Expeditors International of Washington(EXPD) - 2025 Q2 - Quarterly Report

Filing Information Form 10-Q Details This section details the Form 10-Q filing for Expeditors International, including its large accelerated filer status and common shares outstanding for Q2 2025 - Report is a Quarterly Report on Form 10-Q for the period ended June 30, 2025[2] - Registrant is Expeditors International of Washington, Inc. (Commission File Number: 001-41871)[2] - The company is a large accelerated filer[3][4] Common Stock Information | Metric | Value | |:---|:---| | Trading Symbol | EXPD | | Exchange | New York Stock Exchange | | Shares Outstanding (as of Aug 4, 2025) | 135,718,520 | PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including Balance Sheets, Earnings, Comprehensive Income, Cash Flows, and Equity Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (June 30, 2025 vs. Dec 31, 2024) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | |:---|:---|:---|\n| Assets: | | |\n| Cash and cash equivalents | $1,156,162 | $1,148,320 |\n| Accounts receivable, less allowance for credit loss | $2,005,094 | $1,997,840 |\n| Total current assets | $3,651,576 | $3,659,775 |\n| Total assets | $4,786,481 | $4,754,458 |\n| Liabilities: | | |\n| Accounts payable | $1,118,283 | $1,036,749 |\n| Total current liabilities | $2,116,274 | $2,066,473 |\n| Equity: | | |\n| Total shareholders' equity | $2,195,354 | $2,223,012 |\n| Total liabilities and equity | $4,786,481 | $4,754,458 | Condensed Consolidated Statements of Earnings Condensed Consolidated Statements of Earnings (Three Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Total revenues | $2,651,885 | $2,439,001 | 8.7% |\n| Total operating expenses | $2,404,149 | $2,215,082 | 8.5% |\n| Operating income | $247,736 | $223,919 | 10.6% |\n| Net earnings attributable to shareholders | $183,574 | $175,469 | 4.6% |\n| Diluted earnings attributable to shareholders per share | $1.34 | $1.24 | 8.1% | Condensed Consolidated Statements of Earnings (Six Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Total revenues | $5,318,304 | $4,645,679 | 14.5% |\n| Total operating expenses | $4,804,710 | $4,206,984 | 14.2% |\n| Operating income | $513,594 | $438,695 | 17.1% |\n| Net earnings attributable to shareholders | $387,369 | $344,621 | 12.4% |\n| Diluted earnings attributable to shareholders per share | $2.82 | $2.41 | 17.0% | Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Three Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change | |:---|:---|:---|:---|\n| Net earnings | $183,919 | $175,151 | 5.0% |\n| Foreign currency translation adjustments, net of tax | $33,396 | $(10,862) | N/A |\n| Comprehensive income attributable to shareholders | $217,098 | $164,486 | 32.0% | Condensed Consolidated Statements of Comprehensive Income (Six Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change | |:---|:---|:---|:---|\n| Net earnings | $388,018 | $345,551 | 12.3% |\n| Foreign currency translation adjustments, net of tax | $47,079 | $(26,387) | N/A |\n| Comprehensive income attributable to shareholders | $434,594 | $318,221 | 36.6% | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Three Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change | |:---|:---|:---|:---|\n| Net cash from operating activities | $179,212 | $126,769 | 41.4% |\n| Net cash from investing activities | $(15,851) | $(7,877) | 101.2% |\n| Net cash from financing activities | $(339,875) | $(207,393) | 63.9% |\n| Change in cash and cash equivalents | $(162,358) | $(98,603) | 64.7% |\n| Cash and cash equivalents at end of period | $1,156,162 | $1,271,853 | -9.1% | Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change | |:---|:---|:---|:---|\n| Net cash from operating activities | $521,834 | $383,673 | 36.0% |\n| Net cash from investing activities | $(28,847) | $(17,961) | 60.6% |\n| Net cash from financing activities | $(505,846) | $(582,315) | -13.2% |\n| Change in cash and cash equivalents | $7,842 | $(241,030) | N/A |\n| Cash and cash equivalents at end of period | $1,156,162 | $1,271,853 | -9.1% | Condensed Consolidated Statements of Equity Total Shareholders' Equity (June 30, 2025 vs. Dec 31, 2024) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | |:---|:---|:---|\n| Total Shareholders' Equity, Beginning of Period (Six Months) | $2,223,012 | $2,390,350 |\n| Net earnings | $387,369 | $344,621 |\n| Shares repurchased (six months) | $(357,221) | $(436,184) |\n| Dividend and dividend equivalents paid (six months) | $(105,002) | $(103,665) |\n| Total Shareholders' Equity, End of Period | $2,195,354 | $2,223,012 | Common Shares Outstanding (Six Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | |:---|:---|:---|\n| Beginning of period | 138,003 | 143,866 |\n| Shares issued under employee stock plans, net | 643 | 642 |\n| Shares repurchased under provisions of stock repurchase plan | (3,512) | (3,875) |\n| End of period | 135,134 | 140,633 | Notes to Condensed Consolidated Financial Statements Note 1. Summary of Significant Accounting Policies This note outlines significant accounting policies, including basis of presentation, revenue recognition, and recent accounting pronouncements - The Company is a non-asset based provider of global logistics services, operating through a worldwide network[22] - Revenue is primarily derived from airfreight, ocean freight, and customs brokerage and other services, generally recognized over time as services are rendered[25][26] - The Company adopted new improvements to reportable segment disclosures retrospectively for 2024, requiring interim disclosures of segment profit/loss and assets, and significant segment expenses[32] - New ASUs on income tax disclosures (effective Jan 1, 2025) and disaggregation of income statement expenses (effective Jan 1, 2027) are expected to impact disclosures only, not financial statements[33][34] Note 2. Share-Based Compensation This note details share-based compensation plans, including RSUs and PSUs, and their expense recognition Share-Based Awards Granted (Second Quarter) | Award Type | 2025 | 2024 | |:---|:---|:---|\n| Restricted Stock Units (RSUs) | 380 | 334 |\n| Weighted-average fair value (RSUs) | $106.18 | $114.90 |\n| Performance Stock Units (PSUs) | 94 | 78 | - RSUs vest annually over 3 years based on continued employment; PSUs have performance conditions measured in 2025, 2026, and 2027, with an adjustment factor of 0.5 to 2 times the target grant[36][37] - Stock compensation expense is recognized on a straight-line basis over service periods, or immediately for retirement-eligible employees[39] Note 3. Taxes This note discusses income tax framework, the 2025 Tax Act, tax contingencies, and the effective income tax rate - The 2025 Tax Act, enacted July 4, 2025, includes corporate tax changes like restoring full expensing of R&D costs and immediate deductibility of capital expenditures; the company does not expect a material impact on 2025 consolidated tax expense and cash flows[41][100] - The consolidated effective income tax rate increased to 28.7% (Q2 2025) and 27.3% (H1 2025) from 25.8% (Q2 2024) and 26.3% (H1 2024), primarily due to higher foreign tax expense from currency exchange rates and non-deductible expenses[45][99] - The company is defending its position vigorously against the Indian tax authority's assertions of additional income tax and service tax, believing them to be without merit[42][132] Note 4. Basic and Diluted Earnings per Share This note reconciles basic and diluted earnings per share, detailing weighted-average shares and dilutive awards Basic and Diluted EPS (Three Months Ended June 30) | Metric | 2025 | 2024 | |:---|:---|:---|\n| Net earnings attributable to shareholders | $183,574 | $175,469 |\n| Weighted-average basic shares outstanding | 136,266 | 141,013 |\n| Effect of dilutive share-based awards | 365 | 703 |\n| Weighted-average diluted shares | 136,631 | 141,716 |\n| Basic earnings attributable to shareholders per share | $1.35 | $1.24 |\n| Diluted earnings attributable to shareholders per share | $1.34 | $1.24 | Basic and Diluted EPS (Six Months Ended June 30) | Metric | 2025 | 2024 | |:---|:---|:---|\n| Net earnings attributable to shareholders | $387,369 | $344,621 |\n| Weighted-average basic shares outstanding | 137,045 | 142,104 |\n| Effect of dilutive share-based awards | 492 | 824 |\n| Weighted-average diluted shares | 137,537 | 142,928 |\n| Basic earnings attributable to shareholders per share | $2.83 | $2.43 |\n| Diluted earnings attributable to shareholders per share | $2.82 | $2.41 | Note 5. Shareholders' Equity This note details changes in shareholders' equity, including stock repurchases and dividend declarations - The Board of Directors authorized a Discretionary Stock Repurchase Plan to reduce outstanding common stock down to 130,000 shares, with no expiration date[49][137] Common Stock Repurchases (Six Months Ended June 30) | Period | Shares Repurchased (thousands) | Average Price Per Share | |:---|:---|:---|\n| 2025 | 3,512 | $114.31 |\n| 2024 | 3,875 | $119.43 | Semi-Annual Dividends Declared | Declaration Date | Payable Date | Record Date | Dividend Per Share | |:---|:---|:---|:---|\n| May 6, 2025 | June 16, 2025 | June 2, 2025 | $0.77 |\n| May 6, 2024 | June 17, 2024 | June 3, 2024 | $0.73 | Note 6. Fair Value of Financial Instruments This note describes the fair value of financial instruments, primarily cash and cash equivalents - The carrying value of financial instruments (cash equivalents, accounts receivable, accounts payable, accrued expenses) approximates their fair value[51] Cash and Cash Equivalents (in thousands) | Category | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | |:---|:---|:---|\n| Cash and overnight deposits | $585,024 | $623,561 |\n| Corporate commercial paper | $499,787 | $498,742 |\n| Time deposits and money market funds | $71,662 | $26,574 |\n| Total | $1,156,473 | $1,148,877 | - Fair value of corporate commercial paper and time deposits is based on Level 2 fair value measurement (market interest rates for identical or similar assets)[52] Note 7. Contingencies This note addresses claims, lawsuits, investigations, and tax audits, with no material effect expected on financials - The company is involved in claims, lawsuits, government investigations, and tax audits, but management does not expect a material effect on operations, cash flows, or financial position[53][127] - The company is currently unable to estimate any additional loss or range of reasonably possible losses beyond recorded amounts for these matters[53][127] Note 8. Business Segment Information This note provides financial information by geographic operating segment, with CODM using operating income for performance assessment - The company is organized into geographic operating segments: Americas; North Asia; South Asia; Europe; and Middle East, Africa and India (MAIR)[54][65] - Operating income is the primary measure used by the CODM to review financial performance and determine segment manager compensation, which is closely linked to operating unit profitability[54][66] Geographic Segment Revenues (Three Months Ended June 30, 2025, in thousands) | Segment | Revenues | |:---|:---|\n| United States | $877,325 |\n| North Asia | $636,785 |\n| Europe | $449,712 |\n| South Asia | $359,531 |\n| Middle East, Africa and India | $155,458 |\n| Other North America | $108,128 |\n| Latin America | $66,904 |\n| Consolidated Total | $2,651,885 | Geographic Segment Operating Income (Three Months Ended June 30, 2025, in thousands) | Segment | Operating Income | |:---|:---|\n| United States | $125,094 |\n| North Asia | $55,866 |\n| South Asia | $25,492 |\n| Europe | $25,043 |\n| Middle East, Africa and India | $7,283 |\n| Latin America | $5,184 |\n| Other North America | $3,769 |\n| Consolidated Total | $247,736 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of financial condition and results, covering services, Q2 2025 summary, trends, and liquidity Overview Expeditors provides global logistics services, including air/ocean freight, customs brokerage, and supply chain solutions - Expeditors provides global logistics services including air/ocean freight, customs brokerage, warehousing, and supply chain solutions, operating as a non-asset based carrier[60] - Revenues are primarily from airfreight, ocean freight, and customs brokerage, driven by volume, sell rates, and buy rates[61] - The company manages its operations across geographic areas: Americas; North Asia; South Asia; Europe; and Middle East, Africa and India (MAIR)[65] Summary of Second Quarter 2025 Strong demand, driven by anticipated tariffs, led to increased volumes and rate volatility across all services in Q2 2025 - Strong demand for all services, partly due to U.S. importers managing shipments in anticipation of higher trade tariffs, led to increased volumes and rate volatility[67] Key Performance Indicators (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change | |:---|:---|:---|:---|\n| Ocean containers shipped | Up 7% | N/A | N/A |\n| Airfreight tonnage | Up 7% | N/A | N/A |\n| Operating income | Up 11% | N/A | N/A |\n| Net earnings to shareholders | Up 5% | N/A | N/A |\n| Cash from operating activities | $179 million | $127 million | Up $52 million |\n| Shareholder returns (repurchases & dividends) | $335 million | N/A | N/A | - Growing complexity in customs brokerage due to the dynamic trade environment resulted in high demand and increased resources for brokerage services[67] Industry Trends, Trade Conditions and Competition International trade is influenced by economic/political conditions, currency, tariffs, and restrictions, with the U.S. imposing higher tariffs - International trade is influenced by economic/political conditions, currency exchange rates, tariffs, and trade restrictions, with the U.S. implementing significantly higher tariffs on imports, especially from China[68] - The 'de minimis exemption' for low-value goods from China and Hong Kong was terminated on May 2, 2025, adding complexity to customs declarations[68] - The global economic and trade environments remain highly uncertain due to inflation, oil price volatility, high interest rates, and geopolitical conflicts, leading to potential declines in average sell and buy rates if demand softens and capacity increases[71] Seasonality Operating results are historically subject to seasonal demand trends, with Q1 weakest and Q3/Q4 strongest, though future patterns are uncertain - Historically, operating results are subject to seasonal demand trends, with the first quarter being the weakest and the third and fourth quarters being the strongest, though future patterns are uncertain due to economic conditions[72] - Revenues are largely impacted by factors outside the company's control, such as consumer demand, trade tariffs, product launches, and supply chain disruptions[73] Critical Accounting Estimates Financial statement preparation requires management estimates and judgments based on historical experience and assumptions - The preparation of financial statements requires management to make estimates and judgments, which are based on historical experience and reasonable assumptions[75] - Critical accounting estimates are consistent with those disclosed in the company's 2024 Form 10-K[75] Results of Operations Airfreight Services Airfreight services saw significant revenue and expense growth, driven by increased tonnage and higher rates from technology customers and tariff-driven front-loading Airfreight Services Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Revenues | $951,787 | $860,323 | 11% |\n| Expenses | $698,402 | $645,168 | 8% |\n| Tonnage | Up 7% | N/A | N/A |\n| Average sell rates | Up 4% | N/A | N/A |\n| Average buy rates | Up 3% | N/A | N/A | Airfreight Services Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Revenues | $1,853,547 | $1,619,697 | 14% |\n| Expenses | $1,346,896 | $1,182,759 | 14% |\n| Tonnage | Up 8% | N/A | N/A |\n| Average sell rates | Up 7% | N/A | N/A |\n| Average buy rates | Up 7% | N/A | N/A | - Tonnage increased due to higher market demand, primarily from technology customers, and shippers accelerating orders in anticipation of higher tariffs[80] - Average sell and buy rates increased on exports from South Asia and Europe due to elevated demand and limited capacity, and from North Asia and MAIR due to strong Q1 demand ahead of tariff changes[81] Ocean Freight and Ocean Services Ocean freight services showed mixed performance, with strong H1 growth from South Asia but Q2 declines in North Asia due to softening demand and capacity Ocean Freight & Services Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Revenues | $675,782 | $651,675 | 4% |\n| Expenses | $483,475 | $478,121 | 1% |\n| Ocean containers shipped | Up 7% | N/A | N/A |\n| Average sell rates | Down 6% | N/A | N/A |\n| Average buy rates | Down 9% | N/A | N/A | Ocean Freight & Services Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Revenues | $1,457,447 | $1,222,461 | 19% |\n| Expenses | $1,057,376 | $892,104 | 19% |\n| Ocean containers shipped | Up 8% | N/A | N/A |\n| Average sell rates | Up 15% | N/A | N/A |\n| Average buy rates | Up 13% | N/A | N/A | - South Asia ocean freight revenues increased 26% (Q2) and 46% (H1) due to a 27% (Q2) and 23% (H1) increase in containers shipped, driven by shippers managing tariffs and sourcing relocation[85] - North Asia ocean freight revenues decreased 8% in Q2 2025 due to declining containers shipped and average rates, following strong Q1 front-loading of shipments[86] Customs Brokerage and Other Services Customs brokerage and other services saw revenue and expense increases, driven by higher shipment volumes into North America and Europe due to tariff anticipation Customs Brokerage & Other Services Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Revenues | $1,024,316 | $927,003 | 10% |\n| Expenses | $571,480 | $516,119 | 11% | Customs Brokerage & Other Services Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Revenues | $2,007,310 | $1,803,521 | 11% |\n| Expenses | $1,125,760 | $997,825 | 13% | - Increases were driven by higher shipment volumes, particularly into North America and Europe, due to shippers front-loading deliveries in anticipation of higher tariffs[89][91] - The dynamic and complex trade environment increases demand for knowledgeable customs brokers with sophisticated systems[92] Overhead Expenses Overhead expenses increased due to higher salaries, incentive compensation, increased headcount in operations and IT, and technology-related costs Overhead Expenses Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Salaries and related costs | $471,336 | $426,431 | 11% |\n| Other overhead expenses | $179,456 | $149,243 | 20% |\n| Total overhead expenses | $650,792 | $575,674 | 13% | Overhead Expenses Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | Change (%) | |:---|:---|:---|:---|\n| Salaries and related costs | $929,273 | $839,593 | 11% |\n| Other overhead expenses | $345,405 | $294,703 | 17% |\n| Total overhead expenses | $1,274,678 | $1,134,296 | 12% | - Salaries and related costs increased due to higher salaries, benefits, and incentive compensation from improved operating results, with headcount increasing 6% in operations and IT[93] - Other overhead expenses increased due to technology-related expenses, consulting, higher rental and occupancy, and indirect taxes[97] Income Tax Expense This section details income tax expense, including the effective tax rate and the expected impact of the 2025 Tax Act Consolidated Effective Income Tax Rate | Period | 2025 | 2024 | |:---|:---|:---|\n| Three months ended June 30 | 28.7% | 25.8% |\n| Six months ended June 30 | 27.3% | 26.3% | - The increase in effective tax rate is principally from higher foreign tax expense driven by changes in foreign currency exchange rates and certain non-deductible expenses[99] - The 2025 Tax Act, enacted July 4, 2025, is being evaluated but is not expected to have a material impact on consolidated tax expense and cash flows for 2025[100] Currency and Other Risk Factors The company is exposed to foreign exchange risk from worldwide operations, resulting in net foreign currency transactional losses in 2025 - The company is exposed to foreign exchange risk due to worldwide operations in multiple currencies, with net foreign currency transactional losses of $12 million (Q2 2025) and $17 million (H1 2025), compared to gains in 2024[101][117] - Rising inflation has led to increased labor costs, service provider rates, and rent/occupancy expenses, which may erode margins if price increases cannot offset them[102] - Uncertainty in future regulatory requirements and oil prices could impact buy rates; inability to pass on fuel price increases to customers could adversely affect our operating income[103] Liquidity and Capital Resources This section discusses liquidity and capital resources, including cash flows from operating, investing, and financing activities and working capital Net Cash Provided by Operating Activities | Period | 2025 (in millions) | 2024 (in millions) | Change (in millions) | |:---|:---|:---|:---|\n| Three months ended June 30 | $179 | $127 | $52 |\n| Six months ended June 30 | $522 | $384 | $138 | - Working capital was $1,535 million at June 30, 2025, including $1,156 million in cash and cash equivalents; management believes current cash and operating cash flows are sufficient for future capital and liquidity needs[104] - Cash used in investing activities increased to $16 million (Q2) and $29 million (H1) in 2025, primarily for capital expenditures, estimated at $60 million for the full year 2025[108] - Cash used in financing activities was $340 million (Q2) and $506 million (H1) in 2025, primarily for common stock repurchases (2.0 million shares in Q2, 3.5 million shares in H1) and dividends[109] - Foreign subsidiaries held $541 million in cash and cash equivalents at June 30, 2025, with earnings not considered indefinitely reinvested outside the U.S[113] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to market risks, specifically foreign exchange and interest rate risks, and their management Foreign Exchange Risk The company is exposed to foreign exchange risk from multi-currency operations, with a hypothetical 10% USD weakening increasing operating income by $30 million - Principal foreign exchange risks include Chinese Yuan, Indian Rupee, Euro, Mexican Peso, Canadian Dollar, British Pound, and Vietnamese Dong[114] - A 10% weakening of the U.S. dollar would raise operating income by approximately $30 million, while a 10% strengthening would reduce it by $24 million for the six months ended June 30, 2025[116] - The company manages foreign exchange risk by accelerating international currency settlements for intercompany billings, rather than using derivative financial instruments[117] Interest Rate Risk Interest rate risk is minimal due to no long-term debt and limited impact from hypothetical rate changes on cash and equivalents - At June 30, 2025, the company had $1,156 million in cash and cash equivalents, with $571 million invested at short-term market interest rates[118] - A hypothetical 10 basis point change in interest rates would not significantly impact earnings, and there has been no material change in interest rate risk exposure in Q2 2025[118] - The company had no long-term debt at June 30, 2025[118] Item 4. Controls and Procedures This section addresses the effectiveness of disclosure controls and internal control, identifying material weaknesses in IT general controls and remediation efforts Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting related to unauthorized IT access - Disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting[119] - Material weaknesses stemmed from ineffective controls to review and authorize access and direct changes to key operational and accounting systems, and lack of specific training for personnel in IT general controls[120] - Despite weaknesses, management performed additional analysis and procedures, believing the consolidated financial statements fairly present financial position, results of operations, and cash flows in accordance with U.S. GAAP[121] Remediation The company is actively remediating identified material weaknesses through personnel, software, and training, though completion timeline is uncertain - Management is actively remediating material weaknesses by hiring qualified personnel, implementing third-party software, developing training programs, and creating management action plans[122][125] - Remediation completion is uncertain due to complexities of legacy systems and time needed for full implementation of third-party solutions[122] - The Audit Committee provides oversight, receiving monthly reports and formal presentations on remediation efforts[123] Changes in Internal Controls No material changes in internal control over financial reporting occurred, aside from ongoing remediation efforts for identified weaknesses - Except for ongoing remediation efforts related to the identified material weaknesses, there were no other material changes in internal control over financial reporting during the most recent fiscal quarter[124] PART II. OTHER INFORMATION Item 1. Legal Proceedings This section discloses legal and tax proceedings, with management expecting no material effect on operations, cash flows, or financial position - The company is involved in various claims, lawsuits, government investigations, and tax audits in the ordinary course of business[127] - Management, based on legal and tax advice, believes none of these matters are expected to have a material effect on operations, cash flows, or financial position[127] - The company is currently unable to estimate any additional loss or range of reasonably possible losses beyond recorded amounts[127] Item 1A. Risk Factors This section updates risk factors, focusing on volatile international trade, tariffs, geopolitical issues, and complex government regulation and tax laws Industry Risks The volatile international trade environment, marked by disputes, trade actions, and increased tariffs, poses significant risks to business and operating results - The current volatile international trade environment, including increased U.S. tariffs on imports (especially from China) and retaliatory actions, may adversely impact business and operating results[129] - Expeditors is particularly exposed to trade volume impacts from U.S.-China tariff disputes, as 22% of 2024 revenues and 17% of operating income were from exports from China and Hong Kong[129] - Uncertainty and changes to trade volumes could lead to volatility in available capacity and average buy/sell rates, and increased complexity in customs regulations may require additional resources[129] Government Regulation and Tax Risks The company faces risks from complex and changing tax laws, including Pillar Two and the 2025 Tax Act, and adverse tax audit determinations - The company is subject to complex and changing tax laws in numerous jurisdictions, including the U.S. (2025 Tax Act) and international initiatives like Pillar Two, which could impact its effective tax rate and liabilities[130] - The Indian tax authority (ITA) has asserted additional tax related to transfer pricing and service tax, which the company is vigorously defending, but an adverse resolution could result in significant additional tax expense[132] - The timing of tax audit resolutions is highly uncertain, and ultimate payments may differ significantly from recorded amounts; changes in tax laws or interpretations could increase tax liabilities or volatility in the effective tax rate[131][133] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities This section details common stock repurchase activities during Q2 2025 under the Discretionary Stock Repurchase Plan Issuer Purchases of Equity Securities (April 1 - June 30, 2025) | Period | Total Shares Purchased (thousands) | Average Price Paid Per Share | |:---|:---|:---|\n| May 1-31, 2025 | 2,000 | $112.05 |\n| Total (Q2 2025) | 2,000 | $112.05 | - The Board of Directors authorized a Discretionary Stock Repurchase Plan to reduce outstanding common stock down to 130 million shares, with no expiration date[137] - As of June 30, 2025, 5,134 thousand shares may yet be purchased under the plan[135] Item 3. Defaults Upon Senior Securities No defaults upon senior securities are reported for the period - Not applicable[138] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company's operations - Not applicable[139] Item 5. Other Information No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the reported quarter - No director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025[140] Item 6. Exhibits This section lists the exhibits filed as part of the Form 10-Q, including CEO/CFO certifications and XBRL documents Key Exhibits | Exhibit Number | Description | |:---|:---|\n| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |\n| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |\n| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |\n| 104 | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL. | SIGNATURES This section contains the official signatures of the President, CEO, and CFO, certifying the report - The report was signed on August 7, 2025, by Daniel R. Wall, President, Chief Executive Officer and Director, and Bradley S. Powell, Senior Vice President and Chief Financial Officer[144][145]