10-K 1 a201310-k.htm 10-K 2013 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
Q
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
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)
(I.R.S. Employer
Identification Number)
 
 
1015 Third Avenue, 12thFloor, Seattle, Washington
98104
(Address of principal executive offices)
(Zip Code)
(206) 674-3400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $.01 per share
 
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o  No  ý
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  ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ý    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
 
  
Accelerated filer
o
 
 
 
 
 
 
Non-accelerated filer
o
(Do not check if a smaller reporting company)
  
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o No ý
The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant, based upon the closing price as of the last business day of the most recently completed second fiscal quarter ended June 30, 2013, was approximately $7,709,373,062.
At February 21, 2014, the number of shares outstanding of registrant’s Common Stock was 202,649,005.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the Registrant’s 2014 Annual Meeting of Shareholders to be held on May 7, 2014 are incorporated by reference into Part III of this Form 10-K.




Forward-Looking Statements
In accordance with the provisions of the Private Securities Litigation Reform Act of 1995, the Company is making readers aware that forward-looking statements, because they relate to future events, are by their very nature subject to many important risk factors which could cause actual results to differ materially from those contained in the forward-looking statements. For additional information about forward-looking statements and for an identification of risk factors and their potential significance, see “Safe Harbor for Forward-Looking Statements Under Private Securities Litigation Reform Act of 1995; Certain Cautionary Statements” immediately preceding Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 1A - "Risk Factors" in this report. Forward-looking statements speak only as of the date they were made. The Company undertakes no obligation to update these statements in light of subsequent events or developments.

PART I

ITEM 1—BUSINESS
Expeditors International of Washington, Inc. is engaged in the business of providing global logistics services. The Company offers its customers a seamless international network supporting the movement and strategic positioning of goods. The Company’s services include the consolidation or forwarding of air and ocean freight. In each United States full service office, and in many overseas offices, the Company acts as a customs broker. The Company also provides additional services including order management, time-definite transportation, warehousing and distribution, cargo insurance, and customized logistics solutions. The Company does not compete for overnight courier or small parcel business and does not own aircraft or steamships.
Beginning in 1981, the Company’s primary business focus was on airfreight shipments from Asia to the United States and related customs brokerage and other services. In the mid-1980’s, the Company began to expand its service capabilities in export airfreight, ocean freight and distribution services. Today the Company offers a complete range of global logistics services to a diversified group of customers, both in terms of industry specialization and geographic location. As opportunities for profitable growth arise, the Company plans to create new offices. While the Company has historically expanded through organic growth, the Company has also been open to growth through acquisition of, or establishing joint ventures with, existing agents or others within the industry.
At January 31, 2014, the Company, including its majority-owned subsidiaries, is organized functionally in geographic operating segments and operates full service offices in the regions identified below. Full service offices have also been established in locations where the Company maintains unilateral control over assets and operations and where the existence of the parent-subsidiary relationship is maintained by means other than record ownership of voting stock.
The Company operates full service offices in the following geographic regions:
United States (47)
Other North America (10)
Latin America (14)
Asia Pacific (42)
Europe and Africa (49)
Middle East and India (23)
The Company also maintains sales and satellite offices which are aligned with and dependent on one or more full service offices. Additionally, the Company contracts with independent agents to provide required services and has established 44 such relationships world-wide.
For information concerning the amount of revenues, net revenues (a non-GAAP measure calculated as revenues less directly related operating expenses), operating income, identifiable assets, capital expenditures, depreciation and amortization and equity attributable to the geographic areas in which the Company conducts its business, see Note 10 to the consolidated financial statements.
Airfreight Services
Airfreight services accounted for approximately 43, 43, 47 percent of the Company's total revenues and 34, 34 and 37 percent of total net revenues in 2013, 2012 and 2011, respectively. When performing airfreight services, the Company typically acts either as a freight consolidator or as an agent for the airline which carries the shipment. When acting as a freight consolidator, the Company purchases cargo space from airlines on a volume basis and resells that space to its customers at lower rates than the customers could obtain directly from airlines on an individual shipment. The Company issues a House Airway Bill (HAWB) to its customers as its contract of carriage and separately receives a Master Airway Bill from the airlines when the freight is physically tendered. When moving shipments between points where the nature or volume of business does not facilitate consolidation, the Company receives and forwards individual shipments as the agent of the airline which carries the shipment. Whether acting as a consolidator or agent, the Company offers its customers knowledge of optimum routing, familiarity with local business practices, knowledge of export and import documentation and procedures, the ability to arrange for ancillary services, and assistance with space availability in periods of peak demand.

In its airfreight operations, the Company receives shipments from its customers, determines the routing, consolidates shipments bound for a particular airport distribution point, and selects the airline for transportation to the distribution point. At the distribution point, the Company or its agent arranges for the consolidated lot to be broken down into its component shipments and for the transportation of the individual shipments to their final destinations.

The Company estimates its average airfreight consolidation weighs approximately 2,600 pounds and a typical consolidation includes merchandise from several shippers. Because shipment by air is relatively expensive compared with ocean transportation, air shipments are generally characterized by a high value-to-weight ratio, the need for rapid delivery, or both.


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The Company typically delivers shipments from a Company warehouse at the origin to the airline after consolidating the freight into containers or onto pallets. Shipments normally arrive at the destination distribution point within forty-eight hours after such delivery. During peak shipment periods, cargo space available from the scheduled air carriers can be limited and backlogs of freight shipments may occur. When these conditions exist, the Company may charter aircraft to meet customer demand.

The Company consolidates individual shipments based on weight and volume characteristics in cost-effective combinations. Typically, as the weight or volume of a shipment increases, the cost per pound/kilo or cubic inch/centimeter charged by the Company decreases. The rates charged by airlines also generally decrease as the weight or volume of the shipment increases. As a result, by aggregating shipments and presenting them to an airline as a single shipment, the Company is able to obtain a lower rate per pound/kilo or cubic inch/centimeter than that which it charges to its customers for the individual shipment, while generally offering the customer a lower rate than could be obtained from the airline for an unconsolidated shipment.

The Company’s airfreight net revenues for a consolidated shipment include the differential between the rate charged to the Company by an airline and the rate which the Company charges to its customers, commissions paid to the Company by the airline carrying the freight and fees for ancillary services. Such ancillary services provided by the Company include preparation of shipping and customs documentation, packing, crating and insurance services, negotiation of letters of credit, and the preparation of documentation to comply with local export laws. When the Company acts as an agent for an airline handling an unconsolidated shipment, its net revenues are primarily derived from commissions paid by the airline and fees for ancillary services paid by the customer.

Management believes that the ownership of aircraft would subject the Company to undue business risks, including large capital outlays, increased fixed operating expenses, problems of fully utilizing aircraft and competition with airlines. Because the Company relies on commercial airlines to transport its shipments, changes in carrier financial stability, policies and practices such as pricing, payment terms, scheduling, capacity and frequency of service may adversely affect its business.
 
The commercial airline industry as a whole incurred substantial operating losses in recent years. While their operations have improved, many airlines remain highly leveraged with debt. Carriers continue to merge and consolidate operations and reduce available capacity to improve financial results. Some airlines have significantly reduced their reliance on cargo-only aircraft to service their airfreight customers as high technology consumer products continue to decrease in size and weight and customers improve supply-chain efficiency by utilizing deferred airfreight or ocean freight whenever possible. The reduction in capacity allows asset-based carriers to raise rates in the face of declining or stable demand. When fewer planes are flying, the Company has fewer shipping options from which to craft service offerings to meet customers’ needs. The combination of reduced capacity, higher rates and less frequent flights could challenge the Company’s ability to maintain historical unitary profitability.
Ocean Freight and Ocean Services
Ocean freight services accounted for approximately 32, 33, 30 percent of the Company's total revenues and 23, 24 and 23 percent of total net revenues in 2013, 2012 and 2011, respectively. The Company operates Expeditors International Ocean, Inc. (“EIO”), an Ocean Transportation Intermediary, sometimes referred to as a Non-Vessel Operating Common Carrier (“NVOCC”) which specializes in ocean freight services in most major trade lanes in the world. EIO also provides service, on a smaller scale, to and from any location where the Company has an office or agent. As an NVOCC, EIO contracts with ocean shipping lines to obtain transportation for a fixed number of containers between various points during a specified time period at an agreed rate. EIO handles full container loads for customers that do not want to contract directly with the ocean carriers and for those customers that prefer to supplement their carrier strategy with an NVOCC. EIO also solicits Less-than Container Load (“LCL”) freight to fill the containers and charges lower rates than those available directly from shipping lines. The Company issues a House Ocean Bill (HOBL) to customers as the contract of carriage and receives a separate Master Ocean Bill of Lading when freight is physically tendered. Revenues from fees charged to customers for ancillary services which the Company may provide include the preparation of shipping and customs documentation, packing, crating and insurance services, negotiation of letters of credit, and the preparation of documentation to comply with local export laws. 
When the customer contracts directly with the steamship line, the Company acts as an agent of the customer and derives its revenues from commissions paid by the steamship line and handling fees paid by the customer.
Order Management provides services which manage origin consolidation, supplier performance, carrier allocation, carrier performance, container management, document management, destination management and PO/SKU visibility through a web based application. Customers have the ability to monitor and report against near real time status of purchase orders from the date of creation through final delivery. Item quantities, required ship dates, commodity descriptions, estimated vs. actual ex-factory dates, container utilization, and document visibility are many of the managed functions that are visible and reportable via the web. Order Management is available for various modes of transportation including ocean, air, truck and rail. Order Management revenues are derived from services provided to the shipper as well as management fees associated with managing purchase order execution against customer specific rules. One basic function of Order Management involves arranging cargo from many suppliers in a particular origin and “consolidating” these shipments into the fewest possible number of containers to maximize space utilization and minimize cost. Through origin consolidation, customers can reduce the number of containers shipped by putting more product in larger and fewer containers.
Ocean carriers incurred substantial operating losses in recent years, and many are highly leveraged with debt. While the overall global volumes have increased slightly over recent years, many carriers took delivery of new ships which created excess capacity. This excessive capacity caused most carriers to redeploy ships and modify sailing schedules to improve financial results. The potential combination of reduced sailing schedules and pricing volatility could impact the Company’s ability to maintain historical unitary profitability.
Customs Brokerage and Other Services
Customs brokerage and other services accounted for approximately 25, 24, 23 percent of the Company's total revenues and 43, 42 and 40 percent of total net revenues in 2013, 2012 and 2011, respectively. As a customs broker, the Company assists importers to clear shipments through customs by preparing required documentation, calculating and providing for payment of duties and other taxes on behalf of the importer, arranging for any required inspections by governmental agencies, and arranging for delivery. Changing regulations, the commodities being cleared and the time sensitive nature of the border brokerage business require the Company to continue to make enhancements to its systems in order to provide competitive service. The Company provides customs clearance services in connection with many of the shipments it handles in its transportation services. However, substantial customs brokerage revenues are derived from customers that elect to use a competitor for transportation services. Conversely, shipments handled by the Company may be processed by another customs broker selected by the customer.

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The Company also provides other value added services at destination such as warehousing and distribution, time-definite transportation services and consulting services, none of which are currently individually significant to the Company’s total revenues and net revenues. The Company's distribution and warehousing services include distribution center management, inventory management, order fulfillment, returns programs and order level services. Transcon is a multi-modal product, which offers time-definite, intra-continental transportation solutions, often by ground and other specialty handling services. The Company’s wholly-owned subsidiary, Expeditors Tradewin, L.L.C., responds to customer driven requests for customs consulting services. Fees for these non-transactional services are based upon hourly billing rates and bids for mutually agreed projects.
Marketing and Customers
The Company provides specific solutions tailored to each customer's individual business needs from order inception through order delivery. Although the domestic importer usually designates the logistics company and the services that will be required, the foreign shipper may also participate in this selection process. Therefore, the Company coordinates its marketing program to reach both domestic importers and their overseas suppliers.
The Company’s efforts are focused on optimizing its customers’ supply chains. Therefore, the Company's marketing efforts target professionals in logistics, international and domestic transportation, customs, compliance and purchasing departments of existing and potential customers. The district manager of each office is responsible for marketing, sales coordination, and operations in the area in which he or she is located. All employees are responsible for customer service and retention.
The Company staffs its offices largely with managers and other key personnel who are citizens of the nations in which they operate and who have extensive experience in global logistics. Marketing and customer service staffs are responsible for marketing and selling the Company’s services directly to customers and prospects who may select or influence the selection of logistics service providers and for ensuring that customers receive timely and efficient service. The Company believes that its expertise in supplying solutions customized to the needs of its customers, its emphasis on coordinating its origin and destination customer service and marketing activities, and the incentives it gives to its managers have been important elements of its success.
The goods handled by the Company are generally a function of the products which dominate international trade between any particular origin and destination. Shipments of computers and components, electronic and consumer goods, medical equipment, retail goods, automotive parts, aviation parts, industrial equipment and oil and energy equipment comprise a significant percentage of the Company’s business. Typical import customers include retailers and distributors of consumer electronics, department store chains, clothing and shoe wholesalers, and high-tech, industrial and automotive manufacturers. The Company has also established industry vertical teams located throughout its network that focus on aviation and aerospace, healthcare, oil and energy, and retail and fashion. Historically, no single customer has accounted for five percent or more of the Company’s net revenues.
Competition
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. Many of these competitors have significantly more resources than the Company. Depending on the location of the shipper and the importer, the Company 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. However, regional and local competitors still maintain a strong market presence in certain areas.
The primary competitive factors in the global logistics services industry continue to be price and quality of service, including reliability, responsiveness, expertise, convenience, and scope of operations. The Company emphasizes quality customer service and believes that its prices are competitive with the prices of others in the industry. Larger customers utilize the services of multiple logistics providers and implement more sophisticated and efficient procedures for the management of their logistics supply chains by embracing strategies such as just-in-time inventory management. Accordingly, timely and accurate information integrated into customer service capabilities are a significant factor in attracting and retaining customers. This information integrated into customer service capabilities includes customized Electronic Data Interchange (“EDI”), on-line freight tracing and tracking applications and customized reporting. Customized EDI applications allow the transfer of key information between customers’, service providers' and the Company’s systems. Freight tracing and tracking applications provide customers with near real time visibility to the location, transit time and estimated delivery time of inventory in transit.
Management believes that the ability to develop and deliver innovative solutions to meet customers’ increasingly sophisticated information requirements is a critical factor in the ongoing success of the Company. The Company devotes a significant amount of resources towards the maintenance and enhancement of systems that currently meet these customer demands. Management believes that the Company’s existing systems are competitive with the systems currently in use by other logistics services companies with which it competes.
Unlike many of its competitors, who have tended to grow by merger and acquisition, the Company operates the same transportation and accounting computer software, running on a common hardware platform, in all of its full-service locations. Small and middle-tier competitors, in general, do not have the resources available to develop these customized systems. Historically, growth through aggressive acquisition has proven to be a challenge for many of the Company’s competitors and typically involves the purchase of significant “goodwill.” As a result, the Company has pursued a strategy emphasizing organic growth supplemented by certain strategic acquisitions.

The Company’s ability to attract, retain, and motivate highly qualified personnel with experience in global logistics services is an essential, if not the most important, element of its ability to compete in the industry. To this end, the Company has adopted incentive compensation programs which make percentages of an operating unit's net revenues or profits available to managers for distribution among key personnel. The Company believes that these incentive compensation programs, combined with its experienced personnel and its ability to coordinate global marketing efforts, provide it with a distinct competitive advantage.

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Currency and Dependence on Service Providers
The nature of the Company’s worldwide operations necessitates the Company dealing with a multitude of currencies other than the U.S. dollar. This results in the Company being exposed to the inherent risks of volatile international currency markets and governmental interference. Some of the countries where the Company maintains offices and/or agency relationships have strict currency control regulations which influence the Company’s ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among its offices or agents.
In addition, the Company’s ability to provide service to its customers is highly dependent on good working relationships with a variety of entities including airlines, ocean steamship lines and governmental agencies. The Company considers its current working relationships with these entities to be satisfactory. However, changes in the financial stability and operating capabilities and capacity of asset-based carriers, space allotments available from carriers, governmental regulation or deregulation efforts, modernization of the regulations governing customs brokerage, and/or changes in governmental restrictions, quota restrictions or trade accords could affect the Company’s business in unpredictable ways.
Seasonality
Historically, the Company’s operating results have been subject to seasonal trends with the first quarter being the weakest and the third and fourth quarters being the strongest. This pattern has been the result of, or influenced by, numerous factors including weather patterns, national holidays, consumer demand, new product launches, economic conditions and a myriad of other similar and subtle forces. The Company cannot accurately forecast many of these factors, nor can the Company estimate accurately the relative influence of any particular factor and, as a result, there can be no assurance that historical patterns will continue in future periods.
Environmental
In the United States, the Company is subject to Federal, state and local provisions regulating the discharge of materials and emissions into the environment or otherwise for the protection of the environment. Similar laws apply in many other jurisdictions in which the Company operates. Although current operations have not been significantly affected by compliance with these environmental laws, governments, service providers and customers are becoming increasingly sensitive to environmental issues, and the Company cannot predict what impact future environmental regulations may have on its business. The Company does not anticipate making any material capital expenditures for environmental control purposes during 2014.
Employees
At January 31, 2014, the Company employed approximately 13,910 people, 4,940 in the United States and 840 in the balance of North America, 700 in Latin America, 3,930 in Asia Pacific, 2,280 in Europe and Africa, and 1,220 in the Middle East and India.  The Company is not a party to any collective bargaining agreement and considers its relations with its employees to be satisfactory.

In order to retain the services of highly qualified, experienced, and motivated employees, the Company places considerable emphasis on its non-equity incentive compensation programs.
Other Information

The Company was incorporated in the State of Washington in May 1979. Its executive offices are located at 1015 Third Avenue, 12thFloor, Seattle, Washington, and its telephone number is (206) 674-3400.
The Company’s Internet address is http://www.expeditors.com. The Company makes available free of charge through its Internet website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC).


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Executive Officers of the Registrant
The following table sets forth the names, ages, and positions of current executive officers of the Company.
Name
 
Age
 
Position
Peter J. Rose
 
70
 
Chairman and Chief Executive Officer and director
James L.K. Wang
 
65
 
President-Asia Pacific and director
R. Jordan Gates
 
58
 
President and Chief Operating Officer and director
Rommel C. Saber
 
56
 
President-Europe, Africa, Near/Middle East and Indian Subcontinent
Robert L. Villanueva
 
61
 
President-The Americas
Timothy C. Barber
 
54
 
President-Global Sales and Marketing
Rosanne Esposito
 
62
 
Executive Vice President-Global Customs
Eugene K. Alger
 
53
 
Executive Vice President-North America
Philip M. Coughlin
 
53
 
Executive Vice President-North America
Jeffrey S. Musser
 
48
 
Executive Vice President and Chief Information Officer
Charles J. Lynch
 
53
 
Senior Vice President-Corporate Controller
Daniel R. Wall
 
45
 
Senior Vice President-Ocean Services
Jose A. Ubeda
 
47
 
Senior Vice President-Air Cargo
Amy J. Scheer
 
45
 
Senior Vice President-General Counsel and Secretary
Bradley S. Powell
 
53
 
Senior Vice President and Chief Financial Officer
Peter J. Rose has served as a director and Vice President of the Company since July 1981. Mr. Rose was elected a Senior Vice President of the Company in May 1986, Executive Vice President in May 1987, President and Chief Executive Officer in October 1988, and Chairman and Chief Executive Officer in May 1991. On October 7, 2013, the Company and Mr. Rose entered into a Succession Agreement. Mr. Rose will retire as Chief Executive Officer of the Company effective March 1, 2014 and currently expects to remain Chairman of the Board of Directors until the annual meeting of shareholders in May 2015. Mr. Rose will not stand for reelection to the Board of Directors at the May 2015 annual meeting.
James L.K. Wang has served as a director and the Managing Director of Expeditors International Taiwan Ltd., the Company’s former exclusive Taiwan agent, since September 1981. In 1991, Mr. Wang’s employment agreement was assigned to E.I. Freight (Taiwan), Ltd., the Company’s exclusive Taiwan agent through 2004 and is now assigned to ECI Taiwan Co. Ltd., a wholly-owned subsidiary of the Company. Mr. Wang was elected a director of the Company and its Director-Far East in October 1988, Executive Vice President in January 1996 and President-Asia Pacific in May 2000.
R. Jordan Gates joined the Company as its Controller-Europe in February 1991. Mr. Gates was elected Chief Financial Officer and Treasurer of the Company in August 1994, Senior Vice President-Chief Financial Officer and Treasurer in January 1998, Executive Vice President-Chief Financial Officer and Treasurer in May 2000 and President and Chief Operating Officer in January 2008. Mr. Gates was also elected as a director in May 2000.
Rommel C. Saber joined the Company as Director-Near/Middle East in February 1990. Mr. Saber was elected Senior Vice President-Sales and Marketing in January 1993, Senior Vice President-Air Export in September 1993, Senior Vice President Near/Middle East and Indian Subcontinent in July 1997, Executive Vice President-Europe, Africa and Near/Middle East in August 2000 and President-Europe, Africa, Near/Middle East and Indian Subcontinent in February 2006.
Robert L. Villanueva joined the Company as Regional Vice President in April 1994. Mr. Villanueva was elected Executive Vice President-The Americas in September 1999 and President-The Americas in May 2004.
Timothy C. Barber joined the Company in May 1986 and was promoted to District Manager in January 1987. Mr. Barber was elected to Regional Vice President in January 1993, Vice President-Sales and Marketing in September 1993, Senior Vice President-Sales and Marketing in January 1998, Executive Vice President-Global Sales in September 1999 and President-Global Sales and Marketing in January 2008.
Rosanne Esposito joined the Company as its Director-U.S. Import Services in January 1996. Ms. Esposito was elected to Vice President in May 1997, Senior Vice President-Global Customs in May 2001 and to Executive Vice President-Global Customs in May 2004.
Eugene K. Alger joined the Company in October 1982 and was promoted to District Manager in May 1983. Mr. Alger was elected Regional Vice President in January 1992, Senior Vice President of North America in September 1999 and to Executive Vice President-North America in March 2008.
Philip M. Coughlin joined the Company in October 1985 and was promoted to District Manager in August 1986. Mr. Coughlin was elected Regional Manager in January 1991, Regional Vice President in January 1992, Senior Vice President of North America in September 1999 and to Executive Vice President-North America in March 2008.
Jeffrey S. Musser joined the Company in February 1983 and was promoted to District Manager in October 1989. Mr. Musser was elected to Regional Vice President in September 1999, Senior Vice President-Chief Information Officer in January 2005 and to Executive Vice President and Chief Information Officer in May 2009. On December 19, 2013, Mr. Musser was appointed as President and Chief Executive Officer to succeed Peter J. Rose as Chief Executive Officer effective March 1, 2014 and was elected by the Board of Directors as a director effective March 1, 2014.


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Charles J. Lynch joined the Company in September 1984, and was promoted to Assistant Controller in July 1985 and Controller-Domestic Operations in January 1989. Mr. Lynch was elected Corporate Controller in January 1991, Vice President-Corporate Controller in January 1998 and Senior Vice President-Corporate Controller in May 2002.
Daniel R. Wall joined the Company in March 1987, and was promoted to District Manager in May 1992 and Global Director-Account Management in March 2002. Mr. Wall was elected Vice President-ECMS in January 2004 and Senior Vice President-Ocean Services in September 2004.
Jose A. Ubeda joined the Company in May 1984 and was promoted to District Manager in February 1993. Mr. Ubeda was elected to Regional Vice President in May 2000 and to Senior Vice President-Air Cargo in April 2010.
Amy J. Scheer joined the Company in January 1997 and was promoted to Assistant General Counsel in November 2001. Ms. Scheer was elected Vice-President-General Counsel and Secretary in October 2006 and elected Senior Vice President-General Counsel and Secretary in February 2012.
Bradley S. Powell joined the Company as Chief Financial Officer in October 2008 and was elected Senior Vice President and Chief Financial Officer in February 2012. Prior to joining the Company, Mr. Powell served as President and Chief Financial Officer of Eden Bioscience Corporation, a publicly-traded biotechnology company, from December 2006 to September 2008 and as Vice President and Chief Financial Officer from July 1998 to December 2006.
Regulation and Security
With respect to the Company’s activities in the air transportation industry in the United States, it is subject to regulation by the Transportation Security Administration (“TSA”) of the Department of Homeland Security as an indirect air carrier. All United States indirect air carriers are required to maintain prescribed security procedures and are subject to periodic audits by TSA. The Company’s overseas offices and agents are licensed as airfreight forwarders in their respective countries of operation. The Company is licensed in each of its offices, or in the case of its newer offices, has made application for a license as an airfreight forwarder by the International Air Transport Association (“IATA”). IATA is a voluntary association of airlines and air transport related entities which prescribes certain operating procedures for airfreight forwarders acting as agents for its members. The majority of the Company’s airfreight forwarding business is conducted with airlines which are IATA members.
The Company is licensed as an Ocean Transportation Intermediary (“OTI”) (sometimes referred to as NVOCC-Non-Vessel Operating Common Carrier) by the Federal Maritime Commission (“FMC”). The FMC has established certain qualifications for shipping agents, including certain surety bonding requirements. The FMC is also responsible for the economic regulation of OTI/NVOCC activity originating or terminating in the United States. To comply with these economic regulations, vessel operators and NVOCCs, such as EIO, are required to file tariffs electronically which establish the rates to be charged for the movement of specified commodities into and out of the United States. The FMC has the power to enforce these regulations by assessing penalties.
The Company is licensed as a customs broker by Customs and Border Protection (“CBP”) of the Department of Homeland Security nationally and in each U.S. customs district in which it does business. All United States customs brokers are required to maintain prescribed records and are subject to periodic audits by CBP. In other jurisdictions in which the Company performs customs clearance services, the Company is licensed by the appropriate governmental authority where such license is required to perform these services. The Company participates in various governmental supply chain security programs, such as the Customs-Trade Partnership Against Terrorism (“C-TPAT”) in the United States and additional security initiatives, such as Authorized Economic Operator ("AEO"), as they continue to be enacted by different governments.
The Company does not believe that current United States and foreign governmental regulations impose significant economic restraint upon its business operations. In general, the Company conducts its business activities in each country through a wholly or majority-owned subsidiary corporation that is organized and existing under the laws of that country. However, the regulations of foreign governments can impose barriers to the Company’s ability to provide the full range of its business activities in a wholly or majority United States-owned subsidiary. For example, foreign ownership of a customs brokerage business is prohibited in some jurisdictions and less frequently the ownership of the licenses required for freight forwarding and/or freight consolidation is restricted to local entities. When the Company encounters this sort of governmental restriction, it works to establish a legal structure that meets the requirements of the local regulations while also giving the Company the substantive operating and economic advantages that would be available in the absence of such regulation. This can be accomplished by creating a joint venture or exclusive agency relationship with a qualified local entity that holds the required license.
The continuing global terrorist threat and governments’ overriding concern for the safety of passengers and citizens who import and/or export goods into and out of their respective countries has resulted in a proliferation of cargo security and other regulations over the past several years. Many of these regulations are complex and require various degrees of interpretation. While these regulations have already created a marked difference in the security and other arrangements required to move shipments around the globe, regulations are expected to become more stringent in the future. As governments look for ways to minimize the exposure of their citizens to potential terror related incidents, the Company and its competitors in the transportation business may be required to incorporate security and other procedures within their scope of services to a far greater degree than has been required in the past. The Company feels that increased security and other requirements may involve further investments in technology and more sophisticated screening procedures being applied to cargo, customers, vendors and employees. The Company’s position is that any increased cost of compliance with security regulations will be passed through to those who are beneficiaries of the Company’s services.
Cargo Liability
When acting as an airfreight consolidator, the Company assumes a carrier’s liability for lost or damaged shipments. This legal liability is typically limited by contract to the lower of the transaction value or the released value (19 Special Drawing Rights per kilo unless the customer declares a higher value and pays a surcharge), except in the absence of an appropriate airway bill or if the loss or damage is caused by willful misconduct. The airline which the Company utilizes to make the actual shipment is generally liable to the Company in the same manner and to the same extent. When acting solely as the agent of the airline or shipper, the Company does not assume any contractual liability for loss or damage to shipments tendered to the airline.

When acting as an ocean freight consolidator, the Company assumes a carrier’s liability for lost or damaged shipments. This liability is typically limited by contract to the lower of the transaction value or the released value ($500 per package or customary freight unit unless the customer

| 6.



declares a higher value and pays a surcharge). The steamship line which the Company utilizes to make the actual shipment is generally liable to the Company in the same manner and to the same extent. In its ocean freight forwarding and customs clearance operations, the Company does not assume liability for lost or damaged shipments.

When providing ground transportation services as a carrier, the Company assumes a carrier’s liability for lost or damaged shipments. This liability is typically limited by contract to the lower of the transaction value or the released value (generally $0.50 per pound though the released value can vary from country to country) unless the customer declares a higher value and pays a surcharge. The ground carrier which the Company utilizes to make the actual shipment is generally liable to the Company in the same manner and to the same extent.
When providing warehousing and distribution services, the Company limits its legal liability by contract and tariff to an amount generally equal to the lower of fair value or $0.50 per pound with a maximum of $50 per “lot” — which is defined as the smallest unit that the warehouse is required to track. 
In certain circumstances, the Company will assume additional limited liability. The Company maintains cargo legal liability insurance covering claims for losses attributable to missing or damaged shipments for which it is legally liable. The Company also maintains insurance coverage for the property of others which is stored in Company warehouse facilities. This insurance coverage is provided by a Vermont U.S. based insurance entity wholly-owned by the Company. The coverage is fronted and reinsured by a global insurance company. The total risk retained by the Company in 2013 was $5 million. In addition, the Company is licensed as an insurance broker through its subsidiary, Expeditors Cargo Insurance Brokers, Inc. and places insurance coverage for other customers.


| 7.



ITEM 1A – RISK FACTORS
RISK FACTORS
  
DISCUSSION AND POTENTIAL SIGNIFICANCE
 
 
International Trade
  
The Company primarily provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract the Company’s primary market and adversely impact its operating results. For example, international trade is influenced by:

 
 
  
•        currency exchange rates and currency control regulations; 
 
  
•        interest rate fluctuations; 
 
  
•        changes in governmental policies, such as taxation, quota restrictions, other forms of trade barriers and/or restrictions and trade accords; 
 
  
•        changes in and application of international and domestic customs, trade and security regulations; 
 
  
•        wars, strikes, civil unrest, acts of terrorism, and other conflicts; 
 
  
•        natural disasters and pandemics; 
 
  
•        changes in consumer attitudes regarding goods made in countries other than their own;
 
  
•        changes in availability of credit; 
 
  
•        changes in the price and readily available quantities of oil and other petroleum-related products; and 
 
  
•        increased global concerns regarding working conditions and environmental sustainability.
 
 
Third Party Service Providers
  
As a non-asset based provider of global logistics services, the Company depends on a variety of asset-based third party providers. The quality and profitability of the Company depend upon effective selection, management and discipline of third party providers. In recent years, many of the Company’s third party service providers have incurred significant operating losses and are highly leveraged with debt. Changes in the financial stability, operating capabilities and capacity of asset-based carriers and space allotment made available to the Company by asset-based carriers could affect the Company in unpredictable ways. Any combination of reduced airfreight or ocean freight capacity, pricing volatility or more limited carrier transportation schedules could negatively impact the Company’s ability to maintain historical profitability.
The Company’s freight carriers are subject to increasingly stringent laws protecting the environment, which could directly or indirectly have a material adverse effect on the Company’s business. Future regulatory developments in the U.S. and abroad could adversely affect operations and increase operating costs in transportation industries, which in turn could increase the Company’s purchased transportation costs. If the Company is unable to pass such costs on to its customers, its business and results of operations could be materially and adversely affected.

 
 
Predictability of Results
  
The Company is not aware of any accurate means of forecasting short-term customer requirements. However, long-term customer satisfaction depends upon the Company’s ability to meet these unpredictable short-term customer requirements. Personnel costs, the Company’s single largest expense, are always less flexible in the very near term as the Company must staff to meet uncertain demand. As a result, short-term operating results could be disproportionately affected.
 
A significant portion of the Company’s revenues are derived from customers in retail industries whose shipping patterns are tied closely to consumer demand, and from customers in industries whose shipping patterns are dependent upon just-in-time production schedules. Therefore, the timing of the Company’s revenues are, to a large degree, impacted by factors out of the Company’s control, such as a sudden change in consumer demand for retail goods, product launches and/or manufacturing production delays. Additionally, many customers ship a significant portion of their goods at or near the end of a quarter, and therefore, the Company may not learn of a shortfall in revenues until late in a quarter. To the extent that a shortfall in revenues or earnings was not expected by securities analysts, any such shortfall from levels predicted by securities analysts could have an immediate and adverse effect on the trading price of the Company’s stock.

 
 
Foreign Operations
  
The majority of the Company’s revenues and operating income comes from operations conducted outside the United States. To maintain a global service network, the Company may be required to operate in hostile locations and in dangerous situations.
 
In addition, the Company operates in parts of the world where common business practices could constitute violations of the anti-corruption laws, rules, regulations and decrees of the United States, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and of all other countries in which the Company conducts business; as well as trade control laws, or laws, regulations and Executive Orders imposing embargoes and sanctions; and anti-boycott laws and regulations. Compliance with these laws, rules, regulations and decrees is dependent on the Company’s employees, service providers, agents, third party brokers and customers, whose individual actions could violate these laws, rules, regulations and decrees. Failure to comply could result in substantial penalties and additional expenses, damages to the Company’s reputation and restrictions on its ability to conduct business.







| 8.



RISK FACTORS
  
DISCUSSION AND POTENTIAL SIGNIFICANCE
 
 
Key Personnel
  
The Company is a service business. The quality of this service is directly related to the quality of the Company’s employees. Identifying, training and retaining key employees is essential to continued growth and future profitability. Effective succession planning is an important element of the Company's programs. Failure to ensure an effective transfer of knowledge and smooth transitions involving key employees could hinder the Company's ability to execute on its business strategies and level of service. Senior management of the Company includes employees with long tenures, many of whom are approaching retirement age. The loss of the services of one or more key personnel could have an adverse effect on the Company’s business. The Company must continue to develop and retain management personnel to address issues of succession planning. In October 2013, Peter J. Rose, who has been the Company's Chief Executive Officer (CEO) for 25 years, announced he would retire effective March 1, 2014. The Company's ability to retain its key executives and future business performance could be adversely affected by the uncertainty associated with the transition to a successor CEO.
 
The Company believes that its compensation programs, which have been in place since the Company became a publicly traded entity, are one of the unique characteristics responsible for differentiating its performance from that of many of its competitors. Significant changes to its compensation programs could affect the Company’s performance and ability to attract and retain key personnel. Continued loyalty to the Company will not be assured by contract.

 
 
Technology
  
The Company relies heavily and must compete based upon the flexibility and sophistication of the technologies utilized in performing its core businesses. Future results depend upon the Company's success in the cost effective development, maintenance and integration of secure communication and information systems technologies, including those acquired from and maintained by third parties. As the Company and its customers continue to increase reliance on these systems and as additional features are added, the risks also increase. The Company has implemented processes and procedures to mitigate these risks; however, these measures cannot assure the prevention of a serious negative event in the future.

Any significant disruptions to the Company’s global systems or the Internet for any reason, which could include equipment or network failures, power outages, sabotage, employee error or other actions, cyber-attacks or other security breaches, geo-political activity or natural disasters, would have a material negative effect on the Company's results and could include loss of revenue, business disruptions including the inability to timely process shipments, loss of property including trade secrets and confidential information, legal claims and proceedings, reporting delays or errors, interference with regulatory reporting, significant remediation costs, an increase in costs to protect the Company's systems and technology and damage to its reputation.


 
 
Growth
  
The Company has historically relied primarily upon organic growth and has tended to avoid growth through acquisition. Future results will depend upon the Company’s ability to anticipate and adapt to constantly evolving supply chain requirements and innovations. To continue to grow organically, the Company must gain profitable market share and successfully develop and market new service offerings. When non-dilutive investment opportunities arise, the Company’s success will be dependent on its ability to evaluate and integrate the acquisitions.

 
 
Regulatory Environment
  
The Company is affected by ever increasing regulations from a number of sources in the United States and in foreign locations in which the Company operates. Many of these regulations are complex and require various degrees of interpretation and increase the Company's costs. The current business environment tends to stress the avoidance of risk through regulation and oversight, the effect of which is likely to be unforeseen costs and potentially unforeseen consequences.
 
In reaction to the continuing global terrorist threat, governments around the world are continuously enacting or updating security regulations. These regulations are multi-layered, increasingly technical in nature and characterized by a lack of harmonization of substantive requirements amongst various governmental authorities. Furthermore, the implementation of these regulations, including deadlines and substantive requirements, is driven by political urgencies rather than the industries’ realistic ability to comply.

Failure to consistently and timely comply with these regulations, or the failure, breach or compromise of the Company’s policies and procedures or those of its service providers or agents, may result in increased operating costs, damage to the Company’s reputation, restrictions on operations and/or fines and penalties.

 
 

| 9.



RISK FACTORS
  
DISCUSSION AND POTENTIAL SIGNIFICANCE
Competition
  
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. Many of these competitors have significantly more resources than the Company. Depending on the location of the shipper and the importer, the Company must compete against both the niche players and larger entities, including some carriers. 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, pricing and contractual terms such as seeking longer payment terms, higher liability limits and performance penalties. Increased competition could result in reduced revenues, reduced margins or loss of market share, any of which would damage the Company’s results of operations and financial condition.

 
 
 
Taxes
  
The Company is subject to many taxes in the United States and foreign jurisdictions. In many of these jurisdictions, the tax laws are very complex and are open to different interpretations and application. Tax authorities frequently implement new taxes and change their tax rates and rules, including interpretations of those rules. The Company is regularly under audit by tax authorities. Although the Company believes its tax estimates are reasonable, the final determination of tax audits, including transfer pricing inquiries, could be materially different from the Company’s tax provisions and accruals and negatively impact its financial results.

 
 
Litigation/Investigations
  
As a multinational corporation, the Company is subject to formal or informal investigations or litigation from governmental authorities or others in the countries in which it does business. These investigations and other periodic investigations may require management time and could cause the Company to incur substantial additional legal and related costs, which may include fines and/or penalties that could have a material impact on the Company’s results of operations and operating cash flows.
 
The Company may also become subject to other civil litigation arising from such investigations or litigation, including but not limited to shareholder class action lawsuits and derivative claims made on behalf of the plaintiffs.

 
 
 
Economic Conditions
  
The global economy and capital and credit markets continue to experience uncertainty and volatility. Unfavorable changes in economic conditions may result in lower freight volumes and adversely affect the Company’s revenues and operating results, as experienced in 2009 and 2012. These conditions may adversely affect certain of the Company’s customers, carriers and third party services providers. Were that to occur, the Company’s revenues and net earnings could also be adversely affected. Should customers’ ability to pay deteriorate, additional bad debts may be incurred.
 
These unfavorable conditions can create situations where rate increases charged by carriers and other service providers are implemented with little or no advanced notice. The Company often times cannot pass these rate increases on to its customers in the same time frame, if at all. As a result, the Company’s yields and margins can be negatively impacted, as experienced in 2012 and part of 2013, particularly with ocean freight.

 
 
 
Catastrophic Events
  
A disruption or failure of the Company’s systems or operations in the event of a major earthquake, weather event, cyber-attack, terrorist attack, strike, civil unrest, pandemic or other catastrophic event could cause delays in providing services or performing other mission-critical functions. The Company’s corporate headquarters, and certain other critical business operations are in the Seattle, Washington area, which is near major earthquake faults. A catastrophic event that results in the destruction or disruption of any of the Company’s critical business or information technology systems could harm the Company’s ability to conduct normal business operations and its operating results.



| 10.



ITEM 1B — UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2 — PROPERTIES
The Company owns the following properties:
 
 
 
Location
  
Nature of Property
United States:
  
 
Washington, Seattle
  
Corporate headquarters
California, Brisbane
  
Office and warehouse building
California, Hawthorne
  
Office and warehouse building
Florida, Miami
  
Office and warehouse building
Illinois, Benseville
  
Office and warehouse building
New Jersey, Edison
  
Office and warehouse building
New York, Inwood
  
Office and warehouse building
Texas, Humble
  
Office and warehouse building
Washington, SeaTac
 
Office building
Washington, Spokane
  
Office building
 
 
Asia Pacific:
  
 
China, Beijing
 
Office and warehouse building
China, Shanghai
  
Office building
China, Shenzhen
 
Offices
China, Tianjin
 
Offices
Hong Kong, Kowloon
  
Offices
Korea, Seoul
  
Office and warehouse
Taiwan, Taipei
 
Offices
 
 
Europe:
  
 
Belgium, Brussels
  
Office and warehouse building
England, London
  
Office and warehouse building
Ireland, Cork
  
Office and warehouse building
Ireland, Dublin
  
Office and warehouse building
 
 
Latin America:
  
 
Costa Rica, Alajuela
  
Office building
 
 
Middle East:
  
 
Egypt, Cairo
  
Office and warehouse building
The Company leases and maintains 71 additional offices and warehouse locations in the United States and 362 leased locations throughout the world, primarily located close to an airport, ocean port, or on an important border crossing. The majority of these facilities contain warehouse facilities. Lease terms are either on a month-to-month basis or terminate at various times through 2025. See Note 8 to the Company’s consolidated financial statements for lease commitments. The Company will investigate the possibility of building or buying suitable facilities. The Company believes that current leases can be extended and that suitable alternative facilities are available in the vicinity of each present facility should extensions be unavailable at the conclusion of current leases.

ITEM 3 — LEGAL PROCEEDINGS
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 or financial position. As of December 31, 2013, the amounts accrued for these claims, lawsuits, government investigations and other legal matters are not significant to the Company's operations 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.

| 11.



ITEM 4 — MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock trades on The NASDAQ Global Select Market. The following table sets forth the high and low sale prices for the Company’s common stock as reported by The NASDAQ Global Select Market under the symbol EXPD.
 
 
Common Stock
 
 
 
Common Stock
Quarter
 
High
 
Low
 
Quarter
 
High
 
Low
2013
 
 
 
 
 
2012
 
 
 
 
First
 
$
43.80

 
$
35.33

 
First
 
$
47.20

 
$
40.80

Second
 
$
40.71

 
$
34.83

 
Second
 
$
47.48

 
$
36.72

Third
 
$
45.48

 
$
37.79

 
Third
 
$
39.61

 
$
34.83

Fourth
 
$
46.90

 
$
41.79

 
Fourth
 
$
39.97

 
$
34.20

There were 1,070 shareholders of record as of February 21, 2014. This figure does not include a substantially greater number of beneficial holders of the Company’s common stock, whose shares are held of record by banks, brokers and other financial institutions.
The Board of Directors declared semi-annual dividends per share during the two most recent fiscal years paid as follows:
June 17, 2013
$
.30

December 16, 2013
$
.30

June 15, 2012
$
.28

December 17, 2012
$
.28

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 or
Programs
 
Maximum
Number
of Shares
that
May Yet Be
Purchased
Under the
Plans or
Programs
October 1-31, 2013
 

 
$

 

 
19,885,746

November 1-30, 2013
 
1,081,648

 
$
43.26

 
1,081,648

 
18,820,774

December 1-31, 2013
 
2,084,022

 
$
43.16

 
2,084,022

 
16,645,070

Total
 
3,165,670

 
$
43.19

 
3,165,670

 
16,645,070

In November 1993, the Company’s Board of Directors authorized a Non-Discretionary Stock Repurchase Plan for the purpose of repurchasing the Company’s common stock in the open market with the proceeds received from the exercise of stock options. On February 9, 2009, the Plan was amended to increase the authorization to repurchase up to 40 million shares of the Company’s common stock. This authorization has no expiration date. This plan was disclosed in the Company’s annual report on Form 10-K filed on March 31, 1995. In the fourth quarter of 2013, 265,356 shares of common stock were repurchased under the Non-Discretionary Stock Repurchase Plan.
In November 2001, under a Discretionary Stock Repurchase Plan, the Company’s Board of Directors authorized the repurchase of the Company's common stock in the open market to reduce the issued and outstanding stock to 200 million shares. 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. This plan was announced on November 13, 2001. In the fourth quarter of 2013, 2,900,314 shares of common stock were repurchased under the Discretionary Stock Repurchase Plan. These discretionary repurchases included 81,514 shares that were made to limit the growth in the number of issued and outstanding shares resulting from stock option exercises and 2,818,800 shares to reduce the number of total shares outstanding. On February 24, 2014, the plan was amended by the Board of Directors to authorize management to reduce issued and outstanding stock to 190,000,000 shares of common stock.


| 12.



The graph below compares Expeditors International of Washington, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the NASDAQ Transportation index. The graph assumes that the value of the investment in our common stock and in each of the indexes (including reinvestment of dividends) was $100 on 12/31/2008 and tracks it through 12/31/2013.

 
 
12/08

12/09

12/10

12/11

12/12

12/13

 
 
 
 
 
 
 
 
Expeditors International of Washington, Inc.
 
$
100.00

$
105.74

$
167.55

$
127.07

$
124.52

$
141.36

Standard and Poor's 500 Index
 
100.00

126.46

145.51

148.59

172.37

228.19

NASDAQ Transportation
 
100.00

102.37

131.79

113.27

123.81

162.78


The stock price performance included in this graph is not necessarily indicative of future stock price performance.


| 13.



ITEM 6 — SELECTED FINANCIAL DATA
Financial Highlights
In thousands except share and per share data
 
 
2013
 
2012
 
2011
 
2010
 
2009
Revenues
 
$
6,080,257

 
5,992,215

 
6,161,537

 
5,978,286

 
4,102,332

Net revenues1
 
1,882,853

 
1,835,370

 
1,907,516

 
1,703,499

 
1,392,835

Net earnings attributable to shareholders
 
348,526

 
333,360

 
385,679

 
344,172

 
240,217

Diluted earnings attributable to shareholders per share
 
1.68

 
1.57

 
1.79

 
1.59

 
1.11

Basic earnings attributable to shareholders per share
 
1.69

 
1.58

 
1.82

 
1.62

 
1.13

Dividends declared and paid per common share
 
.60

 
.56

 
.50

 
.40

 
.38

Working capital
 
1,545,069

 
1,515,041

 
1,490,738

 
1,278,377

 
1,079,444

Total assets
 
3,014,812

 
2,954,125

 
2,866,827

 
2,679,179

 
2,323,722

Shareholders’ equity
 
2,084,783

 
2,027,699

 
2,003,638

 
1,740,906

 
1,553,007

Weighted average diluted shares outstanding
 
206,895,473

 
211,935,171

 
215,033,580

 
216,446,656

 
216,533,240

Weighted average basic shares outstanding
 
205,994,656

 
210,422,945

 
212,117,511

 
212,283,966

 
212,112,744


_______________________
1Non-GAAP measure calculated as revenues less directly related operating expenses attributable to the Company's principal services.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995; CERTAIN CAUTIONARY STATEMENTS
This Annual Report on Form 10-K for the fiscal year ended December 31, 2013 contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, the Company or its representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by the Company with the Securities and Exchange Commission. Statements including those preceded by, followed by or that include the words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project”, "plan", "believe", "probable", "reasonably possible" "may", "could", "should", "intends", "foreseeable future" or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are qualified in their entirety by reference to and are accompanied by the discussion in Item 1A of certain important factors that could cause actual results to differ materially from such forward-looking statements.
The risks included in Item 1A are not exhaustive. Furthermore, reference is also made to other sections of this report which include additional factors which could adversely impact the Company’s business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing global environment. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all of such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements cannot be relied upon as a guarantee of actual results.
Shareholders should be aware that while the Company does, from time to time, communicate with securities analysts, it is against the Company’s policy to disclose to such analysts any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of such statement or report. Furthermore, the Company has a policy against issuing financial forecasts or projections or confirming the accuracy of forecasts or projections issued by others. Accordingly, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of the Company.
ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Expeditors International of Washington, Inc. is a global logistics company. The Company's services include air and ocean freight consolidation and forwarding, customs clearance, warehousing and distribution, purchase order management, vendor consolidation, time-definite transportation services, cargo insurance and other logistics solutions. The Company does not compete for overnight courier or small parcel business. As a non-asset based carrier, the Company does not own or operate transportation assets.
The Company derives its revenues from three principal sources: 1) airfreight services, 2) ocean freight and ocean services, and 3) customs brokerage and other services. These are the revenue categories presented in the financial statements.
The Company generates the major portion of its air and ocean freight revenues by purchasing transportation services on a wholesale basis from direct (asset-based) carriers and reselling those services to its customers on a retail basis. The difference between the rate billed to customers (the sell rate) and the rate paid to the carrier (the buy rate) is termed “net revenue” (a non-GAAP measure), “yield or "margin." By consolidating shipments from multiple customers and concentrating its buying power, the Company is 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. The most significant drivers of changes in gross revenues and related transportation expenses are volume, sell rates and buy rates. Volume has a similar effect on the change in both gross revenues and related transportation expenses in each of the Company's three primary sources of revenue.

| 14.



In most cases the Company acts as an indirect carrier. When acting as an indirect carrier, the Company will issue a House Airway Bill (HAWB) or a House Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. In these transactions, the Company is the primary obligor, is obligated to compensate direct carriers for services performed regardless of whether customers accept the service, has latitude in establishing price, has discretion in selecting the direct carrier and has credit risk. Therefore, the Company is the principal in these transactions and reports revenue and the related expenses on a gross basis.
For revenues earned in other capacities, for instance, when the Company does not issue a HAWB or a HOBL or otherwise acts solely as an agent for the shipper, only the commissions and fees earned for such services are included in revenues. In these transactions, the Company is not a principal and reports only commissions and fees earned in revenue.
Customs brokerage and other services involves 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 arranging for delivery. These are complicated functions requiring technical knowledge of customs rules and regulations in the multitude of countries in which the Company has offices.
The Company is managed along three geographic areas of responsibility: Americas; Asia Pacific; and Europe, Africa, Near/Middle East and Indian Subcontinent (EMAIR). Each area is divided into sub-regions which are composed of operating units with individual profit and loss responsibility. The Company’s 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 the Company’s overall success on a stand-alone basis.
The Company’s operating units share revenue using the same arms-length pricing methodologies the Company uses when its offices transact business with independent agents. The Company charges its subsidiaries and affiliates for services rendered in the United States on a cost recovery basis. The Company’s strategy closely links compensation with operating unit profitability. Individual success is closely linked to cooperation with other operating units within the network.
The mix of services varies by segment based primarily on the import or export orientation of local operations in each region. In accordance with the Company's revenue recognition policy (see Note 1. E to the consolidated financial statements of this report), almost all freight revenues and related expenses are recorded at origin and shipment profits are split between origin and destination offices by recording a commission fee or profit share revenue at destination and a corresponding commission or profit share expense as a component of origin consolidation costs. The Asia Pacific segment is the Company's largest export oriented region and accounted for 50% of revenues and 41% of operating income for the year ended December 31, 2013. Asia Pacific's operating income as a percentage of revenue is lower than other segments due to the largely export nature of operations in that region.
Strategy and Culture
The Company has pursued a strategy emphasizing organic growth supplemented by certain strategic acquisitions. From the inception of the Company, management has believed that the elements required for a successful global service organization can only be assured through recruiting, training, and ultimately retaining superior personnel. The Company’s greatest challenge is now and always has been perpetuating a consistent global corporate culture which demands:
Total dedication, first and foremost, to providing superior customer service;
Compliance with Company policies and government regulations;
Aggressive marketing of all of the Company’s service offerings;
Ongoing development of key employees and management personnel via formal and informal means;
Creation of unlimited advancement opportunities for employees dedicated to hard work, personal growth and continuous improvement;
Individual commitment to the identification and mentoring of successors for every key position so that when inevitable change occurs, a qualified and well-trained internal candidate is ready to step forward; and
Continuous identification, design and implementation of system solutions, both technological and otherwise, to meet and exceed the needs of the Company's customers while simultaneously delivering tools to make the Company's employees more efficient and more effective.
The Company reinforces these values with a compensation system that rewards employees for profitably managing the things they can control. This compensation system has been in place since the Company became a publicly traded entity. There is no limit to how much a key manager can be compensated for success. The Company believes in a “real world” environment in every operating unit where individuals are not sheltered from the profit implications of their decisions. If these decisions result in operating losses, current management must make up these losses with future operating profits, in the aggregate, before any cash incentive compensation can be earned. At the same time, the Company insists on continued focus on such things as accounts receivable collection, cash flow management and credit soundness in an attempt to insulate managers from the sort of catastrophic errors that might end a career.
Any failure to perpetuate this unique culture on a self-sustained basis throughout the Company provides a greater threat to the Company’s continued success than any external force, which would be largely beyond its control. The Company strongly believes that it is nearly impossible to predict events that, in the aggregate, could have a positive or a negative impact on 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 subtle changes as they develop and thereby help the Company adapt and thrive as major trends emerge.

| 15.



The Company’s ability to provide services to its customers is highly dependent on good working relationships with a variety of entities including airlines, steamship lines, ground transportation providers and governmental agencies. The significance of maintaining acceptable working relationships with governmental agencies and asset-based carriers involved in global trade has gained increased importance as a result of ongoing concern over terrorism. As each carrier labors to comply with additional governmental regulations implementing security policies and procedures, inherent conflicts emerge which can and do affect global 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 and increase oversight and enforcement of new and existing laws. The Company considers its current working relationships with these entities to be satisfactory.  The airline and ocean steamship line industries have incurred significant losses in recent years and many carriers are highly leveraged with debt. This situation has required the Company to be increasingly selective in determining which carriers to utilize. Further changes in the financial stability, operating capabilities and capacity of asset-based carriers, space allotments available from carriers, governmental regulations, modernization of the regulations governing customs brokerage, and/or changes in governmental quota restrictions or trade accords could adversely affect the Company’s business in unpredictable ways.
International Trade and Competition
The Company operates in 62 countries in the competitive global logistics industry and Company 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, and laws and policies relating to tariffs, trade restrictions, foreign investments and taxation. Periodically, governments consider a variety of changes to current tariffs and trade restrictions and accords. The Company cannot predict which, if any, of these proposals may be adopted, or the effects the adoption of any such proposal will have on the Company’s business. Doing business in foreign locations also subjects the Company to a variety of risks and considerations not normally encountered by domestic enterprises. In addition to being influenced by governmental policies concerning international trade, the Company’s business may also be affected by political developments and changes in government personnel or policies, as well as economic turbulence, political unrest and security concerns in the nations in which it does business and the future impact that these events may have on international trade and oil prices.
The global logistics services industry is intensely competitive and is expected to remain so for the foreseeable future. Consistent with continuing uncertainty in global economic conditions, concerns over volatile fuel costs, rising costs in general, political unrest and fluctuating currency exchange rates, the Company’s pricing and terms continue to be pressured by customers, carriers and service providers which has resulted in a compression of the Company's unitary margins during 2013. We expect these competitive conditions to continue.
The Company cannot predict what impact ongoing uncertainties in the global economy may have on its operating results, freight volumes, pricing, changes in consumer demand, carrier stability and capacity, customers' abilities to pay or on changes in competitors' behavior.
Critical Accounting Estimates
A summary of the Company’s significant accounting policies can be found in Note 1 to the consolidated financial statements in this report.
Management believes that the nature of the Company’s business is such that there are few complex challenges in accounting for operations. While judgments and estimates are a necessary component of any system of accounting, the Company’s use of estimates is limited primarily to the following areas:
accounts receivable valuation;
accrual of costs related to ancillary services the Company provides;
accrual of insurance liabilities for the portion of the related exposure which the Company has self-insured;
accrual of various tax liabilities;
accrual of loss contingencies; and
calculation of share-based compensation expense.
These estimates, other than the accrual of loss contingencies and calculation of share-based compensation expense, are not highly uncertain and have not historically been subject to significant change. Management believes that the methods utilized in all of these areas are non-aggressive in approach and consistent in application. Management believes that there are limited, if any, alternative accounting principles or methods which could be applied to the Company’s transactions. While the use of estimates means that actual future results may be different from those contemplated by the estimates, the Company believes that alternative principles and methods used for making such estimates would not produce materially different results than those reported.
The outcomes of government investigations, legal proceedings and claims brought against the Company are subject to significant uncertainty. An estimated loss from a contingency such as a government investigation, legal proceeding or claim is accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a loss contingency is required if there is at least a reasonable possibility that a significant loss has been incurred. In determining whether a loss should be accrued, management evaluates several factors, including advice from outside legal counsel, in order to estimate the degree of probability of an unfavorable outcome and make a reasonable estimate of the amount of loss or range of reasonably possible loss. Changes in these factors could have a material impact on the Company's financial position, results of operations and operating cash flows for any particular quarter or year.
As described in Note 1.H to the consolidated financial statements in this report, the Company accounts for share-based compensation based on an estimate of the fair value of options granted to employees under the Company’s stock option and stock purchase rights plans. This expense, as adjusted for expected forfeitures, is recorded on a straight-line basis over the vesting period.
Determining the appropriate option pricing model to use to estimate stock compensation expense requires judgment. Any option pricing model requires assumptions that are subjective and these assumptions also require judgment. Examples include assumptions about long-term stock price

| 16.



volatility, employee exercise patterns, pre-vesting option forfeitures, post-vesting option terminations, and future interest rates and dividend yields. The Company uses the Black-Scholes model for estimating the fair value of stock options.
Management believes that the assumptions used are appropriate based upon the Company’s historical and currently expected future experience. Looking to future events, management has been strongly influenced by historical patterns which may not be valid predictors of future developments and any future deviation may be material.
The Company’s expected volatility assumptions are based on the historical volatility of the Company’s stock over a period of time commensurate to the expected life. The expected life assumption is primarily based on historical employee exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the corresponding yield curve in effect at the time of grant for U.S. Treasury bonds having the same term as the expected life of the option, i.e. a ten year bond rate is used for valuing an option with a ten year expected life. The expected dividend yield is based on the Company’s historical experience. The forfeiture assumption used to calculate compensation expense is primarily based on historical pre-vesting employee forfeiture patterns.
The fair value of an option is more significantly impacted by changes in the expected volatility and expected life assumptions. The pre-vesting forfeitures assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeitures assumption would not impact the total amount of expense ultimately recognized over the vesting period. Different forfeiture assumptions would only impact the timing of expense recognition over the vesting period. Estimated forfeitures are reassessed in subsequent periods and may change based on new facts and circumstances.
Results of Operations
The following table shows the total net revenues (a non-GAAP measure calculated as revenues less directly related operations expenses attributable to the Company’s principal services) and the Company’s expenses for 2013, 2012, and 2011 expressed as percentages of net revenues. Management believes that net revenues are a better measure than total revenues when analyzing and discussing management's effectiveness in managing the Company’s principal services since total revenues earned by the Company as a freight consolidator include the carriers’ charges to the Company for carrying the shipment, whereas revenues earned by the Company in its other capacities include primarily the commissions and fees actually earned by the Company. Net revenue is one of the Company's primary operational and financial measures that demonstrates the ability of the Company to manage sell rates to customers with its ability to concentrate and leverage its purchasing power through effective consolidation of shipments from multiple customers utilizing a variety of transportation carriers and optimal routings. Using net revenue also provides a commonality for comparison among various services.
The table and the accompanying discussion and analysis should be read in conjunction with the consolidated financial statements and related notes thereto in this report.
 
 
2013
 
2012
 
2011
 
In thousands
 
Amount
 
Percent
of net
revenues
 
Amount
 
Percent
of net
revenues
 
Amount
 
Percent    
of net    
revenues    
 
Airfreight services:
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
2,633,830

 
 
 
$
2,600,916

 
 
 
$
2,893,474

 
 
 
Expenses
 
1,994,374

 
 
 
1,983,696

 
 
 
2,193,122

 
 
 
Net revenues
 
639,456

 
34
%
 
617,220

 
34
%
 
700,352

 
37
%
 
Ocean freight and ocean services:
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
1,958,231

 
 
 
1,974,891

 
 
 
1,878,595

 
 
 
Expenses
 
1,521,340

 
 
 
1,542,170

 
 
 
1,443,170

 
 
 
Net revenues
 
436,891

 
23

 
432,721

 
24

 
435,425

 
23

 
Customs brokerage and other services:
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
1,488,196

 
 
 
1,416,408

 
 
 
1,389,468

 
 
 
Expenses
 
681,690

 
 
 
630,979

 
 
 
617,729

 
 
 
Net revenues
 
806,506

 
43

 
785,429

 
42

 
771,739

 
40

 
Total net revenues
 
1,882,853

 
100

 
1,835,370

 
100

 
1,907,516

 
100

 
Overhead expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and related costs
 
1,032,601

 
55

 
995,052

 
54

 
993,358

 
52

 
Other
 
298,179

 
16

 
309,520

 
17

 
295,831

 
16

 
Total overhead expenses
 
1,330,780

 
71

 
1,304,572

 
71

 
1,289,189

 
68

 
Operating income
 
552,073

 
29

 
530,798

 
29

 
618,327

 
32

 
Other income, net
 
20,523

 
1

 
19,595

 
1

 
19,701

 
1

 
Earnings before income taxes
 
572,596

 
30

 
550,393

 
30

 
638,028

 
33

 
Income tax expense
 
222,585

 
12

 
217,424

 
12

 
251,785

 
13

 
Net earnings
 
350,011

 
18

 
332,969

 
18

 
386,243

 
20

 
Less net (losses) earnings attributable to the noncontrolling interest
 
1,485

 

 
(391
)
 

 
564

 

 
Net earnings attributable to shareholders
 
$
348,526

 
18
%
 
$
333,360

 
18
%
 
$
385,679

 
20
%
 

| 17.



2013 compared with 2012
Airfreight services:
Airfreight services revenues and related expenses in 2013 both increased 1% as compared with 2012. A 4% increase in tonnage was offset by lower sell and buy rates that reflected continued soft market conditions primarily caused by higher available capacity relative to demand and effective carrier utilization by the Company.
Airfreight services net revenues in 2013 increased 4% as compared with 2012. The increase in airfreight services net revenues was principally due to a 4% increase in airfreight tonnage while net revenue per kilo remained relatively constant.
North America, Asia Pacific and Europe airfreight services net revenues increased 3%, 4% and 3%, respectively, in 2013 as compared with 2012, while airfreight export tonnage increased 2%, 3% and 4% in North America, Asia Pacific and Europe, respectively.
The global airfreight market continues to be affected by the decrease in size and weight of high technology consumer products and the timing of new product launches. Customers remain focused on improving supply-chain efficiency by utilizing deferred airfreight or ocean freight whenever possible. The Company expects these trends to continue in conjunction with carriers' efforts to manage available capacity, however, this could be affected by new product launches during periods that have historically experienced higher demands. These factors result in a higher degree of volatility in buy and sell rates and volumes.
Ocean freight and ocean services:
Ocean freight and ocean services revenues and expenses both decreased 1% in 2013 as compared with 2012 primarily driven by lower sell rates to customers and buy rates from carriers, reflecting increased carrier capacity that outpaced overall market demand. The decreases in sell and buy rates were partially offset by a 6% increase in container volumes in 2013 as compared with 2012. Container volume is measured in terms of forty-foot container equivalent units (FEUs).
Ocean freight and ocean services net revenues increased 1% in 2013 as compared with 2012, primarily resulting from additional services and volumes with new and existing customers utilizing order management services. Ocean freight net revenues are comprised of three basic services: ocean freight consolidation, direct ocean forwarding and order management. The largest component of the Company’s ocean freight net revenue is derived from ocean freight consolidation which represented 46% and 47% of ocean freight net revenue in 2013 and 2012, respectively.
Ocean freight consolidation net revenue decreased 1% in 2013 as compared with 2012, primarily due to a 7% decrease in net revenue per container, offset by a 6% increase in container volume. In 2013, ocean carriers attempted on several occasions throughout the year to increase prices. Ultimately, these efforts were relatively unsuccessful and market ocean rates fell in the face of ongoing capacity issues. In order to maintain and grow market share, the Company reacted to these market trends by temporarily absorbing carrier cost increases, when the Company anticipated such cost increases would be temporary and could not be sustained by the carriers. The Company also implemented rate reductions with its customers where needed to reflect market conditions, mostly on exports from China.
Order management net revenues increased 6% in 2013, as compared with 2012, due to additional services and volumes with new and existing customers. Direct ocean freight forwarding remained flat in 2013, as compared with 2012.
North America and Europe ocean freight and ocean services net revenues increased 3% and 1%, respectively, while Asia Pacific ocean freight net revenues decreased by 2%, in 2013 as compared with 2012.The decrease in net revenues in Asia Pacific is due to the Company implementing sell rate reductions to customers, primarily in the second half of 2013, which on average outpaced buy rate reductions negotiated with carriers, and was partially offset by a 15% increase in container volume.
Customs brokerage and other services:
Customs brokerage and other services revenues and expenses increased 5% and 8%, respectively, in 2013 as compared with 2012, as a result of increased volumes from existing and new customers and higher costs in time-definite Transcon services.
Customs brokerage and other services net revenues increased 3% in 2013 as compared with 2012, primarily as a result of higher volumes from existing and new customers. The margin percentage declined primarily as a result of higher costs in time-definite Transcon services. Customers continue to seek out customs brokers with sophisticated computerized capabilities critical to an overall logistics management program, including rapid responses to changes in the regulatory and security environment.
North America and Asia Pacific customs brokerage and other services net revenues both increased 4%, in 2013 as compared with 2012, primarily as a result of higher volumes. These increases were partially offset by a 3% decline in Europe related to the economic challenges in Europe.



| 18.



Overhead expenses:
Salaries and related costs increased 4% in 2013, as compared with 2012, primarily due to increases in base salaries, higher field and executive management bonuses earned as a result of increases in operating income and accrual of a retirement bonus.
Historically, the relatively consistent relationship between salaries and net revenues is the result of a compensation philosophy that has been maintained since the inception of the Company: offer a modest base salary and the opportunity to share in a fixed and determinable percentage of the operating profit of the business unit controlled by each key employee. Using this compensation model, changes in individual incentive compensation will occur in proportion to changes in Company operating income, creating a direct alignment between corporate performance and shareholder interests. Bonuses to field and executive management in 2013 were both up 4% as compared with 2012, primarily as a result of a 4% increase in operating income. The Company’s management incentive compensation programs have always been incentive-based and performance driven and there is no built-in bias that favors or enriches management in a manner inconsistent with overall corporate performance. Salaries and related costs increased 1% as a percentage of net revenues in 2013 as compared with 2012 primarily due to increases in base salaries and a retirement bonus.
Because the Company’s management incentive compensation programs are also cumulative, no management bonuses can be paid unless the relevant business unit is, from inception, cumulatively profitable. Any operating losses must have been offset in their entirety by operating profits before current management is eligible for a bonus. Since the most significant portion of management compensation comes from the incentive bonus programs, the Company believes that this cumulative feature is a disincentive to excessive risk taking by its managers. Due to the nature of the Company’s services, it has a short operating cycle. 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 this short operating cycle, 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, net revenues and net earnings are a result of the incentives inherent in the Company’s compensation program.
On October 7, 2013 the Company and Peter J. Rose, the Company's Chairman and Chief Executive Officer entered into a Succession Agreement (Agreement). Mr. Rose will retire as Chief Executive Officer of the Company effective March 1, 2014 and expects to remain Chairman of the Board of Directors until the annual meeting of shareholders in May 2015. Pursuant to the Agreement, Mr. Rose will receive a retirement bonus equal to the amount he would have received under the 2008 Executive Incentive Compensation Plan (Plan) for 2014 and the first five months of 2015, assuming that Mr. Rose received the same percentage of the pool under the Plan that was used to calculate his incentive compensation for the quarter ended June 30, 2013. The Company currently estimates that the total retirement bonus will approximate $8 million and recorded that amount in its entirety in the fourth quarter of 2013. As allowed by the Plan, the Compensation Committee of the Company will not reallocate Mr. Rose’s current percentage of the available pool to other officers or key employees until actual payments made to Mr. Rose under the Agreement are complete and an amount equal to the total retirement bonus paid has been recouped.
Other overhead expenses decreased 4% in 2013, as compared with 2012. The 2012 results included a fine of €4.14 million ($5.5 million) related to the European Commission's finding against the Company for anti-competitive behavior, a $6 million adjustment for certain foreign indirect withholding taxes, and $3 million of expense associated with the write-off of capitalized real estate projects that the Company decided not to continue pursuing. The impact of these 2012 items was partially offset by an $8 million increase in depreciation and amortization expense in 2013 as a result of investments in technology and building and leasehold improvements and higher costs of claims. Other overhead expenses decreased 1% as a percentage of net revenues in 2013, as compared with 2012.
Income tax expense:
The Company pays income taxes in the United States and other jurisdictions. The Company’s consolidated effective income tax rate decreased to 38.9% in 2013, as compared with 39.5% in 2012. The decrease in the effective tax rate is due to lower non-deductible expenses as compared to the prior year period and less of a negative impact in the current year period associated with the Company's stock-based compensation arrangements when compared to the prior year period. The tax benefit related to stock-based compensation expense is recorded for non-qualified stock options at the time the related compensation expense is recognized while the tax benefit received for disqualifying dispositions of incentive stock options and employee stock purchase plan shares cannot be anticipated and is recorded at the time of the disqualifying event.
2012 compared with 2011
Airfreight services:
Airfreight services revenues and related expenses both decreased 10% in 2012 as compared with 2011, primarily due to a 6% decrease in tonnage and lower sell and buy rates that reflected soft market conditions.
Airfreight services net revenues in 2012 decreased 12% as compared with 2011. The decrease in global airfreight services net revenues was primarily due to a 6% decrease in airfreight tonnage and a 7% decrease in net revenue per kilo. North America, Asia Pacific and Europe airfreight services net revenues decreased 7%, 16% and 13%, respectively, in 2012 as compared with 2011, while airfreight export tonnage decreased 12%, 2% and 6% in North America, Asia Pacific and Europe, respectively. The decline in airfreight tonnage in 2012 can be attributed to an overall decrease in the global airfreight market as high technology consumer products continue to decrease in size and weight and customers improve supply-chain efficiency by utilizing deferred airfreight or ocean freight whenever possible, and a lower level of customer specific infrastructure and project related tonnage than experienced in 2011. Net revenue per kilo was lower in 2012 compared to 2011 as carriers reduced overall available capacity to manage market pricing and the Company was unable to implement corresponding price adjustments to its customers in a timely manner.
Ocean freight and ocean services:
Ocean freight and ocean services revenues and expenses increased 5% and 7%, respectively, in 2012 as compared with 2011, primarily driven by price increases implemented by carriers and the Company's corresponding increases in sell rates. The increases in sell and buy rates were partially offset by a decrease in container volumes of 2% in 2012 as compared with 2011.

| 19.



Ocean freight and ocean services net revenues decreased 1% in 2012 as compared with 2011. North America ocean freight net revenues increased 2% while Asia Pacific and Europe ocean freight net revenues decreased by 3% and 1%, respectively, in 2012 as compared with 2011.
In 2012 and 2011, the majority of the Company’s ocean freight net revenue was derived from ocean freight consolidation, which represented 47% and 50%, respectively, of ocean freight net revenue. Ocean freight consolidation net revenue decreased 7% in 2012 as compared with 2011, primarily due to a 4% decrease in net revenue per container and a 2% decrease in container volume as measured in terms of FEUs. The decrease in net revenue per container resulted from the timing of significant increases in buy rates implemented by carriers, requirements to provide notice of these increases to customers and the company's ability to implement commensurate increases in its sell rates. Direct ocean freight forwarding and order management net revenues, which are primarily fee-based, increased 8% and 2%, respectively, in 2012, as compared with 2011, due to an increase in market share and volume.
Customs brokerage and other services:
Customs brokerage and other services revenues and expenses both increased 2% in 2012 as compared with 2011 as a result of increases in time-definite Transcon volumes.
Customs brokerage and other services net revenues increased 2% in 2012 as compared with 2011, primarily as a result of an increase in time-definite Transcon volumes. Customers continue to seek out customs brokers with sophisticated computerized capabilities critical to an overall logistics management program, including rapid responses to changes in the regulatory and security environment.
Overhead expenses:
Salaries and related costs increased 0.2% in 2012, as compared with 2011, primarily due to a higher average number of employees, increases in base salaries, payroll taxes and medical costs, which were partially offset by a decline in bonuses earned due to lower operating income.
The results in 2012 were not consistent with the historical relationship between salaries and net revenues primarily due to a decrease in net revenues while the average number of employees increased to support customer driven initiatives, enhance information systems and expand certain products. Bonuses to field and executive management in 2012, consistent with declines in branch and Company performance, were down 9% and 14%, respectively, as compared with 2011.
Other overhead expenses increased 5% in 2012, as compared with 2011. This increase was primarily due to the European Commission's finding against the Company for anti-competitive behavior, which resulted in a fine of €4.14 million ($5.5 million), higher legal expenses, an adjustment for certain foreign indirect withholding taxes of approximately $6 million, claims related to increased liability limits and cost associated with maintaining and enhancing the Company's information systems. The Company also decided not to continue pursuit of certain real estate development projects recorded under construction in process and expensed the associated costs of $3 million as a component of rent and occupancy expense. These increases offset lower travel and entertainment expense achieved through continued cost reduction measures. Other overhead expenses as a percentage of net revenues increased 1% in 2012, as compared with 2011.
Income tax expense:
The Company pays income taxes in the United States and other jurisdictions. The Company’s consolidated effective income tax rate was 39.5% in both 2012 and 2011. On a percentage basis, relative to pre-tax earnings, available tax deductions associated with disqualifying dispositions of both incentive stock options and employee stock purchase plan shares were consistent between both 2012 and 2011.
Currency and Other Risk Factors
The nature of the Company’s worldwide operations necessitates the Company dealing with a multitude of currencies other than the U.S. dollar. This results in the Company being exposed to the inherent risks of volatile international currency markets and governmental interference. Some of the countries where the Company maintains offices and/or agency relationships have strict currency control regulations which influence the Company’s ability to hedge foreign currency exposure. The Company tries to compensate for these exposures by accelerating international currency settlements among its offices or agents. The Company may enter into foreign currency hedging transactions where there are regulatory or commercial limitations on the Company’s 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 2013, 2012 and 2011 was insignificant. The Company had no foreign currency derivatives outstanding at December 31, 2013 and 2012. Net foreign currency losses were approximately $1 million, $5 million and $2 million in 2013, 2012 and 2011, respectively.
International air and ocean freight forwarding and customs brokerage are intensively competitive and are expected to remain so for the foreseeable future. There are a large number of entities competing in the international logistics industry, many of which have significantly more resources than the Company; however, the Company’s primary competition is confined to a relatively small number of companies within this group. The industry continues to experience consolidations into larger firms striving for stronger and more complete multinational and multi-service networks. 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. The Company emphasizes quality customer service and believes that its prices are competitive with those of others in the industry. 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. The Company believes 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.

| 20.



Liquidity and Capital Resources
The Company’s principal source of liquidity is cash and cash equivalents, short-term investments and cash generated from operating activities. Net cash provided by operating activities for the year ended December 31, 2013 was $408 million, as compared with $370 million for 2012. This $38 million increase is primarily due to changes in working capital accounts and higher earnings partially offset by a decrease in deferred taxes primarily associated with the remittance of dividends from foreign subsidiaries. At December 31, 2013, working capital was $1,545 million, including cash and cash equivalents and short-term investments of $1,274 million. The Company had no long-term debt at December 31, 2013. Management believes that the Company’s current cash position and operating cash flows will be sufficient to meet its capital and liquidity requirements for at least the next 12 months and thereafter for the foreseeable future, including meeting any contingent liabilities related to standby letters of credit and other obligations.
As a customs broker, the Company makes significant cash advances for a select group of its credit-worthy customers. These cash advances are for customer obligations such as the payment of duties to customs authorities in various countries throughout the world. 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, the Company has agreed to extend payment terms beyond its customary terms. Management believes that the Company has effective credit control procedures, and historically has experienced relatively insignificant collection problems.
The Company’s business is subject to seasonal fluctuations. Cash flow fluctuates as a result of this seasonality. Historically, the first quarter shows an excess of customer collections over customer billings. This results in positive cash flow. The increased activity associated with peak season (typically commencing late second or early third quarter 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.
Cash used in investing activities for the year ended December 31, 2013 was $77 million, as compared with $47 million for 2012. The Company made a net investment in short-term investments of $26 million and had capital expenditures of $53 million in 2013 as compared with $48 million in capital expenditures in 2012. Capital expenditures in 2013 related primarily to continuing investments in technology, office furniture and equipment and leasehold improvements. The Company does have need, on occasion, to purchase buildings to house staff and to facilitate the staging of customers’ freight. Total anticipated capital expenditures in 2014 are currently estimated to be $75 million. This includes routine capital expenditures plus additional real estate development.
Cash used in financing activities for the year ended December 31, 2013 was $332 million as compared with $363 million in 2012. The Company uses the proceeds from stock option exercises, employee stock purchases and available cash to repurchase the Company’s common stock on the open market. Also, the Company used cash to repurchase additional common stock of 3.8 million shares and 5.7 million shares in 2013 and 2012, respectively. In 2013 the Company purchased the noncontrolling interest of a consolidated subsidiary. During 2013 and 2012, the Company paid dividends of $.60 per share and $.56 per share, respectively.
The Company has a Non-Discretionary Stock Repurchase Plan to repurchase shares from the proceeds of stock option exercises. As of December 31, 2013, the Company had repurchased and retired 25,908,150 shares of common stock at an average price of $24.46 per share over the period from 1994 through 2013. During 2013, 1,463,233 shares were repurchased at an average price of $41.21 per share.
The Company has a Discretionary Stock Repurchase Plan under which management is allowed to repurchase such shares to reduce the issued and outstanding stock to 200,000,000 shares of common stock. As of December 31, 2013, the Company had repurchased and retired 32,556,930 shares of common stock at an average price of $36.76 per share over the period from 2001 through 2013. During 2013, 4,685,911 shares were repurchased at an average price of $43.03 per share. On February 24, 2014, the plan was amended by the Board of Directors to authorize management to reduce issued and outstanding stock to 190,000,000 shares of common stock.
The Company follows established guidelines relating to credit quality, diversification and maturities of its investments to preserve principal and maintain liquidity. The Company’s investment portfolio has not been adversely impacted by the disruption in the credit markets. However, there can be no assurance that the Company’s investment portfolio will not be adversely affected in the future.
The Company cannot predict what impact ongoing uncertainties in the global economy may have on its operating results, freight volumes, pricing, changes in consumer demand, carrier stability and capacity, customers’ abilities to pay or on changes in competitors' behavior.
The Company maintains international unsecured bank lines of credit. At December 31, 2013, the Company was contingently liable for $82 million from standby letters of credit and guarantees. The standby letters of credit and guarantees relate to obligations of the Company’s 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 books 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.
 
 
 
 
Amount of commitment expiration per period
In thousands
 
Total
amounts
committed
 
Less than 1
year
 
1 - 3
years
 
3 - 5
years
 
After 
5 years 
Standby letters of credit and guarantees
 
$
82,162

 
76,743

 
2,920

 
2,352

 
147



| 21.



At December 31, 2013, the Company’s 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
 
$
103,575

 
41,226

 
39,762

 
13,722

 
8,865

Unconditional purchase obligations
 
71,793

 
71,793

 

 

 

Construction and equipment purchase obligations
 
5,971

 
4,441

 
1,245

 
285

 

Total contractual cash obligations
 
$
181,339

 
117,460

 
41,007

 
14,007

 
8,865

The Company enters 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. The Company only enters into agreements that management believes the Company can fulfill with relative ease. Historically, the Company has met these obligations in the normal course of business. Management believes, in line with historical experience, committed purchase obligations outstanding as of December 31, 2013 will be fulfilled during 2014 in the Company’s ordinary course of business. 
The Company's foreign subsidiaries regularly remit dividends to the U.S. parent company after evaluating their working capital requirements and needs to finance local capital expenditures. In some cases, the Company’s ability to repatriate funds from foreign operations may be subject to foreign exchange controls. At December 31, 2013, cash and cash equivalent balances of $559 million were held by the Company’s non-United States subsidiaries, of which $48 million was held in banks in the United States. Earnings of the Company's foreign subsidiaries are not considered to be indefinitely reinvested outside of the United Sates and, accordingly, a deferred tax liability has been accrued for all undistributed earnings, net of foreign related tax credits, that are available to be repatriated.
Impact of Inflation
To date, the Company’s business has not been adversely affected by inflation. Direct carrier rate increases could occur over the short- to medium-term period. Due to the high degree of competition in the market place, these rate increases can lead to an erosion in the Company’s margins. As the Company is not required to purchase or maintain extensive property and equipment and has not otherwise incurred substantial interest rate-sensitive indebtedness, the Company currently has limited direct exposure to increased costs resulting from increases in interest rates.
Off-Balance Sheet Arrangements
As of December 31, 2013, the Company did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks in the ordinary course of its business. These risks are primarily related to foreign exchange risk and changes in short-term interest rates. The potential impact of the Company’s exposure to these risks is presented below:
Foreign Exchange Risk
The Company conducts business in many different countries and currencies. The Company’s business often results in revenue billings issued in a country and currency which differs from that where the expenses related to the service are incurred. In the ordinary course of business, the Company creates numerous intercompany transactions and may have receivables, payables and currencies that are not denominated in the local functional currency. This brings foreign exchange risk to the Company’s earnings. The principal foreign exchange risks to which the Company is exposed are in Chinese Yuan, Euro, Mexican Peso and Canadian Dollar.
Foreign exchange rate sensitivity analysis can be quantified by estimating the impact on the Company’s earnings as a result of hypothetical changes in the value of the U.S. dollar, the Company’s functional currency, relative to the other currencies in which the Company transacts business. All other things being equal, an average 10% weakening of the U.S. dollar, throughout the year ended December 31, 2013, would have had the effect of raising operating income approximately $40 million. An average 10% strengthening of the U.S. dollar, for the same period, would have the effect of reducing operating income approximately $33 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.
The Company currently does not use derivative financial instruments to manage foreign currency risk and only enters into foreign currency hedging transactions in limited locations where regulatory or commercial limitations restrict the Company’s ability to move money freely. Any such hedging activity throughout the year ended December 31, 2013, was insignificant. Net foreign currency losses were approximately $1 million, $5 million and $2 million in 2013, 2012 and 2011, respectively. The Company had no foreign currency derivatives outstanding at December 31, 2013 and 2012. The Company instead follows a policy of accelerating international currency settlements to manage foreign exchange risk relative to intercompany billings. As of December 31, 2013, the Company had approximately $39 million of net unsettled intercompany transactions. The majority of intercompany billings are resolved within 30 days.

| 22.



Interest Rate Risk
At December 31, 2013, the Company had cash, cash equivalents and short-term investments of $1,274 million, of which $684 million was invested at various short-term market interest rates. The Company had no significant short-term borrowings at December 31, 2013. A hypothetical change in the interest rate of 10 basis points at December 31, 2013 would not have a significant impact on the Company’s earnings.
In management’s opinion, there has been no material change in the Company’s interest rate risk exposure between 2013 and 2012.
ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following documents are filed on the pages listed below, as part of Part II, Item 8 of this report. 
Document
 
Page
 
 
 
 
1

  
Financial Statements and Reports of Independent Registered Public Accounting Firm:
 
 
 
 
 
 
 
  
 
F-1 and F-2
 
 
 
 
 
  
Consolidated Financial Statements:
 
 
 
 
 
 
 
  
 
F-3
 
 
 
 
 
  
 
F-4
 
 
 
 
 
 
  
 
F-5
 
 
 
 
 
  
 
F-6 and F-7
 
 
 
 
 
  
 
F-8
 
 
 
 
 
  
 
F-9 through F-19
ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s 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 the Company’s 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 the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company's management has confidence in the Company’s internal controls and procedures. Nevertheless, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s 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 the Company’s control issues and instances of fraud, if any, have been detected.
The Company is developing a new accounting system which it plans to implement 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 will affect the processes that constitute the Company's internal control over financial reporting and will require testing for operating effectiveness.
Management Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

| 23.



A system of internal control can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management, including the Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company's internal control over financial reporting, as of December 31, 2013, based on the framework in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that, as of December 31, 2013, the Company's internal control over financial reporting was effective.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2013, which is included on page F-2.
ITEM 9B — OTHER INFORMATION
Not applicable.
PART III
ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is set forth below or incorporated by reference to information under the caption “Proposal 1–Election of Directors” and to the information under the captions “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance - Director Nomination Process” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 7, 2014. See also Part I - Item 1 - Executive Officers of the Registrant.
Audit Committee and Audit Committee Financial Expert
The Company's Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Mark A. Emmert, Liane J. Pelletier and Robert R. Wright. The Company's Board has determined that Robert Wright, Chairman of the Audit Committee, is an audit committee financial expert as defined by Item 407(d)(5) of Regulation S-K under the Exchange Act and that each member of the Audit Committee is independent under the NASDAQ independence standards applicable to audit committee members.
Code of Ethics and Governance Guidelines
The Company has adopted a Code of Business Conduct that applies to all Company employees including, of course, its principal executive officer and principal financial and accounting officer. The Code of Business Conduct is posted on the Company's website at http://www.investor.expeditors.com. The Company will post any amendments to the Code of Business Conduct at that location. In the unlikely event that the Board of Directors approves any sort of waiver to the Code of Business Conduct for the Company's executive officers or directors, information concerning such waiver will also be posted at that location. No waivers have been granted. In addition to posting information regarding amendments and waivers on the Company's website, the same information will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting of such amendments or waivers satisfies applicable NASDAQ listing rules.
The Company's investor relations website also includes under the heading “Stock Transactions - Stock Trading Plans” information regarding entries into a Rule 10b5-1 trading plan by directors or officers of the Company or by the Company itself. Any new entry into such a trading plan or amendments thereto will be posted at that location.
ITEM 11 — EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to information under the captions “Proposal 1–Election of Directors” and “Executive Compensation” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 7, 2014.
ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to information under the captions “Principal Holders of Voting Securities” and “Proposal 1–Election of Directors” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 7, 2014.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information as of December 31, 2013, regarding compensation plans under which equity securities of the Company are authorized for issuance.
 
 
(a)
 
(b)
 
(c)
Plan Category
 
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights (1)
 
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants and Rights (2)
 
Number of Securities
Available for Future
Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (3)
Equity Compensation Plans Approved by Security Holders
 
18,530,140

 
$
41.02

 
1,450,121

Equity Compensation Plans Not Approved by Security Holders
 

 

 

Total
 
18,530,140

 
$
41.02

 
1,450,121


| 24.



(1)
Does not include 35,868 restricted stock awards that were not fully vested as of December 31, 2013.
(2)
The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock awards which have no exercise price.
(3)
Includes 1,165,971 available for issuance under the employee stock purchase plans and 284,150 available for future grants of stock options.
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to information under the captions “Corporate Governance” and “Certain Relationships and Related Transactions” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 7, 2014.
ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference to information under the caption “Relationship with Independent Public Accountants” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 7, 2014.
PART IV
ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 
 
 
Page
(a)
1.
FINANCIAL STATEMENTS
 
 
 
 
 
F-1 and F-2
 
 
 
F-3
 
 
 
F-4
 
 
 
F-5
 
 
 
F-6 and F-7
 
 
 
F-8
 
 
 
F-9 through F-19
 
2.
FINANCIAL STATEMENT SCHEDULES
 
 
 
 
Schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the consolidated financial statements or notes thereto.
 
 
 
3.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
 
 
The following list is a subset of the list of exhibits described below and contains all compensatory plans, contracts or arrangements in which any director or executive officer of the Company is a participant, unless the method of allocation of benefits thereunder is the same for management and non-management participants:
(1)
Form of Employment Agreement executed by the Company’s Chairman and Chief Executive Officer. See Exhibit 10.23.
(2)
Form of Employment Agreement executed by the Company’s President and Chief Operating Officer and certain of the Company’s executive officers. See Exhibit 10.24.
(3)
Form of Employment Agreement executed by the Company’s Chief Financial Officer. See Exhibit 10.25.
(4)
Form of Employment Agreement executed by the Company's President-Asia Pacific and Director. See Exhibit 10.26.
(5)
Form of Employment Agreement executed by the Company’s President-Global Sales and Marketing. See Exhibit 10.27.
(6)
Form of Succession Agreement executed by the Company’s Chairman and Chief Executive Officer. See Exhibit 10.28.
(7)
The Company’s Amended 1993 Directors’ Non-Qualified Stock Option Plan. See Exhibit 10.39.
(8)
Form of Stock Option Agreement used in connection with options granted under the Company’s 1993 Directors’ Non-Qualified Stock Option Plan. See Exhibit 10.9.
(9)
The Company’s Amended 1997 Non-Qualified and Incentive Stock Option Plan. See Exhibit 10.40.
(10)
Form of Stock Option Agreement used in connection with Non-Qualified options granted under the Company’s 1997 Non-Qualified and Incentive Stock Option Plan. See Exhibit 10.30.
(11)
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 1997 Non-Qualified and Incentive Stock Option Plan. See Exhibit 10.31.
(12)
The Company’s 2008 Executive Incentive Compensation Plan. See Exhibit 10.35.
(13)
The Company’s 2008 Directors’ Restricted Stock Plan. See Exhibit 10.36.
(14)
The Company’s 2002 Employee Stock Purchase Plan. See Exhibit 10.42.
(15)
The Company’s 2005 Stock Option Plan. See Exhibit 10.45.
(16)
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 2005 Stock Option Plan. See Exhibit 10.46.
(17)
The Company’s 2006 Stock Option Plan. See Exhibit 10.47.
(18)
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 2006 Stock Option Plan. See Exhibit 10.48.
(19)
The Company’s 2007 Stock Option Plan. See Exhibit 10.49.

| 25.



(20)
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 2007 Stock Option Plan. See Exhibit 10.50.
(21)
The Company’s 2008 Stock Option Plan. See Exhibit 10.51.
(22)
Form of Stock Option Agreement used in connection with options granted under the Company’s 2008 Stock Option Plan. See Exhibit 10.52.
(23)
The Company’s 2009 Stock Option Plan. See Exhibit 10.53.
(24)
Form of Stock Option Agreement used in connection with options granted under the Company’s 2009 Stock Option Plan. See Exhibit 10.54.
(25)
The Company’s 2010 Stock Option Plan. See Exhibit 10.55.
(26)
Form of Stock Option Agreement used in connection with options granted under the Company’s 2010 Stock Option Plan. See Exhibit 10.56.
(27)
The Company’s 2011 Stock Option Plan. See Exhibit 10.57.
(28)
Form of Stock Option Agreement used in connection with options granted under the Company’s 2011 Stock Option Plan. See Exhibit 10.58.
(29)
The Company’s 2012 Stock Option Plan. See Exhibit 10.59.
(30)
Form of Stock Option Agreement used in connection with options granted under the Company’s 2012 Stock Option Plan. See Exhibit 10.60.
(31)
The Company’s 2013 Stock Option Plan. See Exhibit 10.61.
(32)
Form of Stock Option Agreement used in connection with options granted under the Company’s 2013 Stock Option Plan. See Exhibit 10.62.

(b)EXHIBITS
Exhibit Number
 
Exhibit
 
 
3.1

 
The Company’s Restated Articles of Incorporation and the Articles of Amendment thereto dated December 9, 1993. (Incorporated by reference to Exhibit 3.1 to Form 10-K, filed on or about March 31, 1995.)
 
 
3.1.1

 
Articles of Amendment to the Restated Articles of Incorporation dated November 12, 1996. (Incorporated by reference to Exhibit 3.1.1 to Form 10-K, filed on or about March 31, 1997.)
 
 
3.1.2

 
Articles of Amendment to the Restated Articles of Incorporation dated May 20, 1999. (Incorporated by reference to Exhibit 3.1.2 to Form 10-K, filed on or about March 28, 2003.)
 
 
3.1.3

 
Articles of Amendment to the Restated Articles of Incorporation dated June 12, 2002. (Incorporated by reference to Exhibit 3.1.3 to Form 10-K, filed on or about March 28, 2003.)
 
 
 
3.1.4

 
Articles of Amendment to the Restated Articles of Incorporation dated August 2, 2006. (Incorporated by reference to Exhibit 3.1.4 to Form 10-K, filed on or about February 27, 2013.)
 
 
3.2

 
The Company’s Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to Form 8-K, filed on or about December 23, 2013.)
 
 
10.9

 
Form of Stock Option Agreement used in connection with options granted under the Company’s 1993 Directors’ Non-Qualified Stock Option Plan. (Incorporated by reference to Exhibit 10.9 to Form 10-K, filed on or about March 28, 1994.)
 
 
10.18

 
Plan and Agreement of Reorganization, dated as of January 1, 1984, between the Company and the individual shareholders of Fons Pte. Ltd. (Incorporated by reference to Exhibit 2.5 to Registration Statement No. 2-91224, filed on May 21, 1984.)

 
 
 
10.19

 
Plan and Agreement of Reorganization, dated as of January 1, 1984, among the Company, EIO Investment Ltd., Wong Hoy Leung, Chiu Chi Shing, and James Li Kou Wang. (Incorporated by reference to Exhibit 2.6 to Registration Statement No. 2-91224, filed on May 21, 1984.)

 
 
 
10.23

 
Form of Employment Agreement executed by the Company’s Chairman and Chief Executive Officer dated December 31, 2008. (Incorporated by reference to Exhibit 10.23 to Form 10-K, filed on or about February 27, 2009.)
 
 
10.24

 
Form of Employment Agreement executed by the Company’s President and Chief Operating Officer and certain of the Company’s executive officers dated December 31, 2008. (Incorporated by reference to Exhibit 10.24 to Form 10-K, filed on or about February 27, 2009.)
 
 
10.25

 
Form of Employment Agreement executed by the Company’s Chief Financial Officer dated December 31, 2008. (Incorporated by reference to Exhibit 10.25 to Form 10-K, filed on or about February 27, 2009.)
 
 
10.26

 
Form of Employment Agreement executed by the Company's President Asia-Pacific and Director. (Incorporated by reference to Exhibit 10.18 to Registration Statement No. 2-91224, filed on May 21, 1984.)
 
 
 
10.27

 
Form of Employment Agreement executed by the Company's President-Global Sales and Marketing. (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed on or about October 11, 2013.)
 
 
 
10.28

 
Form of Succession Agreement executed by the Company's Chairman and Chief Executive Officer.
 
 
 
10.30

 
Form of Stock Option Agreement used in connection with Non-Qualified options granted under the Company’s 1997 Non-Qualified and Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.30 to Form 10-K, filed on or about March 31, 1998.)
 
 

| 26.



10.31

 
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 1997 Non Qualified and Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.31 to Form 10-K, filed on or about March 31, 1998.)
 
 
10.35

 
The Company’s 2008 Executive Incentive Compensation Plan. (Incorporated by reference to Appendix C of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2008.)
 
 
10.36

 
The Company’s 2008 Directors’ Restricted Stock Plan. (Incorporated by reference to Appendix B of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2008.)
 
 
10.39

 
The Company’s Amended 1993 Directors’ Non-Qualified Stock Option Plan. (Incorporated by reference to Appendix B of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 28, 2001.)
 
 
10.39.1

 
Amendment to Amended 1993 Directors’ Non-Qualified Stock Option Plan (Incorporated by reference to Exhibit 10.39.1 to Form 10-Q filed on or about August 9, 2007.)
 
 
10.40

 
The Company’s Amended 1997 Non-Qualified and Incentive Stock Option Plan. (Incorporated by reference to Appendix C of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 28, 2001.)
 
 
10.42

 
The Company’s 2002 Employee Stock Purchase Plan. (Incorporated by reference to Appendix B of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 30, 2007.)
 
 
10.45

 
The Company’s 2005 Stock Option Plan. (Incorporated by reference to Appendix A of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 31, 2005.)
 
 
10.46

 
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 2005 Stock Option Plan. (Incorporated by reference to Exhibit 10.46 to Form 10-K filed on or about March 1, 2007.)
 
 
10.47

 
The Company’s 2006 Stock Option Plan. (Incorporated by reference to Appendix A of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about April 4, 2006.)
 
 
10.48

 
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 2006 Stock Option Plan. (Incorporated by reference to Exhibit 10.48 to Form 10-K filed on or about March 1, 2007.)
 
 
10.49

 
The Company’s 2007 Stock Option Plan. (Incorporated by reference to Appendix A of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 30, 2007.)
 
 
10.50

 
Form of Stock Option Agreement used in connection with Incentive options granted under the Company’s 2007 Stock Option Plan. (Incorporated by reference to Exhibit 10.50 to Form 10-K filed on or about February 9, 2008.)
 
 
10.51

 
The Company’s 2008 Stock Option Plan. (Incorporated by reference to Appendix A of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2008.)
 
 
10.52

 
Form of Stock Option Agreement used in connection with options granted under the Company’s 2008 Stock Option Plan. (Incorporated by reference to Exhibit 10.52 to Form 10-K filed on or about February 27, 2009.)
 
 
10.53

 
The Company’s 2009 Stock Option Plan. (Incorporated by reference to Appendix A of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 20, 2009.)
 
 
10.54

 
Form of Stock Option Agreement used in connection with options granted under the Company’s 2009 Stock Option Plan. (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on or about May 11, 2009.)
 
 
 
10.55

 
The Company's 2010 Stock Option Plan. (Incorporated by reference to Appendix A of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 19, 2010.)
 
 
 
10.56

 
Form of Stock Option Agreement used in connection with options granted under the Company's 2010 Stock Option Plan. (Incorporated by reference to Appendix B of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 19, 2010.)
 
 
 
10.57

 
The Company's 2011 Stock Option Plan. (Incorporated by reference to Appendix A of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 18, 2011.)
 
 
 
10.58

 
Form of Stock Option Agreement used in connection with options granted under the Company's 2011 Stock Option Plan. (Incorporated by reference to Appendix B of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 18, 2011.)
 
 
 
10.59

 
The Company's 2012 Stock Option Plan. (Incorporated by reference to Appendix A of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 20, 2012.)
 
 
 
10.60

 
Form of Stock Option Agreement used in connection with options granted under the Company's 2012 Stock Option Plan. (Incorporated by reference to Appendix B of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 20, 2012.)
 
 
 
10.61

 
The Company's 2013 Stock Option Plan. (Incorporated by reference to Appendix A of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 29, 2013.)
 
 
 
10.62

 
Form of Stock Option Agreement used in connection with options granted under the Company's 2013 Stock Option Plan. (Incorporated by reference to Appendix B of the Company's Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 29, 2013.)
 
 
 
21.1

 
Subsidiaries of the registrant.
 
 
 

| 27.



23.1

 
Consent of Independent Registered Public Accounting Firm.
 
 
 
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

 
XBRL Instance Document.
 
 
 
101.SCH

 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.LAB

 
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
101.PRE

 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
101.DEF

 
XBRL Taxonomy Extension Definition Linkbase Document.



| 28.



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 27, 2014

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
 
 
 
By:
/s/ Bradley S. Powell
 
 
Bradley S. Powell
 
 
Senior Vice President and Chief Financial Officer

| 29.




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2014.
Signature
  
Title
  
 
 
 
/s/ Peter J. Rose
  
Chairman of the Board and Chief Executive Officer
 
(Peter J. Rose)
  
(Principal Executive Officer) and Director
 
 
 
 
/s/ R. Jordan Gates
  
President and Chief Operating Officer and Director
 
(R. Jordan Gates)
  
 
 
 
 
 
/s/ James Li Kou Wang
  
President-Asia Pacific and Director
 
(James Li Kou Wang)
  
 
 
 
 
 
/s/ Bradley S. Powell
  
Senior Vice President and Chief Financial Officer
 
(Bradley S. Powell)
  
(Principal Financial and Accounting Officer)
 
 
 
 
/s/ Mark A. Emmert
  
Director
 
(Mark A. Emmert)
  
 
 
 
 
 
/s/ Dan P. Kourkoumelis
  
Director
 
(Dan P. Kourkoumelis)
  
 
 
 
 
 
/s/ Michael J. Malone
  
Director
 
(Michael J. Malone)
  
 
 
 
 
 
/s/ John W. Meisenbach
  
Director
 
(John W. Meisenbach)
  
 
 
 
 
 
 
/s/ Liane J. Pelletier
  
Director
 
(Liane J. Pelletier)
  
 
 
 
 
 
/s/ Robert R. Wright
  
Director
 
(Robert R. Wright)
  
 
 
 
 
 
 
/s/ Tay Yoshitani
  
Director
 
(Tay Yoshitani)
  
 
 



| 30.



EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
COMPRISING ITEM 8
ANNUAL REPORT ON FORM 10-K
TO SECURITIES AND EXCHANGE COMMISSION FOR THE
YEARS ENDED DECEMBER 31, 2013, 2012, AND 2011





Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Expeditors International of Washington, Inc.:

We have audited the accompanying consolidated balance sheets of Expeditors International of Washington, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Expeditors International of Washington, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Expeditors International of Washington, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
 
 
 
/s/ KPMG LLP
 
 
Seattle, Washington
 
 
February 27, 2014
 
 
 



|F-1



Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Expeditors International of Washington, Inc.:

We have audited Expeditors International of Washington, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Expeditors International of Washington, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting under Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Expeditors International of Washington, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Expeditors International of Washington, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 27, 2014 expressed an unqualified opinion on those consolidated financial statements.
 
 
 
/s/ KPMG LLP
  
 
Seattle, Washington
  
 
February 27, 2014
  
 
 


|F-2



Consolidated Balance Sheets
In thousands except share data
December 31,
2013
 
2012
Current Assets:
 
 
 
Cash and cash equivalents
$
1,247,652

 
1,260,842

Short-term investments
26,337

 
139

Accounts receivable, less allowance for doubtful accounts of $8,695 in 2013 and $8,482 in 2012
1,073,500

 
1,031,376

Deferred Federal and state income taxes
18,396

 
12,102

Other
49,384

 
53,140

Total current assets
2,415,269

 
2,357,599

Property and equipment, net
563,064

 
556,204

Goodwill
7,927

 
7,927

Other assets, net
28,552

 
32,395

Total assets
$
3,014,812

 
2,954,125

 
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
648,156

 
641,593

Accrued expenses, primarily salaries and related costs
200,301

 
178,995

Federal, state and foreign income taxes
21,743

 
21,970

Total current liabilities
870,200

 
842,558

Deferred Federal and state income taxes
58,281

 
78,997

Commitments and contingencies


 


 
 
 
 
Shareholders’ Equity:
 
 
 
Preferred stock, par value $.01 per share, authorized 2,000,000 shares; none issued

 

Common stock, par value $.01 per share, authorized 640,000,000 shares;
 
 
 
issued and outstanding 202,553,220 shares at December 31, 2013
 
 
 
and 206,392,013 shares at December 31, 2012
2,025

 
2,064

Additional paid-in capital
1,647

 
1,283

Retained earnings
2,087,376

 
2,018,618

Accumulated other comprehensive (loss) income
(6,265
)
 
5,734

Total shareholders’ equity
2,084,783

 
2,027,699

Noncontrolling interest
1,548

 
4,871

Total equity
2,086,331

 
2,032,570

Total liabilities and equity
$
3,014,812

 
2,954,125

See accompanying notes to consolidated financial statements.
 



|F-3.



Consolidated Statements of Earnings
In thousands except share data
Years ended December 31,
 
2013
 
2012
 
2011
Revenues:
 
 
 
 
 
 
Airfreight services
 
$
2,633,830

 
2,600,916

 
2,893,474

Ocean freight and ocean services
 
1,958,231

 
1,974,891

 
1,878,595

Customs brokerage and other services
 
1,488,196

 
1,416,408

 
1,389,468

Total revenues
 
6,080,257

 
5,992,215

 
6,161,537

Operating Expenses:
 
 
 
 
 
 
Airfreight services
 
1,994,374

 
1,983,696

 
2,193,122

Ocean freight and ocean services
 
1,521,340

 
1,542,170

 
1,443,170

Customs brokerage and other services
 
681,690

 
630,979

 
617,729

Salaries and related costs
 
1,032,601

 
995,052

 
993,358

Rent and occupancy costs
 
98,437

 
98,580

 
94,778

Depreciation and amortization
 
48,071

 
39,940

 
36,776

Selling and promotion
 
33,243

 
34,184

 
38,974

Other
 
118,428

 
136,816

 
125,303

Total operating expenses
 
5,528,184

 
5,461,417

 
5,543,210

Operating income
 
552,073

 
530,798

 
618,327

Other Income (Expense):
 
 
 
 
 
 
Interest income
 
11,810

 
12,763

 
10,235

Other, net
 
8,713

 
6,832

 
9,466

Other income, net
 
20,523

 
19,595

 
19,701

Earnings before income taxes
 
572,596

 
550,393

 
638,028

Income tax expense
 
222,585

 
217,424

 
251,785

Net earnings
 
350,011

 
332,969

 
386,243

Less net earnings (losses) attributable to the noncontrolling interest
 
1,485

 
(391
)
 
564

Net earnings attributable to shareholders
 
$
348,526

 
333,360

 
385,679

Diluted earnings attributable to shareholders per share
 
$
1.68

 
1.57

 
1.79

Basic earnings attributable to shareholders per share
 
$
1.69

 
1.58

 
1.82

Weighted average diluted shares outstanding
 
206,895,473

 
211,935,171

 
215,033,580

Weighted average basic shares outstanding
 
205,994,656

 
210,422,945

 
212,117,511

See accompanying notes to consolidated financial statements.



|F-4.




Consolidated Statements of Comprehensive Income
In thousands
Years ended December 31,
 
2013
 
2012
 
2011
Net earnings
 
$
350,011

 
332,969

 
386,243

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
Foreign currency translation adjustments, net of tax of $6,574 in 2013, $4,419 in 2012 and $6,471 in 2011
 
(12,420
)
 
8,164

 
(12,131
)
Reclassification adjustments for foreign currency realized losses, net of tax of $348 in 2012 and $393 in 2011
 

 
647

 
616

Other comprehensive (loss) income
 
(12,420
)
 
8,811

 
(11,515
)
Comprehensive income
 
337,591

 
341,780

 
374,728

Less comprehensive income (loss) attributable to the noncontrolling interest
 
1,064

 
(278
)
 
138

Comprehensive income attributable to shareholders
 
$
336,527

 
342,058

 
374,590

See accompanying notes to consolidated financial statements.

|F-5.




Consolidated Statements of Equity
In thousands except share data
Years ended December 31, 2013, 2012 and 2011
 
Common Stock
 
Shares
 
Par Value
Balance at December 31, 2010
212,047,774

 
$
2,120

Exercise of stock options and release of restricted shares
1,632,077

 
16

Issuance of shares under stock purchase plan
663,386

 
7

Shares repurchased under provisions of stock repurchase plans
(2,339,575
)
 
(23
)
Stock compensation expense

 

Tax benefits from stock plans, net

 

Net earnings

 

Other comprehensive loss

 

Dividends paid ($.50 per share)

 

Distributions of dividends to noncontrolling interest

 

Balance at December 31, 2011
212,003,662

 
2,120

Exercise of stock options and release of restricted shares
1,653,994

 
16

Issuance of shares under stock purchase plan
773,661

 
8

Shares repurchased under provisions of stock repurchase plans
(8,039,304
)
 
(80
)
Stock compensation expense

 

Tax benefits from stock plans, net

 

Net earnings

 

Other comprehensive income

 

Dividends paid ($.56 per share)

 

Distributions of dividends to noncontrolling interest

 

Balance at December 31, 2012
206,392,013

 
2,064

Exercise of stock options and release of restricted shares
1,509,890

 
15

Issuance of shares under stock purchase plan
800,461

 
8

Shares repurchased under provisions of stock repurchase plans
(6,149,144
)
 
(62
)
Stock compensation expense

 

Tax benefits from stock plans, net

 

Net earnings

 

Other comprehensive loss

 

Dividends paid ($.60 per share)

 

Purchase of noncontrolling interest

 

Distributions of dividends to noncontrolling interest

 

Balance at December 31, 2013
202,553,220

 
$
2,025

 

|F-6.



 
Additional
paid-in
capital
 
Retained
earnings
 
Accumulated other
comprehensive
income (loss)
 
Total
shareholders’
equity
 
Noncontrolling
interest
 
Total 
equity 
Balance at December 31, 2010
13,412

 
1,717,249

 
8,125

 
1,740,906

 
7,248

 
1,748,154

Exercise of stock options and release of restricted shares
32,406

 

 

 
32,422

 

 
32,422

Issuance of shares under stock purchase plan
24,217

 

 

 
24,224

 

 
24,224

Shares repurchased under provisions of stock repurchase plans
(106,353
)
 
(5,695
)
 

 
(112,071
)
 

 
(112,071
)
Stock compensation expense
44,278

 

 

 
44,278

 

 
44,278

Tax benefits from stock plans, net
5,300

 

 

 
5,300

 

 
5,300

Net earnings

 
385,679

 

 
385,679

 
564

 
386,243

Other comprehensive loss

 

 
(11,089
)
 
(11,089
)
 
(426
)
 
(11,515
)
Dividends paid ($.50 per share)

 
(106,011
)
 

 
(106,011
)
 

 
(106,011
)
Distributions of dividends to noncontrolling interest

 

 

 

 
(955
)
 
(955
)
Balance at December 31, 2011
13,260

 
1,991,222

 
(2,964
)
 
2,003,638

 
6,431

 
2,010,069

Exercise of stock options and release of restricted shares
29,103

 

 

 
29,119

 

 
29,119

Issuance of shares under stock purchase plan
23,384

 

 

 
23,392

 

 
23,392

Shares repurchased under provisions of stock repurchase plans
(113,633
)
 
(188,701
)
 

 
(302,414
)
 

 
(302,414
)
Stock compensation expense
44,058

 

 

 
44,058

 

 
44,058

Tax benefits from stock plans, net
5,111

 

 

 
5,111

 

 
5,111

Net earnings

 
333,360

 

 
333,360

 
(391
)
 
332,969

Other comprehensive income

 

 
8,698

 
8,698

 
113

 
8,811

Dividends paid ($.56 per share)

 
(117,263
)
 

 
(117,263
)
 

 
(117,263
)
Distributions of dividends to noncontrolling interest

 

 

 

 
(1,282
)
 
(1,282
)
Balance at December 31, 2012
1,283

 
2,018,618

 
5,734

 
2,027,699

 
4,871

 
2,032,570

Exercise of stock options and release of restricted shares
35,760