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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2025


☐	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: 001-41871

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of registrant as specified in its charter)


Washington		91-1069248
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

3545 Factoria Blvd. SE Sterling Plaza 2, 3rd Floor Bellevue, Washington		98006
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (206) 674-3400

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EXPD	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At November 3, 2025, the number of shares outstanding of the issuer’s common stock was 134,020,931.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


	September 30, 2025			December 31, 2024
Assets:
Current Assets:
Cash and cash equivalents	$	1,190,167		$	1,148,320
Accounts receivable, less allowance for credit loss of $7,797 at September 30, 2025 and $6,878 at December 31, 2024		2,045,284			1,997,840
Deferred contract costs		263,491			349,343
Other		175,605			164,272
Total current assets		3,674,547			3,659,775
Property and equipment, less accumulated depreciation and amortization of $647,057 at September 30, 2025 and $615,533 at December 31, 2024		465,006			449,404
Operating lease right-of-use assets		539,486			551,652
Goodwill		7,927			7,927
Deferred federal and state income taxes, net		77,499			70,671
Other assets, net		15,117			15,029
Total assets	$	4,779,582		$	4,754,458
Liabilities:
Current Liabilities:
Accounts payable		1,146,062			1,036,749
Accrued liabilities, primarily salaries and related costs		427,219			451,921
Contract liabilities		334,541			441,927
Current portion of operating lease liabilities		111,174			106,736
Federal, state and foreign income taxes payable		28,762			29,140
Total current liabilities		2,047,758			2,066,473
Noncurrent portion of operating lease liabilities		449,186			462,201
Commitments and contingencies
Shareholders’ Equity:
Common stock, par value $0.01 per share. Issued and outstanding: 134,019 at September 30, 2025 and 138,003 at December 31, 2024		1,340			1,380
Additional paid-in capital		—			—
Retained earnings		2,468,131			2,455,132
Accumulated other comprehensive loss		(189,069	)		(233,500	)
Total shareholders’ equity		2,280,402			2,223,012
Noncontrolling interest		2,236			2,772
Total equity		2,282,638			2,225,784
Total liabilities and equity	$	4,779,582		$	4,754,458

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(In thousands, except per share data)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenues:
Airfreight services	$	1,020,258	$	986,950	$	2,873,805	$	2,606,647
Ocean freight and ocean services		746,120		1,017,618		2,203,567		2,240,079
Customs brokerage and other services		1,128,373		995,563		3,135,683		2,799,084
Total revenues		2,894,751		3,000,131		8,213,055		7,645,810
Operating Expenses:
Airfreight services		766,783		740,356		2,113,679		1,923,115
Ocean freight and ocean services		542,304		783,827		1,599,680		1,675,931
Customs brokerage and other services		630,570		569,781		1,756,330		1,567,606
Salaries and related		490,437		450,308		1,419,710		1,289,901
Rent and occupancy		68,308		61,024		198,392		181,873
Depreciation and amortization		14,248		15,774		42,699		45,914
Selling and promotion		9,657		7,589		28,159		22,366
Other		84,402		69,948		252,770		198,885
Total operating expenses		2,606,709		2,698,607		7,411,419		6,905,591
Operating income		288,042		301,524		801,636		740,219
Other Income:
Interest income		8,491		9,917		26,858		36,699
Other, net		1,640		973		3,529		4,599
Other income, net		10,131		10,890		30,387		41,298
Earnings before income taxes		298,173		312,414		832,023		781,517
Income tax expense		75,095		82,488		220,927		206,040
Net earnings		223,078		229,926		611,096		575,477
Less net earnings attributable to the noncontrolling interest		822		352		1,471		1,282
Net earnings attributable to shareholders	$	222,256	$	229,574	$	609,625	$	574,195
Diluted earnings attributable to shareholders per share	$	1.64	$	1.63	$	4.46	$	4.04
Basic earnings attributable to shareholders per share	$	1.65	$	1.63	$	4.47	$	4.06
Weighted average diluted shares outstanding		135,285		141,027		136,790		142,288
Weighted average basic shares outstanding		134,956		140,417		136,346		141,540

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three months ended September 30,					Nine months ended September 30,
	2025			2024		2025		2024
Net earnings	$	223,078		$	229,926	$	611,096	$	575,477
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of income tax (benefit) expense of $(214) and $930 for the three months ended September 30, 2025 and 2024 and $1,858 and $(610) for the nine months ended September 30, 2025 and 2024		(2,818	)		28,584		44,261		2,197
Other comprehensive (loss) income		(2,818	)		28,584		44,261		2,197
Comprehensive income		220,260			258,510		655,357		577,674
Less comprehensive income attributable to the noncontrolling interest		798			457		1,301		1,400
Comprehensive income attributable to shareholders	$	219,462		$	258,053	$	654,056	$	576,274

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Operating Activities:
Net earnings	$	223,078		$	229,926		$	611,096		$	575,477
Adjustments to reconcile net earnings to net cash from operating activities:
Provisions for losses (recoveries) on accounts receivable		839			(582	)		2,651			1,456
Deferred income tax benefit		(1,565	)		(1,057	)		(9,012	)		(5,680	)
Stock compensation expense		18,046			9,760			56,862			47,836
Depreciation and amortization		14,248			15,774			42,699			45,914
Other, net		1,616			162			8,381			4,032
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(37,828	)		(301,167	)		12,337			(647,794	)
(Decrease) increase in accounts payable and accrued liabilities		(16,747	)		107,535			26,719			402,818
Decrease (increase) in deferred contract costs		48,449			(30,657	)		102,805			(216,977	)
(Decrease) increase in contract liabilities		(53,358	)		50,527			(125,685	)		254,902
Increase in income taxes payable, net		21,740			20,331			7,412			13,163
Increase in other, net		(17,150	)		(10,580	)		(13,063	)		(1,502	)
Net cash from operating activities		201,368			89,972			723,202			473,645
Investing Activities:
Purchase of property and equipment		(11,098	)		(12,291	)		(40,125	)		(30,415	)
Other, net		924			(225	)		1,104			(62	)
Net cash from investing activities		(10,174	)		(12,516	)		(39,021	)		(30,477	)
Financing Activities:
Proceeds from borrowings on lines of credit		4,717			10,636			5,341			14,762
Payments on borrowings on lines of credit		(2,728	)		(191	)		(3,065	)		(20,300	)
Proceeds from issuance of common stock		61,187			53,256			79,362			67,734
Repurchases of common stock		(212,294	)		(140,031	)		(620,764	)		(602,855	)
Dividends paid		—			—			(104,139	)		(102,638	)
Payments for taxes related to net share settlement of equity awards		—			—			(10,353	)		(15,348	)
Distribution to noncontrolling interest		(491	)		—			(1,837	)		—
Net cash from financing activities		(149,609	)		(76,330	)		(655,455	)		(658,645	)
Effect of exchange rate changes on cash and cash equivalents		(7,580	)		20,194			13,121			(4,233	)
Change in cash and cash equivalents		34,005			21,320			41,847			(219,710	)
Cash and cash equivalents at beginning of period		1,156,162			1,271,853			1,148,320			1,512,883
Cash and cash equivalents at end of period	$	1,190,167		$	1,293,173		$	1,190,167		$	1,293,173
Taxes Paid:
Income taxes	$	53,528		$	63,046		$	219,429		$	196,649

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Total Shareholders' Equity, Beginning of Period	$	2,195,354		$	2,176,421		$	2,223,012		$	2,390,350
Common Stock Par Value
Beginning of period		1,351			1,406			1,380			1,439
Shares issued under employee stock plans, net		7			6			13			12
Shares repurchased		(18	)		(12	)		(53	)		(51	)
End of period		1,340			1,400			1,340			1,400
Additional Paid-In Capital
Beginning of period		—			7,732			—			—
Shares issued under employee stock plans, net		61,180			53,251			68,996			52,374
Shares repurchased		(79,226	)		(66,436	)		(126,720	)		(96,930	)
Stock compensation expense		18,046			9,760			56,862			47,836
Dividend equivalents paid		—			—			862			1,027
End of period		—			4,307			—			4,307
Retained Earnings
Beginning of period		2,380,278			2,385,740			2,455,132			2,580,968
Shares repurchased		(134,403	)		(74,336	)		(491,624	)		(510,520	)
Net earnings		222,256			229,574			609,625			574,195
Dividend and dividend equivalents paid		—			—			(105,002	)		(103,665	)
End of period		2,468,131			2,540,978			2,468,131			2,540,978
Accumulated Other Comprehensive Loss
Beginning of period		(186,275	)		(218,457	)		(233,500	)		(192,057	)
Other comprehensive (loss) income		(2,794	)		28,479			44,431			2,079
End of period		(189,069	)		(189,978	)		(189,069	)		(189,978	)
Total Shareholders' Equity
End of period		2,280,402			2,356,707			2,280,402			2,356,707
Noncontrolling Interest
Beginning of period		1,929			2,006			2,772			1,063
Net earnings		822			352			1,471			1,282
Other comprehensive (loss) income		(24	)		105			(170	)		118
Distributions to noncontrolling interest		(491	)		—			(1,837	)		—
End of period		2,236			2,463			2,236			2,463
Total Equity
End of period	$	2,282,638		$	2,359,170		$	2,282,638		$	2,359,170
Common Shares Outstanding
Beginning of period		135,134			140,633			138,003			143,866
Shares issued under employee stock plans, net		659			520			1,302			1,162
Shares repurchased		(1,774	)		(1,182	)		(5,286	)		(5,057	)
End of period		134,019			139,971			134,019			139,971

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(In thousands, except per share data)

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

Expeditors International of Washington, Inc. (the Company) is a non-asset based provider of global logistics services operating through a worldwide network of offices and exclusive or non-exclusive agents. The Company serves a diverse clientele in the technology sector, including cloud & data center services; hyperscalers, semiconductor; personal computers and compute hardware, and industries such as healthcare, automotive, aviation, aerospace, retail and high fashion worldwide.

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, which are, in the opinion of management, necessary for the fair presentation of the results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Form 10-K as filed with the Securities and Exchange Commission on February 21, 2025.

All significant intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts in the notes are presented in thousands except for per share data or unless otherwise specified. Certain prior year amounts have been reclassified to conform to the current year presentation in the business segment information note as explained in Note 1 F.

Revenue Recognition

The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer. Each performance obligation is comprised of one or more of the Company’s services. The Company's three principal services are the revenue categories presented in the condensed consolidated statements of earnings: 1) airfreight services, 2) ocean freight and ocean services, and 3) customs brokerage and other services.

The Company typically satisfies its performance obligations as services are rendered over time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed over the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one to two month-period and contracts with customers have an original expected duration of less than one year. The Company satisfied nearly all performance obligations for the contract liabilities recorded as of June 30, 2025 and December 31, 2024.

The Company evaluates whether amounts billed to customers should be reported as revenues on a gross or net basis. Generally, revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes the risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. When revenue is recorded on a net basis, the amounts earned are determined using a fixed fee, a per unit of activity fee or a combination thereof. For revenues earned in other capacities, for instance, when the Company does not issue a House Air Waybill (HAWB), a House Ocean Bill of Lading (HOBL) or a House Sea Waybill or otherwise act solely as an agent for the shipper, only the commissions and fees earned for such services are included in revenues. In these transactions, the Company is not a principal and reports only the commissions and fees earned in revenues.

Leases

The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. All ROU assets and lease liabilities are recognized at the commencement date at the present value of lease payments over the lease term. ROU assets are adjusted for lease incentives and initial direct costs. The lease term includes renewal options exercisable at the Company's sole discretion when the Company is reasonably certain to exercise that option. As the Company's leases generally do not have an implicit rate, the Company uses an estimated incremental borrowing rate based on market information available at the commencement date to determine the present value. Certain of our leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. The Company excludes variable payments from ROU assets and lease liabilities to the extent not considered fixed, and instead expenses variable payments as incurred. Lease expense is recognized on a straight-line basis over the lease term and is included in rent and occupancy expenses in the condensed consolidated statement of earnings.

Additionally, the Company elected to apply the short-term lease exemption for leases with a non-cancelable period of twelve months or less and has chosen not to separate non-lease components from lease components and instead to account for each as a single lease component.

Accounts Receivable

The Company’s trade accounts receivable present similar credit risk characteristics and the allowance for credit loss is estimated on a collective basis, using a credit loss-rate method that uses historical credit loss information and considers the current economic environment. Additional allowances may be necessary in the future if changes in economic conditions are significant enough to affect expected credit losses. The Company has recorded an allowance for credit loss in the amounts of $7,797 as of September 30, 2025 and $6,878 as of December 31, 2024. Additions and write-offs have not been significant in the periods presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The Company uses estimates primarily in the following areas: accounts receivable valuation, accrual of costs related to ancillary services the Company performs, typically at the destination location, self-insured liabilities, accrual of various tax liabilities and accrual of loss contingencies, calculation of share-based compensation expense and estimates related to determining the lease term and discount rate when measuring ROU assets and lease liabilities.

F. Recent Accounting Pronouncements

Improvements to Reportable Segment Disclosures

The Company adopted new improvements to reportable segment disclosures on a retrospective basis for the 2024 annual period, and for interim periods beginning January 1, 2025. The Accounting Standards Update (ASU) requires, among other things, the disclosure in interim periods about a reportable segment’s profit or loss and assets that are currently required annually, and disclosures of significant segment expenses and profit and loss measures provided to the Chief Operating Decision Maker (CODM). The ASU does not change how the Company identifies its operating segments. The adoption of this standard resulted in identifying directly related cost of transportation and other expenses and salaries and related costs as significant segment expenses disclosed in the business segment information note, including the reclassifications of such prior year amounts.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued an ASU which expands income tax disclosures by requiring the disclosure, on an annual basis, of a tabular rate reconciliation using both percentages and currency amounts, broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, disclosure is required of income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign and by jurisdiction, if the amount is at least 5% of total income tax payments, net of refunds received. This standard became effective for the Company on January 1, 2025 and the Company plans to apply this ASU prospectively by providing the new disclosures beginning with our Annual Report on Form 10-K for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued an ASU which requires disaggregated disclosures of certain costs and expenses on the income statement on an annual and interim basis. This standard will become effective for the Company on January 1, 2027 with early adoption permitted. The amendment can be applied either on a prospective or retrospective basis. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.

Note 2. Share-Based Compensation

The Company has historically granted the majority of its share-based awards during the second quarter of each fiscal year.

In the nine months ended September 30, 2025 and 2024, the Company awarded 381 and 334 restricted stock units (RSUs), respectively. The RSUs were granted at a weighted-average fair value of $106.21 in 2025 and $114.90 in 2024, respectively. The RSUs vest annually over 3 years based on continued employment and are settled upon vesting in shares of the Company's common stock on a one-for-one basis. The value of an RSU award is based on the Company's stock price on the date of grant. Additionally, in both 2025 and 2024, 15 fully vested restricted stock awards were granted to non-employee directors.

The Company also awarded 94 and 78 performance stock units (PSUs) in 2025 and 2024, respectively. Outstanding PSUs include performance conditions to be finally measured in 2025, 2026 and 2027. The final number of PSUs will be determined using an adjustment factor of up to 2 times or down to 0.5 of the targeted PSU grant. If the minimum performance thresholds are not achieved, no shares will be issued. Each PSU will convert to one share of the Company's common stock upon vesting.

The grant of employee stock purchase rights and the issuance of shares under the employee stock purchase plan are made in the third quarter of each fiscal year and 583 and 487 shares were issued in the three and nine months ended September 30, 2025 and 2024, respectively. The fair value of the employee stock purchase rights granted was $27.94 and $27.97 per share in 2025 and 2024, respectively.

The Company recognizes stock compensation expense based on the fair value of awards granted to employees and directors under the Company’s Amended and Restated 2017 Omnibus Plan and employee stock purchase rights plans. This expense, adjusted for expected performance and forfeitures, is recognized in net earnings on a straight-line basis over the service periods as salaries and related costs on the condensed consolidated statements of earnings. RSUs and PSUs awarded to certain employees meeting specific retirement eligibility criteria at the time of grant are expensed immediately as there is no substantive service period associated with those awards.

Note 3. Taxes

The Company is subject to taxation in various states and many foreign jurisdictions around the world. The Company believes that its tax positions, including intercompany transfer pricing policies, are reasonable and consistent with established transfer pricing methodologies and norms. The Company is under, or may be subject to, audit or examination and assessments by relevant authorities primarily for years 2009 and thereafter where the ultimate resolution could require significant additional tax, penalties and interest payments. The Indian tax authority (ITA) has asserted that additional income tax applies on transactions between and amongst the Company and its Indian subsidiary, as well as additional service tax applicable to ocean and air imports and exports. We believe that ITA’s positions are without merit and we have thus far been successful in defending our position in Indian courts. However, if these matters are adversely resolved, we would recognize significant additional tax expense, including interest and penalties. The Company establishes liabilities when, despite its belief that the tax filing positions are appropriate and consistent with tax law, it concludes that it may not be successful in realizing the tax position. In evaluating a tax position, the Company determines whether it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position and in consultation with qualified legal and tax advisors.

On July 4, 2025, the United States enacted into law the 2025 Tax Act (officially known as “An Act to Provide for Reconciliation Pursuant to Title II of the H. Con. Res. 14”). The 2025 Tax Act provides for several corporate tax changes including, but not limited to, restoring an election to recognize full expensing of domestic research and development costs, restoring immediate deductibility of certain capital expenditures, and changes to the computations of U.S. taxation on international earnings. The Company is in the process of evaluating the provisions of the 2025 Tax Act, including which elections it may or may not make. While we expect that the 2025 Tax Act may have a positive impact on consolidated tax expense and cash flows, we do not expect it to be material. Elements of the enacted tax laws and regulations could be impacted by further legislative action as well as additional interpretations and guidance issued by the Internal Revenue Service or Treasury and by similar governmental bodies in jurisdictions outside of the U.S. Such changes could impact the estimates of the amounts the Company has recorded.

The Company’s consolidated effective income tax rate was 25.2% and 26.6% for the three and nine months ended September 30, 2025, as compared to 26.4% in both comparable periods of 2024. The decrease during the three months ended September 30, 2025, was principally from an increase in Foreign-derived intangible income (FDII) deductions. All periods benefited from U.S. income tax deductions for FDII as well as available U.S. Federal foreign tax credits principally from withholding taxes related to our foreign operations. The Company has not incurred any significant expenses for any period presented for either the 15% corporate alternative minimum tax, nor for the global minimum tax regime (also known as Pillar Two).

Note 4. Basic and Diluted Earnings per Share

Diluted earnings attributable to shareholders per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential shares represent outstanding stock options, including purchase options under the Company's employee stock purchase plan, and unvested RSUs. Basic earnings attributable to shareholders per share is calculated using the weighted average number of common shares outstanding without taking into consideration dilutive potential common shares outstanding.

The following table reconciles the numerator and the denominator of the basic and diluted per share computations for earnings attributable to shareholders:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Numerator:
Net earnings attributable to shareholders	$	222,256	$	229,574	$	609,625	$	574,195
Denominator:
Weighted-average basic shares outstanding		134,956		140,417		136,346		141,540
Effect of dilutive share-based awards		329		610		444		748
Weighted-average diluted shares		135,285		141,027		136,790		142,288
Basic earnings per share	$	1.65	$	1.63	$	4.47	$	4.06
Diluted earnings per share	$	1.64	$	1.63	$	4.46	$	4.04

For both the three and nine months ended September 30, 2025 and 2024, substantially all outstanding potential common shares were dilutive.

Note 5. Shareholders' Equity

The Company has a Discretionary Stock Repurchase Plan approved by the Board of Directors that authorizes management to reduce issued and outstanding common stock down to 130,000 shares. This authorization has no expiration date. During the nine months ended September 30, 2025, there were 5,286 shares repurchased at an average price of $116.10 per share, compared to 5,057 shares repurchased at an average price of $119.21 during the same period in 2024.

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

On May 6, 2025, the Board of Directors declared a semi-annual dividend of $0.77 per share payable on June 16, 2025 to shareholders of record as of June 2, 2025. On May 6, 2024, the Board of Directors declared a semi-annual dividend of $0.73 per share payable on June 17, 2024 to shareholders of record as of June 3, 2024.

Subsequent to the end of the third quarter of 2025, on November 3, 2025, the Board of Directors declared a semi-annual dividend of $0.77 per share payable on December 15, 2025 to shareholders of record as of December 1, 2025.

Note 6. Fair Value of Financial Instruments

The Company’s financial instruments, other than cash, consist primarily of cash equivalents, accounts receivable, accounts payable and accrued expenses. The carrying value of these financial instruments approximates their fair value. All highly liquid investments with a maturity of three months or less at date of purchase are considered to be cash equivalents.

Cash and cash equivalents consist of the following:


	September 30, 2025				December 31, 2024
	Cost		Fair Value		Cost		Fair Value
Cash and Cash Equivalents:
Cash and overnight deposits	$	607,945	$	607,945	$	623,561	$	623,561
Corporate commercial paper		539,906		540,338		498,185		498,742
Time deposits and money market funds		42,316		42,316		26,574		26,574
Total cash and cash equivalents	$	1,190,167	$	1,190,599	$	1,148,320	$	1,148,877

The fair value of corporate commercial paper and time deposits is based on the use of market interest rates for identical or similar assets (Level 2 fair value measurement).

Note 7. Contingencies

The Company is involved in claims, lawsuits, government investigations, income, transfer pricing and indirect tax audits and other legal matters that arise in the ordinary course of business and are subject to inherent uncertainties. Currently, in management's opinion and based upon advice from legal and tax advisors, none of these matters are expected to have a material effect on the Company's operations, cash flows or financial position. The changes in the amounts recorded for claims, lawsuits, government investigations and other legal matters are not significant to the Company's operations, cash flows or financial position. At this time, the Company is unable to estimate any additional loss or range of reasonably possible losses, if any, beyond the amounts recorded, that might result from the resolution of these matters.

Note 8. Business Segment Information

The Company is organized functionally in geographic operating segments. Accordingly, when evaluating the effectiveness of geographic segments, management focuses its attention on revenues, directly related cost of transportation and other expenses for each of the Company’s three primary sources of revenues, as well as, salaries and related costs, other operating expenses, depreciation and amortization, operating income, identifiable assets, capital expenditures and equity generated in each of these geographical areas. The President and Chief Executive Officer was determined to be the CODM, as in his capacity he is responsible for setting company strategies and initiatives, establishing company policies, allocating company resources and assessing the performance of the Company’s business segments. Operating income is the primary measure of business segments' profit or loss that is most consistent with the measurement principles of U.S.GAAP and no items below operating income are allocated to segments. The CODM uses operating income to review financial performance, progress of the Company's strategic initiatives and to determine compensation of segment managers. Transactions among the Company’s various offices are conducted using the same arms-length pricing methodologies the Company uses when its offices transact business with independent agents. Certain costs are allocated among the segments based on the relative value of the underlying services, which can include allocation based on actual costs incurred or estimated cost plus a profit margin. There were no significant changes to allocate or measure expenses used to determine segment profit or loss.

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


	UNITED STATES		OTHER NORTH AMERICA		LATIN AMERICA		NORTH ASIA		SOUTH ASIA		EUROPE		MIDDLE EAST, AFRICA AND INDIA		ELIMI- NATIONS			CONSOLI- DATED
For the three months ended September 30, 2025:
Revenues	$	928,858		122,842		68,098		721,353		406,104		487,889		161,835		(2,228	)		2,894,751
Directly related cost of transportation and other expenses1	$	478,767		77,749		42,337		584,631		318,614		318,393		120,771		(1,605	)		1,939,657
Salaries and related costs	$	275,595		21,978		11,162		41,158		29,957		91,301		19,286		—			490,437
Other operating expenses2	$	29,668		14,941		8,900		38,723		24,478		47,005		13,531		(631	)		176,615
Operating income	$	144,828		8,174		5,699		56,841		33,055		31,190		8,247		8			288,042
Identifiable assets at period end	$	2,580,473		192,957		104,334		463,689		341,607		819,342		292,545		(15,365	)		4,779,582
Capital expenditures	$	5,619		253		240		812		1,172		1,312		1,690		—			11,098
Depreciation and amortization	$	7,818		506		244		1,442		693		2,950		595		—			14,248
Equity	$	1,513,585		53,799		41,622		205,772		133,471		264,690		164,295		(94,596	)		2,282,638
For the three months ended September 30, 2024:
Revenues	$	854,679		114,264		61,981		914,417		445,308		433,660		177,145		(1,323	)		3,000,131
Directly related cost of transportation and other expenses1	$	443,930		67,626		38,973		763,781		369,905		279,235		131,098		(584	)		2,093,964
Salaries and related costs	$	245,133		20,489		9,824		42,490		29,261		83,728		19,383		—			450,308
Other operating expenses2	$	8,319		14,772		8,781		44,076		22,046		43,189		13,900		(748	)		154,335
Operating income	$	157,297		11,377		4,403		64,070		24,096		27,508		12,764		9			301,524
Identifiable assets at period end	$	2,611,417		192,370		108,985		727,724		376,283		863,840		319,627		(29,329	)		5,170,917
Capital expenditures	$	9,299		198		101		296		839		1,548		10		—			12,291
Depreciation and amortization	$	8,961		569		279		1,774		502		2,819		870		—			15,774
Equity	$	1,628,893		35,825		42,670		221,519		124,387		182,515		164,665		(41,304	)		2,359,170

	UNITED STATES		OTHER NORTH AMERICA		LATIN AMERICA		NORTH ASIA		SOUTH ASIA		EUROPE		MIDDLE EAST, AFRICA AND INDIA		ELIMI- NATIONS			CONSOLI- DATED
For the nine months ended September 30, 2025:
Revenues	$	2,660,632		347,455		197,391		2,053,146		1,130,212		1,360,396		470,165		(6,342	)		8,213,055
Directly related cost of transportation and other expenses1	$	1,385,038		218,370		119,717		1,646,538		877,464		883,987		342,862		(4,287	)		5,469,689
Salaries and related costs	$	799,702		61,775		32,630		118,205		86,596		261,763		59,039		—			1,419,710
Other operating expenses2	$	84,075		46,495		28,559		113,289		75,880		132,242		43,574		(2,094	)		522,020
Operating income	$	391,817		20,815		16,485		175,114		90,272		82,404		24,690		39			801,636
Identifiable assets at period end	$	2,580,473		192,957		104,334		463,689		341,607		819,342		292,545		(15,365	)		4,779,582
Capital expenditures	$	20,172		736		739		5,862		3,235		4,396		4,985		—			40,125
Depreciation and amortization	$	24,652		1,502		748		3,674		1,885		8,387		1,851		—			42,699
Equity	$	1,513,585		53,799		41,622		205,772		133,471		264,690		164,295		(94,596	)		2,282,638
For the nine months ended September 30, 2024:
Revenues	$	2,385,392		331,837		151,787		2,096,709		960,970		1,241,432		481,600		(3,917	)		7,645,810
Directly related cost of transportation and other expenses1	$	1,270,981		199,710		88,077		1,702,401		757,167		796,205		353,839		(1,728	)		5,166,652
Salaries and related costs	$	717,420		59,371		27,531		113,387		76,641		241,388		54,163		—			1,289,901
Other operating expenses2	$	55,415		43,313		22,389		111,201		58,662		122,330		37,936		(2,208	)		449,038
Operating income	$	341,576		29,443		13,790		169,720		68,500		81,509		35,662		19			740,219
Identifiable assets at period end	$	2,611,417		192,370		108,985		727,724		376,283		863,840		319,627		(29,329	)		5,170,917
Capital expenditures	$	17,775		2,172		383		933		2,938		4,860		1,354		—			30,415
Depreciation and amortization	$	27,087		1,601		846		3,965		1,469		8,573		2,373		—			45,914
Equity	$	1,628,893		35,825		42,670		221,519		124,387		182,515		164,665		(41,304	)		2,359,170

1Directly related cost of transportation and other expenses totals operating expenses from airfreight services, ocean freight and ocean services and customs brokerage and other services as shown in the condensed consolidated statements of earnings.

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 10-Q