excess of customer billings over customer collections. This cyclical growth in customer receivables consumes available cash. However, there is no assurance that this seasonal pattern will hold true in future periods.
Cash provided by investing activities for the three months ended June 30, 2026 was $9 million compared to $16 million in cash used by investing activities for the same period in 2025 due to the recognition of proceeds from the sale of a property. Cash used in investing activities for the six months ended June 30, 2026 was $3 million as compared to $29 million for the same period in 2025, for the same reason as for the three months. Capital expenditures in the three and six months ended June 30, 2026 were primarily related to continuing investments in building and leasehold improvements and technology and facilities equipment. Total anticipated capital expenditures in 2026 are currently estimated to be approximately $60 million. This includes investments in technology infrastructure, leasehold and building improvements and routine capital expenditures.
Cash used in financing activities during the three and six months ended June 30, 2026 was $474 million and $764 million as compared to $340 million and $506 million, respectively, for the same periods in 2025. We have a Discretionary Stock Repurchase Plan under which management is allowed to repurchase shares to reduce the issued and outstanding stock to 130 million shares of common stock. A new repurchase program has been adopted as authorized by the Board of Directors in February 2026, as described in Part II, Item 2 of this report. We use the proceeds from stock option exercises, employee stock purchases and available cash to repurchase our common stock on the open market to reduce outstanding shares. During the three and six months ended June 30, 2026, we used cash to repurchase 2.3 million and 4.3 million shares of common stock at an average price of $151.50 and $148.87 per share compared to 2.0 million and 3.5 million shares of common stock at an average price of $112.05 and $114.31, respectively, during the same periods in 2025.
We follow established guidelines relating to credit quality, diversification and maturities of our investments to preserve principal and maintain liquidity. Historically, our investment portfolio has not been adversely impacted by disruptions occurring in the credit markets. However, there can be no assurance that our investment portfolio will not be adversely affected in the future.
We cannot predict what further impact ongoing uncertainties in the global economy, inflation, future interest rates, and political conflicts and uncertainty, may have on our operating results, freight volumes, pricing, amounts advanced on behalf of our customers, changes in consumer demand, carrier stability and capacity, customers’ abilities to pay or changes in competitors' behavior.
22
We maintain international unsecured bank lines of credit for short-term working capital purposes. A few of these credit lines are supported by standby letters of credit issued by a United States bank or guarantees issued by the Company to the foreign banks issuing the credit line. At June 30, 2026, borrowings under these credit lines were $32 million and we were contingently liable for $81 million from standby letters of credit and guarantees. The standby letters of credit and guarantees primarily relate to obligations of our foreign subsidiaries for credit extended in the ordinary course of business by direct carriers, primarily airlines, and for duty and tax deferrals available from governmental entities responsible for customs and value-added-tax (VAT) taxation. The total underlying amounts due and payable for transportation and governmental excises are properly recorded as obligations in the accounting records of the respective foreign subsidiaries, and there would be no need to record additional expense in the unlikely event the parent company is required to perform.
Our foreign subsidiaries regularly remit dividends to the U.S. parent company after evaluating their working capital requirements and funds necessary to finance local capital expenditures. In some cases, our ability to repatriate funds from foreign operations may be subject to foreign exchange controls or could be impacted by inter-governmental disputes or new trade restrictions. At June 30, 2026, cash and cash equivalent balances of $598 million were held by our non-United States subsidiaries, of which $7 million was held in banks in the United States. Earnings of our foreign subsidiaries are not considered to be indefinitely reinvested outside of the United States.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. These risks are primarily related to foreign exchange risk and changes in short-term interest rates. The potential impact of our exposure to these risks is presented below:
Foreign Exchange Risk
We conduct business in many different countries and currencies. Our business often results in billings issued in a country and currency that differs from that where the expenses related to the service are incurred. In the ordinary course of business, we create numerous intercompany transactions and may have receivables, payables and currencies that are not denominated in the local functional currency. This brings foreign exchange risk to our earnings. The principal foreign exchange risks to which Expeditors is exposed include Chinese Yuan, Indian Rupee, Euro, Mexican Peso, Canadian Dollar, British Pound and Vietnamese Dong.
Most of our subsidiaries operate in functional currencies other than the U.S. dollar. The translation of foreign subsidiaries' non-US denominated balance sheets and income statements into U.S. dollar for consolidated reporting, results in a cumulative translation adjustment to accumulated other comprehensive loss within shareholders' equity.
Foreign exchange rate translation sensitivity analysis can be quantified by estimating the impact on our earnings as a result of hypothetical changes in the value of the U.S. dollar, our functional currency, relative to the other currencies in which we transact business. All other things being equal, an average 10% weakening of the U.S. dollar, throughout the six months ended June 30, 2026, would have had the effect of raising operating income by approximately $37 million. An average 10% strengthening of the U.S. dollar, for the same period, would have the effect of reducing operating income by approximately $30 million. This analysis does not take into account changes in shipping patterns based upon this hypothetical currency fluctuation. For example, a weakening in the U.S. dollar would be expected to increase exports from the United States and decrease imports into the United States over some relevant period of time, but the exact effect of this change cannot be quantified without making speculative assumptions.
Historically, derivative financial instruments have not been used to manage foreign currency risk. For the three and six months ended June 30, 2026, net foreign currency transactional losses were approximately $8 million and $6 compared to net foreign currency transactional losses of approximately $12 million and $17 million, respectively, during the same periods in 2025. The net impact of foreign exchange rate fluctuation on the translation of our foreign operations, as included in other comprehensive income, was income of $4 million and loss of $8 million, net of taxes, in the three months and six months ended June 30, 2026 and income of $33 million and $47 million, net of taxes, in the three and six months ended June 30, 2025, respectively. In lieu of the use of foreign currency derivatives, we instead follow a policy of accelerating international currency settlements to manage foreign exchange risk relative to intercompany billings. As of June 30, 2026, we had approximately $194 million of net unsettled intercompany transactions. The majority of intercompany billings are resolved within 30 days.
23
Interest Rate Risk
At June 30, 2026, we had cash and cash equivalents of $1,031 million of which $372 million was invested at various short-term market interest rates. We had no long-term debt at June 30, 2026. A hypothetical change in the interest rate of 10 basis points at June 30, 2026 would not have a significant impact on our earnings. In management’s opinion, there has been no material change in our interest rate risk exposure in the second quarter of 2026.
Item 4. Controls and Procedures
Our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The controls are designed to also ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and based on their evaluation have concluded the disclosure controls and procedures were effective as of that date.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the second quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Expeditors is involved in claims, lawsuits, government investigations, income, transfer pricing and indirect tax audits and other legal matters that arise in the ordinary course of business and are subject to inherent uncertainties. Currently, in management's opinion and based upon advice from legal and tax advisors, none of these matters are expected to have a material effect on our operations, cash flows or financial position. As of June 30, 2026, the amounts recorded for claims, lawsuits, government investigations and other legal matters are not significant to our operations, cash flows or financial position. At this time, we are unable to estimate any additional loss or range of reasonably possible losses, if any, beyond the amounts recorded, that might result from the resolution of these matters.
Item 1A. Risk Factors
In addition to the other information set forth in this report, careful consideration should be given to the risk factors under Item 1A Risk Factors in our Annual Report on Form 10-K filed on February 25, 2026. There have been no material changes in Expeditors' risk factors from those disclosed under Item 1A Risk Factors in our annual report on Form 10-K filed on February 25, 2026.
24
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
ISSUER PURCHASES OF EQUITY SECURITIES
(shares in thousands)
Period |
|
Total number |
|
|
Average price |
|
|
Total number |
|
|
Maximum |
|
||||
April 1-30, 2026 |
|
|
1,199 |
|
|
$ |
146.45 |
|
|
|
1,199 |
|
|
|
581 |
|
May 1-31, 2026 |
|
|
527 |
|
|
|
151.54 |
|
|
|
527 |
|
|
|
849 |
|
June 1-30, 2026 |
|
|
560 |
|
|
|
162.18 |
|
|
|
560 |
|
|
|
21 |
|
Total |
|
|
2,286 |
|
|
$ |
151.50 |
|
|
|
2,286 |
|
|
|
21 |
|
1Repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases including through a Rule 10b5-1 plan. The Company’s existing repurchase authorization permits repurchases until outstanding shares are reduced to 130 million.
2Average price paid per share includes transaction costs associated with the repurchases.
Expeditors maintains a discretionary share repurchase program originally authorized by the Board of Directors in 2001 and subsequently amended from time to time. The most recent amendment in effect was approved on February 19, 2024, which authorized share repurchases sufficient to reduce outstanding common shares from 140 million to 130 million. The program's expiry would occur when outstanding common shares reached 130 million, which occurred subsequent to the second quarter on July 1, 2026. Pursuant to Board authorization on February 23, 2026, a new share repurchase program became effective upon expiration of the prior program and permits the repurchase of up to $3.0 billion of the Company's common stock. The new program has no set expiration date and may be terminated by the Board at any time.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
The amendments to the Bylaws, among other things, revise certain provisions relating to the conduct of shareholder meetings, including the expansion of authority of the chairperson of such meetings with respect to convening, postponing, recessing, and adjourning shareholder meetings and establishing rules and procedures governing their conduct.
The amendments to the Bylaws also update the advanced notice provisions governing shareholder proposals and director nominations by clarifying the timing, informational, and procedural requirements applicable to shareholders seeking to nominate directors or bring other business before a meeting of the shareholders. The amendments expand the disclosure required to be delivered to the Secretary of the Company in connection with shareholder proposals and the nomination of directors, including disclosure of certain shareholder ownership interests, material relationships with the Company, its affiliates, and competitors, and other information as reasonably requested by the Company to evaluate the proposal or nomination.
The amendments to the Bylaws also modify certain procedural requirements applicable to shareholder nominations,
25
including provisions relating to the accuracy and verification of information submitted by shareholders, director nominee interview requirements, and director nominee representations.
The material amendments discussed above are contained in the following sections of the Bylaws: Article II, sections 2, 4, 5, 8c, 16b-e, 15Ad, 16Af, 16, 16c-f and Article IV section 16. The information above is a summary of the material changes to the Bylaws and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
26
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K.
Exhibit Number |
|
Description |
|
|
|
3.1 |
|
Amended and Restated Bylaws of Expeditors International of Washington, Inc. dated August 3, 2026 |
|
|
|
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
10.3 |
|
|
|
|
|
10.4 |
|
|
|
|
|
10.5 |
|
|
|
|
|
10.6 |
|
|
|
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, has been formatted in Inline XBRL. |
27
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, thereunto duly authorized.
|
|
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. |
|
|
|
August 5, 2026 |
|
/s/ DANIEL R. WALL |
|
|
Daniel R. Wall, President, Chief Executive Officer and Director |
|
|
|
August 5, 2026 |
|
/s/ DAVID A. HACKETT |
|
|
David A. Hackett, Senior Vice President and Chief Financial Officer |
28