Attachment: 10-K

expd-ex41_1166.htm

Exhibit 4.1

DESCRIPTION OF EXPEDITORS’ COMMON STOCK

The common stock of Expeditors International of Washington, Inc. is its only class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  

The following description of our Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Restated Articles of Incorporation, as amended (the “Articles”) and our Amended and Restated Bylaws (the “Bylaws”), each of which attached as exhibit to the Annual Report on Form 10-K.  We are incorporated in the State of Washington and are subject to the Washington Business Corporation Act, Title 23B of the Revised Code of Washington.

Authorized Capital Shares

Our authorized capital shares are six hundred forty-two million (642,000,000), consisting of six hundred forty million (640,000,000) shares of Common Stock, having a par value of $0.01 (“Common Stock”), and two million (2,000,000) shares of Preferred Stock, having a par value of $0.01. The outstanding shares of our Common Stock are fully paid and nonassessable.  There are no shares of Preferred Stock outstanding.  

Voting Rights

Holders of Common Stock are entitled to one vote per share on all matters voted on by the shareholders, including the election of directors. Our Common Stock does not have cumulative voting rights.

Dividend Rights

The holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available for the payment of dividends.

Liquidation Rights

Holders of Common Stock will share ratably in all assets legally available for distribution to our shareholders in the event of dissolution.

Other Rights and Preferences

Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights. Holders of Common Stock may act by unanimous written consent.

Potential Limitations on Rights of Holders of Common Stock

Our Articles authorize our board of directors to issue up to 2,000,000 shares of Preferred Stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the shareholders. The rights of the holders of Common Stock may be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future.

Listing

The Common Stock is traded on The Nasdaq Stock Market LLC under the trading symbol “EXPD.”

 

expd-ex211_10.htm

 

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

 

Subsidiary (1)(2)(3)

 

State or Country of Organization

Beijing Kang Jie Kong International Cargo Agent Co., Ltd.

 

People's Republic of China

Cargo Signal Solutions, LLC

 

Washington

E.I. Freight (U.S.A.), Inc.

 

Illinois

EIF Sdn Bhd

 

Malaysia

Expeditors (Bangladesh), Ltd.

 

Bangladesh

Expeditors (China) Co., Ltd.

 

People's Republic of China

Expeditors (Malaysia) Sdn Bhd

 

Malaysia

Expeditors (Portugal) Transitarios Internacionais, Lda.

 

Portugal

Expeditors (Thailand) Ltd. (4)

 

Thailand

Expeditors Aduanas Peru S.A.C.

 

Peru

Expeditors Argentina S.A.

 

Argentina

Expeditors Assurance of Vermont, Inc.

 

Vermont

Expeditors Cambodia Ltd.

 

Cambodia

Expeditors Canada, Inc.

 

Canada

Expeditors Cargo Insurance Brokers Agente de Seguros, S.A. de C.V.

 

Mexico

Expeditors Cargo Insurance Brokers B.V.

 

Netherlands

Expeditors Cargo Insurance Brokers, Inc.

 

Washington

Expeditors Chile Transportes Internacionales Limitada

 

Chile

Expeditors de Colombia Ltda.

 

Colombia

Expeditors Denmark ApS

 

Denmark

Expeditors Dominicana SAS

 

Dominican Republic

Expeditors Egypt S.A.E.

 

Egypt

Expeditors Finland Oy

 

Finland

Expeditors Guatemala S.A.

 

Guatemala

Expeditors Hong Kong Limited

 

China

Expeditors International - Lebanon (s.a.l.)

 

Lebanon

Expeditors International (India) Pvt. Ltd.

 

India

Expeditors International (NZ) Ltd.

 

New Zealand

Expeditors International (Puerto Rico) Inc.

 

Puerto Rico

Expeditors International (UK) Ltd.

 

United Kingdom

Expeditors International B.V.

 

Netherlands

Expeditors International Bahrain (SPC)

 

Bahrain

Expeditors International Cargo Co. Ltd.

 

Saudi Arabia

Expeditors International CR s.r.o.

 

Czech Republic

Expeditors International de Mexico, S.A. de C.V.

 

Mexico

Expeditors International de Uruguay S.A.

 

Uruguay

Expeditors International do Brasil Ltda.

 

Brazil

Expeditors International E.I. (Switzerland) Sagl

 

Switzerland

Expeditors International España, S.A.

 

Spain

Expeditors International Forwarding and Clearing (Abu Dhabi) LLC

 

United Arab Emirates

Expeditors International Forwarding and Clearing, LLC

 

United Arab Emirates

Expeditors International France S.A.S.

 

France

Expeditors International GmbH

 

Germany

Expeditors International Hellas A.E.

 

Greece

Expeditors International Hungary Kft

 

Hungary

Expeditors International Italia srl

 

Italy

 

 

Expeditors International-Jordan

 

Jordan

Expeditors International Company W.L.L. (6)

 

Kuwait

Expeditors International Norway AS

 

Norway

Expeditors International NV

 

Belgium

Expeditors International Ocean, Inc.

 

Delaware

Expeditors International Pakistan (Private) Limited (7)

 

Pakistan

Expeditors International Pty. Limited

 

Australia

Expeditors International Romania S.R.L.

 

Romania

Expeditors International S.A.L.

 

Lebanon

Expeditors International SA (Proprietary) Limited

 

South Africa

Expeditors International Sverige AB

 

Sweden

Expeditors International Tasimacilik ve Ticaret As (5)

 

Turkey

Expeditors International Trading (Shanghai) Co., Ltd.

 

People's Republic of China

Expeditors Ireland Limited

 

Ireland

Expeditors Japan KK

 

Japan

Expeditors Korea Ltd.

 

South Korea

Expeditors Lithuania, UAB

 

Lithuania

Expeditors LLC

 

Oman

Expeditors Mar y Tierra S.A.

 

Costa Rica

Expeditors Panama Logistics Services, Inc.

 

Panama

Expeditors Peru SAC

 

Peru

Expeditors Philippines, Inc.

 

Philippines

Expeditors Polska Sp. z o. o.

 

Poland

Expeditors Qatar LLC

 

Qatar

Expeditors Singapore Pte Ltd

 

Singapore

Expeditors Speditionsges.m.b.H.

 

Austria

Expeditors Taiwan Co., Ltd.

 

Taiwan

Expeditors TradeWin, LLC

 

Washington

Expeditors Vietnam Company Limited

 

Vietnam

P.T. Expeditors Indonesia

 

Indonesia

 

(1)

For purposes of this list, if Expeditors owns directly or indirectly a controlling interest in the voting securities of any entity or if Expeditors has unilateral control over the assets and operations of any entity, such entity is deemed to be a subsidiary. Except as otherwise noted, Expeditors has 100% controlling interest in subsidiary operations. With respect to certain companies, shares of voting securities in the names of nominees and qualifying shares in the names of directors are included in Expeditors' ownership percentage.

(2)

Each subsidiary does business in its own name and in the name of Expeditors.

(3)

The names of other subsidiaries have been omitted from the above list since, considered in the aggregate, they would not constitute a significant subsidiary.

(4)

Expeditors has 99.5% controlling interest in subsidiary.

(5)

Expeditors has 75% controlling interest in subsidiary.

(6)

Expeditors has 61% controlling interest in subsidiary.

(7)

Expeditors has 80% controlling interest in subsidiary.

 

expd-ex231_8.htm

 

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Expeditors International of Washington, Inc.:

We consent to the incorporation by reference in the registration statements (No. 33-67066, No. 333-159316, No. 333-166657, No. 333-174057, No. 333-181472, No. 333-189093, No. 333-196057, No. 333-204753, No. 333-211424, No. 333-218037 and No. 333-23156) on Form S-8 of Expeditors International of Washington, Inc. of our reports dated February 21, 2020, with respect to the consolidated balance sheets of Expeditors International of Washington, Inc. as of December 31, 2019 and 2018, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the December 31, 2019 annual report on Form 10-K of Expeditors International of Washington, Inc. Our report on the consolidated financial statements refers to a change in accounting for leases, due to the Company’s adoption of Financial Accounting Standards Board’s Accounting Standards Codification Topic 842.

 

/s/ KPMG LLP

Seattle, Washington

February 21, 2020

 

 

expd-ex311_9.htm

 

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Jeffrey S. Musser, certify that:

 

1.

I have reviewed this annual report on Form 10-K of Expeditors International of Washington, Inc.;

 

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

 

d)

Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2020

 

/s/ JEFFREY S. MUSSER

Jeffrey S. Musser

President, Chief Executive Officer and Director

 

 

expd-ex312_6.htm

 

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Bradley S. Powell, certify that:

 

1.

I have reviewed this annual report on Form 10-K of Expeditors International of Washington, Inc.;

 

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

 

d)

Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2020

 

/s/ BRADLEY S. POWELL

Bradley S. Powell

Senior Vice President and Chief Financial Officer

 

 

expd-ex32_7.htm

 

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Expeditors International of Washington, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Jeffrey S. Musser, President, Chief Executive Officer and Director of the Company, and Bradley S. Powell, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

February 21, 2020

 

/s/ Jeffrey S. Musser

 

 

Jeffrey S. Musser

 

 

President, Chief Executive Officer and Director

 

February 21, 2020

 

/s/ Bradley S. Powell

 

 

Bradley S. Powell

 

 

Senior Vice President and Chief Financial Officer

 

 

expd-20191231.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA

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Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

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Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

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Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE

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Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE