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EXPEDITORS INTERNATIONAL OF WASHINGTON INC - Quarter Report: 2021 September (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

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

For the quarterly period ended September 30, 2021

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

 

91-1069248

(State or other jurisdiction of

incorporation or organization)

 

(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

 

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 (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 No 

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). Yes No 

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.

 

Large accelerated filer

 

 

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 November 1, 2021, the number of shares outstanding of the issuer’s common stock was 169,403,822.

 

 

 

 


 

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)

 

 

 

September 30,

2021

 

 

December 31,

2020

 

Assets:

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,820,106

 

 

$

1,527,791

 

Accounts receivable, less allowance for credit loss of

   $7,285 at September 30, 2021 and $5,579 at December 31, 2020

 

 

3,330,398

 

 

 

1,998,055

 

Deferred contract costs

 

 

841,689

 

 

 

327,448

 

Other

 

 

119,346

 

 

 

110,250

 

Total current assets

 

 

6,111,539

 

 

 

3,963,544

 

Property and equipment, less accumulated depreciation and

   amortization of $533,450 at September 30, 2021 and $516,988 at

   December 31, 2020

 

 

491,577

 

 

 

506,425

 

Operating lease right-of-use assets

 

 

448,228

 

 

 

432,723

 

Goodwill

 

 

7,927

 

 

 

7,927

 

Other assets, net

 

 

17,112

 

 

 

16,884

 

Total assets

 

$

7,076,383

 

 

$

4,927,503

 

Liabilities:

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,806,977

 

 

$

1,136,859

 

Accrued liabilities, primarily salaries and related costs

 

 

342,151

 

 

 

257,021

 

Contract liabilities

 

 

977,660

 

 

 

379,722

 

Current portion of operating lease liabilities

 

 

81,362

 

 

 

74,004

 

Federal, state and foreign income taxes

 

 

67,332

 

 

 

45,437

 

Total current liabilities

 

 

3,275,482

 

 

 

1,893,043

 

Noncurrent portion of operating lease liabilities

 

 

374,658

 

 

 

364,185

 

Deferred federal and state income taxes, net

 

 

5,651

 

 

 

7,048

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

 

 

Preferred stock, none issued

 

 

 

 

 

 

Common stock, par value $0.01 per share. Issued and

   outstanding: 169,392 shares at September 30, 2021 and 169,294

   shares at December 31, 2020

 

 

1,694

 

 

 

1,693

 

Additional paid-in capital

 

 

74,925

 

 

 

157,496

 

Retained earnings

 

 

3,463,539

 

 

 

2,600,201

 

Accumulated other comprehensive loss

 

 

(122,800

)

 

 

(99,753

)

Total shareholders’ equity

 

 

3,417,358

 

 

 

2,659,637

 

Noncontrolling interest

 

 

3,234

 

 

 

3,590

 

Total equity

 

 

3,420,592

 

 

 

2,663,227

 

Total liabilities and equity

 

$

7,076,383

 

 

$

4,927,503

 

 

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 September 30,

 

 

Nine months ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airfreight services

 

$

1,628,115

 

 

$

983,199

 

 

$

4,477,599

 

 

$

2,908,451

 

Ocean freight and ocean services

 

 

1,598,597

 

 

 

609,816

 

 

 

3,651,059

 

 

 

1,590,541

 

Customs brokerage and other services

 

 

1,092,549

 

 

 

755,698

 

 

 

2,998,516

 

 

 

2,104,566

 

Total revenues

 

 

4,319,261

 

 

 

2,348,713

 

 

 

11,127,174

 

 

 

6,603,558

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airfreight services

 

 

1,244,381

 

 

 

723,340

 

 

 

3,335,253

 

 

 

2,122,205

 

Ocean freight and ocean services

 

 

1,254,334

 

 

 

452,028

 

 

 

2,859,020

 

 

 

1,177,696

 

Customs brokerage and other services

 

 

686,775

 

 

 

438,966

 

 

 

1,837,134

 

 

 

1,204,551

 

Salaries and related

 

 

519,611

 

 

 

373,613

 

 

 

1,452,902

 

 

 

1,110,760

 

Rent and occupancy

 

 

46,730

 

 

 

42,484

 

 

 

137,376

 

 

 

126,383

 

Depreciation and amortization

 

 

12,753

 

 

 

15,851

 

 

 

38,415

 

 

 

42,620

 

Selling and promotion

 

 

4,237

 

 

 

2,945

 

 

 

10,479

 

 

 

14,301

 

Other

 

 

60,803

 

 

 

47,541

 

 

 

170,798

 

 

 

146,416

 

Total operating expenses

 

 

3,829,624

 

 

 

2,096,768

 

 

 

9,841,377

 

 

 

5,944,932

 

Operating income

 

 

489,637

 

 

 

251,945

 

 

 

1,285,797

 

 

 

658,626

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

2,462

 

 

 

1,504

 

 

 

6,596

 

 

 

8,870

 

Other, net

 

 

733

 

 

 

980

 

 

 

6,382

 

 

 

5,161

 

Other income, net

 

 

3,195

 

 

 

2,484

 

 

 

12,978

 

 

 

14,031

 

Earnings before income taxes

 

 

492,832

 

 

 

254,429

 

 

 

1,298,775

 

 

 

672,657

 

Income tax expense

 

 

132,922

 

 

 

62,710

 

 

 

333,941

 

 

 

173,968

 

Net earnings

 

 

359,910

 

 

 

191,719

 

 

 

964,834

 

 

 

498,689

 

Less net earnings attributable to the noncontrolling

   interest

 

 

842

 

 

 

412

 

 

 

2,174

 

 

 

1,169

 

Net earnings attributable to shareholders

 

$

359,068

 

 

$

191,307

 

 

$

962,660

 

 

$

497,520

 

Diluted earnings attributable to shareholders per share

 

$

2.09

 

 

$

1.12

 

 

$

5.61

 

 

$

2.92

 

Basic earnings attributable to shareholders per share

 

$

2.12

 

 

$

1.14

 

 

$

5.68

 

 

$

2.96

 

Weighted average diluted shares outstanding

 

 

171,565

 

 

 

170,735

 

 

 

171,549

 

 

 

170,539

 

Weighted average basic shares outstanding

 

 

169,633

 

 

 

168,310

 

 

 

169,398

 

 

 

167,942

 

 

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 September 30,

 

 

Nine months ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net earnings

 

$

359,910

 

 

$

191,719

 

 

$

964,834

 

 

$

498,689

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of income tax (benefit) expense of ($1,592) and $4,200 for the three months ended September 30, 2021 and 2020 and ($4,764) and $226 for the nine months ended September 30, 2021 and 2020

 

 

(16,908

)

 

 

17,429

 

 

 

(23,946

)

 

 

(5,010

)

Other comprehensive (loss) income

 

 

(16,908

)

 

 

17,429

 

 

 

(23,946

)

 

 

(5,010

)

Comprehensive income

 

 

343,002

 

 

 

209,148

 

 

 

940,888

 

 

 

493,679

 

Less comprehensive income (loss) attributable to the

   noncontrolling interest

 

 

668

 

 

 

(36

)

 

 

1,275

 

 

 

253

 

Comprehensive income attributable to shareholders

 

$

342,334

 

 

$

209,184

 

 

$

939,613

 

 

$

493,426

 

 

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 September 30,

 

 

Nine months ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

359,910

 

 

$

191,719

 

 

$

964,834

 

 

$

498,689

 

Adjustments to reconcile net earnings to net cash from

   operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions for losses on accounts receivable

 

 

3,739

 

 

 

398

 

 

 

6,028

 

 

 

4,607

 

Deferred income tax (benefit) expense

 

 

(7,658

)

 

 

(1,276

)

 

 

2,343

 

 

 

2,872

 

Stock compensation expense

 

 

15,204

 

 

 

12,297

 

 

 

57,298

 

 

 

45,091

 

Depreciation and amortization

 

 

12,753

 

 

 

15,851

 

 

 

38,415

 

 

 

42,620

 

Other, net

 

 

626

 

 

 

2,919

 

 

 

1,523

 

 

 

3,470

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in accounts receivable

 

 

(714,300

)

 

 

(106,065

)

 

 

(1,377,997

)

 

 

(274,440

)

Increase in accounts payable and accrued

   liabilities

 

 

436,343

 

 

 

94,232

 

 

 

769,525

 

 

 

201,929

 

Increase in deferred contract costs

 

 

(328,932

)

 

 

(81,486

)

 

 

(550,572

)

 

 

(99,887

)

Increase in contract liabilities

 

 

381,192

 

 

 

91,638

 

 

 

635,286

 

 

 

112,244

 

Increase (decrease) in income taxes payable, net

 

 

33,378

 

 

 

(41,286

)

 

 

32,022

 

 

 

(10,644

)

Increase in other, net

 

 

(14,884

)

 

 

(17,373

)

 

 

(15,208

)

 

 

(13,242

)

Net cash from operating activities

 

 

177,371

 

 

 

161,568

 

 

 

563,497

 

 

 

513,309

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(9,870

)

 

 

(9,178

)

 

 

(24,800

)

 

 

(37,419

)

Other, net

 

 

(157

)

 

 

1,174

 

 

 

(53

)

 

 

963

 

Net cash from investing activities

 

 

(10,027

)

 

 

(8,004

)

 

 

(24,853

)

 

 

(36,456

)

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from borrowing on lines of credit, net

 

 

7,479

 

 

 

31

 

 

 

7,568

 

 

 

11

 

Proceeds from issuance of common stock

 

 

56,965

 

 

 

121,430

 

 

 

99,433

 

 

 

174,016

 

Repurchases of common stock

 

 

(76,595

)

 

 

 

 

 

(225,064

)

 

 

(314,225

)

Dividends paid

 

 

 

 

 

 

 

 

(98,387

)

 

 

(86,815

)

Payments for taxes related to net share settlement of equity

   awards

 

 

(4

)

 

 

 

 

 

(15,172

)

 

 

(10,566

)

Distribution to noncontrolling interest

 

 

(1,631

)

 

 

 

 

 

(1,631

)

 

 

 

Net cash from financing activities

 

 

(13,786

)

 

 

121,461

 

 

 

(233,253

)

 

 

(237,579

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(7,573

)

 

 

10,030

 

 

 

(13,076

)

 

 

(4,255

)

Change in cash and cash equivalents

 

 

145,985

 

 

 

285,055

 

 

 

292,315

 

 

 

235,019

 

Cash and cash equivalents at beginning of period

 

 

1,674,121

 

 

 

1,180,455

 

 

 

1,527,791

 

 

 

1,230,491

 

Cash and cash equivalents at end of period

 

$

1,820,106

 

 

$

1,465,510

 

 

$

1,820,106

 

 

$

1,465,510

 

Taxes Paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

$

104,617

 

 

$

106,434

 

 

$

295,153

 

 

$

180,242

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

5


 

 

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended September 30, 2021

   and 2020

 

Shares

 

 

Par

value

 

 

Additional

paid-in

capital

 

 

Retained

earnings

 

 

Accumulated

other

comprehensive

loss

 

 

Total

shareholders’

equity

 

 

Noncontrolling

interest

 

 

Total

equity

 

Balance at June 30, 2021

 

 

169,169

 

 

$

1,692

 

 

$

79,357

 

 

$

3,104,471

 

 

$

(106,066

)

 

$

3,079,454

 

 

$

4,197

 

 

$

3,083,651

 

Shares issued under employee

   stock plans

 

 

836

 

 

 

8

 

 

 

56,953

 

 

 

 

 

 

 

 

 

56,961

 

 

 

 

 

 

56,961

 

Shares repurchased under provisions of

   stock repurchase plan

 

 

(613

)

 

 

(6

)

 

 

(76,589

)

 

 

 

 

 

 

 

 

(76,595

)

 

 

 

 

 

(76,595

)

Stock compensation expense

 

 

 

 

 

 

 

 

15,204

 

 

 

 

 

 

 

 

 

15,204

 

 

 

 

 

 

15,204

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

359,068

 

 

 

 

 

 

359,068

 

 

 

842

 

 

 

359,910

 

Other comprehensive income loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,734

)

 

 

(16,734

)

 

 

(174

)

 

 

(16,908

)

Distribution to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,631

)

 

 

(1,631

)

Balance at September 30, 2021

 

 

169,392

 

 

$

1,694

 

 

$

74,925

 

 

$

3,463,539

 

 

$

(122,800

)

 

$

3,417,358

 

 

$

3,234

 

 

$

3,420,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

 

 

166,816

 

 

$

1,668

 

 

$

12,221

 

 

$

2,298,387

 

 

$

(153,158

)

 

$

2,159,118

 

 

$

2,480

 

 

$

2,161,598

 

Shares issued under employee

   stock plans

 

 

2,415

 

 

 

24

 

 

 

121,406

 

 

 

 

 

 

 

 

 

121,430

 

 

 

 

 

 

121,430

 

Stock compensation expense

 

 

 

 

 

 

 

 

12,297

 

 

 

 

 

 

 

 

 

12,297

 

 

 

 

 

 

12,297

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

191,307

 

 

 

 

 

 

191,307

 

 

 

412

 

 

 

191,719

 

Other comprehensive income loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,877

 

 

 

17,877

 

 

 

(448

)

 

 

17,429

 

Balance at September 30, 2020

 

 

169,231

 

 

$

1,692

 

 

$

145,924

 

 

$

2,489,694

 

 

$

(135,281

)

 

$

2,502,029

 

 

$

2,444

 

 

$

2,504,473

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the nine months ended September 30, 2021

   and 2020

 

Shares

 

 

Par

value

 

 

Additional

paid-in

capital

 

 

Retained

earnings

 

 

Accumulated

other

comprehensive

loss

 

 

Total

shareholders’

equity

 

 

Noncontrolling

interest

 

 

Total

equity

 

Balance at December 31, 2020

 

 

169,294

 

 

$

1,693

 

 

$

157,496

 

 

$

2,600,201

 

 

$

(99,753

)

 

$

2,659,637

 

 

$

3,590

 

 

$

2,663,227

 

Shares issued under employee

   stock plans

 

 

2,136

 

 

 

21

 

 

 

84,240

 

 

 

 

 

 

 

 

 

84,261

 

 

 

 

 

 

84,261

 

Shares repurchased under provisions

   of stock repurchase plans

 

 

(2,038

)

 

 

(20

)

 

 

(225,044

)

 

 

 

 

 

 

 

 

(225,064

)

 

 

 

 

 

(225,064

)

Stock compensation expense

 

 

 

 

 

 

 

 

57,298

 

 

 

 

 

 

 

 

 

57,298

 

 

 

 

 

 

57,298

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

962,660

 

 

 

 

 

 

962,660

 

 

 

2,174

 

 

 

964,834

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,047

)

 

 

(23,047

)

 

 

(899

)

 

 

(23,946

)

Dividends paid ($0.58)

 

 

 

 

 

 

 

 

935

 

 

 

(99,322

)

 

 

 

 

 

(98,387

)

 

 

 

 

 

(98,387

)

Distribution to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,631

)

 

 

(1,631

)

Balance at September 30, 2021

 

 

169,392

 

 

$

1,694

 

 

$

74,925

 

 

$

3,463,539

 

 

$

(122,800

)

 

$

3,417,358

 

 

$

3,234

 

 

$

3,420,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

169,622

 

 

$

1,696

 

 

$

3,203

 

 

$

2,321,316

 

 

$

(131,187

)

 

$

2,195,028

 

 

$

2,191

 

 

$

2,197,219

 

Cumulative effect of accounting

   change

 

 

 

 

 

 

 

 

 

 

 

6,074

 

 

 

 

 

 

6,074

 

 

 

 

 

 

6,074

 

Shares issued under employee

   stock plans

 

 

4,009

 

 

 

40

 

 

 

163,410

 

 

 

 

 

 

 

 

 

163,450

 

 

 

 

 

 

163,450

 

Shares repurchased under provisions

   of stock repurchase plans

 

 

(4,400

)

 

 

(44

)

 

 

(66,780

)

 

 

(247,401

)

 

 

 

 

 

(314,225

)

 

 

 

 

 

(314,225

)

Stock compensation expense

 

 

 

 

 

 

 

 

45,091

 

 

 

 

 

 

 

 

 

45,091

 

 

 

 

 

 

45,091

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

497,520

 

 

 

 

 

 

497,520

 

 

 

1,169

 

 

 

498,689

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,094

)

 

 

(4,094

)

 

 

(916

)

 

 

(5,010

)

Dividends paid ($0.52)

 

 

 

 

 

 

 

 

1,000

 

 

 

(87,815

)

 

 

 

 

 

(86,815

)

 

 

 

 

 

(86,815

)

Balance at September 30, 2020

 

 

169,231

 

 

$

1,692

 

 

$

145,924

 

 

$

2,489,694

 

 

$

(135,281

)

 

$

2,502,029

 

 

$

2,444

 

 

$

2,504,473

 

 

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

 

A.

Basis of Presentation

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’s customers include retailing and wholesaling, technology, industrial and manufacturing companies around the world.

The 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 a fair statement 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 19, 2021.

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. Certain prior year amounts have been reclassified to conform to the current year presentation, including revisions to correct for immaterial errors. See Note 9 for further information.  

 

B.

Revenue Recognition

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. The Company's three 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 June 30, 2021.

 

C.

Leases

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 statement of earnings.

7


 

 

D.

Accounts Receivable

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 leveraging historical credit loss information and including considerations of 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 $7,285 as of September 30, 2021 and $5,579 as of December 31, 2020. Additions and write-offs have not been significant in the periods presented.

 

E.

Use of Estimates

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 provides, self-insured liabilities, accrual of various tax liabilities including estimates associated with the U.S. enacted Tax Cuts and Jobs Act (the 2017 Tax Act), 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. Actual results could be materially different from the estimated provisions and accruals recorded.

 

 

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. 

During the nine months ended September 30, 2021 and 2020, the Company awarded 307 and 511 restricted stock units (RSUs), respectively. The RSUs were granted at a weighted-average fair value of $113.82 in 2021 and $74.21 in 2020. The RSUs vest annually over 3 years based on continued employment and are settled upon vesting in shares of the Company's common stock on a one-for-one basis. The value of an RSU award is based on the Company's stock price on the date of grant. Additionally, in 2021 and 2020, 13 and 19 fully vested RSUs were granted to non-employee directors, respectively.

The Company also awarded 75 and 95 performance stock units (PSUs) in 2021 and 2020, respectively. Outstanding PSUs include performance conditions to be finally measured in 2021, 2022 and 2023. The final number of PSUs will be determined using an adjustment factor of up to 2 times or down to 0.5 of the targeted PSU grant. If the minimum performance thresholds are not achieved, no shares will be issued. Each PSU will convert to one share of the Company's common stock upon vesting.

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 and 698 and 677 shares were issued in the three and nine months ended September 30, 2021 and 2020, respectively. The fair value of the employee stock purchase rights granted was $28.55 and $23.26 per share in 2021 and 2020, respectively.

The Company recognizes stock compensation expense based on the fair value of awards granted to employees and directors under the Company’s Amended 2017 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. Restricted stock units (RSUs) and performance share units (PSUs) awarded to certain employees meeting specific retirement eligibility criteria at the time of grant are expensed immediately as there is no substantive service period associated with those awards.

Note 3. Income Taxes

During 2020 the Internal Revenue Service (IRS) and the U.S. Department of Treasury (Treasury) issued additional guidelines and clarifying regulations related to the implementation of the 2017 Tax Act. It is possible that additional guidance could be issued in future periods. As this guidance is issued, the Company will evaluate the information to determine whether any additional adjustments to its tax provisions are required.

The 2017 Tax Act included provisions for Global Intangible Low-Taxed Income (GILTI) under which taxes on foreign income are imposed on the excess of a deemed return on tangible assets of certain foreign subsidiaries and for Base Erosion and Anti-Abuse Tax (BEAT) under which taxes are imposed on certain base eroding payments to affiliated foreign companies. The Company treats BEAT and GILTI as components of current income tax expense. For the three and nine months ended September 30, 2021 and 2020, there was no BEAT expense and GILTI expense was insignificant.

 

8


 

 

The Company’s consolidated effective income tax rate was 27.0% and 25.7%, respectively, for the three and nine months ended September 30, 2021 as compared to 24.6% and 25.9% for the comparable periods in 2020. Both of the nine-month periods ended September 30, 2021 and 2020 benefited from significant share-based compensation tax deductions which reduced the effective tax rates in those periods. In 2021, these benefits were primarily realized during the three-month period ended June 30, while in 2020, they principally occurred during the three-month period ended September 30.

 

The Company is subject to taxation in various states and many foreign tax jurisdictions including the People’s Republic of China, Hong Kong, Taiwan, Vietnam, India, Mexico, Canada, Netherlands and the United Kingdom. The Company believes that its tax positions, including intercompany transfer pricing policies, are reasonable and consistently applied. The Company is under, or may be subject to, audit or examination and assessments by the relevant authorities in respect to these and any other jurisdictions primarily for years 2009 and thereafter. Sometimes audits result in proposed assessments where the ultimate resolution could result in significant additional tax, penalties and interest payments being required. The Company establishes liabilities when, despite its belief that the tax return positions are appropriate and consistent with tax law, it concludes that it may not be successful in realizing the tax position. In evaluating a tax position, the Company determines whether it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position and in consultation with qualified tax advisors.

 

The total amount of the Company’s tax contingencies may increase in 2021. In addition, changes in state, federal, and foreign tax laws, including transfer pricing and changes in interpretations of these laws may increase the Company’s existing tax contingencies. The timing of the resolution of income tax examinations can be highly uncertain, and the amounts ultimately paid including interest and penalties, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts recorded. It is reasonably possible that in the foreseeable future the Company may undergo further audits and examinations by various tax authorities and possibly may reach resolution related to income tax examinations in one or more jurisdictions. These assessments or settlements could result in changes to the Company’s contingencies related to positions on tax filings in future years. The estimate of any ultimate tax liability contains assumptions based on experiences, judgments about potential actions by taxing jurisdictions as well as judgments about the likely outcome of issues that have been raised by the taxing jurisdiction. Any interest and penalties expensed in relation to the underpayment of income taxes were insignificant for the three and nine months ended September 30, 2021 and 2020.

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 September 30,

 

 

 

Net earnings

attributable to

shareholders

 

 

Weighted

average

shares

 

 

Earnings per

share

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings attributable to shareholders

 

$

359,068

 

 

 

169,633

 

 

$

2.12

 

Effect of dilutive potential common shares

 

 

 

 

 

1,932

 

 

 

 

Diluted earnings attributable to shareholders

 

$

359,068

 

 

 

171,565

 

 

$

2.09

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings attributable to shareholders

 

$

191,307

 

 

 

168,310

 

 

$

1.14

 

Effect of dilutive potential common shares

 

 

 

 

 

2,425

 

 

 

 

Diluted earnings attributable to shareholders

 

$

191,307

 

 

 

170,735

 

 

$

1.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

Net earnings

attributable to

shareholders

 

 

Weighted

average

shares

 

 

Earnings per

share

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings attributable to shareholders

 

$

962,660

 

 

 

169,398

 

 

$

5.68

 

Effect of dilutive potential common shares

 

 

 

 

 

2,151

 

 

 

 

Diluted earnings attributable to shareholders

 

$

962,660

 

 

 

171,549

 

 

$

5.61

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings attributable to shareholders

 

$

497,520

 

 

 

167,942

 

 

$

2.96

 

Effect of dilutive potential common shares

 

 

 

 

 

2,597

 

 

 

 

Diluted earnings attributable to shareholders

 

$

497,520

 

 

 

170,539

 

 

$

2.92

 

 

Substantially all outstanding potential common shares as of September 30, 2021 and 2020 were dilutive.

 

Note 5. Shareholders' Equity

The Company has a Discretionary Stock Repurchase Plan approved by the Board of Directors that authorizes management to reduce issued and outstanding common stock down to 160,000 shares. During the nine months ended September 30, 2021, 2,038 shares were repurchased at an average price of $110.45 per share, compared to 4,400 shares at an average price of $71.41 per share during the same period in 2020.   

Accumulated other comprehensive loss consisted entirely of foreign currency translation adjustments, net of related income tax effects, for all the periods presented.

On May 4, 2021, the Board of Directors declared a semi-annual dividend of $0.58 per share payable on June 15, 2021 to shareholders of record as of June 1, 2021. On May 5, 2020, the Board of Directors declared a semi-annual dividend of $0.52 per share payable on June 15, 2020 to shareholders of record as of June 1, 2020.

Subsequent to the end of the third quarter of 2021, on November 1, 2021, the Board of Directors declared a semi-annual dividend of $0.58 per share payable on December 15, 2021 to shareholders of record as of December 1, 2021.

10


 

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:

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

Cash and Cash Equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and overnight deposits

 

$

959,848

 

 

$

959,848

 

 

$

602,112

 

 

$

602,112

 

Corporate commercial paper

 

 

795,587

 

 

 

795,643

 

 

 

872,287

 

 

 

872,350

 

Time deposits

 

 

64,671

 

 

 

64,671

 

 

 

53,392

 

 

 

53,392

 

Total cash and cash equivalents

 

$

1,820,106

 

 

$

1,820,162

 

 

$

1,527,791

 

 

$

1,527,854

 

 

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 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 advisors, none of these matters are expected to have a significant effect on the Company's operations, cash flows or financial position. As of September 30, 2021, the amounts accrued for these 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

The Company is organized functionally in geographic operating segments. Accordingly, management focuses its attention on revenues, directly related cost of transportation and other expenses for each of the Company’s three primary sources of revenue, salaries and other operating expenses, operating income, identifiable assets, capital expenditures and equity generated in each of these geographical areas when evaluating the effectiveness of geographic management. Transactions among the Company’s various offices are conducted using the same arms-length pricing methodologies the Company uses when its 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.

11


 

Financial information regarding the Company’s operations by geographic area is as follows:

 

 

 

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 September 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,134,096

 

 

 

116,404

 

 

 

54,303

 

 

 

1,690,381

 

 

 

538,780

 

 

 

564,810

 

 

 

221,777

 

 

 

(1,290

)

 

 

4,319,261

 

Directly related cost of transportation

   and other expenses1

 

$

661,515

 

 

 

63,031

 

 

 

34,216

 

 

 

1,417,283

 

 

 

445,970

 

 

 

389,208

 

 

 

174,733

 

 

 

(466

)

 

 

3,185,490

 

Salaries and other operating expenses2

 

$

238,943

 

 

 

33,077

 

 

 

14,759

 

 

 

141,109

 

 

 

54,003

 

 

 

126,475

 

 

 

36,598

 

 

 

(830

)

 

 

644,134

 

Operating income

 

$

233,638

 

 

 

20,296

 

 

 

5,328

 

 

 

131,989

 

 

 

38,807

 

 

 

49,127

 

 

 

10,446

 

 

 

6

 

 

 

489,637

 

Identifiable assets at period end

 

$

3,417,496

 

 

 

256,638

 

 

 

110,406

 

 

 

1,558,109

 

 

 

457,615

 

 

 

990,123

 

 

 

328,671

 

 

 

(42,675

)

 

 

7,076,383

 

Capital expenditures

 

$

6,001

 

 

 

248

 

 

 

175

 

 

 

435

 

 

 

351

 

 

 

2,254

 

 

 

406

 

 

 

 

 

 

9,870

 

Equity

 

$

2,451,584

 

 

 

93,084

 

 

 

37,087

 

 

 

368,535

 

 

 

129,941

 

 

 

258,805

 

 

 

123,304

 

 

 

(41,748

)

 

 

3,420,592

 

For the three months ended September 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues3

 

$

686,243

 

 

 

77,414

 

 

 

39,193

 

 

 

795,155

 

 

 

259,069

 

 

 

359,107

 

 

 

133,447

 

 

 

(915

)

 

 

2,348,713

 

Directly related cost of transportation

   and other expenses1,3

 

$

379,586

 

 

 

44,196

 

 

 

23,361

 

 

 

632,858

 

 

 

192,175

 

 

 

242,384

 

 

 

100,301

 

 

 

(527

)

 

 

1,614,334

 

Salaries and other operating expenses2

 

$

197,749

 

 

 

25,325

 

 

 

12,359

 

 

 

81,876

 

 

 

39,926

 

 

 

96,658

 

 

 

28,925

 

 

 

(384

)

 

 

482,434

 

Operating income

 

$

108,908

 

 

 

7,893

 

 

 

3,473

 

 

 

80,421

 

 

 

26,968

 

 

 

20,065

 

 

 

4,221

 

 

 

(4

)

 

 

251,945

 

Identifiable assets at period end

 

$

2,336,071

 

 

 

163,943

 

 

 

76,173

 

 

 

689,525

 

 

 

231,771

 

 

 

642,124

 

 

 

228,423

 

 

 

(9,476

)

 

 

4,358,554

 

Capital expenditures

 

$

4,703

 

 

 

483

 

 

 

180

 

 

 

1,075

 

 

 

665

 

 

 

1,780

 

 

 

292

 

 

 

 

 

 

9,178

 

Equity

 

$

1,791,658

 

 

 

77,915

 

 

 

31,324

 

 

 

246,557

 

 

 

97,564

 

 

 

185,352

 

 

 

110,714

 

 

 

(36,611

)

 

 

2,504,473

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNITED

STATES

 

 

OTHER

NORTH

AMERICA

 

 

LATIN

AMERICA

 

 

NORTH

ASIA

 

 

SOUTH

ASIA

 

 

EUROPE

 

 

MIDDLE

EAST,

AFRICA

AND

INDIA

 

 

ELIMI-

NATIONS

 

 

CONSOLI-

DATED

 

For the nine months ended September 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues3

 

$

3,007,053

 

 

 

311,986

 

 

 

146,148

 

 

 

4,208,811

 

 

 

1,306,264

 

 

 

1,576,092

 

 

 

574,469

 

 

 

(3,649

)

 

 

11,127,174

 

Directly related cost of transportation

   and other expenses1,3

 

$

1,731,032

 

 

 

175,392

 

 

 

86,868

 

 

 

3,471,453

 

 

 

1,051,133

 

 

 

1,072,973

 

 

 

444,132

 

 

 

(1,576

)

 

 

8,031,407

 

Salaries and other operating expenses2

 

$

718,762

 

 

 

90,114

 

 

 

41,871

 

 

 

354,841

 

 

 

146,214

 

 

 

359,338

 

 

 

100,899

 

 

 

(2,069

)

 

 

1,809,970

 

Operating income

 

$

557,259

 

 

 

46,480

 

 

 

17,409

 

 

 

382,517

 

 

 

108,917

 

 

 

143,781

 

 

 

29,438

 

 

 

(4

)

 

 

1,285,797

 

Identifiable assets at period end

 

$

3,417,496

 

 

 

256,638

 

 

 

110,406

 

 

 

1,558,109

 

 

 

457,615

 

 

 

990,123

 

 

 

328,671

 

 

 

(42,675

)

 

 

7,076,383

 

Capital expenditures

 

$

11,931

 

 

 

434

 

 

 

300

 

 

 

1,192

 

 

 

1,462

 

 

 

7,908

 

 

 

1,573

 

 

 

 

 

 

24,800

 

Equity

 

$

2,451,584

 

 

 

93,084

 

 

 

37,087

 

 

 

368,535

 

 

 

129,941

 

 

 

258,805

 

 

 

123,304

 

 

 

(41,748

)

 

 

3,420,592

 

For the nine months ended September 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues3

 

$

1,975,874

 

 

 

232,324

 

 

 

114,637

 

 

 

2,277,027

 

 

 

642,302

 

 

 

1,024,127

 

 

 

340,000

 

 

 

(2,733

)

 

 

6,603,558

 

Directly related cost of transportation

   and other expenses1,3

 

$

1,108,164

 

 

 

130,300

 

 

 

69,828

 

 

 

1,792,933

 

 

 

463,690

 

 

 

692,872

 

 

 

248,088

 

 

 

(1,423

)

 

 

4,504,452

 

Salaries and other operating expenses2

 

$

631,396

 

 

 

74,320

 

 

 

36,220

 

 

 

236,480

 

 

 

109,018

 

 

 

274,269

 

 

 

80,063

 

 

 

(1,286

)

 

 

1,440,480

 

Operating income

 

$

236,314

 

 

 

27,704

 

 

 

8,589

 

 

 

247,614

 

 

 

69,594

 

 

 

56,986

 

 

 

11,849

 

 

 

(24

)

 

 

658,626

 

Identifiable assets at period end

 

$

2,336,071

 

 

 

163,943

 

 

 

76,173

 

 

 

689,525

 

 

 

231,771

 

 

 

642,124

 

 

 

228,423

 

 

 

(9,476

)

 

 

4,358,554

 

Capital expenditures

 

$

28,276

 

 

 

1,692

 

 

 

498

 

 

 

1,785

 

 

 

1,035

 

 

 

3,418

 

 

 

715

 

 

 

 

 

 

37,419

 

Equity

 

$

1,791,658

 

 

 

77,915

 

 

 

31,324

 

 

 

246,557

 

 

 

97,564

 

 

 

185,352

 

 

 

110,714

 

 

 

(36,611

)

 

 

2,504,473

 

 

1

Directly related cost of transportation and other expenses totals operating expenses from airfreight services, ocean freight and ocean services and customs brokerage and other services as shown in the condensed consolidated statements of earnings.

2

Salaries and other operating expenses totals salaries and related, rent and occupancy, depreciation and amortization, selling and promotion and other as shown in the condensed consolidated statements of earnings.

3

See Note 9 - Correction of Immaterial Errors.

 

The Company’s consolidated financial results in the three and nine months ended September 30, 2021 and 2020 were each significantly impacted by the effects of the global pandemic in divergent ways. In all quarters of 2021, the Company experienced strong volumes and high average sell and buy rates as a result of imbalances between demand and carrier capacity and continuing effects of disruptions in supply chains originating in measures to combat the pandemic in 2020.

 

This is in contrast with slower activity in North Asia in the first quarter of 2020 as the pandemic resulted in temporary closures and limited operations in the Company’s China offices. Shipments were also rerouted or delayed by customers and service providers as they were taking their own precautionary measures. This was followed by significant increases in airfreight services revenues and related expenses, in the second and third quarters of 2020, as a result of demand for time-sensitive delivery of technology equipment and medical equipment and supplies from China, which combined with reductions in airfreight supply resulted in significantly higher average buy and sell rates.

 

12


 

 

These impacts are affecting all of the Company’s geographical segments and most notably the year-over-year comparability of the North Asia segment. For the three months ended September 30, 2021 and 2020, the People's Republic of China, including Hong Kong, represented 32% and 27%, respectively, of the Company’s total revenues and 21% and 26%, respectively, of the total operating income. For the nine months ended September 30, 2021 and 2020, the People's Republic of China, including Hong Kong, represented 30% and 28%, respectively, of the Company’s total revenues and 23% and 30%, respectively, of the total operating income.

Note 9. Correction of Immaterial Errors

 

Beginning 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.

 

The below tables present the effect of the correction for the following periods:

 

 

 

Three Months ended September 30, 2020

 

 

 

As

Reported

 

 

Adjustments

 

 

As

Corrected

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Airfreight services

 

$

1,093,550

 

 

$

(110,351

)

 

$

983,199

 

Ocean freight and ocean services

 

 

612,858

 

 

 

(3,042

)

 

 

609,816

 

Customs brokerage and other services

 

 

758,389

 

 

 

(2,691

)

 

 

755,698

 

Total revenues1

 

 

2,464,797

 

 

 

(116,084

)

 

 

2,348,713

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directly related transportation operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Airfreight services

 

$

833,689

 

 

$

(110,349

)

 

$

723,340

 

Ocean freight and ocean services

 

 

455,072

 

 

 

(3,044

)

 

 

452,028

 

Customs brokerage and other services

 

 

441,657

 

 

 

(2,691

)

 

 

438,966

 

Total directly related transportation operating expenses1

 

 

1,730,418

 

 

 

(116,084

)

 

 

1,614,334

 

 

1

The North Asia business segment accounts for 76% of total adjustments.

 

 

 

Nine Months ended September 30, 2020

 

 

 

As

Reported

 

 

Adjustments

 

 

As

Corrected

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Airfreight services

 

$

3,237,179

 

 

$

(328,728

)

 

$

2,908,451

 

Ocean freight and ocean services

 

 

1,597,997

 

 

 

(7,456

)

 

 

1,590,541

 

Customs brokerage and other services

 

 

2,112,117

 

 

 

(7,551

)

 

 

2,104,566

 

Total revenues1

 

 

6,947,293

 

 

 

(343,735

)

 

 

6,603,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directly related transportation operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Airfreight services

 

$

2,450,931

 

 

$

(328,726

)

 

$

2,122,205

 

Ocean freight and ocean services

 

 

1,185,154

 

 

 

(7,458

)

 

 

1,177,696

 

Customs brokerage and other services

 

 

1,212,102

 

 

 

(7,551

)

 

 

1,204,551

 

Total directly related transportation operating expenses1

 

 

4,848,187

 

 

 

(343,735

)

 

 

4,504,452

 

 

1

The North Asia business segment accounts for 76% of total adjustments.

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," "Expeditors' Culture and Strategy," "International Trade 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," "plan," "believe," "probable," "reasonably possible," "may," "could," "should," "intends," "foreseeable future" and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, our anticipated growth and trends in the Company's businesses, the anticipated impact and duration of Novel Coronavirus (COVID-19) pandemic, current supply chain and transportation disruptions, and other characterizations of future events or circumstances are forward-looking statements. In addition, forward-looking statements are subject to certain risks and uncertainties 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 19, 2021. 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 three 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 revenues and related transportation expenses are volume, sell rates and buy rates. Volume has a similar effect on the change in both 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 wholesale basis from direct (asset-based) carriers and then reselling those services to our customers on a retail basis. 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 Airway Bill (HAWB), a House Ocean Bill of Lading (HOBL) or a House Seaway Bill 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 Airway Bill 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 delivery. 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


 

In these transactions, we evaluate whether it is appropriate to record the gross or net amount as revenue. Generally, revenue is recorded on a gross basis when we are primarily responsible for fulfilling the promise to provide the services, when we assume risk of loss, when we have discretion in setting the prices for the services to the customers, and we have 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 we do not issue a HAWB, a HOBL or a House Seaway Bill or otherwise act solely as an agent for the shipper, only the commissions and fees earned for such services are included in revenues. In these transactions, we are not a principal and report only commissions and fees earned in revenue.

We manage our company along five 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 arms-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. In accordance with our revenue recognition policy (see Note 1.B to the condensed consolidated financial statements in this report) freight revenue and related expenses are recorded by the office that performs the transportation service. Shipment profits are split between origin and destination offices by recording a commission fee or profit share of revenue at the destination.

The disruptions on supply chains and transportation caused by the pandemic have significantly affected our business operations and operating results in 2020 and 2021. Continued imbalances between demand and available capacity for all transportation modes have resulted in historically high average buy and sell rates and creates significant challenges for our network to meet our customers’ needs. We expect these disruptive conditions to continue at least through the first half of 2022. As discussed in more detail under “Results of Operations”, there are significant constraints on current capacity for both air freight and ocean freight. This is due to a number of factors, including significantly reduced flight schedules which limited available belly space for cargo, congestion at ports, as well as labor and equipment shortages.  Air freighters and charters, container ships and gateway infrastructure are operating at near maximum capacity.  While we believe these constraints are not long-term in nature, they may impact our current ability to move increased air and ocean volumes in these capacity-constrained regions. We are unable to predict how these uncertainties will affect our future operations or financial results, but these conditions could result in lower operating income. In an effort to protect the health and safety of our employees, we continue to operate under our global business continuity plan that we implemented in the first quarter of 2020. See Part I, Item 1A: “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020 as updated herein under Part II Item 1A for additional details.  

Expeditors' Culture and Strategy

We believe that our unique culture, at the center of which are our employees, is a critical component to our continued success. We strongly believe that it is nearly impossible to predict events that, individually or in the aggregate, could have a positive or a negative impact on our future operations. As a result, management's focus is on building and maintaining a global corporate culture and an environment where well-trained employees and managers are prepared to identify and react to changes as they develop and thereby help us adapt and thrive as major trends emerge. Global consistency and compliance is fundamental to preserving our culture and network of people, processes, technology and locations.

Our business growth strategy emphasizes a focus on the right markets and, within each market, on the right customers that lead to profitable business growth through the aggressive marketing of our service offerings. Innovative solutions, integrated platforms and data quality are vital to achieving a competitive advantage. Expeditors' teams are aligned on the specific markets; on the targeted accounts within those markets; and on ways that we can continue to differentiate ourselves from our competitors.

15


 

Our ability to provide services to customers is highly dependent on good working relationships with a variety of entities including airlines, ocean carriers, ground transportation providers and governmental agencies. The significance of maintaining acceptable working relationships with these entities has gained increased importance as a result of ongoing concern over supply-chain disruptions, terrorism, security, changes in governmental regulation and oversight of international trade. A good reputation helps to develop practical working understandings that will assist in meeting security requirements while minimizing potential international trade obstacles, especially as governments promulgate new regulations in reaction to the pandemic and increase oversight and enforcement of new and existing laws. We consider our current working relationships with these entities to be satisfactory.

Our business is also highly dependent on the financial stability and operational capabilities of the carriers we utilize. Carriers are highly leveraged with debt and many are incurring, or have recently incurred, operating losses. This environment requires that we be selective in determining which carriers to utilize. Further changes in the financial stability, operating capabilities and capacity of asset-based carriers, capacity allotments available from carriers, governmental regulations, and/or trade accords could adversely affect our business in unpredictable ways.

As a knowledge-based global provider of logistics services, we have often concluded over the course of our history that it is better to grow organically rather than by acquisition. However, when we have made acquisitions, it has generally been to obtain technology, geographic coverage or specialized industry expertise that could be leveraged to benefit our entire network.

International Trade 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 investments and taxation. Periodically, governments consider a variety of changes to tariffs and trade restrictions and accords. Currently, the United States and China have significantly increased tariffs on certain imports and are engaged in trade negotiations and changes to export regulations and tariffs. In 2020, the United Kingdom and the European Union negotiated the terms of the United Kingdom's exit from the European Union (Brexit), which were effective on January 1, 2021. We cannot predict the outcome of changes in tariffs, or interpretations, and trade restrictions and accords and the effects they will have on our business. As governments implement higher tariffs on imports, manufacturers may accelerate, to the extent possible, shipments to avoid higher tariffs and, over time, may shift manufacturing to other countries. The pandemic’s significant impact on supply chains along with other geo-political considerations may also drive manufacturers to relocate their operations or make changes to how they manage their supply chains and inventories in order to reduce their exposure to such disruptions in the future. 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, political unrest and security concerns in the nations and on the trade shipping lanes in which we conduct business and the future impact that these events may have on international trade, oil prices and security costs.

The global logistics services industry is intensely competitive and is expected to remain so for the foreseeable future. Our pricing and terms continue to be pressured by uncertainty in global trade and economic conditions, concerns over availability of airfreight, ocean freight and trucking capacity, volatile carrier pricing, disruptions in port services, political unrest and fluctuating currency exchange rates. We expect these operating and competitive conditions to continue.

Most air carriers are experiencing significant cash flow challenges as a result of travel restrictions resulting in cancellation of flights and have incurred record operating losses in 2020 and 2021. Uncertainty over recovery of demand for passenger air travel, in particular business travel, compared to pre-pandemic levels may impact air carriers’ operations and financial stability long term. Prior to 2020, many ocean carriers incurred substantial operating losses, and are highly leveraged with debt. 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.

16


 

There is uncertainty as to how new regulatory requirements and increase in oil prices will continue to impact future buy rates. Because fuel is an integral part of carriers' costs and impacts both our buy rates and sell rates, we would 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 increases to our customers, this could adversely affect our operating income.

The global economic and trade environments remain uncertain, including the ongoing impacts of the pandemic. We cannot predict the impact of future changes in global trade on our operating results, freight volumes, pricing and other operating costs, including inflationary pressures, changes in consumer demand, carrier stability and capacity, customers’ abilities to pay or on changes in competitors' behavior. Additionally, we cannot predict the direct or indirect impact that further changes in consumer purchasing behavior, such as online shopping, could have on our business. In response to governments implementing higher tariffs on imports as well as responses to the pandemic’s disruptions, some customers have begun shifting manufacturing to other countries, which could negatively impact us.

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 continue to be impacted in 2021 by the pandemic. This historical pattern has been the result of, or influenced by, numerous factors, including weather patterns, national holidays, consumer demand, new product launches, economic conditions, pandemics, governmental policies and inter-governmental disputes and a myriad of other similar and subtle forces. In addition, this historical quarterly trend has been influenced by the growth and diversification of our international network and service offerings.

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, and from customers in industries whose shipping patterns are dependent upon just-in-time production schedules. Therefore, the timing of our revenues are, 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, 2020, filed on February 19, 2021. 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, the directly related cost of transportation and other expenses for our principal services and our overhead expenses for the three and nine months ended September 30, 2021 and 2020, including the respective percentage changes comparing 2021 and 2020.

17


 

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.

 

 

Three months ended September 30,

 

Nine months ended September 30,

(in thousands)

 

2021

 

 

2020

 

 

Percentage

change

 

2021

 

 

2020

 

 

Percentage

change

Airfreight services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues1

 

$

1,628,115

 

 

$

983,199

 

 

66%

 

$

4,477,599

 

 

$

2,908,451

 

 

54%

Expenses1

 

 

1,244,381

 

 

 

723,340

 

 

72

 

 

3,335,253

 

 

 

2,122,205

 

 

57

Ocean freight services and ocean

   services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues1

 

 

1,598,597

 

 

 

609,816

 

 

162

 

 

3,651,059

 

 

 

1,590,541

 

 

130

Expenses1

 

 

1,254,334

 

 

 

452,028

 

 

177

 

 

2,859,020

 

 

 

1,177,696

 

 

143

Customs brokerage and other

   services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues1

 

 

1,092,549

 

 

 

755,698

 

 

45

 

 

2,998,516

 

 

 

2,104,566

 

 

42

Expenses1

 

 

686,775

 

 

 

438,966

 

 

56

 

 

1,837,134

 

 

 

1,204,551

 

 

53

Overhead expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and related costs

 

 

519,611

 

 

 

373,613

 

 

39

 

 

1,452,902

 

 

 

1,110,760

 

 

31

Other

 

 

124,523

 

 

 

108,821

 

 

14

 

 

357,068

 

 

 

329,720

 

 

8

Total overhead expenses

 

 

644,134

 

 

 

482,434

 

 

34

 

 

1,809,970

 

 

 

1,440,480

 

 

26

Operating income

 

 

489,637

 

 

 

251,945

 

 

94

 

 

1,285,797

 

 

 

658,626

 

 

95

Other income, net

 

 

3,195

 

 

 

2,484

 

 

29

 

 

12,978

 

 

 

14,031

 

 

(8)

Earnings before income taxes

 

 

492,832

 

 

 

254,429

 

 

94

 

 

1,298,775

 

 

 

672,657

 

 

93

Income tax expense

 

 

132,922

 

 

 

62,710

 

 

112

 

 

333,941

 

 

 

173,968

 

 

92

Net earnings

 

 

359,910

 

 

 

191,719

 

 

88

 

 

964,834

 

 

 

498,689

 

 

93

Less net earnings attributable to

   the noncontrolling interest

 

 

842

 

 

 

412

 

 

104

 

 

2,174

 

 

 

1,169

 

 

86

Net earnings attributable to

   shareholders

 

$

359,068

 

 

$

191,307

 

 

88%

 

$

962,660

 

 

$

497,520

 

 

93%

 

 

1

See Note 9 - Correction of Immaterial Errors to the unaudited condensed consolidated financial statements contained in this report.

 

Airfreight services:

In 2020 and continuing through the first three quarters of 2021, airfreight services experienced unprecedented events in response to the global pandemic. As a result of travel restrictions and lower passenger demand, airlines significantly reduced flight schedules which limited available belly space for cargo at a time where global demand remained high. Demand grew in the fourth quarter of 2020 and continued to remain high in 2021, amplified by a strong economy and customers converting to air shipments due to disruptions in ocean transportation, placing further constraints on available capacity. These conditions have caused extreme imbalances between carrier capacity and demand, principally on exports out of North Asia and South Asia. In order to execute and meet the transportation needs of our customers we further increased utilization of charter flights and purchased capacity in advance and on the spot market, which resulted in sustained high average buy and sell rates. Freighters, charters and gateway infrastructure are operating at near maximum capacity which is continuing the pressure on buy rates and limiting the ability to move additional volume.

Airfreight services revenues and expenses increased 66% and 72%, respectively, during the three months ended September 30, 2021, as compared with the same period in 2020, due to a 28% increase in tonnage and 32% and 36% increases in average sell and buy rates, respectively. Tonnage increased in all regions with the largest increase coming from exports out of North America and North Asia. Average sell and buy rates increased in most regions.

Airfreight services revenues and expenses increased 54% and 57%, respectively, during the nine months ended September 30, 2021, as compared with the same period in 2020, due to a 32% increase in tonnage and 19% and 21% increase in average sell and buy rates, respectively. Tonnage increased in all regions with the largest increase coming from exports out of North Asia and North America. The increase in tonnage for the nine months ended September 30, 2021 is also affected by low levels of activity in the first half of 2020 in the United States and first quarter of 2020 in China as a result of pandemic related closures. Average sell and buy rates increased in all regions.

These conditions create a high degree of volatility in volumes, average buy rates and sell rates and are expected to continue at least through the first half of 2022, as international passenger flights are not expected to return to pre-pandemic levels, additional capacity from freighters is limited and disruptions in the ocean market continue to impact

18


 

demand for airfreight. The continued historically average high buy and sell rates have significantly contributed to the growth in our expenses and revenues and financial results in the first three quarters of 2021. These unprecedented operating conditions are not expected to be sustained long-term. We are unable to predict how these uncertainties and any future disruptions will affect our future operations or financial results.

 

 

Ocean freight and ocean services:

Ocean freight consolidation, direct ocean forwarding and order management are the three basic services that constitute and are collectively referred to as ocean freight and ocean services. Ocean freight and ocean services revenues increased 162% and 130%, respectively, while expenses increased 177% and 143%, for the three and nine months ended September 30, 2021 as compared with the same periods in 2020. The largest component of our ocean freight and ocean services revenue is derived from ocean freight consolidation, which represented 80% and 64% of ocean freight and ocean services revenue for the nine months ended September 30, 2021 and 2020, respectively.

 

Ocean freight consolidation revenues and expenses increased 239% and 235%, respectively, for the three months ended September 30, 2021 as compared with the same periods in 2020, primarily due to a 194% and 190% increase in average sell and buy rates, respectively, and a 15% increase in containers shipped. Revenues and expenses increased 188% and 187%, respectively, for the nine months ended September 30, 2021 as compared with the same period in 2020, primarily due to a 130% and 129% increase in average sell and buy rates, respectively, and a 26% increase in containers shipped. Demand started increasing in the second half of 2020 and continued to increase through the nine months ended September 30, 2021 due to backlogs in supply chains, low customer inventory levels, and high consumer demand creating a severe imbalance between demand and capacity in particular on exports from North Asia and South Asia. The deficiency in available capacity continues to be affected by unprecedented congestion at ports due to labor and equipment shortages, which disrupts sailing schedules, and resulted in record high average buy rates. Average buy rates and sell rates spiked in the third quarter 2021 from already historically high levels due to increased demand in preparation of the holiday season exacerbating the imbalance between demand and available capacity in particular on export out of North Asia and South Asia. Average sell rates and volumes increased in the nine months ended September 30, 2021, compared to low levels of activity in China in the first quarter of 2020 and in North America in the first half of 2020 due to pandemic related closures. These extremely challenging conditions are impacting the ability to secure necessary capacity from ocean carriers, as well as the time and resources required to process shipments and meet the sharply growing demands of customers.

 

Containers shipped were up in all regions with the largest increase from exports out of North Asia and South Asia. North Asia Ocean freight and ocean services revenues increased 168% and 154%, respectively, while directly related expenses increased 181% and 169%, for the three and nine months ended September 30, 2021 primarily due to higher average sell rates and buy rates and increases in containers shipped. South Asia ocean freight and ocean services revenues increased 268% and 207%, respectively, while directly related expenses increased 310% and 237%, respectively, for the three and nine months ended September 30, 2021 for the same reasons as North Asia.

 

Direct ocean freight forwarding revenues increased 22%, while expenses increased 27%, for both the three and nine months ended September 30, 2021 principally due to higher volumes and increased ancillary services provided at higher rates. Order management revenues increased 24% and 33%, respectively, while expenses increased 28% and 36%, for the three and nine months ended September 30, 2021 due to higher volumes and higher costs.

 

Most ocean carriers experienced significant increases in market demand starting in the second half of 2020 and we expect this demand to continue at least through the first half of 2022. Until port congestion, labor and equipment shortages subside, we believe there will be continued pressure on buy rates. We also expect that pricing volatility will continue as carriers adapt to changes in capacity and market demand and customers react to governmental trade policies. These conditions could result in lower operating income. The historically high average buy and sell rates have significantly contributed to the growth in our expenses and revenues in the three and nine months ended September 30, 2021. These unprecedented operating conditions are not expected to be sustained long-term.

19


 

Customs brokerage and other services:

Customs brokerage and other services revenues increased 45% and 42%, respectively, and expenses increased 56% and 53% for the three and nine months ended September 30, 2021, respectively, as compared with the same periods in 2020, primarily due to an increase in shipments from existing and new customers, an increase in demand for brokerage services, in part due to Brexit, and higher charges on import services due to port congestion. Road freight, warehousing and distribution services also grew as a result of higher volumes and higher trucking, storage and labor costs. Slowdowns due to the pandemic-related closures affected volumes, particularly in aerospace, automotive, oil and energy and certain portions of the retail sectors in 2020 creating a backlog in supply chains that resulted in higher demand for services in the nine months ended September 30, 2021. Customers continue to value our brokerage services due to changing tariffs and increasing complexity in the declaration process. Customers seek knowledgeable customs brokers with sophisticated computerized capabilities critical to an overall logistics management program that are necessary to rapidly respond to changes in the regulatory and security environment.

North America revenues increased 50% and 46% and directly related expenses increased 75% and 65% for the three and nine months ended September 30, 2021, respectively, as compared with the same periods in 2020, primarily as a result of higher volumes in customs brokerage and higher charges on import services due to port congestion. Europe revenues increased 47% and directly related expenses increased 43% and 45% for the three and nine months ended September 30, 2021, respectively, as compared with the same periods in 2020, primarily due to an increase in demand for brokerage services, in part due to Brexit.

Overhead expenses:

Salaries and related costs increased by 39% and 31% for the three and nine months ended September 30, 2021, respectively, as compared with the same periods in 2020, principally due to increases in commissions and bonuses earned from higher revenues and operating income and a 6% increase in headcount to support growing activity.

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. Bonuses to field and executive management for the nine months ended September 30, 2021 were up 70% when compared to the same period in 2020, primarily due to a 95% increase in operating income offset by a reduction made to senior executive management bonus allocations, as well as unused bonus allocations available for future investments in the development of key personnel.

Because our management incentive compensation programs are also cumulative, generally no management bonuses can be paid unless the relevant business unit is, from inception, cumulatively 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 overhead expenses increased 14% and 8%, respectively, for the three and nine months ended September 30, 2021, as compared with the same periods in 2020. The increases in expenses are the result of increases from renting additional space, higher local tax expenses, certain operational expenses and technology related costs. For the nine months ended September 30, 2021 increases were partially offset by a decrease in travel and entertainment expenses due to travel restrictions. As travel restrictions ease in the future, we expect travel and entertainment expenses to increase. We will continue to make important investments in people, processes and technology, as well as to invest in our strategic efforts to explore new areas for profitable growth.

20


 

 

Income tax expense:

 

Our consolidated effective income tax rate was 27.0% and 25.7%, respectively, for the three and nine months ended September 30, 2021 as compared to 24.6% and 25.9% for the same periods in 2020. Both of the nine-month periods ended September 30, 2021 and 2020 benefited from significant share-based compensation tax deductions which reduced the effective tax rates in those periods. In 2021, these benefits were primarily realized during the three-month period ended June 30, while in 2020, they principally occurred during the three-month period ended September 30. Some elements of the recorded impacts of the 2017 Tax Act could be impacted by further legislative action as well as additional interpretations and guidance issued by the IRS or Treasury. See Note 3 to the condensed consolidated financial statements for additional information.

Currency and Other Risk Factors

The nature of our worldwide operations necessitates dealing with a multitude of currencies other than the U.S. dollar. This results in our being exposed to the inherent risks of volatile international currency markets and governmental interference. Some of the countries where we maintain offices and/or agency relationships have strict currency control regulations, which influence our ability to hedge foreign currency exposure. We try to compensate for these exposures by accelerating international currency settlements among our offices and agents. We may enter into foreign currency hedging transactions where there are regulatory or commercial limitations on our ability to move money freely around the world or the short-term financial outlook in any country is such that hedging is the most time-sensitive way to mitigate short-term exchange losses. Any such hedging activity during the three and nine months ended September 30, 2021 and 2020 was insignificant. We had no foreign currency derivatives outstanding at September 30, 2021 and December 31, 2020. For the three months ended September 30, 2021, net foreign currency gains were less than $1 million. For the nine months ended September 30, 2021 net foreign currency losses were approximately $1 million. During both the three and nine months ended September 30, 2020, net foreign currency losses were approximately $9 million.

International air and ocean freight forwarding and customs brokerage are intensely competitive and are expected to remain so for the foreseeable future. There are a large number of entities competing in the international logistics industry, including new technology-based competitors entering the industry, many of which have significantly more resources than us; however, our primary competition is confined to a relatively small number of companies within this group. Expeditors must compete against both the niche players and larger entities. The industry continues to experience consolidations into larger firms striving for stronger and more complete multinational and multi-service networks. This includes certain ocean carriers offering more integrated services directly to shippers. However, regional and local brokers and forwarders remain a competitive force.

The primary competitive factors in the international logistics industry continue to be price and quality of service, including reliability, responsiveness, expertise, convenience, and scope of operations. We emphasize quality customer service and believe that our prices are competitive with those of others in the industry. Customers regularly solicit bids from competitors in order to improve service, pricing and contractual terms such as seeking longer payment terms, higher or unlimited liability limits and performance penalties. Increased competition and competitors' acceptance of expanded contractual terms coupled with customers’ dissatisfaction with elevated rates, scarce capacity and extended transit times could result in loss of business, reduced revenues and operating income, higher operating costs, higher claims or loss of market share, any of which would damage our results of operations and financial condition.

Larger customers utilize more sophisticated and efficient procedures for the management of their logistics supply chains by embracing strategies such as just-in-time inventory management. We believe that this trend has resulted in customers using fewer service providers with greater technological capacity and more consistent global coverage. Accordingly, sophisticated computerized customer service capabilities and a stable worldwide network have become significant factors in attracting and retaining customers. Developing and maintaining 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.

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 nine months ended September 30, 2021 was $177 million and $563 million, respectively, as compared with $162 million and $513 million for the same periods in 2020. The increases of $15 million and $50 million for the three months and nine months ended September 30, 2021, respectively, were primarily due to higher net earnings, partially offset by increases in accounts receivables from growth in revenues and slower collections from customers. At September 30, 2021, working capital was $2,836 million, including cash and cash equivalents of $1,820 million. Other than our recorded lease liabilities, we had no long-term obligations or debt at September 30, 2021. 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.

As a customs broker, we make significant 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. Increases in duty rates could result in increases in the amounts we advance on behalf of our customers. Cash advances are a “pass through” and are not recorded as a component of revenue and expense. 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 trend will occur in the future or to what degree it will continue to be impacted in 2021 by the pandemic.

Cash used in investing activities for the three and nine months ended September 30, 2021 was $10 million and $25 million, respectively, as compared with $8 million and $36 million for the same periods in 2020, primarily for capital expenditures. Capital expenditures in the three and nine months ended September 30, 2021 were primarily related to continuing investments in building and leasehold improvements and technology and facilities equipment. Capital expenditures in 2020 included the purchase of a less-than-truckload digital online shipping platform. Total anticipated capital expenditures in 2021 are currently estimated to be $40 million. This includes routine capital expenditures and investments in technology.

Cash used in financing activities during the three and nine months ended September 30, 2021 was $14 million and $233 million, respectively, as compared with cash from financing activities of $121 million and cash used in financing activities of $238 million for the same periods in 2020. We use the proceeds from stock option exercises, employee stock purchases and available cash to repurchase our common stock on the open market to limit the growth in outstanding shares. During the three and nine months ended September 30, 2021 we used cash to repurchase 0.6 million and 2.0 million shares of common stock, respectively, compared to none and 4.4 million in the same periods in 2020.

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 growing uncertainties in the global economy, political uncertainty nor the COVID-19 pandemic 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 on changes in competitors' behavior.

We maintain international unsecured bank lines of credit. At September 30, 2021, we were contingently liable for $70 million from standby letters of credit and guarantees. The standby letters of credit and guarantees 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.

22


 

As of September 30, 2021, our contractual obligations are as follows:

 

 

 

 

 

 

 

Payments due by period

 

In thousands

 

Total

 

 

Less than

1 year

 

 

1 - 3

years

 

 

3 - 5

years

 

 

After

5 years

 

Contractual Obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases, including imputed interest

 

$

519,007

 

 

 

98,813

 

 

 

159,391

 

 

 

111,833

 

 

 

148,970

 

Unconditional purchase obligations

 

 

320,316

 

 

 

320,316

 

 

 

 

 

 

 

 

 

 

Technology, equipment and construction purchase

   obligations

 

 

79,458

 

 

 

32,680

 

 

 

28,741

 

 

 

17,937

 

 

 

100

 

Total contractual cash obligations

 

$

918,781

 

 

 

451,809

 

 

 

188,132

 

 

 

129,770

 

 

 

149,070

 

We typically enter into short-term unconditional purchase obligations with asset-based providers reserving space on a guaranteed basis. The pricing of these obligations varies to some degree with market conditions. We only enter into agreements that management believes we can fulfill. In the regular course of business, we also enter into agreements with service providers to maintain or operate equipment, facilities or software that may be longer than one year. We also regularly have contractual obligations for specific projects related to improvements of our owned or leased facilities and information technology infrastructure.

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. At September 30, 2021, cash and cash equivalent balances of $951 million were held by our non-United States subsidiaries, of which $39 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, Euro, Mexican Peso, Canadian Dollar and British Pound.

Foreign exchange rate 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 nine months ended September 30, 2021, would have had the effect of raising operating income by approximately $81 million. An average 10% strengthening of the U.S. dollar, for the same period, would have the effect of reducing operating income by approximately $67 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.

We currently do not use derivative financial instruments to manage foreign currency risk and only enter into foreign currency hedging transactions in limited locations where regulatory or commercial limitations restrict our ability to move money freely. Any such hedging activity throughout the three and nine months ended September 30, 2021 and 2020 was insignificant. For the three months ended September 30, 2021 net foreign currency gains were less than $1 million. For the nine months ended September 30, 2021, net foreign currency losses were approximately $1 million. During both the three and nine months ended September 30, 2020, net foreign currency losses were approximately $9 million. We had no foreign currency derivatives outstanding at September 30, 2021 and December 31, 2020. We instead follow a policy of accelerating international currency settlements to manage foreign exchange risk relative to intercompany billings. As of September 30, 2021, we had approximately $165 million of net unsettled intercompany transactions. The majority of intercompany billings are resolved within 30 days.

23


 

Interest Rate Risk

At September 30, 2021, we had cash and cash equivalents of $1,820 million of which $860 million was invested at various short-term market interest rates. Other than our recorded lease liabilities, we had no long-term obligations or debt at September 30, 2021. A hypothetical change in the interest rate of 10 basis points at September 30, 2021 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 third quarter of 2021.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable assurance level.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As a result of the pandemic, many of our employees are working remotely and are able to do so within our established internal controls over financial reporting.

We are developing a new accounting system, which is being implemented on a worldwide basis over the next several years. This system is expected to improve the efficiency of certain financial and transactional processes and reporting. This transition affects the processes that constitute our internal control over financial reporting and requires testing for operating effectiveness.

Certain enhancements to our system of internal controls have been implemented to strengthen procedures related to the matters discussed in Note 9 to the unaudited consolidated condensed financial statements contained in this report on Form 10-Q.

Our management has confidence in our internal controls and procedures. Nevertheless, our management, including Expeditors’ Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors or intentional fraud. An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all of our control issues and instances of fraud, if any, have been detected.

24


 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Expeditors is involved in claims, lawsuits, government investigations 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 advisors, none of these matters are expected to have a significant effect on our operations, cash flows or financial position. As of September 30, 2021, the amounts accrued for these 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 19, 2021. 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 19, 2021, except for the following:

 

Industry Risks

 

Any reduction in international commerce or disruption in global trade may adversely impact our business and operating results.

Expeditors primarily provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary market and adversely impact our operating results. For example, international trade is influenced by:

currency exchange rates and currency control regulations;

interest rate fluctuations;

changes and uncertainties in governmental policies and inter-governmental disputes, which could result in increased tariff rates, quota restrictions, trade barriers and other types of restrictions;

changes in and application of international and domestic customs, trade and security regulations;

wars, strikes, civil unrest, acts of terrorism, and other conflicts;

changes in labor and other costs including the potential impacts of inflation;

increased global concerns regarding working conditions and environmental sustainability;

changes in consumer attitudes regarding goods made in countries other than their own;

changes in availability of credit; and

changes in the price and readily available quantities of oil and other petroleum-related products.

 

Our industry is highly competitive, and failure to compete or respond to customer requirements could damage our business and results of operations.

The global logistics services industry is intensely competitive and is expected to remain so for the foreseeable future. There are a large number of companies competing in one or more segments of the industry, but the number of firms with a global network that offer a full complement of logistics services is more limited. Nevertheless, many of these competitors have significantly more resources than Expeditors, and are actively pursuing acquisition opportunities and are developing new technologies to gain competitive advantages. Depending on the location of the shipper and the importer, we must compete against both the niche players, larger entities including carriers, and emerging technology companies. The primary competitive factors are price and quality of service. Many larger customers utilize the services of multiple logistics providers. Customers regularly solicit bids from competitors in order to improve service and to secure favorable pricing and contractual terms such as longer payment terms, fixed-price arrangements, higher or unlimited liability limits and performance penalties. Increased competition and competitors' acceptance of expanded contractual terms coupled with customers’ dissatisfaction with elevated rates, scarce capacity and extended transit times could result in loss of business, reduced revenues, reduced margins, higher operating costs or loss of market share, any of which would damage our results of operations, cash flows and financial condition.

25


 

Operational Risks

We are dependent on our personnel and any inability to hire, develop or retain our employees may have a negative impact on our operations.

Identifying, recruiting, hiring, training and retaining employees is essential to our ability to operate and deliver our services, ability to grow and ultimately our future profitability. The global pandemic has caused disruptions to our work environment by requiring the majority of employees to work remotely. As the pandemic restrictions ease, we are requiring employees to return to the office. As a result, for those individuals that prefer working remotely, we may experience a higher degree of turnover and lower employee satisfaction in the near future. Further, this could inhibit our ability to identify, recruit and hire new employees. We cannot predict how this may affect employees’ habits, preferences nor the impact it may have on our Company’s culture and our ability to continue to retain and attract talented employees who have become accustomed to a remote work environment.

We believe that our compensation programs, which have been in place since we became a publicly traded entity, are among the unique characteristics responsible for differentiating our performance from that of many of our competitors. Significant changes to compensation programs or significant declines in our operating income or operating losses could impact our ability to attract and retain key personnel.

Effective succession planning is an important element of our programs. Failure to ensure an effective transfer of knowledge and smooth transitions involving key employees could adversely affect our business by hindering our ability to execute our business strategies and impacting our level of service. We must continue to develop and retain management personnel to address issues of succession planning.

 

We rely on service providers, such as air, ocean and ground freight carriers, and if they have insufficient capacity available relative to market demand, it may adversely impact our business and operating results.

As a non-asset based provider of global logistics services, Expeditors depends on a variety of asset-based service providers, including air, ocean and ground freight carriers. Our ability to deliver our services depends on service providers’ having sufficient capacity available to purchase. When market demand significantly exceeds available capacity in a given market, which has been increasingly the case for various services and markets since the beginning of the pandemic in 2020, we may not always be able to find acceptable transportation solutions to meet our customers’ needs or the routing and delivery of freight may be subject to delays that are outside of our control. Quality customer service is a key element of the Company’s success, and such challenges in meeting our customers’ needs and requirements may result in loss of business and consequently negatively affect our operating results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

 

Total number

of shares

purchased

 

 

Average price

paid per share

 

 

Total number

of shares

purchased as

part of publicly

announced

plans

 

 

Maximum

number of

shares that may

yet be

purchased

under the plans

 

July 1-31, 2021

 

 

-

 

 

$

0.00

 

 

 

-

 

 

 

9,890,312

 

August 1-31, 2021

 

 

232,430

 

 

 

121.94

 

 

 

232,430

 

 

 

9,708,090

 

September 1-30, 2021

 

 

380,386

 

 

 

126.85

 

 

 

380,386

 

 

 

9,392,354

 

Total

 

 

612,816

 

 

$

124.99

 

 

 

612,816

 

 

 

9,392,354

 

 

In November 2001, Expeditors' Board of Directors authorized a Discretionary Stock Repurchase Plan for the purpose of repurchasing our common stock in the open market to reduce the issued and outstanding stock down to 200 million shares. Subsequently, the Board of Directors has from time to time increased the amount of our common stock that may be repurchased. The Board of Directors last authorized repurchases down to 160 million shares of common stock in November 2018. The maximum number of shares available for repurchase under this plan will increase as the total number of outstanding shares increases. This authorization has no expiration date.

26


 

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)

Not applicable.

(b)

Not applicable.

27


 

 

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K.

 

Exhibit

Number

 

Description

  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

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

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 Document

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, has been formatted in Inline XBRL.

 

28


 

 

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 4, 2021

 

/s/ JEFFREY S. MUSSER

 

 

Jeffrey S. Musser, President, Chief Executive Officer and Director

 

 

 

November 4, 2021

 

/s/ BRADLEY S. POWELL

 

 

Bradley S. Powell, Senior Vice President and Chief Financial Officer

 

29