10-Q 1 a2029852z10-q.htm FORM 10-Q Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


(Mark One)

 
/x/
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

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: 0-13468


EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)

Washington
(State of other jurisdiction of
incorporation or organization)
  91-1069248
(IRS Employer
Identification Number)
 
1015 Third Avenue, 12th Floor
 
 
 
 
Seattle, Washington   98104
(Address of principal executive offices)   (Zip Code)

(206) 674-3400
(Registrant's telephone number, including area code)


    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. Yes /x/  No / /

    At November 9, 2000, the number of shares outstanding of the issuer's Common Stock was 51,405,844.

Page 1 of 15 pages.
The Exhibit Index appears on page 15.





PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

    EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)

 
  September 30,
2000

  December 31,
1999

 
 
  (Unaudited)

   
 
Assets  
Current assets:              
  Cash and cash equivalents   $ 142,998   $ 71,183  
  Short term investments     230     1,171  
  Accounts receivable, less allowance for doubtful accounts of $11,088 at September 30, 2000 and $10,266 at December 31, 1999     364,879     314,789  
  Other current assets     17,435     15,566  
   
 
 
    Total current assets     525,542     402,709  
 
Property and equipment, less accumulated depreciation and amortization of $79,775 at September 30, 2000 and $67,684 at December 31, 1999
 
 
 
 
 
103,941
 
 
 
 
 
105,905
 
 
Deferred Federal and state income taxes     8,614     5,584  
Other assets, net     22,737     21,263  
   
 
 
    $ 660,834   $ 535,461  
       
 
 
 
Liabilities and Shareholders' Equity
 
 
Current liabilities:              
  Short-term borrowings     4,524     19,442  
  Accounts payable     249,384     184,805  
  Federal, state and foreign income taxes     18,084     11,081  
  Deferred Federal and state income taxes     7,466     3,232  
  Other current liabilities     41,508     34,516  
   
 
 
    Total current liabilities     320,966     253,076  
 
Shareholders' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Preferred stock, par value $.01 per share. Authorized 2,000,000 shares; none issued          
  Common stock, par value $.01 per share.              
    Authorized 160,000,000 shares; issued and outstanding 51,420,571 shares at September 30, 2000, and 50,644,407 shares at December 31, 1999     514     507  
  Additional paid-in capital     37,921     29,729  
  Retained earnings     310,712     257,198  
  Accumulated other comprehensive loss     (9,279 )   (5,049 )
   
 
 
  Total shareholders' equity     339,868     282,385  
   
 
 
    $ 660,834   $ 535,461  
       
 
 

See accompanying notes to condensed consolidated financial statements.

Certain 1999 amounts have been reclassified to conform to the 2000 presentation.

2


EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(In thousands, except share data)
(Unaudited)

 
  Three months ended
September 30,

  Nine months ended
September 30,

 
 
  2000
  1999
  2000
  1999
 
Revenues:                          
  Airfreight   $ 277,658   $ 248,215   $ 722,311   $ 637,521  
  Ocean freight     142,818     111,365     355,032     260,672  
  Customs brokerage and import services     54,887     46,559     151,560     123,639  
   
 
 
 
 
    Total revenues     475,363     406,139     1,228,903     1,021,832  
   
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Airfreight consolidation     215,798     200,846     564,386     507,280  
  Ocean freight consolidation     108,240     85,574     269,606     196,190  
  Salaries and related costs     77,431     64,019     213,115     176,025  
  Selling and promotion     5,026     4,399     14,401     12,244  
  Depreciation and amortization     5,620     5,359     16,758     15,232  
  Rent     4,722     4,560     14,030     13,238  
  Other     18,859     12,985     48,301     37,811  
   
 
 
 
 
    Total operating expenses     435,696     377,742     1,140,597     958,020  
   
 
 
 
 
   
Operating income
 
 
 
 
 
39,667
 
 
 
 
 
28,397
 
 
 
 
 
88,306
 
 
 
 
 
63,812
 
 
 
Interest expense
 
 
 
 
 
(164
 
)
 
 
 
(326
 
)
 
 
 
(276
 
)
 
 
 
(733
 
)
Interest income     1,819     488     3,939     1,623  
Other, net     (56 )   (17 )   (280 )   240  
   
 
 
 
 
  Other income, net     1,599     145     3,383     1,130  
   
 
 
 
 
Earnings before income taxes     41,266     28,542     91,689     64,942  
Income tax expense     15,624     10,703     34,592     24,353  
   
 
 
 
 
  Net earnings   $ 25,642   $ 17,839   $ 57,097   $ 40,589  
       
 
 
 
 
Basic earnings per share   $ .50   $ .35   $ 1.12   $ .81  
       
 
 
 
 
Diluted earnings per share   $ .47   $ .33   $ 1.05   $ .75  
       
 
 
 
 
Weighted average basic shares outstanding     51,396,972     50,381,950     51,059,861     50,014,832  
   
 
 
 
 
Weighted average diluted shares outstanding     54,844,898     54,095,025     54,613,677     53,761,888  
   
 
 
 
 

See accompanying notes to condensed consolidated financial statements.

3


EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 
  Three months ended
September 30,

  Nine months ended
September 30,

 
 
  2000
  1999
  2000
  1999
 
Operating activities:                          
  Net earnings   $ 25,642   $ 17,839   $ 57,097   $ 40,589  
  Adjustments to reconcile net earnings to net cash provided by operating activities:                          
    Provision for losses on accounts receivable     1,888     400     2,714     1,539  
    Deferred income tax expense (benefit)     1,087     (788 )   3,632     (1,176 )
    Tax benefits from employee stock plans     925     1,691     7,740     9,150  
    Depreciation and amortization     5,620     5,359     16,758     15,232  
    Other     130     121     621     515  
   
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Increase in accounts receivable     (59,015 )   (48,166 )   (50,315 )   (78,219 )
    Increase (decrease) in other current assets     2,769     5,080     (2,282 )   (6,405 )
    Increase in accounts payable and other current liabilities     41,561     31,709     76,187     49,766  
   
 
 
 
 
Net cash provided by operating activities     20,607     13,245     112,152     30,991  
   
 
 
 
 
 
Investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Decrease (increase) in short-term investments     2     (963 )   935     (746 )
  Purchase of property and equipment     (5,756 )   (5,955 )   (17,095 )   (18,628 )
  Other     (12 )   (1,840 )   (1,666 )   (5,130 )
   
 
 
 
 
 
Net cash used by investing activities
 
 
 
 
 
(5,766
 
)
 
 
 
(8,758
 
)
 
 
 
(17,826
 
)
 
 
 
(24,504
 
)
   
 
 
 
 
Financing activities:                          
  Short-term borrowings, net     2,014     (15,545 )   (14,738 )   4,543  
  Proceeds from issuance of common stock     6,095     4,758     9,700     7,892  
  Repurchases of common stock     (5,740 )   (308 )   (9,241 )   (3,587 )
  Dividends paid             (3,583 )   (2,503 )
   
 
 
 
 
Net cash provided (used) by financing activities     2,369     (11,095 )   (17,862 )   6,345  
 
Effect of exchange rate changes on cash
 
 
 
 
 
(2,815
 
)
 
 
 
318
 
 
 
 
 
(4,649
 
)
 
 
 
(1,655
 
)
   
 
 
 
 
Increase (decrease) in cash and cash equivalents     14,395     (6,290 )   71,815     11,177  
 
Cash and cash equivalents at beginning of period
 
 
 
 
 
128,603
 
 
 
 
 
66,896
 
 
 
 
 
71,183
 
 
 
 
 
49,429
 
 
 
Cash and cash equivalents at end of period
 
 
 
$
 
142,998
 
 
 
$
 
60,606
 
 
 
$
 
142,998
 
 
 
$
 
60,606
 
 
       
 
 
 
 
Interest and taxes paid:                          
  Interest     9     324     166     701  
  Income taxes     3,464     3,251     15,412     17,236  

See accompanying notes to condensed consolidated financial statements.

Certain 1999 amounts have been reclassified to conform to the 2000 presentation.

4


EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

    The attached 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 footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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 which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Certain 1999 amounts have been reclassified to conform to the 2000 presentation. 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 or about March 29, 2000.

Note 2. Comprehensive Income

    Comprehensive income consists of net income and other gains and losses affecting shareholders' equity that, under generally accepted accounting principles, are excluded from net income. For the Company, these consist of foreign currency translation gains and losses, net of related income tax effects.

    The components of total comprehensive income for interim periods are presented in the following table:

 
  Three months ended
September 30,

  Nine months ended
September 30,

 
(in thousands)

  2000
  1999
  2000
  1999
 
 
Net Earnings
 
 
 
$
 
25,642
 
 
 
$
 
17,839
 
 
 
$
 
57,097
 
 
 
$
 
40,589
 
 
   
Foreign currency translation adjustments net of tax of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    $1,070 and $11 for 3 months ended September 30, 2000 and 1999, and $2,278 and $722 for the 9 months ended September 30, 2000 and 1999.     (1,987 )   21     (4,230 )   (1,341 )
   
 
 
 
 
Total comprehensive income   $ 23,655   $ 17,860   $ 52,867   $ 39,248  
       
 
 
 
 

5


Note 3. Business Segment Information

    Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" establishes standards for the way that public companies report selected information about segments in their financial statements.

    The Company is organized functionally in geographic operating segments. Accordingly, management focuses its attention on revenues, net revenues, operating income, identifiable assets, capital expenditures, depreciation and amortization and equity generated by or allocated to each of these geographical areas when evaluating effectiveness of geographic management.

    Financial information regarding the Company's operations by geographic area for the three and nine months ended September 30, 2000 are as follows:

(in thousands)

  United
States

  Other
North
America

  Far
East

  Europe
  Australia/
New Zealand

  Latin
America

  Middle
East

  Eliminations
  Consolidated
Three months ended September 30, 2000:                                      
Revenues from unaffiliated customers   $ 113,263   9,436   272,906   55,324   3,758   3,667   17,009       475,363
Transfers between geographic areas   $ 6,813   344   998   2,408   831   674   758   (12,826 )
   
 
 
 
 
 
 
 
 
Total revenues   $ 120,076   9,780   273,904   57,732   4,589   4,341   17,767   (12,826 ) 475,363
     
 
 
 
 
 
 
 
 
Net revenues   $ 65,138   6,538   42,229   26,825   2,880   2,232   5,483       151,325
Operating income   $ 9,927   1,088   19,568   6,616   566   443   1,459       39,667
Identifiable assets at quarter end   $ 337,122   22,483   139,799   104,978   9,540   9,388   19,596   17,928   660,834
Capital expenditures   $ 2,896   557   845   684   115   234   425       5,756
Depreciation and amortization   $ 3,081   292   961   801   143   88   254       5,620
Equity   $ 339,868   4,094   105,011   27,237   6,447   757   5,279   (148,825 ) 339,868
   
 
 
 
 
 
 
 
 
Three months ended September 30, 1999:                                      
Revenues from unaffiliated customers   $ 91,296   6,175   242,252   46,931   3,546   2,155   13,784       406,139
Transfers between geographic areas   $ 5,352   309   859   1,947   876   549   626   (10,518 )
   
 
 
 
 
 
 
 
 
Total revenues   $ 96,648   6,484   243,111   48,878   4,422   2,704   14,410   (10,518 ) 406,139
     
 
 
 
 
 
 
 
 
Net revenues   $ 54,691   4,503   28,058   24,030   2,933   1,299   4,205       119,719
Operating income   $ 9,434   671   11,385   5,354   608   123   822       28,397
Identifiable assets at quarter end   $ 277,390   17,155   94,804   93,175   9,518   5,625   14,927   16,984   529,578
Capital expenditures   $ 2,986   361   613   848   219   84   844       5,955
Depreciation and amortization   $ 2,946   154   914   843   158   66   278       5,359
Equity   $ 267,397   2,467   70,875   22,798   6,095   (365 ) 2,608   (104,478 ) 267,397
   
 
 
 
 
 
 
 
 
Nine months ended September 30, 2000:                                      
Revenues from unaffiliated customers   $ 315,385   24,015   668,687   151,743   10,416   10,274   48,383       1,228,903
Transfers between geographic areas   $ 16,681   890   2,802   6,714   2,375   1,950   2,286   (33,698 )
   
 
 
 
 
 
 
 
 
Total revenues   $ 332,066   24,905   671,489   158,457   12,791   12,224   50,669   (33,698 ) 1,228,903
     
 
 
 
 
 
 
 
 
Net revenues   $ 177,181   17,560   96,353   74,726   8,435   5,847   14,809       394,911
Operating income   $ 23,121   2,207   40,113   16,639   1,743   1,092   3,391       88,306
Identifiable assets at quarter end   $ 337,122   22,483   139,799   104,978   9,540   9,388   19,596   17,928   660,834
Capital expenditures   $ 8,704   1,437   2,761   2,493   368   476   856       17,095
Depreciation and amortization   $ 9,344   815   2,749   2,404   413   235   798       16,758
Equity   $ 339,868   4,094   105,011   27,237   6,447   757   5,279   (148,825 ) 339,868
   
 
 
 
 
 
 
 
 
Nine months ended September 30, 1999:                                      
Revenues from unaffiliated customers   $ 256,085   17,012   575,834   124,970   9,254   5,092   33,585       1,021,832
Transfers between geographic areas   $ 13,033   725   2,449   5,230   2,332   1,382   1,304   (26,455 )
     
 
 
 
 
 
 
 
 
Total revenues   $ 269,118   17,737   578,283   130,200   11,586   6,474   34,889   (26,455 ) 1,021,832
     
 
 
 
 
 
 
 
 
Net revenues   $ 147,317   12,248   72,234   64,514   7,907   3,445   10,697       318,362
Operating income   $ 19,599   1,745   26,233   12,908   1,489   230   1,608       63,812
Identifiable assets at quarter end   $ 277,390   17,155   94,804   93,175   9,518   5,625   14,927   16,984   529,578
Capital expenditures   $ 10,068   1,024   2,120   2,753   482   246   1,935       18,628
Depreciation and amortization   $ 8,452   442   2,496   2,429   457   182   774       15,232
Equity   $ 267,397   2,467   70,875   22,798   6,095   (365 ) 2,608   (104,478 ) 267,397
   
 
 
 
 
 
 
 
 

The Company charges its subsidiaries and affiliates for services rendered in the United States on a cost recovery basis.

6


Note 4. Basic and Diluted Earnings per Share

    The following table reconciles the numerator and denominator of the basic and diluted per share computations for the three months and nine months ended September 30, 2000 and 1999:

 
  Three months ended September 30,
(in thousands, except share
and per share amounts)

  Net
Earnings

  Weighted Average
Shares

  Earnings
Per Share

2000                
Basic earnings per share   $ 25,642   51,396,972   $ .50
Effect of dilutive potential common shares       3,447,926    
   
 
 
Diluted earnings per share   $ 25,642   54,844,898   $ .47
     
 
 
1999                
Basic earnings per share   $ 17,839   50,381,950   $ .35
Effect of dilutive potential common shares       3,713,075    
   
 
 
Diluted earnings per share   $ 17,839   54,095,025   $ .33
     
 
 
 
  Nine months ended September 30,
(in thousands, except share
and per share amounts)

  Net
Earnings

  Weighted Average
Shares

  Earnings
Per Share

2000                
Basic earnings per share   $ 57,097   51,059,861   $ 1.12
Effect of dilutive potential common shares       3,553,816    
   
 
 
Diluted earnings per share   $ 57,097   54,613,677   $ 1.05
     
 
 
1999                
Basic earnings per share   $ 40,589   50,014,832   $ .81
Effect of dilutive potential common shares       3,747,056    
   
 
 
Diluted earnings per share   $ 40,589   53,761,888   $ .75
     
 
 

Note 5. Recent Accounting Pronouncements

    Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" establishes accounting standards for derivative and hedging transactions. The Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.

    The Company follows a policy of accelerating international currency settlements to manage its foreign exchange exposure. The Company does not use derivative instruments and only enters into foreign currency hedging transactions in limited locations where regulatory or commercial limitations restrict the Company's ability to move money freely around the world. Any such hedging activity during each of the first three quarters of 2000 was insignificant.

    The Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition", to be effective the fourth quarter of 2000. The Company does not anticipate that compliance with SAB No. 101 will result in any material change to the Company's revenue recognition policies.

    Financial Accounting Standards Board (FAS) Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation" clarifies the application of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" for certain issues. The Interpretation was effective July 1, 2000. The implementation of FAS Interpretation No. 44 did not result in a significant impact on the Company's financial condition or results of operations.

7


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER SECURITIES LITIGATION REFORM ACT OF 1995; CERTAIN CAUTIONARY STATEMENTS

   Certain portions of this report on Form 10-Q including the section entitled "Currency and Other Risk Factors" and "Liquidity and Capital Resources" contain forward-looking statements which 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. In addition to risk factors identified elsewhere in this report, attention should be given to the factors identified and discussed in the Company's report on Form 10-K filed on or about March 29, 2000.


GENERAL

   Expeditors International of Washington, Inc. is engaged in the business of providing global logistics services, including international freight forwarding and consolidation, for both air and ocean freight. The Company acts as a customs broker in all domestic offices, and in many of its overseas offices. The Company also provides additional services for its customers including value added distribution, purchase order management, vendor consolidation and other logistics solutions. The Company offers domestic forwarding services only in conjunction with international shipments. The Company does not compete for overnight courier or small parcel business. The Company does not own or operate aircraft or steamships.

   International trade is influenced by many factors, including economic and political conditions in the United States and abroad, currency exchange rates, and United States and foreign laws and policies relating to tariffs, trade restrictions, foreign investments and taxation. Periodically, governments consider a variety of changes to current tariffs and trade restrictions. The Company cannot predict which, if any, of these proposals may be adopted, nor can the Company predict the effects adoption of any such proposal will have on the Company's business. Doing business in foreign locations also subjects the Company to a variety of risks and considerations not normally encountered by domestic enterprises. In addition to being affected by governmental policies concerning international trade, the Company's business may also be affected by political developments and changes in government personnel or policies in the nations in which it does business.

   The Company's ability to provide service to its customers is highly dependant on good working relationships with a variety of entities including airlines, steamship lines, and governmental agencies. The Company considers its current working relationships with these entities to be good. However, changes in space allotments available from carriers, governmental deregulation efforts, "modernization" of the regulations governing customs clearance, and/or changes in governmental quota restrictions could affect the Company's business in unpredictable ways.

   Historically, the Company's operating results have been subject to a seasonal trend when measured on a quarterly basis. The first quarter has traditionally been the weakest and the third and fourth quarters have traditionally been the strongest. This pattern is the result of, or is influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions and a myriad of other similar and subtle forces. In addition, this historical quarterly trend has been influenced by the growth and diversification of the Company's international network and service offerings. The Company cannot accurately forecast many of these factors nor can the Company estimate accurately the relative influence of any particular factor and, as a result, there can be no assurance that historical patterns, if any, will continue in future periods.

   A significant portion of the Company's revenues are derived from customers in industries whose shipping patterns are tied closely to consumer demand, and from customers in industries whose shipping patterns are dependent upon just-in-time production schedules. Therefore, the timing of the Company's revenues are, to a large degree, impacted by factors out of the Company's control, such as shifting consumer demand for retail goods 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, the Company 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, any such shortfall from levels predicted by securities analysts could have an immediate and adverse effect on the trading price of the Company's stock.


RESULTS OF OPERATIONS

   The following table shows the consolidated net revenues (revenues less consolidation expenses) attributable to the Company's principal services and the Company's expenses for the three and nine-month periods ended September 30, 2000 and 1999, expressed as percentages of net revenues. With respect to the Company's services other than consolidation, net revenues are identical to revenues. Management believes that net revenues are a better measure than total revenues of the relative importance of the Company's principal services since total revenues earned by the Company as a freight consolidator include the carriers' charges to the Company for carrying the shipment whereas revenues earned by the Company in its other capacities include only the commissions and fees actually earned by the Company.

8


   The table and the accompanying discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes thereto which appear elsewhere in this Quarterly Report.

 
  Three months ended September 30,
  Nine months ended September 30,
 
 
  2000
  1999
  2000
  1999
 
 
  Amount
  Percent
of net
revenues

  Amount
  Percent
of net
revenues

  Amount
  Percent
of net
revenues

  Amount
  Percent
of net
revenues

 
 
  (Amounts in thousands)

 
Net Revenues:                                          
Airfreight   $ 61,860   41 % $ 47,369   40 % $ 157,925   40 % $ 130,241   41 %
Ocean freight     34,578   23     25,791   21     85,426   22     64,482   20  
Customs brokerage and import services     54,887   36     46,559   39     151,560   38     123,639   39  
   
 
 
 
 
 
 
 
 
  Net revenues     151,325   100     119,719   100     394,911   100     318,362   100  
   
 
 
 
 
 
 
 
 
Operating expenses:                                          
Salaries and related costs     77,431   51     64,019   53     213,115   54     176,025   55  
Other     34,227   23     27,303   23     93,490   24     78,525   25  
   
 
 
 
 
 
 
 
 
  Total operating expenses     111,658   74     91,322   76     306,605   78     254,550   80  
   
 
 
 
 
 
 
 
 
Operating income     39,667   26     28,397   24     88,306   22     63,812   20  
Other income, net     1,599   1     145       3,383   1     1,130    
   
 
 
 
 
 
 
 
 
Earnings before income taxes     41,266   27     28,542   24     91,689   23     64,942   20  
Income tax expense     15,624   10     10,703   9     34,592   9     24,353   7  
   
 
 
 
 
 
 
 
 
  Net earnings   $ 25,642   17 % $ 17,839   15 % $ 57,097   14 % $ 40,589   13 %
       
 
 
 
 
 
 
 
 

   Airfreight net revenues increased 31% and 21% for the three and nine-month periods ended September 30, 2000 as compared with the same periods for 1999. These increases were primarily due to increased airfreight tonnage handled by the Company's expanding global network.

   Ocean freight net revenues increased 34% and 32% for the three and nine-month periods ended September 30, 2000 as compared with the same periods for 1999. The Company continued to aggressively market competitive ocean freight rates primarily on freight moving eastbound from the Far East. The ocean forwarding business and ECMS (Expeditors Cargo Management Systems), the Company's ocean freight consolidation management and purchase order tracking service, were again instrumental in helping the Company to expand market share.

   Customs brokerage and import services increased 18% and 23% for the three and nine-month periods ended September 30, 2000 as compared with the same periods for 1999. These increases were the result of 1) the Company's growing reputation for providing high quality service, 2) consolidation within the customs brokerage market as customers seek out brokers with sophisticated computerized capabilities critical to an overall logistics management program, and 3) the growing importance of distribution services as a separate and distinct service offered to existing and potential customers, which is included in this category.

   Salaries and related costs increased during the three and nine-month periods ended September 30, 2000 compared with the same periods in 1999 as a result of (1) the Company's increased hiring of sales, operations, and administrative personnel in existing and new offices to accommodate increases in business activity, and (2) increased compensation levels. Salaries and related costs have, however, decreased as a percentage of net revenues—a measure that management believes is significant in assessing the effectiveness of corporate cost containment objectives. This decrease is primarily due to the Company's handling increased volumes of business in the third quarter of 2000 compared to the same quarter of 1999, without a commensurate increase in staff. The relatively consistent relationship between salaries and net revenues is the result of a compensation philosophy that has been maintained since the inception of the 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 compensation will occur in proportion to changes in Company profits. Management believes that the organic growth in revenues, net revenues and net earnings for the three and nine-month periods ended September 30, 2000 and 1999 are a direct result of the incentives inherent in the Company's compensation program.

9


   Other operating expenses increased for the three and nine-month periods ended September 30, 2000 as compared with the same periods in 1999 as rent expense, communications expense, quality and training expenses, and other costs expanded to accommodate the Company's growing operations. Other operating expenses as a percentage of net revenues remained constant for the three-month period and decreased for the nine-month period ended September 30, 2000 as compared with the same periods in 1999.

   The increase in other income, for both the three and nine-month periods ended September 30, 2000 over the same period in 1999 is principally a result of increased interest income earned on higher invested cash balances. The Company attributes higher invested cash balances in 2000 compared with 1999 to greater efficiency in billing and collections.

   The Company pays income taxes in the United States and other jurisdictions. In addition, the Company pays various other taxes, which are typically included in costs of operations. Effective income tax rates during the three and nine-month periods ended September 30, 2000 increased slightly as compared with the same periods in 1999.


Currency and Other Risk Factors

   International air/ocean freight forwarding and customs brokerage are intensively competitive and are expected to remain so for the foreseeable future. There are a large number of entities competing in the international logistics industry; however, the Company's primary competition is confined to a relatively small number of companies within this group. While there is currently a marked trend within the industry toward consolidation into large firms with multinational offices and agency networks, regional and local broker/ forwarders remain a competitive force.

   Historically, the primary competitive factors in the international logistics industry have been price and quality of service, including reliability, responsiveness, expertise, convenience, and scope of operations. The Company emphasizes quality service and believes that its prices are competitive with those of others in the industry. Recently, customers have exhibited a trend toward the more sophisticated and efficient procedures for the management of the logistics supply chain by embracing strategies such as just-in-time inventory management. Accordingly, sophisticated computerized customer service capabilities and a stable worldwide network have become significant factors in attracting and retaining customers.

   Developing these systems and a worldwide network has added a considerable indirect cost to the services provided to customers. Smaller and middle-tier competitors, in general, do not have the resources available to develop customized systems and a worldwide network. As a result, there is a significant amount of consolidation currently taking place in the industry. Management expects that this trend toward consolidation will continue for the short to medium-term.

   The nature of the Company's worldwide operations necessitates the Company dealing with a multitude of currencies other than the U.S. Dollar. This results in the Company being exposed to the inherent risks of the international currency markets and governmental interference. Many of the countries where the Company maintains offices and/or agency relationships have strict currency control regulations which influence the Company's ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among these offices or agents. Foreign currency gains and losses recognized during the third quarter and for the first nine months of 2000 and 1999 were immaterial.

   The Company has traditionally generated revenues from airfreight, ocean freight and customs brokerage and import services. In light of the customer-driven trend to provide customer rates on a door-to-door basis, management foresees the potential, in the medium to long-term, for fees normally associated with customs house brokerage to be de-emphasized and included as a component of other services offered by the Company.

   On January 1, 1999, eleven of fifteen member countries of the European Union established fixed conversion rates between their existing currencies ("legacy currencies") and a new common currency—the Euro. The Euro trades on currency exchanges and may be used in business transactions. The conversion to the Euro eliminates currency exchange rate risk between the member countries. Beginning in January 2002, new Euro-denominated bills and coins will be issued and legacy currencies will be withdrawn from circulation. The Company has established plans to address the issues raised by the Euro currency conversion including the need to adapt computer systems and business processes to accommodate Euro-denominated transactions. Since existing financial systems currently accommodate multiple currencies, the plans contemplate full conversion by the end of 2001. The Company does not expect the conversion costs to be material. Due to numerous uncertainties, the Company is evaluating the effects one common European currency will have on pricing. The Company is unable to predict the resulting impact, if any, on the Company's consolidated financial statements.


Sources of Growth

   Acquisitions—Historically, growth through aggressive acquisition has proven to be a challenge for many of the Company's competitors and typically involves the purchase of significant "goodwill", the value of which can be realized in large measure only by retaining the customers and profit margins of the acquired business. As a result, the Company has pursued a strategy emphasizing organic growth supplemented by certain strategic acquisitions, where future economic benefit significantly exceeds the "goodwill" recorded in the transaction.

10


   Office Openings—The Company opened five start-up offices during the third quarter of 2000, as follows:

North America
  Asia
  Europe
Washington D.C.   Saipan, Mariana Islands   Bordeaux, France
Kansas City, MO        
Savannah, GA        

   Internal Growth—Management believes that a comparison of "same store" growth is critical in the evaluation of the quality and extent of the Company's internally generated growth. This "same store" analysis isolates the financial contributions from offices that have been included in the Company's operating results for at least one full year. The table below presents same store comparisons for the quarter and for the nine months ended September 30, 2000 (which is the measure of any increase from the same period of 1999) and for the quarter and the nine months ended September 30, 1999 (which measures growth over 1998).

 
  For the three months ended September 30,
  For the nine months ended September 30,
 
 
  2000
  1999
  2000
  1999
 
 
Net revenue
 
 
 
25
 
%
 
26
 
%
 
23
 
%
 
23
 
%
Operating income   39 % 25 % 38 % 22 %

Liquidity and Capital Resources

   The Company's principal source of liquidity is cash generated from operating activities. Net cash provided by operating activities for the nine months ended September 30, 2000 was approximately $112.1 million, as compared with $31.0 million for the same period of 1999. This $81.1 million increase is principally due to a smaller increase in accounts receivable ($27.9 million) and a larger increase in accounts payable ($26.4 million).

   As stated elsewhere, the Company's business is subject to seasonal fluctuations. Cash flow fluctuates 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 peak season (typically commencing late second or early third quarter) causes an excess of customer billings over customer collections. This cyclical growth in customer receivables consumes available cash. In this situation, the Company has utilized short-term borrowings to satisfy normal operating expenditures. These short-term borrowings have been repaid when the trend reverses and customer collections exceed customer billings.

   As a customs broker, the Company makes significant 5-10 business day cash advances for the payment of duties and freight. These advances are made as an accommodation for a select group of credit-worthy customers. Cash advances are a "pass through" and are not recorded as a component of revenue and expense, but are accounted for as a direct increase in accounts receivable. As a result of these "pass through" billings, the conventional Days Sales Outstanding or DSO calculation does not directly measure collection efficiency.

   Cash used in investing activities for the nine months ended September 30, 2000 was $17.8 million, as compared with $24.5 million during the same period of 1999. The largest use of cash in investing activities is cash paid for capital expenditures. In the first nine months of 2000, the Company made capital expenditures of $17.1 million as compared with $18.6 million for the same period in 1999. Capital expenditures in 2000 and in 1999 related primarily to investments in technology and office furniture and equipment.

   Cash used in financing activities during the first nine months of 2000 was $17.9 million as compared with cash provided by financing activities of $6.3 million for same period in 1999. In 2000, the Company paid down $14.7 million on short-term borrowings, as compared with an increase in short-term borrowings of $4.5 million that occurred during the same period of 1999. The Company uses the proceeds from stock option exercises to repurchase the Company's stock on the open market. The differences shown at the end of the third quarter of 2000 and 1999 between proceeds from the issuance of common stock and the amounts paid to repurchase common stock represent a timing difference in the receipt of proceeds and the subsequent repurchase of outstanding shares.

   At September 30, 2000, working capital was $205 million, including cash and short-term investments of $143 million. The Company had no long-term debt at September 30, 2000. While the nature of its business does not require an extensive investment in property and equipment, the Company cannot eliminate the possibility that it could acquire an equity interest in property in certain geographic locations. The Company currently expects to spend approximately $25 million on property and equipment in 2000, which is expected to be financed with cash, short-term floating rate, and/or long-term fixed-rate borrowings.

   The Company borrows internationally and domestically under unsecured bank lines of credit totaling $53.3 million. At September 30, 2000, the Company was directly liable for $4.5 million drawn on these lines of credit and was contingently liable for an additional $11.6 million from standby letters of credit. In addition, the Company maintains a bank facility with its U.K. bank for $7.4 million.

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   Management believes that the Company's current cash position, bank financing arrangements, and operating cash flows will be sufficient to meet its capital and liquidity requirements for the foreseeable future.

   In some cases, the Company's ability to repatriate funds from foreign operations may be subject to foreign exchange controls. In addition, certain undistributed earnings of the Company's subsidiaries accumulated through December 31, 1992 would, under most circumstances, be subject to some additional United States income tax if distributed to the Company. The Company has not provided for this additional tax because the Company intends to reinvest such earnings to fund the expansion of its foreign activities, or to distribute them in a manner in which no significant additional taxes would be incurred.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   The Company is exposed to market risks in the ordinary course of its business. These risks are primarily related to foreign exchange risk and changes in short-term interest rates. The potential impact of the Company's exposure to these risks is presented below:


Foreign Exchange Risk

   The Company conducts business in many different countries and currencies. The Company's business often results in revenue billings issued in a country and currency which differs from that where the expenses related to the service are incurred. In the ordinary course of business, the Company creates numerous intercompany transactions. This brings a market risk to the Company's earnings.

   Foreign exchange rate sensitivity analysis can be quantified by estimating the impact on the Company's earnings as a result of hypothetical changes in the value of the U.S. Dollar, the Company's functional currency, relative to the other currencies in which the Company transacts business. All other things being equal, an average 10% weakening of the U.S. Dollar, throughout the nine months ended September 30, 2000, would have had the effect of raising operating income approximately $6.1 million. An average 10% strengthening of the U.S. Dollar, for the same period, would have had the effect of reducing operating income approximately $5.0 million.

   The Company has approximately $30 million of intercompany transactions unsettled at any one point in time. The Company currently does not use derivative financial instruments to manage foreign currency risk and only enters into foreign currency hedging transactions in limited locations where regulatory or commercial limitations restrict the Company's ability to move money freely around the world. Any such hedging activity during each of the first three quarters of 2000 was insignificant. The Company instead follows a policy of accelerating international currency settlements to manage foreign exchange risk relative to intercompany billings. The majority of intercompany billings are resolved within 30 days and intercompany billings arising in the normal course of business are fully settled within 90 days.


Interest Rate Risk

   At September 30, 2000, the Company had cash and cash equivalents and short-term investments of $143.2 million and short-term borrowings of $4.5 million, all subject to variable short-term interest rates. A hypothetical change in the interest rate of 10% would have an insignificant impact on the Company's earnings.

   In management's opinion, there has been no material change in the Company's market risk exposure in the third quarter of 2000.

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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

    The Company is ordinarily involved in claims and lawsuits which arise in the normal course of business, none of which currently, in management's opinion, will have a significant effect on the Company's financial condition.

Item 6. Exhibits and Reports on Form 8-K

(a)
Exhibits required by Item 601 of Regulation S-K.

Exhibit
Number

  Description

27.1   Financial Data Schedule, Edgar Filing Only
(b)
Reports on Form 8-K

    No reports on Form 8-K were filed in the quarter ended September 30, 2000.

13



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.
 
November 13, 2000
 
 
 
 
 
 
 
/s/ 
PETER J. ROSE   
Peter J. Rose,
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
November 13, 2000
 
 
 
 
 
 
 
/s/ 
R. JORDAN GATES   
R. Jordan Gates,
Executive Vice President-
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

14


EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES

Form 10-Q Index and Exhibits

September 30, 2000

Exhibit
Number

  Description

27.1   Financial Data Schedule (Filed Electronically Only)

15



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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. AND SUBSIDIARIES
SIGNATURES