10-K 1 j3135_10k.htm 10-K UNITED STATES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K

(Mark One)

 

 

ý

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

For the fiscal year ended December 31, 2001

 

OR

 

o

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, 12th Floor, 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:

 

None

 

 

 

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

 

Common Stock, par value $.01 per share

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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

 

At March 11, 2002, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $2,440,538,762.

 

At March 11, 2002, the number of shares outstanding of registrant’s Common Stock was 51,737,174.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the definitive proxy statement for the Registrant’s 2002 Annual Meeting of Shareholders to be held on May 8, 2002 are incorporated by reference into Part III of this Form 10-K.

 

 


 

Forward-Looking Statements

 

From time to time Expeditors International of Washington, Inc. (“the Company”) and its representatives may provide information, whether orally or in writing, which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (“Litigation Reform Act”).  This includes certain statements in this report on Form 10-K under Part I, Item 1 “Business” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  These forward-looking statements and other information relating to the Company are based on the beliefs of management and are necessarily the result of assumptions made using the information currently available to management.  Actual results will vary, and even vary materially, from those predicted in the forward-looking statements.

 

In accordance with the provisions of the Litigation Reform Act, 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 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” in this report.

 

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 U.S. office, and in many overseas offices, the Company acts as a customs broker.  The Company also provides additional services including distribution management, vendor consolidation, cargo insurance, purchase order management and customized logistics information.  The Company does not compete for domestic freight, overnight courier or small parcel business and does not own aircraft or steamships.

 

The Company, including its majority owned subsidiaries, operates full service offices (•) in the cities 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 (#).   In other cities, the Company contracts with independent agents to provide required services and has established over 120 such relationships world-wide.  Locations where Company employees perform sales and customer service functions are identified below as international service centers (*).  In each case, the opening date for the full service office or international service center is set forth in parenthesis.

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

UNITED STATES

 

Houston (4/92)

 

Dearborn-CPC (1/97)

 

Montreal (4/99)

Seattle (5/79)

 

Baltimore (4/92)

 

Buffalo-Peace Bridge (1/97)

 

 

Chicago (7/81)

 

Dallas (5/92)

 

El Paso (1/97)

 

MEXICO

San Francisco (7/81)

 

Columbus (6/92)

 

Laredo (2/97)

 

• Mexico City (6/95)

New York (11/81)

 

Charlotte (7/92)

 

Nogales (2/97)

 

Nuevo Laredo (4/97)

Los Angeles (5/82)

 

Newark (9/94)

 

San Diego (7/97)

 

Guadalajara (9/97)

Atlanta (8/83)

 

Philadelphia (3/95)

 

* Rochester (10/97)

 

Nogales (1/99)

Boston (11/85)

 

Charleston (6/95)

 

McAllen (4/98)

 

Ciudad Juarez (5/00)

Miami (3/86)

 

Memphis (8/95)

 

Pittsburgh (6/99)

 

 

Minneapolis (7/86)

 

Salt Lake City (11/95)

 

Savannah (3/00)

 

SOUTH AMERICA

Denver (2/88)

 

* Syracuse (4/96)

 

Washington, D.C. (9/00)

 

 

Detroit (7/88)

 

Norfolk (9/96)

 

Kansas City (8/00)

 

ARGENTINA

Portland (7/88)

 

Indianapolis (11/96)

 

Nashville (10/01)

 

Buenos Aires (1/98)

Cincinnati (8/89)

 

Port Huron-Blue Water
  Bridge  (12/96)

 

 

 

 

Cleveland (7/90)

 

 

 

PUERTO RICO

 

BRAZIL

Phoenix (7/91)

 

Detroit-Ambassador
  Bridge (12/96)

 

San Juan (5/95)

 

Sao Paulo (9/95)

Louisville (10/91)

 

 

 

 

 

Rio de Janeiro (9/95)

St. Louis (4/92)

 

Lewiston-Queenston (12/96)

 

CANADA

 

Campinas (9/95)

 

 

 

 

Toronto (5/84)

 

Santos (10/97)

 

 

 

 

Vancouver (9/95)

 

Manaus (7/00)

 

 

 

 

 

 

Belo Horizonte (12/00)

 

 

 

 

 

 

Curitiba (3/01)

 

2



 

SOUTH AMERICA

 

MARIANA ISLANDS

 

ITALY

 

INDIA

(continued)

 

Saipan (7/00)

 

Milan (4/93)

 

New Delhi (7/96)

CHILE

 

 

 

Verona (4/93)

 

Mumbai (Bombay) (1/97)

Santiago (2/95)

 

PHILIPPINES

 

Florence (3/98)

 

Bangalore (6/97)

 

 

Manila (8/98)

 

 

 

Chennai (Madras) (6/97)

COLOMBIA

 

 

 

THE NETHERLANDS

 

 

Bogota (12/98)

 

SINGAPORE

 

Amsterdam (6/94)

 

KUWAIT

Cali (12/98)

 

Singapore (9/81)

 

Rotterdam (3/95)

 

# Kuwait City (7/97)

 

 

 

 

 

 

 

VENEZUELA

 

TAIWAN

 

PORTUGAL

 

LEBANON

Caracas (1/01)

 

# Taipei (9/81)

 

Lisbon (10/91)

 

Beirut (8/99)

 

 

# Kaohsiung (9/81)

 

Oporto (10/91)

 

 

FAR EAST

 

# Taichung (9/81)

 

 

 

PAKISTAN

 

 

# Hsin-Chu (9/89)

 

SPAIN

 

Karachi (9/96)

BANGLADESH

 

 

 

Barcelona (1/94)

 

Lahore (9/96)

  Dhaka (6/89)

 

THAILAND

 

Madrid (1/94)

 

 

  Chittagong (8/93)

 

Bangkok (9/94)

 

Alicante (4/96)

 

SAUDI ARABIA

 

 

 

 

 

 

# Riyadh (7/92)

CAMBODIA

 

VIETNAM

 

SWEDEN

 

# Jeddah (7/92)

  Phnom Penh (4/00)

 

Ho Chi Minh City (5/00)

 

Stockholm (1/94)

 

 

 

 

 

 

Goteborg (1/94)

 

SRI LANKA

CHINA

 

EUROPE

 

 

 

# Colombo (3/95)

Beijing (7/94)

 

 

 

SWITZERLAND

 

 

Guangzhou (4/94)

 

AUSTRIA

 

Chiasso (2/01)

 

TURKEY

Dalian (7/94)

 

Vienna (11/95)

 

 

 

Ankara (1/99)

Shanghai (7/94)

 

 

 

UNITED KINGDOM

 

Istanbul (1/99)

Shenzhen (7/94)

 

BELGIUM

 

London (4/86)

 

Izmir (1/99)

Qingdao (7/94)

 

Brussels (7/90)

 

Manchester (11/88)

 

Mersin (1/99)

Tianjin (7/94)

 

Antwerp (4/91)

 

Birmingham (3/90)

 

 

Xi’an (7/94)

 

 

 

Glasgow (4/92)

 

U.A.E.

Xiamen (7/94)

 

THE CZECH REPUBLIC

 

Bedford (6/94)

 

* Abu Dhabi (1/94)

Nanjing (8/95)

 

Prague (6/98)

 

Swindon (3/97)

 

Dubai (10/98)

 

 

 

 

East Midlands (1/99)

 

 

HONG KONG

 

FINLAND

 

Belfast (09/01)

 

CYPRUS

Kowloon (9/81)

 

Helsinki (4/94)

 

Bristol (11/01)

 

* Nicosia (6/96)

 

 

 

 

 

 

* Larnaca (1/98)

INDONESIA

 

FRANCE

 

AUSTRALASIA

 

 

# Jakarta (12/90)

 

Paris (1/97)

 

 

 

AFRICA

# Surabaya (2/92)

 

Epinal (1/97)

 

AUSTRALIA

 

 

 

 

Lyon (1/97)

 

• Sydney (8/88)

 

SOUTH AFRICA

JAPAN

 

Lille (3/97)

 

Melbourne (8/88)

 

Johannesburg (3/94)

Tokyo (1/01)

 

Bordeaux (7/00)

 

Brisbane (10/93)

 

Durban (3/94)

Osaka (1/01)

 

 

 

Perth (12/94)

 

Capetown (1/97)

 

 

GERMANY

 

Adelaide (10/97)

 

 

KOREA

 

Frankfurt (4/92)

 

 

 

MADAGASCAR

Pusan (10/94)

 

Munich (4/92)

 

FIJI

 

Antananarivo (11/01)

Seoul (10/94)

 

Dusseldorf (4/92)

 

* Nadi (7/96)

 

 

Bupyung (6/96)

 

Stuttgart (4/92)

 

* Suva (5/97)

 

MAURITIUS

Chonan (6/96)

 

Hamburg (1/93)

 

 

 

Port Louis (7/99)

Kwangju (6/96)

 

Nuremberg (1/01)

 

NEW ZEALAND

 

 

Kumi (6/96)

 

 

 

Auckland (8/88)

 

 

Masan (6/96)

 

HUNGARY

 

 

 

 

Taegu (6/96)

 

Budapest (4/00)

 

NEAR/MIDDLE EAST

 

 

 

 

 

 

 

 

 

MALAYSIA

 

IRELAND

 

EGYPT

 

 

Penang (11/87)

 

Dublin (3/97)

 

Cairo (2/95)

 

 

Kuala Lumpur (6/90)

 

Cork (3/97)

 

Alexandria (2/95)

 

 

 

 

Shannon (3/97)

 

 

 

 

 

 

 

 

GREECE

 

 

 

 

 

 

Athens (2/99)

 

 

 

3



 

The Company was incorporated in the State of Washington in May 1979.  Its executive offices are located at 1015 Third Avenue, 12th Floor, Seattle, Washington, and its telephone number is (206) 674-3400.

 

For information concerning the amount of revenues, net revenues, operating income, identifiable assets, capital expenditures and depreciation and amortization attributable to the geographic areas in which the Company conducts its business, see Note 8 to the Consolidated Financial Statements.

 

Beginning in 1981, the Company’s primary business focus was on airfreight shipments from the Far East to the United States and related customs brokerage and import 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.

 

Airfreight Services

 

Airfreight services accounted for approximately 42, 41, and 41 percent of the Company’s 2001, 2000, and 1999 consolidated revenues net of freight consolidation expenses (“net revenues”), 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.  When moving shipments between points where the 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 an agent or consolidator, 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 forwarding operations, the Company procures 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 3,500 to 4,500 pounds and 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.

 

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 to forwarders and others 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 net airfreight forwarding revenues from a consolidated shipment includes 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 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.

 

4



 

The Company does not own aircraft and does not plan to do so.  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 policies and practices such as pricing, payment terms, scheduling, and frequency of service may affect its business.

 

The Company also performs breakbulk services which involve receiving and breaking down consolidated airfreight lots and arranging for distribution of the individual shipments.  Breakbulk service revenues also include commissions from non-exclusive agents for airfreight shipments.

 

Customs Brokerage and Import Services

 

Customs brokerage and import services accounted for approximately 35, 38, and 39 percent of the Company’s 2001, 2000, and 1999 consolidated net revenues, 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 on behalf of the importer, arranging for any required inspections by governmental agencies, and arranging for delivery.  The Company also provides other services at destination including temporary warehousing, inland transportation, inventory manipulation and management, cargo insurance and product distribution.

 

The Company provides customs clearance services in connection with many of the shipments it handles as a freight forwarder.  However, substantial customs brokerage revenues are derived from customers that elect to use a competing forwarder.   Conversely, shipments handled by the Company as a forwarder may be processed by another customs broker selected by the customer.

 

The Company also provides custom clearances for goods moving by rail and truck between the United States, Canada and/or Mexico.  The commodities being cleared and the time sensitive nature of the border brokerage business required the Company to make significant modifications to its systems and traditional office structure in order to provide competitive service.

 

During 1996 the Company established a subsidiary, Expeditors Tradewin, L.L.C., to respond to customer driven requests for high-end customs consulting services.  The demand for these services was stimulated by the changes made by the U.S. Customs Service in response to the 1993 Customs Modernization Act.  Fees for these non-transactional services are based upon hourly billing rates and bids for mutually agreed procedures.

 

There is currently a noticeable trend, prompted by customer demand, to quote rates on a door-to-door basis.  Management foresees the potential, in the medium- to long-term, for fees normally associated with customs clearance to be de-emphasized and included as a component of other services offered by the Company.

 

Ocean Freight and Ocean Services

 

Ocean freight services accounted for approximately 23, 21, and 20 percent of the Company’s 2001, 2000, and 1999 consolidated net revenues, respectively.  The Company’s revenues as an ocean freight forwarder are derived from commissions paid by the carrier and revenues from fees charged to customers for ancillary services which the Company may provide, such as preparing documentation, procuring insurance, arranging for packing and crating services, and providing consultation.  The Company operates Expeditors International Ocean (“EIO”), a Non-Vessel Operating Common Carrier (“NVOCC”) specializing in ocean freight consolidation from the Far East to the United States.   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 solicits less than container load (“LCL”) freight to fill the containers and charges lower rates than those available directly from shipping lines.  EIO also handles full container loads for customers that do not have annual shipping volumes sufficient to negotiate comparable contracts directly with the ocean carriers.  The Company does not own vessels and generally does not physically handle the cargo.

 

Expeditors Cargo Management Systems (“ECMS”) supplies a sophisticated ocean consolidation service.  The Company owns and maintains software that allows it to sell ECMS to large volume customers that have signed their own service contracts with the ocean carriers.  As an ocean consolidator, ECMS may obtain LCL freight from several vendors and consolidate this cargo into full containers.  The Company’s revenues as an ocean consolidator are derived from handling LCL cargo at origin and from the fees paid by customers for access to data captured during the consolidation process.

 

5



 

Marketing and Customers

 

The Company provides flexible service and seeks to understand the needs of the customers from points of origin to ultimate destinations.  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 marketing efforts are focused primarily on the traffic, shipping and purchasing departments of existing and potential customers.  The district manager of each office is responsible for marketing, sales coordination, and implementation in the area in which he or she is located.  All employees are responsible for customer service and relations.

 

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 the Company’s services directly to local shippers and traffic managers who may select or influence the selection of the logistics vendor 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 computer components, other electronic equipment, housewares, sporting goods, machine parts, and toys, comprise a significant percentage of the Company’s business.  Typical import customers include computer retailers and distributors of consumer electronics, department store chains, clothing and shoe wholesalers, manufacturers and catalogue stores.  Historically, no single customer has accounted for five percent or more of the Company’s 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.  Depending on the location of the shipper and the importer, the Company must compete against both the niche players and larger entities.  While there is currently a marked trend within the industry toward consolidation into larger firms striving for immediate multinational and multi-service networks, the regional and local competitors maintain a strong market presence.

 

Historically, the primary competitive factors in the global logistics services industry have been price and quality of service, including reliability, responsiveness, expertise, convenience, and scope of operations.  The Company emphasizes quality service and believes that its prices are competitive with the prices of others in the industry.  Recently, larger customers have exhibited a trend toward more sophisticated and efficient procedures for the management of the logistics supply chain by embracing strategies such as just-in-time inventory management.  This trend has made computerized customer service capabilities a significant factor in attracting and retaining customers.  These computerized customer service capabilities include customized Electronic Data Interchange, (“EDI”), and on-line freight tracing and tracking applications.  The customized EDI applications allow the transfer of key information between the customers’ systems and the Company’s systems.  Freight tracing and tracking applications allow customers to know 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.  Accordingly, the Company has devoted a significant amount of resources towards the maintenance and enhancement of systems that will 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.

 

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

 

 

6



 

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 branch 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 and account for historical growth that competitors have matched only through acquisition.

 

Currency and Other Risk Factors

 

The nature of the Company’s worldwide operations necessitate the Company dealing with a multitude of currencies other than the U.S. Dollar.  This results in the Company being exposed to the inherent risks of the international currency markets and governmental interference.  Many of the countries where the Company maintains offices and/or agency relationships have strict  currency  control  regulations  which  influence  the  Company’s  ability  to  hedge  foreign  currency  exposure.  The Company tries to compensate for these exposures by accelerating international currency settlements among these offices or agents.

 

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, steamship lines and governmental agencies.  The Company considers its current working relationships with these entities to be good.  However, changes in space allotments available from carriers, governmental deregulation efforts, “modernization” of the regulations governing customs clearance, and/or changes in governmental quota restrictions could affect the Company’s business in unpredictable ways.

 

Seasonality

 

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

 

A significant portion of the Company’s revenues are derived from customers in industries whose shipping patterns are tied closely to consumer demand and from customers in industries whose shipping patterns are dependent upon just-in-time production schedules.  Therefore, the timing of the Company’s revenues are, to a large degree, impacted by factors out of the Company’s control, such as shifting consumer demand for retail goods and 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.

 

Environmental

 

In the United States, the Company is subject to Federal, state and local provisions regulating the discharge of materials into the environment or otherwise for the protection of the environment.  Similar laws apply in many foreign jurisdictions in which the Company operates.  Although current operations have not been significantly affected by compliance with these environmental laws, governments 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 the remainder of the current or succeeding fiscal years.

 

7



 

Employees

 

At February 28, 2002, the Company employed approximately 7,590 people, 2,776 in the United States and 458 in the balance of North America, 255 in South America, 1,296 in Europe, 1,949 in the Far East & Australasia, 702 in the Near/Middle East and 154 in Africa.  Approximately 944 of the Company’s employees are engaged principally in sales and marketing and customer service, 4,748 in operations and 1,898 in finance and administration.  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 incentive compensation programs and stock option plans.

 

8



 

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

 

59

 

Chairman and Chief Executive Officer and director

James L.K. Wang

 

53

 

President-Asia and director

Glenn M. Alger

 

45

 

President and Chief Operating Officer

Sandy K.Y. Liu

 

54

 

Chief Operating Officer-Asia

R. Jordan Gates

 

46

 

Executive Vice President-Chief Financial Officer and Treasurer and director

Timothy C. Barber

 

42

 

Executive Vice President-Global Sales

Rommel C. Saber

 

44

 

Executive Vice President-Europe, Africa and Near/Middle East

Robert L. Villanueva

 

49

 

Executive Vice President-The Americas

Eugene K. Alger

 

41

 

Senior Vice President-North America

L. Manfred Amberger

 

53

 

Senior Vice President-Continental Europe

Jean Claude Carcaillet

 

56

 

Senior Vice President-Australasia

William J. Coogan

 

47

 

Senior Vice President-Ocean Cargo

Philip M. Coughlin

 

41

 

Senior Vice President-North America

Rosanne Esposito

 

50

 

Senior Vice President-Global Customs

Roger A. Idiart

 

48

 

Senior Vice President-Air Cargo

Jeffrey J. King

 

47

 

Senior Vice President-General Counsel and Secretary

David M. Lincoln

 

43

 

Senior Vice President and Chief Information Officer

Charles J. Lynch

 

41

 

Vice President-Corporate Controller

 

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.

 

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.  Mr. Wang’s employment agreement with the Company has been assigned to the Company’s current exclusive Taiwan agent, E.I. Freight (Taiwan), Ltd.   In October 1988, Mr. Wang became a director of the Company and its Director-Far East, and Executive Vice President in January 1996.  In May 2000, Mr. Wang was elected President-Asia.

 

Glenn M. Alger joined the Company in July 1981 as a District Manager.  Mr. Alger was elected Vice President and Regional Manager in October 1988, Senior Vice President-U.S. Operations in January 1992, Senior Vice President and Director-North America in January 1993, and Executive Vice President and Director-North America in March 1997.  In September 1999, Mr. Alger was elected President and Chief Operating Officer.

 

Sandy K.Y. Liu became Chief Operating Officer-Asia of the Company in January 2001.  From 1969 through 2000, Mr. Liu was employed in various positions by China Airlines.  In November 1998, Mr. Liu was appointed President of China Airlines.

 

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 and Senior Vice President-Chief Financial Officer and Treasurer in January 1998.  In May 2000, Mr. Gates was elected Executive Vice President-Chief Financial Officer and Treasurer.  Mr. Gates was also elected as a director in May 2000.

 

Timothy C. Barber joined the Company in May 1986.  Mr. Barber was promoted to District Manager of the Seattle office in January 1987 and Regional Vice President in January 1993.  Mr. Barber was elected Vice President-Sales and Marketing in September 1993 and Senior Vice President-Sales and Marketing in January 1998.  In September 1999, Mr. Barber was elected Executive Vice President-Global Sales.

 

Rommel C. Saber joined the Company as Director-Near/Middle East in February 1990 and was elected Senior Vice President-Sales and Marketing in January 1993.  Mr. Saber was elected Senior Vice President-Air Export in September 1993.  In July 1997 he was elected Senior Vice President Near/Middle East and Indian Subcontinent.  In August 2000, Mr. Saber was elected Executive Vice President-Europe, Africa and Near/Middle East.

 

9



 

Robert L. Villanueva joined the Company as Regional Vice President Northwest U.S. Region in April 1994.  In September 1999, he was elected Executive Vice President-The Americas.

 

Eugene K. Alger joined the Company in October 1982.  Mr. Alger was promoted to District Manager and Regional Vice President of the Los Angeles office in May 1983.  He was elected Regional Vice President-Southwestern U.S. and Mexico Region in January 1992, and Senior Vice President of North America in September 1999.

 

L. Manfred Amberger joined the Company as Managing Director of Germany in April 1992.  Mr. Amberger was promoted to Regional Director-Europe in May 1996 and Vice President in January 1998.  Mr. Amberger was elected Senior Vice President-Continental Europe in May 2000.

 

Jean Claude Carcaillet joined the Company as Managing Director-Australasia in August 1988.  He was elected Senior Vice President-Australasia in September 1997.

 

William J. Coogan has worked for the Company since May 1985.  Mr. Coogan was promoted to District Manager of the Company’s New York office in July 1988 and Senior Vice President of EIO in April 1989.  Mr. Coogan was elected Senior Vice President-Ocean in February 1993 and Senior Vice President-Ocean Cargo in May 1996.

 

Philip M. Coughlin joined the Company in October 1985.  Mr. Coughlin was promoted to District Manager in August 1986.  He was elected Regional Manager for New England and Canada in January 1991, Regional Vice President-Northeastern U.S. and Northern Border in January 1992, and Senior Vice President of North America in September 1999.

 

Rosanne Esposito joined the Company as its Director-U.S. Import Services in January 1996.  Ms. Esposito was promoted to Vice President in May 1997 and Senior Vice President-Global Customs in May 2001.

 

Roger A. Idiart joined the Company as its Manager of Gateway Operations in December 1995.  Mr. Idiart was elected Vice President-Global Air Cargo in January 1998, and Senior Vice President-Air Cargo in May 2001.

 

Jeffrey J. King joined the Company in October 1990 as Director-Taxation and Legal Services and was elected Vice President-General Counsel in May 1992.  In August 1994, Mr. King was elected Vice President-General Counsel and Secretary and Senior Vice President-General Counsel and Secretary in January 1998.

 

David M. Lincoln joined the Company as its Controller-U.S. Operations in March 1984.  Mr. Lincoln served as Corporate Controller of the Company from May 1986 to January 1991, and was elected Vice President-Systems Management in December 1989.  Mr. Lincoln was elected Vice President-Information Systems in May 1996 and Senior Vice President and Chief Information Officer in October 1997.

 

Charles J. Lynch joined the Company in September 1984.  Mr. Lynch was promoted to Assistant Controller in July 1985 and Controller-Domestic Operations in January 1989.  Mr. Lynch was elected Corporate Controller in January 1991 and Vice President-Corporate Controller in January 1998.

 

Regulation

 

With respect to the Company’s activities in the air transportation industry in the United States, it is subject to regulation by the Department of Transportation (“DOT”) as an indirect air carrier.  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 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 a customs broker by the Customs Service of the Department of the Treasury in each U.S. customs district in which it does business.  All U.S. customs brokers are required to maintain prescribed records and are subject to periodic audits by the Customs Service.  In other jurisdictions in which the Company performs clearance services, the Company is licensed by the appropriate governmental authority.

 

The Company is registered as an Ocean Transportation Intermediary by the Federal Maritime Commission (“FMC”).  The FMC has established certain qualifications for shipping agents, including certain surety bonding requirements.  The

 

10



 

FMC also is responsible for the economic regulation of 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 U.S.  The FMC has the power to enforce these regulations by assessing penalties.

 

The Company does not believe that current U.S. 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 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 U.S.-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.  In cases where the Company has unilateral control over the assets and operations of the local entity, notwithstanding the lack of technical majority ownership of common stock, the Company consolidates the accounts of the local entity.  In such cases, consolidation is necessary to fairly present the financial position and results of operations of the Company because of the existence of the parent-subsidiary relationship by means other than record ownership of voting common stock.

 

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 ($9.07 per pound unless the customer declares a higher value and pays a surcharge), except if the loss or damage is caused by willful misconduct or in the absence of an appropriate airway bill.  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  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 cargo liability.

 

When providing warehouse 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 fifty cents per pound with a maximum of fifty dollars per “lot” — which is defined as the smallest unit that the warehouse is required to track.  Upon payment of a surcharge for warehouse and distribution services, the Company will assume additional liability.

 

The Company maintains marine cargo 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.

 

 

ITEM 2 — PROPERTIES

 

The Company owns a 214,000 square foot office building in downtown Seattle, a 150,000 square foot warehouse/industrial office facility in Nassau County, New York, a 27,200 square foot office facility near Seattle-Tacoma International Airport, an 80,000 square foot office and warehouse facility on a ten-acre parcel near O’Hare International Airport in Chicago, a 5,500 square foot office facility in the Tsim Sha Tsui East district of Kowloon, Hong Kong, and a 10,900 square foot office facility in Taipei, Taiwan.  The Company also owns a 23,400 square foot office and warehouse facility on a long-term renewable land lease at the Brussels Cargo facility in Brussels, Belgium, and recently completed an 85,000 square foot office and warehouse facility in Dublin, Ireland.

 

The Company leases and maintains 60 additional offices and satellite locations in the United States and 124 offices throughout the world, each located close to an airport, ocean port, or on an important border crossing.  The majority of

 

11



 

these facilities contain warehouse facilities.  Lease terms are either on a month-to-month basis or terminate at various times through 2009.  As an office matures, the Company will investigate the possibility of building or buying suitable facilities.  Lease payments currently aggregate to approximately $2,354,000 per month.  See Note 6 to the Company’s Consolidated Financial Statements.  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 ordinarily involved in claims and lawsuits which arise in the normal course of business, none of which currently, in management’s opinion, will have a significant effect on the Company’s financial position.

 

 

ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Inapplicable.

 

12



 

PART II

 

ITEM 5 — MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth the high and low sale prices in the over-the-counter market for the Company’s Common Stock as reported by The NASDAQ National Market System under the symbol EXPD.

 

 

 

Common Stock

 

 

 

Common Stock

 

Quarter

 

High

 

Low

 

Quarter

 

High

 

Low

 

2001

 

 

 

 

 

2000

 

 

 

 

 

First

 

60.75

 

43.50

 

First

 

45.50

 

32.63

 

Second

 

65.92

 

44.60

 

Second

 

48.00

 

34.75

 

Third

 

62.26

 

41.95

 

Third

 

51.31

 

42.25

 

Fourth

 

59.00

 

43.47

 

Fourth

 

60.13

 

39.63

 

 

 

There were 2,683 shareholders of record as of December 31, 2001.  Management estimates that there were approximately 16,000 beneficial shareholders at that date.

 

The Board of Directors declared semi-annual dividends during the two most recent fiscal years as follows:

 

June 15, 2001

 

$.10

 

December 17, 2001

 

$.10

 

 

 

 

 

June 15, 2000

 

$.07

 

December 15, 2000

 

$.07

 

 

ITEM 6 — SELECTED FINANCIAL DATA

 

Financial Highlights

In thousands except per share data

 

 

2001

 

2000

 

1999

 

1998

 

1997

 

 

 

 

 

Revenues

 

$

1,652,633

 

1,695,181

 

1,444,575

 

1,063,707

 

954,002

 

Net earnings

 

97,243

 

83,035

 

59,175

 

47,274

 

38,411

 

Basic earnings per share

 

1.87

 

1.62

 

1.18

 

.96

 

.79

 

Diluted earnings per share

 

1.77

 

1.52

 

1.10

 

.89

 

.73

 

Cash dividends paid per share

 

.20

 

.14

 

.10

 

.07

 

.05

 

Working capital

 

237,443

 

222,829

 

149,633

 

94,601

 

87,252

 

Total assets

 

688,437

 

661,740

 

535,461

 

419,493

 

337,288

 

Shareholders’ equity

 

414,623

 

361,784

 

282,385

 

217,198

 

171,854

 

Basic weighted average shares outstanding

 

52,080

 

51,153

 

50,137

 

49,234

 

48,858

 

Diluted weighted average shares outstanding

 

54,871

 

54,679

 

53,828

 

53,058

 

52,647

 

 

All share and per share information have been adjusted to reflect a 2-for-1 stock split effected in May, 1999.

 

13



 

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER SECURITIES

  LITIGATION REFORM ACT OF 1995; CERTAIN CAUTIONARY STATEMENTS

 

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. The words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Securities Litigation Reform Act.  Such statements are qualified in their entirety by reference to and are accompanied by the following discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

 

The risks included here 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 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.

 

14



 

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.  For example, international trade is influenced by:

 

currency exchange rate and interest rate fluctuations;

 

changes in governmental policies;

 

changes in international and domestic customs regulations;

 

wars, acts of terrorism, and other conflicts;

 

natural disasters;

 

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

 

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

 

 

Third Party Vendors

The Company is a non-asset based supplier of global logistics services.  As a result, the Company depends on a variety of asset based third party vendors.  The quality and profitability of the Company’s services depend upon effective selection, management and discipline of third party vendors.

 

 

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 variable 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.

 

 

Foreign Operations

The majority of the Company’s revenues and operating income come 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.

 

 

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.  Continued loyalty to the Company will not be assured by contract.

 

 

Technology

Increasingly, the Company 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 and integration of communication and information systems technologies.

 

 

Growth

To date, the Company has relied primarily upon organic growth and has tended to avoid growth through acquisition.  Future results will depend upon the Company’s ability to continue to grow internally or to demonstrate the ability to successfully identify and integrate non-dilutive acquisitions.

 

15



 

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

General

 

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

 

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

 

The Company’s ability to provide services 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 space allotments available from carriers, governmental deregulation efforts, “modernization” of the regulations governing customs brokerage, and/or changes in governmental quota restrictions could affect the Company’s business in unpredictable ways.

 

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

 

A significant portion of the Company’s revenues are derived from customers in 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 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.

 

Critical Accounting Policies and Estimates

 

Management believes that the nature of the Company’s business is such that there are few, if any, 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 areas of accounts receivable valuation, the useful lives of long-term assets and the accrual of costs related to ancillary services the Company provides—areas that in the aggregate are not a major component of the Company’s statement of earnings.  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

 

16



 

 

believes that alternative principles and methods used for making such estimates would not produce materially different results than those reported.

 

Results of Operations

 

The following table shows the consolidated net revenues (revenues less transportation expenses) attributable to the Company’s principal services and the Company’s expenses for 2001, 2000 and 1999, expressed as percentages of net revenues.  With respect to the Company’s services other than freight consolidation, net revenues are identical to revenues. Management believes that net revenues are a better measure than total revenues of the relative importance of the Company’s principal services since total revenues earned by the Company as a freight consolidator include the carriers’ charges to the Company for carrying the shipment whereas revenues earned by the Company in its other capacities include only the commissions and fees actually earned by the Company.

 

 

 

2001

 

2000

 

1999

 

In thousands

 

Amount

 

Percent of net
 revenues

 

Amount

 

Percent of net
 revenues

 

Amount

 

Percent of net
 revenues

 

 

 

 

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Airfreight

 

$

254,502

 

42

%

$

225,428

 

41

%

$

183,767

 

41

%

Ocean freight and ocean services

 

138,881

 

23

 

114,974

 

21

 

87,181

 

20

 

Customs brokerage and import services

 

213,153

 

35

 

207,953

 

38

 

171,538

 

39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

606,536

 

100

 

548,355

 

100

 

442,486

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and related costs

 

325,545

 

54

 

290,581

 

53

 

240,740

 

54

 

Other

 

134,974

 

22

 

130,250

 

24

 

108,423

 

25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

460,519

 

76

 

420,831

 

77

 

349,163

 

79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

146,017

 

24

 

127,524

 

23

 

93,323

 

21

 

Other income, net

 

8,277

 

1

 

5,824

 

1

 

1,322

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

154,294

 

25

 

133,348

 

24

 

94,645

 

21

 

Income tax expense

 

57,051

 

9

 

50,313

 

9

 

35,470

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

97,243

 

16

%

$

83,035

 

15

%

$

59,175

 

13

%

 

 

2001 compared with 2000

 

Airfreight net revenues in 2001 increased 13% compared with 2000 primarily due to the Company’s ability to expand airfreight margins despite the lower airfreight tonnages, experienced in 2001 compared with 2000.  Airfreight margins expanded approximately 5% during 2001 as compared with 2000 despite a 9% drop in worldwide airfreight tonnage in 2001.  Efficient consolidations of dense and fluffy (volumetric) freight allowed the Company to optimize purchased transportation costs while still offering competitive rates to customers.  The Company’s North American export airfreight net revenues increased 4% in 2001 compared to 2000.  Airfreight net revenues from the Far East and from Europe increased 24% and 5%, respectively, for 2001 compared with 2000.  Airfreight rates on Far East to North American trade lanes, the Company’s most dominant lane, remained strong throughout 2001.

 

Ocean freight and ocean services net revenues increased 21% in 2001 compared to 2000.  Ocean freight demand remained strong throughout 2001 and ocean freight rates from the Far East, the Company’s largest trade lane, increased in the last half of the year.  During 2001, management continued to expand market share, increase ocean tonnage, and increase net ocean freight revenues while offering competitive market rates to customers.  Changes in the regulatory environment in the United States created new opportunities for the Company’s NVOCC operations to provide services to customers who had

 

17



 

previously dealt directly with the ocean carriers.  Margins increased 3% in 2001 as compared with 2000 reflecting the Company’s ability to offer competitive rates to customers at the retail level, while leveraging freight volumes to obtain favorable rates from carriers at the wholesale level.  Expeditors Cargo Management Systems (ECMS), a PC-based ocean freight consolidation management and purchase order tracking service, continued to be instrumental in attracting new business.  The Company’s North American export ocean freight net revenues increased 10% in 2001 compared to 2000.  This increase was a result of the Company handling more ocean shipments moving from North America to the Far East and, to a lesser extent, from North America to Europe.  Ocean freight net revenues from the Far East and from Europe increased 23% and 30%, respectively, for 2001 compared with 2000.

 

Customs brokerage and import services revenues increased 3% in 2001 as compared with 2000 as a result of (1) the Company’s growing reputation for providing high quality service, (2) consolidation within the customs brokerage market as customers seek out customs brokers with more sophisticated computerized capabilities critical to an overall logistics management program, and (3) the growing importance of distribution services as a separate and distinct service offered to existing and potential customers.  Distribution services accounted for nearly 36% of the increase in customs brokerage and import services revenues for 2001 compared with 2000.

 

Salaries and related costs increased in 2001 compared to 2000 as a result of (1) the Company’s increased hiring of sales, operations, and administrative personnel in existing and new offices to accommodate increases in business activity and (2) increased compensation levels.  Salaries and related costs increased 1% as a percentage of net revenues.  The relatively consistent relationship between salaries and net revenues is the result of a compensation philosophy that has been maintained since the inception of the Company: offer a modest base salary and the opportunity to share in a fixed and determinable percentage of the operating profit of the business unit controlled by each key employee.  Using this compensation model, changes in individual compensation will occur in proportion to changes in Company profits.  Management believes that the growth in revenues, net revenues and net earnings for 2001 are a result of the incentives inherent in the Company’s compensation program.

 

Other operating expenses increased in 2001 as compared with 2000 as rent expense, communications expense, quality and training expenses, and other costs expanded to accommodate the Company’s growing operations.  Other operating expenses as a percentage of net revenues decreased 2% in 2001 as compared with 2000.  Management believes that this decrease was significant as it reflects the successful achievement of cost containment objectives initiated at the branch level.  The ability to sustain these savings into future periods is contingent upon branch level management’s ability to adhere to these objectives.

 

Other income, net, increased in 2001 as compared to 2000 primarily due to interest income earned on higher cash balances and short-term investments in 2001.  Management attributes higher cash balances, in large part, to the success of cash management and billing improvement initiatives.

 

The Company pays income taxes in the United States and other jurisdictions, as well as other taxes which are typically included in costs of operations.  The Company’s consolidated effective income tax rate in 2001 was 37%, down marginally from the 37.7% rate experienced in the prior year.  The .7% decrease was caused primarily by a reduction in state tax expense required to be paid by the Company.

 

2000 compared with 1999

 

Airfreight net revenues in 2000 increased 23% compared with 1999 primarily due to (1) increased airfreight shipments and tonnages handled by the Company from the Far East to North America and Europe, (2) increased prices charged by the airlines which were passed along to customers, and (3) increased export airfreight shipments and tonnages from North America and Europe.  Airfreight margins expanded approximately 2% during 2000 as compared with 1999.  Higher freight volumes and efficient consolidations of dense and fluffy (volumetric) freight allowed the Company to optimize purchased transportation costs while still offering competitive rates to customers.  The Company’s North American export airfreight net revenues increased 21% in 2000 compared to 1999.  Airfreight net revenues from the Far East and from Europe increased 31% and 9%, respectively, for 2000 compared with 1999.  Airfreight rates on Far East to North American trade lanes, the Company’s most dominant lane, remained strong throughout 2000.

 

Ocean freight and ocean services net revenues increased 32% in 2000 compared to 1999.  Ocean freight demand remained strong throughout 2000 and ocean freight rates from the Far East, the Company’s largest trade lane, increased in the last half of the year.  During 2000, management continued to expand market share, increase ocean tonnage, and increase net ocean freight revenues while offering competitive market rates to customers.  Changes in the regulatory environment in the United States created new opportunities for the Company’s NVOCC operations to provide services to customers who had

 

18



 

previously dealt directly with the ocean carriers.  Margins remained nearly constant in 2000 as compared with 1999.  ECMS continued to be instrumental in attracting new business.  The Company’s North American export ocean freight net revenues increased 26% in 2000 compared to 1999.  This increase was a result of the Company handling more ocean shipments moving from North America to the Far East and, to a lesser extent, from North America to Europe.  Ocean freight net revenues from the Far East and from Europe increased 38% and 26%, respectively, for 2000 compared with 1999.

 

Customs brokerage and import services revenues increased 21% in 2000 as compared with 1999 as a result of (1) the Company’s growing reputation for providing high quality service, (2) consolidation within the customs brokerage market as customers seek out customs brokers with more sophisticated computerized capabilities critical to an overall logistics management program, and (3) the growing importance of distribution services as a separate and distinct service offered to existing and potential customers.  Distribution services accounted for nearly 22% of the increase in customs brokerage and import services revenues for 2000 compared with 1999.

 

Salaries and related costs increased in 2000 compared to 1999 as a result of (1) the Company’s increased hiring of sales, operations, and administrative personnel in existing and new offices to accommodate increases in business activity and (2) increased compensation levels.  Salaries and related costs decreased 1% as a percentage of net revenues.  Management believes that this decrease is due to the Company’s ability to service larger freight volumes with a relatively smaller group of people.  Management attributes this to technological enhancement and operational process improvement initiatives.  The relatively consistent relationship between salaries and net revenues is the result of a compensation philosophy that has been maintained since the inception of the Company: offer a modest base salary and the opportunity to share in a fixed and determinable percentage of the operating profit of the business unit controlled by each key employee.  Using this compensation model, changes in individual compensation will occur in proportion to changes in Company profits.  Management believes that the growth in revenues, net revenues and net earnings for 2000 are a result of the incentives inherent in the Company’s compensation program.

 

Other operating expenses increased in 2000 as compared with 1999 as rent expense, communications expense, quality and training expenses, and other costs expanded to accommodate the Company’s growing operations.  Other operating expenses as a percentage of net revenues decreased 1% in 2000 as compared with 1999.

 

Other income, net, increased in 2000 as compared to 1999 primarily due to interest income earned on higher cash balances and short-term investments in 2000.  Management attributes higher cash balances, in large part, to the success of cash management and billing improvement initiatives.

 

The Company pays income taxes in the United States and other jurisdictions, as well as other taxes which are typically included in costs of operations.  The Company’s consolidated effective income tax rate remained relatively constant in 2000 at 37.7%.

 

Currency and Other Risk Factors

 

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

 

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

 

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

 

19



 

The nature of the Company’s worldwide operations necessitates the Company dealing with a multitude of currencies other than the U.S. Dollar.  This results in the Company being exposed to the inherent risks of the international currency markets and governmental interference.  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 enters into foreign currency hedging transactions only in limited locations 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 avoid short-term exchange losses.  Any such hedging activity during 2001, 2000 and 1999 was insignificant.  Net foreign currency losses realized in 2001 were $366,000.  Net foreign currency gains realized during 2000 and 1999 were $309,000 and $196,000, respectively.  The current year losses were recognized primarily as a result of intercompany obligations with the Company’s subsidiaries in Brazil, Taiwan, Indonesia and Turkey.

 

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

 

On January 1, 1999, eleven of fifteen member countries of the European Union, later joined by Greece in January 2001, established fixed conversion rates between their existing currencies (“legacy currencies”) and a new common currency - the Euro.  The Euro trades on currency exchanges and may be used in business transactions.  The conversion to the Euro eliminates currency exchange rate risk between the member countries.  Beginning in January 2002, new Euro-denominated bills and coins were issued and legacy currencies began to be withdrawn from circulation. The Company has worked diligently to address the issues raised by the Euro currency conversion including the need to adapt computer systems and business processes to accommodate Euro-denominated transactions.  The conversion costs were not material. Due to numerous uncertainties, the Company is evaluating the effects one common European currency will have on pricing.  The Company is unable to predict the resulting impact, if any, on the Company’s consolidated financial statements.   The Company has not experienced any significant disruption as a result of this phased conversion.

 

Sources of Growth

 

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

 

20



 

Office Additions

 

The Company opened 7 start-up offices and one office through an acquisition during 2001.  The office added through an acquisition is followed by an asterisk.

 

Europe

 

South America

 

Africa

 

North America

UNITED KINGDOM:

 

BRAZIL:

 

MADAGASCAR:

 

USA:

Belfast, Northern Ireland

 

Curitiba

 

Antananarivo

 

Nashville, Tennessee

Bristol, England

 

 

 

 

 

 

 

 

 

 

 

 

 

GERMANY:

 

VENEZUELA:

 

 

 

 

Nuremberg

 

Caracas*

 

 

 

 

 

 

 

 

 

 

 

SWITZERLAND:

 

 

 

 

 

 

Chiasso

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Internal Growth

 

Management believes that a comparison of  “same store” growth is critical in the evaluation of the quality and extent of the Company’s internally generated growth.  This “same store” analysis isolates the financial contributions from offices that have been included in the Company’s operating results for at least one full year.  The table below presents “same store” comparisons on a year-over-year basis for the years ended December 31, 2001, 2000 and 1999.

 

Same store comparisons for the years ended December 31,

 

 

 

2001

 

2000

 

1999

 

Net revenues

 

7

%

23

%

22

%

Operating income

 

13

%

36

%

24

%

 

Liquidity and Capital Resources

 

The Company’s principal source of liquidity is cash generated from operating activities.  Net cash provided by operating activities for the year ended December 31, 2001 was approximately $168 million, as compared with $154 million for 2000.  This $14 million increase is principally due to increased net earnings, decreased accounts receivable and increased accounts payable, accrued expenses and taxes payable.

 

The Company’s business is subject to seasonal fluctuations.  Cash flow fluctuates as a result of this seasonality.  Historically, the first quarter shows an excess of customer collections over customer billings.  This results in positive cash flow.  The increased activity associated with peak season (typically commencing late second or early third quarter) causes an excess of customer billings over customer collections.  This cyclical growth in customer receivables consumes available cash.  In the past, the Company has utilized short-term borrowings to satisfy normal operating expenditures when temporary cash outflows exceed cash inflows.  These short-term borrowings have been repaid when the trend reverses and customer collections exceed customer billings.  During 2001, short-term borrowings were not required in the United States; the market where cash flow pressures are most intense due to funds advanced in association with customs brokerage activity.

 

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

 

Cash used in investing activities for the year ended December 31, 2001 was $53 million, as compared with $29 million during the same period of 2000.  The largest use of cash in investing activities is cash paid for capital expenditures.  For the year ended December 31, 2001, the Company made capital expenditures of $37 million as compared with $26 million

 

21



 

for the same period in 2000.  Capital expenditures in 2001 and in 2000 related primarily to investments in technology and office furniture and equipment. 

 

Cash used in financing activities for the year ended December 31, 2001 was $58 million as compared with cash used in financing activities of $23 million for the same period in 2000.  In 2001, the Company paid down $3 million on short-term debt, as compared with $15 million for the same period of 2000.  The Company uses the proceeds from stock option exercises to repurchase the Company’s stock on the open market.  The differences shown at year end of 2000 and 1999 between proceeds from the issuance of common stock and the amounts paid to repurchase common stock represent a timing difference in the receipt of proceeds and the subsequent repurchase of outstanding shares.  During the third quarter of 2001, the Board of Directors authorized management to repurchase 1,000,000 shares of the Company’s common stock.  The difference shown at the end of 2001 between proceeds from the issuance of common stock and the amounts paid to repurchase common stock is primarily due to the repurchase of stock under the discretionary plan authorized by the Board of Directors in September 2001.  The repurchase of all 1,000,000 shares was completed on October 11, 2001 at an average price of $45.12 per share.  In November 2001, the Board of Directors expanded the Company’s Discretionary Stock Repurchase Program to allow for the repurchase of such shares as may be necessary to reduce the issued and outstanding stock to 50,000,000 shares of common stock.  As of December 31, 2001, no shares had been repurchased under the amended discretionary plan.

 

At December 31, 2001, working capital was $237 million, including cash and short-term investments of $219 million. The Company had no long-term debt at December 31, 2001.  While the nature of its business does not require an extensive investment in property and equipment, the Company cannot eliminate the possibility that it could acquire an equity interest in property in certain geographic locations.  The Company currently expects to spend approximately $40 million on property and equipment in 2002.  In addition to normal capital expenditures for leasehold improvements, warehouse equipment, computer hardware and furniture and fixtures, this total includes estimates for a building project in Egypt.  The Company expects to finance capital expenditures in 2002, with cash.

 

The Company borrows internationally under unsecured bank lines of credit.  The international bank lines of credit totaled $9.4 million.  In addition, the Company maintains a bank facility with its U.K. bank for $7.3 million.  At December 31, 2001, the Company was directly liable for $1.7 million drawn on these lines of credit and was contingently liable for an additional $28.6 million from standby letters of credit and guarantees related to these lines of credit and other obligations.

 

At December 31, 2001, the Company's contractual obligations and other commitments are as follows:

 

 

 

 

 

Payments Due by Period

 

In thousands

 

Total

 

Less than
1 year

 

1 - 3
years

 

4 - 5
years

 

After
5 years

 

Contractual Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Leases

 

$

78,308

 

26,422

 

33,274

 

11,463

 

7,149

 

Unconditional Purchase Obligations

 

518

 

518

 

 

 

 

Other Obligations (See Note 6.C.)

 

5,100

 

5,100

 

 

 

 

Total Contractual Cash Obligations

 

$

83,926

 

32,040

 

33,274

 

11,463

 

7,149

 

 

22



 

 

 

 

 

Amount of Commitment Expiration
Per Period

 

In thousands

 

Total
amounts
committed

 

Less than
1 year

 

1 - 3
years

 

4 - 5
years

 

Over
5 years

 

 

 

 

 

Other Commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines of Credit

 

$

9,396

 

9,396

 

 

 

 

Credit Facility

 

7,294

 

7,294

 

 

 

 

Standby Letters of Credit

 

26,563

 

26,483

 

80

 

 

 

Guarantees

 

2,051

 

 

 

 

2,051

 

Total Commitments

 

$

45,304

 

43,173

 

80

 

 

2,051

 

 

The Company has a Non-Discretionary Stock Repurchase Plan to repurchase shares from the proceeds of stock option exercises.  As of December 31, 2001, the Company had repurchased and retired 2,346,196 shares of common stock at an average price of $20.82 per share over the period from 1994 through 2001.

 

The Company also has a Discretionary Stock Repurchase Plan under which it retired 1,000,000 shares of common stock as of October 11, 2001, at an average price of $45.12 per share.  In November 2001, this plan was expanded to allow for the repurchase of such shares as may be necessary to reduce the issued and outstanding stock to 50,000,000 shares of common stock.  As of December 31, 2001, no shares had been repurchased under the amended discretionary plan.

 

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

 

In some cases, the Company’s ability to repatriate funds from foreign operations may be subject to foreign exchange controls.  At December 31, 2001, cash and cash equivalent balances of $96 million were held by the Company’s non-U.S. subsidiaries, of which $35 million was held in banks in the United States.  In addition, certain undistributed earnings of the Company’s subsidiaries accumulated through December 31, 1992 would, under most circumstances, be subject to some additional United States income tax if distributed to the Company.  The Company has not provided for this additional tax because the Company intends to reinvest such earnings to fund the expansion of its foreign activities, or to distribute them in a manner in which no significant additional taxes would be incurred.

 

Impact of Inflation

 

To date, the Company’s business has not been adversely affected by inflation, nor has the Company experienced significant difficulty in passing carrier rate increases on to its customers by means of price increases.  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 might lead to an erosion in the Company’s margins.  However, 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 no direct exposure to increased costs resulting from increases in interest rates.

 

The forward-looking statements contained in this document involve a number of risks and uncertainties.  Factors that could cause actual results to differ materially from these statements include, but are not limited to: risks associated with foreign operations, elimination of intercompany transactions, matching of expenses with the associated revenue, seasonality, shifts in consumer demand, the effect that the implementation of the Euro as the primary currency of 12 member states of the European Union might have on the global economy and the Company’s international and domestic customers, other accounting estimates and other risk factors disclosed from time to time in the Company’s public reports.

 

23



 

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.  This brings a market risk to the Company’s earnings.

 

Foreign exchange rate sensitivity analysis can be quantified by estimating the impact on the Company’s earnings as a result of hypothetical changes in the value of the U.S. Dollar, the Company’s functional currency, relative to the other currencies in which the Company transacts business.  All other things being equal, an average 10% weakening of the U.S. Dollar, throughout the year ended December 31, 2001, would have had the effect of raising operating income approximately $9.8 million.  An average 10% strengthening of the U.S. Dollar, for the same period, would have the effect of reducing operating income approximately $8 million.

 

The Company has approximately $10 million of intercompany transactions unsettled at any one point in time.  The Company currently does not use derivative financial instruments to manage foreign currency risk and only enters into foreign currency hedging transactions in limited locations where regulatory or commercial limitations restrict the Company’s ability to move money freely around the world.  Any such hedging activity throughout the year ended December 31, 2001, was insignificant.  The Company instead follows a policy of accelerating international currency settlements to manage foreign exchange risk relative to intercompany billings.  The majority of intercompany billings are resolved within 30 days and intercompany billings arising in the normal course of business are fully settled within 90 days.

 

Interest Rate Risk

 

At December 31, 2001, the Company had cash and cash equivalents and short-term investments of  $218.7 million and short-term borrowings of $1.7 million, all subject to variable short-term interest rates.  A hypothetical change in the interest rate of 10% would have an insignificant impact on the Company’s earnings.

 

In management’s opinion, there has been no material change in the Company’s market risk exposure between 2000 and 2001.

 

24



 

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 Accountants’ Report:

 

 

 

 

 

Independent Auditors’ Report

F-1

 

 

 

 

Consolidated Financial Statements:

 

 

 

 

 

Balance Sheets as of December 31, 2001 and 2000

F-2

 

 

 

 

Statements of Earnings for the Years Ended December 31, 2001, 2000 and 1999

F-3

 

 

 

 

Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2001, 2000 and 1999

F-4

 

 

 

 

Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999

F-5

 

 

 

 

Notes to Consolidated Financial Statements

F-6 through F-17

 

 

 

2.

Financial Statement Schedules:

 

 

 

 

 

Schedule II — Valuation and Qualifying Accounts for the Years Ended December 31, 2001, 2000 and 1999

S-1

 

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Inapplicable.

 

25



 

PART III

 

ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

The information required by this item is incorporated by reference to information under the caption “Proposal 1 - Election of Directors” and to the information under the caption “Section 16(a) Reporting Delinquencies” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 8, 2002.  See also Part I - Item 1 - Executive Officers of the Registrant.

 

ITEM 11 — EXECUTIVE COMPENSATION

 

The information required by this item is incorporated by reference to information under the caption “Executive Compensation” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 8, 2002.

 

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

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 8, 2002.

 

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

The information required by this item is incorporated by reference to information under the caption “Executive Compensation” and “Certain Transactions” in the Company’s definitive Proxy Statement for its annual meeting of shareholders to be held on May 8, 2002.

 

PART IV

 

ITEM 14 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 

(a)

1.

FINANCIAL STATEMENTS

Page

 

 

 

 

 

 

Independent Auditors’ Report

F-1

 

 

 

 

 

 

Consolidated Balance Sheets as of December 31, 2001 and 2000

F-2

 

 

 

 

 

 

Consolidated Statements of Earnings for the Years Ended December 31, 2001, 2000 and 1999

F-3

 

 

 

 

 

 

Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2001, 2000 and 1999

F-4

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999

F-5

 

 

 

 

 

 

Notes to Consolidated Financial Statements

F-6 through F-17

 

 

 

 

 

2.

FINANCIAL STATEMENT SCHEDULES

 

 

 

 

 

 

 

Included in Part IV of this report:

 

 

 

 

 

 

 

Schedules:

 

 

 

 

 

 

 

II

Valuation and Qualifying Accounts for the Years Ended December 31, 2001, 2000 and 1999

 

 

 

Other 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.

 

26



 

 

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)

The Company’s Amended 1985 Stock Option Plan.  See Exhibit 10.4.

 

 

(4)

Form of Stock Option Agreement used in connection with options granted under the Company’s Amended 1985 Stock Option Plan.  See Exhibit 10.5.

 

 

(5)

The Company’s Restated and Amended 1988 Employee Stock Purchase Plan.  See Exhibit 10.20.

 

 

(6)

Form of Stock Purchase Agreement used in connection with options granted under the Company’s Restated and Amended 1988 Employee Stock Purchase Plan.  See Exhibit 10.7.

 

 

(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 1997 Executive Incentive Compensation Plan.  See Exhibit 10.32.

 

 

(13)

Form of Executive Incentive Compensation Plan Award Certification used in connection with the awards granted under the Company’s 1997 Executive Incentive Compensation Plan.  See Exhibit 10.33.

 

 

(14)

Form of Executive Incentive Compensation Plan Award Agreement used in connection with establishing the terms and conditions of an award under the Company’s 1997 Executive Incentive Compensation Plan.  See Exhibit 10.34.

 

(b) REPORTS ON FORM 8-K

 

No reports on Form 8-K were filed during the last quarter of the period covered by this Annual Report on Form 10-K.

 

27



(c) 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.)

 

 

 

3.2

 

The Company’s Amended and Restated Bylaws.  (Incorporated by reference to Exhibit 3.2 to
Form 10-K, filed on or about March 28, 1994.)

 

 

 

10.4

 

The Company’s Amended 1985 Stock Option Plan.  (Incorporated by reference to Exhibit 10.14
to Form 10-K, filed on or about March 28, 1991.)

 

 

 

10.5

 

Form of Stock Option Agreement used in connection with options granted under the Company’s
Amended 1985 Stock Option Plan.  (Incorporated by reference to Exhibit 10.15 to Form 10-K,
filed on or about March 28, 1991.)

 

 

 

10.7

 

Form of Stock Purchase Agreement used in connection with options granted under the
Company’s Restated and Amended 1988 Employee Stock Purchase Plan.  (Incorporated by
reference to Exhibit 10.36 to Form 10-K, filed on or about March 28, 1989.)

 

 

 

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.)

 

 

 

10.17

 

Exclusive Agency Agreement, dated as of January 1, 1991, between E.I. Freight (Taiwan) Ltd.
and EI Freight (H.K.) Limited. (Incorporated by reference to Exhibit 10.17 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.)

 

28



 

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.)

 

 

 

10.20

 

The Company’s Restated and Amended 1988 Employee Stock Purchase Plan. (Incorporated by
reference to Exhibit 4.1 to Registration Statement No. 33-81460, filed on July 12, 1994.)

 

 

 

10.23

 

Form of Employment Agreement executed by the Company’s Chairman and Chief Executive
Officer dated November 2, 1994.  (Incorporated by reference to Exhibit 10.23 to Form 10-K,
filed on or about March 31, 1995.)

 

 

 

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 November 2, 1994. (Incorporated
by reference to Exhibit 10.24 to Form 10-K, filed on or about March 31, 1995.)

 

 

 

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.)

 

 

 

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.)

 

 

 

10.32

 

The Company’s 1997 Executive Incentive Compensation 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 24, 1997.)

 

 

 

10.33

 

Form of Executive Incentive Compensation Plan Award Certification used in connection with
the awards granted under the Company’s 1997 Executive Incentive Compensation Plan.
(Incorporated by reference to Exhibit 10.33 to Form 10-K, filed on or about March 31, 1998.)

 

 

 

10.34

 

Form of Executive Incentive Compensation Plan Award Agreement used in connection with
establishing the terms and conditions of an award under the Company’s 1997 Executive
Incentive Compensation Plan.  (Incorporated by reference to Exhibit 10.34 to Form 10-K, filed
on or about March 31, 1998.)

 

 

29



 

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.)

 

 

 

10.40

 

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.)

 

 

 

21.1

 

Subsidiaries of the Registrant.

 

 

 

23.1

 

Consent of Independent Certified Public Accountants.

 

30



 

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:  March 29, 2002.

 

 

 

 

EXPEDITORS INTERNATIONAL OF

 

  WASHINGTON, INC.

 

 

 

By:

/s/ R. JORDAN GATES

 

 

 

R. Jordan Gates

 

 

Executive Vice President-Chief Financial Officer

 

 

and Treasurer

 

31



 

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 March 29, 2002.

 

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

 

Executive Vice President-Chief Financial Officer and Treasurer

(R. Jordan Gates)

(Principal Financial and Accounting Officer) and Director

 

/s/ James Li Kou Wang

 

President-Asia and Director

(James Li Kou Wang)

 

 

/s/ James J. Casey

 

Director

(James J. Casey)

 

 

/s/ Dan P. Kourkoumelis

 

Director

(Dan P. Kourkoumelis)

 

 

/s/ John W. Meisenbach

 

Director

(John W. Meisenbach)

 

 

/s/ Michael J. Malone

 

Director

(Michael J. Malone)

 

 

32



 

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, 2001, 2000, AND 1999

 

 



 

Independent Auditors’ Report

 

The Board of Directors and Shareholders

Expeditors International of Washington, Inc.:

 

We have audited the consolidated balance sheets of Expeditors International of Washington, Inc. and subsidiaries as listed in the accompanying index.  In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index.  These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  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 at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

 

 

/s/ KPMG LLP

 

Seattle, Washington

March 1, 2002

 

F-1



 

Consolidated Balance Sheets

In thousands except share data
December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2001

 

2000

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

218,677

 

$

169,005

 

Short-term investments

 

57

 

1,884

 

Accounts receivable, less allowance for doubtful accounts of $10,410 in 2001 and $11,825 in 2000

 

283,414

 

347,114

 

Other

 

9,109

 

4,782

 

Total current assets

 

511,257

 

522,785

 

 

 

 

 

 

 

Property and Equipment:

 

 

 

 

 

Buildings and leasehold improvements

 

89,179

 

77,726

 

Furniture, fixtures, and equipment

 

111,585

 

92,277

 

Vehicles

 

3,685

 

4,669

 

 

 

204,449

 

174,672

 

 

 

 

 

 

 

Less accumulated depreciation and amortization

 

100,611

 

83,640

 

 

 

103,838

 

91,032

 

Land

 

20,007

 

15,615

 

Net property and equipment

 

123,845

 

106,647

 

Deferred Federal and state income taxes

 

12,156

 

8,830

 

Other assets, net

 

41,179

 

23,478

 

 

 

$

688,437

 

$

661,740

 

Current Liabilities:

 

 

 

 

 

Short-term debt

 

$

1,706

 

$

4,671

 

Accounts payable

 

195,826

 

229,534

 

Accrued expenses, primarily salaries and related costs

 

59,843

 

42,801

 

Deferred Federal and state income taxes

 

7,651

 

5,699

 

Federal, state, and foreign income taxes

 

8,788

 

17,251

 

Total current liabilities

 

273,814

 

299,956

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Preferred stock,

 

 

 

 

 

par value $.01 per share

 

 

 

 

 

Authorized 2,000,000 shares; none issued

 

 

 

Common stock,

 

 

 

 

 

par value $.01 per share Authorized 160,000,000 shares;

issued and outstanding 51,611,854

shares at December 31, 2001 and 51,451,163

shares at December 31, 2000

 

516

 

515

 

Additional paid-in capital

 

16,104

 

37,386

 

Retained earnings

 

411,992

 

333,049

 

Accumulated other comprehensive loss

 

(13,989

)

(9,166

)

 

 

 

 

 

 

Total shareholders’ equity

 

414,623

 

361,784

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

$

688,437

 

$

661,740

 

 

See accompanying notes to consolidated financial statements.

F-2



 

Consolidated Statements of Earnings

In thousands except share data

Years ended December 31,

 

 

 

2001

 

2000

 

1999

 

Revenues:

 

 

 

Airfreight

 

$

930,998

 

 

1,014,375

 

 

916,832

 

Ocean freight and ocean services

 

508,482

 

472,853

 

356,205

 

Customs brokerage and import services

 

213,153

 

207,953

 

171,538

 

 

 

 

 

 

 

 

 

Total revenues

 

1,652,633

 

1,695,181

 

1,444,575

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

Airfreight consolidation

 

676,496

 

788,947

 

733,065

 

Ocean freight consolidation

 

369,601

 

357,879

 

269,024

 

Salaries and related costs

 

325,545

 

290,581

 

240,740

 

Rent and occupancy costs

 

36,294

 

29,253

 

26,389

 

Depreciation and amortization

 

23,544

 

22,481

 

20,819

 

Selling and promotion

 

20,163

 

20,231

 

16,896

 

Other

 

54,973

 

58,285

 

44,319

 

Total operating expenses

 

1,506,616

 

1,567,657

 

1,351,252

 

Operating income

 

146,017

 

127,524

 

93,323

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

Interest income

 

9,201

 

6,327

 

2,253

 

Interest expense

 

(521

)

(432

)

(1,070

)

Other, net

 

(403

)

(71

)

139

 

Other income, net

 

8,277

 

5,824

 

1,322

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

154,294

 

133,348

 

94,645

 

Income tax expense

 

57,051

 

50,313

 

35,470

 

Net earnings

 

$

97,243

 

 

83,035

 

 

59,175

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.87

 

 

1.62

 

 

1.18

 

Diluted earnings per share

 

$

1.77

 

 

1.52

 

 

1.10

 

Weighted average basic shares outstanding

 

52,079,752

 

51,152,620

 

50,137,045

 

Weighted average diluted shares outstanding

 

54,870,670

 

54,679,018

 

53,827,817

 

 

See accompanying notes to consolidated financial statements.

 

F-3



 

Consolidated Statements of Shareholders’ Equity

and Comprehensive Income

In thousands except share data

Years ended December 31, 2001, 2000 and 1999

 

 

 

Common stock

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Additional

 

 

 

other

 

 

 

 

 

 

 

 

 

paid–in

 

Retained

 

comprehensive

 

 

 

 

 

Shares

 

Par Value

 

capital

 

earnings

 

loss

 

Total

 

Balance at December 31, 1998

 

49,363,682

 

$

494

 

17,273

 

203,050

 

(3,619)

 

217,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

1,323,405

 

13

 

4,572

 

 

 

4,585

 

Issuance of shares under stock purchase plan

 

251,391

 

3

 

4,139

 

 

 

4,142

 

Shares repurchased under provisions of stock repurchase plan

 

(294,071

)

(3

)

(8,989

)

 

 

(8,992

)

Tax benefits from employee stock plans

 

 

 

12,734

 

 

 

12,734

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

59,175

 

 

59,175

 

Foreign currency translation adjustments, net of deferred tax credit of $770

 

 

 

 

 

(1,430

)

(1,430

)

Total comprehensive income

 

 

 

 

 

 

57,745

 

Dividends paid ($.10 per share)

 

 

 

 

(5,027

)

 

(5,027

)

Balance at December 31, 1999

 

50,644,407

 

$

507

 

29,729

 

257,198

 

(5,049

)

282,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

855,805

 

9

 

4,833

 

 

 

4,842

 

Issuance of shares under stock purchase plan

 

204,018

 

2

 

5,397

 

 

 

5,399

 

Shares repurchased under provisions of stock repurchase plan

 

(253,067

)

(3

)

(11,499

)

 

 

(11,502

)

Tax benefits from employee stock plans

 

 

 

8,926

 

 

 

8,926

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

83,035

 

 

83,035

 

Foreign currency translation adjustments, net of deferred tax credit of $2,217

 

 

 

 

 

(4,117

)

(4,117

)

Total comprehensive income

 

 

 

 

 

 

78,918

 

Dividends paid ($.14 per share)

 

 

 

 

(7,184

)

 

(7,184

)

Balance at December 31, 2000

 

51,451,163

 

$

515

 

37,386

 

333,049

 

(9,166

)

361,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

1,274,413

 

12

 

8,075

 

 

 

8,087

 

Issuance of shares under stock purchase plan

 

170,914

 

2

 

7,190

 

 

 

7,192

 

Shares repurchased under provisions of stock repurchase plans

 

(1,284,636

)

(13

)

(52,410

)

(7,891

)

 

(60,314

 )

Tax benefits from employee stock plans

 

 

 

15,863

 

 

 

15,863

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

97,243

 

 

97,243

 

Foreign currency translation adjustments, net of deferred tax credit of $2,597

 

 

 

 

 

(4,823

)

(4,823

)

Total comprehensive income

 

 

 

 

 

 

92,420

 

Dividends paid ($.20 per share)

 

 

 

 

(10,409

)

 

(10,409

)

Balance at December 31, 2001

 

51,611,854

 

$

516

 

16,104

 

411,992

 

(13,989

)

414,623

 

 

See accompanying notes to consolidated financial statements.

 

F-4



 

Consolidated Statements of Cash Flows

In thousands

Years ended December 31,

 

 

 

 

 

 

 

2001

 

2000

 

1999

 

Operating Activities:

 

 

 

Net earnings

 

$

97,243

 

83,035

 

59,175

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

Provision for losses on accounts receivable

 

297

 

4,043

 

2,966

 

Depreciation and amortization

 

23,544

 

22,481

 

20,819

 

Deferred income tax expense

 

2,377

 

1,203

 

3,433

 

Tax benefits from employee stock plans

 

15,863

 

8,926

 

12,734

 

Amortization of cost in excess of net assets of acquired businesses

 

1,074

 

920

 

748

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

64,772

 

(34,399

)

(81,316

)

Increase (decrease) in accounts payable, accrued expenses and taxes payable

 

(32,774

)

57,805

 

41,646

 

Other

 

(4,782

)

10,444

 

(6,894

)

Net cash provided by operating activities

 

167,614

 

154,458

 

53,311

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

Decrease (increase) in short-term investments

 

1,698

 

(818

)

(750

)

Purchase of property and equipment

 

(37,382

)

(25,582

)

(26,582

)

Cash paid for note receivable secured by real estate

 

(10,208

)

 

 

Other

 

(6,965

)

(3,081

)

(4,381

)

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(52,857

)

(29,481

)

(31,713

)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

Borrowings (repayments) of short-term debt, net

 

(2,632

)

(14,501

)

7,328

 

Proceeds from issuance of common stock

 

15,279

 

10,241

 

8,727

 

Repurchases of common stock

 

(60,314

)

(11,502

)

(8,992

)

Dividends paid

 

(10,409

)

(7,184

)

(5,027

)

Net cash (used in) provided by financing activities

 

(58,076

)

(22,946

)

2,036

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(7,009

)

(4,209

)

(1,880

)

Increase in cash and cash equivalents

 

49,672

 

97,822

 

21,754

 

Cash and cash equivalents at beginning of year

 

169,005

 

71,183

 

49,429

 

Cash and cash equivalents at end of year

 

$

218,677

 

169,005

 

71,183

 

 

 

 

 

 

 

 

 

 

Interest and Taxes Paid:

 

 

 

 

 

 

 

Interest

 

$

524

 

208

 

989

 

Income taxes

 

41,825

 

19,442

 

19,345

 

 

See accompanying notes to consolidated financial statements.

 

F-5


 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A.            Basis of Presentation

 

Expeditors International of Washington, Inc. (“the Company”) is a global logistics company operating through a worldwide network of offices, international service centers and exclusive or non-exclusive agents. The Company’s customers include retailing and wholesaling, electronics, and manufacturing companies around the world.  The Company grants credit upon approval to customers.

 

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

 

The consolidated financial statements include the accounts of the Company and its subsidiaries.  In addition, the accounts of exclusive agents have been consolidated in those circumstances where the Company maintains unilateral control over the agents’ assets and operations, notwithstanding a lack of technical majority ownership of the agents’ common stock.

 

All significant intercompany accounts and transactions have been eliminated in consolidation.

 

All dollar amounts in the notes are presented in thousands except for share data.

 

B.            Short–term Investments

 

Short–term investments are designated as available-for-sale and cost approximates market at December 31, 2001 and 2000.

 

C.            Long-Lived Assets, Depreciation and Amortization

 

Property and equipment are recorded at cost and are depreciated or amortized on the straight-line method over the shorter of the assets’ estimated useful lives or lease terms. Useful lives for major categories of property and equipment are as follows:

 

Buildings

 

28 to 40 years

Furniture, fixtures and equipment

 

3 to 5 years

Vehicles

 

3 to 5 years

 

Expenditures for maintenance, repairs, and renewals of minor items are charged to earnings as incurred.  Major renewals and improvements are capitalized.  Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in income for the period.

 

The excess of the cost over the fair value of the net assets of acquired businesses (included in other assets, net) is amortized on the straight-line method over periods up to 40 years.

 

In accordance with Statement of Financial Accounting Standards (SFAS) No. 121, “Accounting for the Impairment of Long-Lived Assets and for Assets to Be Disposed Of,” long-lived assets (property and equipment) and certain intangible assets (excess costs over the fair value of the net assets of acquired businesses) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of long-term assets is measured by a comparison of the carrying amount of such assets against the undiscounted future cash flows expected to be generated by the assets.  If such assets are determined to be impaired, the impairment to be recognized is measured as the amount by which the assets’ carrying amounts exceeds the assets’ discounted future cash flows.

 

 

F-6



 

 

In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, “Business Combinations” effective July 1, 2001, and SFAS No. 142, “Goodwill and Other Intangible Assets” effective for fiscal years beginning after December 15, 2001. Under the new rules, purchased goodwill and intangible assets with indefinite useful lives will no longer be amortized but will be subject to annual impairment tests in accordance with the provisions of the statements. Intangible assets with estimable useful lives will continue to be amortized over their respective useful lives, and reviewed for impairment in accordance with SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Assets to Be Disposed Of”.  The Company will apply the new rules on accounting for goodwill and intangible assets beginning in the first quarter of 2002. Application of the non-amortization provisions of the statement is not expected to have a material effect on the Company’s financial statements. The Company performed the required impairment tests of goodwill as of January 1, 2002 and determined there is no impact on the earnings and financial position of the Company.

 

In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and for the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction or development and/or normal use of the asset. The Company is required and plans to adopt the provisions of SFAS No. 143 beginning in the first quarter of 2003.

 

In October 2001, SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While this standard supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, it retains many of the fundamental provisions of that standard. SFAS No. 144 also supersedes the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”, for the disposal of a segment of a business. The Company is required and plans to adopt the provisions of SFAS No. 144 beginning in the first quarter of 2002.

 

Management does not anticipate that adoption of SFAS No. 143 and No. 144 will result in a significant impact on the Company’s consolidated financial condition or results of operations.

 

D.            Revenues and Revenue Recognition

 

Airfreight revenues include the charges to the Company for carrying the shipments when the Company acts as a freight consolidator.  Ocean freight revenues include the charges to the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier (NVOCC).  Revenues realized in other capacities include only the commissions and fees earned.

 

Revenues related to shipments are recognized at the time the freight is tendered to a direct carrier at origin.  All other revenues, including breakbulk services, local transportation, customs formalities, distribution services and logistics management, are recognized upon performance.

 

E.             Income Taxes

 

Income taxes are accounted for under the asset and liability method of accounting.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, the tax effect of loss carryforwards and tax credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

F-7



 

F.             Net Earnings per Common Share

 

Diluted earnings per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding.  Dilutive potential common shares represent outstanding stock options.  Basic earnings per share is calculated using the weighted average of common shares outstanding without taking into consideration dilutive potential common shares outstanding.

 

G.            Foreign Currency

 

Foreign currency amounts attributable to foreign operations have been translated into U.S. Dollars using year-end exchange rates for assets and liabilities, historical rates for equity, and average annual rates for revenues and expenses.  Unrealized gains or losses arising from fluctuations in the year-end exchange rates are generally recorded as components of other comprehensive income as adjustments from foreign currency translation.  Currency fluctuations are a normal operating factor in the conduct of the Company’s business and exchange transaction gains and losses are generally included in freight consolidation expenses.

 

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” established accounting standards for derivative and hedging transactions. The Statement became effective for fiscal years beginning after June 15, 2000.  Adoption of this standard by the Company on January 1, 2001, had no material impact on the Company’s consolidated financial statements.  The Company follows a policy of accelerating international currency settlements to manage its foreign exchange exposure.  Accordingly, the Company enters into foreign currency hedging transactions only in limited locations where there are regulatory or commercial limitations on the Company’s ability to move money freely around the world.  Such hedging activity during 2001, 2000 and 1999 was insignificant.  Net foreign currency loss realized during 2001 was $366.  Net foreign currency gains realized during 2000 and 1999 were $309 and $196, respectively.

 

H.            Cash Equivalents

 

All highly liquid investments with a maturity of three months or less at date of purchase are considered to be cash equivalents.

 

I.              Comprehensive Income

 

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

 

J.                                        Segment Reporting

 

The Company is organized functionally in geographic operating segments.  Accordingly, management focuses its attention on revenues, net revenues, operating income, identifiable assets, capital expenditures, depreciation and amortization and equity generated in each of these geographical areas when evaluating effectiveness of geographic management.  The Company charges its subsidiaries and affiliates for services rendered in the United States on a cost recovery basis.  Transactions among the Company’s various offices are conducted using the same arms-length pricing methodologies the Company uses when its offices transact business with independent agents.

 

K.                                    Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.

 

L.             Reclassification

 

Certain prior year amounts have been reclassified to conform with the 2001 presentation.

 

F-8



NOTE 2. CREDIT ARRANGEMENTS

 

The majority of the Company’s foreign subsidiaries maintain bank lines of credit for short-term working capital purposes.  These credit lines are supported by standby letters of credit issued by a United States bank, or guarantees issued by the Company to the foreign banks issuing the credit line.  Lines of credit totaling $9,396 and $11,054 at December 31, 2001 and 2000, respectively, bear interest at .5% to 1.5% over the foreign banks’ equivalent prime rates.  At December 31, 2001 and 2000, the Company was liable for $1,706 and $4,671, respectively, of borrowings under these lines, and at December 31, 2001 was contingently liable for approximately $28,614 under outstanding standby letters of credit and guarantees related to these lines of credit and other obligations.

 

In addition, at December 31, 2001 the Company had a $7,294 credit facility with a United Kingdom bank (U.K. facility), secured by a corporate guarantee.  The Company was contingently liable under the U.K. facility at December 31, 2001 for $7,294 used to secure customs bonds issued by foreign governments.

 

At December 31, 2001, the Company was in compliance with all restrictive covenants of these credit lines and the associated credit facilities, including maintenance of certain minimum asset, working capital and equity balances and ratios.

 

NOTE 3. INCOME TAXES

 

Income tax expense for 2001, 2000 and 1999 includes the following components:

 

 

 

Federal

 

State

 

Foreign

 

Total

 

2001

 

 

 

 

 

 

 

 

 

Current

 

$

9,921

 

2,806

 

26,084

 

38,811

 

Deferred

 

16,511

 

1,729

 

 

18,240

 

 

 

$

26,432

 

4,535

 

26,084

 

57,051

 

2000

 

 

 

 

 

 

 

 

 

Current

 

$

9,717

 

2,802

 

27,665

 

40,184

 

Deferred

 

7,975

 

2,154

 

 

10,129

 

 

 

$

17,692

 

4,956

 

27,665

 

50,313

 

1999

 

 

 

 

 

 

 

 

 

Current

 

$

3,823

 

1,331

 

14,149

 

19,303

 

Deferred

 

14,098

 

2,069

 

 

16,167

 

 

 

$

17,921

 

3,400

 

14,149

 

35,470

 

 

Income tax expense differs from amounts computed by applying the U.S. Federal income tax rate of 35% to earnings before income taxes as a result of the following:

 

 

 

2001

 

2000

 

1999

 

Computed “expected” tax expense

 

$

54,003

 

46,672

 

33,126

 

Increase (reduction) in income taxes resulting from: 

 

 

 

 

 

 

 

 

State and local income taxes, net of Federal income tax benefit

 

2,948

 

3,221

 

2,210

 

Decrease in valuation allowance for deferred tax assets

 

(7

)

(68

)

(147

)

Other, net

 

107

 

488

 

281

 

 

 

$

57,051

 

50,313

 

35,470

 

 

F-9



 

The components of earnings before income taxes are as follows:

 

 

 

2001

 

2000

 

1999

 

United States

 

$

46,684

 

34,176

 

30,403

 

Foreign

 

107,610

 

99,172

 

64,242

 

 

 

$

154,294

 

133,348

 

94,645

 

 

The tax effects of temporary differences, tax credits and operating loss carryforwards that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 2001 and 2000 are as follows:

 

Years ended December 31,

 

2001

 

2000

 

Deferred tax assets:

 

 

 

 

 

Foreign tax credits related to unremitted foreign earnings

 

$

49,957

 

43,596

 

Accrued intercompany and third party charges, deductible for taxes upon economic performance (i.e. actual payment)

 

2,867

 

3,274

 

Foreign currency translation adjustment

 

7,766

 

5,169

 

Provision for doubtful accounts receivable

 

2,115

 

2,371

 

Excess of financial statement over tax depreciation

 

3,826

 

3,150

 

Other

 

1,112

 

1,129

 

Total gross deferred tax assets

 

67,643

 

58,689

 

Less valuation allowance

 

(1

)

(8

)

 

 

67,642

 

58,681

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

Unremitted foreign earnings

 

(55,887

)

(50,476

)

Other

 

(7,250

)

(5,074

)

 

 

 

 

 

 

Total gross deferred tax liabilities

 

$

(63,137

)

(55,550

)

Net deferred tax assets

 

$

4,505

 

3,131

 

Plus current deferred tax liabilities

 

$

7,651

 

5,699

 

Noncurrent deferred tax assets

 

$

12,156

 

8,830

 

 

At December 31, 2001, the Company has net operating loss carryforwards for foreign income tax purposes of $4 which are available over an indefinite period to offset future foreign taxable income.

 

The Company has not provided U.S. Federal income taxes on undistributed earnings of foreign subsidiaries accumulated through December 31, 1992 since the Company intends to reinvest such earnings indefinitely or to distribute them in a manner in which no significant additional taxes would be incurred.  Such undistributed earnings are approximately $41,900 and the additional Federal and state taxes payable in a hypothetical distribution of such accumulated earnings would approximate $10,100.  Since 1993, the Company has been providing for Federal and state income tax expense on foreign earnings without regard to whether such earnings will be permanently reinvested outside the United States.

 

NOTE 4. SHAREHOLDERS’ EQUITY

 

A.            Dividends

 

On May 5, 1999, the Board of Directors declared a 2-for-1 stock split, effected in the form of a stock dividend of one share of common stock for every share outstanding, and increased the authorized common stock to 160,000,000 shares.  The stock dividend was distributed on May 31, 1999 to shareholders of record on May 17, 1999. All share and per share information, except par value, has been adjusted for all years to reflect the stock split.

 

F-10



 

B.            Stock Repurchase Plans

 

The Company has a Non-Discretionary Stock Repurchase Plan under which management is authorized to repurchase up to 5,000,000 shares of the Company’s common stock in the open market with the proceeds received from the exercise of Employee and Director Stock Options.  As of December 31, 2001, the Company had repurchased and retired 2,346,196 shares of common stock at an average price of $20.82 per share over the period from 1994 through 2001.

 

In September 2001, the Board of Directors approved a Discretionary Stock Repurchase Plan to repurchase and retire 1,000,000 shares of common stock.  As of October 11, 2001, all 1,000,000 shares had been repurchased and retired under the plan at an average price of $45.12 per share.  In November 2001, the Board of Directors expanded the Company’s Discretionary Stock Repurchase Plan to allow for the repurchase of such shares as may be necessary to reduce the issued and outstanding stock to 50,000,000 shares of common stock.  As of December 31, 2001, no shares had been repurchased under the amended discretionary plan.

 

C.            Stock Option Plans

 

The Company has two stock option plans (the “1985 Plan” and the “1997 Plan”) for employees under which the Board of Directors may grant officers and key employees options to purchase common stock at prices equal to or greater than market value on the date of grant.  The 1985 Plan provides for non-qualified grants at exercise prices equal to or greater than the market value on the date of grant. Outstanding options generally vest and become exercisable over periods up to five years from the date of grant and expire no more than 10 years from the date of grant. The 1997 Plan provides for qualified and non-qualified grants of options to purchase shares, limited to not more than 100,000 per person per year.  Grants less than or equal to 20,000 shares in any fiscal year, are granted at or above common stock prices on the date of grant.  Any 1997 Plan grants in excess of the initial 20,000 shares granted per person per year (“Excess Grants”) require an exercise price of not less than 120% of the common stock price on the date of grant.  Excess Grants expire no later than 5 years from the date of grant.  Excess Grants under the 1997 Plan vested completely, 3 years from the date of grant.

 

The Company also has a stock option plan (“Directors’ Plan”) under which non-employee directors elected at each annual meeting are granted non-qualified options to purchase 8,000 shares of common stock on the first business day of the month following the meeting.

 

Upon the exercise of non-qualified stock options, the Company derives a tax deduction measured by the excess of the market value over the option price at the date of exercise.  The related tax benefit is credited to additional paid-in capital.

 

F-11



 

Details regarding the plans are as follows:

 

 

 

Unoptioned Shares

 

Outstanding Options

 

 

 

1985
Plan

 

1997
Plan

 

Directors’
Plan

 

Number of
shares

 

Weighted average
price per share

 

Balance at December 31, 1998

 

244,478

 

2,404,600

 

80,000

 

6,197,110

 

$

8.49

 

Options granted

 

(100,000

)

(908,900

)

(24,000

)

1,032,900

 

$

31.98

 

Options exercised

 

 

 

 

(1,323,405

)

$

3.47

 

Options canceled

 

43,750

 

138,000

 

 

(181,750

)

$

20.04

 

Balance at December 31, 1999

 

188,228

 

1,633,700

 

56,000

 

5,724,855

 

$

13.47

 

 

 

 

 

 

 

 

 

 

 

 

 

Options granted

 

(95,000

)

(781,250

)

(32,000

)

908,250

 

$

38.07

 

Options exercised

 

 

 

 

(855,805

)

$

5.66

 

Options canceled

 

68,500

 

136,925

 

 

(205,425

)

$

23.73

 

Balance at December 31, 2000

 

161,728

 

989,375

 

24,000

 

5,571,875

 

$

18.30

 

 

 

 

 

 

 

 

 

 

 

 

 

Options authorized

 

 

2,500,000

 

200,000

 

 

 

Options granted

 

(110,000

)

(1,030,400

)

(32,000

)

1,172,400

 

$

50.10

 

Options exercised

 

 

 

 

(1,274,413

)

$

6.35

 

Options canceled

 

 

135,600

 

 

(135,600

)

$

33.27

 

Balance at December 31, 2001

 

51,728

 

2,594,575

 

192,000

 

5,334,262

 

$

27.77

 

 

The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock option and its employee stock purchase rights plans.  Accordingly, no compensation cost has been recognized for its fixed stock option or employee stock purchase rights plans.  Had compensation cost for the Company’s three stock based compensation and employee stock purchase rights plans been determined consistent with SFAS No. 123, the Company’s net earnings, basic earnings per share and diluted earnings per share would have been decreased to the pro forma amounts indicated below:

 

 

 

2001

 

2000

 

1999

 

Net earnings – as reported

 

$

97,243

 

83,035

 

59,175

 

Net earnings – pro forma

 

$

83,783

 

73,258

 

51,811

 

 

 

 

 

 

 

 

 

Basic earnings per share — as reported

 

$

1.87

 

1.62

 

1.18

 

Basic earnings per share — pro forma

 

$

1.63

 

1.44

 

1.05

 

 

 

 

 

 

 

 

 

Diluted earnings per share — as reported

 

$

1.77

 

1.52

 

1.10

 

Diluted earnings per share — pro forma

 

$

1.55

 

1.34

 

.97

 

 

F-12



 

The fair value of each option grant is estimated on the date of grant using the Black–Scholes option pricing model with the following assumptions used for grants:

 

 

 

2001

 

2000

 

1999

 

Dividend yield

 

.38

%

.48

%

.23

%

Volatility

 

51

%

51

%

47

%

Risk–free interest rates

 

3.6 — 5.4

%

5.1 — 6.4

%

5.1 — 5.9

%

Expected life (years) — stock option plans

 

5.2 — 8.5

 

5.6

 

5.5 - 7

 

Expected life (years) — stock purchase rights plan

 

1

 

1

 

1

 

Weighted average fair value of stock options granted during the year

 

$

25.36

 

$

19.61

 

$

17.55

 

Weighted average fair value of stock purchase rights

 

$

17.57

 

$

17.90

 

$

10.39

 

 

The following table summarizes information about fixed–price stock options outstanding at December 31, 2001:

 

Range of
exercise price

 

Number
outstanding

 

Weighted
average remaining
contractual life

 

Weighted average
exercise
price

 

Number
exercisable

 

Weighted
average
exercise price

 

$

3.19 —  7.75

 

1,156,115

 

3 years

 

$

5.42

 

1,156,115

 

$

5.42

 

$

12.54 — 21.94

 

1,286,797

 

5.5 years

 

$

18.12

 

755,847

 

$

17.07

 

$

27.50 — 32.09

 

888,300

 

7.3 years

 

$

32.00

 

16,000

 

$

29.25

 

$

37.90 — 47.50

 

850,200

 

8.3 years

 

$

38.05

 

32,000

 

$

41.38

 

$

47.90 — 63.85

 

1,152,850

 

9.3 years

 

$

50.11

 

32,000

 

$

63.85

 

$

3.19 — 63.85

 

5,334,262

 

6.5 years

 

$

27.77

 

1,991,962

 

$

11.55

 

 

F-13



 

D.                                    Basic and Diluted Earnings Per Share

 

The following table reconciles the numerator and the denominator of the basic and diluted per share computations for earnings per share in 2001, 2000 and 1999.

 

 

 

Net
earnings

 

Weighted
average
shares

 

Earnings
per share

 

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

97,243

 

52,079,752

 

$

1.87

 

Effect of dilutive potential common shares

 

 

2,790,918

 

 

Diluted earnings per share

 

$

97,243

 

54,870,670

 

$

1.77

 

 

 

 

 

 

 

 

 

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

83,035

 

51,152,620

 

$

1.62

 

Effect of dilutive potential common shares

 

 

3,526,398

 

 

Diluted earnings per share

 

$

83,035

 

54,679,018

 

$

1.52

 

 

 

 

 

 

 

 

 

1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

59,175

 

50,137,045

 

$

1.18

 

Effect of dilutive potential common shares

 

 

3,690,772

 

 

Diluted earnings per share

 

$

59,175

 

53,827,817

 

$

1.10

 

 

E.             Stock Purchase Plan

 

The Company’s 1988 Employee Stock Purchase Plan provides for 2,800,000 shares of the Company’s common stock to be reserved for issuance upon exercise of purchase rights granted to employees who elect to participate through regular payroll deductions beginning August 1 of each year.  The purchase rights are exercisable on July 31 of the following year at a price equal to the lesser of (1) 85% of the fair market value of the Company’s stock on July 31 or (2) 85% of the fair market value of the Company’s stock on the preceding August 1.  At December 31, 2001, 2000 and 1999, an aggregate of 2,544,167 shares, 2,373,253 shares, and 2,169,235 shares, respectively, had been issued under the plan, and at December 31, 2001, $4,337 had been withheld in connection with the plan year ending July 31, 2002.

 

NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company’s financial instruments, other than cash, consist primarily of cash equivalents, short-term investments, accounts receivable, short-term debt, accounts payable and accrued expenses, and stock purchase rights.  The fair values of these financial instruments, excluding stock purchase rights, approximate their carrying amounts based upon market interest rates or their short-term nature.  The fair value of the stock purchase rights, which have a carrying value of zero, has been determined using market prices for the related stock, and is approximately $610 as of December 31, 2001.

 

F-14



 

NOTE 6.  COMMITMENTS

 

A.            Leases

 

The Company occupies office and warehouse facilities under terms of operating leases expiring up to 2009.  Total rent expense for 2001, 2000 and 1999 was $24,323, $19,390 and $17,768, respectively.  At December 31, 2001, future minimum annual lease payments under all leases are as follows:

 

2002

 

$

26,422

2003

 

19,983

2004

 

13,291

2005

 

7,979

2006

 

3,484

Thereafter

 

7,149

 

 

$

78,308

 

B.            Employee Benefits

 

The Company has employee savings plans under which the Company provides a discretionary matching contribution.   In 2001, 2000, and 1999, the Company’s contributions under the plans were $2,937, $2,596, and $2,663, respectively.

 

C.            Other

 

At December 31, 2001, the Company had entered into an agreement to fund the completion of a third-party distribution center, for which the Company would be the exclusive tenant under a lease with a minimum term of 5 years and an option to renew for an additional 5 year period ending October 2011.  The Company had funded $10,200 of a total $15,300 commitment at December 31, 2001.  The Company’s requirement to pay the remainder of this commitment is contingent upon the performance of specific services on the part of the developer.

 

The amounts outstanding under this commitment will be accounted for as a long-term (10 year) note receivable, bearing interest at 6%.  The note provides for monthly interest-only payments until October 2011 when the outstanding balance is due.

 

NOTE 7.  CONTINGENCIES

 

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

 

F-15



 

NOTE 8.  BUSINESS SEGMENT INFORMATION

 

Financial information regarding the Company’s 2001, 2000, and 1999 operations by geographic area are as follows:

 

 

 

United States

 

Other North America

 

Far
East

 

Europe

 

Australia/ New Zealand

 

Latin America

 

Middle East

 

Elimi-nations

 

Consoli- dated

 

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

unaffiliated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

customers

 

$

413,706

 

41,830

 

862,435

 

226,309

 

13,554

 

20,974

 

73,825

 

 

1,652,633

 

Transfers between geographic areas

 

22,222

 

1,573

 

5,747

 

9,672

 

3,406

 

3,073

 

2,920

 

(48,613

)

 

Total revenues

 

$

435,928

 

43,403

 

868,182

 

235,981

 

16,960

 

24,047

 

76,745

 

(48,613

)

1,652,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

250,472

 

29,121

 

174,259

 

106,824

 

11,465

 

10,330

 

24,065

 

 

606,536

 

Operating income (loss)

 

$

41,466

 

4,506

 

70,546

 

19,793

 

2,555

 

(197

)

7,348

 

 

146,017

 

Identifiable assets at year end

 

$

403,550

 

21,244

 

112,627

 

118,170

 

11,101

 

8,027

 

20,412

 

(6,694

)

688,437

 

Capital expenditures

 

$

12,194

 

1,486

 

2,717

 

17,009

 

654

 

1,087

 

2,235

 

 

37,382

 

Depreciation and amortization

 

$

13,264

 

1,416

 

3,381

 

3,290

 

527

 

663

 

1,003

 

 

23,544

 

Equity

 

$

414,623

 

5,303

 

96,664

 

31,031

 

8,369

 

334

 

7,971

 

(149,672

)

414,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

unaffiliated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

customers

 

$

434,136

 

35,315

 

922,057

 

210,294

 

13,740

 

14,060

 

65,579

 

 

1,695,181

 

Transfers between geographic areas

 

22,437

 

1,255

 

3,866

 

9,649

 

3,235

 

2,772

 

3,025

 

(46,239

)

 

Total revenues

 

$

456,573

 

36,570

 

925,923

 

219,943

 

16,975

 

16,832

 

68,604

 

(46,239

)

1,695,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

241,844

 

24,172

 

138,671

 

103,725

 

11,289

 

8,331

 

20,323

 

 

548,355

 

Operating income

 

$

38,569

 

3,210

 

53,595

 

23,682

 

2,321

 

1,422

 

4,725

 

 

127,524

 

Identifiable assets at year end

 

$

352,737

 

21,215

 

119,056

 

115,631

 

11,040

 

9,531

 

19,676

 

12,854

 

661,740

 

Capital expenditures

 

$

13,075

 

1,925

 

3,591

 

3,876

 

550

 

1,037

 

1,528

 

 

25,582

 

Depreciation and amortization

 

$

12,529

 

1,106

 

3,712

 

3,187

 

542

 

342

 

1,063

 

 

22,481

 

Equity

 

$

361,784

 

4,582

 

98,713

 

31,371

 

7,117

 

897

 

5,997

 

(148,677

)

361,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

unaffiliated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

customers

 

$

358,454

 

21,407

 

821,977

 

175,794

 

12,995

 

8,224

 

45,724

 

 

1,444,575

 

Transfers between geographic areas

 

18,150

 

1,049

 

3,347

 

7,364

 

3,227

 

2,001

 

1,950

 

(37,088

)

 

Total revenues

 

$

376,604

 

22,456

 

825,324

 

183,158

 

16,222

 

10,225

 

47,674

 

(37,088

)

1,444,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

206,198

 

14,699

 

101,790

 

89,043

 

10,974

 

4,983

 

14,799

 

 

442,486

 

Operating income

 

$

29,647

 

2,279

 

38,879

 

17,535

 

2,127

 

442

 

2,414

 

 

93,323

 

Identifiable assets at year end

 

$

273,391

 

14,280

 

94,652

 

98,030

 

9,183

 

7,587

 

17,288

 

21,050

 

535,461

 

Capital expenditures

 

$

14,109

 

1,347

 

3,740

 

3,733

 

693

 

272

 

2,688

 

 

26,582

 

Depreciation and amortization

 

$

11,511

 

618

 

3,429

 

3,302

 

614

 

251

 

1,094

 

 

20,819

 

Equity

 

$

282,385

 

2,814

 

81,956

 

24,888

 

6,558

 

(179

)

2,931

 

(118,968

)

282,385

 

 

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

 

No single country outside the United States represented more than 10% of the Company’s total revenue in any period presented with the exception of Hong Kong which represented 12%, 14% and 19% and Taiwan which represented 12%, 13% and 13% in 2001, 2000 and 1999, respectively.  No single country outside of the United States represented more than 10% of the Company’s total identifiable assets in any period presented.

 

F-16



 

NOTE 9. QUARTERLY RESULTS (UNAUDITED)

 

 

 

1st

 

2nd

 

3rd

 

4th

 

2001

 

 

 

 

 

 

 

 

 

Revenues

 

$

405,281

 

390,679

 

427,088

 

429,585

 

Net revenues

 

145,686

 

147,767

 

157,819

 

155,264

 

Net earnings

 

21,158

 

21,599

 

27,369

 

27,117

 

Basic earnings per share

 

.41

 

.41

 

.52

 

.53

 

Diluted earnings per share

 

.38

 

.39

 

.50

 

.50

 

 

 

 

 

 

 

 

 

 

 

2000

 

 

 

 

 

 

 

 

 

Revenues

 

$

349,044

 

404,496

 

475,363

 

466,278

 

Net revenues

 

115,472

 

128,114

 

151,325

 

153,444

 

Net earnings

 

13,356

 

18,099

 

25,642

 

25,938

 

Basic earnings per share

 

.26

 

.35

 

.50

 

.50

 

Diluted earnings per share

 

.25

 

.33

 

.47

 

.47

 

 

Net revenues are determined by deducting freight consolidation costs from total revenues.  The sum of quarterly per share data may not equal the per share total reported for the year.

 

F-17



 

SCHEDULE II

 

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

 

VALUATION AND QUALIFYING ACCOUNTS

 

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

 

 

 

 

 

Additions

 

 

 

 

 

Description

 

Balance at beginning
of year

 

Charged to costs  and expenses

 

Other

 

Deductions
write-offs

 

Balance
at end
of year

 

(in thousands)

 

allowance for

doubtful accounts

receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2001

 

$

11,825

 

$

297

 

$

 

$

1,712

 

$

10,410

 

 

 

 

 

 

 

 

 

 

 

 

 

2000

 

$

10,266

 

$

4,043

 

$

 

$

2,484

 

$

11,825

 

 

 

 

 

 

 

 

 

 

 

 

 

1999

 

$

8,198

 

$

2,966

 

$

 

$

898

 

$

10,266

 

 

S-1



 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C.

 


 

ANNUAL REPORT

 

ON

 

FORM 10-K

 

FOR FISCAL YEAR ENDED

 

DECEMBER 31, 2001

 


EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

 

EXHIBITS

 


 

INDEX TO EXHIBITS

 

 

 

 

Exhibit

 

 

Number

 

Description

 

 

 

21.1

 

Subsidiaries of the Registrant.

 

 

 

23.1

 

Consent of Independent Certified Public Accountants.