8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: February 20, 2022 (Date of earliest event reported)

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of registrant as specified in its charter)

Washington	000-13468	91-1069248
(State or Other Jurisdiction of Incorporation)	(Commission File No)	(IRS Employer Identification Number)
1015 Third Avenue, Seattle, Washington		98104
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 674-3400

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EXPD	NASDAQ Global Select Market

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

Emerging growth company   ☐

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

Item 8.01 Other Events.

On February 20, 2022 Expeditors International of Washington, Inc., a Washington corporation, issued a press release announcing that it was the subject of a targeted cyberattack. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

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

99.1	Press release, dated February 20, 2022 issued by Expeditors International of Washington, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

February 22, 2021	/s/ BRADLEY S. POWELL
	Bradley S. Powell,
	Senior Vice President and Chief Financial Officer

EX-99

Exhibit 99.1

PRESS RELEASE

By:	Expeditors International of Washington, Inc.
	1015 Third Avenue
	Seattle, Washington 98104
CONTACTS:
Jeffrey S. Musser		Bradley S. Powell	Geoffrey Buscher
President and Chief Executive Officer		Senior Vice President and Chief Financial Officer	Director - Investor Relations
(206) 674-3433		(206) 674-3412	(206) 892-4510

FOR IMMEDIATE RELEASE

_____________________________________________________________________________________________

EXPEDITORS TARGETED IN CYBERATTACK

SEATTLE, WASHINGTON – February 20, 2022, Expeditors International of Washington, Inc. (NASDAQ:EXPD) announced that on February 20, 2022, we determined that our company was the subject of a targeted cyber-attack. Upon discovering the incident, we shut down most of our operating systems globally to manage the safety of our overall global systems environment. The situation is evolving, and we are working with global cybersecurity experts to manage the situation. While our systems are shut down we will have limited ability to conduct operations, including but not limited to arranging for shipments of freight or managing customs and distribution activities for our customers’ shipments.

The security of our systems, minimizing the impacts on our customers, and providing our customers with timely and accurate information are our highest priorities. We are conducting a thorough investigation to ensure that our systems are restored both promptly and securely, and on a parallel track, evaluating ways with our carriers and service providers to mitigate the impact of this event on our customers. Since it is extremely early in the process, we cannot provide any specific projections on when we might be operational, but we will provide regular updates when we are able to do so confidently.

We are incurring expenses relating to the cyber-attack to investigate and remediate this matter and expect to continue to incur expenses of this nature in the future. Depending on the length of the shutdown of our operations, the impact of this cyber-attack could have a material adverse impact on our business, revenues, results of operations and reputation.

Further communications will be shared as we manage through this significant event.

Forward Looking Statements

Certain statements contained in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our current beliefs, understanding and expectations and may relate to, among other things, statements regarding our current beliefs and understanding regarding the cyber-attack and its impact on our operations. Forward-looking statements are based on currently available information and our current beliefs, expectations and understanding, which may change as our investigation and remediation efforts progress. These statements are subject to future events, risks and uncertainties. These risks and uncertainties include but are not limited to our ongoing investigation of the cyber-attack and the length of time that our global operations are not fully functional.  Forward-looking statements speak only as of the date they are made, and while we intend to provide additional information regarding the cyber-attack, we do not undertake to update these statements other than as required by law and specifically disclaims any duty to do so.

XML

Document and Entity Information	Feb. 20, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 20, 2022
Entity Registrant Name	EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
Entity Central Index Key	0000746515
Entity Emerging Growth Company	false
Entity File Number	000-13468
Entity Incorporation, State or Country Code	WA
Entity Tax Identification Number	91-1069248
Entity Address, Address Line One	1015 Third Avenue
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98104
City Area Code	206
Local Phone Number	674-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EXPD
Security Exchange Name	NASDAQ