UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
(Exact name of registrant as specified in its charter)
|
|
|
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer Identification Number) |
|
|
|
|
( |
|
(Address of principal executive offices) |
(Registrant's telephone number, including area code) |
(Zip Code) |
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 |
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
|
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 22, 2022, Expeditors International of Washington, Inc., a Washington corporation, issued a press release announcing December 31, 2021 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) |
The following items are filed as exhibits to this report: |
|
Press release, dated February 22, 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, 2022 |
|
/S/ Bradley S. Powell |
|
|
Bradley S. Powell, Senior Vice President and Chief Financial Officer |
|
|
|
Exhibit 99.1
EARNINGS RELEASE
By: |
|
Expeditors International of Washington, Inc. |
|
|
||
|
|
1015 Third Avenue |
|
|
||
|
|
Seattle, Washington 98104 |
|
|
||
|
|
|
|
|
|
|
|
|
CONTACTS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey S. Musser |
|
Bradley S. Powell |
|
Geoffrey Buscher |
|
|
President and Chief Executive Officer |
|
Senior Vice President and Chief Financial Officer |
|
Director - Investor Relations |
|
|
(206) 674-3433 |
|
(206) 674-3412 |
|
(206) 892-4510 |
FOR IMMEDIATE RELEASE
EXPEDITORS REPORTS FOURTH QUARTER 2021 EPS OF $2.66
COMPANY CONTINUES TO ASSESS IMPACT OF CYBERATTACK
SEATTLE, WASHINGTON - February 22, 2022, Expeditors International of Washington, Inc. (NASDAQ:EXPD) today announced fourth quarter 2021 financial results including the following highlights compared to the same quarter of 2020:
|
• |
Diluted Net Earnings Attributable to Shareholders per share (EPS1) increased 129% to $2.66 |
|
• |
Net Earnings Attributable to Shareholders increased 128% to $453 million |
|
• |
Operating Income increased 121% to $624 million |
|
• |
Revenues increased 81% to $5.4 billion |
|
• |
Airfreight tonnage volume increased 13% and ocean container volume decreased 4% |
“While the global supply chain remains stretched beyond recognizable limits, we continue to do all we can to secure carrier space for our customers and move their freight through and around the many bottlenecks in the air, over the ocean, and on land,” said Jeffrey S. Musser, President and Chief Executive Officer. “Roughly two years of pandemic-induced disruption have led to unprecedented conditions throughout our industry, with little relief in sight. There is still too little international air capacity, as travellers have been kept from flying abroad; the ocean ports are too congested to accommodate many of the ships that need to load and unload their containers; and worker shortages are severely limiting overland capacity to support the freight that is able to arrive in port.
“We have worked our strong carrier relationships to secure as much capacity as we could get on behalf of all of the shippers looking for space during the quarter, but the severe imbalance between capacity and demand continues to heavily impact our industry. There is simply not enough carrier capacity in the air or on the oceans to accommodate the heavy demand for cargo space, particularly from China to the U.S., where historically high average buy and sell rates have been the most elevated.
“Despite the lack of space, we experienced record-high air tonnage in the fourth quarter, as we used more air charters than at any other time in our company’s history, even with extremely elevated rates. Ocean container volumes, by contrast, declined during the quarter, as we were somewhat limited in our ability to secure necessary capacity from ocean carriers and hampered by the time and resources required to process shipments and meet sharply growing customer demand.
“Once again, I offer my sincere gratitude to our highly motivated and dedicated employees and thank them for their significant extra efforts all throughout 2021. While many companies are experiencing a decline in headcount during the so-called Great Resignation, we were able to grow our valuable employee base. That serves as testament to the culture at Expeditors: that we are a company where people are proud to work and one where unusually stressful times have inspired our very best execution aimed at outstanding customer service.”
Bradley S. Powell, Senior Vice President and Chief Financial Officer, added, “In addition to our air and ocean products, we also experienced strong financial results in Customs Brokerage, Order Management, Transcon and Distribution. All of these areas saw growing business from both current customers and new ones as well. Our strong operating efficiency is a credit to the strength and resilience of our workforce, as our employees have been successfully able to secure the capacity needed to service our customers in these difficult conditions. While this has helped us produce strong financial results, we caution that should demand and rates return to pre-pandemic levels – whenever that may be – our revenues, expenses, and operating income are likely to decline from the all-time highs that we experienced in 2021.”
COMPANY CONTINUES TO ASSESS IMPACT OF CYBERATTACK
In a separate announcement on February 20, 2022, Expeditors determined that our company was the subject of a targeted cyberattack. 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. Further communications will be shared as we manage through this significant event. Depending on the length of the shutdown of our operations, the impact of this cyberattack could have a material adverse impact on our business, revenues, results of operations and reputation.
Expeditors is a global logistics company headquartered in Seattle, Washington. The Company employs trained professionals in 176 district offices and numerous branch locations located on six continents linked into a seamless worldwide network through an integrated information
_______________________
1Diluted earnings attributable to shareholders per share.
NOTE: See Disclaimer on Forward-Looking Statements in this release.
management system. Services include the consolidation or forwarding of air and ocean freight, customs brokerage, vendor consolidation, cargo insurance, time-definite transportation, order management, warehousing and distribution and customized logistics solutions.
_______________________
1Diluted earnings attributable to shareholders per share.
NOTE: See Disclaimer on Forward-Looking Statements in this release.
Expeditors International of Washington, Inc.
Fourth quarter 2021 Earnings Release, February 22, 2022
Financial Highlights for the three and twelve months ended December 31, 2021 and 2020 (Unaudited)
(in 000's of US dollars except share data)
|
|
Three months ended December 31, |
|
|
Twelve months ended December 31, |
|
||||||||||||||||||
|
|
2021 |
|
|
2020 |
|
|
% Change |
|
|
2021 |
|
|
2020 |
|
|
% Change |
|
||||||
Revenues3 |
|
$ |
5,396,343 |
|
|
$ |
2,980,835 |
|
|
81% |
|
|
$ |
16,523,517 |
|
|
$ |
9,584,393 |
|
|
72% |
|
||
Directly related cost of transportation and other expenses 1, 3 |
|
$ |
4,026,748 |
|
|
$ |
2,152,249 |
|
|
87% |
|
|
$ |
12,058,155 |
|
|
$ |
6,656,702 |
|
|
81% |
|
||
Salaries and other operating expenses 2 |
|
$ |
746,066 |
|
|
$ |
546,775 |
|
|
36% |
|
|
$ |
2,556,036 |
|
|
$ |
1,987,254 |
|
|
29% |
|
||
Operating income |
|
$ |
623,529 |
|
|
$ |
281,811 |
|
|
121% |
|
|
$ |
1,909,326 |
|
|
$ |
940,437 |
|
|
103% |
|
||
Net earnings attributable to shareholders |
|
$ |
452,832 |
|
|
$ |
198,620 |
|
|
128% |
|
|
$ |
1,415,492 |
|
|
$ |
696,140 |
|
|
103% |
|
||
Diluted earnings attributable to shareholders per share |
|
$ |
2.66 |
|
|
$ |
1.16 |
|
|
129% |
|
|
$ |
8.27 |
|
|
$ |
4.07 |
|
|
103% |
|
||
Basic earnings attributable to shareholders per share |
|
$ |
2.69 |
|
|
$ |
1.17 |
|
|
130% |
|
|
$ |
8.37 |
|
|
$ |
4.14 |
|
|
102% |
|
||
Diluted weighted average shares outstanding |
|
|
170,293 |
|
|
|
171,692 |
|
|
|
|
|
|
|
171,250 |
|
|
|
170,896 |
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
168,393 |
|
|
|
169,473 |
|
|
|
|
|
|
|
169,145 |
|
|
|
168,333 |
|
|
|
|
|
1Directly related cost of transportation and other expenses totals Operating Expenses from Airfreight services, Ocean freight and ocean services and Customs brokerage and other services as shown in the Condensed Consolidated Statements of Earnings.
2Salaries and other operating expenses totals Salaries and related, Rent and occupancy, Depreciation and amortization, Selling and promotion and Other as shown in the Condensed Consolidated Statements of Earnings.
3Beginning in the first quarter of 2019, the Company made changes to its process and presentation of freight services revenue and directly related transportation operating expenses with the objective that at each reporting level (reporting entity, segment and consolidated level) the gross revenue and associated directly related operating expenses be representative of the location where the services were performed, the operating expenses were incurred and where the revenues were earned. During the second quarter of 2021, management identified and corrected certain immaterial errors in the Company’s historical financial statements primarily related to this process that was utilized through the first quarter of 2021. The process missed an intercompany elimination of revenues and an equal and offsetting amount of directly related transportation expenses, principally impacting airfreight services in North Asia. The errors overstated revenues and directly related transportation operating expenses by equal amounts in the consolidated statements of earnings. The errors had no impact on operating income, net earnings, and earnings per share nor any other financial statement amount. Further, the errors had no impact on the balance sheets, statements of shareholders’ equity, other comprehensive income and cash flows. These errors do not affect any of the metrics used to calculate or evaluate management’s compensation and had no impact on bonuses, commissions, share-based compensation or any other employee remuneration. Historical amounts have been revised and are presented on a comparable basis.
During the years ended December 31, 2021 and 2020, we repurchased 4.4 million and 4.6 million shares of common stock at an average price of $117.54 and $72.26 per share, respectively. In addition, during 2021 and 2020, we paid cash dividends of $1.16 and $1.04 per share, respectively.
|
|
Employee Full-time Equivalents as of December 31, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
North America |
|
|
7,587 |
|
|
|
6,724 |
|
Europe |
|
|
3,984 |
|
|
|
3,492 |
|
North Asia |
|
|
2,487 |
|
|
|
2,398 |
|
South Asia |
|
|
1,785 |
|
|
|
1,631 |
|
Middle East, Africa and India |
|
|
1,511 |
|
|
|
1,497 |
|
Latin America |
|
|
832 |
|
|
|
784 |
|
Information Systems |
|
|
994 |
|
|
|
983 |
|
Corporate |
|
|
408 |
|
|
|
399 |
|
Total |
|
|
19,588 |
|
|
|
17,908 |
|
Disclaimer on Forward-Looking Statements:
NOTE: See Disclaimer on Forward-Looking Statements in this release.
|
|
Fourth quarter year-over-year percentage increase (decrease) in: |
|
|||||
|
|
Airfreight kilos |
|
|
Ocean freight FEU |
|
||
2021 |
|
|
|
|
|
|
|
|
October |
|
13% |
|
|
2% |
|
||
November |
|
13% |
|
|
(7)% |
|
||
December |
|
12% |
|
|
(7)% |
|
||
Quarter |
|
13% |
|
|
(4)% |
|
Investors may submit written questions via e-mail to: investor@expeditors.com. Questions received by the end of business on February 25,2022 will be considered in management's 8-K “Responses to Selected Questions.”
Disclaimer on Forward-Looking Statements:
Certain statements contained in this news release are “forward-looking statements,” based on management’s views with respect to future events and underlying assumptions that involve risks and uncertainties. These forward-looking statements include statements regarding the future stabilization of supply/demand imbalance and rate volatility; the continued unsettled operating environment due to continued scarce air and ocean capacity; elevated air and ocean pricing and an increase in demand for such services; port congestion; equipment imbalances; labor shortages; insufficient warehouse and pier space; trade disruptions; rising fuels costs; and the uneven lifting of the COVID-19 pandemic restrictions. Future financial performance could differ materially because of factors such as: our ability to leverage the strength of our carrier relationships to secure space; the strength of our non-asset-based operating model; our belief that a decline in demand to pre-pandemic levels could lead to a decline in operating results; our ability to re-open our offices for return-to-work; our ability to continue to enhance our productivity; our expectation that the current unprecedented operating conditions will not persist long-term; our ability to invest in our strategic efforts to explore new areas for profitable growth; and our ability to remain a strong, healthy, unified and resilient organization where people want to work. These risks and uncertainties also include but are not limited to our ongoing investigation of the cyberattack, the length of time that our global operations are not fully functional, and the adverse material impact that this cyberattack may have on our business, revenues, results of operations and reputation. The COVID-19 pandemic could have the effect of heightening many of the other risks described in Item 1A of our Annual Report on Form 10-K, including, without limitation, those related to the success of our strategy and desire to maintain historical unitary profitability, our ability to attract and retain customers, our ability to manage costs, interruptions to our information technology systems, and the ability of third-party providers to perform and potential litigation. These and other factors are discussed in the Company’s regulatory filings with the Securities and Exchange Commission, including those in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in “Item 1A. Risk Factors” of the Company’s most recent Quarterly Report on Form 10-Q. Additional information will also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. The forward-looking statements contained in this news release speak only as of this date and the Company does not assume any obligation to update them except as required by law.
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
|
|
December 31, 2021 |
|
|
December 31, 2020 |
|
||
Assets: |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,728,692 |
|
|
$ |
1,527,791 |
|
Accounts receivable, less allowance for credit loss of $6,686 and $5,579 at December 31, 2021 and 2020, respectively |
|
|
3,810,286 |
|
|
|
1,998,055 |
|
Deferred contract costs |
|
|
987,266 |
|
|
|
327,448 |
|
Other |
|
|
108,801 |
|
|
|
110,250 |
|
Total current assets |
|
|
6,635,045 |
|
|
|
3,963,544 |
|
Property and equipment, net |
|
|
487,870 |
|
|
|
506,425 |
|
Operating lease right-of-use assets |
|
|
459,158 |
|
|
|
432,723 |
|
Goodwill |
|
|
7,927 |
|
|
|
7,927 |
|
Deferred federal and state income taxes, net |
|
|
729 |
|
|
|
— |
|
Other assets, net |
|
|
19,200 |
|
|
|
16,884 |
|
Total assets |
|
$ |
7,609,929 |
|
|
$ |
4,927,503 |
|
Liabilities: |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
2,012,461 |
|
|
$ |
1,136,859 |
|
Accrued expenses, primarily salaries and related costs |
|
|
403,625 |
|
|
|
257,021 |
|
Contract liabilities |
|
|
1,142,026 |
|
|
|
379,722 |
|
Current portion of operating lease liabilities |
|
|
82,019 |
|
|
|
74,004 |
|
Federal, state and foreign income taxes |
|
|
86,166 |
|
|
|
45,437 |
|
Total current liabilities |
|
|
3,726,297 |
|
|
|
1,893,043 |
|
Noncurrent portion of operating lease liabilities |
|
|
385,641 |
|
|
|
364,185 |
|
Deferred federal and state income taxes, net |
|
|
— |
|
|
|
7,048 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Shareholders’ Equity: |
|
|
|
|
|
|
|
|
Preferred stock, none issued |
|
|
— |
|
|
|
— |
|
Common stock, par value $0.01 per share. Issued and outstanding: 167,210 shares and 169,294 shares at December 31, 2021 and 2020, respectively |
|
|
1,672 |
|
|
|
1,693 |
|
Additional paid-in capital |
|
|
3,160 |
|
|
|
157,496 |
|
Retained earnings |
|
|
3,620,008 |
|
|
|
2,600,201 |
|
Accumulated other comprehensive loss |
|
|
(130,414 |
) |
|
|
(99,753 |
) |
Total shareholders’ equity |
|
|
3,494,426 |
|
|
|
2,659,637 |
|
Noncontrolling interest |
|
|
3,565 |
|
|
|
3,590 |
|
Total equity |
|
|
3,497,991 |
|
|
|
2,663,227 |
|
Total liabilities and equity |
|
$ |
7,609,929 |
|
|
$ |
4,927,503 |
|
|
Expeditors International of Washington, Inc. |
Page 4 of 8 |
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(In thousands, except per share data)
(Unaudited)
|
|
Three months ended December 31, |
|
|
Twelve months ended December 31, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airfreight services |
|
$ |
2,293,803 |
|
|
$ |
1,365,575 |
|
|
$ |
6,771,402 |
|
|
$ |
4,274,026 |
|
Ocean freight and ocean services |
|
|
1,894,759 |
|
|
|
751,803 |
|
|
|
5,545,818 |
|
|
|
2,342,344 |
|
Customs brokerage and other services |
|
|
1,207,781 |
|
|
|
863,457 |
|
|
|
4,206,297 |
|
|
|
2,968,023 |
|
Total revenues |
|
|
5,396,343 |
|
|
|
2,980,835 |
|
|
|
16,523,517 |
|
|
|
9,584,393 |
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airfreight services |
|
|
1,732,127 |
|
|
|
1,046,603 |
|
|
|
5,067,380 |
|
|
|
3,168,808 |
|
Ocean freight and ocean services |
|
|
1,505,140 |
|
|
|
574,154 |
|
|
|
4,364,160 |
|
|
|
1,751,850 |
|
Customs brokerage and other services |
|
|
789,481 |
|
|
|
531,492 |
|
|
|
2,626,615 |
|
|
|
1,736,044 |
|
Salaries and related |
|
|
609,449 |
|
|
|
427,344 |
|
|
|
2,062,351 |
|
|
|
1,538,104 |
|
Rent and occupancy |
|
|
48,911 |
|
|
|
43,480 |
|
|
|
186,287 |
|
|
|
169,863 |
|
Depreciation and amortization |
|
|
12,897 |
|
|
|
14,339 |
|
|
|
51,312 |
|
|
|
56,959 |
|
Selling and promotion |
|
|
5,547 |
|
|
|
4,135 |
|
|
|
16,026 |
|
|
|
18,436 |
|
Other |
|
|
69,262 |
|
|
|
57,477 |
|
|
|
240,060 |
|
|
|
203,892 |
|
Total operating expenses |
|
|
4,772,814 |
|
|
|
2,699,024 |
|
|
|
14,614,191 |
|
|
|
8,643,956 |
|
Operating income |
|
|
623,529 |
|
|
|
281,811 |
|
|
|
1,909,326 |
|
|
|
940,437 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
2,211 |
|
|
|
1,545 |
|
|
|
8,807 |
|
|
|
10,415 |
|
Other, net |
|
|
101 |
|
|
|
551 |
|
|
|
6,483 |
|
|
|
5,712 |
|
Other income, net |
|
|
2,312 |
|
|
|
2,096 |
|
|
|
15,290 |
|
|
|
16,127 |
|
Earnings before income taxes |
|
|
625,841 |
|
|
|
283,907 |
|
|
|
1,924,616 |
|
|
|
956,564 |
|
Income tax expense |
|
|
171,830 |
|
|
|
84,382 |
|
|
|
505,771 |
|
|
|
258,350 |
|
Net earnings |
|
|
454,011 |
|
|
|
199,525 |
|
|
|
1,418,845 |
|
|
|
698,214 |
|
Less net earnings attributable to the noncontrolling interest |
|
|
1,179 |
|
|
|
905 |
|
|
|
3,353 |
|
|
|
2,074 |
|
Net earnings attributable to shareholders |
|
$ |
452,832 |
|
|
$ |
198,620 |
|
|
$ |
1,415,492 |
|
|
$ |
696,140 |
|
Diluted earnings attributable to shareholders per share |
|
$ |
2.66 |
|
|
$ |
1.16 |
|
|
$ |
8.27 |
|
|
$ |
4.07 |
|
Basic earnings attributable to shareholders per share |
|
$ |
2.69 |
|
|
$ |
1.17 |
|
|
$ |
8.37 |
|
|
$ |
4.14 |
|
Weighted average diluted shares outstanding |
|
|
170,293 |
|
|
|
171,692 |
|
|
|
171,250 |
|
|
|
170,896 |
|
Weighted average basic shares outstanding |
|
|
168,393 |
|
|
|
169,473 |
|
|
|
169,145 |
|
|
|
168,333 |
|
|
Expeditors International of Washington, Inc. |
Page 6 of 8 |
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Three months ended December 31, |
|
|
Twelve months ended December 31, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
454,011 |
|
|
$ |
199,525 |
|
|
$ |
1,418,845 |
|
|
$ |
698,214 |
|
Adjustments to reconcile net earnings to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions for losses on accounts receivable |
|
|
1,512 |
|
|
|
977 |
|
|
|
7,540 |
|
|
|
5,584 |
|
Deferred income tax (benefit) expense |
|
|
(6,033 |
) |
|
|
5,499 |
|
|
|
(3,690 |
) |
|
|
8,371 |
|
Stock compensation expense |
|
|
12,087 |
|
|
|
17,407 |
|
|
|
69,385 |
|
|
|
62,498 |
|
Depreciation and amortization |
|
|
12,897 |
|
|
|
14,339 |
|
|
|
51,312 |
|
|
|
56,959 |
|
Other, net |
|
|
2,267 |
|
|
|
490 |
|
|
|
3,790 |
|
|
|
3,960 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accounts receivable |
|
|
(491,830 |
) |
|
|
(372,753 |
) |
|
|
(1,869,827 |
) |
|
|
(647,193 |
) |
Increase in accounts payable and accrued expenses |
|
|
272,280 |
|
|
|
228,523 |
|
|
|
1,041,805 |
|
|
|
430,452 |
|
Increase in deferred contract costs |
|
|
(149,701 |
) |
|
|
(89,560 |
) |
|
|
(700,273 |
) |
|
|
(189,447 |
) |
Increase in contract liabilities |
|
|
168,551 |
|
|
|
105,455 |
|
|
|
803,837 |
|
|
|
217,699 |
|
Increase (decrease) in income taxes payable, net |
|
|
25,845 |
|
|
|
19,146 |
|
|
|
57,867 |
|
|
|
8,502 |
|
Decrease (increase) in other, net |
|
|
3,111 |
|
|
|
12,612 |
|
|
|
(12,097 |
) |
|
|
(630 |
) |
Net cash from operating activities |
|
|
304,997 |
|
|
|
141,660 |
|
|
|
868,494 |
|
|
|
654,969 |
|
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(11,447 |
) |
|
|
(10,124 |
) |
|
|
(36,247 |
) |
|
|
(47,543 |
) |
Other, net |
|
|
(345 |
) |
|
|
553 |
|
|
|
(398 |
) |
|
|
1,516 |
|
Net cash from investing activities |
|
|
(11,792 |
) |
|
|
(9,571 |
) |
|
|
(36,645 |
) |
|
|
(46,027 |
) |
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowing on lines of credit, net |
|
|
(56 |
) |
|
|
32 |
|
|
|
7,512 |
|
|
|
43 |
|
Proceeds from issuance of common stock |
|
|
6,672 |
|
|
|
12,329 |
|
|
|
106,105 |
|
|
|
186,345 |
|
Repurchases of common stock |
|
|
(289,530 |
) |
|
|
(18,162 |
) |
|
|
(514,594 |
) |
|
|
(332,387 |
) |
Dividends Paid |
|
|
(97,379 |
) |
|
|
(88,114 |
) |
|
|
(195,766 |
) |
|
|
(174,929 |
) |
Payments for taxes related to net share settlement of equity awards |
|
|
— |
|
|
|
— |
|
|
|
(15,172 |
) |
|
|
(10,566 |
) |
Distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
(1,631 |
) |
|
|
— |
|
Net cash from financing activities |
|
|
(380,293 |
) |
|
|
(93,915 |
) |
|
|
(613,546 |
) |
|
|
(331,494 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(4,326 |
) |
|
|
24,107 |
|
|
|
(17,402 |
) |
|
|
19,852 |
|
Change in cash and cash equivalents |
|
|
(91,414 |
) |
|
|
62,281 |
|
|
|
200,901 |
|
|
|
297,300 |
|
Cash and cash equivalents at beginning of period |
|
|
1,820,106 |
|
|
|
1,465,510 |
|
|
|
1,527,791 |
|
|
|
1,230,491 |
|
Cash and cash equivalents at end of period |
|
$ |
1,728,692 |
|
|
$ |
1,527,791 |
|
|
$ |
1,728,692 |
|
|
$ |
1,527,791 |
|
Taxes Paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
147,396 |
|
|
$ |
59,607 |
|
|
$ |
442,549 |
|
|
$ |
239,849 |
|
|
Expeditors International of Washington, Inc. |
Page 6 of 8 |
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Business Segment Information
(In thousands)
(Unaudited)
|
UNITED STATES |
|
|
OTHER NORTH AMERICA |
|
|
LATIN AMERICA |
|
|
NORTH ASIA |
|
|
SOUTH ASIA |
|
|
EUROPE |
|
|
MIDDLE EAST, AFRICA AND INDIA |
|
|
ELIMI- NATIONS |
|
|
CONSOLI- DATED |
|
||||||||||
For the three months ended December 31, 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,337,772 |
|
|
|
128,240 |
|
|
|
63,013 |
|
|
|
2,154,243 |
|
|
|
740,305 |
|
|
|
682,819 |
|
|
|
291,040 |
|
|
|
(1,089 |
) |
|
|
5,396,343 |
|
Directly related cost of transportation and other expenses1 |
|
$ |
760,915 |
|
|
|
70,450 |
|
|
|
39,072 |
|
|
|
1,824,159 |
|
|
|
615,659 |
|
|
|
485,732 |
|
|
|
231,171 |
|
|
|
(410 |
) |
|
|
4,026,748 |
|
Salaries and other operating expenses2 |
|
$ |
300,474 |
|
|
|
33,033 |
|
|
|
15,908 |
|
|
|
160,862 |
|
|
|
58,360 |
|
|
|
135,422 |
|
|
|
42,682 |
|
|
|
(675 |
) |
|
|
746,066 |
|
Operating income |
|
$ |
276,383 |
|
|
|
24,757 |
|
|
|
8,033 |
|
|
|
169,222 |
|
|
|
66,286 |
|
|
|
61,665 |
|
|
|
17,187 |
|
|
|
(4 |
) |
|
|
623,529 |
|
Identifiable assets at period end |
|
$ |
3,699,748 |
|
|
|
265,872 |
|
|
|
122,327 |
|
|
|
1,587,659 |
|
|
|
572,980 |
|
|
|
1,089,963 |
|
|
|
350,843 |
|
|
|
(79,463 |
) |
|
|
7,609,929 |
|
Capital expenditures |
|
$ |
7,596 |
|
|
|
549 |
|
|
|
171 |
|
|
|
594 |
|
|
|
595 |
|
|
|
1,599 |
|
|
|
343 |
|
|
|
— |
|
|
|
11,447 |
|
Depreciation and amortization |
|
$ |
7,476 |
|
|
|
439 |
|
|
|
270 |
|
|
|
1,269 |
|
|
|
508 |
|
|
|
2,333 |
|
|
|
602 |
|
|
|
— |
|
|
|
12,897 |
|
Equity |
|
$ |
2,599,804 |
|
|
|
111,952 |
|
|
|
41,743 |
|
|
|
224,765 |
|
|
|
140,129 |
|
|
|
294,348 |
|
|
|
123,598 |
|
|
|
(38,348 |
) |
|
|
3,497,991 |
|
For the three months ended December 31, 2020: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues3 |
|
$ |
800,663 |
|
|
|
93,554 |
|
|
|
41,526 |
|
|
|
1,148,483 |
|
|
|
319,687 |
|
|
|
431,619 |
|
|
|
146,331 |
|
|
|
(1,028 |
) |
|
|
2,980,835 |
|
Directly related cost of transportation and other expenses1,3 |
|
$ |
460,287 |
|
|
|
60,026 |
|
|
|
23,421 |
|
|
|
951,331 |
|
|
|
247,314 |
|
|
|
299,485 |
|
|
|
110,914 |
|
|
|
(529 |
) |
|
|
2,152,249 |
|
Salaries and other operating expenses2 |
|
$ |
245,722 |
|
|
|
26,367 |
|
|
|
11,894 |
|
|
|
96,498 |
|
|
|
40,251 |
|
|
|
101,631 |
|
|
|
24,905 |
|
|
|
(493 |
) |
|
|
546,775 |
|
Operating income |
|
$ |
94,654 |
|
|
|
7,161 |
|
|
|
6,211 |
|
|
|
100,654 |
|
|
|
32,122 |
|
|
|
30,503 |
|
|
|
10,512 |
|
|
|
(6 |
) |
|
|
281,811 |
|
Identifiable assets at period end |
|
$ |
2,532,324 |
|
|
|
186,204 |
|
|
|
85,085 |
|
|
|
876,856 |
|
|
|
272,106 |
|
|
|
752,589 |
|
|
|
240,984 |
|
|
|
(18,645 |
) |
|
|
4,927,503 |
|
Capital expenditures |
|
$ |
3,328 |
|
|
|
194 |
|
|
|
66 |
|
|
|
417 |
|
|
|
1,229 |
|
|
|
2,976 |
|
|
|
1,914 |
|
|
|
— |
|
|
|
10,124 |
|
Depreciation and amortization |
|
$ |
9,235 |
|
|
|
498 |
|
|
|
284 |
|
|
|
1,283 |
|
|
|
493 |
|
|
|
2,091 |
|
|
|
455 |
|
|
|
— |
|
|
|
14,339 |
|
Equity |
|
$ |
1,928,945 |
|
|
|
67,243 |
|
|
|
32,273 |
|
|
|
241,155 |
|
|
|
121,411 |
|
|
|
196,637 |
|
|
|
114,369 |
|
|
|
(38,806 |
) |
|
|
2,663,227 |
|
|
|
UNITED STATES |
|
|
OTHER NORTH AMERICA |
|
|
LATIN AMERICA |
|
|
NORTH ASIA |
|
|
SOUTH ASIA |
|
|
EUROPE |
|
|
MIDDLE EAST, AFRICA AND INDIA |
|
|
ELIMI- NATIONS |
|
|
CONSOLI- DATED |
|
|||||||||
For the twelve months ended December 31, 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues3 |
|
$ |
4,344,825 |
|
|
|
440,226 |
|
|
|
209,161 |
|
|
|
6,363,054 |
|
|
|
2,046,569 |
|
|
|
2,258,911 |
|
|
|
865,509 |
|
|
|
(4,738 |
) |
|
|
16,523,517 |
|
Directly related cost of transportation and other expenses1,3 |
|
$ |
2,491,947 |
|
|
|
245,842 |
|
|
|
125,940 |
|
|
|
5,295,612 |
|
|
|
1,666,792 |
|
|
|
1,558,705 |
|
|
|
675,303 |
|
|
|
(1,986 |
) |
|
|
12,058,155 |
|
Salaries and other operating expenses2 |
|
$ |
1,019,236 |
|
|
|
123,147 |
|
|
|
57,779 |
|
|
|
515,703 |
|
|
|
204,574 |
|
|
|
494,760 |
|
|
|
143,581 |
|
|
|
(2,744 |
) |
|
|
2,556,036 |
|
Operating income |
|
$ |
833,642 |
|
|
|
71,237 |
|
|
|
25,442 |
|
|
|
551,739 |
|
|
|
175,203 |
|
|
|
205,446 |
|
|
|
46,625 |
|
|
|
(8 |
) |
|
|
1,909,326 |
|
Identifiable assets at period end |
|
$ |
3,699,748 |
|
|
|
265,872 |
|
|
|
122,327 |
|
|
|
1,587,659 |
|
|
|
572,980 |
|
|
|
1,089,963 |
|
|
|
350,843 |
|
|
|
(79,463 |
) |
|
|
7,609,929 |
|
Capital expenditures |
|
$ |
19,527 |
|
|
|
983 |
|
|
|
471 |
|
|
|
1,786 |
|
|
|
2,057 |
|
|
|
9,507 |
|
|
|
1,916 |
|
|
|
— |
|
|
|
36,247 |
|
Depreciation and amortization |
|
$ |
29,826 |
|
|
|
1,780 |
|
|
|
1,079 |
|
|
|
5,047 |
|
|
|
1,965 |
|
|
|
9,228 |
|
|
|
2,387 |
|
|
|
— |
|
|
|
51,312 |
|
Equity |
|
$ |
2,599,804 |
|
|
|
111,952 |
|
|
|
41,743 |
|
|
|
224,765 |
|
|
|
140,129 |
|
|
|
294,348 |
|
|
|
123,598 |
|
|
|
(38,348 |
) |
|
|
3,497,991 |
|
For the twelve months ended December 31, 2020: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues3 |
|
$ |
2,776,537 |
|
|
|
325,878 |
|
|
|
156,163 |
|
|
|
3,425,510 |
|
|
|
961,989 |
|
|
|
1,455,746 |
|
|
|
486,331 |
|
|
|
(3,761 |
) |
|
|
9,584,393 |
|
Directly related cost of transportation and other expenses1,3 |
|
$ |
1,568,452 |
|
|
|
190,326 |
|
|
|
93,249 |
|
|
|
2,744,264 |
|
|
|
711,004 |
|
|
|
992,357 |
|
|
|
359,002 |
|
|
|
(1,952 |
) |
|
|
6,656,702 |
|
Salaries and other operating expenses2 |
|
$ |
877,117 |
|
|
|
100,687 |
|
|
|
48,114 |
|
|
|
332,978 |
|
|
|
149,269 |
|
|
|
375,900 |
|
|
|
104,968 |
|
|
|
(1,779 |
) |
|
|
1,987,254 |
|
Operating income |
|
$ |
330,968 |
|
|
|
34,865 |
|
|
|
14,800 |
|
|
|
348,268 |
|
|
|
101,716 |
|
|
|
87,489 |
|
|
|
22,361 |
|
|
|
(30 |
) |
|
|
940,437 |
|
Identifiable assets at period end |
|
$ |
2,532,324 |
|
|
|
186,204 |
|
|
|
85,085 |
|
|
|
876,856 |
|
|
|
272,106 |
|
|
|
752,589 |
|
|
|
240,984 |
|
|
|
(18,645 |
) |
|
|
4,927,503 |
|
Capital expenditures |
|
$ |
31,604 |
|
|
|
1,886 |
|
|
|
564 |
|
|
|
2,202 |
|
|
|
2,264 |
|
|
|
6,394 |
|
|
|
2,629 |
|
|
|
— |
|
|
|
47,543 |
|
Depreciation and amortization |
|
$ |
37,081 |
|
|
|
1,946 |
|
|
|
1,194 |
|
|
|
4,961 |
|
|
|
1,876 |
|
|
|
8,029 |
|
|
|
1,872 |
|
|
|
— |
|
|
|
56,959 |
|
Equity |
|
$ |
1,928,945 |
|
|
|
67,243 |
|
|
|
32,273 |
|
|
|
241,155 |
|
|
|
121,411 |
|
|
|
196,637 |
|
|
|
114,369 |
|
|
|
(38,806 |
) |
|
|
2,663,227 |
|
|
Expeditors International of Washington, Inc. |
Page 7 of 8 |
1Directly related cost of transportation and other expenses totals Operating Expenses from Airfreight services, Ocean freight and ocean services and Customs brokerage and other services as shown in the Condensed Consolidated Statements of Earnings.
2Salaries and other operating expenses totals Salaries and related, Rent and occupancy, Depreciation and amortization, Selling and promotion and Other as shown in the Condensed Consolidated Statements of Earnings.
3Beginning in the first quarter of 2019, the Company made changes to its process and presentation of freight services revenue and directly related transportation operating expenses with the objective that at each reporting level (reporting entity, segment and consolidated level) the gross revenue and associated directly related operating expenses be representative of the location where the services were performed, the operating expenses were incurred and where the revenues were earned. During the second quarter of 2021, management identified and corrected certain immaterial errors in the Company’s historical financial statements primarily related to this process that was utilized through the first quarter of 2021. The process missed an intercompany elimination of revenues and an equal and offsetting amount of directly related transportation expenses, principally impacting airfreight services in North Asia. The errors overstated revenues and directly related transportation operating expenses by equal amounts in the consolidated statements of earnings. The errors had no impact on operating income, net earnings, and earnings per share nor any other financial statement amount. Further, the errors had no impact on the balance sheets, statements of shareholders’ equity, other comprehensive income and cash flows. Historical amounts for business segment information have been revised and are presented on a comparable basis.
|
Expeditors International of Washington, Inc. |
Page 8 of 8 |
Document and Entity Information |
Feb. 22, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 22, 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 each class | Common Stock, par value $0.01 per share |
Trading Symbol | EXPD |
Name of each exchange on which registered | NASDAQ |
H_ 0 / ( \ ( !7! 'AL
M+W=O
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
)R"MY\.2D3*G0]$16Q1G](*KF
MC,I29'%-;TR*"O>=*95O,2*C(^:F)EW/A80?SVWH6T;#;0M(V?)S5H_3-AE]U@OI$7(I\*JKW"FUY_[YEO?5+
M6)4[)P)'KBM(BMTMJYNW'4DYIA ^"I*"O 'A&TD*\L:V,(7P49 4Y T(WTA2
MD#>VA2F$CX*D(&] ^$:2@KRQ+4PA?#9^,NRZ9Y,V"_9>6IZ7S=>Q2I27:2(J
MA:9?D;'7,<6MO:.H=,Q=FXO-2[4.=R*7AXJ=4*>]])6S&U@Z= U+U\+2;>X&
M/O?[:MU:K+WTE;,;6#IT#4O7PM(#WN_;W+,X7QD'_.NH?O@Y=ZXBYJ;[>]^VE9JNA?AW5#U>'KG7$W%17][GO
M^3RT0X6X@/[AZSIB#%W#U]>WNM3UY#^>0ER8J/_U;M5X^24+6\_ QVE%):_8
MH"R^BE)>O-K,?M0C>>G?IC9TO/C*A:VG1<'%!HJ<4PA>GMB:^1)N]$OJ-G>L
M/N^':IZ&C#A2X[AC)!8$!'A!8EF"K#!PN>?W%6(+482T8B#P"(AMXP5IY
KZWWU['L\3H<
M#J0\+8N3RJJBZVS?J:)7"]N6S539>NI/?R.F5_20CMOT-4+WM,RFKY"2/*