Revenue Performance - Revenues declined 4% due to a significant drop in ocean services, with ocean freight and other services decreasing by 27%[61] - Customs brokerage and other services revenues increased by 13%, while airfreight services revenues grew by 3%[61] - Airfreight services revenues increased by 3% to $1,020,258, while expenses rose by 4% to $766,783 for the three months ended September 30, 2025, compared to the same period in 2024[72] - Ocean freight services revenues decreased by 27% to $746,120, and expenses decreased by 31% to $542,304 for the three months ended September 30, 2025, compared to the same period in 2024[77] - Customs brokerage and other services revenues increased by 13% to $1,128,373, with expenses rising by 11% to $630,570 for the three months ended September 30, 2025, compared to the same period in 2024[84] - Ocean freight consolidation revenues decreased by 35% for the three months ended September 30, 2025, primarily due to a 33% decrease in average sell rates[78] - North Asia ocean freight revenues decreased by 43% for the three months ended September 30, 2025, driven by lower volumes and average rates[79] Operating Income and Earnings - Operating income decreased by 4% and net earnings to shareholders decreased by 3% compared to Q3 2024[61] - Operating income for the three months ended September 30, 2025, was $288,042, a decrease of 4% compared to $301,524 in the same period in 2024[72] - Net earnings attributable to shareholders decreased by 3% to $222,256 for the three months ended September 30, 2025, compared to $229,574 in the same period in 2024[72] - Earnings per share increased by 1% to $1.64, with cash from operating activities rising to $201 million from $90 million in Q3 2024[61] Costs and Expenses - Salaries and related costs increased by 9% to $490,437 for the three months ended September 30, 2025, primarily due to a 7% increase in headcount[88] - Other overhead expenses increased by 14% to $176,615 for the three months ended September 30, 2025, driven by technology-related expenses and higher rental costs[92] Cash Flow and Capital Expenditures - Net cash provided by operating activities for Q3 2025 was $201 million, up from $90 million in Q3 2024, and for the nine months ended September 30, 2025, it was $723 million compared to $474 million in the same period in 2024, reflecting an increase of $111 million and $249 million respectively due to changes in working capital[99] - Cash used in investing activities for Q3 2025 was $10 million, compared to $13 million in Q3 2024, and for the nine months ended September 30, 2025, it was $39 million versus $30 million in the same period in 2024, primarily for capital expenditures[103] - Cash used in financing activities during Q3 2025 was $150 million, compared to $76 million in Q3 2024, and for the nine months ended September 30, 2025, it was $655 million versus $659 million in the same period in 2024[104] - Total anticipated capital expenditures for 2025 are estimated to be approximately $60 million, including routine capital expenditures, leasehold and building improvements, and investments in technology[103] Tax and Currency Impact - The effective income tax rate decreased to 25.2% for the three months ended September 30, 2025, compared to 26.4% in the same period in 2024[94] - An average 10% weakening of the U.S. dollar would have raised operating income by approximately $46 million for the nine months ended September 30, 2025[113] - Net foreign currency transactional losses for Q3 2025 were approximately $3 million, a decrease from $11 million in Q3 2024, while for the nine months ended September 30, 2025, losses were approximately $20 million compared to gains of less than $1 million in the same period in 2024[114] Trade Environment and Regulatory Changes - The U.S. government has imposed significantly higher tariffs on imports, affecting trade dynamics and creating an unpredictable environment[62] - The termination of the "de minimis" exemption for goods made in China and Hong Kong has added complexity to customs declarations[62] - High demand for customs brokerage services has resulted in increased revenues from customs declaration fees due to a dynamic trade environment[61] - The global economic environment remains uncertain, with inflation, high interest rates, and geopolitical conflicts impacting trade[65] - Seasonal demand trends indicate that the first quarter is typically the weakest, while the third and fourth quarters are the strongest[66] Financial Position - As of September 30, 2025, working capital was $1,627 million, including cash and cash equivalents of $1,190 million, with no long-term obligations or debt other than recorded lease liabilities[99] - At September 30, 2025, borrowings under international unsecured bank lines of credit were $36 million, with contingent liabilities of $80 million from standby letters of credit and guarantees[107] - The company had approximately $132 million of net unsettled intercompany transactions as of September 30, 2025, with the majority resolved within 30 days[114] - The company had fixed lease payment obligations of $724 million as of September 30, 2025, with $143 million payable within 12 months[108]

Core Viewpoint - Expeditors International of Washington, Inc. has declared a semi-annual cash dividend of $0.77 per share, payable on December 15, 2025, to shareholders of record as of December 1, 2025 [1] Financial Performance - For the third quarter of 2025, diluted net earnings attributable to shareholders per share (EPS) increased by 1% to $1.64, while net earnings attributable to shareholders decreased by 3% to $222 million [6] - Operating income for the third quarter of 2025 decreased by 4% to $288 million, and revenues also decreased by 4% to $2.9 billion [6] - In contrast, airfreight tonnage increased by 4% during the same period [6] - For the second quarter of 2025, EPS increased by 8% to $1.34, with net earnings attributable to shareholders rising by 5% to $184 million [8] - Operating income for the second quarter increased by 11% to $248 million, and revenues increased by 9% to $2.7 billion [8] Company Overview - Expeditors is a global logistics company headquartered in Bellevue, Washington, employing trained professionals across 172 district offices and various branch locations on six continents [2] - The company offers a range of services including air and ocean freight consolidation, customs brokerage, vendor consolidation, cargo insurance, time-definite transportation, order management, warehousing, distribution, and customized logistics solutions [2] Leadership Changes - David A. Hackett has been appointed as Senior Vice President and Chief Financial Officer, effective October 1, 2025, following the retirement of the current CFO, Bradley S. Powell [7]

Financial Performance - Q3 2025 diluted earnings per share (EPS) increased by 1% to $1.64 compared to Q3 2024[6] - Net earnings attributable to shareholders decreased by 3% to $222 million, while operating income also decreased by 4% to $288 million[6] - Revenues for Q3 2025 decreased by 4% to $2.9 billion, but year-to-date revenues increased by 7% to $8.2 billion[6][13] - Total revenues for Q3 2025 were $2,894,751, a decrease of 3.5% compared to $3,000,131 in Q3 2024[21] - Operating income for Q3 2025 was $288,042, a decrease of 4.5% from $301,524 in Q3 2024[21] - Net earnings attributable to shareholders for Q3 2025 were $222,256, down 3.4% from $229,574 in Q3 2024[21] - Diluted earnings per share for Q3 2025 was $1.64, slightly up from $1.63 in Q3 2024[21] - For the nine months ended September 30, 2025, revenues amounted to $8,213,055, compared to $7,645,810 for the same period in 2024, reflecting an increase of approximately 7.4%[25] - Operating income for the nine months ended September 30, 2025, was $801,636, up from $740,219 in the same period of 2024, indicating a growth of about 8.3%[25] Shareholder Returns - Cash returned to shareholders through share repurchases was $212 million, totaling $725 million for the year-to-date period[6][9] - The company repurchased 1.8 million shares at an average price of $119.65 during Q3 2025[15] - The company repurchased common stock amounting to $212,294 in Q3 2025, compared to $140,031 in Q3 2024[23] Operating Expenses - The company experienced a 10% increase in salaries and other operating expenses year-to-date, totaling $1.94 billion[13] - Salaries and related costs for the three months ended September 30, 2025, were $490,437, compared to $450,308 in the same period of 2024, representing an increase of approximately 8.9%[25] - The company reported a decrease in operating expenses to $2,606,709 in Q3 2025, down from $2,698,607 in Q3 2024[21] - Directly related cost of transportation and other expenses for the three months ended September 30, 2025, was $1,939,657, compared to $2,093,964 in the same period of 2024, showing a decrease of about 7.4%[25] Assets and Liabilities - Total assets as of September 30, 2025, were $4.78 billion, with total liabilities of $2.05 billion[19] - Identifiable assets at the end of September 30, 2025, totaled $4,779,582, a decrease from $5,170,917 at the end of September 30, 2024, representing a decline of approximately 7.6%[25] - Equity at the end of September 30, 2025, was $2,282,638, compared to $2,359,170 at the end of September 30, 2024, reflecting a decline of approximately 3.2%[25] Cash Flow - Net cash from operating activities for the nine months ended September 30, 2025, was $723,202, an increase of 52.7% compared to $473,645 in the same period of 2024[23] - Cash and cash equivalents at the end of Q3 2025 were $1,190,167, compared to $1,293,173 at the end of Q3 2024[23] Business Operations - Airfreight tonnage increased by 4%, while ocean container volume decreased by 3% during the quarter[6] - The customs brokerage business continued to show strong growth due to high demand, driven by a dynamic trade environment[7][8] - Airfreight services revenue increased to $1,020,258 in Q3 2025, up 3.4% from $986,950 in Q3 2024[21] Capital Expenditures - Capital expenditures for the three months ended September 30, 2025, were $11,098, down from $12,291 in the same period of 2024, showing a reduction of about 9.7%[25] Depreciation and Amortization - Depreciation and amortization for the three months ended September 30, 2025, totaled $14,248, slightly down from $15,774 in the same period of 2024, indicating a decrease of about 9.7%[25]

Core Insights - Expeditors International of Washington (EXPD) reported third-quarter 2025 earnings of $1.64 per share, surpassing the Zacks Consensus Estimate of $1.40, with a year-over-year increase of 0.6% [1][10] - Total revenues reached $2.89 billion, exceeding the Zacks Consensus Estimate of $2.68 billion, but reflecting a 4% decline year over year due to challenges in ocean freight and services [1][10] Financial Performance - Airfreight tonnage volume increased by 4% during the quarter, while ocean container volume decreased by 3% [2] - Operating income fell by 4% year over year to $288 million, with total operating expenses decreasing by 3.5% year over year to $2.6 billion [2] - Airfreight Services revenues rose by 3.4% year over year to $1 billion, driven by growth in airfreight tonnage exports from North and South Asia [3] - Ocean freight and services revenues plummeted by 26.7% year over year to $746.1 million, impacted by pricing volatility and lower volumes [3] - Customs Brokerage and other services revenues increased by 13.5% year over year to $1.13 billion, with strong growth across all businesses in this category [3] Shareholder Returns - In the third quarter of 2025, EXPD returned $212 million to shareholders through share buybacks, totaling $725 million year to date through share repurchases and dividends [4] - The company ended the third quarter with cash and cash equivalents of $1.19 billion, up from $1.15 billion at the end of 2024 [4] Industry Context - Delta Air Lines reported third-quarter 2025 earnings of $1.71 per share, beating estimates and showing a 14% year-over-year increase due to low fuel costs [6] - United Airlines reported mixed results, with adjusted earnings per share of $2.78, surpassing estimates but declining 16.5% year over year [8]

Core Insights - Expeditors International reported revenue of $2.89 billion for the quarter ended September 2025, a decrease of 3.5% year-over-year, while EPS increased slightly to $1.64 from $1.63 [1] - The revenue exceeded the Zacks Consensus Estimate of $2.68 billion by 7.84%, and the EPS surpassed the consensus estimate of $1.40 by 17.14% [1] Revenue Breakdown - Airfreight services generated $1.02 billion, exceeding the estimated $966.34 million, reflecting a year-over-year increase of 3.4% [4] - Customs brokerage and other services brought in $1.13 billion, surpassing the average estimate of $1.01 billion, with a year-over-year growth of 13.3% [4] - Ocean freight and ocean services reported $746.12 million, above the estimated $703.65 million, but showed a significant decline of 26.7% compared to the previous year [4] Stock Performance - Over the past month, shares of Expeditors International returned -1%, contrasting with the Zacks S&P 500 composite's increase of 2.1% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3]

分组1 - Expeditors International (EXPD) reported quarterly earnings of $1.64 per share, exceeding the Zacks Consensus Estimate of $1.4 per share, and showing a slight increase from $1.63 per share a year ago, resulting in an earnings surprise of +17.14% [1][2] - The company achieved revenues of $2.89 billion for the quarter ended September 2025, surpassing the Zacks Consensus Estimate by 7.84%, although this represents a decline from year-ago revenues of $3 billion [2] - Over the last four quarters, Expeditors International has consistently surpassed consensus EPS and revenue estimates [2] 分组2 - The stock has gained approximately 10.6% since the beginning of the year, while the S&P 500 has increased by 16.5% [3] - The current consensus EPS estimate for the upcoming quarter is $1.29 on revenues of $2.66 billion, and for the current fiscal year, it is $5.54 on revenues of $10.66 billion [7] - The Zacks Industry Rank indicates that the Transportation - Services sector is currently in the bottom 10% of over 250 Zacks industries, which may impact stock performance [8]

Core Viewpoint - Expeditors International of Washington reported third-quarter profit and revenue exceeding Wall Street estimates, driven by strong airfreight volumes and increased demand for customs brokerage services [1][4]. Group 1: Financial Performance - The company achieved quarterly revenue of $2.89 billion, surpassing analysts' expectations of $2.73 billion [4]. - Quarterly profit was reported at $1.64 per share, exceeding estimates of $1.40 per share [4]. - Revenue from the airfreight segment increased to $1.02 billion from $986.9 million year-over-year [3]. - The customs brokerage segment reported revenue of $1.13 billion, up from $995.6 million a year earlier [3]. Group 2: Operational Insights - Airfreight tonnage rose by 4% in the reported quarter, primarily due to shipments from Asia [2]. - The easing of previously tight air capacity followed the expiration of the 'de minimis' exemption for goods entering the United States [2]. - The customs brokerage business is experiencing strong growth due to a dynamic trade environment, with rising volumes and complexity of entries posing challenges [3]. Group 3: Market Challenges - Revenue in the ocean freight and services division declined to $746.1 million from $1.02 billion a year earlier, attributed to pricing volatility and lower shipment volumes as importers adjusted orders ahead of anticipated tariffs [4].

Core Insights - Expeditors (NYSE: EXPD) is a global logistics service provider facing challenges due to revenue normalization post-pandemic, geopolitical conflicts, and disruptions in shipping transit [1] Group 1: Company Overview - Expeditors has been impacted by a demand shock driven by the pandemic, leading to ongoing operational challenges [1] - The company is dealing with disruptions caused by Houthi rebels and low water levels at the Panama Canal, affecting shipping transit [1] Group 2: Market Context - The logistics industry is currently navigating a complex environment characterized by geopolitical tensions and environmental factors that disrupt traditional shipping routes [1]

Summary of Expeditors International of Washington (EXPD) Update / Briefing August 20, 2025 Industry Overview - The briefing focuses on the U.S. Customs market, highlighting recent trade actions and tariff updates affecting various industries, particularly in logistics and import/export sectors [6][7][8]. Key Points and Arguments Recent U.S. Trade Actions - Significant changes in tariffs were discussed, including: - New reciprocal tariffs for 95 countries effective August 7, with rates ranging from 15% to 40% [9][10]. - China and Hong Kong's reciprocal tariffs remain at 10%, with specific exemptions until November 9 [10][17]. - A major announcement regarding steel and aluminum tariffs was made, affecting 753 HTS numbers, with a 50% duty on steel and aluminum derivative products [23][24][25]. Impact of Tariffs - The new tariffs have broad implications, affecting various products including packaging materials, which are now subject to the same tariffs as the goods they contain [26][27]. - Importers must provide detailed documentation regarding the origin of materials, including melt pour and smelt countries, to determine duty rates [29][30]. Legal and Regulatory Developments - Ongoing investigations under Section 232 and Section 301 are being monitored, with potential implications for national security and trade practices [45][46]. - The legal status of IEPA tariffs is uncertain, with a court ruling indicating they may not be lawful, but they remain in effect during appeals [55][56]. Changes in Low-Value Entry Environment - Effective August 29, all low-value packages must file either an informal or formal entry, with potential duties and fees based on the country of origin [49][50]. - New regulations from the Universal Postal Union will require a six-digit tariff code on customs declarations starting September 1 [51]. Customs Enforcement and Compliance - U.S. Customs and Border Protection (CBP) has enhanced its enforcement capabilities, utilizing advanced data analytics and AI to validate import declarations [76][77]. - There has been a significant increase in duties collected, with CBP recovering $25.6 billion from entry summary reviews in fiscal year 2025 [84]. Bond Sufficiency Concerns - CBP has issued over 4,000 bond insufficiency letters in 2025, indicating that many importers need to reassess their bond coverage in light of increased duties [87][88]. Other Important Content - The briefing emphasized the need for importers to understand their supply chains in detail, particularly regarding the sourcing of materials and compliance with new regulations [63][67]. - The discussion included the importance of reasonable care in documentation and the potential for increased scrutiny from customs authorities [68][70]. This summary encapsulates the critical updates and insights shared during the Expeditors International briefing, providing a comprehensive overview of the current landscape in U.S. customs and trade regulations.

[Filing Information](index=1&type=section&id=Filing%20Information) [Form 10-Q Details](index=1&type=section&id=Form%2010-Q%20Details) 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](index=2&type=chunk) - Registrant is Expeditors International of Washington, Inc. (Commission File Number: 001-41871)[2](index=2&type=chunk) - The company is a **large accelerated filer**[3](index=3&type=chunk)[4](index=4&type=chunk) 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](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including Balance Sheets, Earnings, Comprehensive Income, Cash Flows, and Equity [Condensed Consolidated Balance Sheets](index=2&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) 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](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Earnings) 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](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) 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](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) 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](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) 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](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Summary of Significant Accounting Policies](index=7&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) 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](index=22&type=chunk) - Revenue is primarily derived from airfreight, ocean freight, and customs brokerage and other services, generally recognized over time as services are rendered[25](index=25&type=chunk)[26](index=26&type=chunk) - 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](index=32&type=chunk) - 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](index=33&type=chunk)[34](index=34&type=chunk) [Note 2. Share-Based Compensation](index=9&type=section&id=Note%202.%20Share-Based%20Compensation) 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](index=36&type=chunk)[37](index=37&type=chunk) - Stock compensation expense is recognized on a straight-line basis over service periods, or immediately for retirement-eligible employees[39](index=39&type=chunk) [Note 3. Taxes](index=9&type=section&id=Note%203.%20Taxes) 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](index=41&type=chunk)[100](index=100&type=chunk) - 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](index=45&type=chunk)[99](index=99&type=chunk) - 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](index=42&type=chunk)[132](index=132&type=chunk) [Note 4. Basic and Diluted Earnings per Share](index=10&type=section&id=Note%204.%20Basic%20and%20Diluted%20Earnings%20per%20Share) 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](index=11&type=section&id=Note%205.%20Shareholders'%20Equity) 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](index=49&type=chunk)[137](index=137&type=chunk) 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](index=11&type=section&id=Note%206.%20Fair%20Value%20of%20Financial%20Instruments) 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](index=51&type=chunk) 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](index=52&type=chunk) [Note 7. Contingencies](index=12&type=section&id=Note%207.%20Contingencies) 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](index=53&type=chunk)[127](index=127&type=chunk) - The company is currently unable to estimate any additional loss or range of reasonably possible losses beyond recorded amounts for these matters[53](index=53&type=chunk)[127](index=127&type=chunk) [Note 8. Business Segment Information](index=12&type=section&id=Note%208.%20Business%20Segment%20Information) 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](index=54&type=chunk)[65](index=65&type=chunk) - 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](index=54&type=chunk)[66](index=66&type=chunk) 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](index=14&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of financial condition and results, covering services, Q2 2025 summary, trends, and liquidity [Overview](index=14&type=section&id=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](index=60&type=chunk) - Revenues are primarily from airfreight, ocean freight, and customs brokerage, driven by volume, sell rates, and buy rates[61](index=61&type=chunk) - The company manages its operations across geographic areas: Americas; North Asia; South Asia; Europe; and Middle East, Africa and India (MAIR)[65](index=65&type=chunk) [Summary of Second Quarter 2025](index=15&type=section&id=Summary%20of%20Second%20Quarter%202025) 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](index=67&type=chunk) 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](index=67&type=chunk) [Industry Trends, Trade Conditions and Competition](index=16&type=section&id=Industry%20Trends%2C%20Trade%20Conditions%20and%20Competition) 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](index=68&type=chunk) - 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](index=68&type=chunk) - 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](index=71&type=chunk) [Seasonality](index=17&type=section&id=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](index=72&type=chunk) - Revenues are largely impacted by factors outside the company's control, such as consumer demand, trade tariffs, product launches, and supply chain disruptions[73](index=73&type=chunk) [Critical Accounting Estimates](index=17&type=section&id=Critical%20Accounting%20Estimates) 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](index=75&type=chunk) - Critical accounting estimates are consistent with those disclosed in the company's 2024 Form 10-K[75](index=75&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) [Airfreight Services](index=18&type=section&id=Airfreight%20services) 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](index=80&type=chunk) - 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](index=81&type=chunk) [Ocean Freight and Ocean Services](index=19&type=section&id=Ocean%20freight%20and%20ocean%20services) 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](index=85&type=chunk) - 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](index=86&type=chunk) [Customs Brokerage and Other Services](index=20&type=section&id=Customs%20brokerage%20and%20other%20services) 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](index=89&type=chunk)[91](index=91&type=chunk) - The dynamic and complex trade environment increases demand for knowledgeable customs brokers with sophisticated systems[92](index=92&type=chunk) [Overhead Expenses](index=20&type=section&id=Overhead%20expenses) 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](index=93&type=chunk) - Other overhead expenses increased due to technology-related expenses, consulting, higher rental and occupancy, and indirect taxes[97](index=97&type=chunk) [Income Tax Expense](index=21&type=section&id=Income%20tax%20expense) 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](index=99&type=chunk) - 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](index=100&type=chunk) [Currency and Other Risk Factors](index=21&type=section&id=Currency%20and%20Other%20Risk%20Factors) 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](index=101&type=chunk)[117](index=117&type=chunk) - 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](index=102&type=chunk) - 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](index=103&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) 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](index=104&type=chunk) - 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](index=108&type=chunk) - 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](index=109&type=chunk) - 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](index=113&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, specifically foreign exchange and interest rate risks, and their management [Foreign Exchange Risk](index=24&type=section&id=Foreign%20Exchange%20Risk) 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](index=114&type=chunk) - 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](index=116&type=chunk) - The company manages foreign exchange risk by accelerating international currency settlements for intercompany billings, rather than using derivative financial instruments[117](index=117&type=chunk) [Interest Rate Risk](index=24&type=section&id=Interest%20Rate%20Risk) 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](index=118&type=chunk) - 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](index=118&type=chunk) - The company had no long-term debt at June 30, 2025[118](index=118&type=chunk) [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) 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](index=24&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) 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](index=119&type=chunk) - 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](index=120&type=chunk) - 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](index=121&type=chunk) [Remediation](index=25&type=section&id=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](index=122&type=chunk)[125](index=125&type=chunk) - Remediation completion is uncertain due to complexities of legacy systems and time needed for full implementation of third-party solutions[122](index=122&type=chunk) - The Audit Committee provides oversight, receiving monthly reports and formal presentations on remediation efforts[123](index=123&type=chunk) [Changes in Internal Controls](index=25&type=section&id=Changes%20in%20Internal%20Controls) 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](index=124&type=chunk) [PART II. OTHER INFORMATION](index=26&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) 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](index=127&type=chunk) - 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](index=127&type=chunk) - The company is currently unable to estimate any additional loss or range of reasonably possible losses beyond recorded amounts[127](index=127&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, focusing on volatile international trade, tariffs, geopolitical issues, and complex government regulation and tax laws [Industry Risks](index=27&type=section&id=Industry%20Risks) 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](index=129&type=chunk) - 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](index=129&type=chunk) - 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](index=129&type=chunk) [Government Regulation and Tax Risks](index=27&type=section&id=Government%20Regulation%20and%20Tax%20Risks) 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](index=130&type=chunk) - 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](index=132&type=chunk) - 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](index=131&type=chunk)[133](index=133&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) 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](index=137&type=chunk) - As of June 30, 2025, **5,134 thousand shares** may yet be purchased under the plan[135](index=135&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities are reported for the period - Not applicable[138](index=138&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Not applicable[139](index=139&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) 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](index=140&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) 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](index=31&type=section&id=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](index=144&type=chunk)[145](index=145&type=chunk)