EXPEDITORS INTERNATIONAL OF WASHINGTON INC
10-Q, 1996-11-14
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1996

                                       OR

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

For the transition period from ________ to _______________



Commission File Number: 0-13468


                  EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
             (Exact name of registrant as specified in its charter)


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


999 Third Avenue, Suite 2500, Seattle, Washington             98104
  (Address of principal executive offices)                  (Zip Code)


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



     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  X      No     

     At November 11, 1996, the number of shares outstanding of the issuer's 
Common Stock was 12,102,252.

                               Page 1 of 14 pages.

                      The Exhibit Index appears on page 13.

                                        1


<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                  EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)

                                           September 30,        December 31,
ASSETS                                        1996                  1995
- -------                                    -------------        ------------
                                            (Unaudited)
Current assets:
  Cash and cash equivalents                     $ 41,427              36,142
  Short term investments                             471                 457
  Accounts receivable, net                       161,418             123,793
  Deferred Federal and state taxes                 5,192               4,113
  Other current assets                             5,199               3,862
                                           -------------        ------------
     Total current assets                        213,707             168,367

Property and equipment, net                       42,546              28,242
Other assets, net                                 10,660               7,519
                                           -------------        ------------
                                               $ 266,913             204,128
                                           -------------        ------------
                                           -------------        ------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Short term borrowings                       $   16,663                 285
  Accounts payable                                94,451              72,238
  Income taxes                                     4,565               3,284
  Other current liabilities                       17,345              11,129
                                           -------------        ------------
     Total current liabilities                   133,024              86,936

Shareholders' equity:
  Preferred stock, par value $.01 
     per share. Authorized 2,000,000 
     shares; none issued                              --                  --

  Common stock, par value $.01 per share.
     Authorized 40,000,000 shares; issued
     and outstanding 12,112,927 shares at
     September 30, 1996, and 12,010,663 at
      December 31, 1995                              121                 120
  Additional paid-in capital                      13,816              13,129
  Retained earnings                              116,804             100,928
  Equity adjustments from foreign 
     currency translation                          3,148               3,015
                                           -------------        ------------
     Total shareholders' equity                  133,889             117,192
                                           -------------        ------------
                                               $ 266,913             204,128
                                           -------------        ------------
                                           -------------        ------------

                                       2


<PAGE>

                  EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                AND SUBSIDIARIES

                  Condensed Consolidated Statements of Earnings
                        (In thousands, except share data)

                                   (Unaudited)
<TABLE>
<CAPTION>

                                          Three months ended           Nine months Ended
                                             September 30,               September 30,
                                        ---------------------         ------------------
                                          1996          1995           1996         1995
                                          ----          ----           ----         ----
<S>                                     <C>            <C>           <C>           <C>
Revenues:
  Airfreight                            $ 142,071      107,699        350,652      293,325
  Ocean freight                            44,310       37,355        108,964       90,234
  Customs brokerage and import
   services                                18,511       14,114         49,152       40,007
                                        ---------      -------        -------      -------
     Total revenues                       204,892      159,168        508,768      423,566
                                        ---------      -------        -------      -------
                                        ---------      -------        -------      -------

Operating expenses:
  Airfreight consolidation                115,778       88,518        282,899      242,042
  Ocean freight consolidation              32,881       29,378         81,774       70,234
  Salaries and related costs               29,311       22,362         77,952       61,209
  Rent                                      2,264        1,792          6,158        4,959
  Other                                    12,576        9,357         33,972       26,163
                                        ---------      -------        -------      -------
     Total operating expenses             192,810      151,407        482,755      404,607

     Operating income                      12,082        7,761         26,013       18,959

Other income, net                             459          327          1,611        1,206
                                        ---------      -------        -------      -------
     Earnings before income taxes          12,541        8,088         27,624       20,165

Income tax expense                          4,861        3,073         10,784        7,845
                                        ---------      -------        -------      -------
     Net earnings                         $ 7,680        5,015         16,840       12,320
                                        ---------      -------        -------      -------
                                        ---------      -------        -------      -------
  Net earnings per share                     $.60         $.40          $1.32         $.98
                                        ---------      -------        -------      -------
                                        ---------      -------        -------      -------
Weighted average number of
  common shares                        12,844,761   12,626,489     12,770,229   12,543,145
                                       ----------   ----------     ----------   ----------
                                       ----------   ----------     ----------   ----------
</TABLE>

                                            3


<PAGE>


                                EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                               AND SUBSIDIARIES
                              Condensed Consolidated Statements of Cash Flows
                                                (In thousands)
                                                 (Unaudited)

<TABLE>
<CAPTION>

                                          Three months ended           Nine months Ended
                                             September 30,               September 30,
                                        ---------------------         ------------------
                                          1996          1995           1996         1995
                                          ----          ----           ----         ----
<S>                                     <C>            <C>           <C>           <C>
Operating Activities:
  Net earnings                           $  7,680        5,015         16,840       12,320
  Adjustments to reconcile net 
     earnings to net cash provided 
     by operating activities:
     Provision for losses on 
      accounts receivable                     446           83          1,305          326
     Deferred income tax expense
      (benefit)                               132         (560)          (421)         (95)
     Depreciation and 
      amortization                           2070        1,686          5,899        4,820
             Other                            235           80            430          207
  Changes in operating assets and 
     liabilities:
     Increase in accounts
      receivable                          (19,686)     (31,643)       (39,804)     (49,557)
     Decrease (Increase) in other 
      current assets                          757          (84)        (1,365)      (2,807)
     Increase in 
      accounts payable and other  
      current liabilities                  11,705       26,303         29,495       36,768
                                         --------     --------       --------      -------
Net cash provided by 
  operating activities                      3,339          880         12,379        1,982
                                         --------     --------       --------      -------
Investing Activities:
     Decrease (Increase) in short-
       term investments                     1,584       (1,239)           (17)         279
     Purchase of property and 
       equipment                           (2,602)      (2,595)       (20,509)      (6,482)
     Other                                    988          530         (1,746)        (371)
                                         --------     --------       --------      -------
Net cash used in investing 
  activities                                  (30)      (3,304)       (22,272)      (6,574)
                                         --------     --------       --------      -------

Financing Activities:
     Short-term borrowings, net             2,945        9,769         16,413       13,648
     Proceeds from issuance of 
      common stock                          1,625        1,402          2,570        1,817
     Repurchases of common stock           (1,690)      (1,360)        (2,541)      (1,775)
     Dividends paid                            --           --           (964)        (717)
                                         --------     --------       --------      -------
Net cash provided by 
  financing activities                      2,880        9,811         15,478       12,973
Effect of exchange rate changes 
  on cash                                    (253)        (311)          (300)          69
                                         --------     --------       --------      -------
Increase in cash and cash 
  equivalents                               5,936        7,076          5,285        8,450
Cash and cash equivalents at beginning 
  of period                                35,491       22,801         36,142       21,427
                                         --------     --------       --------      -------
Cash and cash equivalents at end 
  of period                              $ 41,427       29,877         41,427       29,877
                                         --------     --------       --------      -------
                                         --------     --------       --------      -------
</TABLE>

                                             4


<PAGE>


                  EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

     The attached 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 footnote disclosures 
normally included in financial statements prepared in accordance with 
generally accepted accounting principles 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 which are, in the opinion of management, 
necessary for a fair statement of the results for the interim periods 
presented.  Certain 1995 amounts have been reclassified to conform to the 
1996 presentation.  These condensed consolidated financial statements should 
be read in conjunction with the financial statements and related notes 
included in the Company's report on Form 10-K as filed with the Securities 
and Exchange Commission on or about April 1, 1996.

Note 2.  Stock Transactions

     On November 12, 1996, the Company announced that the Board of Directors 
declared a 2-for-1 stock split effected in the form of a stock dividend.  The 
certificates representing additional shares received in the stock dividend 
will be distributed on or about December 11, 1996 to shareholders of record 
as of November 25, 1996. The Board of Directors also increased the authorized 
Common Stock from 40,000,000 to 80,000,000 and this increase will be 
effective with the filing of the revised Articles of Incorporation with the 
Secretary of State for the state of Washington during November 1996.

                                       5

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS


GENERAL

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

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

     The Company's ability to provide services to its customers is highly 
dependant on good working relationships with a variety of entities including 
airlines, ocean carriers and governmental agencies.  The Company considers 
its current working relationships with these entities to be satisfactory.  
However, changes in space allotments available from carriers, governmental 
deregulation efforts, "modernization" of the regulations governing customs 
brokerage, and/or changes in governmental quota restrictions could affect the 
Company's business in unpredictable ways.

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

     A significant portion of the Company's revenues are derived from 
customers in industries whose shipping patterns are tied closely to consumer 
demand, and from customers in industries whose shipping patterns are 
dependent upon just-in-time production schedules.  Therefore, the timing of 
the Company's revenues are, to a large degree, impacted by factors out of the 
Company's control, such as a sudden change in consumer demand for retail 
goods and/or manufacturing production delays.  Additionally, many customers 
ship a significant portion of their goods at or near the end of a quarter, 
and therefore, the Company may not learn of a shortfall in revenues until 
late in a quarter.  To the extent that a shortfall in revenues or earnings 
was not expected by securities analysts, any such shortfall from levels 
predicted by securities analysts could have an immediate and adverse effect 
on the trading price of the Company's stock.


                                       6


<PAGE>

RESULTS OF OPERATIONS

     The following table shows the consolidated net revenues (revenues less 
consolidation expenses) attributable to the Company's principal services and 
the Company's expenses for the three and nine-month periods ended September 
30, 1996 and 1995, expressed as percentages of net revenues. With respect to 
the Company's services other than freight consolidation, net revenues are 
identical to revenues.  Management believes that net revenues are a better 
measure than total revenues of the relative importance of the Company's 
principal services since total revenues earned by the Company as a freight 
consolidator include the carriers' charges to the Company for carrying the 
shipment whereas revenues earned by the Company in its other capacities 
include only the commissions and fees actually earned by the Company.

     The table and the accompanying discussion and analysis should be read in 
conjunction with the condensed consolidated financial statements and related 
notes thereto which appear elsewhere in this Quarterly Report.

<TABLE>
<CAPTION>

                         Three months ended September 30,      Nine months ended September 30,
                                    1996              1995                1996              1995
                          --------------------------------     ---------------------------------
                                 Percent           Percent             Percent           Percent
                                  of net            of net              of net            of net
                        Amount  revenues  Amount  revenues    Amount  revenues  Amount  revenues
                        ------  --------  ------  --------    ------  --------  ------  --------
                                                (Amounts in thousands)
<S>                  <C>        <C>      <C>      <C>        <C>      <C>       <C>     <C>
Net Revenues:

Airfreight            $ 26,293       47   19,181       47     $67,753       47    51,283      46
Ocean freight           11,429       20    7,977       19      27,190       19    20,000      18
Customs brokerage and 
  import services       18,511       33   14,114       34      49,152       34    40,007      36
                      --------      ---  -------      ---     -------     ----   -------    ----

  Net revenues          56,233      100   41,272      100     144,095      100   111,290     100
                      --------      ---  -------      ---     -------     ----   -------    ----

Operating expenses:

Salaries and 
  related costs         29,311       52   22,362       54      77,952       54    61,209      55
Other                   14,840       27   11,149       27      40,130       28    31,122      28
                      --------      ---  -------      ---     -------     ----   -------    ----
  Total operating
    expenses            44,151       79   33,511       81     118,082       82    92,331      83
                      --------      ---  -------      ---     -------     ----   -------    ----
Operating income        12,082       21    7,761       19      26,013       18    18,959      17
Other income, net          459        1      327        1       1,611        1     1,206       1
                      --------      ---  -------      ---     -------     ----   -------    ----
Earnings before 
  income taxes          12,541       22    8,088       20      27,624       19    20,165      18
Income tax expense       4,861        8    3,073        7      10,784        7     7,845       7
                      --------      ---  -------      ---     -------     ----   -------    ----
  Net earnings        $  7,680       14% $ 5,015       13%   $ 16,840       12%  $12,320      11%
                      --------      ---  -------      ---     -------     ----   -------    ----
                      --------      ---  -------      ---     -------     ----   -------    ----

</TABLE>

                                                 7



<PAGE>

     Air freight net revenues increased 37% and 32%, respectively for the 
three and nine-month periods ended September  30, 1996 as compared with the 
same period for 1995.  This increase was primarily due to (1) increased 
airfreight tonnage handled by the Company from the Far East, North America 
and Europe and (2) increased prices charged by airlines which were passed 
along to customers. Management also believes that the Company was more 
efficient during the three and nine-month periods ended September 30, 1996 in 
the handling and routing of shipments through key export gateway locations, 
particularly in North America. To the extent that it is successful in 
increasing its concentration of export freight in key export gateway 
locations, the Company has been able to take advantage of the volume, weight 
and service-related incentives offered by the direct air carriers.

     Ocean freight net revenues increased 43% and 36%, respectively for the 
three and nine-month periods ended September 30, 1996 as compared with the 
same period for 1995 as a result of a Company decision to aggressively market 
extremely competitive ocean freight rates to its customers, primarily on 
freight moving eastbound from the Far East.  During the first three months of 
1996, there was severe pricing pressure on this lane.  Despite falling 
prices, the Company was able to substantially maintain margins and expand 
market share, a development management believes to be significant in 
assessing its strength in the highly competitive transpacific NVOCC 
(Non-Vessel Operating Common Carrier) market.   During the three months ended 
September 30, 1996, the pricing situation continues to stabilize allowing 
moderate margin expansion in the third quarter.  In addition to increases in 
the traditional NVOCC and ocean forwarding business, ECMS (Expeditors Cargo 
Management Systems), the Company's ocean freight consolidation management and 
purchase order tracking service, provided new business. 

     Customs brokerage and import services increased 31% and 23% for the 
three and nine-month periods ended September 30, 1996 as compared with the 
same period for 1995 as a result of (1) the Company's growing reputation for 
providing high quality service; (2)consolidation within the customs brokerage 
market as customers seek out customs brokers with the sophisticated 
computerized capabilities critical to an overall logistics management 
program, and (3) the growing importance of distribution services as a 
separate and distinct service offered to existing and potential customers.

     Salaries and related costs increased during the three and nine-month 
periods ended September 30, 1996 compared with the same period in 1995 as a 
result of (1) the Company's increased hiring of sales, operations, and 
administrative personnel in existing and new offices to accommodate increases 
in business activity and (2) increased compensation levels.  Salaries and 
related costs have, however, decreased marginally as a percentage of net 
revenue--a measure that management believes is significant in assessing the 
effectiveness of corporate cost containment objectives.  The relatively 
consistent relationship between salaries and net revenues is the result of a 
compensation philosophy that has been maintained since the inception of the 
Company: offer a modest base salary and the opportunity to share in a fixed 
and determinable percentage of the operating profit of the business unit 
controlled by each key employee. Using this compensation model, changes in 
individual compensation will occur in proportion to changes in Company 
profits. Management believes that the organic growth in revenues, net revenue 
and net income for the three and nine-month periods ended September 30, 1996 
and 1995 are a direct result of the incentives inherent in the Company's 
compensation program.  

     Other operating expenses increased for the three and nine-month periods 
ended September 30, 1996 as compared with the same period in 1995 as rent 
expense, communications expense, quality and training expenses, and other 
costs expanded to accommodate the Company's growing operations.  Other 
operating expenses as a percentage of net revenues remained constant for the 
three and nine-month periods ended September 30, 1996, as compared with the 
same periods in 1995.

                                        8


<PAGE>


     Other income, net, increased for the three and nine-month periods ended 
September 30, 1996 as compared with the same periods in 1995 primarily due to 
higher interest income from increased cash flow. 

     The Company pays income taxes in the United States and other 
jurisdictions. In addition the Company pays various other taxes, which are 
typically included in costs of operations.  Effective income tax rates per 
financial statements during the three and nine-month periods ended September 
30, 1996 were virtually constant as compared with the same periods in 1995.  

Currency and Other Risk Factors

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

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

     Developing these systems and a worldwide network has added a 
considerable indirect cost to the services provided to customers.  Smaller 
and middle-tier competitors, in general, do not have the resources available 
to develop customized systems and worldwide network.  As a result, there is a 
significant amount of consolidation currently taking place in the industry.  
Management expects that this trend toward consolidation will continue for the 
short to medium term.  Historically, growth through aggressive acquisition 
has proven to be a challenge for many of the Company's competitors and 
typically involves the purchase of significant "goodwill", the value of which 
can be realized in large measure only by retaining the customers and profit 
margins of the acquired business.  As a result, the Company has pursued a 
strategy emphasizing organic growth supplemented by certain strategic 
acquisitions. 

     The nature of the Company's worldwide operations necessitates the 
Company dealing with a multitude of currencies other than the U.S. dollar.  
This results in the Company being exposed to the inherent risks of the 
international currency markets and governmental interference.  Many of the 
countries where the Company maintains offices and/or agency relationships 
have strict currency control regulations which influence the Company's 
ability to hedge foreign currency exposure.  The Company tries to compensate 
for these exposures by accelerating international currency settlements among 
these offices or agents.  Foreign currency gains and losses recognized during 
the first three quarters of 1996 and 1995 were immaterial.  

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


                                         9


<PAGE>


Liquidity and Capital Resources

     The Company's principal source of liquidity is cash generated from 
operations. At September 30, 1996, working capital was $81 million, including 
cash and short-term investments of $42 million.  The Company had no long-term 
debt at September 30, 1996.  While the nature of its business does not 
require an extensive investment in property and equipment, the Company is 
continuously looking for suitable facilities and/or property to acquire at or 
near airports in certain cities in North America and overseas.  The Company 
expects to spend approximately $31 million on property and equipment in 1996, 
which is expected to be financed with cash, short-term floating rate and/or 
long-term fixed-rate borrowings.

     The Company maintains foreign and domestic borrowings under unsecured 
bank lines of credit totaling $15 million.  At September 30, 1996, the 
Company was directly liable for $11.1 drawn on these lines of credit and was 
contingently liable for an additional $13.726 million of standby letters of 
credit.  In addition, the Company maintains a bank facility with its U.K. 
bank for $7.75 million of which the Company was contingently liable for $7.4 
million. Management believes that the Company's current cash position, bank 
financing arrangements, and operating cash flows will be sufficient to meet 
its capital and liquidity requirements for the foreseeable future.

     In some cases, the Company's ability to repatriate funds from foreign 
operations may be subject to foreign exchange controls. In addition, certain 
undistributed earnings of the Company's subsidiaries accumulated through 
December 31, 1992 would, under most circumstances, be subject to some 
additional United States income tax if distributed to the Company.  The 
Company has not provided for this additional tax because the Company intends 
to reinvest such earnings to fund the expansion of its foreign activities, or 
to distribute them in a manner in which no significant additional taxes would 
be incurred. 


                                  10


<PAGE>

                  EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                AND SUBSIDIARIES


PART II.  OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  (a) Exhibits required by Item 601 of Regulation S-K. 

          Exhibit
          Number       Description
          -------      -----------
           11.1        Statement re computation of per share earnings

  (b) Reports on Form 8-K

      No reports on Form 8-K were filed in the quarter ended September 30, 1996.


                                       11


<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                  EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.




November 13, 1996          /s/ PETER J. ROSE
                           ------------------------------------------------
                           Peter J. Rose, Chairman 
                           and Chief Executive Officer
                           (Principal Executive Officer)




November 13, 1996          /s/ R. JORDAN GATES
                           ------------------------------------------------
                           R. Jordan Gates, Chief Financial Officer
                           and Treasurer
                           (Principal Financial and Accounting Officer)


                                         12



<PAGE>


                 EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                AND SUBSIDIARIES

                          Form 10-Q Index and Exhibits

                               September 30, 1996


Exhibit
Number    Description                                             Page Number
- -------   -----------                                             -----------
 11.1     Statement re computation of per share earnings



                                      13



<PAGE>

                  EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                AND SUBSIDIARIES


     Exhibit 11.1   Statement re computation of per share earnings


          Net earnings per weighted average common share is computed using the
weighted average number of common shares and common share equivalents
outstanding during each period presented.  Common share equivalents represent
stock options.  Fully diluted earnings per share do not differ materially from
primary earnings per share.


                                     14


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SET FORTH AS ITEM 1 OF
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          41,427
<SECURITIES>                                       471
<RECEIVABLES>                                  161,418
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               213,707
<PP&E>                                          42,546
<DEPRECIATION>                                       0
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